Michael Bush
Director at ROST
Board
About Michael J. Bush
Michael J. Bush (age 64) is an independent director of Ross Stores, Inc., serving on the Board since 2001; the Nominating & Corporate Governance Committee highlights his executive and financial management experience, including retail strategic planning and operations, and notes his prior Ross service as SVP of Strategic Planning and Marketing (1991–1995) . The Board has determined Mr. Bush is independent under Nasdaq rules, and no incumbent director attended fewer than 75% of Board and applicable committee meetings in fiscal 2024; independent directors held seven executive sessions in the year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B IV Investments, LLC | Managing Member | Since 2007 | Executive and financial management experience cited by Nominating & Corporate Governance Committee |
| Trumaker, Inc. | Executive Chairman | 2016–2018 | Leadership of a consumer brand |
| 3 Day Blinds, Inc. | Chief Executive Officer; Director (Mar–Sep 2010) | 2007–2010 (CEO) | Operational leadership |
| Anchor Blue Retail Group | President & Chief Executive Officer | 2003–2007 | Retail operations leadership |
| Bally North America, Inc.; Bally International AG | President & CEO; Director (Bally International AG) | 2000–2002 | Strategic and operating leadership |
| Movado, Inc. | EVP, COO and Director | 1995–2000 | Operations and governance experience |
| Ross Stores, Inc. | SVP, Strategic Planning & Marketing | 1991–1995 | Prior Ross operating experience (not current) |
External Roles
| Organization | Role | Status |
|---|---|---|
| B IV Investments, LLC | Managing Member | Current (since 2007) |
No current public company directorships for Mr. Bush are disclosed in the 2025 proxy .
Board Governance
- Independence: Independent under Nasdaq listing rules .
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings in fiscal 2024; Board met 7 times .
- Executive sessions: Independent directors held 7 executive sessions during fiscal 2024 .
- Committees and roles (fiscal 2024):
- Compensation Committee: Member; Chair since May 22, 2024 (committee met 9 times) .
- Nominating & Corporate Governance Committee: Member (committee met 5 times) .
- Audit Committee: Not listed as a member .
| Committee | Role | Chair Tenure/Notes |
|---|---|---|
| Compensation | Chair since May 22, 2024; member throughout fiscal 2024 | Oversight of executive and director compensation; used Exequity, LLP as independent advisor after independence assessment |
| Nominating & Corporate Governance | Member | Oversees director nominations and governance policies |
Fixed Compensation (Director)
| Component (Fiscal 2024) | Amount | Notes |
|---|---|---|
| Cash fees | $119,500 | Reflects annual retainer plus committee and partial-year chair fees |
| Equity grant (grant-date fair value) | $170,042 | Annual equity retainer; 1,293 restricted shares/RSUs granted May 22, 2024; vests in 3 equal annual installments |
| Total | $289,542 | Sum of cash and equity values |
Standard director fee framework:
- Annual cash retainer: $95,000; Compensation Committee member retainer: $12,000; Compensation Committee Chair retainer: $37,000; Lead Independent Director retainer (if applicable, not Bush): $25,000 .
- Annual equity retainer: $170,000 target (rounded up to whole shares), vesting over 3 years; directors may elect to defer into RSUs until separation or a set year .
Performance Compensation
Directors at Ross do not receive performance-based compensation; annual director equity awards are time-vested and not tied to performance metrics .
| Performance-Based Element | Applicable to Directors? | Metric(s) |
|---|---|---|
| Annual cash incentive | No | N/A |
| Performance share awards | No | N/A |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Bush in the proxy .
- Compensation Committee interlocks: None; disclosure notes no interlocks and that Mr. Bush’s prior Ross employment was 1991–1995 (historical) .
- Related person transactions: None reportable in fiscal 2024 .
Expertise & Qualifications
- Nominating & Corporate Governance Committee cites executive and financial management experience, including retail strategic planning and operations; prior Ross experience (SVP Strategic Planning & Marketing) adds company familiarity without compromising independence under Nasdaq rules .
- As Compensation Committee Chair, Bush oversaw use of an independent consultant (Exequity, LLP) and peer benchmarking across large retail peers (e.g., TJX, Burlington, Ulta, Dollar General, etc.) to inform executive pay decisions .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership | 35,686 shares | As of March 1, 2025; includes 1,635 shares subject to vesting; <1% outstanding |
| Unvested director awards (outstanding) | 2,928 shares | Unvested as of fiscal year-end; separate from beneficial ownership presentation |
| Pledging/Hedging | Prohibited for directors | Company policy prohibits hedging and pledging; 10b5-1 permitted |
| Ownership guidelines | 5x annual cash retainer (directors) | All independent directors met or are on track within five years as of 2/1/2025 |
Governance Assessment
- Positives:
- Independent director with deep retail operating and strategic experience; independent status affirmed under Nasdaq rules .
- Active committee leadership as Compensation Committee Chair since May 22, 2024; committee used an independent consultant (Exequity) and maintains formal risk and governance practices .
- Clean related-party profile and no interlocks; no related person transactions reported in fiscal 2024 .
- Strong insider policy framework (prohibition on hedging/pledging) and stock ownership guidelines for directors (5x retainer) with directors meeting/on-track to meet guidelines .
- Watch items:
- Long board tenure (director since 2001) merits routine refresh assessment for independence of perspective, though no attendance or independence concerns disclosed .
- 2024 Say-on-Pay support at 76.3% suggests room for investor engagement; as Compensation Committee Chair, Bush will likely be focal in responding to feedback .
Say-on-Pay & Shareholder Feedback (Context for Comp Chair)
- Say-on-Pay approval at 76.3% at the 2024 Annual Meeting; company added detail on 2024 decisions in CD&A, and emphasizes pay-for-performance design tied to adjusted pre-tax earnings .
- Clawback policy adopted in November 2023 (executive officers) enhances accountability for incentive compensation; hedging/pledging prohibitions further align insiders with shareholders .
Related Party & Risk Indicators
- Related person transactions: None reportable in fiscal 2024 .
- Legal/SEC matters: No director-specific legal proceedings disclosed; one director (not Bush) had a late Form 4 filing; company describes Section 16 compliance expectations .
- Policies: Prohibition on hedging/pledging; use of Rule 10b5-1 plans; grant date discipline; executive clawback policy (executives) .
Compensation Committee Analysis (Bush as Chair)
- Committee composition (fiscal 2024): Independent directors; Bush served as Chair since May 22, 2024; committee met 9 times .
- Consultant: Exequity, LLP engaged; independence assessed per Nasdaq standards .
- Metrics and design: Single performance metric (adjusted pre-tax earnings) for annual bonus and performance shares for executives, with linear payout schedules and defined caps/floors .
- Peer benchmarking: Broad U.S. retail peer group used for market context (e.g., TJX, Burlington, Dollar General, Ulta, Williams-Sonoma, etc.); committee evaluates peer performance over 1/3/5/10 years alongside pay practices .
No compensation committee interlocks; no related person transactions tied to the committee or Mr. Bush in fiscal 2024 .
Director Compensation Structure (Detail)
| Fee/Grant | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Independent directors |
| Committee member retainers | $18,000 (Audit); $12,000 (Comp); $— (N&CG not specified as member fee) | Paid quarterly |
| Committee chair retainers | $60,000 (Audit); $37,000 (Comp); $20,000 (N&CG) | Paid quarterly |
| Lead Independent Director retainer | $25,000 | Not applicable to Bush; role held by Bjorklund |
| Annual equity retainer | $170,000 target value | 1,293 shares granted 5/22/2024; vests over 3 years; deferral election available |
Mr. Bush’s 2024 director pay: Cash $119,500; Equity $170,042; Total $289,542 .
Governance Signals Summary
- Independence and attendance: Positive (independent; no attendance shortfalls) .
- Committee leadership: Positive, but attracts scrutiny due to Say-on-Pay vote level (76.3%)—key area for engagement in 2025 .
- Conflicts/Related parties: None reported; strong policies on hedging/pledging; ownership guidelines in place .