Patricia Mueller
Director at ROST
Board
About Patricia H. Mueller
Independent director of Ross Stores since 2020; age 62 as of the 2025 Annual Meeting. Background in retail marketing and advertising, including Chief Marketing Officer and SVP roles at The Home Depot, with prior senior roles at The Sports Authority, American Signature, ShopNBC, and Montgomery Ward; currently a management consultant since 2016 . The Board has determined she is independent under Nasdaq rules, and no incumbent director attended fewer than 75% of meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Chief Marketing Officer and SVP, Advertising & Marketing; VP, Advertising | 2011–2016 (CMO/SVP); 2009–2011 (VP) | Led retail marketing; Board notes retail marketing expertise . |
| The Sports Authority, Inc. | SVP, Marketing & Advertising | 2006–2009 | Retail marketing leadership . |
| American Signature, Inc. | VP, Marketing & Advertising | 2004–2006 | Retail marketing . |
| ShopNBC TV network | SVP, TV Sales & Promotions; SVP, Strategic Development; SVP, Marketing & Programming | 1999–2004 | Multi-functional marketing/strategy roles . |
| Montgomery Ward, LLC | Executive and leadership roles | 1984–1999 | Retail leadership experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dave & Buster’s Entertainment, Inc. | Director | 2015–2022 | Compensation Committee member; Nominating & Corporate Governance Committee Chair . |
| Management Consultant | Consultant | Since 2016 | Ongoing advisory work . |
Board Governance
- Independence: Mueller is an independent director under Nasdaq listing rules .
- Committee assignments: Compensation Committee member (9 meetings in FY2024); Nominating & Corporate Governance Committee member; served as Chair through May 22, 2024 (committee held 5 meetings in FY2024) .
- Attendance and engagement: Board met 7 times; no director attended less than 75% of board and applicable committee meetings in FY2024; independent directors held seven executive sessions .
- Board leadership: Separate Chair and CEO; Lead Independent Director is K. Gunnar Bjorklund (since 2023) .
- Risk/ESG oversight: Audit Committee oversees cybersecurity and sustainability risk; Nominating & Corporate Governance oversees stockholder relations; Board oversees ESG initiatives .
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $117,000 | Director cash compensation for FY2024 . |
| Standard cash retainer | $95,000 | Independent director annual retainer (paid quarterly) . |
| Committee membership fees | $12,000 (Comp), $18,000 (Audit) | Annual retainers for committee members; Nominating & Corporate Governance has $20,000 chair retainer . |
| Lead Independent Director fee | $25,000 | Annual retainer; not applicable to Mueller . |
Note: Mueller’s $117,000 cash fees reflect retainer plus applicable committee/leadership fees; the proxy does not itemize her specific components beyond total cash .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual equity retainer (restricted stock or RSUs) | May 22, 2024 | 1,293 | $170,042 | Equal annual installments over 3 years . |
| Outstanding unvested director equity | Various (prior years) | 2,928 | n/a | Remaining subject to vesting under 2017 Equity Incentive Plan . |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None | Director equity retainer is time-based; no performance metrics disclosed for director pay . |
- Directors may elect to defer receipt of annual equity awards (receive RSUs instead of restricted stock) .
- Aggregate annual grant-date fair value ceiling for independent directors: $1,000,000 under the 2017 Equity Incentive Plan .
Other Directorships & Interlocks
| Type | Company | Status | Notes |
|---|---|---|---|
| Current public company boards | None disclosed | n/a | Mueller’s biography lists prior service at Dave & Buster’s; no current public boards other than ROST disclosed . |
| Prior public company boards | Dave & Buster’s Entertainment, Inc. | 2015–2022 | Compensation Committee member; Nominating & Corporate Governance Committee Chair . |
No interlocks with Ross competitors/suppliers/customers are disclosed in the reviewed sections; Audit Committee oversees related-person transactions .
Expertise & Qualifications
- Retail marketing and brand strategy expertise across big-box, specialty, and omnichannel contexts (Home Depot CMO; senior roles at Sports Authority, American Signature, ShopNBC, Montgomery Ward) .
- Governance experience as former Nominating & Corporate Governance Chair at Dave & Buster’s and at Ross through May 22, 2024 .
- Board notes her executive and operational experience, including retail marketing .
Equity Ownership
| Ownership Detail | Amount | Calculation/Notes |
|---|---|---|
| Total beneficial ownership | 5,432 shares | Includes 2,928 shares subject to vesting under 2017 Equity Incentive Plan . |
| % of shares outstanding | ~0.0017% | 5,432 ÷ 328,834,209 outstanding shares (as of 3/25/2025) . |
| Vested vs. unvested | 2,504 vested; 2,928 unvested | Unvested count per proxy; vested inferred as total minus unvested . |
| Stock ownership guidelines (directors) | 5× base annual cash retainer | 5× $95,000 guideline; 5-year window to comply . |
| Compliance status | Met or on track within 5 years | As of 2/1/2025, all independent directors met or are on track . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging/pledging by directors . |
Governance Assessment
- Board effectiveness: Active engagement via committee leadership; Mueller chaired Nominating & Corporate Governance through May 22, 2024, and serves on Compensation—key levers for CEO succession, pay design, and governance policy; committees met regularly (Comp: 9; NomGov: 5) .
- Independence and alignment: Independent status, time-based equity with multi-year vesting, stock ownership guidelines compliance/on-track, and prohibition of hedging/pledging promote alignment with shareholders .
- Compensation governance signals: Compensation Committee uses an independent consultant (Exequity LLP) and assessed consultant independence; annual risk review concluded comp policies are not reasonably likely to have a material adverse effect .
- Shareholder sentiment: Say-on-Pay received 76.3% support at the 2024 Annual Meeting, indicating moderate-to-strong investor endorsement of comp practices; relevant as Mueller sits on the Compensation Committee .
Potential RED FLAGS (none observed in reviewed sections):
- No attendance shortfalls disclosed; no related-party transactions involving Mueller disclosed in reviewed content; hedging/pledging prohibited; no director meeting fees or option repricings reported; director pay structure is standard (cash + time-based equity) .
Sources: Ross Stores 2025 Proxy Statement (DEF 14A) sections on director biographies, board governance, director compensation, ownership, and policies .