Sharon Garrett
ROSS STORESAbout Sharon D. Garrett
Independent director of Ross Stores, Inc. (ROST) since 2000; age 76. Garrett is a management consultant with deep operating and technology credentials, including Senior Vice President and Chief Information Officer at The Walt Disney Company (1989–2000), and executive roles across healthcare and services; the Board cites her information technology and cyber risk experience as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Senior Vice President & Chief Information Officer | 1989–2000 | Led enterprise IT; Board notes IT/cyber risk expertise |
| Zyan Communications | Interim Chief Executive Officer | Apr–Nov 2000 | Interim leadership; operating experience |
| PacifiCare Health Systems | Executive Vice President, Enterprise Services | 2002–2005 | Enterprise operations |
| PT Holdings | Chief Operating Officer | 2006–2007 | COO responsibilities |
| American Medical Response, Inc. | SVP Reimbursement Services; EVP Revenue Cycle Optimization | 2007–2013 | Revenue cycle, reimbursement operations |
| Various companies | Interim executive services | 2000–2002 | Operating transitions |
| Self | Management Consultant | 2013–Present | Advisory, technology/operations |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Jerome’s Furniture | Director | 2017–2020 | Strategic Planning (Chair); Compensation |
| Scott’s Liquid Gold‑Inc. | Director | 2014–2016 | Audit; Compensation |
Board Governance
- Independence: The Board determined Garrett is independent under Nasdaq rules .
- Tenure: Director since 2000; Board is declassified (annual reelection) .
- Committee memberships and expertise:
- Audit Committee member; Board deems her financially literate (Audit Chair is Stephen D. Milligan). Audit Committee met 9 times in FY2024 .
- Nominating & Corporate Governance Committee member; committee met 5 times in FY2024 .
- Attendance: Board held 7 meetings; no director attended fewer than 75% of Board and applicable committee meetings .
- Leadership and independent oversight: Chair and CEO roles are separated; K. Gunnar Bjorklund serves as Lead Independent Director .
- Executive sessions: Independent directors held 7 executive sessions without management in FY2024 .
- Related party transactions: None reportable in FY2024 (Audit Committee oversees related party reviews) .
- Annual meeting attendance: Directors are expected to attend; all incumbents at the time attended the 2024 meeting .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Independent director cash retainer, paid quarterly |
| Audit Committee member retainer | $18,000 | Paid quarterly to Audit Committee members |
| Total cash fees (FY2024) | $113,000 | Actual cash received by Garrett in FY2024 |
| Annual equity retainer (grant-date value) | $170,000 | Restricted stock/RSUs; 1,293 shares granted on May 22, 2024 |
| Equity vesting | — | Vests in equal annual installments over 3 years; directors can elect to defer into RSUs |
Performance Compensation (Director)
| Item | Terms | Notes |
|---|---|---|
| Performance metrics | None for director pay | Director compensation is cash + time‑vested equity (no performance metrics) |
| Equity vesting schedule | 3-year equal installments | Standard annual director award structure |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Garrett |
| Prior public company boards | Scott’s Liquid Gold‑Inc. (2014–2016) |
| Potential interlocks/conflicts | None disclosed; Company reported no related person transactions in FY2024 |
Expertise & Qualifications
- Information technology and cybersecurity oversight; former CIO of Disney .
- Operational and revenue cycle expertise (AMR; PacifiCare; PT Holdings) .
- Audit committee financial literacy (Board designation) .
- Board governance experience via Nominating & Corporate Governance Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 215,097 shares | Less than 1% of outstanding shares |
| Ownership breakdown | 212,169 shares | Held in Sharon D. Garrett Living Trust |
| Unvested director equity | 2,928 shares | Awarded under 2017 Equity Incentive Plan, subject to vesting |
| Hedging/pledging policy | Prohibited | Insider Trading Policy bans hedging and pledging by directors |
| Director ownership guidelines | 5x annual cash retainer | Directors must hold shares equal to 5x retainer; all independent directors met or are on track within five years |
Governance Assessment
- Strengths: Independent status; long-standing board service; relevant IT/cyber oversight and operational expertise; active Audit and Nominating committee member; strong attendance culture; clear separation of Chair/CEO; robust insider trading and anti‑hedging/pledging policies; director stock ownership guidelines and compliance .
- Compensation structure: Balanced cash + equity with three‑year vesting enhances alignment; FY2024 actual: $113,000 cash + $170,042 equity value .
- Conflicts/red flags: No related party transactions disclosed; no pledging; no overboarding noted; potential refreshment consideration given 25‑year tenure, but Board conducts annual evaluations and maintains independent leadership .
- Shareholder signals: Advisory “Say‑on‑Pay” support at 76.3% in 2024 indicates adequate but not overwhelming investor approval of compensation governance broadly . Multiple institutional N‑PX filings recorded votes “FOR” Garrett’s 2025 election (e.g., XCAPX, GOF), signaling investor confidence .