Stephen Milligan
Director at ROST
Board
About Stephen D. Milligan
Stephen D. Milligan is an independent director of Ross Stores, Inc., serving since 2015 and currently Chair of the Audit Committee; he also serves on the Nominating and Corporate Governance Committee and is designated an “audit committee financial expert” by the Board . He is age 61 as of the 2025 proxy and brings extensive CEO/CFO experience from Western Digital and Hitachi Global Storage Technologies, alongside a current public board role at Autodesk (Audit Committee member), underscoring deep financial and operational expertise in consumer-facing products and technology hardware .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Chief Executive Officer | 2013–2020 | Led global HDD/flash storage company; prior President 2012–2013 and CFO/Finance leadership 2002–2007 |
| Hitachi Global Storage Technologies | Chief Executive Officer; Chief Financial Officer | CEO 2009–2012; CFO 2007–2009 | Led storage hardware subsidiary; finance oversight and operational leadership |
External Roles
| Organization | Role | Since | Committee |
|---|---|---|---|
| Autodesk, Inc. | Director | 2018 | Audit Committee member since 2019 |
Board Governance
- Independence: Milligan is affirmed independent under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Nominating and Corporate Governance Committee member .
- Financial expertise: Board determined Milligan is “financially literate” and an “audit committee financial expert” per SEC rules .
- Board/committee activity and engagement:
- Board held 7 meetings in fiscal 2024; independent directors held 7 executive sessions without management .
- Audit Committee held 9 meetings in fiscal 2024; Nominating and Corporate Governance Committee held 5 meetings .
- Attendance: No incumbent director attended fewer than 75% of Board and applicable committee meetings (Milligan ≥75%) .
- Election/tenure mechanics: Annual elections; majority voting standard with mandatory resignation tender if an incumbent fails to receive more votes for than against in an uncontested election .
| Governance Element | FY2024 Detail |
|---|---|
| Audit Committee role | Chair; oversight of financial reporting, internal controls, auditor independence, cybersecurity, climate/sustainability risk; selected Deloitte for FY2026 |
| Nominating & Corporate Governance role | Member; board composition, diversity policy, director recruitment and evaluation |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $95,000 | Independent directors cash retainer |
| Audit Committee Chair Retainer | $60,000 | Paid to committee chairs; Audit Chair level |
| Audit Committee Member Retainer | $0 | Chair retainer applies; total cash equals $95k + $60k = $155k |
| Fees Earned or Paid in Cash (Milligan) | $155,000 | Reported FY2024 cash compensation |
| Equity Award (Grant-Date Value) | $170,042 | Annual equity retainer; granted as restricted stock/RSUs |
| Total Director Compensation (Milligan) | $325,042 | FY2024 total |
Standard director equity mechanics:
- Grant date target value $170,000, rounded up to whole shares; annual awards granted on Annual Meeting date and vest in equal annual installments over 3 years .
- FY2024 grant detail: 1,293 shares of restricted stock (or equivalent RSUs if deferral elected) granted on May 22, 2024 .
- Directors may elect to defer equity into RSUs, delivered at board separation or specified year .
Performance Compensation
Directors do not receive performance-based cash incentives; director equity awards vest time-based over 3 years (no PSU/option or performance metric linkage for directors) .
| Performance Element | Structure | Metric / Target | Vesting |
|---|---|---|---|
| Annual Director Equity Retainer | Restricted stock or RSUs | None (time-based; no performance KPIs for directors) | 1/3 annually over 3 years |
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Autodesk, Inc. | Director | Audit Committee | No related person transactions reported by Ross in FY2024; no conflict disclosed |
Compensation committee practices and advisor independence:
- Compensation Committee members independent; Exequity, LLP served as third-party executive compensation consultant in FY2024 after independence assessment .
Expertise & Qualifications
- Former CEO and CFO roles with Western Digital and Hitachi GST; deep financial management and operational leadership .
- Audit Committee Financial Expert designation; financially literate under SEC rules .
- Experience noted by Ross’s Nominating & Corporate Governance Committee includes executive and financial expertise with consumer-facing products .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 20,813; less than 1% of shares outstanding |
| Unvested director equity awards outstanding at FY-end | 2,928 shares subject to vesting |
| Stock ownership guideline (Directors) | 5x authorized base annual cash retainer |
| Ownership guideline compliance | All independent Board members met or are on track within 5-year window as of Feb 1, 2025 |
| Hedging/derivatives | Prohibited (short sales, hedging, derivatives) |
| Pledging/margin | Prohibited for directors |
| Rule 10b5‑1 plans | Allowed for pre-set trading plans |
Governance Assessment
- Strengths
- Independent Audit Chair with SEC-recognized financial expertise; robust committee activity (9 meetings) and oversight of internal controls, cybersecurity, climate/sustainability; independent auditor selected by Audit Committee .
- Clear director election safeguards (annual elections; majority voting with resignation policy) and regular executive sessions (7) enhancing independent oversight .
- Director pay balanced between cash and multi-year equity; equity vests over 3 years, with formal ownership guidelines (5x retainer) and demonstrated compliance, supporting alignment .
- No related person transactions reported in FY2024; stringent insider trading policy prohibiting hedging and pledging reduces alignment risk .
- Watch items
- Say‑on‑Pay approval was 76.3% at the prior Annual Meeting—moderate support relative to typical large-cap norms, suggesting ongoing investor focus on pay design and outcomes .
RED FLAGS: None disclosed specific to Milligan—no related party transactions, no hedging/pledging, and ≥75% meeting attendance while serving .