William Sheehan
Executive Vice President and Chief Financial Officer at ROST
Executive
About William Sheehan
William W. “Bill” Sheehan is Executive Vice President and Chief Financial Officer of Ross Stores, effective October 1, 2025; he was 56 at appointment and has been with Ross since 2006 across controllership, treasury, and finance leadership roles before serving as Deputy CFO in early 2025 . As CFO, he oversees accounting, treasury, FP&A, tax, procurement, finance operations, risk management, and investor relations, reporting to the Group President & COO . Company performance context: over the last 10 years, Ross has delivered an average annual total shareholder return of 14% and an average annual ROE of 40%, with $8.4B in buybacks—metrics that frame the pay-for-performance architecture he participates in as CFO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ross Stores | EVP & CFO (principal financial officer) | Oct 2025–present | Finance leader overseeing accounting, treasury, FP&A, tax, procurement, finance ops, risk management, IR |
| Ross Stores | Group SVP, Finance & Deputy CFO | Feb 2025–Sep 2025 | Prepared for CFO succession; continued broad finance leadership |
| Ross Stores | Group SVP, Finance | 2021–Feb 2025 | Led enterprise finance functions; reported to CFO |
| Ross Stores | SVP, Finance | 2017–2021 | Senior finance leadership across budgeting, planning, and analysis |
| Ross Stores | Group VP, Finance & Treasurer | 2014–2017 | Led treasury and corporate finance activities |
| Ross Stores | (Group) VP/Corporate Controller | 2006–2014 | Corporate accounting leadership; advanced to Group VP in 2011 |
| Ross Stores | Senior Vice President, Finance (signatory on financing) | 2020 | Company signatory on securities documents (e.g., notes/indenture) |
| Ross Stores | Treasurer (officers’ certificate signatory) | 2014 | Company signatory on debt-related officer’s certificate |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lord & Taylor | Various finance leadership roles | ~15 years prior to joining Ross in 2006 | Department store finance experience prior to Ross tenure |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $775,000 per year (effective at CFO appointment) |
| Target annual bonus | 75% of base salary under the Incentive Compensation Plan |
| Employment agreement term | Effective Oct 1, 2025; initial term through Mar 31, 2029 (renewal by mutual agreement) |
| One-time promotion equity | Restricted stock grant with notional value $1,200,000, vests 100% on September 14, 2029 |
Performance Compensation
| Incentive type | Metric and structure | Target/Payout mechanics | Vesting |
|---|---|---|---|
| Annual cash incentive (ICP) | Company “adjusted pre-tax earnings” (single metric used enterprise-wide) | Payouts are formulaic versus pre-set earnings target; 2024 schedule ranged from 0% below 80% of target to 200% at 120% of target (linear between points). 2024 result paid 158.9% for eligible NEOs (Sheehan was not yet an NEO) | |
| Performance shares (PSUs) | Company “adjusted pre-tax earnings” over a one-year period; emphasizes performance and retention | Earned shares as % of target based on achievement; 2024 scale: 0% below 90%, 100% at target, 200% at 120% (linear) | Typical PSU vesting after earn: 30%/30%/40% over 3 years (CFO/other NEO precedent) |
| Promotion restricted stock (time-based) | Notional value $1.2M at grant-date close; time-based retention award | N/A | Cliff vests 100% on September 14, 2029 |
Notes:
- Ross uses a simple, objective design centered on adjusted pre-tax earnings for both annual bonus and PSUs, aligning with cost control and profit growth .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (initial filing) | 24,754 common shares directly owned as of Form 3 (event 10/01/2025) |
| Upcoming vesting pressure | Large single vest for promotion RS ($1.2M notional) in Sep 2029—limits near-term selling pressure |
| Stock ownership guideline | Executive officers other than CEO: 3x base salary (guideline measured in market value of shares; 5-year window to comply) |
| Hedging/pledging | Hedging and pledging prohibited for directors, officers, and designated employees |
| 10b5-1 plans | Permitted; trades must comply with policy and trading windows |
| Clawback | Nasdaq-compliant clawback for erroneously awarded incentive compensation; additional misconduct-based recoupment policy |
Ownership as % of outstanding (illustrative): 328,834,209 shares outstanding as of March 25, 2025 ; 24,754/328,834,209 ≈ 0.0075% (based on available disclosures) .
Employment Terms
| Topic | Key terms |
|---|---|
| Role & effective date | Appointed EVP & CFO and principal financial officer effective October 1, 2025 |
| Agreement term | Through March 31, 2029; subject to renewal |
| Cash comp | Salary $775,000; target bonus 75% of salary |
| Equity | Promotion restricted stock $1.2M, cliff vest 9/14/2029 |
| Severance & CIC | Agreement includes severance benefits (and double-trigger change-in-control protections) “on substantially similar terms” as other senior executives described in the 2025 proxy . Company NEO agreements provide 2.99x salary+target bonus for qualifying terminations following a change in control; non-CIC termination terms provide salary/bonus through term plus pro-rata equity vesting per plan agreements . |
| Other covenants | Confidentiality, non-solicitation of employees/business counterparties, non-disparagement, arbitration; clawback applicable |
Performance & Track Record
- Tenure and progression: 19+ year Ross veteran across controllership, treasury, finance leadership, Deputy CFO to CFO; prior 15 years at Lord & Taylor .
- Strategic finance exposure: Company signatory on financing documents (e.g., senior notes/indenture), indicating direct involvement in capital markets activities .
- Company performance context: 10-year average annual TSR 14% and average annual ROE 40%; stable leadership and pay program alignment supported long-term returns .
Compensation Structure Analysis
- Emphasis on at-risk pay tied to objective profitability (adjusted pre-tax earnings) aligns CFO incentives with the key lever of value creation for an off-price retailer .
- Time-based restricted stock serves retention; the 2029 cliff for the $1.2M award should anchor multi-year continuity in the CFO seat .
- Governance mitigants: no hedging/pledging, robust clawback, double-trigger CIC vesting only, and no golden parachute tax gross-ups (except certain relocation benefits per policy) reduce shareholder-unfriendly risk .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited (reduces alignment risk) .
- Clawback: adopted in 2023; recoupment can apply to cash bonuses and performance shares (mitigates restatement risk) .
- Say-on-pay: 76.3% approval in 2024—moderate support; committee highlighted alignment and simplicity of design .
Investment Implications
- Alignment: Single-metric, formulaic pay plan and prohibited hedging/pledging create a clean link between profit delivery and realized pay, aligning CFO behavior with earnings quality and cost discipline .
- Retention and selling pressure: The 2029 cliff vest on the $1.2M promotion grant reduces near-term selling overhang and supports continuity through the current plan horizon .
- Event risk: Standard Ross double-trigger CIC terms (2.99x cash multiple framework per proxy) suggest manageable change-of-control economics for a large-cap retail CFO; not an outsized overhang .
- Execution watch items: Given ICP/PSU reliance on adjusted pre-tax earnings, disclosures around adjustments and tariff/real-estate gains/losses treatment (e.g., exclusions in 2024) remain key to assessing true economic performance and payout quality .