Denise L. Jackson
TRACTOR SUPPLY CO /DE/About Denise L. Jackson
Denise L. Jackson is an independent director of Tractor Supply Company, serving since 2018; she is 60 years old. She brings over 25 years of legal and executive experience, including as Chief Legal Officer and Corporate Secretary at AMN Healthcare, with responsibilities across governance, compliance, risk management, government affairs, CSR, HR, real estate, and internal audit, plus M&A leadership; she currently chairs TSCO’s Corporate Governance & Nominating Committee and serves on the Compensation & Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMN Healthcare | Chief Legal Officer & Corporate Secretary; operational leadership roles | Not disclosed | Advised board through CEO/director transitions, shareholder engagement, and M&A; oversaw governance/compliance/risk/CSR/HR/real estate/internal audit |
| The Mills Corporation (NYSE REIT) | Vice President and Senior Counsel | Not disclosed | Led legal function for operating shopping centers |
| Private practice | Attorney (real estate, litigation, corporate reorganizations) | Not disclosed | Legal expertise foundation |
| PipelineRx (telepharmacy) | Director; Chair of Compensation Committee | Not disclosed | Compensation oversight experience |
| Girls on the Run International (non-profit) | Board Chair | Not disclosed | Leadership and mission-driven governance |
| Women Corporate Directors Foundation | Governance Steering Committee; former Co-Chair, San Diego Chapter | Current | Governance thought leadership |
External Roles
| Organization Type | Current Public Co Boards | Prior Public Co Boards | Private/Non-Profit Boards |
|---|---|---|---|
| Public company | None | Not disclosed | PipelineRx; Girls on the Run International; Women Corporate Directors Foundation |
Board Governance
- Committees and roles:
- Corporate Governance & Nominating Committee: Chair; 4 meetings in fiscal 2024 .
- Compensation & Human Capital Committee: Member; 5 meetings in fiscal 2024 .
- Independence: The Board determined Jackson is independent under Nasdaq standards; 8 of 9 nominees are independent .
- Attendance: Each incumbent director attended at least 91% of board plus committee meetings in fiscal 2024; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair; CEO and Chair roles separated; executive sessions at each regularly scheduled meeting .
- Committee interlocks: No interlocking relationships for Compensation & Human Capital Committee in 2024 (Jackson served alongside Weikel, Cardenas, Krishnan) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $120,000 | Actual cash fees earned |
| Standard Board Retainer (2024–2025 term) | $95,000 | Paid quarterly |
| Corporate Governance & Nominating Committee Chair Retainer | $10,000 | Chair also receives member fee |
| Corporate Governance & Nominating Committee Member Retainer | $10,000 | Paid quarterly |
| Compensation & Human Capital Committee Member Retainer | $10,000 | Paid quarterly |
| Meeting Fees | None disclosed | Company reimburses out-of-pocket expenses |
The Compensation & Human Capital Committee increased cash retainers and annual director equity retainer values for 2024–2025 to align with peer median .
Performance Compensation
| Component | Grant Value | Units | Vesting | Notes |
|---|---|---|---|---|
| Stock Awards (RSUs) – FY2024 | $164,742 | 3,100 unvested RSUs at FY-end | One-year anniversary of grant date | RSUs valued using $54.03 closing price on May 7, 2024; dividend yield discount; adjusted for Dec. 20, 2024 stock split |
| Vested Deferred RSUs (outstanding at FY-end) | — | 34,655 vested deferred RSUs | Settlement may be deferred per election | Directors may defer settlement until end of service or specified date |
- Performance metrics: Director RSU awards are time-based and vest on the one-year anniversary; no performance metrics attached to director equity .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships | None |
| Compensation Committee interlocks | None in 2024 |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Skills cited: C-level leadership, risk management, strategic planning, business development/M&A, human capital and executive compensation, corporate responsibility and sustainability, regulatory/legal, public policy/government relations, corporate governance .
- Board skills matrix includes Corporate Governance, Regulatory/Legal, Human Capital & Executive Compensation among skills represented on the board .
Equity Ownership
| Holder | Common Shares | Option/RSU/PSU (vest within 60 days) | Vested Deferred RSUs | Total (incl. derivative) | % of Class |
|---|---|---|---|---|---|
| Denise L. Jackson | 500 | 3,100 | 34,655 | 38,255 | <1% |
- Ownership guidelines: Directors must reach 5x annual cash retainer within five years; all directors meet the standard or are within the initial compliance period .
- Hedging/pledging: Policy prohibits hedging and pledging; also bans short sales and derivatives; applies to directors and team members .
Governance Assessment
- Alignment and independence: Jackson’s role as Corporate Governance Chair and Compensation Committee member, coupled with explicit independence designation, supports strong oversight and independent challenge .
- Engagement signal: At least 91% meeting attendance and 2024 annual meeting attendance indicate active engagement; executive sessions at each meeting further enhance independent oversight .
- Pay structure: Director compensation mix is balanced between cash ($120,000 in 2024) and time-based RSUs ($164,742), with substantial deferred RSUs (34,655) that strengthen long-term alignment; no director options or performance units disclosed .
- Conflicts and related-party risk: No Item 404 related-party transactions since the beginning of the last fiscal year; Compensation Committee reported no interlocks in 2024; anti-hedging/pledging policy reduces alignment risks .
- Stock ownership: Beneficial ownership includes 500 common shares, 3,100 near-term vesting units, and 34,655 vested deferred RSUs; guidelines require 5x cash retainer; directors collectively are compliant or within the transition period .
RED FLAGS
- None disclosed: No related-party transactions requiring disclosure; hedging/pledging prohibited; no committee interlocks; strong attendance .
Notes
- Director compensation and RSU awards are standard for non-employee directors and time-based; performance metric tables applicable to executive compensation do not apply to director awards .
- Education degrees are not disclosed in the proxy; skip per disclosure rule.