Edna K. Morris
TRACTOR SUPPLY CO /DE/About Edna K. Morris
Edna K. Morris is the independent Chair of the Board at Tractor Supply Company, serving as Chair since 2023 and a director since 2004. She is age 73 and is deemed independent under Nasdaq rules; she brings 40+ years of executive and board leadership across restaurants, private equity, and human capital/compensation oversight, including CEO roles and prior public company board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Range Restaurant Group | Chief Executive Officer and Partner | 2008–present | CEO leadership of multi-location restaurant operations |
| Solomon Partners (Grocery, Pharmacy & Restaurants Group) | Senior Advisor | 2018–2024 | Sector advisory experience |
| Axum Capital Partners | Managing Director (led restaurant practice) | 2009–2019 | Restaurant investing, acquisition planning |
| Red Lobster | President | Not disclosed | Led strategy/operations for consumer brand |
| James Beard Foundation | President | Not disclosed | Non-profit leadership |
| Quincy’s Family Steakhouse | President | Not disclosed | Restaurant leadership |
| Early-stage companies (Byte Kitchen; Luther Dryers Lemonade; Topsail Steamers) | Advisor | Not disclosed | Advises founders/boards |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Einstein Noah Restaurant Group (public) | Director | Prior service (dates not disclosed) | Compensation Committee member; Chair of Nominating & Governance Committee |
| Cosi (public) | Director | Prior service (dates not disclosed) | Chair of Compensation Committee |
| Women Corporate Directors (WCD) | Chair, Human Capital & Compensation Steering Committee | Current | Governance/human capital leadership network |
| National Association of Corporate Directors (NACD) | Chair, Human Capital Committee Peer Exchange | Current | Peer exchange leadership on human capital oversight |
Board Governance
- Role: Independent Chair of the Board since 2023; the CEO and Chair roles are separated to enhance independent oversight.
- Independence: The Board determined Ms. Morris is independent under Nasdaq rules.
- Committee assignments: As Board Chair, she is not listed on standing committees; Audit, Compensation & Human Capital, and Corporate Governance rosters exclude her.
- Meeting cadence and attendance: Board held four regular and three additional meetings in 2024; every incumbent director attended at least 91% of Board and applicable committee meetings. Executive sessions of independent directors occur at each regularly scheduled Board meeting.
- Director resignation/refreshment: Majority voting with a director resignation policy; mandatory retirement at 75.
- Stockholder rights and practices: Proxy access, right to call special meetings, robust annual Board/committee/self-evaluations.
- Stewardship and risk oversight: Clear committee-level oversight of cyber, compensation risk, and sustainability; Audit oversees cybersecurity with quarterly briefings.
Fixed Compensation (Director)
| Component | 2024 Actual (FY ended 12/28/24) | Current Policy (2024–2025 Term) | Notes |
|---|---|---|---|
| Cash retainer (Independent Chair) | $185,000 | $195,000 | Independent Chair receives a flat retainer and no additional committee/Board member retainers |
| Equity retainer (RSUs) | $264,916 grant-date fair value | ≈$265,000 grant-date fair value | Annual RSUs granted at start of term; one-year vest; settlement can be deferred |
| Total (cash + equity) | $449,916 | n/a | 2024 director compensation as reported |
Additional features:
- Directors may elect to receive some/all cash retainers in common stock and may defer RSU settlement to separation or a future date.
- Director stock ownership guideline: 5x annual cash retainer; all directors meet or are within the initial compliance period.
Performance Compensation (Director)
| Feature | Applicable to Directors | Details |
|---|---|---|
| Performance-linked equity (PSUs/Options) | No | Non-employee director equity is annual RSUs with time-based vesting; no performance metrics apply to director equity. |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company directorships | None. |
| Prior public company boards | Einstein Noah Restaurant Group (Comp Committee; Chair Nominating/Governance); Cosi (Chair, Compensation Committee). |
| Interlocks | No Compensation & Human Capital Committee interlocks in 2024. |
Expertise & Qualifications
- Human capital and executive compensation leadership; corporate governance leadership; strategic planning; M&A and operational execution across multi-location consumer brands.
- Board leadership depth as independent Chair; aligns Board agendas, facilitates independent director executive sessions.
Equity Ownership (as of March 21, 2025)
| Item | Amount |
|---|---|
| Shares beneficially owned | 305,435 |
| Unvested RSUs (vesting within 60 days counted for “Number of Option Shares, PSUs and RSUs”) | 4,985 |
| Vested, deferred RSUs | 24,980 |
| Total (shares + option/RSU equivalents for SEC definition) | 335,400 |
| Ownership as % of outstanding shares | <1% |
| Anti-hedging/pledging policy | Robust anti-hedging and anti-pledging policy applies to directors. |
| Ownership guideline status | All directors meet the guideline (5x cash retainer) or are within the compliance period. |
Governance Assessment
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Strengths
- Independent Chair with deep human capital/compensation expertise; separated Chair/CEO enhances oversight.
- Strong attendance culture (≥91% for incumbents) and executive sessions each regular meeting bolster board effectiveness.
- Meaningful personal alignment: substantial beneficial ownership and deferred RSUs; robust anti-hedging/pledging and ownership guideline framework.
- No related-party transactions requiring disclosure; no comp committee interlocks.
- Shareholder support: 2024 Say-on-Pay approval at 93%, signaling investor confidence in compensation governance.
-
Watch items / potential risks
- RED FLAG: Proximity to mandatory retirement—company policy bars standing for re-election after age 75; Ms. Morris is 73, implying potential near-term leadership transition planning for the Chair role.
- Long tenure (on Board since 2004) supports continuity but underscores the importance of continued board refreshment and succession at the Chair level.
-
Committee coverage
- While Ms. Morris is not assigned to standing committees, committee independence and financial expertise are strong (e.g., Audit chaired by an audit committee financial expert).
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Compensation structure
- Director pay mix is balanced and aligned with peers (recent increases to meet median); equity is time-based RSUs, supporting alignment without encouraging risk-taking.
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Conflicts and related-party exposure
- No Item 404 related-party transactions reported since the start of the last fiscal year.