Mark J. Weikel
TRACTOR SUPPLY CO /DE/About Mark J. Weikel
Independent Director of Tractor Supply Company since 2014; age 69. Former retail operating executive with CEO/President/COO/CFO experience at Luxottica (Retail Optical NA CEO; LensCrafters President; Sunglass Hut SVP/GM), Lord & Taylor (COO), Victoria’s Secret (COO/President), and May Department Stores (including CFO and Chairman of Foley’s). At TSCO, he chairs the Compensation & Human Capital Committee, sits on the Audit Committee, and is designated an Audit Committee Financial Expert, bringing deep retail, strategy, and finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luxottica Group S.p.A. (Retail Optical North America) | President & CEO; later Senior Business Advisor | CEO Jan 2013–Mar 2014; Advisor Mar 2014–Dec 2014 | Led large multi-banner retail ops (optical); strategic and P&L leadership . |
| LensCrafters (Luxottica) | President & GM | Jan 2011–Jan 2013 | Brand leadership, store ops, merchandising . |
| Sunglass Hut North America (Luxottica) | SVP & GM | Joined Feb 2010 | Omnichannel, fleet operations . |
| Lord & Taylor | Chief Operating Officer | 2007–2008 | Department store operations leadership . |
| Victoria’s Secret | President; Chief Operating Officer | 2003–2007 | Brand, merchandising, retail operations . |
| May Department Stores (Foley’s) | Chief Financial Officer; Chairman, Foley’s; other leadership roles | Prior to 2003 | Corporate finance, strategy, and multi-unit retail oversight . |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None | — | TSCO proxy lists no current outside public company boards for Weikel . |
Board Governance
- Independence: Board classifies Weikel as an independent director under Nasdaq rules; also designated an Audit Committee Financial Expert .
- Committee assignments: Chair, Compensation & Human Capital Committee (5 meetings in 2024); Member, Audit Committee (12 meetings in 2024) .
- Attendance and engagement: In 2024, each incumbent director attended at least 91% of aggregate board and committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Board structure and process: Independent Chair (roles split from CEO), executive sessions of independent directors at each regular board meeting .
- Say-on-Pay signal: 2024 say‑on‑pay approval was 93.0%, indicating broad shareholder support for the pay program overseen by the committee Weikel chairs .
Fixed Compensation (Director)
| Element | TSCO Director Policy (2024–2025 term) | Mark J. Weikel – FY2024 Actual |
|---|---|---|
| Board annual cash retainer | $95,000 | Included in fees earned . |
| Committee chair fee (Comp & Human Capital) | $15,000 (plus member fee) | Included in fees earned . |
| Committee member fees | Audit: $17,000; Comp & Human Capital: $10,000; Governance: $10,000 | Audit member fee included . |
| Independent Chair retainer | $195,000 (flat; no other fees) | N/A to Weikel . |
| Equity retainer (annual RSU) | ~$165,000 FV for non‑chair directors (vests at one year) | Stock awards $164,742 (grant-date FV) . |
| Total FY2024 director compensation | — | Cash fees: $132,000; Stock awards: $164,742; Total: $296,742 . |
| Payment/deferral features | Directors may elect stock in lieu of cash and may defer RSU settlement | Plan available; individual elections not disclosed for Weikel . |
| Ownership guideline | 5x annual cash retainer within 5 years; all directors meet or are within transition period | Board states compliance across directors . |
Vesting for director RSUs: one-year cliff vest; settlement may be deferred at election .
Performance Compensation
- Directors do not receive performance-based cash or PSU awards; the annual director equity grant is time-based RSUs vesting after one year .
- No meeting fees; compensation mix is cash retainer(s) plus time-based RSUs .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public co. boards | None for Weikel . |
| Compensation committee interlocks | None in 2024; no interlocking relationships disclosed . |
Expertise & Qualifications
- Identified board skills: CEO/Division President, Retail Experience, Technology/E‑Commerce, Strategic Planning/Strategy, Manufacturing/Operations, Marketing/Brand, Human Capital & Executive Compensation, Accounting/Finance, Corporate Governance, Real Estate .
- Designated Audit Committee Financial Expert (technical finance/reporting competency) .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (common shares) | 44,165 shares (as of Mar 21, 2025) | |
| Options/RSUs/PSUs vesting within 60 days or exercisable | 3,100 | |
| Vested deferred RSUs | — (none) | |
| Unvested RSUs outstanding (FY-end 2024) | 3,100 | |
| Shares outstanding (for context) | 531,615,387 (record date Mar 21, 2025) | |
| Ownership as % of outstanding | ~0.0083% (44,165 / 531,615,387) | Computed from |
| No-hedge/No-pledge policy | Company prohibits hedging and pledging by directors | |
| Director ownership guideline status | Board states all directors meet guideline or are within initial compliance period |
Insider Trades (Form 4 context)
| Date | Transaction | Quantity | Price | Value | Notes/Source |
|---|---|---|---|---|---|
| 2025-08-07 | Sale | 8,000 | $59.92 | $479,360 | Director sale disclosed by multiple trackers |
| 2022-10-24/26 | Sale (historical) | — | — | — | Historical sale entries for Weikel (aggregator) |
Note: Aggregator links summarize Form 4 filings; consult EDGAR for primary filings when trading detail is investment-critical.
Related-Party Transactions and Conflicts
- Item 404 review: Company reports no related-party transactions requiring disclosure since the beginning of the last fiscal year .
- Service limits: Board guidelines limit outside board seats to manage time commitments; audit committee service limited to ≤3 public company audit committees for outside directors .
- Change-in-circumstances policy: Directors must notify the Governance Committee of material role changes; committee may request resignation .
Compensation Committee Oversight Signals (Weikel as Chair)
- Independent oversight affirmed; committee reviews exec/director comp, equity grants, succession planning, and human capital initiatives .
- Clawback policy aligned to SEC rules; recoups incentive comp after restatements; robust anti-hedging/anti-pledging policy .
- 2024 Say‑on‑Pay approval of 93.0% suggests shareholder support for program design administered by the committee .
- Committee and full board certify CD&A and compensation disclosures; Weikel signs committee report .
Governance Assessment
- Strengths: Independent director with material operating and financial expertise; chairs a key committee; designated audit financial expert; strong attendance culture; robust compensation governance (clawback, no hedging/pledging); no related-party exposures disclosed; board maintains independent chair and regular executive sessions .
- Alignment: Director equity retainer and 5x retainer ownership guideline support long-term alignment; Weikel reports meaningful share ownership and ongoing RSU exposure .
- Watch items: Periodic insider selling (e.g., Aug 7, 2025 sale) is not unusual for directors but should be monitored for patterns around sensitive periods; ensure continuing compliance with no-pledge policy and ownership guidelines .
- Overall: Weikel’s committee leadership and financial expertise likely enhance board effectiveness; disclosure shows no conflicts and high governance quality indicators.