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Ramkumar Krishnan

Director at TRACTOR SUPPLY CO /DE/TRACTOR SUPPLY CO /DE/
Board

About Ramkumar Krishnan

Ramkumar Krishnan (age 54) has served on the Tractor Supply (TSCO) Board since 2016 and is currently an independent director. He is Chief Executive Officer of PepsiCo Beverages North America (since February 2024) and brings deep marketing, e-commerce, omnichannel, and customer strategy expertise from senior roles across PepsiCo and Frito-Lay. He serves on TSCO’s Compensation and Human Capital Committee and is not a current director of any other public company .

Past Roles

OrganizationRoleTenureCommittees/Impact
PepsiCo Beverages North AmericaChief Executive OfficerFeb 2024–presentLeads PBNA; senior operator within a large CPG enterprise
PepsiCoCEO, International Beverages; Chief Commercial Officer2022–2024Global commercial leadership with international P&L
PepsiCoEVP & Global Chief Commercial Officer; CEO APAC, Australia/NZ & ChinaJun 2019–Nov 2021Oversaw APAC region and global commercial strategy
PepsiCoPresident, Greater China Region2017–2019Country leadership for PepsiCo China
PepsiCoPresident, Chief Customer Officer; SVP/GM Global Sales2016–2017Global customer strategy and key account leadership
Frito-Lay (PepsiCo)Various roles incl. SVP & CMO2006–2016Marketing leadership at PepsiCo’s snack division
General Motors (Cadillac Division)Senior Brand Manager2000–2006Brand management (auto)

External Roles

OrganizationRoleTenureNotes
PepsiCo Beverages North AmericaChief Executive OfficerFeb 2024–presentCurrent operating role
Other public company boardsNone

Board Governance

  • Independence: Independent director (Board: 8 of 9 nominees are independent) .
  • Committee assignments: Member, Compensation and Human Capital Committee (5 meetings in 2024; Chair: Mark J. Weikel) .
  • Attendance and engagement: Board held 4 regular + 3 additional meetings in 2024; each incumbent director attended at least 91% of Board and committee meetings during their service .
  • Executive sessions: Independent director executive sessions scheduled at each regularly scheduled Board meeting .
  • Board leadership: Independent Chair (Edna K. Morris); CEO and Chair roles separated .
  • Shareholder voice: 2024 Say-on-Pay support was 93.0%, indicating strong investor alignment with compensation governance .

Fixed Compensation (Director)

Metric (FY2024)Amount
Fees earned or paid in cash$100,000
Stock awards (grant-date fair value)$164,742
Total$264,742
Election to take cash in stockElected to receive $100,000 of annual cash retainer in TSCO stock

Reference fee schedule for non-employee directors (2024–2025 term): Board retainer $95,000; Compensation & Human Capital Committee member $10,000; Committee chair premium for that committee $15,000; Audit member $17,000; Audit chair $20,000; Corporate Governance member $10,000; independent Chair flat retainer $195,000 (no additional fees). Annual director RSU: ~$165,000; Independent Chair RSU: ~$265,000; director RSUs vest in one year .

Performance Compensation (Director)

  • Structure: Non-employee directors receive time-vested RSUs only; there are no performance-conditioned director equity awards (no PSUs/options for directors). 2024 director RSU grants were valued at approximately $165,000 and vest after one year; unvested RSUs outstanding for Krishnan: 3,100 units .
  • Metrics: Not applicable for directors (performance metrics apply to executives, not directors) .

Other Directorships & Interlocks

CategoryDetail
Current public company directorshipsNone
Compensation Committee interlocksNone; TSCO discloses no interlocking relationships and no insider participation on its Compensation and Human Capital Committee in 2024

Expertise & Qualifications

  • Skills highlighted by TSCO: C-level leadership, retail experience, technology/e-commerce, strategic planning/strategy, M&A/business development, manufacturing/operations, supply chain, and marketing/brand management—aligned with TSCO’s omnichannel and customer engagement priorities .

Equity Ownership

Component (as of Mar 21, 2025)Amount
Shares owned20,595
Unvested RSUs/PSUs/options exercisable within 60 days3,100
Vested deferred RSUs32,201
Total (shares + equity units counted under SEC rules)55,896 (<1% of outstanding)
  • Stock ownership guidelines: Non-employee directors must hold TSCO shares equal to 5x the annual cash retainer within five years; all directors currently meet the standard or are within the initial compliance window .
  • Hedging/pledging: Company prohibits hedging, short sales, derivatives, and pledging by directors (strengthens alignment) .

Governance Assessment

  • Strengths and signals supporting investor confidence:

    • Independent status with material customer/brand expertise; sits on Compensation and Human Capital Committee, a key oversight role for pay, succession, and human capital risk .
    • Strong engagement: ≥91% attendance for all incumbents; independent Board leadership and regular executive sessions improve effectiveness .
    • Pay alignment for directors: Mix of cash and equity; Krishnan elected to take his cash retainer in stock, increasing “skin-in-the-game” .
    • Ownership alignment: Meaningful beneficial and deferred RSU holdings; robust anti-hedging/pledging policy and director ownership guidelines .
    • Clean conflicts profile: No related-party transactions requiring disclosure since the start of the last fiscal year; no compensation committee interlocks .
  • Watch items:

    • External executive role: As CEO of PBNA (PepsiCo), oversee for any future commercial relationships that could trigger related-party review; TSCO’s policy requires Audit Committee approval of any such transactions >$120,000, and none were reported in the latest period .
    • Committee scope: Compensation and Human Capital Committee oversees not only pay but also succession and workplace initiatives; continued scrutiny on incentive plan rigor and human capital disclosures remains appropriate, though Say-on-Pay support was strong at 93% in 2024 .