Rick Cardenas
TRACTOR SUPPLY CO /DE/About Rick Cardenas
Ricardo (“Rick”) Cardenas is an independent director of Tractor Supply Company, serving since 2019 and currently age 57. He is President & Chief Executive Officer of Darden Restaurants, Inc. (since 2022), a certified public accountant, and has been designated an audit committee financial expert; he brings >30 years of experience in finance, accounting, strategy, IT, and general management to TSCO’s board . The Board has determined he is independent under Nasdaq standards, and he serves as Audit Committee Chair and as a member of the Compensation and Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | President & CEO | 2022–present | Strategy, finance, consumer brands expertise; audit committee financial expert designation at TSCO |
| Darden Restaurants, Inc. | President & COO | 2021–2022 | Oversight of restaurant operations, international, supply chain, development |
| Darden Restaurants, Inc. | SVP & CFO | 2016–2021 | Financial leadership; deep accounting/finance credentials |
| Darden Restaurants, Inc. | SVP Finance, Strategy & Technology/Chief Strategy Officer | 2014–2016 | Strategy development, data analytics, acquisitions |
| Bain & Company; The Parthenon Group | Strategy Consultant | ~3 years (prior to Darden roles) | Corporate strategy capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Darden Restaurants, Inc. | Director | Since May 2022 | Current outside public company directorship |
Board Governance
- Committees: Audit (Chair); Compensation and Human Capital (Member) .
- Independence: Board determined all Audit, Compensation & Human Capital, and Corporate Governance committee members (including Cardenas) are independent under Nasdaq standards; Cardenas is an audit committee financial expert .
- Meetings: Audit Committee met 12 times in fiscal 2024; Compensation and Human Capital Committee met 5 times; Corporate Governance Committee met 4 times .
- Board activity/attendance: Board held 7 meetings in 2024 (four regular quarterly and three additional); each incumbent director attended at least 91% of Board and committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Board leadership: Independent Chair of the Board (Edna K. Morris) since 2023; CEO and Chair roles are separated .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $137,000 | Reflects Board/committee retainers applicable during FY2024 |
| Annual Cash Retainer – Board (2024–2025 term) | $95,000 | Increased from $85,000 for the 2024–2025 term |
| Audit Committee Chair Retainer | $20,000 | Chair also receives member retainer |
| Audit Committee Member Retainer | $17,000 | — |
| Compensation & Human Capital Committee Member Retainer | $10,000 | — |
Directors may elect to receive 50% or 100% of cash compensation in shares and may defer equity under the Directors Stock Election Plan; out-of-pocket expenses are reimbursed .
Performance Compensation
| Equity Grant Type | Grant Date Fair Value | Grant Mechanics | Vesting |
|---|---|---|---|
| Annual RSUs (non-employee director) | $164,742 (FY2024) | Number of RSUs determined using $54.03 closing price on May 7, 2024, discounted for expected dividend yield and adjusted for the December 20, 2024 stock split | RSUs vest on the one-year anniversary of the grant date; settlement may be deferred |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Performance-based metrics (e.g., revenue/EBITDA/TSR) for director equity | Not applicable; director RSUs are time-based |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Disclosure |
|---|---|---|
| Darden Restaurants, Inc. | CEO and Director | TSCO disclosed no Compensation Committee interlocking relationships in 2024; none involving Cardenas |
- Related party transactions: TSCO reports no related party transactions requiring Item 404(a) disclosure since the beginning of the last fiscal year .
Expertise & Qualifications
- Audit committee financial expert; CPA; extensive finance, accounting, corporate strategy, data analytics, acquisitions, technology/e-commerce, cybersecurity, and governance expertise .
- Skills enumerated by TSCO: CEO/C-level experience; retail experience; manufacturing/operations; human capital and executive compensation; corporate responsibility and sustainability; corporate governance .
Equity Ownership
| Holder | Shares Owned | Option/RSU/PSU within 60 days | Vested Deferred RSUs | Total (incl. derivatives per SEC rules) | % of Class |
|---|---|---|---|---|---|
| Rick Cardenas | 17,465 | 3,100 | 11,507 | 32,072 | <1% |
- Director stock ownership guidelines: Non-employee directors must reach and maintain ownership equal to 5× annual cash retainer within five years; all directors meet or are within the initial compliance period .
- Anti-hedging/pledging: TSCO prohibits hedging, short sales, derivatives, and holding or pledging Company securities in margin accounts for directors and team members .
- Shares pledged: No pledging permitted by policy; no pledging disclosure noted for Cardenas .
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; robust committee cadence (12 Audit meetings); high board/committee attendance; independent chair structure; strong anti-hedging/anti-pledging and clawback policies; clear director ownership guidelines; no related-party transactions or comp committee interlocks disclosed .
- Pay alignment: Director compensation mix includes cash fees and annual time-based RSUs with one-year vesting; equity component supports ownership alignment; ability to defer settlement enhances long-term alignment .
- Investor sentiment signal: TSCO’s 2024 Say-on-Pay approval was 93.0%, indicating broad support for compensation governance, indirectly positive for overall board stewardship .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing; policy explicitly forbids hedging/pledging and option repricing without shareholder approval .