Robert D. Mills
Executive Vice President - Chief Technology, Digital Commerce, and Strategy Officer at 
TRACTOR SUPPLY CO /DE/
TRACTOR SUPPLY CO /DE/Executive
About Robert D. Mills
Robert D. Mills is Executive Vice President – Chief Technology, Digital Commerce & Strategy Officer at Tractor Supply Company. Age 52; EVP since August 2018 after serving as SVP–Chief Information Officer since February 2014. Prior roles include CIO at Ulta Beauty and technology leadership at Sears, Allstate, Rockwell and Household Finance. Under Mills, omnichannel sales exceeded $1.1B and the company executed AI-enabled initiatives; Tractor Supply delivered record FY2024 sales of $14.9B and over $1B in earnings, and his 2012 PSU cycle vested at 30% of target, reflecting rigorous performance hurdles and a neutral TSR modifier outcome .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tractor Supply Company | EVP – Chief Technology, Digital Commerce & Strategy Officer | Aug 2018–Present | Led Allivet acquisition; advanced Generative AI tools; scaled omnichannel capabilities; developed Life Out Here 2030 strategy . |
| Tractor Supply Company | SVP – Chief Information Officer | Feb 2014–Aug 2018 | Modernized technology and digital foundations supporting growth . |
| Ulta Beauty, Inc. | Chief Information Officer | Oct 2011–Feb 2014 | Enterprise tech leadership for specialty retail . |
| Sears Holdings (Online Business Unit) | VP & CIO; prior IT Customer Relationship Leader | 2001–2011 | E-commerce and IT leadership for online business . |
| Allstate; Rockwell (Telecom); Household Finance | Various technology roles | Pre-2001 | Foundational IT leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| B&G Foods, Inc. | Director | Since Mar 2018 | Public company board service . |
| OneSight | Independent Director | N/A | Non-profit governance . |
| NRG CIO Council | Former Chairman | N/A | Industry leadership network . |
Fixed Compensation
Multi-year summary compensation (SEC-defined grant-date values; USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $639,231 | $661,385 | $670,846 |
| Stock Awards (RSUs/PSUs grant-date FV) | $824,648 | $1,017,597 | $981,628 |
| Option Awards (grant-date FV) | $274,959 | $274,948 | $324,965 |
| Non-Equity Incentive (CIP) | $536,524 | $392,486 | $438,670 |
| All Other Compensation | $36,736 | $41,303 | $43,308 |
| Total Compensation | $2,312,098 | $2,387,719 | $2,459,917 |
Breakdown of “All Other Compensation” in FY2024:
| Component | Amount |
|---|---|
| Company 401(k) Contribution | $12,600 |
| Company Deferred Comp Contribution | $4,500 |
| Group Term Life & Disability Premiums | $8,805 |
| Employer-Paid Healthcare | $12,103 |
| Other (mobile stipend & executive physical allocation) | $5,800 |
| Total | $43,808 |
Performance Compensation
Annual Cash Incentive Plan (CIP) – FY2024
| Metric | Weight | Threshold | Target Range | Maximum | Actual | Payout Impact |
|---|---|---|---|---|---|---|
| Net Income | 75% | $969M (25% payout) | $1,129–$1,152B (100%) | $1,311B (200%) | $1,101.24B (96% of midpoint) | 86.4% of net income component |
| Lead with Legendary Service | 6.25% | N/A | N/A | N/A | 96.0% | 6.0% weighted payout |
| Drive Value from Neighbor’s Club | 6.25% | N/A | N/A | N/A | 134.7% | 8.4% weighted payout |
| Accelerate Growth Through Digital Experience | 6.25% | N/A | N/A | N/A | 119.2% | 7.4% weighted payout |
| Scale the Garden Center | 6.25% | N/A | N/A | N/A | 0.0% | 0.0% weighted payout |
| Total Strategic Initiatives Payout | 25% | — | — | — | — | 21.8% weighted payout |
CIP payout for Mills (75% target on base): Base $675,000 → Target $506,250; Actual payout $438,670 .
Long-Term Incentives (LTI) – Structure and Recent Outcomes
| Element | Weight | Vesting/Measurement | Key Terms |
|---|---|---|---|
| Stock Options | 25% | Ratably over 3 years | Exercise price at grant; value only if stock price rises . |
| RSUs | 25% | Ratably over 3 years | Full share value; retention-aligned . |
| PSUs | 50% | 3-year performance; 100% vest on 3rd anniversary if goals met | Metrics: net sales growth & EPS growth (50% each); relative TSR modifier +/-25% vs S&P 500 . |
PSU achievement (Grant year 2022; performance measured in FY2024):
| Metric | Threshold | Target | Maximum | Actual | Result |
|---|---|---|---|---|---|
| Net Sales (USD ‘000s) | $14,700,000 | $15,650,000 | $16,600,000 | $14,883,231 | Below target |
| EPS (split-adjusted) | $2.10 | $2.23 | $2.36 | $2.04 | Below threshold |
| Relative TSR Modifier | No change within 25th–75th percentile; TSR 68.41% | — | — | 68.41% | No modifier applied |
| Vesting Outcome | — | — | — | — | 30% of target shares vested (Mills: 3,663 shares) |
FY2024 grants to Mills:
| Grant Type | Grant Date | Quantity | Exercise Price / Close | Grant-Date FV |
|---|---|---|---|---|
| PSUs (target) | 02/05/2024 | 13,835 shares | — | $649,775 |
| RSUs | 02/05/2024 | 7,425 shares | — | $331,853 |
| Options | 02/05/2024 | 27,770 shares | $46.59 / $46.19 | $324,965 |
Equity Ownership & Alignment
| Ownership measure | Detail |
|---|---|
| Beneficial shares (direct/indirect) | 105,663 shares |
| Options/RSUs/PSUs vesting within 60 days | 87,250 shares |
| Total incl. near-term awards | 192,913 |
| Ownership as % outstanding | <1% |
| Stock ownership guideline | Executives must hold 3x base compensation within 5 years; shares from unvested time-based RSUs count; options and unvested performance awards do not . |
| Compliance status | Company reports all executive officers meet or are within initial compliance period . |
| Anti-hedging/pledging | Hedging, derivatives, short sales, and pledging/margin accounts prohibited . |
Notable activity and potential selling pressure indicators:
| Activity (FY2024) | Quantity | Value |
|---|---|---|
| Options exercised | 241,670 shares | $7,036,530 realized value |
| Stock awards vested | 60,445 shares | $2,791,198 value realized |
Outstanding equity awards at FY2024 year-end (Mills):
| Award Type | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Option | 02/03/2021 | 35,410 | — | $28.64 | 02/03/2031 |
| Option | 02/09/2022 | 18,360 | 9,180 | $44.39 | 02/09/2032 |
| Option | 02/08/2023 | 7,520 | 15,050 | $46.55 | 02/08/2033 |
| Option | 02/05/2024 | — | 27,770 | $46.59 | 02/05/2034 |
| RSUs (unvested) | 02/09/2022 | 2,145 | — | — | — (MV $117,031) |
| RSUs (unvested) | 02/08/2023 | 6,945 | — | — | — (MV $378,919) |
| RSUs (unvested) | 02/05/2024 | 7,425 | — | — | — (MV $405,108) |
| PSUs (unearned) | 02/09/2022 | 12,210 | — | — | — (MV $666,178) |
| PSUs (unearned) | 02/08/2023 | 11,560 | — | — | — (MV $630,714) |
| PSUs (unearned) | 02/05/2024 | 13,835 | — | — | — (MV $754,838) |
Deferred compensation elections:
| Measure | Amount |
|---|---|
| Executive contributions (FY2024) | $24,050 |
| Company match (FY2024) | $4,500 |
| Aggregate earnings (FY2024) | $13,896 |
| Aggregate withdrawals (FY2024) | $(119,394) |
| Ending balance (FY2024) | $75,133 |
Employment Terms
- Change-in-control agreements (double-trigger): If terminated within 2 years post-CIC without cause or for good reason, Mills receives 1.5x base salary + target bonus, two years of life/disability/medical benefits (cash equivalent), up to $40,000 outplacement, and pro-rata annual bonus (greater of target or projected at termination) . Equity accelerates: options vest and remain exercisable up to 2 years; RSUs fully vest; PSUs settle at target unless more favorable treatment applies or depending on assumption by successor; non-assumed PSUs vest at target (if pre-performance period end) or actual accrued if post-performance period end .
- Non-compete/non-solicit: 18 months post-CIC termination for NEOs (24 months for CEO); broader protective agreements tied to 2024 PSUs include non-compete, non-solicit, confidentiality, and non-disparagement with automatic PSU forfeiture upon breach (18 months for NEOs; 24 months for CEO) .
- No excise tax gross-ups; amounts may be cut back to avoid 280G/4999 if beneficial after-tax .
- Clawback: Company will recover incentive compensation paid in 3 prior fiscal years if a restatement reduces applicable performance metrics or stock/TSR-linked outcomes .
- Anti-hedging/anti-pledging: Prohibits short sales, derivatives, hedging, margin or pledging of company securities .
Potential payments (as of 12/28/2024):
| Scenario | Cash (Base+Bonus) | Equity Acceleration | Benefits/Other | Total |
|---|---|---|---|---|
| Change in Control (qualifying termination) | Base: $1,012,500; Bonus: $1,265,625 | $4,058,094 | $57,169 benefits; $4,464 life; $40,000 outplacement | $6,437,852 |
| Death or Disability | — | $3,591,770 | — | $3,591,770 |
Compensation Structure Analysis
- Pay mix: Significant at-risk component via CIP and LTI; PSU outcomes can be materially below target (30% of target vested for 2022 grant), underscoring performance linkage .
- Metrics simplicity and rigor: CIP centered on net income and four strategic initiatives; PSU metrics on net sales and EPS with relative TSR modifier; targets derived from budget and long-range plan benchmarks .
- Peer benchmarking: Compensation generally targeted around market 50th percentile using a peer group of large retailers (e.g., AutoZone, Best Buy, Dollar General, Ross, Ulta, etc.) .
- Governance protections: Clawback policy; robust stock ownership guidelines; no hedging/pledging; no tax gross-ups; minimum vesting requirements .
Investment Implications
- Alignment: Mills’ incentives are tied to profitability (CIP net income) and long-term growth (PSU net sales & EPS), with TSR moderation; equity ownership guidelines and anti-pledging/hedging policies strengthen alignment with shareholders .
- Selling pressure: FY2024 saw substantial option exercises (241,670 shares; $7.0M realized), plus significant vesting; while exercises don’t confirm open-market sales, they can add supply depending on disposition and withholdings—monitor Form 4s for net selling trends .
- Retention risk mitigants: Double-trigger CIC with 1.5x salary+target bonus, equity acceleration, and 18-month non-compete protect continuity but could create departure optionality in a sale; PSU protective agreements add deterrents to competitive exits .
- Performance signal: 2022 PSU vesting at 30% despite strong company achievements indicates a high bar; FY2024 CIP payout below target (Mills 65% of base) reflects disciplined pay-for-performance calibration amid mixed initiative outcomes (Garden Center at 0%) .
- Governance quality: High say-on-pay support (93% in 2024), independent compensation oversight, and no SERP/tax gross-ups reduce shareholder risk of pay inflation or misalignment .