ROSS STORES INC (ROST)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ROSS STORES INC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured independent director (since 2003) serving as Chairman; Ross's 3-year stock return of +110.4% outperforms the compensation peer group median by +112.5 percentage points, far exceeding the 65-point threshold needed to trigger a withhold vote, and no other policy flags apply.
Independent director (since 2001) with relevant retail executive experience; strong company TSR far outperforms the peer group, no overboarding or attendance issues identified.
Independent director (since 2022) with deep accounting and risk management expertise from a career at KPMG; joined within the last 3 years but TSR trigger does not fire regardless, and no other policy flags apply.
CEO and board member since December 2024, well within the 24-month new-director exemption from the TSR trigger; strong retail executive background and no other policy flags apply.
Independent director (since 2000) with technology and operations experience; company TSR significantly outperforms peers and no attendance, overboarding, or independence issues identified.
Executive director (Group President and COO, board member since 2021) with deep institutional knowledge of Ross; company TSR over 3 years is +110.4%, far above the peer group median, so the TSR trigger does not fire, and no other policy flags apply.
Independent director (since 2015) serving as Audit Committee Chair with demonstrated financial expertise as a former CFO and CEO; company TSR far exceeds peer group benchmarks and no other policy flags apply.
Independent director (since 2020) with retail marketing experience from The Home Depot and other retailers; company TSR strongly outperforms peers and no attendance, overboarding, or independence concerns identified.
Independent director (since 2021) with extensive human capital leadership experience; company TSR far outperforms the peer group median and no other policy flags apply.
All nine director nominees receive a FOR vote. Ross Stores' 3-year stock return of +110.4% outperforms the compensation peer group median by +112.5 percentage points, which is well above the 65-point threshold required to trigger a withhold vote under the strong-positive TSR band. No director has attendance below 75%, no overboarding issues were identified, audit committee members have appropriate financial expertise, and all independence designations appear consistent with disclosed relationships.
Say on Pay
✓ FORCEO
James G. Conroy
Total Comp
$17,406,705
Prior Support
86.0%%
CEO total compensation of approximately $17.4 million is within a reasonable range for a large-cap consumer discretionary retailer of Ross's size and complexity, and the pay program is heavily weighted toward variable pay — base salary accounts for only about 15% of total NEO compensation, well under the 40% fixed-pay threshold. The annual cash incentive and performance share awards are tied to a clearly defined adjusted pre-tax earnings target with formulaic payouts and a meaningful clawback policy, and the company's 3-year stock return of +110.4% dramatically outperforms the peer group median, confirming that above-benchmark incentive pay is aligned with strong shareholder outcomes. Prior-year Say on Pay support was 86%, well above the 70% threshold, and no structural concerns were identified.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,379,000
Non-Audit Fees
$755,000
Non-audit fees (audit-related fees of $379,000 plus tax fees of $376,000 totaling $755,000) represent approximately 31.7% of core audit fees of $2,379,000, which is well below the 50% threshold that would trigger a NO vote; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements were identified; and Deloitte is a Big 4 firm appropriate for a $70 billion market cap company.
Overall Assessment
The 2026 Ross Stores annual meeting presents a clean ballot with no significant governance concerns: the director slate benefits from exceptional 3-year stock performance that far exceeds peer group benchmarks, the executive compensation program is heavily performance-oriented with strong shareholder alignment, and the auditor fee structure is well within acceptable independence ratios. No stockholder proposals appear in this proxy filing.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing