DEF 14A of Ross Stores, Inc., Apr 9, 2024

DEF 14A of Ross Stores, Inc.

Filed Apr 9, 2024 · FY20230000745732-24-000015

Open on EDGAR

  1. VOTING MATTERS

    | Potential Payments Upon Termination or Change in Control | 41 | | Pay Versus Performance | 46 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 49 | | RELATED PERSON TRANSACTIONS | 49 | | DELINQUENT SECTION 16(a) REPORTS | 49 | | PROXY SOLICITATION FEES | 49 | | TRANSACTION OF OTHER BUSINESS | 50 | | STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING | 50 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS If elected, each nominee will hold office for a one-year term or until their successor is elected and qualified, unless they resign or their office becomes vacant by death, removal, or other cause in accordance with the Bylaws of the Company. Management knows of no reason why any of these nominees would be unable or unwilling to serve, but if any nominee(s) should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person(s) for the office of director as the Nominating and Corporate Governance Committee may recommend in the place of such nominee(s), unless the Board chooses to reduce the size of the Board. The terms of the 12 current directors - Michael Balmuth, K. Gunnar Bjorklund, Michael J. Bush, Edward G. Cannizzaro, Sharon D. Garrett, Michael J. Hartshorn, Stephen D. Milligan, Patricia H. Mueller, George P. Orban, Larree M. Renda, Barbara Rentler, and Doniel N. Sutton - will expire on the date of the Annual Meeting. One of our current directors, Ms. Renda, is not standing for re-election at the Annual Meeting. Accordingly, 11 persons are to be elected to serve as directors on the Board at the meeting.

  3. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS The Certificate of Incorporation and the Bylaws of the Company provide that the number of members of the Board may be fixed from time to time exclusively by the Board. The Company has a declassified Board, and all directors are to be re-elected annually. The Board currently consists of 12 authorized members; there are currently no Board vacancies. The number of authorized members of the Board has been reduced by one and set at 11 members, effective at the time of the Annual Meeting. The nominees recommended by the Nominating and Corporate Governance Committee for election by the stockholders to serve as members of the Board until the 2025 Annual Meeting of Stockholders are 11 of the incumbent directors. The proxies solicited by the Board cannot be voted for a greater number of persons than the 11 nominees named. The following table indicates the name, age (as of the Annual Meeting), business experience, principal occupation, and term of office of each nominee standing for election at the 2024 Annual Meeting.

  4. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | | | | Director | | | Principal Position | Age | Since | | Michael Balmuth | Executive Chairman of the Company since September 2023; Strategic Advisor of the Company from 2021 to August 2023; Chairman of the Board and Senior Advisor from 2019 to 2021; Executive Chairman from 2014 to 2019; Vice Chairman of the Board and Chief Executive Officer of the Company from 1996 to 2014; President from 2005 to 2009; Executive Vice President, Merchandising from 1993 to 1996; Senior Vice President, Merchandising from 1989 to 1993. Prior to rejoining the Board in September 2023, Mr. Balmuth had served on the Board from 1996 to 2021. The Nominating and Corporate Governance Committee has noted Mr. Balmuth’s long history and extensive executive and merchandising experience with the Company. | 73 | 2023 | | K. Gunnar Bjorklund | Lead Independent Director of the Board of the Company since September 2023; Chairman, Rev360 LLC from 2014 to December 2023; Managing Director, Sverica International from 1991 to 2014; Director, Corporate Strategic Planning, American Express Company from 1987 to 1990; Management Consultant, McKinsey & Company from 1985 to 1987. The Nominating and Corporate Governance Committee has noted Mr. Bjorklund’s executive and consulting experience, including consumer-facing strategic planning experience. | 65 | 2003 | | Michael J. Bush | Managing Member, B IV Investments, LLC since 2007; Executive Chairman, Trumaker, Inc. from 2016 to 2018; Chief Executive Officer, 3 Day Blinds, Inc. from 2007 to 2010, Member of the Board of Directors from March 2010 to September 2010; President and Chief Executive Officer, Anchor Blue Retail Group from 2003 to 2007; President and Chief Executive Officer, Bally, North America, Inc. and member of the Board of Directors, Bally International AG from 2000 to 2002; Executive Vice President, Chief Operating Officer and Director, Movado, Inc. from 1995 to 2000; Senior Vice President of Strategic Planning and Marketing of the Company from 1991 to 1995. The Nominating and Corporate Governance Committee has noted Mr. Bush’s executive and financial management experience, including retail strategic planning and operational experience. | 63 | 2001 | | Edward G. Cannizzaro | Member of the Boards of Directors, PG&E Corporation and Pacific Gas and Electric Company since February 2023 (also member of the Audit Committees of PG&E Corporation and Pacific Gas and Electric Company, and the Finance and Innovation Committee of PG&E Corporation); Global Head of Quality, Risk, and Regulatory for KPMG International from 2018 to 2022 and a member of the Global Management Team; Risk Management Partner for KPMG LLP in the U.S. from 2016 to 2018 and Board member of KPMG LLP and KPMG Americas from 2014 to 2018. Additional positions held at KPMG from 1994 to 2016 included Lead Engagement Partner, as well as Partner-in-Charge of Audit for the Western United States, Silicon Valley, and Los Angeles, after becoming Partner in 1994. He also held various client service roles with increased levels of responsibility at KPMG from 1983 to 1994. The Nominating and Corporate Governance Committee has noted Mr. Cannizzaro’s accounting and consulting experience, including risk management and regulatory compliance experience across many industries. | 63 | 2022 |

  5. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | Sharon D. Garrett | Management Consultant since 2013; Member of the Board of Directors, Jerome’s Furniture from 2017 to 2020 (also member of the Strategic Planning (Chair) and Compensation committees); Member of the Board of Directors, Scott’s Liquid Gold-Inc. from 2014 to 2016 (also member of the Audit and Compensation committees); Executive Vice President, Revenue Cycle Optimization, American Medical Response, Inc. from 2012 to 2013, Senior Vice President, Reimbursement Services from 2007 to 2012; Chief Operating Officer, PT Holdings from 2006 to 2007; Executive Vice President, Enterprise Services, PacifiCare Health Systems from 2002 to 2005; provided interim executive services for various companies from 2000 to 2002, including Chief Executive Officer, Zyan Communications from April to November 2000; Senior Vice President and Chief Information Officer, The Walt Disney Company from 1989 to 2000. The Nominating and Corporate Governance Committee has noted Ms. Garrett’s executive and operational experience, including information technology and cyber risk experience. | 75 | 2000 | | Michael J. Hartshorn | Group President and Chief Operating Officer of the Company since 2019 and member of the Board of Directors since 2021; Group Executive Vice President, Finance and Legal, and Chief Financial Officer during 2019; Executive Vice President, Chief Financial Officer from 2018 to 2019; Group Senior Vice President, Chief Financial Officer from 2015 to 2018; Senior Vice President and Chief Financial Officer from 2014 to 2015; Senior Vice President and Deputy Chief Financial Officer from 2012 to 2014; Group Vice President, Finance and Treasurer from 2011 to 2012; Vice President, Finance and Treasurer from 2006 to 2011. From 2002 to 2006, Mr. Hartshorn held a number of management roles in the Ross IT and supply chain organizations, after initially joining the Company in 2000 as Director and Assistant Controller. For seven years prior to joining Ross, he held various financial roles at The May Department Stores Company. The Nominating and Corporate Governance Committee has noted Mr. Hartshorn’s extensive executive and operational experience with the Company. | 56 | 2021 | | Stephen D. Milligan | Member of the Board of Directors, Autodesk, Inc., since 2018 (also member of the Audit Committee since 2019); Member of the Board of Directors, Western Digital Corporation from 2013 to 2020, Chief Executive Officer from 2013 to 2020, President from 2012 to 2013; Chief Executive Officer, Hitachi Global Storage Technologies from 2009 to 2012, Chief Financial Officer from 2007 to 2009; Senior Vice President, Finance and Chief Financial Officer, Western Digital from 2004 to 2007, Vice President of Finance from 2002 to 2003. The Nominating and Corporate Governance Committee has noted Mr. Milligan’s executive and financial experience, including consumer-facing products experience. | 60 | 2015 |

  6. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | Patricia H. Mueller | Management Consultant since 2016; Member of the Board of Directors, Dave & Buster’s Entertainment, Inc. from 2015 to 2022 (also member of the Compensation and Nominating and Corporate Governance (Chair) committees); Chief Marketing Officer and Senior Vice President, Advertising and Marketing at The Home Depot, Inc. from 2011 to 2016 and Vice President, Advertising from 2009 to 2011; Senior Vice President, Marketing and Advertising, The Sports Authority, Inc. from 2006 to 2009; Vice President, Marketing and Advertising, American Signature, Inc. from 2004 to 2006. Additional executive positions at ShopNBC TV network from 1999 to 2004 included Senior Vice President, TV Sales and Promotions; Senior Vice President, Strategic Development; and Senior Vice President, Marketing and Programming. Ms. Mueller also held prior executive and leadership positions with Montgomery Ward, LLC from 1984 to 1999. The Nominating and Corporate Governance Committee has noted Ms. Mueller’s executive and operational experience, including retail marketing experience. | 61 | 2020 |

  7. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | George P. Orban | Managing Partner, Orban Partners, a private investment company, since 1984; Chairman of the Board of the Company from 2021 to August 2023; Chairman of the Board, Egghead.com, Inc. from 1997 to 2001, Chief Executive Officer from 1997 to 1999. The Nominating and Corporate Governance Committee has noted Mr. Orban’s executive retail experience and his longstanding familiarity with the Company. | 78 | 1982 |

  8. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | Barbara Rentler | Chief Executive Officer of the Company and member of the Board of Directors since 2014, Vice Chair of the Board since 2021; President and Chief Merchandising Officer, Ross Dress for Less from 2009 to 2014 and Executive Vice President, Merchandising from 2006 to 2009; also served at dd’s DISCOUNTS as Executive Vice President and Chief Merchandising Officer from 2005 to 2006 and Senior Vice President and Chief Merchandising Officer from 2004 to 2005. Prior to that, Ms. Rentler held various merchandising positions since joining the Company in 1986. The Nominating and Corporate Governance Committee has noted Ms. Rentler’s extensive executive and merchandising experience with the Company. | 66 | 2014 |

  9. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | Doniel N. Sutton | Chief People Officer, Pinterest, Inc. since February 2024; Member of the Board of Directors, Morningstar, Inc. since 2021 (also member of the Audit Committee and Compensation Committee since 2021); Chief People Officer, Alteryx, Inc. from 2022 to October 2023; Chief People Officer, Fastly, Inc. from 2020 to 2022; Senior Vice President, People at PayPal Holdings, Inc. from 2017 to 2019, Vice President Human Resources from 2014 to 2017, and Senior Director, Human Resources from 2011 to 2014; Vice President, Human Resources, Real Estate and Relocation Services at Prudential Financial, Inc. from 2010 to 2011; Senior Vice President, Human Resources, Home Loan Servicing and Technology, Bank of America Corporation from 2008 to 2010, Vice President, Human Resources, Sales, Service, and Execution from 2005 to 2008, and Senior Human Resources Manager, Transaction Services from 2002 to 2005. Ms. Sutton also held prior human resources leadership roles at Honeywell International Inc. from 1997 to 2002. The Nominating and Corporate Governance Committee has noted Ms. Sutton’s executive and operational experience, including human capital leadership experience across industries. | 50 | 2021 |

  10. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    The following table provides diversity information regarding our current directors. The diversity information presented below is based on voluntary self-identification responses we received from each director.

  11. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    | Board Diversity Matrix (As of April 9, 2024) | | | | | | Total Number of Directors | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 5 | 6 | 0 | 1 | | Part II: Demographic Background | | | | | | African American or Black | 1 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 1 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 4 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 1 | | | |

  12. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    Biographical information concerning our executive officers is contained in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. During fiscal 2023, the Board held six meetings. No incumbent member of the Board, while serving in such capacity, attended fewer than 75% of the total number of Board meetings and applicable committee meetings held during the year. The Board of Directors has determined that Mses. Garrett, Mueller, Renda, and Sutton, and Messrs. Bjorklund, Bush, Cannizzaro, Milligan, and Orban are each an independent director under the applicable corporate governance requirements of the Nasdaq Stock Market (“Nasdaq”) listing rules. During the fiscal year, the independent directors held five meetings in executive session without management. We have standing Audit, Compensation, and Nominating and Corporate Governance committees. The Board has adopted written charters for each of these committees, which are posted on the Company’s corporate website, www.rossstores.com in the “Investors” section under “Corporate Governance.” The Board has also adopted a Code of Ethics for Senior Financial Officers and a Code of Business Conduct and Ethics that applies to all of our employees, officers, directors, and business partners. Both of these Codes are also posted on the Company’s website, as are the Company’s Corporate Governance Guidelines adopted by the Nominating and Corporate Governance Committee. Annual self-evaluations are conducted by the Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, to review and assess their performance and practices. Board Leadership Structure. Our Board has separated the roles of Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”). Michael Balmuth currently serves as Chairman since he rejoined the Board as Executive Chairman on September 1, 2023. George P. Orban served as the independent Chairman of our Board from May 19, 2021 until August 31, 2023. Barbara Rentler has been our CEO since 2014 and has been serving as Vice Chair of the Board since May 19, 2021. The Board has designated a Lead Independent Director, to act as a liaison between the Executive Chairman, CEO, and independent directors. Mr. K. Gunnar Bjorklund has served as the Lead Independent Director since September 1, 2023. In establishing its leadership structure, our Board seeks to have both strong leadership as a Board and a strong CEO, and to encourage active oversight by the independent directors. Although the Board recognizes that the optimal leadership structure may change as circumstances evolve, our experience has shown that separation of the roles of Chairman and CEO can contribute to the effectiveness of both. However, for this structure to be most effective, it is key who fills each of these roles, and our Board believes that it is preferable for both people in these roles to have deep industry expertise and organizational familiarity with the Company. Mr. Balmuth has been with the Company since 1989. He previously served as our CEO (from 1996 to 2014) and Chairman of the Board (from 2014 to 2021) and has in-depth business knowledge and organizational familiarity with the Company, which makes him well-suited to fill the role of Chairman. Barbara Rentler, our CEO since 2014, has been with the Company since 1986 and has extensive executive and merchandising experience with the Company. Audit Committee. The members of the Audit Committee during fiscal 2023 were Mses. Garrett and Renda, and Messrs. Cannizzaro and Milligan (Chair). Each of the members of the Audit Committee is independent as determined under the applicable corporate governance requirements of the Nasdaq listing rules. The Board has also determined that Mses. Garrett and Renda, and Messrs. Cannizzaro and Milligan are each “financially literate” and that Mr. Milligan is considered to be an “audit committee financial expert” as that term is defined in rules issued by the SEC. Core functions of the Audit Committee include retaining the Company’s independent auditors, reviewing their independence, reviewing and approving the planned scope of the annual audit, reviewing and approving any fee arrangements with the auditors, overseeing their audit work, reviewing and pre-approving any non-audit services that may be performed by them and the related fees, oversight relating to the adequacy of the Company’s accounting and financial controls, reviewing the Company’s critical accounting estimates and significant accounting policies, oversight of the internal audit function, and reviewing and approving certain related person transactions and disclosures. The Audit Committee held nine meetings during fiscal 2023. The functions and activities of the Audit Committee are further described under the heading Board of Directors Audit Committee Report. The Audit Committee also assists the Board in providing oversight of the management of certain Company risks, particularly in the areas of internal controls and financial reporting, cybersecurity, and the Company’s climate change and sustainability efforts. Compensation Committee. The members of the Compensation Committee during fiscal 2023 were Mses. Mueller and Sutton, and Messrs. Bjorklund and Bush, each of whom is independent as determined under the applicable corporate governance requirements of the Nasdaq listing rules. During fiscal 2023, Mr. Bjorklund served as Chair of the Compensation Committee. This committee held seven meetings during fiscal 2023. The Compensation Committee serves to carry out the responsibilities of the Board relating to determining the compensation of the Company’s executives, including the compensation of our CEO. This committee oversees and administers the policies and plans that govern the cash, equity, and incentive compensation of executive officers and independent directors of the Company. This committee is responsible for establishing and administering the terms, criteria, and size of equity compensation grants under the Company’s 2017 Equity Incentive Plan, and of cash bonuses under the Company’s annual cash incentive bonus plan (the “Incentive Compensation Plan”), including establishing and certifying the attainment of the performance goals it sets for those compensation plans. It also provides oversight in administering the Company’s Employee Stock Purchase Plan, 401(k) Plan, Non-Qualified Deferred Compensation Plan, and Health and Welfare Plans. This committee is also tasked with assisting the Board in succession planning and development and retention of senior management talent, and helping to facilitate leadership continuity and organizational strength to achieve the Company’s short- and long-term goals. As described below under the caption “Compensation Discussion and Analysis,” the third-party consultant retained by the Compensation Committee during fiscal 2023 to provide market data and advice on executive compensation matters was Exequity, LLP, which was retained only after assessing their independence under the criteria provided in the applicable corporate governance requirements of the Nasdaq listing rules. After review by the Compensation Committee and management regarding the Company’s compensation policies and practices with respect to risk-taking incentives and risk management, the Company does not believe that potential risks arising from its compensation policies or practices are reasonably likely to have a material adverse effect on the Company.

  13. INFORMATION REGARDING NOMINEES AND INCUMBENT DIRECTORS

    Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee during fiscal 2023 were Mses. Garrett, Mueller, Renda, and Sutton, and Messrs. Bjorklund, Bush, Cannizzaro, Milligan, and Orban. Each of the members of the Nominating and Corporate Governance Committee is independent as determined under the applicable standards of the Nasdaq listing rules. The Nominating and Corporate Governance Committee considers qualified candidates for nomination for election or appointment to the Board of Directors, and makes recommendations to the full Board concerning such candidates. This committee also assists with Board-level oversight on general matters involving our corporate governance and related policies. This committee held four meetings during fiscal 2023. During fiscal 2023, Mr. Bush (through May 17, 2023) and Ms. Mueller (since May 17, 2023) served as the Chair of the Nominating and Corporate Governance Committee. Board and Audit Committee Roles in Risk Management and Other Areas. Our Board exercises general oversight of our risk management activities, and regularly requests and receives reports from management, including direct presentations and reports made to our Board by members of our management team with operational responsibility for risk management in various parts of our business. With respect to risks related to cybersecurity, our Board has delegated the primary oversight responsibility to the Audit Committee. The Audit Committee, along with management, reports to the full Board on these matters throughout the year. The Audit Committee receives quarterly cybersecurity reports and engages directly with our management team, including our Chief Capability Officer, Chief Information Officer, and Chief Information Security Officer, on cybersecurity risk management and related risk topics, including incident response and recovery protocols, associate trainings and awareness, recent Company and industry developments, and our related compliance programs and practices. As described below under the caption “Additional Information About Our Initiatives Regarding Environmental, Social, and Governance (“ESG”) Matters and Diversity, Equality, and Inclusion (“DE&I”) Matters,” our Board also oversees our approach to addressing ESG matters, including matters related to climate change, DE&I matters, health and safety matters, human capital management, and shareholder relations. In addition, the Audit Committee assists the Board with oversight of our sustainability program and our approach to environmental, sustainability, and climate initiatives and related risk management efforts, including greenhouse gas (“GHG”) reduction initiatives and target setting.

  14. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The chart below summarizes all compensation earned by all persons serving on our Board of Directors for their services during fiscal 2023:

  15. COMPENSATION OF DIRECTORS

    | Director Compensation (Fiscal 2023) | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation (2) | Total Compensation | | Michael Balmuth* | $— | $— | $— | $— | | K. Gunnar Bjorklund | $133,250 | $165,026 | $— | $298,276 | | Michael J. Bush | $112,000 | $165,026 | $— | $277,026 | | Edward G. Cannizzaro | $106,000 | $165,026 | $— | $271,026 | | Sharon D. Garrett | $106,000 | $165,026 | $— | $271,026 | | Michael J. Hartshorn* | $— | $— | $— | $— | | Stephen D. Milligan | $150,000 | $165,026 | $— | $315,026 | | Patricia H. Mueller | $112,000 | $165,026 | $— | $277,026 | | George P. Orban | $150,000 | $285,111 | $— | $435,111 | | Larree M. Renda | $106,000 | $165,026 | $— | $271,026 | | Barbara Rentler* | $— | $— | $— | $— | | Doniel N. Sutton | $102,000 | $165,026 | $— | $267,026 |

  16. COMPENSATION OF DIRECTORS

    * In fiscal 2023, Mr. Balmuth, Mr. Hartshorn, and Ms. Rentler did not receive any separate compensation for their service as members of the Board. Information regarding compensation for Mr. Balmuth, Mr. Hartshorn, and Ms. Rentler is reflected in the “Summary Compensation Table” and accompanying discussion. (1) In fiscal 2023, continuing directors were awarded an annual equity retainer fee in shares of restricted common stock under the Company’s 2017 Equity Incentive Plan with a value of $165,000, subject to vesting over three years of continued service. Mr. Orban served as Chairman of the Board until August 31, 2023, and was awarded an additional equity retainer fee for shares of restricted stock with a value of $120,000 in May 2023, subject to vesting over three years of continued service. The number of shares awarded is determined by dividing the target grant value by the closing price of Ross Stores, Inc. common stock as reported on the Nasdaq Stock Market on the date of grant and rounding up to the next whole share. For fiscal 2023, the amount shown for Mr. Orban reflects restricted stock awards of 2,747 shares granted on May 17, 2023; the amounts shown for Mses. Garrett, Mueller, Renda, and Sutton and for Messrs. Bjorklund, Bush, Cannizzaro, and Milligan, reflect a restricted stock award of 1,590 shares granted on May 17, 2023. The outstanding equity awards held at fiscal year-end by independent directors and that remain subject to vesting were as follows: a.Mr. Bjorklund: 3,166 shares of the Company’s common stock. b.Mr. Bush: 3,166 shares of the Company’s common stock. c.Mr. Cannizzaro: 3,800 shares of the Company’s common stock. d.Ms. Garrett: 3,166 shares of the Company’s common stock. e.Mr. Milligan: 3,166 shares of the Company’s common stock. f.Ms. Mueller: 3,166 shares of the Company’s common stock. g.Mr. Orban: 5,504 shares of the Company’s common stock. h.Ms. Renda: 3,166 shares of the Company’s common stock. i.Ms. Sutton: 3,484 shares of the Company’s common stock. (2) As noted in the table below captioned “All Other Compensation (Perquisites) for Fiscal 2023” and the related discussion, occasionally our executive officers may fly on Company-provided private aviation flights made for business purposes, and our directors may also occasionally fly on private flights for business purposes. Family members of directors and executive officers may join them if there is a seat that would otherwise go unfilled. Because this benefit has no incremental cost to the Company, no dollar value for it is reflected in the table.

  17. Overview

    Overview We operate two brands in the competitive off-price apparel and home goods sector — Ross Dress for Less, the largest off-price apparel and home fashion chain in the United States, and dd’s DISCOUNTS. To effectively compete in this environment, we need to attract and retain an executive leadership team with the necessary expertise and experience to successfully execute our off-price strategies in all facets of our operations. Maintaining management stability and retaining smart people who know our business are critical to our success. Our Named Executive Officers (NEOs) have an average tenure with our company of over 19 years. Over the last 10 years, our average annual total shareholder return has been 17%, and our average annual rate of return on equity has been 40%. We have also returned $7.9 billion to stockholders through annual share repurchases during that time. Our philosophy and approach to executive compensation have been consistent for many years and serve to align executive interests with those of our stockholders. Key design features that reinforce alignment with stockholder interests include: Our compensation programs are structured to pay for performance and emphasize “at risk” pay over fixed pay, with more than 50% of our NEOs’ ongoing compensation opportunity tied to Company performance. In addition to at-risk pay components, a meaningful percentage of the NEOs’ pay is in the form of restricted share grants which generally vest over four to five years, providing a strong link between realized pay and the long-term share price, and therefore with long-term Company performance to the extent that it is reflected in the share price, while at the same time producing strong incentives for executive retention. Other noteworthy compensation-related governance policies include: We have meaningful stock ownership guidelines for executive officers and independent directors, and our policies preclude hedging and pledging for all insiders. We limit accelerated vesting upon a change in control to situations where the executive is involuntarily terminated or terminates for good reason. We do not provide NEOs with tax gross-ups on perquisites or payments related to a change in control. The Compensation Committee formally evaluates risks in our compensation plans each year. We believe that our compensation practices, along with our strong history of financial performance and shareholder returns, have been key contributors to the consistently strong levels of shareholder support for our “Say on Pay” proposals each year since Say on Pay voting was implemented in 2011.

  18. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives We believe in strongly aligning executive compensation with stockholder interests by linking significant elements of the compensation package directly to stock value. Retention is also an important objective of our programs, as we believe that the Company’s growth and improvements in year-over-year performance are directly related to the consistent, sustained efforts of our executive leadership team. Our executive compensation program is designed to: •Attract, retain, and motivate a strong executive leadership team to create and sustain our business success in the competitive off-price apparel and home goods market. •Reinforce our high-performance culture and values through programs focused on clarity and accountability, that are also levered to deliver above-market compensation opportunities for superior performance and results. •Create alignment of interests between the executive leadership team and stockholders, with a focus on longer-term stockholder value creation. •Differentiate executive pay to recognize critical skills, contributions, and the current and future potential impact on the organization’s success. We achieve these objectives through a balanced combination of the following three primary components of our compensation programs: •Base Salary: A fixed cash compensation amount that is competitive within the markets in which we compete for executive talent. Base salaries account for approximately 17% of our NEOs’ total compensation. •Annual Cash Incentive Program: The Incentive Compensation Plan has payout levels based on the degree of achievement of annual Company performance targets. The Incentive Compensation Plan is designed to focus the entire executive leadership team on shared annual Company performance targets. •Long-Term Equity Incentives: The greatest emphasis among the three components is placed on longer-term incentives, in order to focus and align our executive leadership team upon achievement of increased long-term stockholder value. Equity-based compensation takes two forms — performance share awards and restricted stock awards, which are subject to performance-based and/or time-based vesting requirements. We do not provide pensions or supplemental retirement plans, and we do not match any contributions under our deferred compensation plan.

  19. Comparative Framework

    Comparative Framework Peer group data are among a number of factors considered in determining compensation levels and packages for our NEOs. However, true analogs to Ross are difficult to find in the traditional retail apparel sector. Although the Committee considers the compensation practices of peer companies, it does not make any determinations or changes in compensation in reaction to that market data alone, and does not target compensation to a specific point or range within any peer group. In addition to reviewing their compensation practices, the Committee also evaluates the financial and operating performance of the peer group companies over one-, three-, five-, and ten-year time frames to gauge the Company’s comparative performance with a clear focus on the longer term. The Committee annually reviews the companies included in the peer group and may change peer group composition as it deems appropriate. For fiscal 2023, these peer group companies consisted of:

  20. Setting Performance Metrics for Incentive Compensation

    Setting Performance Metrics for Incentive Compensation Each year, the Committee reviews and establishes the annual performance metrics to be used for the Incentive Compensation Plan and for the performance share award component of our long-term equity incentive program, both of which are described in more detail below. The philosophy embraced by the Committee has not changed significantly since 1982 — it emphasizes consistency, simplicity, objectivity, and alignment across the executive leadership team. For fiscal 2023, the Committee again established “adjusted pre-tax earnings” (defined below), as the performance metric for both the Incentive Compensation Plan and the performance share awards. The Committee selected adjusted pre-tax earnings because the Committee believes that measure to be the key driver of stockholder value in the Company’s business. Additionally, the Committee believes that adjusted pre-tax earnings: •is simple and objectively measured; •emphasizes controlling cost and increasing profit; and •aligns the interests of the executives with stockholders. The Committee chose to establish the same performance metrics for both short- and long-term incentive compensation because it believes that adjusted pre-tax earnings is the most significant measure of Company performance and that the management team performs better when it is focused on reinforced, well-understood metrics rather than dividing its efforts among a number of metrics that vary by individual. “Adjusted pre-tax earnings” is defined as the earnings before taxes as reported in the Company’s consolidated statement of earnings for the fiscal year coinciding with the performance period, adjusted to exclude the reduction in earnings resulting from the accrual of compensation expense for annual incentive awards and performance share awards granted with respect to the performance period. The adjusted pre-tax earnings target is determined annually and in a manner consistent with the Company’s five-year planning process, its annual budget process, and its long-term earnings per share growth objectives.

  21. Annual Cash Incentive Bonus

    Annual Cash Incentive Bonus The Incentive Compensation Plan is an annual cash incentive program designed to link a meaningful portion of each NEO’s current cash compensation with the Company’s achievement of annual performance objectives. Having the same metrics and incentive program for all officers serves to align the entire executive leadership team. A payout is made after the Company’s performance results for the fiscal year are reviewed and the Committee has assessed the level of performance. This portion of executive compensation is completely at risk. The target annual cash incentive bonus amounts vary among the executives and are determined based on: (i) annual cash incentive compensation target levels for similar positions at peer companies; and (ii) each executive’s scope of responsibilities, performance, and criticality to the Company. For fiscal 2023, the amounts payable to the eligible NEOs were determined by the level of actual adjusted pre-tax earnings achieved relative to the target established and approved by the Committee at its meeting on March 8, 2023. The amount payable to each NEO is 100% formula driven, based on the Company’s actual results compared against the target, and the Committee does not make individual adjustments based on subjective factors. When actual results exceed or fall below the target, the actual payout is proportionally increased or decreased from the target award level (subject to reaching a minimum threshold and to a maximum payout “cap”). For fiscal 2023, the adjusted pre-tax earnings target and incentive award payout formula was:

  22. Annual Cash Incentive Bonus

    | Adjusted Pre-tax Earnings | Percent of Earnings Target Achieved | Percent of Target Annual Cash Incentive Bonus Paid | | — | <80% | —% | | $1,845,004,180 | 80% | 50.00% | | $1,960,316,941 | 85% | 62.50% | | $2,075,629,703 | 90% | 75.00% | | $2,190,942,464 | 95% | 87.50% | | $2,306,255,225 | 100% | 100.00% | | $2,421,567,986 | 105% | 140.00% | | $2,536,880,748 | 110% | 165.00% | | $2,652,193,509 | 115% | 185.00% | | $2,767,506,270 | 120% | 200.00% |

  23. Annual Cash Incentive Bonus

    The payout percentages are linear between the points shown above. In fiscal 2023, the Company achieved a level of adjusted pre-tax earnings above the target, resulting in a payout of 200.00% of the target award (also see Grants of Plan-Based Awards Table).

  24. Long-Term Equity Incentives

    Long-Term Equity Incentives The objectives of the long-term equity incentive grants are to: (1) align the financial interests of our NEOs with the interests of our stockholders by providing incentives that reward and focus NEO attention on the successful, longer-term strategic management of the business; (2) attract, retain, and motivate a high-performing group of NEOs; and (3) limit stockholder dilution. NEOs are granted long-term equity incentives in the form of restricted stock awards and performance share awards. These two forms of equity award encourage retention and reward NEO performance in different, complementary ways. The value of restricted stock and performance share awards are both directly affected by stock price changes, so the value to the NEO is impacted by both decreases and increases in stock price. Restricted Stock Awards: Restricted stock awards granted to our NEOs generally vest over four to five years. We believe that the value of these awards and their extended vesting periods provide a strong incentive for our NEOs both to remain employed at the Company and to successfully manage and grow the value of Ross shares over the long term, and thereby align the financial interests of our NEOs with those of our stockholders. They also expose our NEOs to the consequences of both increases and decreases in the value of Ross shares. The determination of the value of restricted stock awards granted to our NEOs is based on the Committee’s assessment of the individual’s prior and outstanding awards, the vesting schedule of those outstanding awards, and a subjective analysis of each individual’s scope of responsibilities, individual performance, criticality to the Company, and expected future contributions to the Company. Performance Share Awards: Performance share awards are rights to receive shares of Ross common stock on a specified date based on the extent to which the Company attains a predetermined performance target during the preestablished measurement period. This portion of compensation is completely at risk due to the performance-based structure of our performance share awards. A portion of the performance shares (typically 70%), once earned, is then generally subject to further vesting based on continued service to the Company over the next two years. We believe this framework encourages retention and further strengthens the incentive to produce long-term value for our stockholders by working to increase the share price over a multi-year time horizon. Performance shares granted to our NEOs in fiscal 2023 have a performance period of one year (which is the Company’s 2023 fiscal year) with a performance metric based on an annual pre-tax earnings target and are subject to time-based vesting over a three-year period from the grant date.

  25. CEO Equity Awards

    CEO Equity Awards The Committee believes that the CEO’s off-price retail skills, familiarity with the Company, and leadership expertise are critical to the continued success of the Company. In addition, it is the Committee’s strong belief that continuity of leadership at the CEO level has been a key driver of the Company’s successful long-term performance. Therefore, the Committee pays significant attention to creating long-term equity incentives in structuring compensation packages for our CEO, with performance and retention over the longer-term being the biggest considerations. The Committee believes the longer vesting schedules of the equity awards enhances the retentive value of the awards and strengthens the CEO’s focus on maximizing the longer-term financial performance and market value of the Company. For fiscal 2023, the equity grants awarded to our CEO consisted of a restricted stock award and a performance share award. The restricted stock award granted to Ms. Rentler was made on March 8, 2023 and will vest 100% on March 19, 2027. Ms. Rentler’s performance share award grant was made on March 8, 2023. The performance shares earned are subject to vesting over a period of three years as follows: 30% on March 22, 2024; 30% on March 21, 2025; and 40% on March 20, 2026.

  26. Other NEO Equity Awards

    Other NEO Equity Awards Messrs. Hartshorn and Orvos each received a restricted stock award in fiscal 2023 during the annual review cycle. Mr. Balmuth received a restricted stock award in connection with his appointment as Executive Chairman in September 2023, and Mr. Brinkley received a restricted stock award in connection with his hire date and appointment as President, Operations in October 2023. The values of the restricted stock awards made to our NEOs were determined after considering the peer group described above, and were based on the individual’s prior outstanding awards, the vesting schedule of such awards, as well as a subjective analysis of each individual’s scope of responsibilities, individual performance, criticality to the Company, and expected future contributions to the Company. In addition, Messrs. Hartshorn and Orvos were each granted a performance share award in fiscal 2023. Performance shares granted to our NEOs in fiscal 2023 are subject to vesting over a three-year period beginning on the date of grant as follows: 30% on March 22, 2024; 30% on March 21, 2025; and 40% on March 20, 2026. The size of the performance share award varied by executive position and was based on a target dollar value of the award divided by the stock price on the date of grant. As noted above, for fiscal 2023, adjusted pre-tax earnings was chosen by the Committee as the performance measure for the performance share awards. The actual number of performance shares that might be earned for fiscal 2023 was determined based on the actual Company performance measured over the one-year period against the predetermined 2023 performance target as follows:

  27. Other NEO Equity Awards

    | Adjusted Pre-tax Earnings | Percent of Earnings Target Achieved | Percent of Target Performance Shares Issued as Common Shares | | — | <90% | —% | | $2,075,629,703 | 90% | 66.70% | | $2,306,255,225 | 100% | 100.00% | | $2,767,506,270 | 120% | 200.00% |

  28. Other NEO Equity Awards

    The payout percentage is linear between the points shown above. In fiscal 2023, the Company attained a level of achievement relative to the target which resulted in the payout of 200.00% of the target awards, to be issued in shares on the settlement and initial vesting date of March 22, 2024, and thereafter subject to the further vesting schedule from the date of grant. The table below shows the threshold, target, and maximum performance share amounts and the number of shares actually calculated as earned by each NEO (subject to vesting) for fiscal 2023:

  29. Other NEO Equity Awards

    | NEO | FY 2023 Value of Target Performance Share Award at Grant | Threshold Number of Performance Shares | Target Number of Performance Shares | Maximum Number of Performance Shares | FY 2023 Performance Shares Issuable (1) | FY 2023 Value of Performance Shares Issuable (As of March 22, 2024) | | Rentler | $6,600,082 | 40,373 | 60,529 | 121,058 | 121,058 | $17,598,201 | | Orvos | $500,057 | 3,059 | 4,586 | 9,172 | 9,172 | $1,333,334 | | Balmuth | $— | — | — | — | — | $— | | Hartshorn | $2,400,079 | 14,682 | 22,011 | 44,022 | 44,022 | $6,399,478 | | Brinkley | $— | — | — | — | — | $— |

  30. Other NEO Equity Awards

    (1) Performance share awards are rights to receive shares of stock on a specified settlement date based on the extent to which the Company attains the predetermined fiscal 2023 performance target. The shares issuable upon attaining the performance target are thereafter subject to a separate vesting schedule based on continued service by the recipient. For fiscal 2023, the number of shares payable to the NEOs was determined by the level of actual adjusted pre-tax earnings achieved relative to the target previously established by the Committee. The performance measure was approved by the Committee at its meeting on March 8, 2023. For fiscal 2023, the Committee approved a payout of 200.00% of the target awards. The performance factor is applied to the target number of shares; if the product results in a fractional share, the award is rounded up to the next whole share. The target award is generally segmented into three vesting tranches as follows: 30% on March 22, 2024; 30% on March 21, 2025; and 40% on March 20, 2026. In accordance with the grant agreements, if the date targeted for vesting turns out to be a date on which a sale of shares by the recipient would violate the Company’s Insider Trading Policy (that is, if the “trading window” is closed for Company executive officers), then notwithstanding the targeted vesting schedule for that share award, the vesting date (and settlement date, if applicable) will instead be the next business day on which a sale would not violate the Insider Trading Policy.

  31. Grant Date Policy

    Grant Date Policy We issue equity awards in the form of performance share awards and restricted stock grants according to a pre-established grant date calendar based on the executive officer’s hire date, promotion date, contract renewal date, or as part of the Company’s annual performance review process, generally conducted in March of each year. We review the performance and adjust the compensation for the majority of our executive officers annually at that same time. We do not time grant dates based on any favorable or unfavorable non-public information anticipated to be disclosed at a later date. Our Board and the Committee have also delegated authority to the CEO and COO, subject to certain limits, to grant equity awards to current and newly hired associates and to associates who receive promotions below the executive officer level, including as part of the normal annual focal review process.

  32. Employment Agreements

    Employment Agreements All our NEOs have entered into employment agreements with the Company (see discussion below of NEO contract terms and severance benefits). We believe these employment agreements benefit both the NEOs and the Company because they allow our executives to focus on their responsibilities and objectives without concern for their employment security in the event of a termination or change in control. All of our executive employment agreements, for the CEO as well as for all other executive officers, provide for severance benefits in certain situations. The executive employment agreements also provide for “double-trigger” acceleration of vesting for outstanding equity grants in the event of termination of service upon a change in control (see further discussion below under “Potential Payments upon Termination or Change in Control”). We believe that these employment agreements are also an effective retention tool for executives while providing protection for the Company. The agreements reaffirm protection of our confidential information and trade secrets, and provide post-termination restrictions on recruiting our current associates.

  33. Additional Executive Compensation Policies

    Directors and executive officers are allowed five years to initially meet the stock ownership levels. All shares owned outright, shares owned jointly or separately by a spouse or dependents, shares held in a trust for the economic benefit of the executive or their family, and granted but unvested restricted stock are taken into consideration in determining compliance with these ownership guidelines. It is expected that individuals who have not yet achieved the applicable stock ownership level provided by these guidelines will make steady progress towards meeting such level. The Compensation Committee is responsible for interpreting and administering these stock ownership guidelines, which are subject to modification from time to time. As of February 3, 2024, all current executive officers, and all independent Board members, have met or are on track to meet the applicable stock ownership guidelines within the five year window. Recoupment and Adjustments to Awards. In November 2023, the Committee adopted a Policy for Recovery of Erroneously Awarded Compensation (“Clawback Policy”) for current and former executive officers (those officers who are required to file reports under Section 16(a) of the Exchange Act), which is intended to comply with applicable Nasdaq listing standards implemented last year, and other relevant requirements. Under the Clawback Policy, in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, the Company will seek to recover and “claw back” from our executive officers the amount of any incentive compensation received by an executive officer that exceeded the correct amount of incentive compensation that otherwise would have been properly received if it had been determined based on the restatement. Such incentive compensation could include cash bonuses under our Incentive Compensation Plan, and performance share awards (and would not include salaries or restricted stock grants). To the extent permitted by applicable law, the Company may seek recoupment through any means or sources the Compensation Committee determines, and may offset such amounts against any compensation or other amounts owed by the Company to an affected executive officer. There are limited exceptions to recovery, such as where the direct expenses of enforcing the policy would exceed the recoverable amount. Additionally, the Company maintains a separate policy for senior executives, including those below the executive officer level. Under that policy, subject to the discretion of the Board, the Company may require reimbursement to the Company and/or cancellation of any bonus or other incentive compensation, including stock-based compensation, awarded to a senior executive of the Company, where all of the following factors are present: (a) the award was conditioned upon the achievement of certain financial results that were subsequently the subject of a material restatement; (b) the Board determines that the executive engaged in fraud or intentional misconduct that was a substantial contributing cause to the need for the restatement; and (c) a lower award would have been made to the executive based upon the restated financial results. In any such instance, the Company may seek to recover the individual executive’s entire annual bonus and any gain received from the equity award within the relevant period, plus a reasonable rate of interest. Rule 10b5-1 Trading Plans. We allow for the use of Rule 10b5-1 trading plans by our executives and directors, which provide for pre-established plans for selling shares of the Company’s common stock. Procedures and Guidelines Governing Hedging and Securities Trades by Employees, Officers, and Directors. The Company maintains an insider trading policy that applies to its directors, officers, other employees, and consultants. Among its other provisions, this policy prohibits short sales, hedging, and trading in any publicly traded puts, calls, options, or other “derivative securities” relating to the Company’s common stock. The trading policy categorically prohibits transactions by directors, officers, employees, and consultants of the Company and its subsidiaries, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities. Specifically prohibited forms of hedging or monetization transactions include forward sale contracts, prepaid variable forward contracts, equity swaps, and collars (including zero-cost collars). Exchange fund transactions, and the purchase of related financial instruments, that in substance are sale transactions (not a hedge) are permitted. For directors, officers, and other designated employees, the policy also prohibits pledging of Company securities, or the ownership, acquisition, or sale of Company securities in or through a margin account. Stockholder Engagement and Advisory Vote on Executive Compensation. We value the input of our stockholders on our compensation programs. We hold an advisory vote on executive compensation on an annual basis. With respect to last year’s Say on Pay proposal, more than 93% of the votes cast were voted “FOR” approval of our executive compensation program. Our Compensation Committee considered the result of this vote, believes that it affirms our stockholders’ support for our approach to executive compensation and concluded that no specific changes to our executive compensation policies were warranted as a result of the vote.

  34. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides certain summary information for our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers for fiscal 2023, collectively referred to as the Named Executive Officers (“NEOs”), concerning compensation they earned in those positions for fiscal 2023, 2022, and 2021, where applicable.

  35. SUMMARY COMPENSATION TABLE

    | Summary Compensation Table (Fiscal 2023) | | | | | | | | | Name & Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Barbara Rentler Vice Chair and Chief Executive Officer | 2023 | $1,445,625 | $— | $10,700,095 | $5,800,000 | $149,224 | $18,094,944 | | | 2022 | $1,411,875 | $— | $9,800,093 | $— | $123,101 | $11,335,069 | | | 2021 | $1,390,000 | $— | $9,800,128 | $4,682,563 | $116,944 | $15,989,635 | | Adam Orvos Executive Vice President, Chief Financial Officer | 2023 | $794,688 | $— | $2,000,121 | $1,200,000 | $109,063 | $4,103,872 | | | 2022 | $756,563 | $1,500,000 | $500,066 | $— | $602,219 | $3,358,848 | | | 2021 | $596,667 | $1,000,000 | $4,550,094 | $756,947 | $106,648 | $7,010,356 | | Michael Balmuth Executive Chairman* | 2023 | $5,987,124 | $4,000,000 | $3,500,092 | $— | $144,932 | $13,632,148 | | | 2022 | $6,555,516 | $5,300,000 | $— | $— | $90,037 | $11,945,553 | | | 2021 | $1,372,196 | $2,140,000 | $4,100,097 | $3,417,236 | $111,176 | $11,140,705 | | Michael J. Hartshorn Group President, Chief Operating Officer | 2023 | $1,167,500 | $— | $4,000,132 | $2,925,000 | $116,629 | $8,209,261 | | | 2022 | $1,146,250 | $— | $3,800,096 | $— | $106,343 | $5,052,689 | | | 2021 | $1,120,000 | $— | $3,500,057 | $2,587,200 | $98,381 | $7,305,638 | | Stephen Brinkley President, Operations** | 2023 | $270,577 | $1,350,000 | $6,000,072 | $— | $88,601 | $7,709,250 |

  36. SUMMARY COMPENSATION TABLE

    *Mr. Balmuth was re-appointed as a member of the Board of Directors and elected as Executive Chairman effective September 1, 2023. Prior to his appointment to that position, he had been an employee serving in a non-executive officer role as Strategic Advisor. The 2023 salary shown above reflects his rate as Strategic Advisor through August 31, 2023 and his rate as Executive Chairman starting on September 1, 2023. **Effective October 30, 2023, Mr. Brinkley was hired as President, Operations. (1) Represents a relocation bonus paid to Mr. Orvos in connection with his move to California payable over two fiscal years and totaling $2,500,000, retention bonuses paid to Mr. Balmuth under his employment agreement, and a sign-on bonus paid to Mr. Brinkley upon his hire. (2) Stock award values reflect the grant date fair value of awards computed in accordance with stock-based compensation accounting rules. Values for awards that are subject to performance conditions (i.e., the performance share awards) are computed based on the probable outcome of the performance condition, as assessed as of the grant date of the award. For performance share awards granted in fiscal 2023, the maximum possible payout for each NEO was 200% of the target grant value, as follows: a.Ms. Rentler: $13,200,000 b.Mr. Orvos: $1,000,000 c.Mr. Balmuth: $0 (Mr. Balmuth was not eligible for the fiscal 2023 performance share award) d.Mr. Hartshorn: $4,800,000 e.Mr. Brinkley: $0 (Mr. Brinkley was not eligible for the fiscal 2023 performance share award) (3) Non-Equity Incentive Plan Compensation reflects cash incentive bonuses earned and accrued under the Incentive Compensation Plan. (4) All Other Compensation represents Perquisites. See the following “All Other Compensation” table for further detail. The following table details All Other Compensation provided to each NEO in fiscal 2023.

  37. SUMMARY COMPENSATION TABLE

    | All Other Compensation (Perquisites) for Fiscal 2023 | | | | | | | | | Name & Principal Position | Estate Tax/ Financial Planning Services | Car Service or Commute Benefits | Executive Health Benefits | Umbrella Liability Insurance | Company Matching Contributions | Relocation/ Housing Benefits | Total All Other Compensation | | Barbara Rentler Vice Chair and Chief Executive Officer | $20,000 | $26,562 | $79,189 | $9,130 | $14,343 | $— | $149,224 | | Adam Orvos Executive Vice President, Chief Financial Officer | $5,450 | $— | $71,039 | $2,141 | $14,604 | $15,829 | $109,063 | | Michael Balmuth Executive Chairman | $20,000 | $4,098 | $91,639 | $14,995 | $14,200 | $— | $144,932 | | Michael J. Hartshorn Group President, Chief Operating Officer | $1,300 | $— | $98,244 | $2,141 | $14,944 | $— | $116,629 | | Stephen Brinkley President, Operations | $753 | $— | $23,347 | $551 | $— | $63,950 | $88,601 |

  38. SUMMARY COMPENSATION TABLE

    In general, perquisites provided to the NEOs are valued at the actual incremental cost of each item to the Company. Executive officers including the CEO are provided with executive medical plan benefits, estate and financial planning benefits, executive disability benefits, and an umbrella personal liability insurance policy. In addition, certain NEOs receive transportation services to and from our offices. During fiscal year 2023, Mr. Brinkley received a temporary housing allowance and Messrs. Orvos and Brinkley received other moving expense benefits in connection with their relocations near our corporate headquarters. We believe that financial planning assistance by experts reduces the amount of time and attention that senior management must spend on that topic, and maximizes the net financial reward to our executives of the compensation they receive from the Company. The use by certain NEOs of transportation services to and from our offices enhances their contributions to the business by saving them time that is not spent in traffic or parking, while also allowing them to work while in transit. The executive medical plan is part of our overall executive health benefits package for our senior executives. The “Company Matching Contributions” column includes Company matching amounts provided under our qualified defined contribution (401(k)) retirement plan, and the value of charitable contributions paid by the Company, as part of a matching gift program that is available to all full-time associates. We also have a fractional ownership of a number of hours each year through a time-share arrangement, for private aviation transportation for executive officers that is used for business purposes to facilitate timely travel to store locations, distribution centers, buying offices, and other corporate facilities. Occasionally, family members of executives may join executives on these Company-provided private aviation flights made for business purposes if there is a seat that would otherwise go unfilled. Because this benefit has no incremental cost to the Company, it is not reflected in the table. In addition, our executive officers are provided with first/business class business travel on commercial airlines to make their in-transit travel time more conducive to work-related activities. Corporate housing is made available to our CEO near our San Francisco Bay Area corporate headquarters, in light of her frequent travel between the New York Buying Office and our corporate headquarters. This housing is used by her exclusively for business purposes, to facilitate her effectiveness in conducting work while in California. In addition, after seven years of service for Executive Vice Presidents and above (ten years for Group Senior Vice President level), and every five years thereafter, executive officers including our NEOs are entitled to two additional weeks of paid extended time off in addition to their regularly accrued vacation benefits. These two weeks can be combined with two weeks of regular paid vacation to facilitate a four-week period of extended time off.

  39. CEO PAY RATIO

    CEO PAY RATIO The following disclosure provides the relationship of the annual total compensation of our CEO to the annual total compensation of our median employee, as determined in accordance with SEC rules. Companies are permitted to use the same identified median employee for up to three years. There have not been meaningful changes to our associate population or to our compensation arrangements that would result in a significant modification to the pay ratio disclosure. We considered these factors and used the previously identified median employee from fiscal 2022 in calculating our fiscal 2023 CEO pay ratio. The approach we used in fiscal 2022 to identify our median employee was based upon W-2 earnings for all of our associates, excluding our CEO, who were employed by Ross Stores or its subsidiaries as of December 31, 2022. Under this selection method, the median employee identified for purposes of our pay ratio estimate was a part-time hourly retail store Associate. Our total number of associates varies seasonally, with approximately 85% of associates working in our retail locations. For fiscal 2023, we calculated the annual total compensation for our median employee using the same methodology we apply to calculate the annual total compensation for our CEO as set forth in the 2023 Summary Compensation Table (previously disclosed in this Proxy Statement). The annual total compensation for fiscal 2023 for our CEO was $18,094,944 and for the median employee was $8,618. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal 2023 is 2,100 to 1.

  40. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR The table below provides information with respect to the potential payout to our NEOs under non-equity incentive plan awards, equity incentive plan awards, and other equity compensation awards. For fiscal 2023, the Compensation Committee established targets under our Incentive Compensation Plan that provided the opportunity for the NEOs to receive cash incentive bonuses ranging from 75% to 200% of base salary at target, depending on their position. The following table sets forth information with respect to restricted stock awards and performance share awards granted during fiscal 2023 to the NEOs under the Company’s 2017 Equity Incentive Plan.

  41. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR

    | Grants of Plan-Based Awards (Fiscal 2023) | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name & Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Barbara Rentler Vice Chair and Chief Executive Officer | 3/8/2023 | $1,450,000 | $2,900,000 | $5,800,000 | | | | | | | | 3/8/2023 | | | | 40,373 | 60,529 | 121,058 | | $6,600,082 | | | 3/8/2023 | | | | | | | 37,601 | $4,100,013 | | Adam Orvos Executive Vice President, Chief Financial Officer | 3/8/2023 | $300,000 | $600,000 | $1,200,000 | | | | | | | | 3/8/2023 | | | | 3,059 | 4,586 | 9,172 | | $500,057 | | | 3/8/2023 | | | | | | | 13,757 | $1,500,063 | | Michael Balmuth Executive Chairman | 9/1/2023 | | | | | | | 28,760 | $3,500,092 | | Michael J. Hartshorn Group President, Chief Operating Officer | 3/8/2023 | $731,250 | $1,462,500 | $2,925,000 | | | | | | | | 3/8/2023 | | | | 14,682 | 22,011 | 44,022 | | $2,400,079 | | | 3/8/2023 | | | | | | | 14,674 | $1,600,053 | | Stephen Brinkley President, Operations | 10/30/2023 | | | | | | | 52,311 | $6,000,072 |

  42. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR

    (1) Represents the potential payout under the Company’s Incentive Compensation Plan for each NEO at threshold, target, and maximum attainment relative to the 2023 performance target established by the Compensation Committee on March 8, 2023. For fiscal 2023, the Company achieved a performance level of pre-tax earnings which resulted in a payout of 200.00%. Messrs. Balmuth and Brinkley were not eligible for the fiscal 2023 award. (2) Performance share awards are rights to receive shares of stock on a specified settlement date based on the degree to which the Company attains a predetermined performance target. For fiscal 2023, the number of shares payable to the NEOs were measured against previously established target for pre-tax earnings. A payout of 200.00% of the target number of performance shares was approved by the Compensation Committee, subject to the vesting schedule described below. The shares issued upon attaining the performance target are thereafter subject to a separate vesting schedule based on continued service of the NEO as follows: 30% on March 22, 2024; 30% on March 21, 2025; and 40% on March 20, 2026. In accordance with the grant agreements, if the date targeted for vesting turns out to be a date on which a sale of shares by the recipient would violate the Company’s Insider Trading Policy (that is, if the “trading window” is closed for Company executive officers), then notwithstanding the targeted vesting schedule for that share award, the vesting date (and settlement date, if applicable) will instead be the next business day on which a sale would not violate the Insider Trading Policy. Messrs. Balmuth and Brinkley did not receive performance share awards during fiscal 2023. (3) Represents shares of restricted stock granted to each NEO during fiscal 2023 with the following vesting terms: a.Ms. Rentler: 37,601 shares granted on March 8, 2023 that cliff vest on March 19, 2027 b.Mr. Orvos: 13,757 shares granted on March 8, 2023; 9,171 shares vest on March 20, 2026 and 4,586 shares vest on March 19, 2027 c.Mr. Balmuth: 28,760 shares granted on September 1, 2023 that cliff vest on September 3, 2024 d.Mr. Hartshorn: 14,674 shares granted on March 8, 2023 that cliff vest on March 17, 2028 e.Mr. Brinkley: 52,311 shares granted on October 30, 2023; 13,078 shares vest on September 12, 2025; 13,078 shares vest on September 11, 2026; 13,078 shares vest on September 10, 2027; and 13,077 shares vest on September 8, 2028 In accordance with the grant agreements, if the date targeted for vesting turns out to be a date on which a sale of shares by the recipient would violate the Company’s Insider Trading Policy (that is, if the “trading window” is closed for Company executive officers), then notwithstanding the targeted vesting schedule for that share award, the vesting date (and settlement date, if applicable) will instead be the next business day on which a sale would not violate the Insider Trading Policy. (4) The values for restricted stock awards, as computed in accordance with stock-based compensation accounting rules, are determined by multiplying the number of shares granted by the closing price per share of the Company’s common stock as reported on the Nasdaq Stock Market on the grant date. The values for performance share awards are computed based on the probable outcome of the performance condition, determined as of the grant date of the award. The Board of Directors has the ability to change the terms of outstanding equity awards in various respects, including the vesting dates. See “Employment Agreements” in the section captioned “Compensation Discussion and Analysis.”

  43. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information with respect to the unvested restricted stock held by our NEOs as of February 3, 2024, the last day of our 2023 fiscal year. Performance shares earned for 2023 performance but which were not vested as of February 3, 2024 are included in Number of Shares of Stock that Have Not Vested.

  44. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Outstanding Equity Awards at Fiscal Year-End (Fiscal 2023) | | | | | Stock Awards | | | Name & Principal Position | Number of Shares of Stock that Have Not Vested (#) (1) | Market Value of Shares of Stock that Have Not Vested ($) (2) | | Barbara Rentler Vice Chair and Chief Executive Officer | | | | | 326,620 | $46,928,762 | | Adam Orvos Executive Vice President, Chief Financial Officer | | | | | 55,971 | $8,041,913 | | Michael Balmuth Executive Chairman | | | | | 28,760 | $4,132,237 | | Michael J. Hartshorn Group President, Chief Operating Officer | | | | | 146,622 | $21,066,649 | | Stephen Brinkley President, Operations | | | | | 52,311 | $7,516,044 |

  45. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Represents shares of unvested restricted stock and the earned but unvested performance shares held by each NEO as of the end of the fiscal year: a.Ms. Rentler: Consists of 109,358 shares that vested on March 22, 2024; 95,109 shares that will vest on March 21, 2025; 84,552 shares that will vest on March 20, 2026; and 37,601 shares that will vest on March 19, 2027. b.Mr. Orvos: Consists of 4,567 shares that vested on March 22, 2024; 15,614 shares that will vest on September 13, 2024; 2,752 shares that will vest on March 21, 2025; 15,613 shares that will vest on September 12, 2025; 12,839 shares that will vest on March 20, 2026; and 4,586 shares that will vest on September 19, 2027. c.Mr. Balmuth: Consists of 28,760 shares that will vest on September 3, 2024. d.Mr. Hartshorn: Consists of 38,548 shares that vested on March 22, 2024; 16,961 shares that will vest on September 13, 2024; 28,427 shares that will vest on March 21, 2025; 29,947 shares that will vest on March 20, 2026; 18,065 shares that will vest on March 19, 2027; and 14,674 shares that will vest on March 17, 2028. e.Mr. Brinkley: Consists of 13,078 shares that will vest on September 12, 2025; 13,078 shares that will vest on September 11, 2026; 13,078 shares that will vest on September 10, 2027; and 13,077 shares that will vest on September 8, 2028. In accordance with the grant agreements, if the date targeted for vesting turns out to be a date on which a sale of shares by the recipient would violate the Company’s Insider Trading Policy (that is, if the “trading window” is closed for Company executive officers), then notwithstanding the targeted vesting schedule for that share award, the vesting date (and settlement date, if applicable) will instead be the next business day on which a sale would not violate the Insider Trading Policy. (2) The market value of the unvested shares is calculated by multiplying the number of shares by the closing price per share of the Company’s common stock, which was $143.68 on February 2, 2024 (the last trading day of the fiscal year) as reported on the Nasdaq Stock Market.

  46. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information with respect to our NEOs concerning the number of shares and the value realized upon the vesting of restricted stock during the fiscal year ended February 3, 2024. Our NEOs did not have any stock options outstanding.

  47. OPTION EXERCISES AND STOCK VESTED

    | Option Exercises and Stock Vested (Fiscal 2023) | | | | Name & Principal Position | Stock Awards | | | | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Barbara Rentler Vice Chair and Chief Executive Officer | 90,434 | $9,229,694 | | Adam Orvos Executive Vice President, Chief Financial Officer | 13,153 | $1,532,316 | | Michael Balmuth Executive Chairman | — | $— | | Michael J. Hartshorn Group President, Chief Operating Officer | 38,841 | $4,081,216 | | Stephen Brinkley President, Operations | — | $— |

  48. OPTION EXERCISES AND STOCK VESTED

    (1) Represents the number of shares of restricted stock and earned performance shares held by each NEO that vested during the fiscal year. (2) The value realized on vesting represents the number of shares of stock that vested during fiscal 2023, multiplied by the closing price per share of the Company’s common stock on the applicable vesting date as reported on the Nasdaq Stock Market.

  49. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table provides information about our NEOs’ participation in the Company's Non-Qualified Deferred Compensation Plan (the “NQDC Plan”) and their contributions, aggregate earnings, and any withdrawal activity during the year, and their account balances as of February 3, 2024. The Company made no contributions to the earnings reflected in the table during fiscal 2023.

  50. NON-QUALIFIED DEFERRED COMPENSATION

    | Non-Qualified Deferred Compensation (Fiscal 2023) | | | | | | | | Name & Principal Position | Account Balance at 1/29/23 | Executive Contributions | Registrant Contributions | Aggregate Earnings | Aggregate Withdrawals/ Distributions | Aggregate Balance at 2/3/24 | | Barbara Rentler Vice Chair and Chief Executive Officer | $— | $— | $— | $— | $— | $— | | Adam Orvos Executive Vice President, Chief Financial Officer | $— | $— | $— | $— | $— | $— | | Michael Balmuth Executive Chairman | $750,340 | $— | $— | $41,365 | $— | $791,705 | | Michael J. Hartshorn Group President, Chief Operating Officer | $— | $— | $— | $— | $— | $— | | Stephen Brinkley President, Operations | $— | $8,750 | $— | $157 | $— | $8,907 |

  51. NON-QUALIFIED DEFERRED COMPENSATION

    Under the terms of the Company’s NQDC Plan, participants are eligible to elect to defer up to 75% of their base salary and up to 100% of their annual cash incentive. The participants can choose from a variety of notional investment options under the NQDC Plan. Upon initial enrollment, participants select one of the following distribution elections to be applied to their account upon separation from service: lump sum or annual installments over a period of up to 10 years, that will commence upon termination or one year after termination (subject to plan and regulatory rules). The Company does not provide matching contributions for NQDC Plan contributions.

  52. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As described in the section captioned “Discussion of Summary Compensation Table,” we have entered into employment agreements with each of our NEOs. Our current agreements provide for certain payments and other benefits to be paid or provided to each of our NEOs, if the NEO’s employment terminates under circumstances specified in the agreement, including termination following a “change in control” of the Company. The following table describes and quantifies estimated potential incremental payments and benefits that would become payable under each NEO’s employment agreement as they existed in fiscal 2023, if the NEO’s employment had terminated on February 2, 2024, the last business day of our most recently completed fiscal year, or if a change in control occurred on that date. The amounts contained in the table are based on each NEO’s period of service and compensation as of February 2, 2024 and, where applicable, the Company’s closing stock price as reported by the Nasdaq Stock Market on that date. The table presents estimates of incremental amounts that would become payable had a triggering event occurred on February 2, 2024, and does not include amounts that were earned and payable as of that date regardless of the occurrence of a triggering event. The actual amounts to be paid in any instance can only be determined at the time of a specific triggering event.

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Potential Payments upon Termination or Change in Control | | | | | | | Name & Principal Position | Type of Payment | Termination Without Cause, for Good Reason or Disability (1) | Termination upon Non-Renewal of Employment Agreement | Change in Control Regardless of Termination | Termination without Cause or for Good Reason Following a Change in Control | | Barbara Rentler Vice Chair and Chief Executive Officer | Cash Severance (2) | $17,479,452 | $— | $— | $13,906,500 | | | Equity Vesting (3) | $29,066,741 | $29,066,741 | $— | $38,231,955 | | | Estate/Financial Planning (4) | $— | $— | $— | $63,135 | | | Health/Welfare Payments (5,6) | $1,008,269 | $1,008,269 | $— | $1,008,269 | | | Total: | $47,554,462 | $30,075,010 | $— | $53,209,859 | | Adam Orvos Executive Vice President, Chief Financial Officer | Cash Severance (2) | $5,019,439 | $— | $— | $4,186,000 | | | Equity Vesting (3) | $4,628,903 | $4,628,903 | $— | $7,382,997 | | | Estate/Financial Planning (4) | $— | $— | $— | $47,351 | | | Health/Welfare Payments (5) | $250,289 | $— | $— | $250,289 | | | Total: | $9,898,631 | $4,628,903 | $— | $11,866,637 | | Michael Balmuth Executive Chairman | Cash Severance (2) | $3,919,016 | $— | $— | $5,457,268 | | | Equity Vesting (3) | $1,729,251 | $1,729,251 | $— | $4,132,237 | | | Estate/Financial Planning (4) | $304,000 | $304,000 | $— | $304,000 | | | Health/Welfare Payments (5,7) | $2,352,797 | $2,352,797 | $— | $2,352,797 | | | Total: | $8,305,064 | $4,386,048 | $— | $12,246,302 | | Michael J. Hartshorn Group President, Chief Operating Officer | Cash Severance (2) | $9,772,623 | $— | $— | $7,871,175 | | | Equity Vesting (3) | $12,975,594 | $12,975,594 | $— | $17,904,108 | | | Estate/Financial Planning (4) | $— | $— | $— | $56,821 | | | Health/Welfare Payments (5) | $327,137 | $— | $— | $327,137 | | | Total: | $23,075,354 | $12,975,594 | $— | $26,159,241 | | Stephen Brinkley President, Operations | Cash Severance (2) | $6,629,158 | $— | $— | $6,279,000 | | | Equity Vesting (3) | $658,931 | $658,931 | $— | $7,516,045 | | | Estate/Financial Planning (4) | $— | $— | $— | $56,821 | | | Health/Welfare Payments (5) | $327,137 | $— | $— | $327,137 | | | Total: | $7,615,226 | $658,931 | $— | $14,179,003 |

  54. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)In the event an NEO terminates employment due to death, each executive’s estate would receive a prorated annual cash incentive bonus and prorated equity acceleration related to unsettled performance share awards, all unvested but settled performance share awards, and the full amount of outstanding restricted stock awards with a grant date at least one year prior to the date of death. The estimated value of the benefit is as follows: Ms. Rentler, $37,153,685; Mr. Orvos, $6,006,391; Mr. Balmuth, $3,110,326; Mr. Hartshorn, $17,258,248; and Mr. Brinkley, $0. (2)Cash severance is equal to the sum of the NEO’s annual cash incentive bonus at target for the current fiscal year, and annual salary and annual cash incentive bonus payable for the period beginning on February 3, 2024, (the day following the assumed employment termination date) and ending on the last day of the current term of employment under each NEO’s respective employment agreement, except that in the case of a termination “Without Cause,” “For Good Reason,” or due to “Disability” following a change in control, the cash severance is 2.99 times the sum of the NEO’s then current annual base salary and target annual cash incentive bonus. The annual cash incentive bonus amount is determined in accordance with the NEO’s employment agreement, as described below. The annual salary rates as of February 3, 2024 upon which the cash severance is determined are: Ms. Rentler, $1,450,000; Mr. Orvos, $800,000; Mr. Balmuth, $1,400,000; Mr. Hartshorn, $1,170,000; and Mr. Brinkley, $1,050,000. The annual cash incentive bonus rates upon which the cash severance is determined, as provided by their respective employment agreements are: Ms. Rentler, $2,900,000 (200% of salary); Mr. Orvos, $600,000 (75% of salary); Mr. Balmuth, $2,450,000 (175% of salary); Mr. Hartshorn, $1,462,500 (125% of salary); and Mr. Brinkley, $1,050,000 (100% of salary). (3)Equity vesting represents the value of restricted stock and performance share awards held by each NEO on the assumed termination date of February 2, 2024, the vesting of which would be accelerated upon the applicable triggering event to the extent provided by the terms of the NEO’s employment or award agreement, as described below. The value of each share subject to accelerated vesting is assumed to be $143.68, which was the closing market price of our common stock as reported on the Nasdaq Stock Market on February 2, 2024. The number of shares remaining unvested under each NEO’s restricted stock awards and performance share awards is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table. (4)These amounts represent continued reimbursement by the Company of the NEO’s estate and financial planning expenses for the period provided by the NEO’s employment agreement, as described below. The amounts presented assume each NEO receives the maximum annual benefit to be provided by the Company, as follows: $20,000 each for Ms. Rentler and Mr. Balmuth; $18,000 each for Messrs. Hartshorn and Brinkley; and $15,000 for Mr. Orvos. Ms. Rentler and Mr. Balmuth are entitled to lifetime benefits, and each of the other NEOs is entitled to benefits for the remainder of the agreement term upon a termination of employment following a change in control. (5)The amounts shown in the table reflect medical, dental, and vision insurance coverage for the remainder of the agreement term upon termination of employment following a change in control, or upon termination “Without Cause,” “For Good Reason,” or due to “Disability.” (6)In accordance with Ms. Rentler’s employment agreement described below, the amounts included in the table for her reflect the lifetime provision for Ms. Rentler and her spouse, of the following benefits at the Company’s expense: executive medical, executive dental, executive vision insurance, and claims administration support, to the extent provided to her at the date of the applicable event; provided, however, that Medicare will be the primary insurance coverage. (7)In accordance with Mr. Balmuth’s employment agreement described below, the amounts included in the table for him reflect the lifetime provision for Mr. Balmuth and his spouse, of the following benefits at the Company’s expense: executive medical, dental, vision, behavioral health insurance including health advisory services, life insurance, accidental death and dismemberment insurance, business travel insurance, group excess personal liability insurance, claims administration support, and certain “matching contributions” (as that term is defined by his employment agreement), to the extent provided to him at the date of the applicable event.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table provides information with respect to the relationship between the compensation of our NEOs and Company performance for the fiscal years listed below. The compensation information presented in the table and in the disclosure below is determined in accordance with specific SEC rules, and may be different from the compensation information presented in the Compensation Discussion and Analysis. The Compensation Committee did not consider the pay versus performance disclosure information below in making its compensation decisions for any of the fiscal years shown.

  56. PAY VERSUS PERFORMANCE

    | Pay versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($000) | Pre-Tax Earnings ($000) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2023 | $18,094,944 | $32,986,019 | $8,413,633 | $11,031,541 | $133 | $145 | $1,874,520 | $2,471,781 | | 2022 | $11,335,069 | $11,165,315 | $4,347,931 | $5,456,168 | $109 | $129 | $1,512,041 | $1,987,489 | | 2021 | $15,989,635 | $16,497,110 | $6,292,515 | $5,601,094 | $87 | $118 | $1,722,589 | $2,258,540 | | 2020 | $17,529,560 | $10,501,563 | $7,078,043 | $4,846,029 | $100 | $107 | $85,382 | $106,297 |

  57. PAY VERSUS PERFORMANCE

    (1)Our Principal Executive Officer (“PEO”) for 2023, 2022, 2021, and 2020 is Barbara Rentler. (2)Our non-PEO NEOs for 2023, 2022, 2021, and 2020 are as follows: a.2023: Adam Orvos, Michael Balmuth, Michael J. Hartshorn, and Stephen Brinkley. b.2022: Adam Orvos, Michael J. Hartshorn, Michael Kobayashi, and Brian Morrow. c.2021: Adam Orvos, Michael J. Hartshorn, Michael Kobayashi, Brian Morrow, Michael Balmuth, and Travis Marquette. d.2020: Michael J. Hartshorn, Brian Morrow, Michael Balmuth, and Travis Marquette. (3)Compensation Actually Paid is defined under the relevant SEC rules as the total compensation reported in the Summary Compensation Table for the applicable year, as adjusted for specified equity award value changes. Please see the “Adjustments Table” below for further detail related to this calculation. (4)The peer group used for purposes of the values shown in this column is the same industry index as is shown in the stockholder return performance graph included in Item 5 of our Annual Report on Form 10-K (Dow Jones Apparel Retailers).

  58. PAY VERSUS PERFORMANCE

    | Adjustments Table | | | | | | | | | | Year | NEO | Grant Date Fair Value of Equity Awards Granted During Applicable Year(1) | Year-End Fair Value of Equity Awards Granted During Applicable Year(2) | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End(3) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year(4) | Change in Fair Value as of Year-End of Any Awards Forfeited During Applicable Year(5) | Value of Dividends or other Earnings Paid on Stock not Otherwise Reflected in Fair Value or Total Compensation(6) | Total Adjustments Reflected in Compensation Actually Paid | | 2023 | PEO | $(10,700,095) | $22,796,125 | $4,064,656 | $(1,575,360) | $— | $305,749 | $14,891,075 | | | Average non-PEO NEOs | $(3,875,104) | $5,844,040 | $731,856 | $(149,678) | $— | $66,794 | $2,617,908 | | 2022 | PEO | $(9,800,093) | $4,316,812 | $5,269,903 | $(281,593) | $— | $325,216 | $(169,755) | | | Average non-PEO NEOs | $(2,750,090) | $2,084,209 | $1,744,487 | $(86,429) | $— | $116,060 | $1,108,237 | | 2021 | PEO | $(9,800,128) | $12,088,760 | $(3,281,621) | $1,240,177 | $— | $260,287 | $507,475 | | | Average non-PEO NEOs | $(2,975,067) | $3,364,001 | $(635,040) | $264,203 | $(771,203) | $61,685 | $(691,421) | | 2020 | PEO | $(13,928,610) | $9,620,687 | $(212,697) | $(2,587,244) | $— | $79,867 | $(7,027,997) | | | Average non-PEO NEOs | $(4,808,569) | $3,466,795 | $(46,402) | $(866,800) | $— | $22,962 | $(2,232,014) |

  59. PAY VERSUS PERFORMANCE

    Note: For each year, we have re-valued performance share awards at their final settlement payout level following the performance period that aligns with our fiscal year. (1)Deduct the amounts shown in the “Stock Awards” column in the Summary Compensation Table with respect to awards granted during the applicable fiscal year. (2)For awards granted in the covered fiscal year which are outstanding and unvested at year-end, add the Fair Value as of the end of the applicable year. (3)For awards granted in the prior fiscal years that are outstanding and unvested at the end of the applicable year, add (or subtract) the amount equal to the changes in Fair Value as of the end of the applicable year (from the end of the prior year). (4)For awards granted in prior fiscal years that vested during the applicable year, add (or subtract) the amount equal to the changes in Fair Value as of the vesting date (from the end of the prior year). (5)For awards forfeited in the applicable fiscal year, subtract the amount equal to the Fair Value at the end of the prior year. (6)Add the dollar value of any dividends paid on stock awards in the applicable year if prior to the vesting date.

  60. Pay Versus Performance Charts

    Pay Versus Performance Charts The chart below shows the relationship between Compensation Actually Paid to our PEO and our other NEOs to our total shareholder return during fiscal 2020, 2021, 2022, and 2023, indexed to the end of fiscal 2019. We have also included the Total Shareholder Return of the Dow Jones Apparel Retailers Index (Item 5 of our Annual Report on Form 10-K) on this chart for the same period. The chart below shows the relationship between Compensation Actually Paid to our PEO and our other NEOs to our net income during fiscal 2020, 2021, 2022, and 2023. The chart below shows the relationship between Compensation Actually Paid to our PEO and our other NEOs to our pre-tax earnings during fiscal 2020, 2021, 2022, and 2023.