DEF 14A of Tractor Supply Co /De/, Mar 26, 2024

DEF 14A of Tractor Supply Co /De/

Filed Mar 26, 2024 · FY20230001193125-24-077638

Open on EDGAR

  1. Board Nominees

    Board Nominees Our director nominees bring a mix of valuable skills and experience to our Board: Our director nominees and their committee appointments are identified below. For more information on their individual skills and characteristics, please refer to “Item 1 – Election of Directors, Director Experience, Skills and Background.”

  2. Nominees for Directors

    Nominees for Directors The Board, upon recommendation of its Corporate Governance Committee, has nominated each of the directors named below for election at the Annual Meeting. Such individuals were selected based on their broad experience, wisdom, integrity, alignment with our values, understanding of the business environment, thorough appreciation for strong ethics and appropriate corporate governance and their willingness to devote adequate time to Board duties. The experience, qualifications, attributes and skills that led the Corporate Governance Committee to conclude that each person should be nominated to serve as a director are discussed in more detail below. The nominees included below are each standing for election for one of the nine positions on our Board. Each of the nominees were elected at the 2023 Annual Meeting of Stockholders, except for Meg Ham. Ms. Ham was first identified as a candidate for director by a third-party search firm. If a nominee becomes unwilling or unable to serve, which is not expected, the proxies will be voted for a substitute person designated by the Board upon the recommendation of the Corporate Governance Committee. The following sets forth certain information concerning the director nominees for the Board of Directors of the Company:

  3. Nominees for Directors

    | | Joy Brown Director | Joined the Board: 2021 Age: 45 |

  4. Biography

    Biography Ms. Brown serves as the Senior Vice President and Chief Digital Information Officer for Boston Medical Center Health System as of February 2024. In August 2023, she joined the board of ESO, an affiliate of Vista Equity Partners which provides software and data solutions provider to EMS agencies and fire departments. Previously, Ms. Brown served as Chief Data Officer for Verizon Media Group from September 2020 through January 2022. Prior to this role, she served as the Vice President of Card Technology for Capital One Financial Corporation from February 2019 until September 2020. She also served as Vice President of Analytic Technology for UnitedHealth Group Inc.’s technology and service division, OptumInsight from 2015 until 2018. Ms. Brown also served in various executive leadership positions with Vanguard from 2007 until 2015.

  5. Skills & Expertise

    Skills & Expertise Ms. Brown brings more than 20 years of experience in leadership positions for large-scale technology organizations across multiple industries. Ms. Brown has unique expertise transforming how businesses embrace data and change through innovative digital technology and customer-centered advanced analytics. Having led technology and data organizations across multiple industries, she serves as an expert in digital technology, data and cyber. Our Board benefits from Ms. Brown’s insights and experience as we continue to invest in capabilities that create stockholder value and drive sustainable long-term growth.

  6. Skills & Expertise

    | Skills: • C-Level Leadership Experience • Current Outside Public Company Directorship • Technology/E-Commerce • Cybersecurity • Strategic Planning/Strategy | Board Committees • Audit • Corporate Governance and Nominating | Other Current Public Company Directorships • Huron Consulting Group Inc.; September 2022 (Audit Committee; Technology and Information Security Committee) |

  7. Skills & Expertise

    | | Ricardo Cardenas Director | Joined the Board: 2019 Age: 56 |

  8. Skills & Expertise

    Mr. Cardenas serves as President and Chief Executive Officer for Darden Restaurants, Inc. (“Darden”) since 2022. Previously, beginning in 2021, he served as President and Chief Operating Officer for Darden, responsible for all restaurant operations, international, supply chain and restaurant development. Prior to this role, he served as Senior Vice President, Chief Financial Officer for Darden since 2016. Mr. Cardenas has served in a number of roles of increasing responsibility with Darden, including Senior Vice President, Finance, Strategy and Technology/Chief Strategy Officer from 2014 to 2016, since beginning his career with Darden as an hourly employee in 1984. Mr. Cardenas also spent three years as a strategy consultant for Bain & Company and The Parthenon Group.

  9. Skills & Expertise

    Skills & Expertise Mr. Cardenas brings more than 30 years of experience in finance, accounting, corporate strategy, information technology and general management to the Board. As a certified public accountant with experience in a variety of financial and accounting positions, including his prior service as the chief financial officer of a publicly traded company, Mr. Cardenas has considerable financial expertise and has been designated as an audit committee financial expert. He also brings expertise in strategy development, data analytics and acquisitions. His extensive and broad-based experience deepens the Board’s understanding of consumer brands, technology and financial matters.

  10. Skills & Expertise

    | Skills: • CEO/President Experience • Other C-Level Leadership Experience • Current Outside Public Company Directorship • Retail Experience • Technology/E-Commerce • Cybersecurity • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Human Capital and Executive Compensation • Accounting/Finance | Board Committees • Audit (Chair) • Compensation and Human Capital | Other Current Public Company Directorships • Darden Restaurants, Inc., May 2022 |

  11. Skills & Expertise

    | | Meg Ham Director | Joined the Board: 2023 Age: 57 |

  12. Skills & Expertise

    Meg Ham has served as president of Food Lion since 2014. Under her leadership, the company’s 82,000 associates serve nearly 10 million customers each week across its 10-state operating footprint of more than 1,100 grocery stores. During her 35-year tenure at Food Lion parent company Ahold Delhaize USA, Inc., Ms. Ham also led Bottom Dollar Food, the company’s former discount banner, and served in various executive leadership roles in both retail operations and merchandising functions at Food Lion and Hannaford Bros. Co., LLC. Ms. Ham earned her Bachelor of Science Degree in Business Management and Marketing from Cornell University. She is a member of the President’s Council on Sports, Fitness and Nutrition, a federal advisory committee that aims to promote healthy, accessible eating and physical activity for all Americans, regardless of background or ability.

  13. Skills & Expertise

    Skills & Expertise Ms. Ham brings over 35 years in the retail industry with executive leadership expertise and experience across multiple banners in the grocery business. With broad-based experience in store operations and merchandising, Ms. Ham has an in-depth understanding of the retail industry, including a variety of market densities, customer dynamics, shifting consumer preferences and digital platforms. Our Board benefits from Ms. Ham’s skills in strategy, execution and customer insights.

  14. Skills & Expertise

    | Skills: • CEO/President Experience • Other C-Level Leadership Experience • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Supply Chain • Marketing/Brand Management | Board Committees • None | Other Current Public Company Directorships • None |

  15. Skills & Expertise

    | | André Hawaux Director | Joined the Board: 2022 Age: 63 |

  16. Skills & Expertise

    Mr. Hawaux is the former Executive Vice President, Chief Financial Officer and Chief Operating Officer of Dick’s Sporting Goods, Inc. (“Dick’s Sporting Goods”). Mr. Hawaux joined Dick’s Sporting Goods, a leading omni-channel sporting goods retailer, in June 2013 as Executive Vice President, Finance Administration and Chief Financial Officer and also served as its Executive Vice President, Chief Operating Officer through August 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods (now ConAgra Brands, Inc.) from 2009 until May 2013. He joined ConAgra Foods as Executive Vice President and Chief Financial Officer in 2006. Mr. Hawaux started his career with PepsiCo and served in various roles over his 26-year career with PepsiCo, including Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux holds a BBA in accounting from Pace University and an MBA in international finance from Southern New Hampshire University.

  17. Skills & Expertise

    Skills & Expertise Mr. Hawaux brings nearly 40 years of broad leadership, strategic and international expertise with consumer packaged goods and operations acumen, demonstrated at major consumer focused global public companies. Our Board believes Mr. Hawaux lends his deep expertise in financial reporting, internal controls and procedures and risk management and knowledge of financial and capital markets, from his extensive experience in finance executive roles with large multi-national public companies, which strengthens our commitment to long-term stockholder value. Additionally, Mr. Hawaux adds valuable experience in information security from his oversight of significant information technology projects while serving in finance executive roles.

  18. Skills & Expertise

    | Skills: • CEO/President Experience • Other C-Level Leadership Experience • Current Outside Public Company Directorship • Prior Public Company Directorship • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Accounting/Finance | Board Committees • Audit • Corporate Governance and Nominating | Other Current Public Company Directorships • PulteGroup; May 2013 (Audit Committee; Finance Committee) • Lamb Weston Holdings; July 2017 (Audit & Finance Committee) |

  19. Skills & Expertise

    | | Denise L. Jackson Director | Joined the Board: 2018 Age: 59 |

  20. Skills & Expertise

    Ms. Jackson is the former Chief Legal Officer and Corporate Secretary for AMN Healthcare Services Inc. (“AMN Healthcare”), serving from 2000 to 2023. Previously, Ms. Jackson served as Vice President and Senior Counsel of The Mills Corporation (acquired by Simon Property Group in 2007) from 1995 to 2000. Previous board experience includes PipelineRx from 2013 until 2018 (Compensation Committee Chair).

  21. Skills & Expertise

    Skills & Expertise With over 20 years of experience as the chief legal officer and secretary of a publicly traded company, Ms. Jackson has considerable expertise in corporate governance, legal, compliance, risk management and government affairs. At AMN Healthcare, Ms. Jackson was responsible for ESG matters and served on the Information Security Committee. Ms. Jackson also has experience in strategy, mergers and acquisitions and executive compensation. Our Board benefits from Ms. Jackson’s senior leadership experience at AMN Healthcare, the nation’s largest healthcare talent management solutions company. Her knowledge and senior leadership experience broadens our Board’s collective capabilities.

  22. Skills & Expertise

    | Skills: • C-Level Leadership Experience • Risk Management • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Human Capital and Executive Compensation • Corporate Responsibility, Environment and Sustainability • Regulatory/Legal • Public Policy/Government Relations • Corporate Governance | Board Committees • Corporate Governance and Nominating (Chair) • Compensation and Human Capital | Other Current Public Company Directorships • None |

  23. Skills & Expertise

    | | Ramkumar Krishnan Director | Joined the Board: 2016 Age: 53 |

  24. Skills & Expertise

    Mr. Krishnan serves as Chief Executive Officer of PepsiCo Beverages North America as of January 2024 and has served as Chief Executive Officer of International Beverages and Chief Commercial Officer of PepsiCo since January 2022. Prior to that, he served as PepsiCo’s Executive Vice President and Global Chief Commercial Officer and Chief Executive Officer, Asia Pacific, Australia/New Zealand and China (APAC) Region from June 2019 to November 2021. Mr. Krishnan previously served as President of Greater China Region for PepsiCo from 2017 until 2019. Mr. Krishnan also served as President, Chief Customer Officer and SVP/General Manager of Global Sales for PepsiCo from 2016 to 2017. Mr. Krishnan also held positions with Frito-Lay, Inc. from 2006 to 2016, most recently as Senior Vice President and Chief Marketing Officer from 2014 to 2016. Mr. Krishnan served as Senior Brand Manager for General Motors Company Cadillac Division from 2000 to 2006.

  25. Skills & Expertise

    Skills & Expertise With experience as a marketing executive for one of the world’s leading consumer products companies, Mr. Krishnan brings modern marketing skills in mobile, digital, social, e-commerce and brand management. Mr. Krishnan also brings a unique perspective as the former Chief Customer Officer for PepsiCo’s global product portfolio for one of the world’s leading retailers and possesses an extensive understanding of the retail industry, customer dynamics and shifting consumer preferences. Our Board benefits from Mr. Krishnan’s expertise in e-commerce and omni-channel strategy and execution and customer relationship management, all of which are directly relevant to the Company’s strategy.

  26. Skills & Expertise

    | Skills: • C-Level Leadership Experience • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Supply Chain • Marketing/Brand Management | Board Committees • Compensation and Human Capital | Other Current Public Company Directorships • None |

  27. Skills & Expertise

    | | Edna K. Morris Chairman | Joined the Board: 2004 Age: 72 |

  28. Skills & Expertise

    Ms. Morris has served as Chief Executive Officer and Partner of Range Restaurant Group LLC since 2008. Ms. Morris previously served as Senior Advisor to the Grocery, Pharmacy & Restaurants Group of Solomon Partners since 2018 and on the advisory boards of startup ventures, Byte Kitchen and Topsail Steamers. Previously, from 2009 to 2019, Ms. Morris served as Managing Director of Axum Capital Partners who acquired Wild Wing Café and Backyard Burgers. She has led various restaurant groups and organizations, serving as President of Blue Coral Seafood & Spirits LLC, the James Beard Foundation, Red Lobster Hospitality, LLC and Quincy’s Family Steakhouse. Prior to these roles, Ms. Morris was Executive Vice President Human Resources for Hardee’s Food Systems Inc. and Advantica Restaurant Group, Inc. She also worked with Cummins Engine Company for six years. Ms. Morris serves as Chair of the Human Capital and Compensation Steering Committee of Women’s Corporate Directors and participates in numerous programs with the National Association of Corporate Directors. Ms. Morris joined the board of P.F. Chang’s in May 2022.

  29. Skills & Expertise

    Skills & Expertise Ms. Morris brings over 40 years of executive leadership experience in restaurant and investment organizations of various sizes and types, in different growth stages, and with wide ranging corporate cultures, business models and leadership styles. She has successfully led strategy and brand positioning work, process improvement initiatives, operational plans, acquisition planning, enterprise wide cultural and change initiatives, effective succession/development processes and compensation philosophy/programs that align with strategy and stockholders, and are linked to performance. Her significant experience in leading multi-location, consumer-facing brands, human resources, executive compensation and understanding of the relationship between high performance and respectful cultures provides unique insights and expertise to our Board.

  30. Skills & Expertise

    | Skills: • CEO/President Experience • Other C-Level Leadership Experience • Prior Public Company Directorship • Strategic Planning/Strategy • Manufacturing and Operations • Human Capital and Executive Compensation • Corporate Governance | Board Committees • None | Other Current Public Company Directorships • None |

  31. Skills & Expertise

    | | Mark J. Weikel Director | Joined the Board: 2014 Age: 68 |

  32. Skills & Expertise

    Mr. Weikel served as President and Chief Executive Officer of Retail Optical North America at Luxottica Group S.p.A. (“Luxottica Group”) from January 2013 to March 2014 and Senior Business Advisor from March 2014 to December 2014. Mr. Weikel was President and General Manager for LensCrafters at Luxottica Group from January 2011 until January 2013. Mr. Weikel joined Luxottica in February 2010 as Senior Vice President and General Manager of Sunglass Hut North America. Prior to joining Luxottica, Mr. Weikel was Chief Operating Officer of Lord & Taylor from 2007 to 2008. He held a variety of leadership roles including Chief Operating Officer and President at Victoria’s Secret, from 2003 to 2007. Before that, he held a variety of leadership roles with the May Department Stores Company, including Chief Financial Officer and Chairman for Foley’s Department Stores.

  33. Skills & Expertise

    Skills & Expertise Mr. Weikel brings years of executive leadership and financial experience to our Board with expertise in corporate strategy development and execution. Additionally, his broad-based experience as a chairman, chief executive officer, president and chief operating officer of various retailers gives him an in-depth understanding of the retail industry, including customer dynamics, shifting consumer preferences and e-commerce. His extensive retail experience and financial expertise enhances the Board’s understanding of the retail industry and financial matters.

  34. Skills & Expertise

    | Skills: • CEO/President Experience • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Manufacturing and Operations • Marketing/Brand Management • Human Capital and Executive Compensation • Accounting/Finance • Corporate Governance | Board Committees • Audit • Compensation and Human Capital (Chair) | Other Current Public Company Directorships • None |

  35. Skills & Expertise

    | | Harry A. Lawton III President, Chief Executive Officer and Director | Joined the Board: 2020 Age: 49 |

  36. Skills & Expertise

    Mr. Lawton serves as President and Chief Executive Officer of the Company, a position he has held since January 2020. Previously, Mr. Lawton served as President of Macy’s Inc. (“Macy’s”) from September 2017 to December 2019. From May 2015 to September 2017, Mr. Lawton served as Senior Vice President, North America at eBay, Inc. (“eBay”). Mr. Lawton previously held a number of leadership positions at Home Depot, Inc. (“Home Depot”) from 2005 to 2015, including Senior Vice President of Merchandising and head of Home Depot’s online business. Since January 2019, Mr. Lawton has served as a director of Sealed Air Corporation and previously served as a director of Buffalo Wild Wings, Inc. from October 2016 to February 2018.

  37. Skills & Expertise

    Skills & Expertise Mr. Lawton brings to our Company proven experience and leadership developed across numerous disciplines within the retail industry. He has served as an executive for several of the world’s largest publicly traded retail companies with an expertise in e-commerce, merchandising, marketing, operations, technology and consumer insights and analytics. With over 15 years of experience in the retail industry, Mr. Lawton has previously served as President of Macy’s where he was responsible for all aspects of the Macy’s brand, Senior Vice President, North America at eBay where his responsibilities included merchandising, marketing and operations, and a number of leadership positions at Home Depot, including Senior Vice President of Merchandising and head of their online business. With his expansive experience in the retail industry, Mr. Lawton has established himself as the appropriate leader to build on the Company’s success and lead the Company in its next stage of growth and development.

  38. Skills & Expertise

    | Skills: • CEO/President Experience • Current Outside Public Company Directorship • Prior Public Company Directorship • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy | Board Committees • None | Other Current Public Company Directorships • Sealed Air Corp; January 2019 (Compensation Committee) |

  39. Skills & Expertise

    | FOR | The Board unanimously recommends that the stockholders of the Company vote “FOR” the election of each of the nominees. |

  40. Compensation of Directors

    Compensation of Directors The Compensation and Human Capital Committee has the responsibility to review compensation for the Company’s directors periodically and recommend changes, as appropriate, to the full Board. For the 2023-2024 term, the Board approved the following retainer fees for non-employee directors, which did not change as compared to the retainer fees established for the 2022-2023 term.

  41. Compensation of Directors

    | Independent Chairman (1) | $175,000 | | Board Retainer | 85,000 | | Audit Committee Chair (2) | 20,000 | | Audit Committee Member | 17,000 | | Compensation and Human Capital Committee Chair (2) | 15,000 | | Compensation and Human Capital Committee Member | 10,000 | | Corporate Governance and Nominating Committee Chair (2) | 10,000 | | Corporate Governance and Nominating Committee Member | 10,000 |

  42. Compensation of Directors

    | (1) The Independent Chairman is entitled to a flat retainer and does not receive additional Board or Committee Member retainer fees. |

  43. Compensation of Directors

    | (2) Committee Chair positions are entitled to both the Committee Chair retainer fee and the Committee Member retainer fee. |

  44. Compensation of Directors

    The annual retainers are due and paid quarterly in cash. The Company maintains the Tractor Supply Company Directors Stock Election Plan, which allows non-employee directors of the Company to elect to have fifty percent or all of the cash compensation otherwise payable by the Company to such non-employee directors to be paid in the form of shares of the Company’s Common Stock in lieu of cash, in accordance with the 2018 Omnibus Incentive Plan (the “2018 Plan”). Additionally, the Tractor Supply Company Directors Stock Election Plan allows for non-employee directors who elect to receive Common Stock in lieu of cash to irrevocably elect to defer the payment of the Common Stock to either (i) the date of the non-employee director’s termination of service from the Company’s Board; or (ii) a date specified by the non-employee director. Each of the directors also receives a grant of restricted stock units (“RSUs”) pursuant to the 2018 Plan annually upon election or re-election. Directors who are also employees of the Company, like Mr. Lawton, receive no additional compensation for serving on the Board or any committee thereof. In 2023, grants of RSUs valued on the date of grant at approximately $155,000 were made to non-employee directors other than the independent chairman, and the independent chairman was granted RSUs valued on the grant date at approximately $225,000. The 2023 annual RSU grant value did not change as compared to the grants in 2022. All RSU awards granted to non-employee directors are made at the commencement of the new director term and vest on the one-year anniversary of the grant date. Settlement of RSUs may be irrevocably deferred until the end of such director’s service on the Board or such other date as the director elects. In addition, our non-employee directors are subject to stock ownership guidelines, as further described in “Corporate Governance—Director Stock Ownership Guidelines.” The Company also reimburses all directors for out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings. The following table provides compensation information for the fiscal year ended December 30, 2023, for each individual who served as a member of our Board during such period, other than Mr. Lawton, whose compensation is reflected in the “2023 Summary Compensation Table.”

  45. Compensation of Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) (2) | All Other Compensation | Total | | Joy Brown | $107,000 | $154,774 | $— | $261,774 | | Ricardo Cardenas | $132,000 | $154,774 | $— | $286,774 | | Meg Ham (3) | $35,109 | $116,127 | $— | $151,236 | | André Hawaux | $107,000 | $154,774 | $— | $261,774 | | Denise L. Jackson | $110,000 | $154,774 | $— | $264,774 | | Cynthia T. Jamison (4) | $63,462 | $— | $— | $63,462 | | Thomas A. Kingsbury (5) | $26,250 | $— | $— | $26,250 | | Ramkumar Krishnan (6) | $95,000 | $154,774 | $— | $249,774 | | Edna K. Morris | $155,206 | $224,802 | $— | $380,008 | | Mark J. Weikel (6) | $119,500 | $154,774 | $— | $274,274 |

  46. Compensation of Directors

    | (1) Each of our non-employee directors that served throughout 2023 received an annual award of RSUs. This column reflects the aggregate grant date fair value of those RSU awards. For each non-employee director, the number of RSUs granted was determined by dividing the fair market value of the award by $241.71, the closing price of the Company’s Common Stock on May 9, 2023, the date preceding the grant date, discounted for the expected dividend yield. Such awards vest on the one-year anniversary of the grant date, with the related expense recognized ratably. |

  47. Compensation of Directors

    | (2) The aggregate number of underlying shares for stock awards outstanding at fiscal year-end for each director is set forth in the table below. Directors receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded down to the nearest whole share. |

  48. Compensation of Directors

    | Name | Number of Vested Deferred RSU Awards | Number of Unvested RSU Awards | | Joy Brown | 797 | 652 | | Ricardo Cardenas | 1,649 | 652 | | Meg Ham | — | 534 | | André Hawaux | — | 652 | | Denise L. Jackson | 6,279 | 652 | | Cynthia T. Jamison | 6,869 | — | | Ramkumar Krishnan | 5,300 | 652 | | Edna K. Morris | 4,996 | 947 | | Mark J. Weikel | — | 652 |

  49. Compensation of Directors

    | (3) Ms. Ham was appointed to the Board on August 2, 2023. Accordingly, the amount disclosed under “Fees Earned or Paid in Cash” includes a prorated amount of the annual retainer for her service as a member of the Board. |

  50. Compensation of Directors

    | (4) Ms. Jamison’s term on the Board ended on May 11, 2023. |

  51. Compensation of Directors

    | (5) Mr. Kingsbury’s term on the Board ended on February 6, 2023. |

  52. Compensation of Directors

    | (6) Messrs. Kingsbury, Krishnan and Weikel elected to receive shares of the Company’s Common Stock with a value of $26,250, $95,000 and $66,000, respectively, in lieu of an equivalent amount of their annual cash retainers. |

  53. Our Executive Compensation Practices

    | We DO Have This Practice | | We DO NOT Have This Practice | | | ✓ | Incentive award metrics that are objective and tied to Company performance | × | Repricing of options without stockholder approval | | ✓ | PSUs with vesting subject to the achievement of key performance metrics and a relative total stockholder return (“TSR”) modifier | × | Hedging transactions or short sales by executive officers or directors | | ✓ | Robust stock ownership guidelines and minimum holding requirements | × | Tax gross-ups for Named Executive Officers | | ✓ | Compensation recoupment “claw-back” policy | × | Excise tax gross-ups upon change in control | | ✓ | Limited perquisites | × | Payout of dividends or dividend equivalents on unearned or unvested equity | | ✓ | Robust anti-hedging and anti-pledging policy | × | Pension or defined benefit supplemental executive retirement plan (SERP) | | ✓ | Minimum vesting requirements in equity plan for equity awards to promote retention and long-term stockholder alignment | × | High percentage of fixed compensation | | ✓ | A significant portion of executive compensation is tied to stockholder return in the form of at-risk compensation | × | Single trigger change in control provision for severance and acceleration of equity awards | | ✓ | Annual “say-on-pay” advisory votes | × | Liberal change in control definition in equity award or change in control agreements | | ✓ | Annual executive compensation risk assessment by third party | | | | ✓ | Market comparison of executive compensation against a relevant peer group | | |

  54. Total Compensation Program Elements and Targets Overview

    | Form of Compensation | CEO | Other NEOs (Aggregate) | Description | | Base Salary | | | Fixed cash compensation that serves as the platform for our pay-for-performance program. Base salary amounts are reviewed annually and adjusted when deemed appropriate, including to reflect material changes to an executive’s role and to maintain market competitiveness. | | Cash Incentive Plan (“CIP”) | | | Our CIP is designed to motivate and reward our executives for successfully executing our short-term business plans and thereby achieving superior financial results. CIP compensation consists of a cash bonus tied to the Company’s achievement of target net income and certain strategic initiatives. | | Long-Term Incentives (1) | | | Our long-term incentive (“LTI”) compensation program is the largest component of our target pay mix and is designed to motivate and reward executives for successfully executing our long-term business plan and to further align executive and stockholder interests. Grants are awarded in the form of stock options, restricted stock units (“RSUs”) and PSUs. Stock options and RSUs are subject to minimum service-based vesting periods and the vesting of PSUs is subject to the achievement of targets for growth in net sales and earnings per diluted share, subject to adjustment based on our relative TSR performance. The value of all three forms of LTI compensation is based on the market value of our stock and, therefore, links our executive pay to our stock price performance. |

  55. Total Compensation Program Elements and Targets Overview

    | (1) The percentage displayed in the column “Other NEOs (Aggregate)” excludes the value of a one-time increase to the RSU portion of Mr. Mills’ long-term equity incentive awards, as described below. |

  56. Cash Incentive Plan (CIP)

    Cash Incentive Plan (CIP) The CIP is our cash-based, annual incentive plan for executive officers and is designed to motivate and reward our executives for successfully executing our short-term business plans and thereby achieving superior financial results. The Compensation and Human Capital Committee will continue to refine the CIP as it deems appropriate to continue to align the incentives of our Named Executive Officers with the Company’s strategic priorities and the interests of our stockholders.

  57. 2023 CIP Performance Goals and Results

    2023 CIP Performance Goals and Results In February 2023, the Compensation and Human Capital Committee approved the Company’s 2023 CIP, under which participants were eligible to receive a cash bonus dependent upon the Company’s net income for the year in comparison to a net income target set by the Board (75% weighting) and the achievement of certain strategic initiatives described below (25% weighting), with the portion of the award tied to the strategic initiatives also conditioned upon attainment of a net income threshold goal. The following table sets forth the target achievement levels and our actual 2023 results with respect to the net income metric. For attainment of a net income amount within the range of each percentage referenced below, the Company interpolates the actual CIP amount payable. The Company’s net income target for fiscal 2023 under the CIP was $1.16 billion, which represented a 6.4% increase over our fiscal 2022 net income.

  58. 2023 CIP Performance Goals and Results

    | | Performance Level | | | | | | Performance Metric | Threshold (25% payout) | Target (100% payout) | Overachieve (150% payout) | Maximum (200% payout) | Actual Results | | Net Income (weighted 75% of target) ($000s) | $1,044 | $1,160 | $1,218 | $1,276 | $1,107 |

  59. 2023 CIP Performance Goals and Results

    The Compensation and Human Capital Committee selected net income as the most heavily weighted metric under the 2023 CIP in order to incentivize our Named Executive Officers to continue to focus on our profitability. Under the terms of the CIP, target net income is defined as budgeted net income, which is intended to be a challenging but attainable target if the Company successfully executes on its operating plan for the year. In determining budgeted net income for fiscal 2023, the Board considered a number of factors, including general economic conditions, performance trends in our business, growth rates of comparable retailers and investor expectations. For fiscal 2023, net income was $1.11 billion, or $10.09 per diluted share, compared to $1.09 billion, or $9.71 per diluted share, in fiscal 2022. As a result, the actual net income was 95% of the target net income amount of $1.16 billion. Under the terms of the CIP, the Compensation and Human Capital Committee may exclude any extraordinary or unusual items when determining whether the net income target is met. However, the Compensation and Human Capital Committee did not make any such adjustments in determining the percentage of the net income target achieved in fiscal 2023. Based on the achievement with respect to the net income performance metric, the Compensation and Human Capital Committee certified a payout equal to 65.8% of each Named Executive Officer’s CIP target allocated to net income. The six strategic initiatives for the fiscal 2023 CIP, which are focused on driving overall business growth, are described in the table below.

  60. 2023 CIP Performance Goals and Results

    | Strategic Initiative | Weight | Description | Actual Results (% of Target) | Weighted Payout | | Lead with Legendary Service | 5.0% | Improve team member selling skills and engagement to increase transaction values | 146.7% | 7.3% | | Differentiate Neighbor’s Club Experience | 5.0% | Improve frequency of transactions and implicit value of Neighbor’s Club members | 93.5% | 4.7% | | Advance Omni Fulfillment | 5.0% | Improve omni fulfillment experience by reducing friction in purchase process | 200.0% | 10.0% | | Grow with Orscheln | 5.0% | Convert Orscheln stores to an updated Tractor Supply experience | 200.0% | 10.0% | | Fusion and Garden Center Initiatives | | | | | | Fusion and Garden Center Cost Efficiency | 2.5% | Improve the efficiency and/or costs to execute Fusion models | 20.0% | 0.5% | | Fusion and Garden Center Sales Lift | 2.5% | Improve the productivity from Fusion remodel investments | 1.5% | 0.0% | | | | Total Weighted Strategic Initiatives Payout: | | 32.5% |

  61. 2023 CIP Performance Goals and Results

    The Compensation and Human Capital Committee selected the strategic initiatives described above in order to further enhance the linkage between pay and performance. The strategic initiatives arise from initiatives that the Company has prioritized to help advance its long-term strategy and achieve business objectives in its long-range plan, but that may not be adequately rewarded by the portion of the CIP calculated based on financial performance. Each strategic initiative is informed through a combination of bottom-up analysis of past performance (when available), top-down assessments of the annual progress required to meet the long-range plan objectives for such initiative and competitive research to benchmark the achievability of the initiative. Performance levels of the strategic objectives were designed to be challenging but achievable with strong management performance.

  62. 2023 CIP Payouts

    2023 CIP Payouts Under the terms of the CIP, the Compensation and Human Capital Committee has the discretion to withhold all or a portion of the bonuses based upon subjective factors such as individual executive performance, unusual and non-recurring factors and strategic long-term decisions affecting Company performance during the year. The Compensation and Human Capital Committee did not make any such adjustments to the bonuses for fiscal 2023. The graphic below illustrates the payout calculations under the 2023 CIP for our President and CEO, Mr. Lawton, and the table below sets forth the target and actual payout amounts for each Named Executive Officer under the 2023 CIP, in each case, based on the results described above:

  63. CIP Payout for Mr. Lawton

    CIP Payout for Mr. Lawton

  64. CIP Payout for Mr. Lawton

    | Executive | Base Salary ($) | CIP Target (% of Base Salary) | CIP Target ($) | CIP Payout ($) | | Harry A. Lawton III | 1,250,000 | 150% | 1,875,000 | 1,535,547 | | Kurt D. Barton | 680,000 | 75% | 510,000 | 417,669 | | Robert D. Mills | 639,000 | 75% | 479,250 | 392,486 | | J. Seth Estep | 628,000 | 75% | 471,000 | 385,729 | | John P. Ordus | 628,000 | 75% | 471,000 | 385,729 |

  65. CIP Payout for Mr. Lawton

    The range of possible fiscal year 2023 CIP payments for each Named Executive Officer is shown in the 2023 Grants of Plan-Based Awards Table in the columns titled “Threshold,” “Target” and “Maximum” under the heading titled “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” and the actual amount of CIP payments for each Named Executive Officer is shown in the 2023 Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

  66. Long-Term Incentive Compensation

    Long-Term Incentive Compensation LTI awards are issued under the 2018 Omnibus Incentive Plan (the “2018 Plan”). The awards granted under our LTI program serve to balance our short-term incentives by encouraging executives to work toward the creation of stockholder value over the longer term. The program is designed to directly align executive and stockholder interests, promote executive stock ownership and attract and retain top performers. In determining the size of LTI awards, the Compensation and Human Capital Committee considers, among other things, the impact on the burn rate under the 2018 Plan and the dilution to our stockholders of such awards. The 2018 Plan requires that all awards granted under the plan have a minimum vesting period of at least one year from the grant date, except in limited circumstances. In addition, our executives are required to comply with the Company’s stock ownership requirements. See “Stock Ownership Guidelines.”

  67. 2023 Target LTI Opportunity

    2023 Target LTI Opportunity

  68. 2023 Target LTI Opportunity

    | (1) The graph above excludes the one-time increase to the RSU portion of Mr. Mills’ long-term equity incentive awards, as described below. |

  69. 2023 Target LTI Opportunity

    As noted above, consistent with the Company’s compensation philosophy of aligning executive officers’ interests with stockholders and to further support the execution of the Company’s long-term strategy, the Compensation and Human Capital Committee allocated the entirety of Mr. Lawton’s total target direct compensation increase to his fiscal 2023 Target LTI Opportunity. Accordingly, the grant date fair value of the fiscal 2023 Target LTI Opportunity provided to Mr. Lawton increased by $1.5 million as compared to his fiscal 2022 Target LTI Opportunity, as further described in “Fiscal 2023 Individual Compensation Decisions” below. The grant date fair value of the fiscal 2023 Target LTI Opportunity for Mr. Barton decreased as compared to his fiscal 2022 Target LTI Opportunity due to a one-time increase in the 2022 Target LTI Opportunity for retentive purposes and in recognition of his strong performance. Timing of Long-Term Incentive Grants. As in prior years, the Compensation and Human Capital Committee granted annual equity awards to our Named Executive Officers in February 2023 after we announced our financial results for fiscal 2022 and the Compensation and Human Capital Committee had the opportunity to consider our expectations and projections for fiscal 2023. The Compensation and Human Capital Committee’s fiscal 2023 regular meeting schedule was determined in the prior fiscal year and the proximity of any awards to other significant corporate events is coincidental. If Named Executive Officers are hired or promoted during the year, they generally receive a grant at the first scheduled Compensation and Human Capital Committee meeting following their hire date or promotion date for an aggregate number of stock options, RSUs and PSUs based on position. Stock Options. As noted above, 25% of our Target LTI Opportunity in fiscal 2023 consisted of stock options. Because stock options only have value to the executive if the price of the Company’s Common Stock increases after the grant date, we believe these awards closely align executives’ interests with those of other stockholders by encouraging growth in financial results and other key performance metrics that can positively impact the Company’s stock trading price. All of the stock options granted in fiscal 2023 have minimum vesting periods, with the stock options vesting ratably each year over a three-year period that begins on the grant date. Restricted Stock Units (RSUs). As noted above, 25% of the target LTI Opportunity in fiscal 2023 consisted of RSUs. We believe RSUs align stockholder and executive interest and serve as an effective retention tool. Like stock options, grants of RSUs are designed to reward our executive officers for creating long-term stockholder value. Unlike stock options, however, RSUs represent the full value of a share of the Company’s Common Stock and have value whether or not the price of the Company’s stock goes up. However, the value of RSUs fluctuates based on the trading price of the Company’s Common Stock. For 2023, the Compensation and Human Capital Committee approved a one-time increase to the RSU portion of Mr. Mills’ Target LTI Opportunity by 859 shares in recognition of his strong performance in connection with the acquisition of Orscheln Farm and Home, LLC, which closed in October 2022. All RSUs granted to the Named Executive Officers in fiscal 2023 vest ratably, subject to continued employment, each year over a three-year period that begins on the grant date. Performance Share Units (PSUs). The remaining 50% of our Target LTI Opportunity in fiscal 2023 consisted of PSUs. The number of PSUs that vest, if any, is based upon the achievement of the targeted performance metrics. The performance metrics for the PSUs are growth in net sales and growth in earnings per diluted share, with each of the metrics weighted 50%. Like stock options, grants of PSUs are designed to reward our executive officers for creating long-term stockholder value. Unlike stock options, however, if the performance thresholds are not met, the PSUs do not vest and the executive does not receive compensation. If the performance thresholds and the service conditions are met, PSUs vest and a vested PSU represents the full value of a share of the Company’s Common Stock. The value of PSUs also fluctuates based on the trading price of the Company’s Common Stock. The achievement of the performance metrics for PSUs granted in fiscal 2023 is dependent upon the Company’s annual net sales and earnings per diluted share for fiscal 2025 as compared to the target level of achievement set by the Board. The target level of achievement for PSUs is set by the Board in consideration of a number of factors, including general economic conditions, performance trends in our business, growth rates of comparable retailers and investor expectations. The earnings per diluted share target also includes an assumption of share repurchase activity over the performance period. The performance goals were designed to be challenging but attainable if the Company successfully executes on its long-term operating plan and achieves strong, sustained performance over the three-year performance period. In 2023, performance metrics for the annual PSU grants also include a relative TSR modifier. The relative TSR modifier was included in order to continue to enhance the linkage between pay and performance. For grants in 2023, the application of the TSR modifier may result in the number of shares earned from PSU awards being reduced or increased by up to 25% if TSR over the three-year performance period relative to the S&P 500 on the first day of the performance period (“comparator group”) falls outside of a defined range. Specifically, after the performance results are certified, the award will be modified up or down as follows, if applicable:

  70. 2023 Target LTI Opportunity

    | If TSR over the three-year performance period is: | Then: | | At or above the 75th percentile of the comparator group | The award will be increased 25% | | At or above the 25th and below the 75th percentile of the comparator group | No change to the award | | Below the 25th percentile of the comparator group | The award will be decreased 25% |

  71. 2023 Target LTI Opportunity

    The value of the PSU grants reflects the grant date fair value of the awards assuming target level of achievement. The actual achievement may be higher or lower than the target and the actual number of shares awarded may be more or less. The actual number of shares awarded with respect to the fiscal 2023 grants may also be more or less as a result of the relative TSR modifier. Once the performance period ends, the Compensation and Human Capital Committee will consider all relevant factors, including the impact of share repurchases, in order to determine whether the targets were met and, if so, the corresponding level of achievement. If the performance targets are met, all PSUs granted to the Named Executive Officers in fiscal 2023 will vest 100% on the third anniversary of the grant date, subject to continued employment through the vesting date. In addition, in connection with the grant of the 2023 PSUs, each of the Named Executive Officers entered into a protective agreement which provides that, during the course of such Named Executive Officer’s employment and for 24 months for the CEO or for 18 months for each of the other Named Executive Officers following the termination of his or her employment for any reason, the Named Executive Officer will not perform the same or similar responsibilities that he or she performed for the Company for any competitor of the Company in connection with a competing product or service, will not solicit or employ current or former team members of the Company and will not directly or indirectly interfere with the Company’s relationships with its vendors or suppliers. The protective agreement further provides that the Named Executive Officer will not disclose or use confidential or proprietary information or trade secrets of the Company so long as such information remains confidential and will not disparage the Company or its affiliates at any time. In the event of a breach of the protective agreement by the Named Executive Officer, the 2023 PSUs will be automatically forfeited.

  72. Achievement for 2021-2023 PSU Grants

    Achievement for 2021-2023 PSU Grants Each of our Named Executive Officers was an executive officer of the Company when PSUs were granted in 2021 under the 2018 Plan. The performance metrics for the fiscal 2021 PSUs were net sales and earnings per diluted share, each measured based on fiscal 2023 performance, as compared to the target level of achievement set by the Board, with each of the metrics weighted at 50%. The earnings per diluted share target also included an assumption of share repurchase activity over the performance period. The potential range of achievement and actual achievement for the PSUs granted in fiscal 2021 are indicated in the following table:

  73. Achievement for 2021-2023 PSU Grants

    | | | Fiscal 2023 Potential Achievement | | | | | PSU Performance Metrics | | Threshold (50% Achievement) | Target (100% Achievement) | Maximum (200% Achievement) | Actual Achievement | | Net Sales (in thousands) | 50% Weight | $11,630,000 | $12,425,000 | $13,222,000 | $14,555,741 | | Earnings per Diluted Share | 50% Weight | $7.52 | $8.04 | $8.55 | $10.09 |

  74. Achievement for 2021-2023 PSU Grants

    The 2021 PSU awards also included a relative TSR modifier, the application of which could result in the number of shares earned from the 2021 PSU awards being reduced or increased by up to 25% if TSR over the three-year performance period relative to the S&P 500 on the first day of the performance period fell outside of a defined range, as reflected in the table below.

  75. Achievement for 2021-2023 PSU Grants

    | If TSR over the three-year performance period is: | Then: | | At or above the 75th percentile of the comparator group | The award will be increased 25% | | At or above the 25th and below the 75th percentile of the comparator group | No change to the award | | Below the 25th percentile of the comparator group | The award will be decreased 25% |

  76. Achievement for 2021-2023 PSU Grants

    The Company’s relative TSR over the three-year performance period applicable to the fiscal 2021 PSU awards was 75.88%, resulting in the number of shares earned for the fiscal 2021 PSU awards being increased by 25%. Based on the level of achievement for each performance metric as set forth above, the Compensation and Human Capital Committee approved the vesting and settlement of the PSUs granted in fiscal 2021 at 250% of target, resulting in each of the Named Executive Officers receiving the following number of shares underlying these PSUs:

  77. Achievement for 2021-2023 PSU Grants

    | Executive | PSUs at Vesting (# of Shares) | | Harry A. Lawton III | 40,582 | | Kurt D. Barton | 9,017 | | Robert D. Mills | 9,620 | | J. Seth Estep | 7,215 | | John P. Ordus | 7,215 |

  78. Fiscal 2023 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | $11.625 million | Base Salary: Mr. Lawton’s base salary was $1,250,000 for fiscal 2023, which did not change from his fiscal 2022 base salary level. Annual CIP: Mr. Lawton’s target award under the CIP was 150% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 90% of target net income and below threshold for each of the six strategic initiatives, to 300% of his base salary, if the Company’s net income meets or exceeds 110% of the target and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income and three of the six strategic initiatives attaining above target achievement, Mr. Lawton was awarded 122.9% of his base salary under the CIP. Long-Term Incentive: Mr. Lawton received long-term equity incentives at a target value of $8,500,000, comprised of 25% stock options, 25% RSUs and 50% PSUs, representing an increase of $1.5 million over the target value of his fiscal 2022 LTI awards. This increase was approved after considering market data and in recognition of Mr. Lawton’s strong performance since his appointment as President and Chief Executive Officer. As noted above, consistent with the Company’s compensation philosophy of aligning executive officers’ interests with stockholders and to further support the execution of the Company’s long-term strategy, the Compensation and Human Capital Committee allocated the entirety of Mr. Lawton’s fiscal 2023 total target direct compensation increase to his fiscal 2023 Target LTI Opportunity. |

  79. Fiscal 2023 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $1,250,000 | $1,298,077 | | Annual CIP | $1,875,000 | $1,535,547 | | Long-Term Incentive | | | | Stock Options | $2,125,000 | $2,124,967 | | RSUs | $2,125,000 | $2,124,846 | | PSUs | $4,250,000 | $4,249,795 | | Total | $11,625,000 | $11,333,232 |

  80. Fiscal 2023 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | $2.69 million | Base Salary: Mr. Barton’s base salary was $680,000 for fiscal 2023, an increase of 3.0% from $660,000 in 2022. Annual CIP: Mr. Barton’s target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 90% of target net income and below threshold for each of the six strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 110% of the target and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income and three of the six strategic initiatives attaining above target achievement, Mr. Barton was awarded 61.4% of his base salary under the CIP. Long-Term Incentive: Mr. Barton received long-term equity incentives at a target value of $1,500,000, comprised of 25% stock options, 25% RSUs and 50% PSUs. |

  81. Fiscal 2023 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $680,000 | $703,846 | | Annual CIP | $510,000 | $417,669 | | Long-Term Incentive | | | | Stock Options | $375,000 | $374,962 | | RSUs | $375,000 | $374,999 | | PSUs | $750,000 | $749,796 | | Total | $2,690,000 | $2,621,272 |

  82. Fiscal 2023 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | ~$2.218 million | Base Salary: Mr. Mills’ base salary was $639,000 for fiscal 2023, an increase of 3.1% from $620,000 in 2022. Annual CIP: Mr. Mills’ target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 90% of target net income and below threshold for each of the six strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 110% of the target and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income and three of the six strategic initiatives attaining above target achievement, Mr. Mills was awarded 61.4% of his base salary under the CIP. Long-Term Incentive: Mr. Mills received long-term equity incentives at a target value of $1,100,000, comprised of 25% stock options, 25% RSUs and 50% PSUs. For 2023, the Compensation and Human Capital Committee approved a one-time increase in the RSU portion of Mr. Mill’s long-term equity incentive awards by 859 shares in recognition of his strong performance in connection with the acquisition of Orscheln Farm and Home, LLC. |

  83. Fiscal 2023 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $639,000 | $661,385 | | Annual CIP | $479,250 | $392,486 | | Long-Term Incentive | | | | Stock Options | $275,000 | $274,948 | | RSUs | $275,000(2) | $274,790 | | PSUs | $550,000 | $549,803 | | Total | $2,218,250 | $2,153,412 |

  84. Fiscal 2023 Individual Compensation Decisions

    | (2) The target value reflected for Mr. Mills’ fiscal 2023 RSU awards excludes the value of the additional 859 shares granted to him as a one-time increase in the RSU portion of his long-term equity incentive awards, as described above, as it is not viewed as reflective as a component of the annual LTI awards. |

  85. Fiscal 2023 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | $1.899 million | Base Salary: Mr. Estep’s base salary was $628,000 for fiscal 2023, an increase of 3.0% from $610,000 in fiscal 2022. Annual CIP: Mr. Estep’s target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 90% of target net income and below threshold for each of the six strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 110% of the target and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income and three of the six strategic initiatives attaining above target achievement, Mr. Estep was awarded 61.4% of his base salary under the CIP. Long-Term Incentive: Mr. Estep received long-term equity incentives at a target value of $800,000, comprised of 25% stock options, 25% RSUs and 50% PSUs. |

  86. Fiscal 2023 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $628,000 | $650,077 | | Annual CIP | $471,000 | $385,729 | | Long-Term Incentive | | | | Stock Options | $200,000 | $199,968 | | RSUs | $200,000 | $199,970 | | PSUs | $400,000 | $399,986 | | Total | $1,899,000 | $1,835,730 |

  87. Fiscal 2023 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | $1.899 million | Base Salary: Mr. Ordus’ base salary was $628,000 for fiscal 2023, an increase of 3.0% from $610,000 in fiscal 2022. Annual CIP: Mr. Ordus’ target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 90% of target net income and below threshold for each of the six strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 110% of the target and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income and three of the six strategic initiatives attaining above target achievement, Mr. Ordus was awarded 61.4% of his base salary under the CIP. Long-Term Incentive: Mr. Ordus received long-term equity incentives at a target value of $800,000, comprised of 25% stock options, 25% RSUs and 50% PSUs. |

  88. Fiscal 2023 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $628,000 | $650,077 | | Annual CIP | $471,000 | $385,729 | | Long-Term Incentive | | | | Stock Options | $200,000 | $199,968 | | RSUs | $200,000 | $199,970 | | PSUs | $400,000 | $399,986 | | Total | $1,899,000 | $1,835,730 |

  89. Our Executive Compensation Philosophy and Framework

    | • | Pay-for-Performance. We design our executive compensation program to link pay to performance. We accomplish this through the use of short-term and long-term incentives that are designed to align executive pay to our net sales, net income, earnings per diluted share and stock price performance. By setting short-term and long-term financial targets that we believe will drive stock price performance, our annual and long-term incentive plans work together to align pay and performance. |

  90. Our Executive Compensation Philosophy and Framework

    | • | Stockholder Alignment. Our executive compensation program includes both short-term and long-term incentives tied to performance factors that we believe support stockholder value creation. All principal components of our executive compensation program, other than base salary, are at-risk and contingent upon the achievement of performance goals or our stock price performance. We also maintain robust stock ownership guidelines for all executives. |

  91. Our Executive Compensation Philosophy and Framework

    | • | Strategic Business Plan Alignment. The Company has developed a strategic business plan with both short-term and long-term goals designed to encourage our executives to execute our growth strategy in line with our mission and values, and without taking unreasonable risks. The Company’s executive compensation program is designed to support and enable the achievement of the goals in our strategic operating plan by holding our leaders accountable for building and maintaining a strong, performance-based culture. |

  92. Our Executive Compensation Philosophy and Framework

    | • | Competitive Compensation Based on Market Analysis. We believe it is important to be market competitive in order to attract talent and enable our people to build successful careers with our Company. To assess the market competitiveness of compensation levels for the Company’s senior executives, the Compensation and Human Capital Committee reviews and considers a variety of information with the assistance of an independent compensation consultant, including an annual review of target pay levels for each executive using market data for a carefully chosen peer group and other comparable companies. While the Compensation and Human Capital Committee generally seeks to position target pay opportunities within a competitive range of the market 50th percentile, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation and Human Capital Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance, experience, tenure and other relevant factors. |

  93. Peer Group

    Peer Group Pay data from the following peer group was used to make informed executive compensation decisions in fiscal 2023, which was the same peer group used to make executive compensation decisions in fiscal 2022:

  94. Peer Group

    | Advance Auto Parts, Inc. | Burlington Stores, Inc. | O’Reilly Automotive, Inc. | | AutoZone, Inc. | Casey’s General Stores, Inc. | Ross Stores, Inc. | | Bath & Body Works, Inc. (f/k/a L Brands, Inc.) | Dick’s Sporting Goods, Inc. | ULTA Beauty, Inc. | | Best Buy, Inc. | Dollar General Corporation | | | BJ’s Wholesale Club Holdings, Inc. | Dollar Tree, Inc. | |

  95. CEO Employment Agreement and Severance Benefits

    CEO Employment Agreement and Severance Benefits The Company does not typically enter into employment agreements with team members, and no executive is party to an employment agreement with the Company with the exception of the Company’s Chief Executive Officer, Harry A. Lawton III. Mr. Lawton’s employment agreement sets forth the obligations of the Company to Mr. Lawton and certain rights, responsibilities and duties of Mr. Lawton. The employment agreement had an initial term of three years that began on January 13, 2020, which was subsequently extended to February 9, 2026 in early 2023 and which will automatically extend for additional one year periods unless the Company provides prior notice of non-extension. The employment agreement sets forth Mr. Lawton’s initial base salary and eligibility to participate in such equity incentive plans as the Company’s Compensation and Human Capital Committee may determine appropriate for executive officers and such bonus plans as the Board may determine appropriate for executive officers of the Company, with an annual target bonus of no less than 125% (increased to 150% in early 2023) of the Minimum Base Salary (as defined in the employment agreement). Mr. Lawton’s agreement also contains certain severance benefits, as described below under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreement with Mr. Lawton contains covenants regarding the confidentiality of the Company’s trade secrets and non-solicitation of Company team members and non-competition with the Company for a period of 24 months following any termination of employment. The severance pay that would be provided to Mr. Lawton by the agreement has been deemed by the Compensation and Human Capital Committee to be commensurate with the value to the Company of the restrictive covenants under which Mr. Lawton would operate after a separation of employment. In addition, as previously disclosed, in February 2023, the Company amended and restated the award agreements governing the PSU grants made to Mr. Lawton in 2022 and 2021 to provide that if Mr. Lawton’s employment is terminated without cause or good reason prior to a change in control, he would be eligible for prorated vesting based on the portion of the vesting period elapsed as of the date of termination. Consistent with the prior award agreements, if Mr. Lawton’s employment is terminated due to his death or disability, he would be eligible for full vesting of the awards. In each case, the satisfaction of applicable performance goals would be determined based on actual performance at the end of the performance period, provided that, if there is a change in control following Mr. Lawton’s termination of employment, any applicable performance goals would be fixed at the target level. Please see “Potential Payments Upon Termination or Change in Control” for a summary of the compensation Mr. Lawton would receive upon a termination of employment pursuant to the terms of his employment agreement and outstanding equity award agreements. Instead of entering into an employment agreement with its executive officers, the Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her initial base salary, CIP target and Target LTI Opportunity. The terms of the executive’s employment are based thereafter on sustained good performance and the change in control agreements described below. The terms of the offer letter are determined after considering the compensation levels paid to similarly situated executive officers at the Company, the competitive median of the market data to provide a perspective on external practices, input from the Compensation and Human Capital Committee’s independent compensation consultant and the compensation deemed necessary to induce the executive to join the Company.

  96. Change in Control Benefits

    Change in Control Benefits It is our belief that reasonable change in control protections are necessary for select positions in order to recruit and retain effective executive management. Furthermore, providing change in control benefits should increase the cooperation of executive management with respect to potential change in control transactions that would be in the best interests of stockholders. For those reasons, each of the Named Executive Officers is party to an agreement with the Company whereby, in the event the employment of such executive officer is terminated during the term of the agreement following a change of control of the Company other than (i) by the Company for cause, (ii) by reason of death or disability or (iii) by the executive officer without good reason (as such terms are defined in the agreement), certain severance benefits will be paid to such executive officer. Each Named Executive Officer party to a change in control agreement must execute and not revoke a general waiver and release of claims. Each Named Executive Officer party to a change in control agreement has agreed not to compete with the Company during their employment and for an 18-month period (24-month period for Mr. Lawton) after termination of employment following a change in control. Each Named Executive Officer’s change in control agreement was amended and restated in February 2023 to extend the term of the agreement through February 28, 2026, with the term automatically extending for an additional one-year period commencing on March 1, 2024 unless the Company gives prior notice of non-extension. The amended and restated change in control agreements generally preserved the benefits under the existing change in control agreements, but eliminated the requirement that the Named Executive Officers remain employed with the Company for six months following a change in control as such provision was viewed as not aligned with market practices, and also updated the methodology for calculating certain bonus-related severance payments, as described in more detail below under the heading “Potential Payments Upon Termination or Change in Control.” Our agreements with Mr. Lawton and our executive officers do not allow for the gross-up of change in control payments and include double trigger change in control provisions for severance benefits and for acceleration of equity awards. The change in control benefits are described in more detail under the heading “Potential Payments Upon Termination or Change in Control.”

  97. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes information concerning cash and non-cash compensation paid to or accrued for the benefit of the Company’s Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers of the Company who served as executive officers at the end of fiscal 2023 for all services rendered in all capacities to the Company for fiscal 2023. This table is presented as required by SEC rules. However, as calculated per SEC rules, the table includes the aggregate grant date fair value of equity awards according to accounting for share-based compensation even though such equity awards were not realized by the executives in fiscal 2023 and may be realized in the future in completely different amounts or not at all depending on a variety of factors such as performance of the business, fluctuations in share price, the failure to satisfy the underlying vesting conditions, etc.

  98. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) (1) | Stock Awards ($) (2) (3) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Harry A. Lawton III President, Chief Executive Officer and Director | 2023 | $1,298,077 | $6,374,641 | $2,124,967 | $1,535,547 | $41,434 | $11,374,666 | | | 2022 | $1,282,692 | $5,249,741 | $1,749,996 | $2,163,404 | $37,488 | $10,483,321 | | | 2021 | $1,147,115 | $4,724,795 | $2,024,973 | $3,105,000 | $115,368 | $11,117,251 | | Kurt D. Barton Executive Vice President – Chief Financial Officer and Treasurer | 2023 | $703,846 | $1,124,795 | $374,962 | $417,669 | $41,820 | $2,663,092 | | | 2022 | $681,539 | $1,499,799 | $499,999 | $571,139 | $37,045 | $3,289,521 | | | 2021 | $633,270 | $1,049,798 | $449,987 | $857,250 | $36,904 | $3,027,209 | | Robert D. Mills Executive Vice President – Chief Technology, Digital Commerce and Strategy Officer | 2023 | $661,385 | $1,017,597 | $274,948 | $392,486 | $41,303 | $2,387,719 | | | 2022 | $639,231 | $824,648 | $274,959 | $536,524 | $36,736 | $2,312,098 | | | 2021 | $588,270 | $1,119,936 | $479,995 | $796,500 | $36,595 | $3,021,296 | | J. Seth Estep Executive Vice President – Chief Merchandising Officer | 2023 | $650,077 | $599,956 | $199,968 | $385,729 | $41,890 | $1,877,620 | | | 2022 | $628,846 | $599,744 | $199,980 | $527,871 | $37,501 | $1,993,942 | | | 2021 | $576,539 | $839,952 | $359,996 | $783,000 | $36,989 | $2,596,476 | | John P. Ordus Executive Vice President – Chief Stores Officer | 2023 | $650,077 | $599,956 | $199,968 | $385,729 | $40,930 | $1,876,660 | | | 2022 | $626,539 | $599,744 | $199,980 | $527,871 | $36,473 | $1,990,607 | | | 2021 | $563,270 | $839,952 | $359,996 | $762,570 | $36,332 | $2,562,120 |

  99. 2023 Summary Compensation Table

    | (1) Amounts reflect base compensation earned by the Named Executive Officers during the period indicated and not such officer’s approved base salary for the indicated year. Amounts differ due to the timing of annual salary adjustments as well as the number of weeks during the applicable fiscal year. |

  100. 2023 Summary Compensation Table

    | (2) The amounts in the columns captioned “Stock Awards” and “Option Awards” reflect the aggregate grant date fair value of stock awards and option awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). For a description of the assumptions used by the Company in valuing these awards for fiscal 2023, please see Note 2 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 filed with the SEC on February 23, 2024. |

  101. 2023 Summary Compensation Table

    | (3) The stock awards for all years presented include the value of RSUs and PSUs as of the grant date. The award value included in the table above with respect to PSU awards is based on the grant date fair value of the awards assuming target level achievement, which we have determined, in accordance with share-based compensation accounting rules, to be the probable level of achievement of the performance metrics underlying those awards as of the grant date. The table below shows the grant date fair value of the PSUs granted to each Named Executive Officer during fiscal 2023, assuming that: (i) our performance with respect to those performance metrics will be at target levels (i.e., probable performance) and (ii) our performance with respect to those performance metrics will be at levels that would result in a maximum payout. |

  102. 2023 Summary Compensation Table

    | Name | Grant Date Fair Value (Probable Performance) | Grant Date Fair Value (Maximum Performance) | | Harry A. Lawton III | $4,249,795 | $8,499,591 | | Kurt D. Barton | $749,796 | $1,499,592 | | Robert D. Mills | $549,803 | $1,099,606 | | J. Seth Estep | $399,986 | $799,973 | | John P. Ordus | $399,986 | $799,973 |

  103. 2023 Summary Compensation Table

    | (4) Amounts reflect incentives earned under the CIP, in each case calculated based on the Company’s financial performance for the indicated period. |

  104. 2023 Summary Compensation Table

    | (5) Amounts for fiscal 2023 are comprised of the following: |

  105. 2023 Summary Compensation Table

    | Name | Company Contribution to 401(k) Plan | Company Contribution to Deferred Compensation Plan | Group Term Life Insurance and Disability Premiums | Employer Paid Healthcare | Other(a) | Total | | Harry A. Lawton III | $12,600 | $4,500 | $9,924 | $12,972 | $1,438 | $41,434 | | Kurt D. Barton | $12,600 | $4,500 | $9,465 | $13,610 | $1,645 | $41,820 | | Robert D. Mills | $12,600 | $4,500 | $9,143 | $13,610 | $1,450 | $41,303 | | J. Seth Estep | $12,600 | $4,500 | $8,686 | $14,704 | $1,400 | $41,890 | | John P. Ordus | $12,600 | $4,500 | $8,870 | $13,610 | $1,350 | $40,930 |

  106. 2023 Summary Compensation Table

    | (a) Amounts in this column represent the aggregate incremental cost to the Company of mobile stipends and gift cards provided to the Named Executive Officers in 2023. |

  107. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table reflects certain information with respect to awards to the Named Executive Officers to acquire shares of the Company’s Common Stock granted under the 2018 Plan and to receive a cash incentive under the Company’s CIP for fiscal 2023.

  108. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) (4) | | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Harry A. Lawton III | | $468,750 | $1,875,000 | $3,750,000 | — | — | — | — | — | — | — | — | | | 2/8/2023 | — | — | — | 6,701 | 17,871 | 44,678 | — | — | — | — | $4,249,795 | | | 2/8/2023 | — | — | — | — | — | — | 9,457 | — | — | — | $2,124,846 | | | 2/8/2023 | — | — | — | — | — | — | — | 34,887 | $232.73 | $231.24 | $2,124,967 | | Kurt D. Barton | | $127,500 | $510,000 | $1,020,000 | — | — | — | — | — | — | — | — | | | 2/8/2023 | — | — | — | 1,182 | 3,153 | 7,883 | — | — | — | — | $749,796 | | | 2/8/2023 | — | — | — | — | — | — | 1,669 | — | — | — | $374,999 | | | 2/8/2023 | — | — | — | — | — | — | — | 6,156 | $232.73 | $231.24 | $374,962 | | Robert D. Mills | | $119,813 | $479,250 | $958,500 | — | — | — | — | — | — | — | — | | | 2/8/2023 | — | — | — | 867 | 2,312 | 5,780 | — | — | — | — | $549,803 | | | 2/8/2023 | — | — | — | — | — | — | 2,082 | — | — | — | $467,794 | | | 2/8/2023 | — | — | — | — | — | — | — | 4,514 | $232.73 | $231.24 | $274,948 | | J. Seth Estep | | $117,750 | $471,000 | $942,000 | — | — | — | — | — | — | — | — | | | 2/8/2023 | — | — | — | 630 | 1,682 | 4,205 | — | — | — | — | $399,986 | | | 2/8/2023 | — | — | — | — | — | — | 890 | — | — | — | $199,970 | | | 2/8/2023 | — | — | — | — | — | — | — | 3,283 | $232.73 | $231.24 | $199,968 | | John P. Ordus | | $117,750 | $471,000 | $942,000 | — | — | — | — | — | — | — | — | | | 2/8/2023 | — | — | — | 630 | 1,682 | 4,205 | — | — | — | — | $399,986 | | | 2/8/2023 | — | — | — | — | — | — | 890 | — | — | — | $199,970 | | | 2/8/2023 | — | — | — | — | — | — | — | 3,283 | $232.73 | $231.24 | $199,968 |

  109. 2023 Grants of Plan-Based Awards

    | (1) The CIP provides for various potential threshold, target and maximum payouts, as discussed in “Compensation Discussion and Analysis – Annual Cash Incentive Compensation.” |

  110. 2023 Grants of Plan-Based Awards

    | (2) The amounts in these columns represent the threshold, target and maximum number of shares that may vest with respect to PSUs granted under the 2018 Plan during fiscal 2023. The PSUs granted to our executives in fiscal 2023 will vest, subject to continued employment, at the end of a three-year period that begins on the date of grant, if the performance objectives are achieved. As further discussed in “Compensation Discussion and Analysis – Long-Term Incentive Compensation: Performance Share Units,” the performance metrics for the PSUs are growth in net sales and growth in earnings per diluted share through fiscal 2025 (i.e., a three-year performance period), each of which is weighted 50% in determining achievement, and the performance metrics for the PSUs include a TSR modifier that may result in the number of shares earned from PSU awards being reduced or increased. |

  111. 2023 Grants of Plan-Based Awards

    | (3) Reflects awards of RSUs granted under the 2018 Plan which vest ratably, subject to continued employment, each year over a three-year period from the date of the grant. |

  112. 2023 Grants of Plan-Based Awards

    | (4) Options are awarded pursuant to the 2018 Plan by the Compensation and Human Capital Committee and the exercise price is equal to the closing price of the Company’s Common Stock on the day preceding the day of the corresponding Committee meeting at which such awards are granted. Options awarded to the Named Executive Officers vest ratably each year over a three-year period and have a 10-year life. |

  113. 2023 Grants of Plan-Based Awards

    | (5) The grant date fair value of equity awards is computed in accordance with the share-based compensation accounting rules as further described in Note 2 to our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 that was filed with the SEC on February 23, 2024, excluding the effect of any estimated forfeitures. The grant date fair value of PSU awards as included in this column reflects target achievement (i.e., probable performance on the grant date). |

  114. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table reflects all outstanding equity awards held by the Named Executive Officers at the end of fiscal 2023:

  115. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Type | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Harry A. Lawton III | Option | 2/5/2020 | 59,330 | — | $91.10 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 44,808 | 22,405 | $143.18 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 11,685 | 23,371 | $221.95 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | — | 34,887 | $232.73 | 2/8/2033 | — | — | — | — | | | RSU | 2/3/2021 | — | — | — | — | 5,682 | $1,221,800 | — | — | | | PSU | 2/3/2021 | — | — | — | — | 40,582 | 8,726,455 | — | — | | | RSU | 2/9/2022 | — | — | — | — | 5,463 | $1,174,709 | — | — | | | PSU | 2/9/2022 | — | — | — | — | — | — | 15,545 | $3,342,641 | | | RSU | 2/8/2023 | — | — | — | — | 9,457 | $2,033,539 | — | — | | | PSU | 2/8/2023 | — | — | — | — | | | 17,871 | $3,842,801 | | Kurt D. Barton | Option | 2/8/2017 | 6,712 | — | $73.18 | 2/8/2027 | — | — | — | — | | | Option | 2/7/2018 | 50,459 | — | $67.28 | 2/7/2028 | — | — | — | — | | | Option | 2/6/2019 | 21,496 | — | $89.59 | 2/6/2029 | — | — | — | — | | | Option | 2/5/2020 | 24,271 | — | $91.10 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 9,957 | 4,979 | $143.18 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 3,338 | 6,678 | $221.95 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | — | 6,156 | $232.73 | 2/8/2033 | — | — | — | — | | | RSU | 2/3/2021 | — | — | — | — | 1,263 | $271,583 | — | — | | | PSU | 2/3/2021 | — | — | — | — | 9,017 | 1,938,925 | — | | | | RSU | 2/9/2022 | — | — | — | — | 1,561 | $335,662 | — | — | | | PSU | 2/9/2022 | — | — | — | — | — | — | 4,441 | $954,948 | | | RSU | 2/8/2023 | — | — | — | — | 1,669 | $358,885 | — | — | | | PSU | 2/8/2023 | — | — | — | — | — | — | 3,153 | $677,990 | | Robert D. Mills | Option | 2/8/2017 | 5,010 | — | $73.18 | 2/8/2027 | — | — | — | — | | | Option | 2/7/2018 | 9,607 | — | $67.28 | 2/7/2028 | — | — | — | — | | | Option | 8/8/2018 | 5,501 | — | $78.98 | 8/8/2028 | — | — | — | — | | | Option | 2/6/2019 | 9,410 | — | $89.59 | 2/6/2029 | — | — | — | — | | | Option | 2/5/2020 | 15,266 | — | $91.10 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 5,311 | 5,311 | $143.18 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 1,836 | 3,672 | $221.95 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | | 4,514 | $232.73 | 2/8/2033 | — | — | — | — | | | RSU | 2/3/2021 | — | — | — | — | 1,347 | $289,645 | — | — | | | PSU | 2/3/2021 | — | — | — | — | 9,620 | 2,068,589 | — | — | | | RSU | 2/9/2022 | — | — | — | — | 858 | $184,496 | — | — | | | PSU | 2/9/2022 | — | — | — | — | — | — | 2,442 | $525,103 | | | RSU | 2/8/2023 | — | — | — | — | 2,082 | $447,692 | — | — | | | PSU | 2/8/2023 | — | — | — | — | — | — | 2,312 | $497,149 | | J. Seth Estep | Option | 5/8/2017 | 7,120 | — | $61.95 | 5/8/2027 | — | — | — | — | | | Option | 2/7/2018 | 16,819 | — | $67.28 | 2/7/2028 | — | — | — | — | | | Option | 2/6/2019 | 7,165 | — | $89.59 | 2/6/2029 | — | — | — | — | | | Option | 2/5/2020 | 11,326 | — | $91.10 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 7,966 | 3,983 | $143.18 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 1,335 | 2,671 | $221.95 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | — | 3,283 | $232.73 | 2/8/2033 | — | — | — | — | | | RSU | 2/3/2021 | — | — | — | — | 1,010 | $217,180 | — | — | | | PSU | 2/3/2021 | — | — | — | — | 7,215 | $1,551,441 | — | — | | | RSU | 2/9/2022 | — | — | — | — | 624 | $134,179 | — | — | | | PSU | 2/9/2022 | — | — | — | — | — | — | 1,776 | $381,893 | | | RSU | 2/8/2023 | — | — | — | — | 890 | $191,377 | — | — | | | PSU | 2/8/2023 | — | — | — | — | — | — | 1,682 | $361,680 |

  116. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Type | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | John P. Ordus | Option | 8/8/2018 | 4,125 | — | $78.98 | 8/8/2028 | — | — | — | — | | | Option | 2/6/2019 | 7,165 | — | $89.59 | 2/6/2029 | — | — | — | — | | | Option | 2/5/2020 | 11,326 | — | $91.10 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 7,966 | 3,983 | $143.18 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 1,335 | 2,671 | $221.95 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | | 3,283 | $232,73 | 2/8/2033 | — | — | — | — | | | RSU | 2/3/2021 | — | — | — | — | 1,010 | $217,180 | — | — | | | PSU | 2/3/2021 | — | — | — | — | 7,215 | 1,551,441 | — | — | | | RSU | 2/9/2022 | — | — | — | — | 624 | $134,179 | — | — | | | PSU | 2/9/2022 | — | — | — | — | — | — | 1,776 | $381,893 | | | RSU | 2/8/2023 | — | — | — | — | 890 | $191,377 | — | — | | | PSU | 2/8/2023 | — | — | — | — | — | — | 1,682 | $361,680 |

  117. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Reflects awards of options. Option awards vest one-third annually over the first three years following the grant date. |

  118. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) Options are awarded by the Compensation and Human Capital Committee and the exercise price is equal to the closing price of the Company’s Common Stock on the day preceding the corresponding Compensation and Human Capital Committee meeting at which such awards are granted. |

  119. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) The amounts in this column represent RSUs granted in 2021, 2022 and 2023 and PSUs granted in 2021, in each case, which were outstanding as of December 30, 2023 and, with respect to the PSUs, for which the performance conditions have been satisfied. RSU awards vest one-third annually over the first three years following the grant date. The 2021 PSU awards included in this column cliff vested on the third anniversary of the grant date. |

  120. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) Market value of unvested stock awards was determined based on the closing price of a share of our Common Stock on December 29, 2023 (the last trading day of fiscal 2023), which was $215.03 per share. |

  121. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) The amounts in this column represent PSUs outstanding as of December 30, 2023 for which the performance conditions have not yet been satisfied. The PSU amounts included assume a target level of achievement. However, the actual number of shares issued, if any, may be higher than target level based on actual achievement levels relative to the performance objectives and for PSUs granted in 2022 and 2023, are subject to further adjustment based on a relative TSR modifier. If the performance and service conditions are met, the PSU awards will cliff vest on the third anniversary of the grant date. |

  122. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table reflects certain information with respect to options exercised by the Named Executive Officers during the 2023 fiscal year as well as stock awards that vested during fiscal 2023:

  123. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Harry A. Lawton III | — | — | 60,587 | $13,933,281 | | Kurt D. Barton | 5,000 | $790,150 | 16,271 | $3,741,645 | | Robert D. Mills | — | — | 12,211 | $2,808,161 | | J. Seth Estep | 3,447 | $527,460 | 7,961 | $1,831,023 | | John P. Ordus | — | — | 7,961 | $1,831,023 |

  124. 2023 Option Exercises and Stock Vested

    | (1) The value realized equals the difference between the exercise price of the stock options and the market price of our Common Stock at the time of exercise, multiplied by the number of shares to which the exercise relates. |

  125. 2023 Option Exercises and Stock Vested

    | (2) Represents the gross number of shares acquired upon vesting of stock awards, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. |

  126. 2023 Option Exercises and Stock Vested

    | (3) The value realized equals the average of the high and low per share sales price of our Common Stock on the business day immediately preceding the vesting date, multiplied by the number of shares vested. |

  127. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The Executive Deferred Compensation Plan provides that designated participants may elect to defer up to 40% of their annual base salary (including vacation pay, sick pay and holiday pay, overtime, shift differentials and commissions) and up to 92% of their annual incentive compensation under the CIP. Under the Executive Deferred Compensation Plan, the participants’ salary deferral is matched by the Company, 100% on the first $3,000 of base salary contributed and 50% on the next $3,000 of base salary contributed limited to a maximum annual matching contribution of $4,500. Effective January 1, 2013, each participant has a choice of deemed investments for their plan account. Each participant is deemed to be invested in these investment options for the purposes of determining the amount of earnings or losses to be credited to their account. Contributions made to the plan before January 1, 2013 earn simple annual interest at the prime rate in effect on January 1st of each year which is credited quarterly; however, those assets are not available for transfer into the new investment options. Each participant is fully vested in all amounts credited to their deferred compensation account. Payments under the Executive Deferred Compensation Plan are made in cash in a single lump sum payment or, if permitted by the Compensation Committee, in installments. A participant may elect to have his or her balance distributed to him or her on the date of such participant’s separation from service, death or total and permanent disability (each, a “Distribution Event”), the anniversary of a Distribution Event, or a date designated by the participant. The following table sets forth certain information about each Named Executive Officer’s participation in the Executive Deferred Compensation Plan in fiscal 2023:

  128. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (4) | | Harry A. Lawton III | $12,500 | $4,500 | $4,310 | $— | $37,274 | | Kurt D. Barton | $20,331 | $4,500 | $18,771 | $— | $119,404 | | Robert D. Mills | $35,200 | $4,500 | $25,081 | $(74,917) | $152,080 | | J. Seth Estep | $6,259 | $4,500 | $1,151 | $(10,126) | $11,893 | | John P. Ordus | $6,259 | $4,500 | $1,131 | $(10,163) | $11,873 |

  129. 2023 Non-Qualified Deferred Compensation

    | (1) The amounts reported in this column are included in the “2023 Summary Compensation Table” under the heading “Salary.” |

  130. 2023 Non-Qualified Deferred Compensation

    | (2) The amounts reported in this column are included in the “2023 Summary Compensation Table” under the heading “All Other Compensation.” |

  131. 2023 Non-Qualified Deferred Compensation

    | (3) The Company does not provide above-market or preferential earnings on Executive Deferred Compensation Plan contributions and, accordingly, these amounts were not reported in the “2023 Summary Compensation Table.” |

  132. 2023 Non-Qualified Deferred Compensation

    | (4) Of these balances, the following amounts were reported in Summary Compensation Tables in prior years’ proxy statements: Mr. Lawton – $33,289; Mr. Barton – $48,427; Mr. Mills – $70,363; Mr. Estep – $21,137; and Mr. Ordus – $26,737. |

  133. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  134. Termination and Other Payments Assuming December 30, 2023 Trigger Date

    | Executive Payments Upon Termination | Voluntary Termination | Retirement | Voluntary Termination for Good Reason or Involuntary Termination Without Cause (1) | Involuntary Termination With Cause | Change in Control | Death or Disability | | Harry A. Lawton III | | | | | | | | Base salary (2) | $— | $— | $2,500,000 | $— | $2,500,000 | $— | | Non-equity incentive | — | — | 4,650,000(3) | — | 5,625,000(4) | 1,535,547(5) | | Stock options, RSUs and PSUs (vesting accelerated) | — | — | 16,060,989(6) | — | 16,715,872(7) | 21,951,745(8) | | Health and welfare benefits (9) | — | — | 58,564 | — | 58,564 | — | | Life insurance benefits (10) | — | — | — | — | 4,636 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $23,269,553 | $— | $24,944,072 | $23,487,292 | | Kurt D. Barton | | | | | | | | Base salary (2) | $— | $— | $— | $— | $1,020,000 | $— | | Non-equity incentive | — | — | — | — | 1,275,000(4) | — | | Stock options, RSUs and PSUs (vesting accelerated) | — | — | — | — | 3,732,422(7) | 4,895,842(8) | | Health and welfare benefits (9) | — | — | — | — | 57,645 | — | | Life insurance benefits (10) | — | — | — | — | 4,636 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $6,129,703 | $4,895,842 | | Robert D. Mills | | | | | | | | Base salary (2) | $— | $— | $— | $— | $958,500 | — | | Non-equity incentive | — | — | — | — | 1,198,125(4) | — | | Stock options, RSUs and PSU (vesting accelerated) | — | — | — | — | 3,153,117(7) | 4,394,270(8) | | Health and welfare benefits (9) | — | — | — | — | 57,002 | — | | Life insurance benefits (10) | — | — | — | — | 4,636 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $5,411,380 | $4,394,270 |

  135. Termination and Other Payments Assuming December 30, 2023 Trigger Date

    | Executive Payments Upon Termination | Voluntary Termination | Retirement | Voluntary Termination for Good Reason or Involuntary Termination Without Cause (1) | Involuntary Termination With Cause | Change in Control | Death or Disability | | J. Seth Estep | | | | | | | | Base salary (2) | $— | $— | $— | $— | $942,000 | $— | | Non-equity incentive | — | — | — | — | 1,177,500(4) | — | | Stock options, RSUs and PSU (vesting accelerated) | — | — | — | — | 2,193,065(7) | 3,123,929(8) | | Health and welfare benefits (9) | — | — | — | — | 52,627 | — | | Life insurance benefits (10) | — | — | — | — | 4,636 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $4,409,828 | $3,123,929 | | John P. Ordus | | | | | | | | Base salary (2) | $— | $— | $— | $— | $942,000 | $— | | Non-equity incentive | — | — | — | — | 1,177,500(4) | — | | Stock options, RSUs and PSUs (vesting accelerated) | — | — | — | — | 2,193,065(7) | 3,123,929(8) | | Health and welfare benefits (9) | — | — | — | — | 56,456 | — | | Life insurance benefits (10) | — | — | — | — | 4,636 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $4,413,657 | $3,123,929 |

  136. Chief Executive Officer Compensation Pay Ratio

    Chief Executive Officer Compensation Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the median team member’s annual compensation to the annual compensation of our CEO (Mr. Lawton). The median team member was identified from all full-time, part-time, seasonal and temporary team members, excluding the CEO, who were employed by the Company as of the first payroll date in October (i.e., October 6, 2023), consistent with past practice. A total of 48,961 team members were employed on that date. Compensation was measured over the 12-month period beginning on January 1, 2023 and ending on December 30, 2023. The Company’s workforce is comprised of approximately 51% full-time and 49% part-time team members with the use of seasonal team members during the spring and fall selling seasons. In identifying the median employee, we annualized compensation for full-time and part-time permanent team members who were employed on October 6, 2023, but did not work for us the entire fiscal year. No full-time equivalent adjustments were made for part-time temporary or seasonal team members. To identify the team member paid at median annual total compensation out of all of our team members (other than our CEO) in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, we included total gross earnings and employer paid healthcare costs, which were calculated using internal payroll records. Compensation was measured over the 12-month period beginning on January 1, 2023 and ending on December 30, 2023. Mr. Lawton had fiscal 2023 annual total compensation of $11,374,666, as reflected in the 2023 Summary Compensation Table included in this Proxy Statement. The median team member’s annual total compensation for fiscal 2023 that would be reportable in the Summary Compensation Table was $22,152. As a result, the fiscal 2023 CEO pay ratio is 513:1.

  137. Pay Versus Performance

    Pay Versus Performance

  138. Pay Versus Performance

    | Fiscal Year (1) | | Summary Compensation Table Total for Sandfort ($) (2) | Compensation Actually Paid to Lawton ($) (3) | Compensation Actually Paid to Sandfort ($) (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income ($) | Earnings per Diluted Share($) (6) | | | Summary Compensation Table Total for Lawton ($) (2) | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) (5) | | | | 2023 | 11,374,666 | N/A | 10,502,509 | N/A | 2,201,273 | 1,993,237 | 248 | 162 | $1,107.2 million | $10.09 | | 2022 | 10,483,321 | N/A | 11,731,538 | N/A | 2,396,542 | 2,553,097 | 254 | 114 | $1,088.7 million | $9.71 | | 2021 | 11,117,251 | N/A | 40,228,142 | N/A | 2,801,775 | 8,459,346 | 253 | 173 | $997.1 million | $8.61 | | 2020 | 15,812,073 | 687,621 | 28,486,709 | 5,698,799 | 3,435,622 | 8,018,942 | 161 | 143 | $749.0 million | $6.38 |

  139. Pay Versus Performance

    | (1) The Principal Executive Officer (“PEO”) and other Named Executive Officers for the applicable years were as follows: |

  140. Pay Versus Performance

    | - | Fiscal 2023: Harry A. Lawton III served as the PEO for the entirety of fiscal 2023 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus. |

  141. Pay Versus Performance

    | - | Fiscal 2022: Harry A. Lawton III served as the PEO for the entirety of fiscal 2022 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus. |

  142. Pay Versus Performance

    | - | Fiscal 2021: Harry A. Lawton III served as the PEO for the entirety of fiscal 2021 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus. |

  143. Pay Versus Performance

    | - | Fiscal 2020: Harry A. Lawton III assumed the role of the PEO on January 13, 2020 and Gregory A. Sandfort served as PEO during fiscal 2020 up to January 12, 2020. The Company’s other Named Executive Officers for fiscal 2020 were: Kurt D. Barton, Benjamin F. Parrish, Jr., Robert D. Mills and Melissa D. Kersey. |

  144. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. Lawton and Sandfort and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other Named Executive Officers reported for the applicable year other than the PEO for such years. |

  145. Pay Versus Performance

    | (3) To calculate compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. Lawton and Sandfort and for the average of the other Named Executive Officers is set forth following the footnotes to this table. For purposes of valuing equity awards to calculate the CAP adjustments, equity awards were calculated based on their fair value as of the applicable date, calculated in accordance with the methodology used for financial reporting purposes. For awards subject to performance-based vesting conditions as of the end of the applicable fiscal year, the value is based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the applicable fiscal year, which is consistent the same methodology used to determine the grant date fair value of the awards. |

  146. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  147. Pay Versus Performance

    | (5) The TSR Peer Group consists of the S&P Retail Index, an independently prepared index that includes companies in the retail industry. |

  148. Pay Versus Performance

    | (6) As noted in the CD&A, for 2023, the Compensation and Human Capital Committee determined that earnings per diluted share continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a performance metric for the PSUs granted in fiscal 2023. |