Form 4: Ross Stores Director Stephen Milligan Receives Equity Grant Under Incentive Plan

Ross Stores, Inc. Director Stephen D. Milligan was granted 1,179 shares of common stock as part of the company's 2017 Equity Incentive Plan, aligning his interests with shareholders.

Summary

• Stephen D. Milligan, a Director at ROSS STORES, INC. (ROST), acquired 1,179 shares of common stock on May 21, 2025.
• The shares were granted at a price of $0, indicating they are likely part of an equity compensation plan.
• These shares were issued under the terms of the 2017 Equity Incentive Plan.
• The granted shares will vest in three equal tranches: 1/3 on May 27, 2026, 1/3 on May 27, 2027, and 1/3 on May 26, 2028.
• Following this transaction, Mr. Milligan beneficially owns a total of 21,992 shares of Ross Stores common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates a routine, expected equity grant to a director, which aligns management's interests with shareholders and is a standard part of compensation and retention strategies.

Positives

• The grant of equity to a director, Stephen D. Milligan, aligns his financial interests directly with those of the company's shareholders, encouraging long-term value creation.
• The issuance under the 2017 Equity Incentive Plan demonstrates the company's commitment to performance-based compensation and retention of key personnel.

Future Outlook

The future outlook for Stephen D. Milligan's equity holdings includes the vesting of 1,179 shares over the next three years, with tranches vesting on May 27, 2026, May 27, 2027, and May 26, 2028.

Industry Context

This transaction is a routine equity grant, common practice across industries, particularly in retail, to compensate and incentivize directors and executives. Such grants are a standard component of corporate governance and executive compensation packages designed to align leadership interests with long-term company performance.

Comparison to Industry Standards

• The use of an equity incentive plan (2017 Equity Incentive Plan) for director compensation is a standard practice widely adopted by publicly traded companies across various sectors, including retail, to foster long-term alignment between management and shareholder interests.
• The vesting schedule over multiple years (2026-2028) is typical for restricted stock unit grants, promoting retention and sustained performance, comparable to practices at peers like TJX Companies (TJX) or Burlington Stores (BURL).

Corporate Governance

Related Party Transactions

• The acquisition of 1,179 shares by Stephen D. Milligan, a Director of Ross Stores, Inc., is a related party transaction as it involves a transaction between the company and a member of its board of directors, executed under the company's 2017 Equity Incentive Plan.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholders, potentially leading to better long-term decision-making aimed at increasing shareholder value.
• Employees: While not directly impacting all employees, such compensation practices for leadership can set a precedent for performance-based incentives within the company.

Next Steps

• The granted shares will vest in three equal installments on May 27, 2026, May 27, 2027, and May 26, 2028.

Key Dates

Keywords

ROSS STORES, ROST, Stephen D. Milligan, Director, Equity Grant, Stock Compensation, Form 4, Insider Transaction, Equity Incentive Plan, Vesting Schedule