Tractor Supply (NASDAQ: TSCO) plans 2026 virtual meeting and Say-on-Pay vote
Rhea-AI Filing Summary
Tractor Supply Company is asking stockholders to vote at its 2026 virtual annual meeting on May 14, 2026. The agenda includes electing ten directors, ratifying Ernst & Young LLP as auditor for fiscal 2026, and a non-binding advisory vote on executive compensation.
The proxy highlights 2025 record sales of $15.5 billion and more than $1 billion in earnings for the fourth straight year, driven by new stores, omnichannel investments and its Life Out Here 2030 strategy. As of March 16, 2026, 526,006,314 common shares were outstanding and eligible to vote.
The Board emphasizes governance, with a majority-independent, diverse slate (50% female, 40% from underrepresented communities), director stock ownership guidelines and annual Board evaluations. Executive pay is described as heavily performance-based, with about 89% of the CEO’s 2025 target compensation variable.
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of the
2026 Annual Meeting and
2026 Proxy Statement
Thursday, May 14, 2026, at 8:00 a.m. CT
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5401 Virginia Way
Brentwood, Tennessee 37027
TractorSupply.com
Dear Fellow Stockholders:
On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2026 Annual Meeting (the “Annual Meeting”) of Stockholders of Tractor Supply Company (the “Company” or “Tractor Supply”).
In 2025, Tractor Supply delivered solid financial performance while navigating a dynamic operating environment. We continued to build on the strength of our Life Out Here strategy, investing in the capabilities that support our long-term growth. Over the past several years, we have meaningfully transformed Tractor Supply—strengthening our store base, expanding our supply chain, advancing digital and omnichannel capabilities and deepening customer engagement. This transformation reflects the dedication of our more than 52,000 Team Members who consistently bring our Mission and Values to life. As a result, we are operating from a structurally higher level of performance than any point in our history.
Even as the environment normalized following several years of exceptional growth, we remained focused on executing our strategic priorities and protecting the fundamentals of our business. Our needs-based, demand-driven model continues to demonstrate its resilience, supported by strong transaction trends, a loyal and growing Neighbor’s Club membership and consistent market share gains across our core categories.
As we enter the back half of the decade, Tractor Supply is well positioned to capitalize on the significant opportunity ahead. We operate in a large and attractive market, with a total addressable market that has expanded to approximately $225 billion as our capabilities and offerings continue to grow. Our existing initiatives have meaningful runway, and our Life Out Here 2030 strategy outlines a clear path to continued share gains and long-term value creation.
As a purpose-driven company, we remain committed to effective and transparent corporate governance. Our Board of Directors is highly engaged and works closely with management to oversee strategy, risk management and long-term value creation.
Accompanying this letter is the formal Notice of the Annual Meeting and proxy statement, which describe the specific business to be considered and voted upon at the Annual Meeting. There will be an opportunity for comments and questions from stockholders. Whether or not you plan to attend the virtual meeting, it is important that you be represented and that your shares are voted. After reviewing the proxy statement, I ask you to vote as described in the proxy statement as soon as possible.
On behalf of our Board of Directors and all Tractor Supply Team Members, thank you for your support and your continued confidence.
Sincerely,
Harry A. Lawton III
President, Chief Executive Officer and Director
March 26, 2026
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| NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS |
May 14, 2026
8:00 a.m. CT
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tractor Supply Company (the “Company”) will be held via live audio webcast at meetnow.global/M2USMND.
The purpose of the annual meeting is to consider and take action on the following:
| 1. | To elect the ten director nominees named in this proxy statement to serve a one-year term ending at the 2027 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026; |
| 3. | To approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company (Say on Pay); |
| 4. | To transact any other business as may be properly introduced. |
These matters are more fully described in the proxy statement accompanying this notice. Only stockholders listed on the Company’s records at the close of business on the record date, which is March 16, 2026, are entitled to vote on the matters presented at the Annual Meeting (or any adjournment or postponement thereof).
The Securities and Exchange Commission (“SEC”) rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our stockholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. This proxy statement and our fiscal 2025 Annual Report to Stockholders are available on our website at https://www.TractorSupply.com. Additionally, and in accordance with SEC rules, you may access our proxy materials at https://ir.tractorsupply.com.
As stockholders of the Company, your vote is important. Whether or not you plan to attend the Annual Meeting, which is being held in a virtual format via a live webcast at meetnow.global/M2USMND, it is important that you vote as soon as possible to ensure that your shares are represented.
By Order of the Board of Directors,
Tom Sabatino
Interim General Counsel and Corporate Secretary
Brentwood, Tennessee
March 26, 2026
YOUR VOTE IS IMPORTANT. PLEASE VOTE BY TOLL-FREE TELEPHONE CALL, VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND RETURNING A PROXY CARD.
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| Proxy Statement Summary | 1 | |||
| General Information About the Annual Meeting and Voting |
9 | |||
| Item 1 – Election of Directors |
13 | |||
| Compensation of Directors |
27 | |||
| Corporate Governance |
29 | |||
| Item 2 – Ratification of Reappointment of Independent Registered Public Accounting Firm |
39 | |||
| Report of the Audit Committee |
40 | |||
| Item 3 – Non-Binding, Advisory Vote on Approval of Executive Compensation |
42 | |||
| Executive Compensation |
43 | |||
| Compensation Discussion and Analysis |
44 | |||
| Compensation and Human Capital Committee Report |
71 | |||
| 2025 Summary Compensation Table |
72 | |||
| 2025 Grants of Plan-Based Awards |
74 | |||
| Outstanding Equity Awards at Fiscal 2025 Year-End |
75 | |||
| 2025 Option Exercises and Stock Vested |
77 | |||
| 2025 Non-Qualified Deferred Compensation |
78 | |||
| Potential Payments Upon Termination or Change in Control |
79 | |||
| Chief Executive Officer Compensation Pay Ratio |
84 | |||
| Pay Versus Performance |
85 | |||
| Policies and Practices Regarding Long-Term Incentive Awards |
89 | |||
| Related Party Transactions and Beneficial Ownership Information |
90 | |||
| Related Party Transactions |
90 | |||
| Security Ownership of Certain Beneficial Owners and Management |
91 | |||
| Stockholder Proposals and Nominations |
93 | |||
| Other Matters |
94 | |||
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Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement in connection with the 2026 Annual Meeting of Stockholders of Tractor Supply Company (the “Annual Meeting”). This summary does not contain all of the information you should consider, and you should read this entire proxy statement and our Annual Report on Form 10-K before voting. References to the “Company,” “Tractor Supply,” “we,” “our,” or “us” refer to Tractor Supply Company. We mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Annual Meeting on or about March 26, 2026. The Notice contains instructions on how to access the proxy materials on the Internet, how to vote online or by telephone and, if desired, how to receive a printed set of the proxy materials.
2026 Annual Meeting Details
| Date and Time: | Thursday, May 14, 2026 8:00 a.m., Central Time | |
| Location: | Virtually online, via a live webcast at meetnow.global/M2USMND | |
| Record Date: | March 16, 2026 | |
Voting Matters and Board Recommendations
The Board of Directors recommends that you vote as follows on each proposal:
| Proposals |
Recommendation |
Page | ||||
|
1: Elect Directors |
To elect the ten director nominees named in this proxy statement |
FOR each director nominee |
13 | |||
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2: Ratify Auditors
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026 |
FOR |
39 | |||
|
3: “Say on Pay” |
To approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company |
FOR |
42 |
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Business Highlights
Tractor Supply believes we can grow our business by being an integral part of our customers’ lives as the dependable supplier of “Out Here” lifestyle solutions, creating customer loyalty through personalized experiences, our Neighbor’s Club loyalty program, and providing convenience that our customers expect anytime, anywhere, and in any way they choose.
In 2025, we maintained our momentum across the business and delivered strong returns to our stockholders. We achieved record sales of $15.5 billion – marking more than 31 consecutive years of revenue growth – and generated over $1 billion in earnings for the fourth consecutive year. This success is fueled by our consistent focus on executing strategic initiatives such as our Fusion and Garden Center transformation, opening 99 new Tractor Supply stores, growing our Neighbor’s Club Loyalty program and investments in our OneTractor omnichannel capabilities. We continue to execute our Life Out Here 2030 Strategy, which continues the momentum of our current initiatives and includes new strategic priorities across Store Localization, Direct Sales, Pet and Animal Rx, Final Mile Delivery, Retail Media, and Exclusive Brands. These investments for long-term growth contribute to serving more of our total addressable market of $30 billion to $225 billion.
To foster continued success, we invested in our approximately 26,000 full-time and 26,000 part-time team members, across our Tractor Supply Company and Petsense by Tractor Supply brands, who fulfill our promise to be the most dependable supplier of Out Here Lifestyle solutions – earning recognition for the 6th year in a row as a Great Place to Work. Likewise, we gave back to the communities we call home – across our stores, distribution centers, and Store Support Center – donating more than $15 million to community organizations through direct and facilitated giving, product donations, and contributions through the Tractor Supply Foundation.
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In 2025, we strengthened our foundation with key investments for long-term growth. We look forward to continuing to provide our customers with the same legendary service and great products at everyday low prices they expect from Tractor Supply Company.
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Compensation
Our executive compensation program is designed to support our business strategy and attract, retain, and motivate the performance and continuity of the leadership team, with the ultimate goal of generating strong operating results and delivering solid, sustainable returns to our stockholders. The Compensation and Human Capital Committee seeks to foster these objectives through a compensation program that focuses heavily on variable, performance-based incentives designed to create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart, in 2025, approximately 89% of the annual target compensation of our Chief Executive Officer (excluding the value of the retention equity awards granted to him in November 2025, as described below) was variable and is realized only if the applicable financial performance goals are met and/or our stock price increases. As noted further below, in November 2025, the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, granted our Chief Executive Officer retention equity awards, with 60% of the grant value delivered in the form of performance share units (“PSUs”) and the remaining 40% of the grant value delivered in the form of restricted stock units (“RSUs”), with the PSUs vesting based on our relative total stockholder return (“TSR”) performance over a five-year performance period and the RSUs subject to a longer vesting schedule than the Company’s annual long-term incentives.
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Governance
| Our Corporate Governance Practices |
• We believe in Board refreshment |
• We believe in Board independence |
• We proactively engage with significant stockholders |
• We conduct oversight of stewardship and human capital matters |
• We value Board composition that includes a broad spectrum of experience, viewpoints, and skillsets |
• We conduct a robust annual performance review process for the Board and its committees, as well as individual directors |
• Our stockholders may call special meetings |
• Our stockholders have proxy access rights |
• We make comprehensive disclosures regarding our corporate governance and Board practices |
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Board Nominees
Our director nominees bring a mix of valuable skills and experience to our Board:
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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.”
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Annual Meeting of Stockholders
To be Held May 14, 2026
Our Board of Directors (the “Board of Directors” or “Board”) has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail on or about March 26, 2026. We are furnishing this proxy statement in connection with the solicitation by our Board of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), or at any adjournment or postponement thereof. The Annual Meeting will be conducted in a virtual format via a live webcast at meetnow.global/M2USMND, on Thursday, May 14, 2026, at 8:00 a.m., Central Time.
General Information About the Annual Meeting and Voting
Who may vote at the Annual Meeting?
The Board has set March 16, 2026 as the record date for the Annual Meeting. If you were the owner of the Company’s common stock, par value $0.008 per share (“Common Stock”), at the close of business on March 16, 2026, you may vote at the Annual Meeting. You are entitled to one vote for each share of Common Stock you held on the record date.
A list of stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholder for any purpose germane to the Annual Meeting during normal business hours for a period of ten days before the Annual Meeting at our Store Support Center located at 5401 Virginia Way, Brentwood, TN, 37027.
How many shares must be present to hold the Annual Meeting?
A majority of our shares of Common Stock issued and outstanding as of the record date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. On the record date, there were 526,006,314 shares of our Common Stock issued and outstanding. Your shares are counted as present at the Annual Meeting if you are virtually present and vote electronically at the Annual Meeting or properly submit your proxy prior to the Annual Meeting.
How can I attend the Annual Meeting?
The Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on March 16, 2026, or if you hold a valid proxy for the Annual Meeting. You will be able to attend the Annual Meeting online as well as vote and submit your questions during the Annual Meeting by visiting meetnow.global/M2USMND and entering the 15-digit control number included in the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. No physical meeting will be held.
The Annual Meeting will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Annual Meeting approximately 15 minutes prior to the start time to complete the check-in process and resolve any technical issues. Please follow the registration instructions as outlined in this proxy statement.
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare Trust Company, N.A. (“Computershare”)), you do not need to register in advance to attend the Annual Meeting virtually. If you hold your shares through an intermediary, such as a bank or broker (referred to generally in this proxy statement as a “broker”), you must register in advance. To register to attend the Annual Meeting online by webcast you must submit proof of your legal proxy reflecting your holdings of Company Common Stock along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Time, on May 11, 2026. You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to the following:
By email
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail
Computershare
Tractor Supply Company Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
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What if I have trouble accessing the virtual Meeting?
If you have difficulty accessing the Annual Meeting, or if any technical difficulties arise during the Annual Meeting, please call 1-888-724-2416 (toll-free) or 1-781-575-2748 (international) or the technical support number that will be posted on the log in page for our Annual Meeting. On May 14, 2026, there will be technicians available to assist you with any difficulties beginning at 7:30 a.m., Central Time.
The virtual meeting platform is fully supported across browsers (e.g., MS Edge, Firefox, Chrome and Safari) and devices (including computers, tablets and cellphones) running the most updated version of applicable software and plugins. Please note that Internet Explorer is not currently supported.
Why didn’t I receive paper copies of proxy materials?
In an effort to promote sustainability, we are furnishing proxy materials to our stockholders online rather than mailing printed copies of those materials to each stockholder, which is permitted by the rules of the Securities and Exchange Commission (“SEC”). If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials online. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice.
What am I voting on?
You will be voting on the following:
| • | The election of ten directors to serve a one-year term ending at the 2027 Annual Meeting of Stockholders; |
| • | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026; |
| • | The approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (“Say on Pay”); and |
| • | Any other matters properly introduced at the Annual Meeting. |
We are not currently aware of any other business to be acted upon at the Annual Meeting. If any other matters are properly submitted for consideration at the Annual Meeting, including any proposal to adjourn the Annual Meeting, the persons named as proxies will vote the shares represented thereby in their discretion. Adjournment of the Annual Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of Common Stock representing a majority of the shares present in attendance or by proxy at the Annual Meeting, whether or not a quorum exists, without further notice other than by an announcement made at the Annual Meeting.
How does the Board recommend that I vote?
The Board recommends that you vote:
| • | “FOR” the election of the ten director nominees named in this proxy statement; |
| • | “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026; and |
| • | “FOR” the approval of the compensation of the named executive officers of the Company. |
How do I vote before the Annual Meeting and what is the deadline for voting?
You may vote via the Internet or by phone until 8:00 a.m., Central Time, on May 14, 2026. Any proxy card submitted by mail must be received prior to May 14, 2026.
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If you hold your shares through the Company’s 401(k) Plan or Employee Stock Purchase Plan, you may vote via the Internet or by phone until 1:00 a.m., Central Time, on May 11, 2026. If you are submitting a proxy card by mail with regard to these shares, your proxy card must be received before May 11, 2026.
If you hold your shares in street name through a broker, rather than directly in your own name, please follow the voting instructions provided to you by such broker.
We encourage you to vote promptly. You may also vote electronically at the virtual Annual Meeting via the live webcast. If you attend the Annual Meeting and have voted previously, you do not need to vote again unless you would like to change your vote.
How do I vote at the Annual Meeting?
If you are a registered stockholder as of the record date, you may vote your shares at the virtual Annual Meeting using electronic voting options included as part of the live webcast. Registered stockholders may vote online during the Annual Meeting by visiting meetnow.global/M2USMND, entering the 15-digit control number found in your Notice and following the on-screen instructions. To vote virtually at the Annual Meeting, beneficial owners (holding their shares in street name) will need to contact the broker that holds their shares to obtain a “legal proxy” and register in advance to attend the meeting as described above under “How can I attend the Annual Meeting?”
What vote is required to pass an item of business?
The holders of the majority of the issued and outstanding shares of Common Stock must be present in attendance, virtually, at the Annual Meeting or represented by proxy for a quorum to be present at the Annual Meeting.
A nominee will be elected to the Board at the Annual Meeting (Proposal 1) if he or she receives the affirmative vote of a majority of the votes cast by the shares present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote. Pursuant to the Company’s Director Resignation Policy, each director nominee has submitted a conditional resignation to the Company which will be effective upon the director’s failure to receive the required majority vote at the Annual Meeting. The Board will then consider the resignation and make a decision whether to accept or reject such resignation within 60 days of its receipt. See additional information regarding this policy and related process as further described under the heading “Director Resignation Policy” within “Item 1-Election of Directors”.
Each of the proposals with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (Proposal 2), and the approval, on a non-binding advisory basis, of the executive compensation of our named executive officers (Proposal 3) will be approved if such proposal receives the affirmative vote of a majority of the shares present, either in attendance virtually or by proxy, at the Annual Meeting and entitled to vote.
How will my shares be voted?
Your shares will be voted in accordance with the selections submitted with your proxy. If you submit a valid proxy but do not indicate voting selections, the persons named as your proxies will vote your shares (i) FOR all nominees for director, (ii) FOR the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, and (iii) FOR the approval, on a non-binding advisory basis, of the executive compensation of our named executive officers. If any other matters are properly submitted for consideration at the Annual Meeting, the persons named as proxies will vote the shares represented thereby in their discretion.
How are abstentions and broker non-votes treated?
If you submit your proxy or attend the Annual Meeting virtually, but choose to abstain from voting on any proposal, you will be considered present at the Annual Meeting and not voting in favor of any proposal. The proposal to be voted on with respect to the election of directors (Proposal 1) requires the favorable vote from a majority of the votes cast by the shares present and entitled to vote at the Annual Meeting; accordingly, abstentions will have no impact on the outcome of the election of directors because they are not considered votes cast. Proposals 2 and 3 will pass only if it receives a favorable vote from a majority of shares present and entitled to vote at the Annual Meeting; accordingly, abstaining on these proposals will have the same effect as if you had voted against the proposals.
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Brokers may exercise their voting discretion without receiving instructions from the beneficial owner of shares on proposals that are deemed to be “routine” matters. The only routine matter to be presented at the Annual Meeting is Proposal 2, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. If a proposal is not a routine matter, the broker may not vote the shares with respect to the proposal without receiving instructions from the beneficial owner of the shares. If a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.” Broker non-votes will not impact the voting outcome of Proposals 1 or 3.
Who counts the votes?
The Company has asked Computershare to serve as the inspector of elections. Computershare will be responsible for determining whether or not a quorum is present and tabulating votes cast by proxy or present virtually at the Annual Meeting.
Can I revoke my proxy?
Yes. You can revoke your proxy by:
| • | Submitting written notice of revocation to our Corporate Secretary which is received prior to the Annual Meeting; |
| • | Submitting a proxy (by phone, Internet or mail) bearing a later date; or |
| • | Voting at the Annual Meeting using the electronic voting options during the live webcast. |
Where can I find voting results of the Annual Meeting?
We will publish final detailed voting results in a Form 8-K filed with the SEC at www.sec.gov within four business days following the Annual Meeting.
Who will bear the cost for soliciting votes at the Annual Meeting?
We will bear all expenses in conjunction with the Company’s solicitation of proxies, including the charges of brokerage houses, and other custodians, nominees or fiduciaries for forwarding documents to security owners.
The Company has retained Innisfree M&A, Inc. (“Innisfree”) to assist in the solicitation of proxies from brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to pay Innisfree a fee of approximately $30,000 plus out-of-pocket expenses. In addition to solicitations by mail, the proxy solicitor and the Company’s directors, officers, and team members, without additional compensation, may solicit proxies on the Company’s behalf in person, by phone, or by electronic communication.
Whom should I call with other questions?
If you have additional questions about this proxy statement or the Annual Meeting, please contact: Tractor Supply Company, 5401 Virginia Way, Brentwood, Tennessee 37027, Attention: Investor Relations Dept., Telephone: (615) 440-4000.
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| Item 1 – Election of Directors |
Our directors are elected at each annual meeting for a term to hold office until the next annual meeting. Our Board currently includes ten directors.
Our Board nominees bring a variety of unique skills, qualifications, backgrounds, and experiences that contribute to a well-balanced Board that we believe is uniquely positioned to effectively guide our strategy and oversee our operations in the rapidly changing retail industry.
At Tractor Supply, we believe that an effective Board should be made up of individuals who collectively provide an appropriate balance of leadership and strategic skills, diverse perspectives, and professional experiences that are relevant to our business and strategic goals. In addition to the array of skills and qualifications discussed in more detail below, the Board currently includes 50% female directors and 40% directors from underrepresented communities. The Board, upon recommendation of its Corporate Governance and Nominating Committee (“Corporate Governance Committee”), selects potential candidates on the basis of their broad experience, outstanding achievement in their professional careers, wisdom, integrity, alignment with our values, understanding of the business environment, and thorough appreciation for strong ethics and appropriate corporate governance. In addition, the Board takes into account their willingness to devote adequate time to Board duties and such other experience, attributes, and skills that the Board deems essential for directors. From time to time, the Corporate Governance Committee engages executive search firms to assist in identifying individuals qualified to be Board members.
The Board believes that it is important that directors represent diverse viewpoints and individual perspectives. In considering candidates, the Board considers the entirety of each candidate’s credentials in the context of these standards.
The Board also considers whether a potential candidate satisfies the independence and other requirements for service on the Board and its committees, as required by the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and the SEC.
Stockholders may submit director candidates for consideration by writing to the Corporate Secretary of the Company. The Corporate Governance Committee will consider director candidates recommended by stockholders pursuant to the same process it applies to candidates recommended from other sources. Stockholders must provide the recommended candidate’s name, biographical data, qualifications, and other information required by our Amended and Restated Bylaws (the “Bylaws”) with respect to director nominations by stockholders. In addition to recommending director candidates, stockholders may also, pursuant to procedures established in the Bylaws, directly nominate one or more director candidates to stand for election at an annual or special meeting of stockholders. For more information, please refer to the section entitled “Stockholder Proposals and Nominations.”
Director Experience, Skills and Background
In selecting nominees for our Board, the Corporate Governance Committee evaluates the current composition of the Board and its committees and determines the most relevant skills and experience to provide effective oversight, support the needs of our business, and implement our strategy.
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We generally seek director candidates with experience, skills, or background in one or more of the following areas:
| LEADERSHIP
| ||
|
CEO/Division President Experience and Other C-Level Leadership Experience | |
| We strive to maintain a Board with a wide range of leadership experience including service as a current or former CEO, division president, or other C-level leadership experience. | ||
|
Current Outside Public Company Directorship and Prior Public Company Directorship | |
| We seek directors who hold either current or previous directorship positions with public companies. | ||
|
STRATEGY
| ||
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Retail Experience, Strategic Planning / Strategy, Business Development/ Mergers and Acquisitions, Manufacturing and Operations, and Supply Chain | |
| We seek directors who possess an understanding of a wide spectrum of operational and strategic issues facing large retail companies, including changing consumer behaviors, strategic planning/strategy, business development, mergers and acquisitions, manufacturing and operations, and supply chain issues. | ||
|
Technology / E-Commerce and Cybersecurity | |
| We seek directors who can provide guidance based on their experiences with cybersecurity, e-commerce, and digital technologies to integrate the customer experience in-store and online. | ||
|
Marketing / Brand Management | |
| We seek directors with relevant experience in consumer marketing or brand management, and an understanding of shifting customer dynamics and consumer preferences. | ||
|
Human Capital and Executive Compensation | |
| We seek directors with relevant experience in human capital resources or executive compensation who can provide guidance and oversight of our compensation and human capital programs. | ||
|
GOVERNANCE
| ||
|
Accounting / Finance | |
| We seek directors who have experience with finance and financial reporting processes due to the importance our company places on accurate financial reporting, controls, and compliance. | ||
|
Regulatory / Legal | |
| Our business requires compliance with a variety of regulatory requirements across a number of jurisdictions. We seek directors who have legal and regulatory experience. | ||
|
Corporate Governance, Risk Management and Public Policy / Government Relations | |
| We seek directors who have experience with risk management; corporate governance and managing board strategies and practices that align with best practices and our strategic values; and public policy / government relations. | ||
|
STEWARDSHIP
| ||
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Corporate Responsibility, Stewardship, and Sustainability | |
| Respect is ingrained in our culture and essential to our business. We believe that a Board comprised of directors with diverse backgrounds, unique skill sets and experiences, and individual perspectives improves the discussions and decision-making process, which contributes to overall Board effectiveness. We also seek directors with experience in corporate responsibility, stewardship, and sustainability to assist us in navigating these rapidly evolving areas. | ||
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The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well-positioned to provide effective oversight and strategic advice to our management.
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| Knowledge, Skills and Experience | ||||||||||||||||||||
| CEO/Division President Experience |
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⚫ | ⚫ | ⚫ |
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| Other C-Level Leadership Experience |
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5 | 7 | 2 | 3 | 8 | 10 | 22 | 0 | 12 | 6 | ||||||||||
| Age |
47 | 58 | 59 | 65 | 61 | 55 | 74 | 56 | 70 | 51 | ||||||||||
15
Table of Contents
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 ten positions on our Board. Each of the nominees, with the exception of Sonia Syngal, were elected at the 2025 Annual Meeting of Stockholders.
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:
|
Joy Brown
Independent Director |
Joined the Board: 2021
Age: 47 |
Biography
Ms. Brown is the Senior Vice President and Chief Digital Information Officer for Boston Medical Center Health System and previously served as Chief Data Officer for Verizon Media Group from 2020 to 2022. Prior to this role, Ms. Brown served as the Vice President of Card Technology for Capital One from 2019 until 2020. She also served as Vice President of Analytic Technology for UnitedHealth Group’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.
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. 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.
| 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) |
16
Table of Contents
|
Ricardo (“Rick”) Cardenas
Independent Director |
Joined the Board: 2019
Age: 58 |
Biography
Mr. Cardenas serves as President and Chief Executive Officer for Darden Restaurants (“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.
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.
| Skills:
• CEO/Division 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 • Corporate Responsibility and Sustainability • Accounting/Finance • Corporate Governance |
Board Committees
• Audit (Chair) • Compensation and Human Capital |
Other Current Public Company Directorships
• Darden Restaurants, Inc., May 2022 |
17
Table of Contents
|
Meg Ham
Independent Director |
Joined the Board: 2023
Age: 59 |
Biography
Meg Ham is the former president of Food Lion, having served the company for over 35 years. Under her leadership, the company’s 82,000 associates served nearly 10 million customers each week across its 10-state operating footprint or more than 1,100 grocery stores. During her tenure at Food Lion parent company Ahold Delhaize USA, 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. From 2023 to 2024, she was appointed and served as a member of the President’s Council on Sports, Fitness, and Nutrition, a federal advisory committee that aims to promote health, accessible eating, and physical activity for all Americans, regardless of background or ability.
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.
| Skills: • CEO/Division 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 • Corporate Governance and Nominating |
Other Current Public Company Directorships • None |
18
Table of Contents
|
André Hawaux
Independent Director |
Joined the Board: 2022
Age: 65 |
Biography
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 omnichannel sporting goods retailer, in 2013 as Executive Vice President, Finance Administration and Chief Financial Officer, and also served as its Executive Vice President, Chief Operating Officer through 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods (now ConAgra Brands, Inc.) from 2009 until 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.
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, 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.
| Skills:
• CEO/Division 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 • Lamb Weston Holdings; July 2017 (Audit & Finance Committee) |
19
Table of Contents
|
Denise L. Jackson
Independent Director |
Joined the Board: 2018
Age: 61 |
Biography
Ms. Jackson brings over 25 years of legal and executive experience for publicly-traded organizations. Ms. Jackson’s considerable governance and risk management experience, along with her composure and leadership in times of growth, transition, and crisis, bring crucial skills and perspective to the boardroom. Her broad, multi-functional expertise across enterprises, industries, and market transitions makes her a versatile and impactful board member.
For over 20 years, Ms. Jackson was an integral member of the AMN Healthcare Executive Management team, helping transform the organization from a privately-held staffing company into the nation’s largest publicly-traded healthcare workforce management and technology organization. As Chief Legal Officer and Secretary, Ms. Jackson served as a trusted advisor to AMN Healthcare’s Board of Directors through CEO and director transitions, shareholder engagements, and M&A. Ms. Jackson built, scaled, and oversaw operational functions, including Human Resources, Real Estate and Internal Audit, and led cross-functional teams focused on M&A and organic strategic growth and innovation initiatives.
Ms. Jackson also spent five years with the Mills Corporation, a NYSE-traded REIT (acquired by Simon Property Group), serving as Vice President and Senior Counsel, after several years in private practice with a well-recognized law firm focusing on real estate, litigation, and corporate reorganizations.
Prior to her election to the Tractor Supply Board, Ms. Jackson served as a director of PipelineRx, an early stage telepharmacy technology and services company, where she was Chairperson of its Compensation Committee. Ms. Jackson serves in leadership positions with the Women Corporate Directors Foundation, a global non-profit organization. Currently, Ms. Jackson serves on the Corporate Governance Steering Committee, and previously, she was the Co-Chairperson of Women Corporate Directors – San Diego Chapter.
Skills & Expertise
Ms. Jackson brings over 25 years of legal and executive experience for publicly-traded organizations. At AMN Healthcare, Ms. Jackson was responsible for governance, compliance, risk management, government affairs, and corporate social responsibility. Throughout her career, Ms. Jackson built, scaled, and oversaw operational functions, including Human Resources, Real Estate, and Internal Audit. She also led cross-functional teams focused on M&A and organic strategic growth and innovation initiatives. Ms. Jackson’s broad, multi-functional expertise across enterprises, industries, and market transitions makes her a versatile and valuable board member.
| Skills:
• C-Level Leadership Experience • Risk Management • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Human Capital and Executive Compensation • Corporate Responsibility 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 |
20
Table of Contents
|
Ramkumar Krishnan
Independent Director |
Joined the Board: 2016
Age: 55 |
Biography
Mr. Krishnan serves as Chief Executive Officer of PepsiCo North America since December 2025. He previously served as Chief Executive Officer of PepsiCo Beverages North America from February 2024 to December 2025. Prior to that, he was Chief Executive Officer, International Beverages and Chief Commercial Officer for PepsiCo from January 2022 to February 2024; PepsiCo’s Executive Vice President and Global Chief Commercial Officer, and Chief Executive Officer, Asia Pacific, Australia/New Zealand and China (APAC) Region from 2019 to 2021. Previously, Mr. Krishnan 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 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 Cadillac Division from 2000 to 2006.
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.
| 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 |
21
Table of Contents
|
Edna K. Morris
Independent Director, Chairman |
Joined the Board: 2004
Age: 74 |
Biography
Ms. Morris has served as Chief Executive Officer and Partner of Range Restaurant Group since 2008. Ms. Morris is an advisor to early-stage companies, Byte Kitchen, Luther Dryers Lemonade, and Topsail Steamers, and she currently serves on the Board of privately-held Full Course. Previously, Ms. Morris served as Senior Advisor to the Grocery, Pharmacy & Restaurants Group of Solomon Partners from 2018 to 2024. Prior to that role, from 2009 to 2019, Ms. Morris served as Managing Director of Axum Capital Partners, a private equity firm, leading the restaurant practice. Ms. Morris served as President of various organizations, including Red Lobster, the James Beard Foundation, and Quincy’s Family Steakhouse. She previously served on the Board of Einstein Noah Restaurant Group, including as a member of the Compensation Committee and as Chair of the Nominating and Governance Committee, and also served as Chair of the Compensation Committee for Cosi. Prior to these roles, Ms. Morris devoted the first 15 years of her career to Human Resources and Corporate Communications. Ms. Morris serves as Chair of the Human Capital and Compensation Steering Committee of Women’s Corporate Directors and as Chair of the Human Capital Committee Peer Exchange for the National Association of Corporate Directors.
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 is experienced in facilitating groups to achieve outcomes, including leading 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.
| Skills:
• CEO/Division President Experience • Other C-Level Leadership Experience • Prior Public Company Directorship • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Marketing/Brand Management • Human Capital and Executive Compensation • Corporate Governance |
Board Committees
• None |
Other Current Public Company Directorships
• None |
22
Table of Contents
|
Sonia Syngal
Independent Director |
Joined the Board: 2026
Age: 56 |
Biography
Ms. Syngal has more than 30 years of industry experience and leadership, with a proven track record in global supply chain operations, brand management and product-to-market innovation across the retail, technology and automotive sectors. Most recently, Ms. Syngal served as CEO of Gap Inc. (NYSE: GAP) from 2020 to 2022 where she led the U.S. apparel company through a period of unprecedented challenges. During her tenure, she financially stabilized the company and doubled e-commerce revenue across its portfolio of billion-dollar lifestyle brands, including Gap, Banana Republic, Old Navy and Athleta. Previously, as the CEO of Old Navy, Ms. Syngal led the brand’s strategic turnaround, expanding its market presence and e-commerce capabilities. Prior to Old Navy, she spent more than a decade in leadership and operational roles with Gap that contributed to its growth and supply chain evolution and helped expand its European outlet business. Earlier in her career, Ms. Syngal held roles of increasing responsibility with Sun Microsystems for 10 years and Ford Motor Company for six years.
Ms. Syngal has served on the board of directors of Tanger Inc. (NYSE: SKT) since September 2024 and serves on the Board of Governors of Boys & Girls Clubs of America, as a senior advisor to Accenture and as a champion for Journey to Lead, a non-profit network designed to advance visionary women leaders. She has previously served on the board of directors of Foot Locker, Inc. and Gap Inc., on the board of trustees of The Gap Foundation, as a member of the California Governor’s Task Force on Business and Jobs Recovery and on the steering committee of The Fashion Pact, a non-profit organization focused on a nature positive and net-zero future for fashion. Ms. Syngal earned a Bachelor of Science in Mechanical Engineering from Kettering University and a Master of Science in manufacturing systems engineering from Stanford University.
Skills & Expertise
Ms. Syngal brings over 30 years of executive leadership in the global retail industry, with deep expertise in global supply chain operations, brand management, product innovation, talent development, and global operations. She has led large, multi-brand, consumer-facing public companies through strategic transformations and expansion of their e-commerce platforms. Our Board benefits from Ms. Syngal’s extensive operational and brand leadership experience.
| Skills:
• CEO/Division 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 • Manufacturing and Operations • Supply Chain • Marketing/Brand Management • Human Capital and Executive Compensation • Corporate Responsibility and Sustainability • Public Policy/Government Relations • Corporate Governance |
Board Committees
• None |
Other Current Public Company Directorships
• Tanger Inc.; 2024 (Compensation Committee) |
23
Table of Contents
|
Mark J. Weikel
Independent Director |
Joined the Board: 2014
Age: 70 |
Biography
Mr. Weikel served as President and Chief Executive Officer of Retail Optical North America at Luxottica Group S.p.A. (“Luxottica Group”) from 2013 to 2014 and Senior Business Advisor from March 2014 to December 2014. Mr. Weikel was President and General Manager for LensCrafters at Luxottica Group from 2011 to 2013. Mr. Weikel joined Luxottica in 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.
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.
| Skills:
• CEO/Division 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 |
24
Table of Contents
|
Harry A. Lawton III
President, Chief Executive Officer and Director |
Joined the Board: 2020
Age: 51 |
Biography
Mr. Lawton serves as President and Chief Executive Officer of the Company since January 2020. Previously, Mr. Lawton served as President of Macy’s Inc. from 2017 to 2019. From 2015 to September 2017, Mr. Lawton served as Senior Vice President, North America at eBay, Inc.. Mr. Lawton previously held a number of leadership positions at Home Depot, Inc. from 2005 to 2015, including Senior Vice President of Merchandising and head of Home Depot’s online business. Mr. Lawton was appointed as a director of Wayfair Inc. in November of 2025. Mr. Lawton also previously served as a director of Sealed Air Corporation from 2019 to February 2026 and a director of Buffalo Wild Wings, Inc. from 2016 to 2018.
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 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, Inc. where he was responsible for all aspects of the Macy’s brand, Senior Vice President, North America at eBay, Inc. where his responsibilities included merchandising, marketing, and operations, and a number of leadership positions at Home Depot, Inc., 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.
| Skills:
• CEO/Division President Experience • Current Outside Public Company Directorship • Prior Public Company Directorship • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Human Capital and Executive Compensation • Corporate Governance |
Board Committees
• None |
Other Current Public Company Directorships
• Wayfair Inc.; November 2025 |
25
Table of Contents
Board Recommendation
| FOR |
The Board unanimously recommends that the stockholders of the Company vote | |
26
Table of Contents
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 2025-2026 term, the Board approved the following retainer fees for non-employee directors, which were unchanged from the retainers paid for the 2024-2025 term.
| Independent Chair (1) |
$ | 195,000 | ||
| Board Retainer |
95,000 | |||
| 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 | |||
| (1) | The Independent Chair is entitled to a flat retainer and does not receive additional Board or Committee Member retainer fees. |
| (2) | Committee Chair positions are entitled to both the Committee Chair retainer fee and the Committee Member retainer fee. |
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 Board; or (ii) a date specified by the non-employee director.
Each of the non-employee directors also receives a grant of 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 2025, grants of RSUs valued on the date of grant at approximately $165,000 were made to non-employee directors other than the independent chair, and the independent chair was granted RSUs valued on the grant date at approximately $265,000. 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.
27
Table of Contents
The following table provides compensation information for the fiscal year ended December 27, 2025, for each individual who served as a member of our Board during such period, other than Mr. Lawton, whose compensation is reflected in the “2025 Summary Compensation Table.”
| Name |
Fees Earned or Paid in Cash |
Stock Awards (1) (2) | All Other Compensation | Total | ||||
| Joy Brown |
$122,000 | $164,975 | $ — | $286,975 | ||||
| Rick Cardenas |
$142,000 | $164,975 | $ — | $306,975 | ||||
| Meg Ham (3) |
$105,000 | $164,975 | $ — | $269,975 | ||||
| André Hawaux |
$122,000 | $164,975 | $ — | $286,975 | ||||
| Denise L. Jackson |
$125,000 | $164,975 | $ — | $289,975 | ||||
| Ramkumar Krishnan (3) |
$105,000 | $164,975 | $ – | $269,975 | ||||
| Edna K. Morris |
$195,000 | $264,997 | $ — | $459,997 | ||||
| Mark J. Weikel |
$137,000 | $164,975 | $ — | $301,975 | ||||
| (1) | Each of our non-employee directors 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 $52.31, the closing price of the Company’s Common Stock on May 13, 2025, 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 over the vesting period. |
| (2) | The aggregate number of shares underlying stock awards outstanding at fiscal year-end for each non-employee 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. |
| Name |
Number of Vested Deferred RSU Awards | Number of Unvested RSU Awards | ||||||||
| Joy Brown |
7,245 | 3,213 | ||||||||
| Rick Cardenas |
11,507 | 3,213 | ||||||||
| Meg Ham |
3,767 | 3,213 | ||||||||
| André Hawaux |
— | 3,213 | ||||||||
| Denise L. Jackson |
27,410 | 3,213 | ||||||||
| Ramkumar Krishnan |
36,736 | 3,213 | ||||||||
| Edna K. Morris |
24,980 | 5,161 | ||||||||
| Mark J. Weikel |
— | 3,213 | ||||||||
| (3) | Ms. Ham and Mr. Krishnan elected to receive shares of the Company’s Common Stock with a value of $105,000 each, in lieu of an equivalent amount of their annual cash retainers. |
28
Table of Contents
Corporate Governance
General
We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of its stockholders. During the past year, we have continued to review our corporate governance policies and practices and compared them to those suggested by various authorities in corporate governance and the practices of other public companies. We also consider the rules of the SEC, the listing standards of Nasdaq and the views of our stockholders.
Our Board has adopted Corporate Governance Guidelines, which outline the composition, operations, and responsibilities of the Board. Our Board also conducts an annual review of its charters for the Company’s Audit Committee, Compensation and Human Capital Committee, and Corporate Governance Committee. You may access our Corporate Governance Guidelines and current committee charters under the “Governance” tab of the Investor Relations section of our website at https://www.TractorSupply.com.
Corporate Governance Practices
Our corporate governance practices are highlighted below.
| • | We believe in Board refreshment: |
| – | Annual election of directors |
| – | Majority voting standard for uncontested director elections with resignation policy. |
| – | Mandatory retirement of directors at age 75. |
| • | We believe in Board independence: |
| – | The Board has an Independent Chair. |
| – | 9 of 10 director nominees are independent. |
| • | We proactively engage with significant stockholders. |
| • | We conduct oversight of stewardship and human capital activities: |
| – | Robust Board oversight of risk and strategy, including risks related to corporate social responsibility. |
| • | We value Board composition that includes a broad spectrum of experience, viewpoints, and skillsets. |
| – | Broad skills and experience |
| – | Direct industry experience and skills relevant to the Company’s strategy |
| • | We conduct a robust annual performance review process for the Board and its committees, as well as individual directors. |
| • | Our stockholders may call special meetings. |
| • | Our stockholders have proxy access rights. |
| • | We make comprehensive disclosures regarding our corporate governance and Board practices. |
Director Independence and Board Operations
Our Corporate Governance Guidelines require that a majority of our Board consists of independent directors within the meaning of the listing standards of Nasdaq. The Board has determined that each of the following directors (each of our directors other than our CEO) is an “independent director” within the meaning of the listing standards of Nasdaq:
| Joy Brown | André Hawaux | Edna K. Morris | ||
| Rick Cardenas | Denise L. Jackson | Sonia Syngal | ||
| Meg Ham | Ramkumar Krishnan | Mark J. Weikel |
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Board Leadership
Edna K. Morris has served as the Chair of the Board since 2023. The Board determined it was in the best interest of the Company to appoint Ms. Morris, an independent director, as Chair due to her C-suite leadership experience, governance experience, expertise in human capital and executive compensation, as well as her deep commitment to the values and mission of the Company.
The Board continues the Company’s practice of separating the CEO and Chair roles and believes that this structure serves the Company well by allowing the CEO to focus more intensely on the operations and strategy of the Company with increased independent oversight from the Board.
Our Chair, in consultation with the Chief Executive Officer and each of the committee chairs, proposes the agenda for the Board meetings. Directors receive the agenda and supporting information in advance of the meetings. Directors may raise other matters to be included in the agenda or at the meetings. Our Chief Executive Officer and other members of executive management make presentations on a variety of operational and strategic topics to the Board at the meetings, and a substantial portion of the meeting time is devoted to the Board’s discussion of these presentations. Executive sessions for independent directors are scheduled at each regularly scheduled Board meeting.
Directors have regular access to executive management. They may also seek independent, outside advice and shall have authority to appropriate funds to retain such advisors as the Board and any of its committees may deem appropriate. The Board also provides an orientation program for new directors and education opportunities for continuing directors.
Board Meetings and Committees
The Board held four regular quarterly meetings and two additional meetings during 2025. A majority of the total number of directors constitutes a quorum for the transaction of business at a meeting. During fiscal 2025, each incumbent director attended at least 75% of the aggregate of (i) the total number of Board meetings (held during the period for which he or she has been a director) and (ii) the total number of meetings held by all Board committees on which he or she served (during the period that he or she served).
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Standing Committees of the Board
|
Committee
|
Members
|
Functions and Additional Information
|
Number of Meetings During Fiscal 2025
|
|||||
| Audit | Rick Cardenas (C)
Joy Brown
André Hawaux
Mark J. Weikel |
• Oversees financial reporting, policies, procedures, and internal controls of the Company • Appoints the independent registered public accounting firm • Evaluates the general scope of the annual audit and approves all fees paid to the independent registered public accounting firm • Oversees and directs the scope of internal audit activities • Reviews the annual operating plan, capital budget, and the multi-year strategic plan • Reviews capital structure and strategies and credit facilities • Oversees the Company’s cybersecurity and disaster recovery programs • Recommends to the Board changes in the Company’s Code of Ethics for senior financial officers
|
11 | |||||
| Compensation and Human Capital | Mark J. Weikel (C)
Rick Cardenas
Denise L. Jackson
Ramkumar Krishnan |
• Reviews and approves compensation of directors and executive officers • Reviews and approves grants of equity-based awards to officers pursuant to stock incentive plans • Reviews compensation and benefit plan changes • Reviews the Compensation Discussion and Analysis and compensation-related disclosures • Oversees and approves the succession planning process for executives • Oversees initiatives related to promoting a safe, dynamic, and productive work environment free of discrimination, harassment and retaliation, supported by our Mission and Values, where everyone is treated with respect and which fosters different perspectives, ideas, and innovative thinking (our “Respectful Workplace Initiatives”)
|
7 | |||||
| Corporate Governance and Nominating |
Denise L. Jackson (C)
Joy Brown
André Hawaux
Meg Ham |
• Develops, sets, and maintains corporate governance standards • Reviews and recommends committee chairs and members • Evaluates the effectiveness of the Board process and committee activities • Makes recommendations for nominees for director • Evaluates qualifications and recommends to the Board new candidates for director positions • Oversees the stakeholder engagement program relating to corporate social responsibility, including governance, sustainability, stewardship, and social issues • Appoints, oversees, and directs independent firms engaged for the purpose of conducting audits of corporate social responsibility programs, including as to material sustainability, stewardship and social issues • Reviews the Company’s Code of Ethics and programs established by management to monitor compliance with such Code • Reviews and approves any change in or waiver to the Company’s Code of Ethics for senior officers (except for senior financial officers, which is reviewed by the Audit Committee) • Reviews the Company’s compliance and ethics programs, including consideration of legal and regulatory requirements, and management’s periodic evaluation of the effectiveness of such programs |
5 | |||||
| (C) | Committee chair. |
The Board has determined that each member of the Company’s Audit Committee, Compensation and Human Capital Committee and Corporate Governance Committee is an independent director within the meaning of the listing standards of Nasdaq. In addition, the Board has determined that Mr. Cardenas, the Chair of the Audit Committee, Mr. Hawaux, and Mr. Weikel are qualified as audit committee financial experts within the meaning of SEC regulations and the listing standards of Nasdaq.
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Board, Committee and Individual Director Assessment Process
The Corporate Governance Committee has the responsibility for administering an annual performance review process for the Board. The Corporate Governance Committee has established a rigorous and thorough annual assessment process that includes the completion of written assessments and one-on-one interviews of all directors by the Chair of the Board. In addition, each committee conducts a self-assessment on an annual basis by having committee members complete a written assessment of the committee’s performance.
Director Candidates
The Corporate Governance Committee, which is comprised solely of independent directors, considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. The Corporate Governance Committee may also utilize director search firms to identify potential director candidates. In 2025, a third-party search firm recommended Ms. Syngal to the Corporate Governance Committee, which considered Ms. Syngal and recommended to the Board that she be nominated as a director. A stockholder who wishes to recommend a prospective nominee for the Board should notify our Corporate Secretary in writing with the supporting materials required pursuant to the provisions of our Bylaws relating to stockholder proposals as described in “Stockholder Proposals and Nominations,” below.
Once the Corporate Governance Committee has identified a prospective nominee, an initial determination is made as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Corporate Governance Committee with the recommendation of the prospective candidate, as well as the Corporate Governance Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. The Corporate Governance Committee then evaluates the prospective nominee against the standards and qualifications set out in our Corporate Governance Guidelines, including:
| • | Personal characteristics: |
| – | highest personal and professional ethics, integrity, and values that align with our company; |
| – | an inquiring and independent mind; and |
| – | practical wisdom and mature judgment. |
| • | Expertise that is useful to the Company and complementary to the background and experience of other Board members, so that an optimum balance of members on the Board can be achieved and maintained. |
| • | Broad training and experience at the policy-making level in business, government, education, or technology. |
| • | Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership. |
| • | Commitment to serve on the Board over a period of several years to develop knowledge about our principal operations. |
| • | Willingness to represent the best interests of all stockholders and objectively appraise management performance. |
| • | Involvement only in activities or interests that do not create a conflict with the director’s responsibilities to the Company and its stockholders. |
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The Board and the Corporate Governance Committee believe that it is important that the Board members represent diverse viewpoints, perspectives, and skill sets. In considering candidates for the Board, the Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. The Corporate Governance Committee implements these criteria by considering the information about the nominee provided by the proponent, the nominee, third parties, and other sources. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered. In addition, as part of an annual performance evaluation of its members and nominees, the Board considers the current composition of the Board, the balance of management and independent directors, the need for specialized expertise, board leadership experience, and the evaluations of other prospective nominees. In connection with this evaluation, the Corporate Governance Committee determines whether to interview the prospective nominee, and if warranted, prospective nominees are interviewed by members of the Corporate Governance Committee and other members of the Board. All members of the Board are given the opportunity to interview prospective nominees. After completing this evaluation and interview, the Corporate Governance Committee makes a recommendation to the full Board regarding the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Corporate Governance Committee.
Director Resignation Policy
The Company has adopted a director resignation policy which provides that each director shall submit a conditional offer of resignation effective if, in an uncontested election, a director fails to receive a majority of shares voting in the election of directors. Should that occur, the Corporate Governance Committee, or in certain circumstances the Board or a special committee thereof, will consider the resignation and will recommend to the Board whether to accept or reject the tendered resignation, considering factors deemed relevant by the Corporate Governance Committee including the reasons why stockholders withheld votes for election of the director, the qualifications of the director, and his or her contributions to the Company. The Board will then consider the Corporate Governance Committee’s recommendation and all factors it deems relevant and make a decision whether to accept or reject such resignation effective within 60 days following receipt of the Corporate Governance Committee’s recommendation. The Company will disclose the Board’s decision in a Current Report on Form 8-K filed with the SEC within 90 days following certification of the stockholder vote.
Changed Circumstances
The Company’s Corporate Governance Guidelines require directors to notify the Corporate Governance Committee in the event that they (a) resign or materially change their position with their employer, (b) experience a material change in their professional responsibilities, or (c) become aware of circumstances that may adversely reflect upon them or the Company. After considering such changed circumstances, the Corporate Governance Committee may request that the director submit a resignation from the Board.
Service on Other Boards
The Board and the Corporate Governance Committee regularly consider and evaluate how best to ensure the Board and its directors are well-positioned and equipped to devote the appropriate time and focus in fulfilling their duties to the Company. In this regard, the Board and Corporate Governance Committee have adopted voluntary mechanisms to ensure review and evaluation of directors’ time commitments associated with service on other boards.
One such mechanism is a provision in our Corporate Governance Guidelines regarding service on other public company boards. In this regard, subject to such exceptions as the Corporate Governance Committee may determine on a case-by-case basis, our Corporate Governance Guidelines generally limit directors who are executive officers of the Company or of another public company to serving on no more than two total public company boards, including the Company’s Board, and outside directors to serving on no more than four total public company boards, including the Company’s Board. In addition, an outside director who is a member of the Company’s Audit Committee may not serve on more than three total public company audit committees.
Absent an exception being granted, if a director serves on a number of boards that falls outside these limitations, such director has 60 calendar days to comply with the limitations and, if not in compliance within such time, must immediately tender his or her offer of resignation to the Board for consideration. The Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject such director’s tendered offer of resignation, taking into consideration the time commitments related to the director’s other boards, the expected time commitment to the Company, and other relevant factors.
Risk Oversight and Management
The Board is actively engaged in overseeing the Company’s risk management process, which is designed to identify and assess strategic, financial, and operational risks with the potential to have sustained impact on the Company. The Board exercises its
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oversight, both as a whole Board and through its standing committees. The Board, Board committees, and management coordinate the risk oversight role in a manner that serves the long-term strategic interests of our Company and stockholders through periodic reporting and open lines of communication. Additionally, the Board reviews the Company’s long-term strategic initiatives and operating risks as a part of its regular discussion of the Company’s strategy and operating results.
The standing committees of the Board perform separate functions to support the overall risk oversight and assessment process of the Company. The Audit Committee focuses on financial and enterprise risk exposures, including internal controls and cybersecurity, and discusses with management, the internal auditors and the independent registered public accounting firm, the Company’s policies with respect to risk assessment and risk management, including the risk of fraud. The Audit Committee is also responsible for making recommendations to the Board regarding any changes in the Company’s Code of Ethics for senior financial officers. The Corporate Governance Committee oversees risks and mitigation activities related to its area of responsibility, including director elections and corporate governance practices, corporate social responsibility, including sustainability, stewardship, and social issues, and compliance and ethics programs, including compliance with legal and regulatory requirements. The Corporate Governance Committee also assists the Board in fulfilling its duties and oversight responsibilities relating to the Company’s Code of Ethics, which applies to our executive officers and directors, as applicable, other than with respect to senior financial officers as stated above. The Compensation and Human Capital Committee oversees executive compensation programs and policies, including the design, performance metrics and ranges in incentive plans, and performs an annual risk assessment of existing compensation policies and programs. The Compensation and Human Capital Committee is also responsible for talent development, succession planning, and oversight of initiatives related to human capital management and the Company’s Respectful Workplace Initiatives.
Company management is charged with adequately identifying material risks that the Company faces in a timely manner; implementing management strategies that are responsive to the Company’s risk profile and specific material risk exposures; evaluating risk and risk management with respect to business decision-making throughout the Company; and efficiently and promptly transmitting relevant risk-related information to the Board or appropriate committee, so as to enable them to conduct appropriate risk management oversight.
Compensation Risk Assessment
In November 2025, the Company completed an assessment of its compensation policies, programs, and practices and the Compensation and Human Capital Committee’s independent consultant completed an assessment of the executive compensation program to determine whether there were any risks related to the design or operation of these plans and programs that were reasonably likely to have a material adverse effect on the Company. The Compensation and Human Capital Committee reviewed and discussed these assessments and concluded that the Company’s compensation practices and programs do not encourage excessive risk taking, and are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the following mitigating factors were also identified and considered:
| • | Oversight by an independent and active compensation committee operating under a clearly defined charter with a detailed annual calendar and meeting schedule; |
| • | Robust analytics to support compensation decisions (including market pay data, relative performance comparisons, executive compensation tally sheets, etc.); |
| • | Target pay mix consistent with industry peers and that appropriately balances fixed vs. variable, short-term vs. long-term, and cash vs. equity-based compensation; |
| • | Appropriate caps on long-term and short-term cash incentives; |
| • | Balanced equity grants that include stock options, RSUs, and PSUs; |
| • | Multi-year vesting on stock-based compensation awards; |
| • | Minimum stock ownership requirements and mandatory holding periods for executives; and |
| • | Executive compensation recoupment clawback policy. |
Cybersecurity and Data Privacy
Cybersecurity is among the most critical risks to the Company. For many activities important to its business, the Company depends on the confidentiality, integrity, and availability of information systems and data, some of which are provided or managed by third parties.
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The Company’s Information Security and Privacy teams reduce first and third-party risk by maintaining a proactive security posture aligned with current threats, detecting cybersecurity events and responding quickly, and building procedures to rapidly recover. These teams are managed by the Vice President, Information Security and Privacy, who reports to the Executive Vice President, Chief Technology, Digital Commerce, and Strategy Officer. The Company’s cybersecurity leaders have more than 25 years of relevant experience and multiple professional certifications. The Company is not aware of any material information security breaches of customer personally identifiable information in the past three years.
On behalf of the Board, the Audit Committee provides oversight of the Company’s management of cybersecurity risk. The Audit Committee regularly reviews the Company’s cybersecurity risks, incidents, audits, assessments, crisis readiness, awareness activities, and compliance with cybersecurity and privacy laws and regulations. The Company’s Vice President, Information Security and Privacy briefs the Audit Committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen the Company’s defenses against these threats.
For more information regarding the Company’s cybersecurity and data privacy programs, please refer to the disclosure under the heading “Cybersecurity” in Part I, Item 1C of the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 and filed with the SEC on February 19, 2026. Such information is incorporated herein by reference.
Corporate Responsibility and Stewardship
Tractor Supply shares the common belief with our customers that we must be good stewards of the land and our natural resources so that future generations can enjoy the same benefits from these resources that we enjoy today. Since launching our Stewardship Program in 2008, Tractor Supply has remained committed to protecting the land and natural resources we all depend on. We share our customers’ belief in true stewardship—caring for the land today so the Out Here lifestyle thrives for generations to come. As we grow, we work to minimize our environmental footprint by improving energy efficiency, reducing waste and conserving water across our operations and beyond. To view more details about our Stewardship Program, please visit https://corporate.tractorsupply.com/stewardship/overview/default.aspx. The Information provided on our website is not part of this proxy statement and is not intended to be incorporated by reference herein.
Human Capital
We believe that our team members are the foundation of our business and their hard work, passion, commitment, and experience drive our success. As a result of our commitment to our team members, we have been “Great Place to Work-Certified” for six consecutive years and earned a spot on Computerworld’s 2026 Best Places to Work in IT. Below are further descriptions of our Company and our focus on the development and support of our team members.
Management and Team Members
As of December 27, 2025, we employed approximately 26,000 full-time and 26,000 part-time Tractor Supply and Petsense by Tractor Supply team members and use contractors on an as-needed basis. We typically employ additional part-time team members throughout the year during high sales volume periods. We are not party to any collective bargaining agreements.
Eligible team members participate in one of our various bonus incentive programs, which provide the opportunity to receive additional compensation based upon individual, team, and/or Company performance. In addition to bonus incentive programs, we provide our eligible team members the opportunity to participate in a 401(k) retirement savings plan and an employee stock purchase plan. We offer health insurance for which we share a significant portion of the cost of premiums. We additionally provide our eligible team members with a tuition reimbursement program, paid time off, and a six-week parental leave policy for new parents. Our team members also receive a 15% discount on merchandise purchased from the Company.
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We encourage a promote-from-within environment when internal resources permit. We also provide internal leadership development programs designed to prepare our high-potential team members for greater responsibility. Our current team of district managers and store managers has an average tenure of approximately ten and seven years, respectively. We believe internal promotions, coupled with the hiring of individuals with previous retail experience, provide the management structure necessary to support our long-term strategic growth initiatives.
Store Team Member Learning & Development
We hire and develop store team members who genuinely live the “Out Here” lifestyle, including recreational farmers, ranchers, homesteaders, animal, and pet owners and all who embrace rural living. Our goal is to staff every store with knowledgeable, motivated, and customer-focused team members, and we invest heavily in their growth through comprehensive training programs and strong vendor partnerships. Our learning and development offerings include:
| • | A thorough on-boarding process that equips new team members with the skills and confidence needed to serve customers and contribute from day one; |
| • | Productive workplace environment training covering key Company policies, expectations, and behaviors related to harassment, discrimination, and retaliation; |
| • | New store opening training that prepares store leadership to launch new stores to Tractor Supply’s operational, cultural, and customer experience standards; |
| • | A suite of leadership development programs that build talent from emerging leaders to senior field leaders, strengthening the operational, customer, and people-leadership capabilities required to deliver exceptional performance at every level; |
| • | Foundational customer service and selling skills training designed to help team members deliver legendary customer service and meet the unique needs of our “Out Here” customers; |
| • | Online product knowledge training created in partnership with key vendors to deepen team members’ understanding of the products customers rely on; |
| • | Periodic all-store team member meetings to reinforce priorities, share updates, and align teams across the chain; and |
| • | An annual store leadership meeting that brings together the full store leadership team for strategic updates, new product introductions, key initiatives, and hands-on learning alongside vendors and internal partners. |
Workplace Health and Safety
At Tractor Supply, maintaining a healthy, safe environment for our team members and customers is embedded in our Mission and Values. Team members are empowered to do the “right thing” and encourage the same of others. We are committed to driving a culture of safety for our team members, customers, and communities through role-based training specific to Tractor Supply’s operations, the use of technology to deliver training, and an attitude of continual improvement.
Respectful Workplace Initiatives
At Tractor Supply, we foster a safe, dynamic, and productive work environment free of discrimination, harassment, and retaliation, supported by our Mission and Values, where everyone is treated with respect and which fosters different perspectives, ideas, and innovative thinking. Our Mission and Values have been the foundation of our culture for more than 85 years. All of our team members and customers are highly valued, and we place high importance on considering different viewpoints and caring for and supporting one another.
Investor Engagement
We value regular engagement with and feedback from a wide variety of stakeholders, including our team members, customers, suppliers, communities, and stockholders, because we know that our stakeholders care deeply about what companies do for their communities, for their people, and for the planet. At Tractor Supply, our culture is deeply rooted in our Mission and Values. These principles underpin our longstanding commitment to being responsible Stewards of Life Out Here.
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The principal topics of engagement since our 2025 Annual Meeting included:
| • | Board and committee oversight of Stewardship matters; |
| • | Integration of our Stewardship strategy, Stewards of Life Out Here, into our business strategy; |
| • | Human capital management; |
| • | Sustainability and Stewardship matters within our supply chain; and |
| • | Environmental topics, such as our GHG emissions, strategic partnerships, and water conservation. |
If you would like to learn more about our stewardship program and reporting, please visit us at https://corporate.tractorsupply.com/stewardship/overview/default.aspx. If you would like to engage with us, please send correspondence to InvestorRelations@TractorSupply.com.
Communications with Members of the Board
Stockholders interested in communicating directly with members of our Board may do so by writing to our Corporate Secretary, c/o Tractor Supply Company, 5401 Virginia Way, Brentwood, Tennessee 37027, or by emailing board@tractorsupply.com. As set forth in our Corporate Governance Guidelines, our Corporate Secretary reviews all such correspondence and regularly forwards correspondence that deals with the functions of the Board or committees thereof or that the Corporate Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls, or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters.
Board Member Attendance at Annual Meeting
We strongly encourage each member of the Board to attend our Annual Meeting of Stockholders. All of our then-current directors attended the 2025 Annual Meeting.
Director Stock Ownership Guidelines
Each non-employee member of the Board is expected to acquire, within five years of joining the Board, and continue to hold, shares of the Company’s Common Stock having an aggregate market value which equals or exceeds a factor of 5x the director’s annual cash retainer. Once the target beneficial ownership level is achieved by a director, that director will not be required to acquire any additional shares in the event the stock price decreases, provided the underlying number of shares remain held by the director.
The Compensation and Human Capital Committee evaluates compliance with this policy annually. The Compensation and Human Capital Committee and the Board, in their sole discretion, may waive or extend the time for compliance with this policy. Factors which may be considered include, but are not limited to, non-compliance due to limitations on ability to purchase resulting from blackout periods and the personal financial resources of the director. There is a five-year transition period to allow individuals to become compliant with the policy. All of the Company’s directors currently meet this standard or are within the period for initial compliance.
Director Retirement Policy
The Corporate Governance Committee reviews each director’s continuation on the Board as his or her term approaches expiration in making its recommendation to the Board concerning his or her nomination for re-election as a director. Pursuant to the Company’s director retirement policy, a director may not stand for re-election after his or her 75th birthday.
Compensation and Human Capital Committee Interlocks and Insider Participation
Mr. Weikel, Mr. Cardenas, Ms. Jackson and Mr. Krishnan served on the Compensation and Human Capital Committee of the Board during 2025. There are no, and during 2025 there were no, interlocking relationships between any officers of the Company and any entity whose directors or officers serve on the Compensation and Human Capital Committee, nor did any of our current or past officers or team members serve on the Compensation and Human Capital Committee during 2025.
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Political Contributions and Trade Associations
The Board adopted a new Political Contributions and Advocacy Policy in May 2022 and updated it in February 2025. Pursuant to the restated policy the Company is permitted to engage in advocacy efforts at all levels of government in order to support issues important to the Company, its team members, customers, and the communities in which it does business.
Corporate Contributions
The Company may make corporate political contributions to state or local candidates, party committees, and political organizations from time to time where permissible by law.
Corporate contributions to federal Super PACs, made from Company funds, are prohibited as a matter of Company policy. Additionally, the Company does not make independent political expenditures to directly support or oppose any candidate.
The use of Company funds to reimburse any team member or third party for political contributions is prohibited.
Political Action Committee
The Company has established the bipartisan Tractor Supply Company Political Action Committee (“PAC”) to make contributions to candidates, party committees, and other PACs. The Board, executives and certain other eligible team members are permitted to make voluntary contributions to the PAC as specified under federal election law. Decisions regarding contributions by the PAC are made by the PAC Board of Directors pursuant to preordained giving criteria. The PAC Board of Directors consists of team members from across the Company in all business units and geographies.
Advocacy Efforts
The Company engages in advocacy efforts at the federal, state, and local levels. It seeks to educate elected officials and government leaders about issues important to the Company and how these issues relate to the legislation or government action at hand. The Company’s lobbying efforts are led by the head of Government Relations and actively involve senior management. To ensure compliance with the applicable lobbying laws, including all applicable gift rules, the Director, Government Relations, in consultation with the Legal Department, will evaluate any Company employee’s planned engagement with any government official to influence legislation, regulations, government programs, or government policy.
The Company’s federal lobbying reports, where applicable, can be found at https://lda.gov/system/public/. The Company’s state lobbying reports, where applicable, can be found on the various state lobbying websites.
Trade and Industry Associations
To augment its own lobbying efforts, the Company is also involved with trade associations and industry groups. These groups coalesce around issues important to the industries in which the Company participates and place concerted effort and resources on those issues. The Company pays membership dues to, and makes payments to, these trade and industry associations.
Public Report
Semiannually, the Company prepares a report on (1) the Company’s dues and other payments to industry and trade associations in excess of $10,000; and (2) corporate and PAC political contributions. This report is presented to the Company’s Corporate Governance Committee. The report is made available on the Company’s website under Investor Relations > Governance > Governance Documents > Trade Association Memberships 2025.
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| Item 2 – Ratification of Reappointment of Independent Registered Public Accounting Firm |
General Information
The Audit Committee has re-appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2001. At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Stockholder ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required; however, the Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification. If the stockholders fail to ratify the Audit Committee’s re-appointment, the Audit Committee will reconsider whether to retain Ernst & Young LLP as the Company’s independent registered public accounting firm. In addition, even if the stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change is in the best interests of the Company.
Representatives of Ernst & Young LLP are expected to attend the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders.
Fees Paid to Independent Registered Public Accounting Firm
Fees billed by the Company’s independent registered public accounting firm for the last two fiscal years were as follows:
| 2025 | 2024 | |||||||
| Audit fees |
$ | 1,562,012 | $ | 1,398,720 | ||||
| Audit related fees |
— | — | ||||||
| Tax fees (1) |
— | — | ||||||
| All other fees (2) |
2,000 | 2,000 | ||||||
| (1) | Amounts reflect fees incurred for research, filing and other permissible tax services. |
| (2) | Amounts reflect license fees for online research tools. |
All services were pre-approved by the Audit Committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Pre-Approval Policies and Procedures
The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. These policies provide that we will not engage the Company’s independent registered public accounting firm to render any services unless the service is specifically approved in advance by the Audit Committee.
From time to time, the Audit Committee may pre-approve specific types of services that are expected to be provided by the Company’s independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular services to be provided and is also generally subject to a maximum dollar amount.
The Audit Committee’s practice is to consider for approval, at its regularly scheduled quarterly meetings, all audit and non-audit services proposed to be provided by the Company’s independent registered public accounting firm. In certain limited situations, the chair of the Audit Committee has been delegated authority to consider and, if appropriate, approve audit and non-audit services or, if in the chair’s judgment it is considered appropriate, to call a special meeting of the Audit Committee for that purpose.
Board Recommendation
| FOR |
The Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026. | |
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Report of the Audit Committee
The Company’s Audit Committee consists of four directors. The Board has adopted a charter that governs the Audit Committee. The Audit Committee charter can be found in the Investor Relations section of the Company’s website at https://www.TractorSupply.com. The members of the Audit Committee are Rick Cardenas (Chair), Joy Brown, André Hawaux, and Mark J. Weikel, and each is “independent” as defined by the listing standards of Nasdaq and applicable SEC regulations. In addition, the Board has determined that Messrs. Cardenas, Hawaux, and Weikel are qualified as audit committee financial experts within the meaning of SEC regulations and the listing standards of Nasdaq.
Company management is primarily responsible for the Company’s financial statements and financial reporting process, including assessing the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for planning and carrying out annual audits and quarterly reviews of the Company’s financial statements in accordance with standards established by the Public Company Accounting Oversight Board (United States), expressing an opinion on the conformity of the Company’s audited financial statements with United States generally accepted accounting principles, and auditing and reporting on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee monitors and oversees these processes and is responsible for the appointment, compensation, and oversight of the Company’s independent registered public accounting firm. The Company also has an internal audit department that is actively involved in examining and evaluating internal controls and the effectiveness of the Company’s budgeting, financial, operational, and information systems activities, and reports functionally to the Chair of the Audit Committee and administratively to the Chief Financial Officer.
To fulfill our responsibilities, we did the following:
| • | We reviewed and discussed with Company management and the independent registered public accounting firm the Company’s consolidated financial statements for the fiscal year ended December 27, 2025 and all interim quarters in fiscal 2025. |
| • | We discussed with our in-house counsel legal matters having an impact on financial statements. |
| • | We reviewed management’s representations to us that those consolidated financial statements were prepared in accordance with United States generally accepted accounting principles. |
| • | We met periodically with the Company’s Vice President of Internal Audit, with and without management present, to discuss the results of Internal Audit’s examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. |
| • | We reviewed and discussed with Company management the Company’s risk assessment process, policies, and procedures. |
| • | We discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the SEC. |
| • | We received written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and we have discussed with the Company’s independent registered public accounting firm its independence from the Company and its management. |
| • | We considered whether Ernst & Young LLP’s provision of non-audit services to the Company is compatible with maintaining its independence from the Company and its management. |
| • | We reviewed and discussed with Company management the annual operating plan, capital budget, and the multi-year strategic plan. |
| • | We monitored and discussed with Company management the Company’s cash position, capital structure and strategies, and credit facilities. |
The Audit Committee meets with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of the audit of the financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting, management’s progress in assessing the effectiveness of the Company’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 and the overall quality of the Company’s financial reporting.
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Based on the discussions we had with management and the independent registered public accounting firm, the independent registered public accounting firm’s disclosures and letter to us, the representations of management to us, the report of the independent registered public accounting firm and our review of the Company’s audited consolidated financial statements for fiscal 2025, we recommended to the Board that such audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 for filing with the SEC.
The Audit Committee submits this report:
| Rick Cardenas, Chair | André Hawaux | |
| Joy Brown | Mark J. Weikel |
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| Item 3 – Non-Binding, Advisory Vote on Approval of Executive Compensation |
Background of the Proposal
As required by Section 14A of the Exchange Act, the Company is holding a separate non-binding, advisory stockholder vote to approve the compensation of executive officers as described in the “Compensation Discussion and Analysis,” the executive compensation tables, and any related information in the Company’s proxy statement (commonly known as a “Say on Pay” proposal).
Executive Compensation
As discussed in the “Compensation Discussion and Analysis” section of this proxy statement, the Board believes that our current executive compensation program directly links executive compensation to our financial performance and strategic initiatives and aligns the interests of our executive officers with those of our stockholders. Our Board also believes that our executive compensation program provides our executive officers with a balanced compensation package that includes a reasonable base salary along with annual and long-term incentive compensation programs that are based on the Company’s financial performance and the performance of the Company’s stock price. These incentive programs are designed to reward our executive officers on both an annual and long-term basis if they attain specified target goals, without unreasonable risk taking.
The “Compensation Discussion and Analysis” section includes additional details about our executive compensation program. In light of this discussion, the Company believes that its compensation of the Named Executive Officers for fiscal 2025 was appropriate and reasonable and that its executive compensation program and practices are sound and in the best interests of the Company and its stockholders. The Say on Pay proposal is set forth in the following resolution:
RESOLVED, that the stockholders of Tractor Supply Company approve, on an advisory basis, the compensation of its Named Executive Officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related information found in the proxy statement of Tractor Supply Company.
Because your vote on this proposal is advisory, it will not be binding on the Board or the Company. However, the Compensation and Human Capital Committee and the Board will take into account the outcome of the vote when considering future executive compensation arrangements.
Board Recommendation
| FOR |
The Board unanimously recommends that the stockholders of the Company vote “FOR” the approval of executive compensation of our Named Executive Officers, as disclosed in this proxy statement, pursuant to the compensation disclosure rules of the SEC. | |
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Executive Compensation
Message From the Compensation and Human Capital Committee
Dear Fellow Stockholders:
Throughout 2025, the Compensation and Human Capital Committee remained focused on designing a compensation program that supports the Company’s business strategy and that aligns with and promotes the growth of long-term stockholder value by attracting, retaining, and motivating executive leadership. We strongly believe in linking pay to performance. All principal components of the executive compensation program other than base salary are at-risk with ultimate value realized by our executives tied to the achievement of pre-set rigorous performance goals or our stock price performance. Our annual PSU grants serve as an important component of the Company’s long-term incentive program and are subject to net sales growth and earnings per share growth performance goals and a relative TSR modifier in order to create a direct link between pay and performance. Additionally, in order to further enhance the linkage between pay and performance, we also include performance metrics in our cash incentive plan related to the achievement of net income goals and strategic initiatives.
We conduct a rigorous annual review of the executive compensation program. We generally seek to position the total target compensation of the Company’s executives within a competitive range of the market 50th percentile. We engage an independent third-party compensation consultant to review the compensation peer group and other market data to evaluate whether it consists of comparable organizations and, based on such review, update the peer group and market data as deemed necessary, to compare each of the executive positions to relevant positions in the peer group, and to gather and analyze compensation data from the peer group to provide an analysis of pay trends for the Company’s executive officers.
We believe our committee deliberations over the years have been thorough, robust and at times intense, as we consider the business the Company is building for tomorrow, making changes only when we believe it is clear how it will better align with the Company’s long-term strategy or meet the objectives outlined above. Our metrics are relatively simple and are embedded and understood in the Company’s culture. Most importantly, we believe the compensation program is effective in incenting, retaining, and rewarding the people whose job it is to continuously and sustainably create stockholder value.
Finally, we believe that our decision-making process and executive compensation program should be flexible to allow us to modify the program as deemed necessary to help support the Company’s business strategy and our ability to attract, retain, and motivate executive leadership. To that end, in 2025, the Board and Compensation and Human Capital Committee approved a special retention award to Mr. Lawton, which is described in further detail below. Granting off-cycle equity awards is not the Compensation and Human Capital Committee’s standard practice and followed a robust evaluation of alternative approaches, conducted with the assistance of our independent compensation consultant. The award is designed to retain and incentivize Mr. Lawton’s continued contributions during a transformative period of our Company’s growth, amidst a fiercely competitive market for proven executive talent in the retail sector.
Stockholder-Aligned Award Design
The Board and the Compensation and Human Capital Committee designed the retention equity award to be predominantly at-risk, with a back-loaded vesting schedule tied to our Life Out Here 2030 execution timeline. The award is structured as a 60% mix of PSUs tied to the achievement of rigorous 5-year TSR performance goals relative to the S&P 500, with any earned shares cliff-vesting in 2031. The remaining 40% of the award is delivered in RSUs with a 5-year, ratable vesting schedule, with no vesting opportunities prior to the third anniversary of the grant date. To further encourage Mr. Lawton’s leadership through our next phase of growth, over 70% of the award is not eligible to vest prior to 2030.
The Compensation and Human Capital Committee takes seriously its responsibility to effectively incentivize, retain and appropriately reward our key executive leaders while creating sustained long-term stockholder value. The independent directors of the Board unanimously believe this retention award is appropriately and rigorously designed to achieve these priorities.
On behalf of the full Board, we thank you for your continued trust and investment in Tractor Supply.
Sincerely,
| Mark J. Weikel, Chairperson | Rick Cardenas | |
| Denise L. Jackson | ||
| Ramkumar Krishnan |
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Compensation Discussion and Analysis
Executive Summary
This Compensation Discussion and Analysis (the “CD&A”) describes our executive compensation program for our fiscal year 2025 Named Executive Officers, who were:
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| Harry A. Lawton III | Kurt D. Barton | Robert D. Mills | ||
| President, Chief Executive Officer and Director | Executive Vice President - Chief Financial Officer and Treasurer | Executive Vice President - Chief Technology, Digital Commerce, and Strategy Officer |
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| J. Seth Estep | John P. Ordus | |||
| Executive Vice President - Chief Merchandising Officer | Executive Vice President - Chief Stores Officer |
Strategy Overview
We believe we can grow our business by being an integral part of our customers’ lives as the dependable supplier of “Out Here” lifestyle solutions, creating customer loyalty through personalized experiences, our Neighbor’s Club loyalty program, and providing convenience that our customers expect anytime, anywhere, and in any way they choose. Our team members are empowered to do the right thing for each other, our customers, and communities that we serve. We also believe our deep-rooted culture is not just unique; it is the bedrock of our success. Our ability to successfully grow our company to more than 2,600 stores (Tractor Supply and Petsense by Tractor Supply combined) is a testament to the durability and resiliency of our business model. More than anything, our success comes from how we operate and how we treat people—the neighbors we serve, the communities we call home, and, of course, our invaluable team members.
Our long-term growth strategy is to:
| • | Expand and deepen our customer base by providing personal, localized, and memorable customer engagements by leveraging content, social media and digital shopping experiences, attracting new customers, and driving loyalty; |
| • | Evolve customer experiences by digitizing our business processes and furthering our omnichannel capabilities; |
| • | Offer relevant assortments and services across all channels through exclusive and national brands and continue to grow our total addressable market by introducing new products and services through our test and learn strategy; |
| • | Drive operational excellence and productivity through continuous improvement, increasing space utilization, and implementing advanced supply chain capabilities to support growth, scale, and agility; and |
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| • | Expand through selective acquisitions, as such opportunities arise, to add complementary businesses and to enhance penetration into new and existing markets to supplement organic growth. |
Achieving this strategy requires a foundational focus on: (1) connecting, empowering and growing our team to enhance their lives and the communities we call home, enabling them to provide legendary service to our customers; and (2) allocating resources in a disciplined and efficient manner to drive profitable growth and build stockholder value, including leveraging emerging technologies and automation, to align our cost structure to support new business capabilities for margin improvement and cost reductions.
The Compensation and Human Capital Committee has developed an executive compensation program designed to encourage our executives to execute our growth strategy in line with our Mission and Values and without taking unreasonable risks. We believe our executive compensation program supports and enables the achievement of the goals in our strategic operating plan by holding our leaders accountable for building and maintaining a strong, performance-based culture.
Our Executive Compensation Practices
We currently maintain the following executive compensation practices that we believe reflect our pay-for-performance philosophy and further align our executives’ interests with those of our stockholders:
| We DO Have This Practice | We DO NOT Have This Practice | |||||
| ✓ |
Incentive award performance metrics that are objective and tied to our strategic priorities | × | Repricing of options without stockholder approval | |||
| ✓ |
PSUs with vesting subject to the achievement of rigorous performance metrics and a relative 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 | × | Excessive perquisites | |||
| ✓ |
Robust anti-hedging and anti-pledging policy | × | Excise tax gross-ups upon change in control | |||
| ✓ |
Minimum vesting requirements in equity plan for equity awards to promote retention and long-term stockholder alignment | × | Payout of dividends or dividend equivalents on unearned or unvested equity | |||
| ✓ |
A significant portion of executive compensation is allocated to equity incentives to foster alignment with our stockholder interests | × | Pension or defined benefit supplemental executive retirement plan (SERP) | |||
| ✓ |
Annual “say-on-pay” advisory votes | × | High percentage of fixed compensation | |||
| ✓ |
Annual executive compensation risk assessment by third party | × | Single trigger change in control provision for severance and acceleration of equity awards | |||
| ✓ |
Market comparison of executive compensation against a relevant peer group | × | Liberal change in control definition in equity award or change in control agreements | |||
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Financial Performance
We delivered strong financial results again in fiscal 2025, as evidenced by the following highlights:
Stockholder Engagement and Advisory Vote on Executive Compensation
At our 2025 Annual Meeting of Stockholders, 93.0% of the shares represented at the meeting voted to approve, on an advisory basis, the compensation of our Named Executive Officers as described in our 2025 proxy statement. The Compensation and Human Capital Committee considered the results of the 2025 say-on-pay vote and concluded that the stockholders support the Company’s executive compensation policies and program, which the Compensation and Human Capital Committee believes continue to provide a competitive pay-for-performance package that effectively incentivizes our Named Executive Officers, encourages long-term retention and aligns the interests of our executives with our stockholders. The Compensation and Human Capital Committee believed that the Company’s financial performance in fiscal 2025 reinforces the Compensation and Human Capital Committee’s view that our executive compensation program is achieving its objectives of incentivizing our executive leadership and aligning pay with performance. After considering the 2025 say-on-pay results and stockholder feedback regarding our executive compensation program, the Compensation and Human Capital Committee did not make any changes to the Company’s executive compensation program in response to the fiscal 2025 say-on-pay vote. The Compensation and Human Capital Committee will continue to consider, stockholder views about our compensation principles when determining the Company’s executive compensation policies and program.
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Annual Total Compensation Program Elements and Targets Overview
Our executive compensation program is built upon our performance-driven culture and long-standing executive compensation philosophies and objectives, as described below under “Our Executive Compensation Philosophy and Framework,” which we believe have been key contributors to our long-term success. Accordingly, our financial results and stock performance are reflected in the compensation earned by our Named Executive Officers in fiscal 2025, which we believe is indicative of the linkage between the Company’s business strategy and pay philosophy – to be a best-in-class performer driven by best-in-class talent that has a vested interest in our collective, sustainable success. We use a mix of base salary, short-term incentives and long-term incentives that are designed to reward outstanding Company and individual performance and the creation of stockholder value.
The following chart highlights the annual target pay mix for our Chief Executive Officer and the other Named Executive Officers as a group during fiscal 2025. Because this chart highlights our annual compensation program, this chart excludes the November 2025 retention equity awards granted to our Chief Executive Officer. As noted further below, in November 2025, the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, granted our Chief Executive Officer retention equity awards, with 60% of the grant value delivered in the form of PSUs and the remaining 40% of the grant value delivered in the form of RSUs, with the RSUs subject to a longer vesting schedule than the Company’s annual long-term incentives.
| Form of Compensation |
CEO |
Other NEOs (Aggregate) |
Description | |||
| Base Salary |
|
|
Fixed cash compensation provides executives with a foundational compensation for their day-to-day responsibilities. Base salaries for our executives 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”) |
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|
Our CIP is designed to motivate and reward our executives for successfully executing our near-term business plans and thereby achieving superior financial results important for our ability to drive long-term growth.
CIP compensation consists of a cash bonus tied to the Company’s achievement of target net income, target net sales and certain strategic initiatives. | |||
| Long-Term Incentives
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|
Our long-term incentive (“LTI”) compensation program is the largest component of our annual target pay mix and is designed to motivate and reward executives for successfully executing our long-term business plan and to further align interests of our executives with those of our stockholders.
Grants are awarded in the form of stock options (weighted 25%), RSUs (weighted 25%), and PSUs (weighted 50%). 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. | |||
| * | The percentages reflected above for the Chief Executive Officer exclude his November 2025 retention equity awards, as described below. |
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We believe the relatively large proportion of LTI compensation opportunities in our annual target pay mix serves to align our executive compensation program with our focus on long-term stockholder value creation.
Total Compensation Program Elements
Each of the Company’s fiscal 2025 executive compensation program principal elements is described in further detail below. Please see the section below entitled “Fiscal 2025 Individual Compensation Decisions” for a summary of the compensation awarded and paid to each of the Named Executive Officers.
Base Salary
Our base salaries are structured to provide a base-line level of fixed compensation deemed necessary to recruit and retain top talent. Base salaries for fiscal 2025 for our Named Executive Officers were set by our Compensation and Human Capital Committee after reviewing and considering (i) the experience, skills, and performance levels of individual executives, (ii) whether there were any material changes to the individual’s role and responsibilities during the year, (iii) each executive’s relative pay level against the market, (iv) internal equity among the team and with the entire Company (in terms of salary increase budgets for the Company), and (v) the Chief Executive Officer’s recommendations (for positions other than his own). The Named Executive Officers received base salary adjustments for fiscal 2025, ranging from 3.85% to 14.3%, as further described in the “Fiscal 2025 Individual Compensation Decisions” section. In the case of Mr. Lawton, 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 majority of Mr. Lawton’s total target direct compensation increase to his target equity grant level.
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.
2025 CIP Target Award Opportunities
In February 2025, the Compensation and Human Capital Committee approved target CIP opportunities for the Named Executive Officers under the 2025 CIP. Each Named Executive Officer’s target CIP opportunity is determined after reviewing and considering the individual’s role and responsibilities, internal pay equity, and the executive’s relative pay level compared to the competitive market. Consistent with the 2024 CIP, the 2025 target CIP opportunities for our Named Executive Officers were 150% of base salary for Mr. Lawton and 75% of base salary for each of the other Named Executive Officers, except for Mr. Barton, whose target CIP opportunity was increased from 75% in 2024 to 85% in 2025 in order to more closely align his target compensation with the competitive market. Named Executive Officers receive 25% of the target opportunity for achieving threshold performance and 200% of the target opportunity for achieving maximum performance or above.
2025 CIP Performance Goals and Results
In February 2025, the Compensation and Human Capital Committee approved the Company’s 2025 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 (60% weighting), a net sales target set by the Board (25% weighting) and the achievement of certain strategic initiatives described below (15% weighting). The Compensation and Human Capital Committee determined to add a net sales goal to the 2025 CIP to support a focus on top-line growth in order to incentivize our Named Executive Officers to continue to focus on our profitability, broaden the financial performance criteria under the 2025 CIP and align the CIP with leading market practices. The Compensation and Human Capital Committee utilized net sales as an element in both the 2025 CIP and LTI compensation program. When designing the Company’s 2025 executive compensation program, the Compensation and Human Capital Committee evaluated a range of performance metrics for purposes of the Company’s incentive programs and considered input from management and Peal Meyer. Based on such review, the Compensation and Human Capital Committee determined that net sales is a core driver of the Company’s performance and stockholder value creation and was an appropriate component in both the 2025 CIP and LTI compensation program. In recognition of the Company’s use of net sales in both the 2025 CIP and LTI compensation program, the Compensation and Human Capital Committee continued its historical practice of including multiple measures under the 2025 CIP and LTI compensation program in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and stockholder returns over both the short-term and long-term horizons.
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The following table sets forth the target achievement levels and our actual 2025 results with respect to the net income and net sales metrics. As it did in 2024 with respect to the net income metric, the Compensation and Human Capital Committee approved target payout ranges for the net income metric and the new net sales metrics to recognize the market volatility and economic uncertainty at the time the CIP targets were set. For attainment of net income and net sales amounts within the range of each percentage referenced below, the Company interpolates the actual CIP amount payable. The Company’s net income target for fiscal 2025 under the CIP ranged from $1.15 billion to $1.17 billion, which represented an increase of 4.1% to 6.2% over our fiscal 2024 net income. The Company’s net sales target for fiscal 2025 under the CIP ranged from $15.76 billion to $15.87 billion, which represented an increase of 5.9% to 6.6% over our fiscal 2024 net sales.
| Performance Level | ||||||||||||||||||||
| Performance Metric |
Threshold (25% payout) |
Target Range (100% payout) |
Overachieve (150% payout) |
Maximum (200% payout) |
Actual Results |
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| Net Income (weighted 60% of target) (in thousands) |
$ | 984,000 | $ | 1,146,000-$1,170,000 | $ | 1,274,000 | $ | 1,332,000 | $ | 1,096,087 | ||||||||||
| Net Sales (weighted 25% of target) (in thousands) |
$ | 15,025,000 | $ | 15,762,000-$15,868,000 | $ | 16,342,000 | $ | 16,605,000 | $ | 15,524,046 | ||||||||||
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 2025, 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 purposes of the CIP, net sales is defined as the Company’s consolidated net sales, as determined according to U.S. GAAP and reported on the Company’s Annual Report on Form 10-K.
For fiscal 2025, net income was $1.10 billion, or $2.06 per diluted share, compared to $1.10 billion, or $2.04 per diluted share, in fiscal 2024. Net sales for fiscal 2025 were $15.52 billion, compared to $14.88 billion in fiscal 2024. As a result, the actual net income was 95% of the midpoint of the target net income range of $1.16 billion and the actual net sales was 98% of the midpoint of the target net sales range of $15.82 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 and net sales targets are met. However, the Compensation and Human Capital Committee did not make any such adjustments in determining the percentage of the net income and net sales targets achieved in fiscal 2025. Based on the achievement with respect to the net income and net sales performance metrics, the Compensation and Human Capital Committee certified a payout equal to 76% and 75% of each Named Executive Officer’s CIP target allocated to net income and net sales, respectively.
The three strategic initiatives for the fiscal 2025 CIP, which are focused on driving overall business growth, are described in the table below.
| Strategic Initiative | Weight | Description | Actual Results (% of Target) |
Weighted Payout |
||||||||||
| Localization |
5.0 | % | Drive profitable sales growth by delivering the right product, in the right place, at the right time, in the right space | 200.0 | % | 10.0 | % | |||||||
| Neighbor’s Club/Rx |
5.0 | % | Leverage Allivet prescription business to 1) grow prescription and pet and animal sales, 2) retain and grow market share with existing pet and animal customers, and 3) acquire new pet and animal customers | 0.0 | % | 0.0 | % | |||||||
| Final Mile |
5.0 | % | Build on existing foundation to provide a comprehensive final mile delivery solution to unlock greater market share, enhance customer experience, and positively impact financial performance as measured against pre-established quantitative goals | 129.6 | % | 6.5 | % | |||||||
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| Total Weighted Strategic Initiatives Payout: |
|
16.5 | % | |||||||||||
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The Compensation and Human Capital Committee selected the strategic initiatives described above in order to further enhance the linkage between pay and 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.
2025 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 2025. The graphic below illustrates the payout calculations under the 2025 CIP, and the table below sets forth the target and actual payout amounts for each other Named Executive Officer under the 2025 CIP, in each case, based on the results described above:
| Executive |
Base Salary ($) | CIP Target (% of Base Salary) |
CIP Target ($) |
CIP Payout (% of Target) |
CIP Payout ($)(1) |
|||||||||||||||
| Harry A. Lawton III |
1,350,000 | 150 | % | 2,025,000 | 80.8 | % | 1,635,837 | |||||||||||||
| Kurt D. Barton |
800,000 | 85 | % | 680,000 | 80.8 | % | 549,318 | |||||||||||||
| Robert D. Mills |
750,000 | 75 | % | 562,500 | 80.8 | % | 454,399 | |||||||||||||
| J. Seth Estep |
740,000 | 75 | % | 555,000 | 80.8 | % | 448,341 | |||||||||||||
| John P. Ordus |
675,000 | 75 | % | 506,250 | 80.8 | % | 408,959 | |||||||||||||
| (1) | Amounts paid under the CIP are based on the Named Executive Officers’ annual base salary in effect on the last day of the Company’s fiscal year and the final achievement percentage attained for the applicable performance metrics. |
The range of possible fiscal year 2025 CIP payments for each Named Executive Officer is shown in the 2025 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 2025 Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”
Long-Term Incentive (LTI) Compensation
LTI awards are issued under 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.”
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Fiscal 2025
For fiscal 2025, the Compensation and Human Capital Committee retained the same overall structure of the fiscal 2024 LTI program, as set forth in the chart below. The balanced structure of the target LTI compensation opportunity (“Target LTI Opportunity”), with half of the LTI Target Opportunity tied to the achievement of pre-established performance goals, is focused on retaining our senior executives and motivating them to create sustainable stockholder value by driving both superior financial results and stock price performance.
2025 Target LTI Opportunity*
| * | Excludes the Retention Equity Awards (as defined below) granted to Mr. Lawton in November 2025, which have a five-year performance period for the Retention PSU Award (as defined below) and a five-year vesting schedule for the Retention RSU Award (as defined below), each as further described above. |
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 majority of Mr. Lawton’s total target direct compensation increase to his fiscal 2025 Target LTI Opportunity. Accordingly, the grant date fair value of the fiscal 2025 Target LTI Opportunity provided to Mr. Lawton increased by $500,000 as compared to his fiscal 2024 Target LTI in recognition of the Company’s strong performance in 2024 and in order to more closely align his equity compensation with the 50th percentile of the compensation peer group. In addition, after reviewing market data, the Compensation and Human Capital Committee approved increases to the fiscal 2025 Target LTI Opportunities for the other Named Executive Officers, ranging from $100,000 to $300,000, to more closely align their compensation with that of similarly situated executives at the members of our compensation peer group and to reflect an expansion of their responsibilities.
Stock Options. As noted above, 25% of our Target LTI Opportunity in fiscal 2025 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 price.
All of the stock options granted in fiscal 2025 have minimum vesting periods, with the stock options vesting ratably each year over a three-year period that begins on the grant date. Stock options expire ten years after the grant date.
RSUs. As noted above, 25% of the target LTI Opportunity in fiscal 2025 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 increases following the grant date. However, the value of RSUs fluctuates based on the Company’s stock price.
All RSUs granted to the Named Executive Officers (other than the Retention RSU Award granted to Mr. Lawton in November 2025) in fiscal 2025 vest ratably, subject to continued employment, each year over a three-year period that begins on the grant date. Please see “CEO Retention Equity Awards” below for a description of Mr. Lawton’s Retention RSU Award, which has an extended vesting period through the five-year anniversary of the grant to support the Company’s retention of Mr. Lawton.
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PSUs. The remaining 50% of our Target LTI Opportunity in fiscal 2025 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 Company’s stock price.
The achievement of the performance metrics for PSUs granted in fiscal 2025 (other than the Retention PSU Award granted to Mr. Lawton in November 2025) is dependent upon the Company’s annual net sales and earnings per diluted share for fiscal 2027 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 2025, 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. The performance targets for the net sales and earnings per diluted share metrics applicable to the PSUs granted in 2025 represent proprietary information and the Company has determined that their disclosure at this time poses competitive harm concerns to the Company. Consistent with the Company’s historical practice, the applicable performance hurdles and actual performance results will be fully disclosed by the Company following the completion of the performance period.
For grants in 2025, 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 vesting level of the award will be modified up or down as follows, if applicable:
| 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% | |
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 2025 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 2025 (other than the Retention PSU Award granted to Mr. Lawton in November 2025) will vest 100% on the third anniversary of the grant date, subject to continued employment through the vesting date. Please see “CEO Retention Equity Awards” below for a description of Mr. Lawton’s Retention PSU Award, which has a five-year performance period.
In addition, in connection with the grant of the 2025 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 employment for any reason, the Named Executive Officer will not perform the same or similar responsibilities that he 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 2025 PSUs will be automatically forfeited.
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Achievement for 2023-2025 PSU Grants
Each of our Named Executive Officers was an executive officer of the Company when PSUs were granted in 2023 under the 2018 Plan. The performance metrics for the fiscal 2023 PSUs were net sales and earnings per diluted share, each measured based on fiscal 2025 performance, as compared to the target level of achievement set by the Board at the time of grant in 2023, 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 2023 are indicated in the following table:
| Fiscal 2025 Potential Achievement | ||||||||||||||||||
| PSU Performance Metrics |
Threshold (50% Achievement) |
Target (100% Achievement) |
Maximum (200% Achievement) |
Actual Achievement |
||||||||||||||
| Net Sales (in thousands) |
50% Weight | $ | 16,252 | $ | 17,300 | $ | 18,348 | $ | 15,524 | |||||||||
| Earnings per Diluted Share (1) |
50% Weight | $ | 2.39 | $ | 2.53 | $ | 2.67 | $ | 2.06 | |||||||||
The 2023 PSU awards also included a relative TSR modifier, the application of which could result in the number of shares earned from the 2023 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.
| 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% | |
As threshold performance was not achieved for either the net sales or the earnings per diluted share metric, the 2023 PSUs that were granted to the Named Executive Officers were forfeited.
CEO Retention Equity Awards
In approving the CEO Retention Equity Award, the Compensation and Human Capital Committee, with the support of its independent compensation consultant, undertook an in-depth quantitative and qualitative review of relevant market data to determine the grant value deemed appropriate to retain and incentivize Mr. Lawton through an extended vesting and performance period.
As part of its assessment, the Compensation and Human Capital Committee benchmarked special and one time equity awards granted to chief executive officers at companies of comparable size, operating complexity and business model. The Compensation and Human Capital Committee also considered broader industry benchmarks and prevailing market practices with respect to one-time grants to provide additional references. Importantly, in the context of the Company’s historical compensation framework, there have been no comparable special or one-time retention equity awards granted to a chief executive officer or any of the Company’s executive officers in the past decade. The Compensation and Human Capital Committee further evaluated the potential cost, disruption and execution risks associated with retaining or recruiting a new chief executive officer of comparable caliber, experience, leadership capability and strategic relevance to the Company as Mr. Lawton.
Based on this comprehensive review, the Compensation and Human Capital Committee determined that an award with a targeted grant value of $20 million, together with its predominantly at-risk, performance-based structure, positioned Mr. Lawton’s total realizable compensation opportunity to be reasonable relative to the market, while remaining aligned with the Company’s pay-for-performance philosophy and long term growth ambitions. The Compensation and Human Capital Committee further concluded that the award was appropriate to support retention and leadership continuity through a critical period of execution, reinforcing alignment between Mr. Lawton’s incentives, stockholder interests and the Company’s 2030 Life Out Here growth strategy.
Accordingly, on November 5, 2025, the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, unanimously approved retention equity awards to Mr. Lawton consisting of (i) a PSUs with a target grant date value of $12,000,000, which will vest on February 5, 2031 based on the Company’s TSR relative to the constituents of the S&P 500 Index over the January 1, 2026 through December 31, 2030 performance period (the “Retention PSU Award”), and (ii) RSUs with a grant date fair value of $8,000,000, which will vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date (the “Retention RSU Award” and, together with the Retention PSU Award, the “Retention Equity Awards”), in each case, subject to Mr. Lawton’s continued employment with the Company through each applicable vesting date. The Retention Equity Awards are
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designed to retain Mr. Lawton in a competitive marketplace for proven, successful chief executive officers through extending vesting periods while further aligning his interests with those of our stockholders with a back-loaded vesting schedule tied to our Life Out Here 2030 execution timeline, as shown below:
The structure of the Retention Equity Awards were developed after considering the input of Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Compensation and Human Capital Committee’s independent compensation consultant and following market practices with respect to similar equity awards, resulting in the following features:
| Majority Performance-Based: |
60% of the Retention Equity Awards are in the form of PSUs and 40% are in the form of RSUs. | |
| Extended Vesting Periods: |
Both the Retention PSU Award and Retention RSU Award vest over a five-year period (rather than the three-year period that applies to our annual LTI awards) to align with our Life Out Here 2030 strategy, and subject to the achievement of the applicable relative TSR performance goal in the case of the Retention PSU Award. In addition, the vesting schedule for the Retention RSU Award is backloaded so that the award does not begin to vest until the conclusion of the third year following the grant date, which is designed to align the structure of the award with the Company’s objectives to retain Mr. Lawton through the award’s vesting period. | |
| Relative TSR Performance Goal: |
The Retention PSU Award will vest based on the Company’s total shareholder return relative to the constituents of the S&P 500 Index over the January 1, 2026 through December 31, 2030 performance period. To incentivize above-market performance, the Company’s relative total shareholder return over the performance period must be at or above the 55th percentile of the comparator group in order to achieve target performance. The Company’s relative total shareholder return over the performance period must be at or above the 30th percentile of the comparator group to achieve threshold performance and at or above the 80th percentile to achieve maximum performance. | |
| Maximum Value Cap: |
The Retention PSU Award provides that the number of PSUs earned pursuant to the award will be reduced as needed so that the value of the PSUs earned (measured based on the average closing price of a share of Company common stock over the final twenty trading days in the performance period, assuming the reinvestment of any dividends) does not exceed five times the target value of the award on the grant date (measured based on the closing price of the Company’s common stock on the grant date). | |
| Vesting Capped if TSR is Negative: |
Regardless of the Company’s relative TSR, vesting for the Retention PSU Award will be capped at 100% of target if the Company’s actual TSR over the performance period is negative. | |
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| Termination Provisions: |
In the event that Mr. Lawton’s employment is terminated by the Company without cause or by Mr. Lawton for good reason, then the Retention PSU Award will vest on a prorated basis based on performance through the termination date.
In the event of Mr. Lawton’s “retirement” (as defined in the applicable award agreement), the Retention PSU Award will vest on a prorated basis based on actual performance through the end of the performance period and the Retention RSU Award will vest to the extent that it would have vested if Mr. Lawton had remained employed through the end of the calendar year in which the retirement occurs. The retirement vesting provisions were structured to support an orderly transition of duties and retain Mr. Lawton through a management transition in the event of Mr. Lawton’s retirement.
For purposes of the Retention Equity Awards, “retirement” means the termination of Mr. Lawton’s active employment with the Company or any of its subsidiaries or affiliates other than by the Company for “cause” or due to Mr. Lawton’s death or “permanent disability” (each as defined in the applicable award agreement) and on or after having reached the age of 54 and five years of service with the Company; provided, that (i) in the case of a voluntary resignation, Mr. Lawton provides advanced written notice of such resignation to the Company at least (A) three months following the grant date and (B) six months prior to the effective date of such resignation, (ii) at the time of such resignation, Mr. Lawton’s successor as CEO has been appointed by the Board and publicly disclosed, (iii) if requested by the Board, Mr. Lawton agrees to provide reasonable transition services for up to six months following the appointment of a successor to the CEO position, and (iv) at the time of Mr. Lawton’s written notice of retirement and subsequent resignation, there are no circumstances that would entitle the Company to terminate his employment for cause. | |
| Restrictive Covenants: |
In connection with the granting of the Retention Equity Awards, Mr. Lawton entered into a protective agreement which provides that, during the course of his employment and for 24 months following the termination of his employment for any reason, Mr. Lawton will not perform the same or similar responsibilities that he 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 Mr. Lawton 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 Mr. Lawton, the Retention Equity Awards will be automatically forfeited. | |
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Fiscal 2025 Individual Compensation Decisions
|
Harry A. Lawton III
President and CEO |
The Board based its assessment of Mr. Lawton’s performance primarily upon its evaluation of the Company’s financial performance. Under Mr. Lawton’s leadership, the Company executed on its financial goals and strategic objectives as part of the Life Out Here strategy. Mr. Lawton and the management team continue to foster a strong organizational culture and foundation for long-term growth.
In addition to the solid financial performance during fiscal 2025, the evaluation of Mr. Lawton’s performance is based on the following accomplishments:
| • | Delivered disciplined execution of the Life Out Here 2030 strategy in a challenging and uneven retail environment, driving fiscal 2025 net sales of $15.5 billion, a 4.3% increase year over year, with comparable store sales growth of 1.2%, while continuing to gain share in the highly fragmented farm and ranch category; |
| • | Led the Company to five consecutive years of record revenue and earnings per share, generating $1.1 billion in net income and diluted EPS of $2.06 in fiscal 2025, reflecting disciplined execution while continuing to fund strategic growth initiatives; |
| • | Oversaw capital deployment to support long-term growth and productivity, including approximately $894.8 million of capital expenditures in fiscal 2025 across new stores, supply chain capacity, information technology and store investments; |
| • | Advanced disciplined expansion of the store network, overseeing the opening of 99 new Tractor Supply stores and five new Petsense by Tractor Supply stores, along with Project Fusion remodels and Garden Center transformations, while continuing to deliver strong new store productivity and an attractive store maturity curve; |
| • | Continued to scale and modernize the supply chain to support growth and efficiency, including mid-single-digit productivity improvements and the initiation of the Company’s 11th distribution center; |
| • | Expanded and deepened customer engagement, with Neighbor’s Club membership representing more than 80% of total sales, continued growth in digital and omnichannel engagement, and ongoing improvement in personalization and conversion; |
| • | Led the integration of Allivet, which generated approximately $100 million in sales during fiscal 2025, expanding the Company’s total addressable market in pet and animal health and strengthening omnichannel capabilities; |
| • | Returned significant capital to stockholders while maintaining balance sheet strength, including $848.5 million returned through share repurchases and dividends during fiscal 2025; and |
| • | Continued to invest in the Company’s more than 52,000 team members, supporting high engagement, low turnover, and all-time high customer service scores, reinforcing the Company’s differentiated service model. |
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| Target Compensation | Compensation Components and Considerations | |
| $12.625 million
|
Base Salary:
Mr. Lawton’s base salary was $1,350,000 for fiscal 2025, an increase of 3.85% from $1,300,000 in 2024.
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 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 300% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Lawton was awarded 80.8% of his target payout under the CIP for fiscal 2025.
Long-Term Incentive:
Mr. Lawton received long-term equity incentives at a target value of $9,250,000 (excluding the value of the Retention Equity Awards granted to him in November 2025), comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $500,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Lawton’s compensation with our peers after considering market data. 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 majority of Mr. Lawton’s fiscal 2025 total target direct compensation increase to his fiscal 2025 Target LTI Opportunity.
In addition, as described above, in November 2025 the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, unanimously approved retention equity awards to Mr. Lawton consisting of (i) a PSUs with a target grant date value of $12,000,000, which will vest on February 5, 2031 based on the Company’s TSR relative to the constituents of the S&P 500 Index over the January 1, 2026 through December 31, 2030 performance period, and (ii) RSUs with a grant date fair value of $8,000,000, which will vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date, in each case, subject to Mr. Lawton’s continued employment with the Company through each applicable vesting date. These awards are designed to retain Mr. Lawton through extending vesting periods while further aligning his interests with those of our stockholders. | |
| Pay Element | Target Value | Awarded Value (1) | ||
| Base Salary |
$1,350,000 | $1,344,231 | ||
| Annual CIP |
$2,025,000 | $1,635,837 | ||
| Long-Term Incentive |
||||
| Stock Options |
$2,312,500 | $2,311,740 | ||
| Annual RSUs (2) |
$2,312,500 | $2,312,502 | ||
| Annual PSUs (2) |
$4,625,000 | $4,625,021 | ||
| Total (2) |
$12,625,000 | $12,229,331 | ||
| (1) | This amount matches the 2025 Summary Compensation Table with the exception of the all other compensation column. For base salary, amount reflects base compensation earned by the Named Executive Officer during fiscal 2025 and not such officer’s approved base salary for the indicated year, and amounts may differ due to the timing of annual salary adjustments. |
| (2) | The amounts in this row exclude the values of the Retention Equity Awards granted to Mr. Lawton in 2025, as described above. |
The Compensation and Human Capital Committee based its assessment of each of the other Named Executive Officers upon its evaluation of the Company’s performance and the individual performance of each Named Executive Officer, considering, in particular, the contributions of each of the Named Executive Officers to the Company’s performance as a member of the executive committee and as a leader of a business or a function.
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|
Kurt D. Barton
Executive Vice President – Chief Financial Officer and Treasurer |
In addition to his contribution to the Company’s overall performance, Mr. Barton:
| • | Effectively navigated tariff-related cost pressures and inflation while delivering gross margin expansion and maintaining disciplined pricing and cost management; |
| • | Led a disciplined capital allocation strategy that balanced strategic investment with meaningful returns of capital to stockholders, reinforcing long-term shareholder value creation; |
| • | Continued the Company’s strong track record of dividend growth by increasing the dividend for the 16th consecutive year; |
| • | Drove improvements in working capital management, strengthening cash flow and balance sheet flexibility; |
| • | Advanced Life Out Here 2030 strategic investments in an asset light manner as well as real estate development initiatives designed to enhance returns and support sustainable growth; and |
| • | Maintained a disciplined operating cost structure while supporting the Company’s industry-leading customer service. |
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| Target Compensation | Compensation Components and Considerations | |
| $3.38 million
|
Base Salary:
Mr. Barton’s base salary was $800,000 for fiscal 2025, an increase of 14.3% from $700,000 in 2024, in order to more closely align his compensation with chief financial officer positions within our compensation peer group.
Annual CIP:
Mr. Barton’s target award under the CIP was 85% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 170% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Barton was awarded 80.8% of his target payout under the CIP for fiscal 2025.
Long-Term Incentive:
Mr. Barton received long-term equity incentives at a target value of $1,900,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $300,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Barton’s compensation with chief financial positions within our compensation peer group. | |
| Pay Element | Target Value | Awarded Value (1) | ||
| Base Salary |
$800,000 | $788,462 | ||
| Annual CIP |
$680,000 | $549,318 | ||
| Long-Term Incentive |
||||
| Stock Options |
$475,000 | $474,836 | ||
| RSUs |
$475,000 | $474,984 | ||
| PSUs |
$950,000 | $949,972 | ||
| Total |
$3,380,000 | $3,237,572 | ||
| (1) | This amount matches the 2025 Summary Compensation Table with the exception of the all other compensation column. For base salary, amount reflects base compensation earned by the Named Executive Officer during fiscal 2025 and not such officer’s approved base salary for the indicated year, and amounts may differ due to the timing of annual salary adjustments. |
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|
|
Robert D. Mills
Executive Vice President – Chief Technology, Digital Commerce, and Strategy Officer |
In addition to his contribution to the Company’s overall performance, Mr. Mills:
| • | Led the integration of Allivet with the launch of the Pet & Animal Pharmacy on TractorSupply.com, including integration into our Neighbor’s Club program; |
| • | Managed the omnichannel business to record revenues through the introduction of new capabilities and experiences across the full customer digital journey; |
| • | Advanced the Company’s AI capabilities through a strategic partnership with OpenAI, improving internal productivity, enabling incremental digital revenue through ScoutAI, and positioning the platform for future agent-driven commerce; |
| • | Scaled the Retail Media platform to drive triple digit revenue growth, expanding the advertiser base and ad product portfolio with operational maturity to support long-term growth; |
| • | Enhanced enterprise-wide data protection capabilities and modernized legacy communications via a cloud-based platform, improving reliability and cost efficiency across our network; and |
| • | Under Mr. Mills’ leadership, Tractor Supply was named a 2026 Top AI Leader (RETHINK Retail), earned T-Mobile’s 2025 Innovate Award for Customer Experience, and was recognized as a 2026 Best Place to Work in IT (Computerworld), contributing to him being named CTO of the Year by the Nashville Tech Council. |
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| Target Compensation | Compensation Components and Considerations | |
| ~$2.713 million
|
Base Salary:
Mr. Mills’ base salary was $750,000 for fiscal 2025, an increase of 11.1% from $675,000 in 2024, in order to more closely align his compensation with similarly situated officers at the members of our compensation peer group and to reflect an increase in his responsibilities.
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 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Mills was awarded 80.8% of his target payout under the CIP for fiscal 2025.
Long-Term Incentive:
Mr. Mills received long-term equity incentives at a target value of $1,400,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $100,000 over the target value of his fiscal 2024 LTI awards. | |
| Pay Element | Target Value | Awarded Value (1) | ||
| Base Salary |
$750,000 | $741,346 | ||
| Annual CIP |
$562,500 | $454,399 | ||
| Long-Term Incentive |
||||
| Stock Options |
$350,000 | $349,880 | ||
| RSUs |
$350,000 | $349,986 | ||
| PSUs |
$700,000 | $699,962 | ||
| Total |
$2,712,500 | $2,595,573 | ||
| (1) | This amount matches the 2025 Summary Compensation Table with the exception of the all other compensation column. For base salary, amount reflects base compensation earned by the Named Executive Officer during fiscal 2025 and not such officer’s approved base salary for the indicated year, and amounts may differ due to the timing of annual salary adjustments. |
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|
J. Seth Estep
Executive Vice President – Chief Merchandising Officer |
In addition to his contribution to the Company’s overall performance, Mr. Estep:
| • | Ensured our assortment met our customers’ needs, focusing on consumable, usable, and edible products where we continued to gain market share with positive unit comps; |
| • | Led a proactive, portfolio-based response to tariff impacts, assessing exposure and executing early mitigation actions such as origin shifts and opportunistic buying while applying pricing strategies to protect margins and remain a strong advocate for customer value; |
| • | Expanded the Project Fusion customer experience to nearly 60% of stores and the garden center offering across more than 700 locations with the goal of providing enhanced experiences, operational improvements, and wider assortment; and |
| • | Led the execution of our assortment localization strategy through integration into our Fusion remodel and new store development programs. |
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| Target Compensation | Compensation Components and Considerations | |
| ~$2.595 million
|
Base Salary:
Mr. Estep’s base salary was $740,000 for fiscal 2025, an increase of 13.85% from $650,000 in fiscal 2024, in order to more closely align his compensation with similarly situated officers at the members of our compensation peer group and to reflect an increase in his responsibilities.
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 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Estep was awarded 80.8% of his target payout under the CIP for fiscal 2025.
Long-Term Incentive:
Mr. Estep received long-term equity incentives at a target value of $1,300,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $300,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Estep’s compensation with our peers after considering market data and to reflect an increase in his responsibilities. | |
| Pay Element | Target Value | Awarded Value (1) | ||
| Base Salary |
$740,000 | $729,615 | ||
| Annual CIP |
$555,000 | $448,341 | ||
| Long-Term Incentive |
||||
| Stock Options |
$325,000 | $324,891 | ||
| RSUs |
$325,000 | $324,975 | ||
| PSUs |
$650,000 | $650,004 | ||
| Total |
$2,595,000 | $2,477,826 | ||
| (1) | This amount matches the 2025 Summary Compensation Table with the exception of the all other compensation column. For base salary, amount reflects base compensation earned by the Named Executive Officer during fiscal 2025 and not such officer’s approved base salary for the indicated year, and amounts may differ due to the timing of annual salary adjustments. |
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|
John P. Ordus
Executive Vice President – Chief Stores Officer |
In addition to his contribution to the Company’s overall performance, Mr. Ordus:
| • | Improved the customer experience resulting in an all-time high customer satisfaction score with Tractor Supply ranking among best-in-class retailers for Overall Value, Merchandise Availability, Staff Friendliness, and Speed of Checkout; |
| • | Ensured full staffing and training at all Tractor Supply stores and continued expansion of Field Activity Support Team, completing over 1.7 million project hours in 2025; |
| • | Led the real estate team to open 99 new Tractor Supply stores, execute over 150 Project Fusion remodels and relocations, and complete more than 120 Garden Center transformations; |
| • | Sustained high Tractor Supply Store Manager retention and achieved the 5th consecutive year of decreased total turnover; and |
| • | Supported more than 6,500 Tractor Supply store promotions as part of our commitment to be the employer of choice in rural America. |
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| Target Compensation | Compensation Components and Considerations | |
| ~$2.281 million
|
Base Salary:
Mr. Ordus’ base salary was $675,000 for fiscal 2025, an increase of 3.85% from $650,000 in fiscal 2024.
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 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Ordus was awarded 80.8% of his target payout under the CIP for fiscal 2025.
Long-Term Incentive:
Mr. Ordus received long-term equity incentives at a target value of $1,100,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $200,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Ordus’s compensation with our peers after considering market data and to reflect an increase in his responsibilities. | |
| Pay Element | Target Value | Awarded Value (1) | ||
| Base Salary |
$675,000 | $672,115 | ||
| Annual CIP |
$506,000 | $408,959 | ||
| Long-Term Incentive |
||||
| Stock Options |
$275,000 | $274,901 | ||
| RSUs |
$275,000 | $274,955 | ||
| PSUs |
$550,000 | $549,978 | ||
| Total |
$2,281,000 | $2,180,908 | ||
| (1) | This amount matches the 2025 Summary Compensation Table with the exception of the all other compensation column. For base salary, amount reflects base compensation earned by the Named Executive Officer during fiscal 2025 and not such officer’s approved base salary for the indicated year, and amounts may differ due to the timing of annual salary adjustments. |
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How the Company Makes Compensation Decisions
Our Executive Compensation Philosophy and Framework
Our executive compensation program is designed to support our business strategy and attract, retain, and motivate the performance and continuity of the leadership team, with the ultimate goal of generating strong operating results and delivering solid, sustainable returns to our stockholders. On behalf of the Board, the Compensation and Human Capital Committee reviews our compensation philosophy and objectives on a regular basis to evaluate whether they are aligned with the Company’s strategic, organizational, and cultural goals, and that the Company maintains a competitive position within the marketplace. At present, our compensation decisions are guided by the following principles and philosophies:
| • | 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. |
| • | 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. |
| • | 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. |
| • | Cultural Alignment. We believe our Company’s culture is unique and drives sustainable business results and that our Mission and Values are the foundation of our success. We implement compensation practices we believe support the Company’s culture and values. Our goal is to develop and benefit from long-term loyal relationships with our team members, customers, vendors, stockholders, and other stakeholders. |
| • | 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. |
Roles of the Compensation and Human Capital Committee, Executive Officers, and Independent Consultant
The Compensation and Human Capital Committee works closely with key members of management and its independent compensation consultant to set the compensation for the Company’s executives. The roles played by each of these groups are as follows:
Compensation and Human Capital Committee - The Compensation and Human Capital Committee, in order to assist the Board in the discharge of its fiduciary responsibilities relating to the fair and competitive compensation of the executives of the Company:
| • | Reviews and approves the Company’s compensation philosophy; |
| • | Reviews and approves the executive compensation program, plans, and awards; |
| • | Reviews and approves the compensation of the Chief Executive Officer and all other executive management members; |
| • | Sets performance goals and objectives for the Chief Executive Officer and the other executive officers; |
| • | Administers the Company’s short- and long-term incentive plans and other stock or stock-based plans; |
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| • | Annually reviews market data to assess the Company’s competitive position with respect to the elements of the Company’s compensation; |
| • | Reviews and assesses senior level positions and evaluates performance; and |
| • | Works with the Board and provides oversight of talent development and succession planning and other matters related to the Company’s Respectful Workplace Initiatives. |
Chief Executive Officer – The Chief Executive Officer regularly attends Compensation and Human Capital Committee meetings except as otherwise directed by the Compensation and Human Capital Committee. The Chief Executive Officer provides the Compensation and Human Capital Committee with his assessment of the performance of the executive management members (other than himself). The Compensation and Human Capital Committee, with the Chief Executive Officer present, discusses this input, along with the market data provided by the Compensation and Human Capital Committee’s independent consultant. The Compensation and Human Capital Committee then approves or modifies the recommendations of the Chief Executive Officer with respect to compensation for the other executive management members. The Chief Executive Officer does not participate in the decision-making regarding his own compensation and is not present when his or her compensation is discussed or being acted upon.
Other Management – The Company’s Human Resources leader assists the Chief Executive Officer and acts as a liaison to the Compensation and Human Capital Committee and its independent consultant. The Company’s Chief Financial Officer and General Counsel also attend meetings, as requested. No other members of management are regularly involved in the executive compensation process or in executive compensation decisions.
Independent Consultant – Pearl Meyer was engaged by the Compensation and Human Capital Committee to provide consulting services relating to executive compensation for fiscal 2025, including advising with respect to the Retention Equity Awards granted to Mr. Lawton in November 2025. Pearl Meyer reports directly to the Compensation and Human Capital Committee and provides no other services to the Company. Pearl Meyer also works with management on a limited basis under the Compensation and Human Capital Committee’s direction. An annual assessment of Pearl Meyer’s services is conducted and shared with them. In connection with its engagement of Pearl Meyer and in furtherance of maintaining the independence of the Compensation and Human Capital Committee’s compensation consultant, the Compensation and Human Capital Committee conducted an independence assessment and determined that Pearl Meyer is independent. In making such determination, the Compensation and Human Capital Committee considered several factors including, but not limited to, the amount of fees received by Pearl Meyer from the Company as a percentage of Pearl Meyer’s total revenue, Pearl Meyer’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Pearl Meyer’s independence. The Compensation and Human Capital Committee is not aware of any, and has not had to address, any potential conflicts of interest that Pearl Meyer may have with Board members or Company management.
Each year, the Compensation and Human Capital Committee requests that its consultant provide an updated competitive market study. The market study focuses on a peer group that is reviewed and approved by the Compensation and Human Capital Committee and that is designed to (i) position Tractor Supply close to the median on key criteria such as revenue, growth, market value, enterprise value, price-to-earnings ratio, and total stockholder return, (ii) reduce the overall size dispersion (high to low) within the group, and (iii) focus on companies operating in similar retail categories and/or markets. Market data is also sourced from a variety of reputable compensation surveys that contain pay data for comparable executive positions at comparable companies. This data serves as a useful reference point and is used in conjunction with discussions regarding potential differences in the position at Tractor Supply, the performance and potential of the incumbent executive, and any internal equity considerations.
Peer Group
Pay data from the following peer group was used to make informed executive compensation decisions in fiscal 2025, which was the same peer group used to make executive compensation decisions in fiscal 2024:
| 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. |
| ||
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Stock Ownership Guidelines
Executives of the Company are expected to acquire and continue to hold shares of the Company’s Common Stock having an aggregate market value from time to time which equals or exceeds a multiple of base compensation as outlined below within five years of initial appointment.
| Title | Ownership Guideline | |
| Chief Executive Officer |
6x base compensation | |
| President |
4x base compensation | |
| Executive Vice President |
3x base compensation | |
| Senior Vice President |
2x base compensation | |
If an executive holds multiple positions with different ownership requirements, the executive must comply with the highest applicable requirement. Once the target ownership level is achieved by an executive, that executive will not be required to acquire any additional shares in the event the stock price decreases, provided the underlying number of shares held by the executive at the time of achieving such ownership level has not decreased. Shares subject to stock options, whether vested or unvested, and unvested performance-based awards will not count towards satisfaction of the guidelines. Shares subject to unvested time-based RSU awards will count towards satisfaction of the guidelines.
The Compensation and Human Capital Committee evaluates executive officer compliance with this policy annually. As of the record date, all of the Company’s executive officers currently meet this standard or are within the period for initial compliance.
Additional Compensation Information
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, Mr. Lawton. 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 current term of the employment agreement is scheduled to end on February 9, 2027, at which time it 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.
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, 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, the award agreements governing the PSU grants made to Mr. Lawton (other than the Retention Equity Awards granted to him in November 2025) 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 deemed achieved at the target level.
With respect to the Retention Equity Awards granted to Mr. Lawton in November 2025, in the event that Mr. Lawton’s employment is terminated by the Company without cause, due to Mr. Lawton’s death or disability or by Mr. Lawton for good reason prior to a change in control and prior to Mr. Lawton achieving the age and service requirements for retirement, then the Retention PSU Award will vest on a prorated basis based on performance through the termination date. In the event of Mr. Lawton’s retirement, the Retention PSU Award will vest on a prorated basis based on actual performance through the end of the performance period and the Retention RSU Award will vest to the extent that it would have vested if Mr. Lawton had remained employed through the end of the calendar year in which the retirement occurs. For purposes of the Retention Equity Awards, “retirement” means Mr. Lawton’s voluntary resignation on or after reaching the age of 54 and attaining five years of service with the Company; provided, that (i) Mr. Lawton provides advanced written
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notice of such resignation to the Company at least (A) three months following the grant date and (B) six months prior to the effective date of such resignation, (ii) at the time of such resignation, Mr. Lawton’s successor as Chief Executive Officer has been appointed by the Board and publicly disclosed, (iii) if requested by the Board, Mr. Lawton agrees to provide reasonable transition services for up to six months following the appointment of a successor to the Chief Executive Officer position, and (iv) at the time of Mr. Lawton’s written notice of retirement and subsequent resignation, there are no circumstances that would entitle the Company to terminate his employment for cause. The retirement vesting provisions were structured to support an orderly transition of duties and retain Mr. Lawton through a management transition in the event of Mr. Lawton’s retirement.
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.
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. The term of each Named Executive Officer’s change in control agreement runs through February 28, 2029, with the term automatically extending for an additional one-year period commencing on each March 1, unless the Company gives prior notice of non-extension.
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.”
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| • | Short sales; |
| • | Buying or selling put or call options or other derivative securities; |
| • | Hedging or monetization transactions such as zero-cost collars and forward sale contracts; and |
| • | Holding securities in a margin account or otherwise pledging securities as collateral for a loan. |
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Compensation and Human Capital Committee Report
The preceding CD&A should be read in conjunction with the Summary Compensation Table, related tables, and narrative disclosures. We have reviewed and discussed the CD&A contained in this Proxy Statement with management. Based on this review and discussion, we have recommended to the Board that the CD&A be included in the Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K.
By the Compensation and Human Capital Committee of the Board of Directors:
| Mark J. Weikel, Chairperson | Rick Cardenas | |
| Denise L. Jackson | ||
| Ramkumar Krishnan |
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2025 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 2025 for all services rendered in all capacities to the Company for fiscal 2025. 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 2025 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.
| 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 |
2025 |
$ |
1,344,231 |
|
$ |
26,937,383 |
|
$ |
2,311,740 |
|
$ |
1,635,837 |
|
$ |
48,003 |
|
$ |
32,277,194 |
| |||||||
| 2024 |
$ |
1,294,231 |
|
$ |
6,562,207 |
|
$ |
2,187,455 |
|
$ |
1,689,691 |
|
$ |
43,879 |
|
$ |
11,773,463 |
| ||||||||
| 2023 |
$ |
1,298,077 |
|
$ |
6,374,641 |
|
$ |
2,124,967 |
|
$ |
1,535,547 |
|
$ |
41,434 |
|
$ |
11,374,666 |
| ||||||||
| Kurt D. Barton Executive Vice President – Chief Financial Officer and Treasurer |
2025 |
$ |
788,462 |
|
$ |
1,424,956 |
|
$ |
474,836 |
|
$ |
549,318 |
|
$ |
45,504 |
|
$ |
3,283,076 |
| |||||||
| 2024 |
$ |
697,692 |
|
$ |
1,199,619 |
|
$ |
399,974 |
|
$ |
454,917 |
|
$ |
44,337 |
|
$ |
2,796,539 |
| ||||||||
| 2023 |
$ |
703,846 |
|
$ |
1,124,795 |
|
$ |
374,962 |
|
$ |
417,669 |
|
$ |
41,820 |
|
$ |
2,663,092 |
| ||||||||
| Robert D. Mills Executive Vice President – Chief Technology, Digital Commerce, and Strategy Officer |
2025 |
$ |
741,346 |
|
$ |
1,049,948 |
|
$ |
349,880 |
|
$ |
454,399 |
|
$ |
45,194 |
|
$ |
2,640,767 |
| |||||||
| 2024 |
$ |
670,846 |
|
$ |
981,628 |
|
$ |
324,965 |
|
$ |
438,670 |
|
$ |
43,308 |
|
$ |
2,459,917 |
| ||||||||
| 2023
|
$ |
661,385 |
|
$ |
1,017,597 |
|
$ |
274,948 |
|
$ |
392,486 |
|
$ |
41,303 |
|
$ |
2,387,719 |
| ||||||||
| J. Seth Estep Executive Vice President – Chief Merchandising Officer |
2025 |
$ |
729,615 |
|
$ |
974,979 |
|
$ |
324,891 |
|
$ |
448,341 |
|
$ |
42,610 |
|
$ |
2,520,436 |
| |||||||
| 2024 |
$ |
647,462 |
|
$ |
749,792 |
|
$ |
249,955 |
|
$ |
422,423 |
|
$ |
44,889 |
|
$ |
2,114,521 |
| ||||||||
| 2023 |
$ |
650,077 |
|
$ |
599,956 |
|
$ |
199,968 |
|
$ |
385,729 |
|
$ |
41,890 |
|
$ |
1,877,620 |
| ||||||||
| John P. Ordus Executive Vice President – Chief Stores Officer |
2025 |
$ |
672,115 |
|
$ |
824,933 |
|
$ |
274,901 |
|
$ |
408,959 |
|
$ |
44,931 |
|
$ |
2,225,839 |
| |||||||
| 2024 |
$ |
647,462 |
|
$ |
674,745 |
|
$ |
224,971 |
|
$ |
422,423 |
|
$ |
43,545 |
|
$ |
2,013,146 |
| ||||||||
| 2023 |
$ |
650,077 |
|
$ |
599,956 |
|
$ |
199,968 |
|
$ |
385,729 |
|
$ |
40,930 |
|
$ |
1,876,660 |
| ||||||||
| (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. |
| (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 2025, 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 27, 2025 filed with the SEC on February 19, 2026. The amount reflected for Mr. Lawton for 2025 includes the grant date fair values of his Retention Equity Awards, as described above under “CEO Retention Equity Awards.” |
| (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 2025, 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. |
| Name |
Grant Date Fair Value (Probable Performance) |
Grant Date Fair Value (Maximum Performance) |
||||||
| Harry A. Lawton III |
$ |
16,624,893 |
|
$ |
41,562,232 |
| ||
| Kurt D. Barton |
$ |
949,972 |
|
$ |
2,374,931 |
| ||
| Robert D. Mills |
$ |
699,962 |
|
$ |
1,749,906 |
| ||
| J. Seth Estep |
$ |
650,004 |
|
$ |
1,625,010 |
| ||
| John P. Ordus |
$ |
549,978 |
|
$ |
1,374,945 |
| ||
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| (4) | Amounts reflect incentives earned under the CIP, in each case calculated based on the Company’s financial performance for the indicated period. |
| (5) | Amounts for fiscal 2025 are comprised of the following: |
| 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 |
$9,240 |
$15,863 |
$5,800 |
$48,003 | ||||||
| Kurt D. Barton |
$12,600 |
$4,500 |
$8,798 |
$13,806 |
$5,800 |
$45,504 | ||||||
| Robert D. Mills |
$12,600 |
$4,500 |
$8,488 |
$13,806 |
$5,800 |
$45,194 | ||||||
| J. Seth Estep |
$12,600 |
— |
$8,047 |
$15,648 |
$6,315 |
$42,610 | ||||||
| John P. Ordus |
$12,600 |
$4,500 |
$8,225 |
$13,806 |
$5,800 |
$44,931 |
| (a) | Amounts in this column represent the aggregate incremental cost to the Company of (i) mobile stipends provided to the Named Executive Officers in 2025, (ii) the costs associated with an executive physical, which for healthcare privacy reasons each Named Executive Officer has been attributed a cost of $4,500 regardless of whether such benefit was used, and (iii) an employee anniversary milestone recognition program prize for Mr. Estep. Anniversary milestone recognition eligibility is consistent across employee populations, including Named Executive Officers. Recognition is provided in the form of points redeemable through our third-party recognition platform and are designed to support retention, reinforce our culture, and recognize tenure. |
73
Table of Contents
2025 Grants of Plan-Based Awards
The following table reflects certain information with respect to awards to the Named Executive Officers to acquire shares of the Company’s Common Stock granted under the 2018 Plan and to receive a cash incentive under the Company’s CIP for fiscal 2025.
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) |
Estimated Possible Payouts Under Equity Incentive Plan Awards (2) |
|||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date |
Threshold ($) |
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 |
|
506,250 |
|
|
2,025,000 |
|
|
4,050,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
31,592 |
|
|
84,246 |
|
|
210,615 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
4,625,021 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
43,642 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
2,312,502 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
172,905 |
|
$ |
54.97 |
|
$ |
55.87 |
|
$ |
2,311,740 |
| |||||||||||||
|
|
11/5/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
73,806 |
|
|
196,816 |
|
|
492,040 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
11,999,872 |
| |||||||||||||
|
|
11/5/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
160,192 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
7,999,988 |
| |||||||||||||
| Kurt D. Barton |
|
170,000 |
|
|
680,000 |
|
|
1,360,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,489 |
|
|
17,304 |
|
|
43,260 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
949,972 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,964 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
474,984 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
35,515 |
|
$ |
54.97 |
|
$ |
55.87 |
|
$ |
474,836 |
| |||||||||||||
| Robert D. Mills |
|
140,625 |
|
|
562,500 |
|
|
1,125,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,781 |
|
|
12,750 |
|
|
31,875 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
699,962 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,605 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
349,986 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
26,169 |
|
$ |
54.97 |
|
$ |
55.87 |
|
$ |
349,880 |
| |||||||||||||
| J. Seth Estep |
|
138,750 |
|
|
555,000 |
|
|
1,110,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,440 |
|
|
11,840 |
|
|
29,600 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
650,004 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,133 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
324,975 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
24,300 |
|
$ |
54.97 |
|
$ |
55.87 |
|
$ |
324,891 |
| |||||||||||||
| John P. Ordus |
|
126,563 |
|
|
506,250 |
|
|
1,012,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,756 |
|
|
10,018 |
|
|
25,045 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
549,978 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,189 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
274,955 |
| |||||||||||||
|
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
20,561 |
|
$ |
54.97 |
|
$ |
55.87 |
|
$ |
274,901 |
| |||||||||||||
| (1) | The CIP provides for various potential threshold, target and maximum payouts, as discussed in “Compensation Discussion and Analysis – Annual Cash Incentive Compensation.” |
| (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 2025. The PSUs granted to our executives in February 2025 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 2027 (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. The PSUs granted to Mr. Lawton in November 2025 will vest, subject to continued employment, at the end of a five-year period that begins on the date of grant, if the relative TSR performance objective is achieved over the January 1, 2026 through December 31, 2030 performance period, with target vesting if our relative TSR performance is equal to or above the 55th percentile of companies in the S&P 500 Index, threshold vesting for performance at the 30th percentile and maximum vesting with performance equal to or greater than the 80th percentile. |
| (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, except for the RSUs granted to Mr. Lawton in November 2025, which vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date, subject to his continued employment. |
| (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. |
| (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 27, 2025 that was filed with the SEC on February 19, 2026, 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). |
74
Table of Contents
Outstanding Equity Awards at Fiscal 2025 Year-End
The following table reflects all outstanding equity awards held by the Named Executive Officers at the end of fiscal 2025:
| 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 |
|
|
296,650 |
|
|
— |
|
|
$18.22 |
|
|
2/5/2030 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
| Option |
|
2/3/2021 |
|
|
336,065 |
|
|
— |
|
|
$28.64 |
|
|
2/3/2031 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/9/2022 |
|
|
175,280 |
|
|
— |
|
|
$44.39 |
|
|
2/9/2032 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/8/2023 |
|
|
116,290 |
|
|
58,145 |
|
|
$46.55 |
|
|
2/8/2033 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/5/2024 |
|
|
62,310 |
|
|
124,620 |
|
|
$46.59 |
|
|
2/5/2034 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/12/2025 |
|
|
— |
|
|
172,905 |
|
|
$54.97 |
|
|
2/12/2035 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/8/2023 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15,765 |
|
$ |
810,163 |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
32,630 |
|
$ |
1,676,856 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
93,150 |
|
$ |
4,786,979 |
| |||||||||||
| RSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
43,642 |
|
$ |
2,242,762 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
84,246 |
|
$ |
4,329,402 |
| |||||||||||
| RSU |
|
11/5/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
160,192 |
|
$ |
8,232,267 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
11/5/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
196,816 |
|
$ |
10,114,374 |
| |||||||||||
| Kurt D. Barton |
Option |
|
2/7/2018 |
|
|
78,195 |
|
|
— |
|
|
$13.46 |
|
|
2/7/2028 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
| Option |
|
2/6/2019 |
|
|
107,480 |
|
|
— |
|
|
$17.92 |
|
|
2/6/2029 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/5/2020 |
|
|
121,355 |
|
|
— |
|
|
$18.22 |
|
|
2/5/2030 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/3/2021 |
|
|
74,680 |
|
|
— |
|
|
$28.64 |
|
|
2/3/2031 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/9/2022 |
|
|
50,080 |
|
|
— |
|
|
$44.39 |
|
|
2/9/2032 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/8/2023 |
|
|
20,520 |
|
|
10,260 |
|
|
$46.55 |
|
|
2/8/2033 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/5/2024 |
|
|
11,390 |
|
|
22,790 |
|
|
$46.59 |
|
|
2/5/2034 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/12/2025 |
|
|
— |
|
|
35,515 |
|
|
$54.97 |
|
|
2/12/2035 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/8/2023 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,785 |
|
$ |
143,121 |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,965 |
|
$ |
306,541 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,030 |
|
$ |
875,172 |
| |||||||||||
| RSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,964 |
|
$ |
460,660 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,304 |
|
$ |
889,253 |
| |||||||||||
| Robert D. Mills |
Option |
|
2/3/2021 |
|
|
35,410 |
|
|
— |
|
|
$28.64 |
|
|
2/3/2031 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
| Option |
|
2/9/2022 |
|
|
27,540 |
|
|
— |
|
|
$44.39 |
|
|
2/9/2032 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/8/2023 |
|
|
15,045 |
|
|
7,525 |
|
|
$46.55 |
|
|
2/8/2033 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/5/2024 |
|
|
9,255 |
|
|
18,515 |
|
|
$46.59 |
|
|
2/5/2034 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/12/2025 |
|
|
— |
|
|
26,169 |
|
|
$54.97 |
|
|
2/12/2035 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/8/2023 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,475 |
|
$ |
178,580 |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,950 |
|
$ |
254,381 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
13,835 |
|
$ |
710,981 |
| |||||||||||
| RSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,605 |
|
$ |
339,431 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12,750 |
|
$ |
655,223 |
| |||||||||||
| J. Seth Estep |
Option |
|
2/3/2021 |
|
|
59,745 |
|
|
— |
|
|
$28.64 |
|
|
2/3/2031 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
| Option |
|
2/9/2022 |
|
|
20,030 |
|
|
— |
|
|
$44.39 |
|
|
2/9/2032 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/8/2023 |
|
|
10,940 |
|
|
5,475 |
|
|
$46.55 |
|
|
2/8/2033 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/5/2024 |
|
|
7,120 |
|
|
14,240 |
|
|
$46.59 |
|
|
2/5/2034 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/12/2025 |
|
|
— |
|
|
24,300 |
|
|
$54.97 |
|
|
2/12/2035 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/8/2023 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,485 |
|
$ |
76,314 |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,730 |
|
$ |
191,685 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,645 |
|
$ |
547,047 |
| |||||||||||
| RSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,133 |
|
$ |
315,175 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,840 |
|
$ |
608,458 |
| |||||||||||
75
Table of Contents
| 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 |
|
2/3/2021 |
|
|
59,745 |
|
|
— |
|
|
$28.64 |
|
|
2/3/2031 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
| Option |
|
2/9/2022 |
|
|
20,030 |
|
|
— |
|
|
$44.39 |
|
|
2/9/2032 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/8/2023 |
|
|
10,940 |
|
|
5,475 |
|
|
$46.55 |
|
|
2/8/2033 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/5/2024 |
|
|
6,405 |
|
|
12,820 |
|
|
$46.59 |
|
|
2/5/2034 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| Option |
|
2/12/2025 |
|
|
— |
|
|
20,561 |
|
|
$54.97 |
|
|
2/12/2035 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/8/2023 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,485 |
|
$ |
76,314 |
|
|
— |
|
|
— |
| |||||||||||
| RSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,355 |
|
$ |
172,413 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/5/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,580 |
|
$ |
492,316 |
| |||||||||||
| RSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,189 |
|
$ |
266,663 |
|
|
— |
|
|
— |
| |||||||||||
| PSU |
|
2/12/2025 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,018 |
|
$ |
514,825 |
| |||||||||||
| (1) | Reflects awards of options. Option awards vest one-third annually over the first three years following the grant date. |
| (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. |
| (3) | The amounts in this column represent RSUs granted in 2023, 2024 and 2025 in each case, which were outstanding as of December 27, 2025. RSU awards vest one-third annually over the first three years following the grant date, except for the RSUs granted to Mr. Lawton in November 2025, which vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date. |
| (4) | Market value of unvested stock awards was determined based on the closing price of a share of our Common Stock on December 26, 2025 (the last trading day of fiscal 2025), which was $51.39 per share. |
| (5) | The amounts in this column represent PSUs outstanding as of December 27, 2025 for which the performance conditions have not yet been satisfied. The PSU amounts included assume target performance for the PSUs granted in 2024 and 2025. However, the actual number of shares issued, if any, may be higher than target level based on actual achievement levels relative to the performance objectives and for PSUs granted in 2024 and 2025 (other than the PSUs granted to Mr. Lawton in November 2025), are subject to further adjustment based on a relative TSR modifier. If the performance and service conditions are met, the PSU awards will cliff vest on the third anniversary of the grant date (or the fifth anniversary of the grant date in the case of the PSUs granted to Mr. Lawton in November 2025). |
76
Table of Contents
2025 Option Exercises and Stock Vested
The following table reflects certain information with respect to options exercised by the Named Executive Officers during the 2025 fiscal year as well as stock awards that vested during fiscal 2025:
| Option Awards | Stock Awards | |||||||||||||||||||
| Name | Number of Shares Acquired On Exercise (#) |
Value Realized on Exercise ($) (1) |
Number of Shares on Vesting (#) (2) |
Value Realized on Vesting ($) (3) | ||||||||||||||||
| Harry A. Lawton III |
|
— |
|
— |
|
69,047 |
$ |
3,713,713 |
||||||||||||
| Kurt D. Barton |
|
90,000 |
|
$4,545,000 |
|
16,326 |
$ |
878,654 |
||||||||||||
| Robert D. Mills |
|
— |
|
— |
|
11,753 |
$ |
631,258 |
||||||||||||
| J. Seth Estep |
|
92,455 |
|
$3,333,807 |
|
7,569 |
$ |
407,365 |
||||||||||||
| John P. Ordus |
|
— |
|
— |
|
7,384 |
$ |
397,317 |
||||||||||||
| (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. |
| (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. |
| (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. |
77
Table of Contents
2025 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 $4,500. Effective January 1, 2013, each participant has a choice of deemed investments for their plan account. Each participant is deemed to be invested in these investment options for the purposes of determining the amount of earnings or losses to be credited to their account. Contributions made to the plan before January 1, 2013 earn simple annual interest at the prime rate in effect on January 1st of each year which is credited quarterly; however, those assets are not available for transfer into the new investment options. Each participant is fully vested in all amounts credited to their deferred compensation account. Payments under the Executive Deferred Compensation Plan are made in cash in a single lump sum payment or, if permitted by the Compensation Committee, in installments. A participant may elect to have his or her balance distributed to him or her on the date of such participant’s separation from service, death or total and permanent disability (each, a “Distribution Event”), the anniversary of a Distribution Event, or a date designated by the participant.
The following table sets forth certain information about each Named Executive Officer’s participation in the Executive Deferred Compensation Plan in fiscal 2025:
| Name |
Executive Contributions in Last Fiscal Year ($) (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 |
$ |
13,442 |
$ |
4,500 |
$ |
13,725 |
$ |
— |
$ |
93,672 |
|||||||||||||||
| Kurt D. Barton |
$ |
31,538 |
$ |
4,500 |
$ |
13,928 |
$ |
— |
$ |
219,979 |
|||||||||||||||
| Robert D. Mills |
$ |
38,427 |
$ |
4,500 |
$ |
7,571 |
$ |
— |
$ |
125,631 |
|||||||||||||||
| J. Seth Estep |
$ |
— |
$ |
— |
$ |
1,751 |
$ |
— |
$ |
13,741 |
|||||||||||||||
| John P. Ordus |
$ |
6,721 |
$ |
4,500 |
$ |
1,264 |
$ |
— |
$ |
24,272 |
|||||||||||||||
| (1) | The amounts reported in this column are included in the “2025 Summary Compensation Table” under the heading “Salary.” |
| (2) | The amounts reported in this column are included in the “2025 Summary Compensation Table” under the heading “All Other 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 “2025 Summary Compensation Table.” |
| (4) | Of these balances, the following amounts were reported in Summary Compensation Tables in prior years’ proxy statements: Mr. Lawton – $34,442; Mr. Barton – $50,262; Mr. Mills – $68,250; Mr. Estep – $21,734; and Mr. Ordus – $21,734. |
78
Table of Contents
Potential Payments Upon Termination or Change in Control
Payments Made Upon Death or Disability
If the employment of any of the Named Executive Officers (other than Mr. Lawton, whose rights are described below under “Payments to Mr. Lawton”) is terminated by death or disability, the Named Executive Officer will be fully vested in all then-outstanding stock options and all then-outstanding RSUs of the Company (other than the Retention RSU Award that was granted to Mr. Lawton) and all such options will remain exercisable until the earlier of (i) one year after the date of termination and (ii) the otherwise applicable normal expiration date of the option.
Pursuant to the award agreements under which the Named Executive Officers were granted PSUs, (other than the Retention PSU Award that was granted to Mr. Lawton, as described below), in the event that a Named Executive Officer’s employment is terminated as a result of his or her death or disability, the Named Executive Officer will be fully vested in all PSUs, provided that if termination occurs prior to the end of the performance period, any PSUs will not be settled until the Compensation and Human Capital Committee determines the number of PSUs that should vest based on the achievement of the underlying performance targets.
Under the terms of the Company’s disability plan, the Named Executive Officers are eligible for a disability benefit that is equal to a maximum of $10,000 per month. The definition of disability is the same as that used for the disability plan covering all team members except that a Named Executive Officer’s disability must preclude the officer’s ability to carry out only his or her executive function. The disability benefit would be reduced by any benefits payable under Social Security or worker’s compensation. The payments continue based on age and various Social Security qualifications. Additionally, the Named Executive Officers are eligible for a supplemental disability benefit under the Company-sponsored Executive Supplemental Individual Disability Insurance program, which provides for additional coverage above the $10,000 per month limit of the group long-term disability plan not to exceed 60% of monthly income.
Payments Upon Certain Termination Events
Payments to Mr. Lawton
In the event that Mr. Lawton’s employment is terminated by the Company without cause or by Mr. Lawton for good reason (each as defined in his employment agreement), and if Mr. Lawton signs a customary release of all claims in favor of the Company, Mr. Lawton would be entitled to (a) 2.0 times his annual base salary, in a lump sum, (b) 2.0 times his target cash bonus for such year multiplied by the average of the bonus percentage applied to other executive officers’ target cash bonuses for the prior three fiscal years pursuant to any cash bonus plan maintained by the Company in respect of the fiscal years preceding the date of termination, in a lump sum, and (c) a lump sum payment equal to the estimated cost of life, disability, accident, and health insurance benefits for Mr. Lawton and his dependents for two years. In the event of termination due to death or disability, Mr. Lawton would be entitled to base salary and benefits earned through the date of termination and an amount equal to the pro rata portion of the actual cash bonus earned for the year in which the date of termination occurs. In the event of a termination by the Company for cause or by Mr. Lawton without good reason, Mr. Lawton would receive only base salary and benefits earned through the date of termination.
Mr. Lawton’s employment agreement also provides that upon termination due to death or disability, Mr. Lawton will be fully vested in all then-outstanding stock options and all then-outstanding RSUs of the Company and all such options will remain exercisable until the earlier of (i) the second anniversary of the date of termination and (ii) the otherwise applicable normal expiration date of such option. In the event of termination of Mr. Lawton’s employment by the Company without cause or by Mr. Lawton for good reason, the vesting of all of the outstanding stock options and RSUs held by Mr. Lawton scheduled to vest in the 12-month period following the date of termination will be accelerated and any such options will remain exercisable until the earlier of (i) the second anniversary of the date of termination and (ii) the otherwise applicable normal expiration date of such option. The award agreement for Mr. Lawton’s Retention RSU Award provides that, in the event of Mr. Lawton’s retirement (as defined in the award agreement), the award will vest to the extent that it would have vested had Mr. Lawton remained employed through the end of the calendar year in which the termination occurs. The vesting of any PSUs will vest according to the terms of the applicable award agreement in the case of Mr. Lawton’s termination due to death or disability, termination by the Company without cause or by Mr. Lawton for good reason (each as described above) or following a change in control (as described below). Pursuant to the award agreements under which Mr. Lawton has been granted PSUs, (other than the Retention PSU Award), such PSUs will vest pro-rata based on actual performance upon his termination by the Company without cause or Mr. Lawton for good reason. The award agreement for the Retention PSU Award provides that such PSUs will vest pro-rata based on actual performance through the termination date upon his termination by the Company due to death, disability, without cause, or by Mr. Lawton for good reason prior to his satisfying the age and service requirements for retirement.
Payments to Certain Other Named Executive Officers
If the employment of any of the Named Executive Officers (other than Mr. Lawton, whose rights and obligations are described above) is voluntarily or involuntarily terminated, no additional payments or benefits will accrue or be paid other than what has accrued and is
79
Table of Contents
vested under the benefit plans discussed above in this Proxy Statement included under the headings “Compensation Discussion and Analysis” and “2025 Non-Qualified Deferred Compensation” or the benefits payable pursuant to the Named Executive Officers’ change in control agreements, as described below.
Payments to Be Made Upon a Change in Control
The Company has entered into Change in Control Agreements with each of the Named Executive Officers (the “Change in Control Agreements”). Other than as described below, the terms of the Change in Control Agreements with all the Named Executive Officers are substantially similar. The term of the Change in Control Agreements continues through February 28, 2029 and is automatically extended for successive one-year terms on March 1 of each calendar year unless the Company provides at least 60 days’ written notice of non-extension to the Named Executive Officer. If a Change in Control occurs during the term, the term of such agreements will expire no earlier than the second anniversary of the occurrence of such Change in Control. Pursuant to these Change in Control Agreements, if an executive’s employment is terminated within two years following a change in control by the Company without cause (and other than due to the executive’s death or disability) or by the executive for good reason the executive will receive:
| • | the equivalent of 1.5x (2.0x with respect to Mr. Lawton) the sum of the Named Executive Officer’s base salary as in effect immediately prior to the date of termination and the Named Executive Officer’s target annual bonus opportunity for the fiscal year in which the date of termination occurs or the fiscal year in which the Change in Control occurs, whichever is higher, payable in a lump sum; |
| • | a lump sum payment, in cash, equal to the estimated cost of existing life, disability and medical benefits for the executive and his or her dependents for a period of two years beyond the date of termination; |
| • | outplacement services not to exceed $40,000; and |
| • | a pro-rata portion of the executive’s annual bonus for the year in which the termination occurs, based on the greater of target and projected performance as of the date of termination, in cash. |
The Change in Control Agreements also provide that (except to the extent that more favorable treatment is provided under the applicable award agreement or transaction documents executed in connection with the Change in Control):
| • | the stock options outstanding at the date of termination will become fully vested and continue to be exercisable until the earlier of (i) the second anniversary of the date of termination and (ii) the otherwise applicable expiration date of the term of such option; |
| • | the RSUs and other equity-based awards outstanding at the date of termination will become fully vested; and |
| • | any awards subject to performance-vesting conditions will be settled assuming a “target” level of performance shall have been achieved. |
In the Change in Control Agreements, the Named Executive Officers (other than Mr. Lawton) have agreed, during their employment with the Company and for a period of 18 months following termination of employment by the Company after a change in control, not to compete with the Company’s business, solicit or hire any of the Company’s team members, disparage the Company, or disclose any confidential information or trade secrets of the Company. Pursuant to the terms of his Change in Control Agreement, Mr. Lawton has agreed, for a period of 24 months following termination of employment by the Company after a change in control, not to compete with the Company’s business, solicit or hire any of the Company’s team members, disparage the Company, or disclose any confidential information or trade secrets of the Company.
Any amounts paid to the Named Executive Officers (including Mr. Lawton) under the Change in Control Agreements will be reduced to the maximum amount that could be paid without being subject to the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code, but only if the after-tax benefit of the reduced amount is higher than the after-tax benefit of the unreduced amount.
Pursuant to the Change in Control Agreements, a change in control is generally deemed to occur upon (i) any person acquiring ownership of the securities of the Company representing more than 35% of the combined voting power of the Company; (ii) any change in the majority of the Board of Directors during any 24-month period during the term; (iii) consummation of a reorganization, merger or consolidation of the Company whereby 50% or more of the combined voting power of the then outstanding shares of the Company changes; or (iv) a sale or disposition of all or substantially all of the assets of the Company (unless such sales do not result in a change in the proportional ownership existing immediately prior to such sale or disposition), or the approval by our stockholders of a complete liquidation or dissolution of the Company.
80
Table of Contents
Pursuant to the award agreements under which the Named Executive Officers have been granted PSUs, if the entity surviving a change in control of the Company assumes the PSUs, the PSUs will be eligible to vest at the target amount on the applicable vesting date(s) if the change in control occurs prior to the end of the performance period or the remaining number of PSUs will continue to vest on the applicable vesting date(s) if the change in control occurs after the end of the performance period, provided that if the Named Executive Officer’s employment is terminated without cause by the successor, by the Named Executive Officer for good reason or as a result of the Named Executive Officer’s death, disability, retirement or early retirement (each as defined in the award agreement) within one year following the change in control, all such PSUs will vest and be released to the Named Executive Officer. In the event that the successor does not assume the award, a number of PSUs equal to the target award in the event the performance period has not ended, or the actual number of PSUs that would have vested on each vesting date following the performance period if the change in control occurs after the performance period has ended, will vest as of the effective date of the change in control.
Termination and Other Payments Assuming December 27, 2025 Trigger Date
The table immediately following shows potential payments to our Named Executive Officers for various scenarios involving a change in control or termination of employment, assuming a December 27, 2025 termination 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) |
$ | — | $ | — | $ | 2,700,000 | $ | — | $ | 2,700,000 | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-equity incentive |
— | — | 2,875,500 | (3) | — | 6,075,000 | (4) | 1,635,837 | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options, RSUs and PSUs |
— | — | 7,535,805 | (6) | — | 37,664,354 | (7) | 23,237,371 | (8) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health and welfare benefits (9) |
— | — | 54,024 | — | 54,024 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Life insurance benefits (10) |
— | — | — | — | 3,830 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outplacement services (11) |
— | — | — | — | 40,000 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
$ | — | $ | — | $ | 13,165,329 | $ | — | $ | 46,537,208 | $ | 24,873,208 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kurt D. Barton |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Base salary (2) |
$ | — | $ | — | $ | — | $ | — | $ | 1,200,000 | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-equity incentive |
— | — | — | — | 1,700,000 | (4) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options, RSUs and PSUs |
— | — | — | — | 3,643,960 | (7) | 2,833,797 | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health and welfare benefits (9) |
— | — | — | — | 62,724 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Life insurance benefits (10) |
— | — | — | — | 3,830 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outplacement services (11) |
— | — | — | — | 40,000 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
$ | — | $ | — | $ | — | $ | — | $ | 6,650,514 | $ | 2,833,797 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Robert D. Mills |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Base salary (2) |
$ | — | $ | — | $ | — | $ | — | $ | 1,125,000 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-equity incentive |
— | — | — | — | 1,406,250 | (4) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options, RSUs and PSU |
— | — | — | — | 2,857,956 | (7) | 2,263,888 | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health and welfare benefits (9) |
— | — | — | — | 62,105 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Life insurance benefits (10) |
— | — | — | — | 3,830 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outplacement services (11) |
— | — | — | — | 40,000 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
$ | — | $ | — | $ | — | $ | — | $ | 5,495,141 | $ | 2,263,888 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| J. Seth Estep |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Base salary (2) |
$ | — | $ | — | $ | — | $ | — | $ | 1,110,000 | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-equity incentive |
— | — | — | — | 1,387,500 | (4) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options, RSUs and PSU |
— | — | — | — | 2,265,719 | (7) | 1,833,529 | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health and welfare benefits (9) |
— | — | — | — | 57,292 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Life insurance benefits (10) |
— | — | — | — | 3,830 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outplacement services (11) |
— | — | — | — | 40,000 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
$ | — | $ | — | $ | — | $ | — | $ | 4,864,341 | $ | 1,833,529 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
81
Table of Contents
| 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 | ||||||||||||||||||||||||
| John P. Ordus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| Base salary (2) |
$ | — | $ | — | $ | — | $ | — | $ | 1,012,500 | $ | — | ||||||||||||||||||
| Non-equity incentive |
— | — | — | — | 1,265,625 | (4) | — | |||||||||||||||||||||||
| Stock options, RSUs and PSUs |
— | — | — | — | 2,042,756 | (7) | 1,610,567 | (8) | ||||||||||||||||||||||
| Health and welfare benefits (9) |
— | — | — | — | 61,579 | — | ||||||||||||||||||||||||
| Life insurance benefits (10) |
— | — | — | — | 3,830 | — | ||||||||||||||||||||||||
| Outplacement services (11) |
— | — | — | — | 40,000 | — | ||||||||||||||||||||||||
|
|
$ | — | $ | — | $ | — | $ | — | $ | 4,426,290 | $ | 1,610,567 | ||||||||||||||||||
| (1) | These termination provisions reflect the potential payouts for Mr. Lawton based on his employment agreement. |
| (2) | Amounts reflect the contractual multiple of base salary based on the corresponding scenario. Mr. Lawton is entitled to 2.0x base salary by his employment agreement and by his Change in Control Agreement. The other Named Executive Officers are entitled to 1.5x base salary under their respective Change in Control Agreements. |
| (3) | Amount reflects two times Mr. Lawton’s cash bonus target for fiscal 2025, multiplied by the average bonus percentage applied to the other executive officers’ target bonuses for the prior three fiscal years as set forth in the CIP. |
| (4) | Amounts reflect the sum of (a) the contractual multiple (2.0 for Mr. Lawton and 1.5 for the other Named Executive Officers) times the Named Executive Officer’s target annual bonus for the year in which the termination occurs and (b) the greater of the Named Executive Officer’s target and projected actual level of performance measured as of the termination date, prorated based on termination date, which is assumed herein to be December 26, 2025 (the last business day of the fiscal year). |
| (5) | Amount reflects Mr. Lawton’s fiscal 2025 cash bonus payable under the 2025 CIP, prorated based on termination date, which is assumed herein to be December 26, 2025 (the last business day of the fiscal year). |
| (6) | Amounts include the value of Mr. Lawton’s unvested options that would have vested within 12 months of December 27, 2025 computed by multiplying (i) the difference between (a) $51.39, the closing price of a share of our Common Stock on December 26, 2025, the last trading day of fiscal 2025 and (b) the exercise price per share for each option by (ii) the number of unvested shares subject to that option. Amounts also include (i) unvested RSUs that would have vested within 12 months of December 27, 2025 and (ii) unvested PSUs, in each case, valued at $51.39, the closing price of a share of our Common Stock on December 26, 2025, the last trading day of fiscal 2025. The amounts in this column include PSUs for which the performance conditions have not been satisfied, and for which the performance period has not been completed. The PSU amounts included reflect the actual achievement of 0% of target value for the PSUs granted to Mr. Lawton in fiscal 2023 and the target value for the PSUs granted to Mr. Lawton in fiscal 2025 and fiscal 2024, and pro-rated for period of service during the performance period. The actual number of shares issued for the PSUs granted in fiscal 2025 and fiscal 2024, if any, may be higher or lower than the target based on actual achievement levels relative to the performance objectives and are also subject to a relative TSR modifier. Refer to “Compensation Discussion and Analysis – Long-Term Incentive Compensation: Performance Share Units” for additional information regarding our PSU grants. |
| (7) | Amounts include the value of unvested options computed by multiplying (i) the difference between (a) $51.39, the closing price of a share of our Common Stock on December 26, 2025, the last trading day of fiscal 2025 and (b) the exercise price per share for each option by (ii) the number of unvested shares subject to that option. Amounts also include unvested RSUs and PSUs valued at $51.39, the closing price of a share of our Common Stock on December 26, 2025, the last business day of fiscal 2025 and based on target performance with respect to PSUs. The actual number of shares issued for these PSUs, if any, may be higher or lower than the target based on actual achievement levels relative to the performance objectives and, for PSUs granted in fiscal 2025 and fiscal 2024, subject to a relative TSR modifier. Refer to “Compensation Discussion and Analysis – Long-Term Incentive Compensation: Performance Share Units” for additional information regarding our PSU grants. |
| (8) | Amounts include the value of unvested options computed by multiplying (i) the difference between (a) $51.39, the closing price of a share of our Common Stock on December 26, 2025, the last trading day of fiscal 2025 and (b) the exercise price per share for each option by (ii) the number of unvested shares subject to that option. Amounts also include unvested RSUs and PSUs valued at $51.39, the closing price of a share of our Common Stock on December 26, 2025, the last business day of fiscal 2025. The amounts reflected for the PSUs granted to the Named Executive Officers in fiscal 2023 reflect the actual achievement of 0% of target value. The amounts in this column also include PSUs granted to the Named Executive Officers in fiscal 2025 and fiscal 2024 for which the performance conditions have not been satisfied, and for which the performance period has not been completed. In such instance, the PSU amounts included reflect the target values and, in the case of the Retention PSU Award that was granted to Mr. Lawton, pro-rated based on service through the assumed termination date. The actual number of shares issued for the PSUs granted in fiscal 2025 and fiscal 2024, if any, may be higher or lower than the target based on actual achievement levels relative to the performance objectives and are also subject to a relative TSR modifier. Refer to “Compensation Discussion and Analysis—Long-Term Incentive Compensation: Performance Share Units” for additional information regarding our PSU grants. |
82
Table of Contents
| (9) | Amount reflects the Company’s current aggregate total cost for continuation of insurance benefits (e.g., medical, dental, vision and disability) for the contractual duration of the respective agreements. |
| (10) | Amount reflects the Company’s current aggregate total cost for continuation of insurance benefits (e.g., life, AD&D) for the contractual duration of the respective agreements. |
| (11) | Amount assumes the maximum for outplacement services allowed under the respective change in control agreements. |
83
Table of Contents
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 3, 2025), consistent with past practice. A total of 51,460 team members were employed on that date. Compensation was measured over the 12-month period beginning on January 1, 2025 and ending on December 31, 2025. The Company’s workforce is comprised of approximately 50% full-time and 50% 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 3, 2025, 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 and life insurance premiums, which were calculated using internal payroll records. Compensation was measured over the 12-month period beginning on January 1, 2025 and ending on December 31, 2025.
SEC Pay Ratio: Mr. Lawton had fiscal 2025 annual total compensation of $32,277,194, as reflected in the 2025 Summary Compensation Table included in this Proxy Statement. The median team member’s annual total compensation for fiscal 2025 that would be reportable in the Summary Compensation Table was $24,376. As a result, the fiscal 2025 CEO pay ratio is 1,324:1.
Alternative Pay Ratio: As discussed above, Mr. Lawton was granted the Retention Equity Awards in November 2025 because the Compensation and Human Capital Committee determined that it was in the best interests of the Company and its stockholders to create a performance and retentive incentive for Mr. Lawton in order to retain a relatively young and high-performing chief executive officer who has the potential for being a highly-sought after candidate for similar positions at other large retailers with whom we compete for executive talent and to further align his incentives with the Company’s Life Out Here 2030 strategy. In accordance with SEC disclosure rules, the full grant date fair values of the Retention Equity Awards is included in Mr. Lawton’s annual total compensation used for purposes of calculating the SEC pay ratio reflected above. The Company has also calculated an alternative pay ratio that excludes the value of Mr. Lawton’s Retention Equity Awards, which we believe reflects a more appropriate comparison of Mr. Lawton’s annual total compensation to that of our median team member. Under the alternative pay ratio calculation, we deducted the grant date fair value of the Retention Equity Awards from the fiscal 2025 total compensation reported in the 2025 Summary Compensation Table. When calculated in this manner, Mr. Lawton’s adjusted fiscal 2025 compensation is $12,277,334, and the alternative pay ratio of the annual total compensation of Mr. Lawton to the median of the annual total compensation of all of our team members (other than our CEO) is estimated to be 504:1. This alternative pay ratio is not a substitute for the pay ratio calculated in accordance with the SEC disclosure rules, but the Company believes it is helpful in fully evaluating the ratio of Mr. Lawton’s annual total compensation to the median of the annual total compensation of all of our team members.
84
Table of Contents
Fiscal Year (1) |
Compensation Actually Paid to Lawton ($) (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) |
||||||||||||||||||||||||||||||
2025 |
$ | $ | ||||||||||||||||||||||||||||||
2024 |
$ | $ | ||||||||||||||||||||||||||||||
2023 |
$ | $ | ||||||||||||||||||||||||||||||
2022 |
$ | $ | ||||||||||||||||||||||||||||||
2021 |
$ | $ | ||||||||||||||||||||||||||||||
(1) |
served as the Principal Executive Officer (“PEO”) for the entirety of fiscal years 2021 through 2025 and the Company’s other Named Executive Officers for fiscal years 2021 through 2025 were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus. |
(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 Mr. Lawton 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. |
(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 Mr. Lawton 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. |
(4) |
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
(5) |
(6) |
Year |
Summary Compensation Table Total ($) |
Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($) |
Plus Fair Value at Fiscal Year-End ofOutstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($) |
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) |
Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) |
Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) |
Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) |
Equals Compensation Actually Paid ($) |
||||||||||||||||||||||||
Harry A. Lawton III |
||||||||||||||||||||||||||||||||
2025 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
2024 |
( |
) | ||||||||||||||||||||||||||||||
2023 |
( |
) | ||||||||||||||||||||||||||||||
2022 |
( |
) | ||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
Other Named Executive Officers (Average) |
||||||||||||||||||||||||||||||||
2025 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
2024 |
( |
) | ||||||||||||||||||||||||||||||
2023 |
( |
) | ||||||||||||||||||||||||||||||
2022 |
( |
) | ||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||
| • |
| • |
| • |
| • |
Name |
Grant Date |
Number of securities underlying the award |
Exercise price of the award ($/share) |
Grant date fair value of award |
Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material non-public information and thetrading day beginning immediately following the disclosure of material non-public information | ||||||||||||||||||||
| 2/12/2025 | $ | $ | |||||||||||||||||||||||
| 2/12/2025 | $ | $ | |||||||||||||||||||||||
| 2/12/2025 | $ | $ | |||||||||||||||||||||||
| 2/12/2025 | $ | $ | |||||||||||||||||||||||
| 2/12/2025 | $ | $ | |||||||||||||||||||||||
(1) |
On February 13, 2025, the Company filed a Form 8-K disclosing the declaration of a cash dividend. This percentage is calculated using the closing price of a share of the Company’s common stock on February 12, 2025 and February 14, 2025 of $55.87 and $57.14, respectively. |
Table of Contents
Related Party Transactions and Beneficial Ownership Information
Related Party Transactions
The Board has approved a written policy which provides that any transaction between the Company and any of its directors, director nominees, executive officers, or principal stockholders or affiliates thereof, in which any such person has or may have a direct or indirect material interest and the amount involved in such transaction exceeds $120,000, must be approved by the Audit Committee.
Since the beginning of the Company’s last fiscal year, we are not aware of any transactions in which the Company or any of its subsidiaries was or will be a participant and in which any persons deemed to be “related persons” for purposes of Item 404(a) of Regulation S-K under the Exchange Act (“Item 404(a)”) had or will have a direct or indirect material interest that require disclosure under Item 404(a).
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Table of Contents
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information with respect to the beneficial ownership of each person who is known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock, as of March 16, 2026. The information in the table and the related notes are based on statements filed by the respective beneficial owners with the SEC pursuant to Sections 13(d) and 13(g) under the Exchange Act.
| Name of Beneficial Owner |
Number of Shares |
Percent of Class (1) |
||||||
| The Vanguard Group (2) |
|
64,022,615 |
|
|
12.2 |
% | ||
| BlackRock, Inc. (3) |
|
48,193,100 |
|
|
9.2 |
% | ||
| (1) | Percentages calculated are based upon the Company’s Common Stock outstanding as of March 16, 2026. |
| (2) | Based solely on information set forth in Schedule 13G/A filed with the SEC on February 13, 2024 and adjusted for the Company’s five-for-one stock split effective December 19, 2024, these shares are owned by accounts for which The Vanguard Group serves as investment advisor. Such Schedule 13G/A indicated that The Vanguard Group had sole power to vote zero shares, shared voting power for 144,532 shares (722,660 shares on a split-adjusted basis), sole dispositive power for 12,339,126 shares (61,695,630 shares on a split-adjusted basis) and shared dispositive power for 465,397 shares (2,326,985 shares on a split-adjusted basis). The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355. |
| (3) | Based solely on information set forth in Schedule 13G/A filed with the SEC on January 25, 2024 and adjusted for the Company’s five-for-one stock split effective December 19, 2024, BlackRock, Inc. had sole power to vote 8,804,784 shares (44,023,920 shares on a split-adjusted basis) and sole dispositive power with regard to 9,638,620 shares (48,193,100 shares on a split-adjusted basis). BlackRock, Inc.’s address is 50 Hudson Yards, New York, NY 10001. |
91
Table of Contents
Security Ownership of Directors and Management
The following table sets forth certain information with respect to the beneficial ownership of the Company’s Common Stock as of March 16, 2026, except as otherwise footnoted, by (i) each director or person nominated to be a director, (ii) each Named Executive Officer, (iii) other directors and officers, and (iv) all directors and executive officers of the Company as a group. The determinations of “beneficial ownership” of the Common Stock are based upon responses to Company inquiries that cited Rule 13d-3 under the Exchange Act. Such rule provides that shares shall be deemed to be “beneficially owned” where a person has, either solely or in conjunction with others, the power to vote or to direct the voting of shares, and/or the power to dispose, or to direct the disposition, of shares; or where a person has the right to acquire any such beneficial ownership within 60 days after the date of determination. Except as disclosed in the notes to the table, each named person has sole voting and investment power with respect to the number of shares shown as beneficially owned by such person.
| Name of Beneficial Owner |
Number of Shares |
Number of Option Shares, PSUs and RSUs (1) |
Number of Vested Deferred RSUs (2) |
Total Shares, PSUs and |
Percent of Class (3) |
|||||||||||||||
| Kurt D. Barton |
|
45,069 |
|
|
497,193 |
|
|
— |
|
|
542,262 |
|
|
* |
| |||||
| Joy Brown |
|
5,130 |
|
|
3,213 |
|
|
7,245 |
|
|
15,588 |
|
|
* |
| |||||
| Rick Cardenas |
|
20,565 |
|
|
3,213 |
|
|
11,507 |
|
|
35,285 |
|
|
* |
| |||||
| J. Seth Estep |
|
67,953 |
|
|
58,785 |
|
|
— |
|
|
126,738 |
|
|
* |
| |||||
| Meg Ham |
|
6,264 |
|
|
3,213 |
|
|
3,536 |
|
|
13,013 |
|
|
* |
| |||||
| André Hawaux |
|
6,360 |
|
|
3,213 |
|
|
— |
|
|
9,573 |
|
|
* |
| |||||
| Denise L. Jackson |
|
500 |
|
|
3,213 |
|
|
27,410 |
|
|
31,123 |
|
|
* |
| |||||
| Ramkumar Krishnan |
|
20,595 |
|
|
3,213 |
|
|
37,261 |
|
|
61,069 |
|
|
* |
| |||||
| Harry A. Lawton III |
|
384,999 |
|
|
1,164,685 |
|
|
— |
|
|
1,549,684 |
|
|
* |
| |||||
| Robert D. Mills |
|
110,767 |
|
|
49,803 |
|
|
— |
|
|
160,570 |
|
|
* |
| |||||
| Edna K. Morris |
|
310,420 |
|
|
5,161 |
|
|
24,980 |
|
|
340,561 |
|
|
* |
| |||||
| John P. Ordus |
|
88,252 |
|
|
115,858 |
|
|
— |
|
|
204,110 |
|
|
* |
| |||||
| Sonia Syngal |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
* |
| |||||
| Mark J. Weikel |
|
39,950 |
|
|
3,213 |
|
|
— |
|
|
43,163 |
|
|
* |
| |||||
| Other directors / officers (4 persons) |
|
73,544 |
|
|
145,881 |
|
|
4,640 |
|
|
224,065 |
|
|
* |
| |||||
| All directors and executive officers as a group (18 persons) |
|
1,180,368 |
|
|
2,059,857 |
|
|
116,579 |
|
|
3,356,804 |
|
|
* |
| |||||
| * | Less than 1% of outstanding Common Stock. |
| (1) | Reflects the number of shares that could be purchased by exercise of options exercisable on March 16, 2026 or within 60 days of March 16, 2026 and the number of shares underlying RSUs and PSUs which vest within 60 days of March 16, 2026. |
| (2) | Reflects the number of RSUs that have satisfied the related vesting requirements, but the receipt of the shares has been deferred to a later date. |
| (3) | Pursuant to the rules of the SEC, shares of Common Stock that an individual owner has a right to acquire within 60 days pursuant to the exercise of stock options or vesting of RSUs and PSUs are deemed to be outstanding for the purpose of computing the ownership of that owner and for the purpose of computing the ownership of all directors and executive officers as a group, but are not deemed outstanding for the purpose of computing the ownership of any other owner. |
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Stockholder Proposals and Nominations
Stockholders who desire to submit to the Company proposals for possible inclusion in the Company’s proxy materials for the 2027 Annual Meeting of Stockholders must submit such proposals in writing by November 27, 2026 to the Corporate Secretary of the Company at 5401 Virginia Way, Brentwood, Tennessee 37027. Such submissions must comply with the requirements set forth in Rule 14a-8 of the Exchange Act.
For a stockholder proposal or nomination of one or more director candidates that is not intended to be included in the Company’s proxy materials but is intended to be raised by the stockholder from the floor at the 2027 Annual Meeting of Stockholders, the stockholder must provide notice of intention to bring such business or nomination before the meeting no later than February 14, 2027, and no earlier than January 15, 2027. Such notice must comply with the requirements set forth in our Bylaws.
A stockholder’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement and ballot pursuant to Section 1.2 of our Bylaws must be received by the Corporate Secretary of the Company in writing at the above address no earlier than October 28, 2026 and no later than November 27, 2026, and must otherwise comply with the requirements set forth in our Bylaws.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
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Other Matters
Availability of Annual Report to Stockholders
A copy of the Company’s Annual Report on Form 10-K for fiscal 2025 has been posted online, along with this proxy statement, each of which is accessible by following the instructions in the Notice. The Annual Report is not incorporated into this proxy statement and is not considered proxy-soliciting materials.
The Company filed its Annual Report on Form 10-K with the SEC on February 19, 2026. We will mail, without charge, upon written request, a copy of our Annual Report on Form 10-K for fiscal 2025, without exhibits. Please send a written request to Investor Relations, Tractor Supply Company, 5401 Virginia Way, Brentwood, Tennessee 37027, or complete the request form on the investor relations page of our website at https://www.TractorSupply.com.
Other Business
The Board does not intend to present any business at the Annual Meeting other than the items stated in the “Notice of Annual Meeting of Stockholders” and knows of no other business to be presented for action at the meeting. If, however, any other business should properly come before the meeting or any continuations or adjournments thereof, it is intended that the proxy will be voted with respect thereto in accordance with the best judgment and discretion of the persons named in the proxy.
As noted elsewhere in our proxy statement, stockholders may, pursuant to applicable law and the procedures and requirements of the Bylaws, directly nominate candidates to stand for election to the Board by stockholders, and the Company respects such stockholder rights. The Corporate Governance Guidelines of the Company also note that the Corporate Governance Committee will also consider stockholder recommendations of qualified nominees when such nominees are submitted in accordance with the Bylaws.
In response to a stockholder proposal received by the Company that the proponent confirmed was not prompted by any specific concerns regarding the Company or the Board, the Company has confirmed, in connection with such proposal being withdrawn following constructive engagement, that it will not, without stockholder consent, adopt new amendments to such Bylaw provisions that would expressly:
| (1) | require nominating investment fund stockholders to disclose the confidential identities of their less than five percent “passive” third-party limited partners (if any) who are not otherwise involved in the nomination, campaign, or the Company solely on account of such member’s economic interests in the nominating fund; or |
| (2) | require nominating stockholders to disclose unrelated information regarding their confidential future plans for nominating other candidates to other public company boards or prior nominations of other candidates and proposals previously privately submitted to other public companies in the past; |
provided that if the Board, in its exercise of its fiduciary responsibilities, deems it to be in the best interests of the Company and its stockholders to adopt such a provision without the delay that could come from the time reasonably anticipated to seek a stockholder vote, the Board will publicly disclose such Bylaw amendment in accordance with applicable law and either subsequently submit such Bylaw provision to stockholders for ratification or cause such new Bylaw requirement to expire within one year.
Costs of Solicitation
In addition to solicitation by mail, certain of the Company’s directors, officers, and regular team members, without additional compensation, may also solicit proxies personally or by telephone. The costs of such solicitation will be borne by the Company. The Company will also make arrangements with brokerage houses, custodians, and other nominees to send proxy materials to the beneficial owners of shares of the Company’s Common Stock held in their names, and the Company will reimburse them for their related postage and clerical expenses.
Householding
If you are a beneficial owner of shares of Common Stock, your bank, broker, or other nominee may deliver a single set of proxy materials to any household at which two or more stockholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials stockholders receive and reduces mailing expenses.
Stockholders may revoke their consent to future householding mailings or enroll in householding by contacting their bank, broker, or other nominee. Alternatively, if you wish to receive a separate set of proxy materials for the 2026 Annual Meeting of Stockholders or future stockholder meetings, please contact: Tractor Supply Company, 5401 Virginia Way, Brentwood, Tennessee 37027, Attention:
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Investor Relations Dept., Telephone: (615) 440-4000. We will deliver the requested documents to you promptly upon receipt of your request.
Website References
This proxy statement includes several website addresses and references to additional materials found on those websites, including our stewardship reporting. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this proxy statement or any of the Company’s other SEC filings.
Forward-Looking Statements
This proxy statement and statements included or incorporated by reference in this proxy statement include certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as sales and earnings growth, new store growth, estimated results of operations in future periods (including, but not limited to, net sales, comparable store sales, operating margins or operating margin rates, net income, and earnings per diluted share), the declaration and payment of dividends, the timing and amount of share repurchases, future capital expenditures (including their amount and nature) and acquisitions, business strategy, expansion and growth of our business operations, and other such matters, are forward-looking statements. Forward-looking statements are usually identified by or are associated with such words as “will,” “intend,” “would,” “expect,” “continue,” “believe,” “anticipate,” “optimistic,” “forecasted,” and similar terminology. To take advantage of the safe harbor provided by the Act, we have identified certain factors in Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K which may cause actual results to differ materially from those expressed in any forward-looking statements. These “Risk Factors” may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the SEC.
Forward-looking statements made by or on behalf of the Company are based on our knowledge of our business and the environments in which we operate and currently available information and are based on our current expectations and projections about future events. We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
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C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT LINE SACKPACK 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) ADD 1 Votes submitted electronically must be 000001 ADD 2 received by 9:00 am, Eastern Time, on ADD 3 May 14, 2026. ADD 4 ADD 5 Online ADD 6 Go to www.envisionreports.com/TSCO or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. www.envisionreports.com/TSCO 2026 Annual Stockholders’ Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals - The Board of Directors recommend a vote FOR all the nominees listed on Proposal 1 and FOR Proposals 2 – 3. 1. To elect the ten director nominees named in the proxy statement to serve a one-year term ending at the 2027 Annual Meeting of Stockholders For Against Abstain For Against Abstain For Against Abstain 01 - Joy Brown 02-Ricardo Cardenas 03-Meg Ham 4 - André Hawaux 05-Denise L. Jackson 06-Ramkumar Krishnan 7 - Edna K. Morris 08-Sonia Syngal 09-Mark J. Weikel 10 - Harry A. Lawton III For Against Abstain For Against Abstain 2. To ratify the appointment of Ernst & Young LLP as the 3. To approve, on a non-binding, advisory basis, the compensation Company’s independent registered public accounting firm for of the named executive officers of the Company (Say on Pay) the fiscal year ending December 26, 2026 B Authorized Signatures - This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM 1 UPX 684324 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 04960C
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2026 Annual Meeting of Tractor Supply Company Stockholders The 2026 Annual Meeting of Stockholders of Tractor Supply Company will be held on May 14, 2026 at 8:00 am CT, virtually via the Internet at https://meetnow.global/M2USMND. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The Notice of Annual Meeting, 2026 Proxy Statement and Annual Report/10-K are available at: www.envisionreports.com/TSCO Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/TSCO IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy-Tractor Supply Company This Proxy is Solicited on Behalf of the Board of Directors of Tractor Supply Company for the 2026 Annual Meeting of Stockholders on May 14, 2026 Thomas Sabatino and Phil Codington, each of them as proxy and attorney-in-fact and with full power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess, if personally present, at the Annual Meeting of Stockholders of Tractor Supply Company to be held on May 14, 2026 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR all the nominees listed on Proposal 1 and FOR Proposals 2 – 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Proposals to be voted appear on reverse side) C Non-Voting Items Change of Address - Please print new address below. Comments - Please print your comments below.
FAQ
What proposals are on the ballot at Tractor Supply’s 2026 TSCO annual meeting?
Who is eligible to vote at Tractor Supply (TSCO)’s 2026 annual meeting?
How did Tractor Supply (TSCO) perform financially in 2025 according to the proxy?
What executive compensation approach does Tractor Supply (TSCO) describe in the proxy?
How does Tractor Supply (TSCO) describe Board independence and diversity?
What workforce and community initiatives does Tractor Supply (TSCO) highlight?
