Boot Barn Holdings, Inc.
Boot Barn Holdings, Inc. in a DEF 14A on 07/15/2021   Download
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

BOOT BARN HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


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Proxy Statement for Annual Meeting of Stockholders


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July 15, 2021

Dear Fellow Boot Barn Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Boot Barn Holdings, Inc., which will be held at Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618, on Wednesday, August 25, 2021, at 11:30 a.m. local time.

At the Annual Meeting, we will ask you to elect all nine members of our board of directors; vote on a non-binding advisory proposal to approve the compensation paid to our named executive officers for fiscal 2021 (commonly referred to as “say-on-pay”); approve an amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) to amend the aggregate limit on the value of awards that may be granted under the 2020 Plan to each of our non-employee directors in any fiscal year; ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2022 fiscal year; and consider such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

We have elected to provide access to the proxy materials over the internet, other than to those stockholders who request a paper copy, under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail, in accordance with the instructions included in the Proxy Statement.

On behalf of the board of directors, we would like to thank you for your continued interest and investment in Boot Barn Holdings, Inc.

Sincerely,

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James G. Conroy

President and Chief Executive Officer


BOOT BARN HOLDINGS, INC.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:

Wednesday, August 25, 2021 at 11:30 a.m. local time.

Place:

Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618.

Items of Business:

(1)

To elect nine directors to serve until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

(2)

(3)

To vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for fiscal 2021 (“say-on-pay”).

To approve an amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) to amend the aggregate limit on the value of awards that may be granted under the 2020 Plan to each of our non-employee directors in any fiscal year.

(4)

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 26, 2022.

(5)

To consider such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Adjournments and

Postponements:

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date:

Holders of record of our common stock as of the close of business on July 1, 2021 will be entitled to notice of, and to vote at, the Annual Meeting.

Voting:

Your vote is very important. All stockholders as of the record date are cordially invited to attend the Annual Meeting and vote in person. To assure your representation at the Annual Meeting, however, we urge you to vote by proxy as promptly as possible over the Internet or by phone as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. You may vote in person at the Annual Meeting even if you have previously returned a proxy.

By Order of the board of directors,

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Gregory V. Hackman
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about July 15, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be held on August 25, 2021.

This proxy statement and our 2021 Annual Report to Stockholders, are available at http://investor.bootbarn.com.


TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

GENERAL INFORMATION

CORPORATE GOVERNANCE

Our Board

Board Structure

Board Leadership Structure

The Board’s Role in Risk Oversight

Board Participation

10 

Board Committees

10 

Identifying and Evaluating Director Candidates

12 

Board Diversity

12 

Environmental, Social and Governance (ESG) Matters

12 

Availability of Corporate Governance Information

13 

Communications with our Board of Directors

13 

PROPOSAL 1: ELECTION OF DIRECTORS

14 

DIRECTOR COMPENSATION

14 

EXECUTIVE OFFICERS

16 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

17 

COMPENSATION COMMITTEE REPORT

17 

COMPENSATION DISCUSSION AND ANALYSIS

18 

EXECUTIVE COMPENSATION

27 

CEO PAY RATIO

40 

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

40 

PROPOSAL 3: APPROVAL OF AMENDMENT TO THE BOOT BARN HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN

42 

REPORT OF THE AUDIT COMMITTEE

48 

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

49 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

49 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

51 

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

53 

OTHER MATTERS

53 

ANNEX A

A-1 


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.

Annual Meeting of Stockholders

Date:

Wednesday, August 25, 2021

Time:

11:30 a.m., local time

Location:

Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618

Record Date:

July 1, 2021

Voting:

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote.

Proposals and Voting Recommendations

Voting Methods

You can vote in one of four ways:

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Visit www.envisionreports.com/BOOT to vote VIA THE INTERNET

Call 1-800-652-VOTE (8683) to vote BY TELEPHONE

If you have requested the proxy materials by mail, sign, date and return your proxy card in the prepaid enclosed envelope to vote BY MAIL

Attend the Annual Meeting to vote IN PERSON

To reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage stockholders to vote via the Internet or by telephone, both of which are available 24 hours a day, seven days a week, until 5:00 p.m. Central Time on August 24, 2021. Stockholders may revoke their proxies at the times and in the manners described on page 4 of this proxy statement.

If your shares are held in “street name” through a bank, broker or other holder of record, you will receive voting instructions from the holder of record that you must follow in order for your shares to be voted. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares.

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BOOT BARN HOLDINGS, INC.

15345 Barranca Pkwy.

Irvine, California 92618

2021 ANNUAL MEETING OF STOCKHOLDERS


GENERAL INFORMATION


This Proxy Statement and the enclosed form of proxy are solicited on behalf of Boot Barn Holdings, Inc., a Delaware corporation (referred to as our “Company”), by our board of directors for use at the 2021 Annual Meeting of Stockholders, (referred to as the “Annual Meeting”), and any postponements or adjournments thereof. The Annual Meeting will be held at Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618, on Wednesday, August 25, 2021 at 11:30 a.m. local time.

Internet Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission (referred to as the “SEC”) that allow companies to furnish their proxy materials over the Internet, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy statement and our 2021 Annual Report to most of our stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access those documents and vote over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials, including our proxy statement, our 2021 Annual Report, and a form of proxy card. We believe this process will allow us to provide our stockholders the information they need in a more timely manner, while reducing the environmental impact and lowering our costs of printing and delivering the proxy materials.

These proxy solicitation materials are being first released on or about July 15, 2021 to all stockholders entitled to vote at the Annual Meeting.

Record Date

Stockholders of record at the close of business on July 1, 2021, which we have set as the record date, are entitled to notice of and to vote at the Annual Meeting.

Number of Outstanding Shares

On the record date, there were 29,530,486 outstanding shares of our common stock, par value $0.0001 per share.

Requirements for a Quorum

The holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Each stockholder voting at the Annual Meeting, either in person or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the Annual Meeting.

Votes Required for Each Proposal

Assuming that a quorum is present, the vote required for each proposal is as follows.

Directors shall be elected by a plurality of the votes cast by shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Therefore, the nine nominees who receive the greatest number of affirmative votes cast shall be elected as directors. We do not have cumulative voting rights for the election of directors.

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The advisory vote on the compensation of our named executive officers for fiscal 2021 (commonly referred to as a “say-on-pay” proposal), the proposal to approve an amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) to amend the aggregate limit on the value of awards that may be granted under the 2020 Plan to each of our non-employee directors in any fiscal year (the “Plan Amendment Proposal”), and the proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of our Company for the fiscal year ending March 26, 2022 require the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

Although the say-on-pay proposal is non-binding, it will provide information to our compensation committee and our board of directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our compensation committee and our board of directors will consider when determining executive compensation for the years to come.

The vote on each matter submitted to stockholders is tabulated separately. ComputerShare Trust Company, N.A., or a representative thereof, will tabulate the votes.

Our Board’s Recommendation for Each Proposal

Our board of directors recommends that you vote your shares:

“FOR” each director nominee;

“FOR” the “say-on-pay” proposal;

“FOR” the Plan Amendment Proposal; and

“FOR” the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of our Company for the fiscal year ending March 26, 2022.

Voting Instructions

You may vote your shares by proxy by doing any one of the following: vote via the Internet at www.envisionreports.com/BOOT; call 1-800-652-VOTE (8683) to vote by telephone; or if you have requested the proxy materials by mail, sign, date and return your proxy or voting instruction card in the prepaid enclosed envelope to vote by mail. When a proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting as directed.

If a proxy card is properly executed and returned and no voting specification is indicated, the shares will be voted (1) “FOR” the election of each of the nine nominees for director set forth in this proxy statement, (2) “FOR” the “say-on-pay” proposal, (3) “FOR” the Plan Amendment Proposal, (4) “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of our Company for the fiscal year ending March 26, 2022, and (5) as the persons specified in the proxy deem advisable in their discretion on such other matters as may come before the Annual Meeting. As of the date of this proxy statement, we have received no notice of any such other matters.

If you attend the Annual Meeting, you may vote in person even if you have previously voted via the Internet or by phone or returned a proxy or voting instruction card by mail, and your in-person vote will supersede any vote previously cast.

Broker Non-Votes and Abstentions

If you are a beneficial owner of shares held in “street name” and do not provide the broker, bank, or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is commonly referred to as a “broker non-vote.”

The election of directors (“Proposal 1”), the say-on-pay proposal (“Proposal 2”) and the Plan Amendment Proposal (“Proposal 3”) are matters considered non-routine under applicable rules. Therefore, a broker, bank, or other nominee cannot vote without your instructions on Proposals 1, 2 or 3; as a result, there may be broker non-votes on Proposals 1, 2 or 3. For your vote to be

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counted on Proposals 1, 2 or 3, you will need to communicate your voting decisions to your broker, bank, or other nominee by the deadline specified in the voting instruction form using the voting instruction form provided by your broker, bank, or other nominee.

The ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 26, 2022 (“Proposal 4”) is a matter considered routine under applicable rules. A broker, bank, or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal 4.

Broker non-votes and abstentions each are counted for determining the presence of a quorum. The election of directors requires a plurality of votes cast. Neither broker non-votes nor any withhold votes in the election of directors will have any effect thereon. With respect to Proposals 2, 3 and 4, abstentions will have the same effect as votes “against” such proposal because they represent shares present and entitled to vote that are not voted in favor of such proposal. Broker non-votes will have no effect on Proposals 2 and 3 because they do not represent shares entitled to vote on such proposal. Broker non-votes are not applicable to Proposal 4, because Proposal 4 is a routine matter, as described above.

Revoking Proxies

Any stockholder giving a proxy may revoke the proxy at any time before its use by furnishing to us either a written notice of revocation or a duly executed proxy (via internet, telephone or mail) bearing a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Election Inspector

We have engaged ComputerShare Trust Company, N.A. to be the election inspector. Votes cast by proxy or in person at the Annual Meeting will be tabulated by such election inspector, who will determine whether a quorum is present. The election inspector will treat broker non-votes and abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, and as described in the “Broker Non-Votes and Abstentions” section of this proxy statement for purposes of determining the approval of any matter submitted to stockholders for a vote.

Voting Results

The final voting results from the Annual Meeting will be included in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.

Costs of Solicitation of Proxies

We will bear the cost of this proxy solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding proxy solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone or e-mail, without additional compensation. We do not expect to engage or pay any compensation to a third-party proxy solicitor.

Householding

We have adopted a procedure called “householding”, which has been approved by the SEC. Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet Availability of Proxy Materials, and as applicable, any additional proxy materials that are delivered. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or Annual Report or, if applicable, the printed proxy materials, please notify us by sending a written request to our Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618. Street name stockholders may contact their broker, bank or other nominee to request information about householding.

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Availability of our Filings with the SEC and Additional Information

Through our investor relations website, http://investor.bootbarn.com, we make available free of charge all of our SEC filings, including our proxy statements, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, as well as Form 3, Form 4, and Form 5 reports of our directors, officers, and principal stockholders, together with amendments to these reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 of the Securities Exchange Act of 1934, as amended (referred to as the “Exchange Act”). We will also provide upon written request, without charge to each stockholder of record as of the record date, a copy of our Annual Report on Form 10-K for the fiscal year ended March 27, 2021 as filed with the SEC. Any exhibits listed in the Form 10-K report also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Corporate Secretary at our executive offices set forth in this proxy statement.

All of our SEC filings can also be accessed through the SEC’s website, http://www.sec.gov.

The common stock of our Company is listed on the NYSE, and reports and other information on our Company can be reviewed at the office of the NYSE at 11 Wall Street, New York, NY 10005.

Information Deemed Not Filed

Our 2021 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our Company, but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act. The information contained in the “Compensation Committee Report” and “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Other Information

We report our results of operations on a 52- or 53-week fiscal year ending on the last Saturday in March, unless April 1 is a Saturday, in which case the fiscal year ends April 1. In a 52-week fiscal year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations and the fourth quarter includes fourteen weeks of operations. Our last three completed fiscal years ended on March 30, 2019, March 28, 2020 and March 27, 2021, were each 52-week periods. We refer to our fiscal years ended March 30, 2019, March 28, 2020 and March 27, 2021 as “fiscal 2019”, “fiscal 2020” and “fiscal 2021”, respectively.

As used in this proxy statement, unless the context otherwise requires, references to the “Company”, “Boot Barn”, “we”, “us” and “our” refer to Boot Barn Holdings, Inc. and, where appropriate, its subsidiaries.

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CORPORATE GOVERNANCE

Our Board

Our business and affairs are managed by our board of directors, which consists of nine members.

Peter Starrett


Chairman of the Board

Independent Director

Age: 73
Director since: 2011
Chairman since: 2012
Committees:
Compensation

Corporate Governance and
Nominating, Chairperson

Mr. Starrett has served as Chairman of the Board since 2012 and as a member of our board of directors since 2011. From May to November of 2012, Mr. Starrett served as our interim Chief Executive Officer. Mr. Starrett has over 30 years of experience in the retail industry. In 1998, Mr. Starrett founded Peter Starrett Associates, a retail advisory firm, and has served as its President since that time. From 1990 to 1998, Mr. Starrett served as the President of Warner Bros. Studio Stores Worldwide, a specialty retailer. Previously, he was Chairman and Chief Executive Officer at The Children’s Place, a specialty clothing retailer. Prior to that, he held senior executive positions at both Federated Department Stores and May Department Stores, each a department store retailer. Mr. Starrett serves on the board of directors of Floor & Decor Holdings, Inc. (NYSE, FND), a retailer of hard surface flooring. In addition, he is a member of the board of directors of several private companies. Previously, he was also Chairman of the Board of Pacific Sunwear, Inc., and served on the board of directors of hhgregg, Inc. Mr. Starrett received a bachelor’s degree from the University of Denver and received a master’s degree in business administration from Harvard University. We believe that Mr. Starrett is qualified to serve on our board of directors because of his extensive experience as an officer and director of both public and private companies in the retail industry.

Greg Bettinelli


Independent Director

Age: 49
Director since: 2012
Committee:
Compensation, Chairperson

Mr. Bettinelli has served as a member of our board of directors since 2012. Mr. Bettinelli has over 15 years of experience in the Internet and e-commerce industries. Since January 2014, Mr. Bettinelli has been a Partner with Upfront Ventures, a venture capital firm. From 2009 to 2013, Mr. Bettinelli was the Chief Marketing Officer for HauteLook, a leading online flash-sale retailer. From 2008 to 2009, Mr. Bettinelli was Executive Vice President of Business Development and Strategy at Live Nation, a ticketing business. From 2003 to 2008, Mr. Bettinelli held a number of leadership positions at eBay Inc., including Senior Director of Business Development at StubHub and Director of Event Tickets and Media. Mr. Bettinelli also previously served on the board of directors of hhgregg, Inc., a retailer of appliances and consumer electronics. Mr. Bettinelli received a bachelor’s degree from the University of San Diego and a master’s degree in business administration from Pepperdine University. We believe that Mr. Bettinelli is qualified to serve on our board of directors because of his extensive experience in online retail marketing and e-commerce.

Chris Bruzzo


Independent Director

Age: 51
Director since: 2021
Committee:

Compensation

Mr. Bruzzo joined our board of directors in April of 2021. Mr. Bruzzo currently serves as the Executive Vice President, Marketing, Commercial and Positive Play of Electronic Arts. Mr. Bruzzo has more than 15 years of experience working for global consumer brands, with extensive knowledge around marketing, brand management, digital strategy and communications. Amongst other roles, Mr. Bruzzo previously served as the Senior Vice President, Channel Brand Management for Starbucks Corporation from 2007 to 2014, Vice President, Marketing and Public Relations for Amazon.com Inc. from 2003 to 2006, and Assistant Vice President, Communications for Regence Blue Shield from 1998 to 2003. Mr. Bruzzo currently serves on the Board of Directors of Clif Bar & Company. Mr. Bruzzo is also the executive sponsor and advocate for Somos EA, Electronic Arts’ Latinx employee resource group, and is a member of the Latino Corporate Directors Association. Mr. Bruzzo holds a bachelor of arts degree in political science from Whitworth University. We believe that Mr. Bruzzo is qualified to serve on our board of directors because of his extensive experience working for global consumer brands.

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Eddie Burt


Independent Director

Age: 55
Director since: 2021
Committee:

Audit

Mr. Burt joined our board of directors in February of 2021. Mr. Burt currently serves as the Executive Vice President, Chief Supply Chain Officer of Big Lots Inc. (NYSE, BIG). Mr. Burt has over 30 years of experience in the retail industry with extensive knowledge around supply chain and real estate operations. Mr. Burt previously served as the Executive Vice President of Merchandising and Supply Chain for GNC from 2017 to 2018. Prior to that, Mr. Burt worked for PetSmart, Inc. from 2007 to 2015, beginning as Vice President of Distribution and progressing to Senior Vice President of Supply Chain with later movement to Senior Vice President of Real Estate and Development. From 2004 to 2007, he worked as the Director of Domestic Distribution for The Home Depot, Inc. From 1989 to 2004, Mr. Burt worked in various roles within Distribution at Mervyn’s Department Store, which included a two-year developmental assignment running asset protection. Mr. Burt holds a bachelor’s degree in business administration from Morehouse College in Atlanta, Georgia. We believe that Mr. Burt is qualified to serve on our board of directors because of his extensive experience in the retail industry.

James G. Conroy


Director

Age: 51
Director since: 2012

Mr. Conroy has been a director and our President and Chief Executive Officer since 2012. Prior to joining Boot Barn, Mr. Conroy was with Claire’s Stores, Inc. from 2007 to 2012 where Mr. Conroy served as Chief Operating Officer and Interim Co‑Chief Executive Officer in 2012, President from 2009 to 2012 and Executive Vice President from 2007 to 2009. Before joining Claire’s Stores, Inc., Mr. Conroy was also employed by Blockbuster Entertainment Group from 1996 to 1998, Kurt Salmon Associates from 2003 to 2005 and Deloitte Consulting in various capacities. Mr. Conroy serves on the board of directors of Party City Holdco Inc. (NYSE, PRTY), a vertically integrated supplier of decorated party goods, and also serves on the Foundation Board of Children’s Hospital of Orange County. Mr. Conroy received a bachelor’s degree in business management and marketing and a master’s degree in business administration from Cornell University. We believe Mr. Conroy is qualified to serve on our board of directors because of his expertise in the strategic and operational aspects of the retail industry, which he has gained working in the industry for more than 25 years.

Lisa G. Laube


Independent Director

Age: 58
Director since: 2018
Committees:
Compensation

Corporate Governance and
Nominating

Ms. Laube joined our board of directors in July of 2018. She is the President of Floor & Decor. She joined the company as Executive Vice President and Chief Merchandising Officer in 2012 and was promoted to President in February 2020. She is responsible for merchandising, marketing, training, e-commerce and store operations. From 2005 to 2011, Ms. Laube was President of Party City where she was responsible for merchandising, marketing and e-commerce and prior to that she was the company’s Chief Merchandising Officer. From 2002 to 2004, she was the Vice President of Merchandising for White Barn Candle Company, a division of Bath and Body Works. Prior to that, Ms. Laube worked from 1996 to 2002 at Linens ‘n Things beginning as a Buyer and progressing to General Merchandising Manager. From 1988 to 1996, she was a Buyer at Macy’s in the Textiles division. Ms. Laube began her career at Rich’s department store in the Executive Training Program. Ms. Laube also currently serves on the board of directors of Zoo Atlanta, a zoological park in Atlanta. She is also on the Dean’s Advisory Council for the University of Georgia Terry School of Business where she graduated in 1985 with a B.B.A. in Marketing. We believe that Ms. Laube is qualified to serve on our board of directors because of her extensive experience in merchandising, marketing and e-commerce.

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Anne MacDonald


Independent Director

Age: 65
Director since: 2018
Committees:
Audit

Corporate Governance and
Nominating

Ms. MacDonald joined our board of directors in May of 2018. Ms. MacDonald has over 30 years of experience across marketing disciplines and industries. She started her career in the advertising industry prior to moving to the corporate side in 1993 as VP Brand Management for PepsiCo’s Pizza Hut division. From 1997 to 2011, Ms. MacDonald held the position of Chief Marketing Officer at several Fortune 100 companies, including Citigroup, Macy’s and Travelers Insurance. Ms. MacDonald currently serves on the board of directors of British Insurer, Hiscox Inc. and previously served on the public boards of Catalina Marketing Corporation and Rentrak Corporation. Ms. MacDonald serves on the advisory boards of Tuckerman & Co., an e-commerce shirting company, and Chops Snacks, Inc., a premium beef jerky company. From 2014 to 2017 Ms. MacDonald worked as an advisor to Yale University’s start-up incubator, Yale Entrepreneurial Institute. Ms. MacDonald received her bachelor’s degree from Boston College and an MSc. from the University of Bath in England. We believe that Ms. MacDonald is qualified to serve on our board of directors because of her experience as a board member and over 30+ years of experience and insight in marketing, building enduring brands and developing and launching new products.

Brenda I. Morris


Independent Director

Age: 56
Director since: 2014
Committee:
Audit, Chairperson

Ms. Morris has been a member of our board of directors since 2014. Ms. Morris has over 35 years of experience in finance, accounting and operations roles concentrated in consumer products, food & beverage, retail and wholesale sectors. Since 2015, Ms. Morris has been a partner with CSuite Financial Partners, a financial executive services team. From 2016 to 2019, Ms. Morris was the CFO of Apex Parks Group, a company operating amusement parks and family entertainment centers. Ms. Morris previously served at Hot Topic, Inc., a specialty retailer, as Senior Vice President, Finance from 2015 to October 2016. Ms. Morris previously served as Chief Financial Officer for 5.11 Inc., a tactical gear and apparel wholesaler and retailer, from 2013 to 2015, as Chief Financial Officer for Love Culture, a young women’s fashion retailer, from 2011 to 2013, and as Chief Financial Officer for Icicle Seafoods, Inc., a premium seafood processor and distributor, from 2009 to 2011. Ms. Morris was also Chief Operating Officer and Chief Financial Officer of iFloor.com from 2007 to 2009, Chief Financial Officer at Zumiez Inc. from 2003 to 2007, and Director of Finance and Vice President/Chief Financial Officer at K2 Corporation from 1999 to 2003. Ms. Morris has served since 2015 on the board of directors for Duluth Holdings Inc. Ms. Morris also serves on the board of H & W Franchise Holdings, dba Xponential Fitness, a curator of boutique fitness brands, Ideal Image Development, Inc., a medical spa chain and Ideal Image Development, LLC, a health and wellness company. Ms. Morris also serves on the advisory board of Asarasi, Inc., a private tree water company, and she formerly served on the Pacific Lutheran University Board of Regents from 2011 until 2020. Ms. Morris is a board member for National Association of Corporate Directors, Pacific Southwest Chapter, serving California, Arizona and Nevada. Ms. Morris has served on several non-profit boards in various capacities during her career. Ms. Morris holds a NACD Directorship Certification, the leading-edge board certification on governance issues demonstrating a commitment to the profession of directorship. Ms. Morris is a CPA (inactive), Certified Management Accountant and Certified Global Management Accountant. Ms. Morris holds a bachelor’s degree in business administration with a concentration in accounting from Pacific Lutheran University and a masters of business administration from Seattle University. We believe that Ms. Morris is qualified to serve on our board of directors because of her extensive experience in accounting and executive management.

8


Brad Weston


Independent Director

Age: 56
Director since: 2018
Committee:
Audit

Mr. Weston joined our board of directors in July of 2018. Mr. Weston currently serves as the Chief Executive Officer of Party City Holdco Inc. (NYSE, PRTY). Mr. Weston joined Party City Holdco Inc. in July 2019 as President of Party City Holdco Inc. and Chief Executive Officer of Party City Retail Group, before becoming Chief Executive Officer of Party City Holdco Inc. in April 2020. Mr. Weston previously worked for Petco from 2011 to 2018, first as Executive Vice President and Chief Merchandising Officer overseeing all merchandising activities, including buying, operations, planning and inventory, sourcing, private brand, store design, and Petco’s marketing and e-commerce, and then as Chief Executive Officer from 2016. Prior to joining Petco, Brad served as Senior Vice President and Chief Merchandising Officer for Dick’s Sporting Goods, Inc., Golf Galaxy and dicksportinggoods.com. Previously, Mr. Weston was Senior Vice President, General Merchandise Manager for May Merchandising Company in St. Louis. Mr. Weston started his career as an executive trainee with Robinsons-May in Los Angeles, and eventually became Senior Vice President and General Merchandise Manager. Since July of 2017, Mr. Weston has served on the board of directors of National Retail Federation, the world’s largest retail trade association. Mr. Weston holds a bachelor’s degree in business administration with a finance and marketing emphasis from the University of California, Berkeley. We believe that Mr. Weston is qualified to serve on our board of directors because of his extensive experience in the retail industry.

Board Structure

Currently our board of directors consists of nine directors. Our amended and restated bylaws provide that our board of directors will consist of the number of directors that our board of directors may determine from time to time, up to a maximum of nine directors. Our board of directors has determined that Mr. Starrett, Mr. Bettinelli, Mr. Bruzzo, Mr. Burt, Ms. Laube, Ms. MacDonald, Ms. Morris and Mr. Weston are currently independent for the purpose of serving on our board of directors under the independence standards promulgated by the NYSE.

Board Leadership Structure

Our board of directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. It is the view of the board of directors that rather than having a rigid policy, the board of directors, with the advice and assistance of the nominating and corporate governance committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether to institute a formal policy. Currently, our leadership structure separates these roles, with Mr. Starrett serving as our Chairman of the Board and Mr. Conroy serving as our President and Chief Executive Officer. Our board of directors believes that separating these roles provides the appropriate balance between strategy development, flow of information between management and the board of directors, and oversight of management. By segregating the roles of the Chairman and the Chief Executive Officer, we reduce any duplication of effort between the Chief Executive Officer and the Chairman of the Board. We believe this provides guidance for our board of directors, while also positioning our Chief Executive Officer as the leader of our Company in the eyes of our customers, employees, and other stakeholders. As Chairman of the Board, Mr. Starrett, among other responsibilities, presides over regularly scheduled meetings of the board of directors, serves as a liaison between the directors, and performs such additional duties as our board of directors may otherwise determine and delegate. By having Mr. Starrett serve as Chairman of the Board, Mr. Conroy is better able to focus his attention on running our Company.

The Board’s Role in Risk Oversight

Our board of directors is primarily responsible for overseeing our risk management processes. Our board of directors, as a whole, determines the appropriate level of risk for our Company, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our board of directors administers this risk management oversight function, our audit committee supports our board of directors in discharging its oversight duties and addresses risks inherent in its area.

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Board Participation

Our board of directors held five meetings in fiscal 2021. During fiscal 2021, each of our directors attended 75% or more of all of the meetings of our board of directors and of the committees on which he or she served. We regularly schedule executive sessions in which independent directors meet without the presence or participation of management.

We encourage our directors to attend each annual meeting of stockholders. All of our directors who were directors at the time of our 2020 annual meeting attended the 2020 annual meeting of stockholders either in person or by telephone.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administration functions. Our board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the board of directors.

Audit Committee

Our audit committee provides oversight of our accounting and financial reporting process, the audit of our financial statements and our internal control function. Among other matters, the audit committee is responsible for the following:

assisting the board of directors in oversight of our independent registered public accounting firm’s qualifications, independence and performance;

the engagement, retention, oversight, evaluation and compensation of our independent registered public accounting firm;

reviewing the scope of the annual audit;

reviewing and discussing with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements, including the disclosures in our annual and quarterly reports filed with the SEC;

reviewing our risk assessment and risk management processes;

reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

establishing procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters;

approving audit and permissible non-audit services provided by our independent registered public accounting firm; and

reviewing the performance of the audit committee, including compliance with its charter.

Our audit committee is comprised of Brenda I. Morris, the chair of the committee, Eddie Burt, Anne MacDonald and Brad Weston. Mr. Bettinelli previously served on our audit committee until May 2020. Mr. Burt was appointed to our audit committee in February 2021. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the NYSE. Our board of directors has determined that Ms. Morris is an “audit committee financial expert” as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE. Ms. Morris, Mr. Burt, Ms. MacDonald and Mr. Weston are all independent directors as defined under the applicable rules and regulations of the SEC and the NYSE. Our audit committee has a written charter that sets forth the audit committee’s purpose and responsibilities. A copy of the charter is available on our website and described under “Availability of Corporate Governance Information” on page 13.

Our audit committee met four times during fiscal 2021.

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Compensation Committee

Our compensation committee adopts, administers and reviews the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. Among other matters, the compensation committee is responsible for the following:

evaluating annually the performance of our Chief Executive Officer in consultation with the board of directors;

reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer;

determining the compensation of our Chief Executive Officer based on its evaluation and review;

reviewing and approving the compensation of all other executive officers;

adopting and administering our equity compensation plans;

making recommendations regarding non-employee director compensation to the full board of directors;

reviewing the performance of the compensation committee, including compliance with its charter; and

retaining and supervising compensation consultants and other advisors to the compensation committee and evaluating independence and conflict of interest issues with respect to these advisors to ensure compliance with applicable laws and listing standards.

Our compensation committee is comprised of Greg Bettinelli, the chair of the committee, Chris Bruzzo, Peter Starrett, and Lisa G. Laube. Mr. Bruzzo was appointed to our compensation committee in April 2021. Mr. Bettinelli, Mr. Bruzzo, Mr. Starrett, and Ms. Laube are all independent directors as defined under the applicable rules and regulations of the SEC and the NYSE. Our compensation committee has a written charter that sets forth the committee’s purpose and responsibility. A copy of the charter is available on our website and described under “Availability of Corporate Governance Information” on page 13.

Our compensation committee met four times during fiscal 2021.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other things, making recommendations regarding corporate governance, the composition of our board of directors, identification, evaluation and nomination of director candidates and the structure and composition of committees of our board of directors. Among other matters, the nominating and corporate governance committee is responsible for the following:

identifying individuals qualified to become board members;

overseeing our corporate governance guidelines;

approving our committee charters;

overseeing compliance with our Code of Business Conduct and Ethics;

contributing to succession planning;

reviewing actual and potential conflicts of interest of our directors and officers;

overseeing the management evaluation process;

overseeing the board self-evaluation process; and

reviewing the performance of the nominating and corporate governance committee, including compliance with its charter.

Our nominating and corporate governance committee is comprised of Peter Starrett, the chair of the committee, Lisa G. Laube and Anne MacDonald. Mr. Starrett, Ms. Laube and Ms. MacDonald are all independent directors as defined under the applicable rules and regulations of the SEC and the NYSE. Our nominating and corporate governance committee has a written charter

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that sets forth the committee’s purpose and responsibilities. A copy of the charter is available on our website and described under “Availability of Corporate Governance Information” on page 13.

Our nominating and corporate governance committee met four times during fiscal 2021.

Identifying and Evaluating Director Candidates

Our nominating and corporate governance committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors. Stockholders wishing to recommend director candidates for consideration by the nominating and corporate governance committee may do so by writing to the Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618, and giving the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee.

The evaluation process for director nominees who are recommended by our stockholders is the same as for any other nominee and is based on numerous factors that our nominating and corporate governance committee considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity reflecting ethnic background, gender and professional experience, and the extent to which the nominee would fill a present need on our board of directors.

Board Diversity

While we do not have a formal policy outlining the diversity standards to be considered when evaluating director candidates, our objective is to foster diversity of thought on our board of directors. To accomplish that objective, the nominating and corporate governance committee considers ethnic and gender diversity, as well as differences in perspective, professional experience, education, skill, and other qualities in the context of the needs of our board of directors. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis prohibited by law. The nominating and corporate governance committee evaluates its effectiveness in achieving diversity on the board of directors through its annual review of board member composition.

Environmental, Social and Governance (ESG) Matters

We are committed to operating our business in a way that respects environmental, social and governance strategies. We believe in quality products and good value. We believe in community and our duty to act in the best interest of our customers, shareholders, and the environment. These fundamental values guide us in our efforts to be a socially responsible and environmentally conscious Company.

Environmental

As an organization, we strive to reduce our environmental impact as we grow across the United States. We believe in making decisions that not only support the growth and success of our company, but that also help us take action to care for our environment. We believe there is more we can do as an organization and we are striving to operate in a more sustainable manner.

We have adopted environmentally friendly initiatives in many of our stores, including, installing LED lighting in new stores, utilization of programmable and lockable thermostats in retail locations, retrofitting to more energy efficient lighting in existing stores, adding low flush toilets to save water, joining local recycling programs, utilizing janitorial products that are ecofriendly and water based, and upgrading to more environmentally friendly freon for our HVAC units. In our distribution center, we use shipping boxes made from 70% post-consumer product, recycle pallets and corrugated boxes, utilize a professional warehouse management system that operates in an efficient environment, and strive to utilize propane or natural gas over oil-based fuels.

Social

We are committed to partnering with manufacturers and brands that run their business and treat their employees under fair, responsible and ethical standards. We expect all our suppliers, vendors and business partners to share in our concern for human rights and require them to not tolerate illegal, unethical, abusive, or immoral behavior or to allow poor, inappropriate working conditions. We have standards that are in line with common, expected industry practices and international laws. All agents and factories are expected to comply with these standards in order to continue doing business with us. We are committed to ensuring that fair labor

12


practices are followed with all our partners. We require workers to be employed in conditions that are safe, free of harassment, abuse and without discrimination and do not tolerate child labor or forced labor of any kind. We contract with a third‐party factory monitoring firm to conduct annual audits of exclusive brand partner factories that directly supply merchandise to our Company.

We are proud supporters of local communities where we operate. In addition to supporting organizations that help members of our military, we also provide veteran & U.S. military discounts. Each year we sponsor events and donate funds to charities and organizations that help children in need. We operate The Boot Barn Boot Straps Fund to provide short-term financial assistance to Boot Barn employees in the event of unforeseen qualified personal hardships. The Boot Straps Fund is an employee-operated, employee-supported charity where every dollar donated will go to an employee in need. The Company also contributes to the Boot Straps Fund.

Governance

Our Board of Directors has adopted corporate governance guidelines to help it fulfill its responsibilities to the Company’s stockholders to oversee the work of management and the Company’s business and operations. These guidelines are also intended to align the interests of directors and management with those of the Company’s stockholders. For more information on these corporate governance guidelines, please refer to https://investor.bootbarn.com/governance/governance-documents/default.aspx. Our Board of Directors has also adopted a Code of Business Conduct and Ethics and requires all directors, officers and employees to be familiar with the Code of Business Conduct and Ethics. Among other things, our Code of Business Conduct and Ethics promotes honest and ethical conduct, compliance with applicable governmental laws, rules and regulations, and the protection of Company assets.

During fiscal 2021, we established an internal Environmental, Social and Governance Committee that reports regularly to the Nominating and Corporate Governance Committee of our Board of Directors. This committee is responsible for assessing our practices and striving to operate in a more responsible manner. For the latest information on our efforts, please refer to the Environmental, Social and Governance page of our investor website at https://investor.bootbarn.com/governance/Environment-Social-and-Governance/default.aspx.

Availability of Corporate Governance Information

Our board of directors has adopted charters for our audit, compensation, and nominating and corporate governance committees describing the authority and responsibilities delegated to the committee by our board of directors. Our board of directors has also adopted corporate governance guidelines and a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers and directors, and those employees responsible for financial reporting. As required under the applicable rules and regulations of the SEC and the NYSE, our Code of Business Conduct and Ethics addresses, among other things, conflicts of interest, public disclosure, corporate opportunities, confidentiality, fair dealing, protection and proper use of listed Company assets, compliance with laws, rules and regulations, whistleblowing and enforcement provisions. Any waiver of our Code of Business Conduct and Ethics with regard to a director or executive officer may only be authorized by our board of directors or the audit committee. We intend to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on our website to the extent required by applicable rules and regulations of the SEC and the NYSE. We post on our website, at http://investor.bootbarn.com, the charters of our audit, compensation, and nominating and corporate governance committees and our corporate governance guidelines and the Code of Business Conduct and Ethics referenced above. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on or accessible through our website into this proxy statement. These documents are also available in print to any stockholder requesting a copy in writing from our Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618.

Communications with our Board of Directors

Stockholders and other interested parties wishing to communicate with our board of directors or with an individual member of our board of directors may do so by writing to our board of directors or to the particular member of our board of directors, and mailing the correspondence to our Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618.

All such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors.

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PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

Our Nominating and Corporate Governance Committee recommended, and the board of directors nominated:

Peter Starrett

Greg Bettinelli

Chris Bruzzo

Eddie Burt

James G. Conroy

Lisa G. Laube

Anne MacDonald

Brenda I. Morris

Brad Weston

as nominees for election as members of our board of directors. Each nominee is presently a director of our Company and has consented to serve a one-year term if elected, concluding at the 2022 annual meeting of stockholders, and each nominee with the exception of Mr. Bruzzo and Mr. Burt was elected at the 2020 annual meeting of stockholders for which proxies were solicited. Both Mr. Bruzzo and Mr. Burt were appointed directors by our board of directors subsequent to the 2020 annual meeting of stockholders. Biographical information about each of our directors, including the nominees, is contained under “Our Board” above. At the Annual Meeting, nine directors will be elected to our board of directors.

Required Vote

The nine nominees receiving the highest number of affirmative “FOR” votes shall be elected as directors. Unless marked to the contrary, proxies received will be voted “FOR” each of these nine nominees.

Recommendation of the Board

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE ABOVE-NAMED NOMINEES.

DIRECTOR COMPENSATION

Our board of directors has adopted a compensation policy for our directors who are not our employees (“Outside Directors”). During fiscal 2021, under this policy, Outside Directors received an annual cash retainer of $50,000, payable quarterly, and reimbursement of expenses relating to attendance at board of directors and board committee meetings. In addition, the chairperson of our board of directors, if an Outside Director, received an additional annual cash retainer of $25,000, the chairperson of our audit committee, if an Outside Director, received an additional annual cash retainer of $20,000, the chairperson of our compensation committee, if an Outside Director, received an additional annual cash retainer of $15,000, and the chairperson of our nominating and corporate governance committee, if an Outside Director, received an additional annual cash retainer of $10,000, payable quarterly.

In addition to the cash compensation discussed above, we grant to our Outside Directors under our 2014 Equity Incentive Plan restricted stock units, payable in shares of our common stock. The restricted stock units are subject to vesting conditions that lapse on the first anniversary of the date of grant, subject to continued service as a member of our board of directors. Payment in respect of the restricted stock units is made upon vesting; however, beginning in fiscal 2020, our Outside Directors may elect to defer receipt of such shares of common stock. In fiscal 2021, we have granted to our Outside Directors under our 2014 Equity Incentive

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Plan restricted stock units with a market value of $75,000. Both Mr. Bruzzo and Mr. Burt joined our board of directors subsequent to the fiscal 2021 annual equity grant, and as such were not granted equity in fiscal 2021.

This compensation policy was updated and approved at the meeting of the compensation committee held on April 21, 2021. Under this revised policy, which is effective beginning for fiscal 2022, Outside Directors receive an annual cash retainer of $75,000, payable quarterly, and reimbursement of expenses relating to attendance at board of directors and board committee meetings. In addition, the chairperson of our board of directors, if an Outside Director, receives an additional annual cash retainer of $60,000, the chairperson of our audit committee, if an Outside Director, receives an additional annual cash retainer of $20,000, the chairperson of our compensation committee, if an Outside Director, receives an additional annual cash retainer of $15,000, and the chairperson of our nominating and corporate governance committee, if an Outside Director, receives an additional annual cash retainer of $10,000, payable quarterly. In addition to the revised cash compensation, in fiscal 2022 we will grant to our Outside Directors under our 2020 Equity Incentive Plan restricted stock units with a market value of $100,000.

Our board of directors recognizes that stock ownership by directors may strengthen their commitment to the long-term future of our Company and further align their interests with those of our stockholders. Accordingly, our Outside Directors are encouraged to own shares of our common stock (including shares owned outright, unvested shares, stock options, restricted stock units or other equity grants) having a value over time of at least three times their annual cash retainer until he/she leaves the board of directors.

Director Compensation Table

The following table sets forth a summary of the compensation paid to our Outside Directors in fiscal 2021.

Name

    

Fees Earned or Paid in Cash (1)

    

Stock Awards (2)

    

Option Awards

    

All Other Compensation

    

Total

Peter Starrett

$

63,750

$

75,007

$

-

$

-

$

138,757

Greg Bettinelli

   

48,750

   

75,007

   

-

   

-

   

123,757

Chris Bruzzo (3)

-

-

-

-

-

Eddie Burt (3)

6,250

-

-

-

6,250

Lisa G. Laube

37,500

75,007

-

-

112,507

Anne MacDonald

37,500

75,007

-

-

112,507

Brenda Morris

52,500

75,007

-

-

127,507

Brad Weston

37,500

75,007

-

-

112,507


(1)During the start of fiscal 2021, all of the Outside Directors agreed to waive their right to cash retainers otherwise payable during the first quarter of fiscal 2021 in response to the COVID-19 global pandemic. As such, the fees earned or paid in cash to each of our directors reflect the actual fees paid for fiscal 2021.
(2)The amounts in this column reflect the aggregate grant date fair value of each restricted stock unit award granted during the fiscal year, computed in accordance with ASC 718. The restricted stock units granted include 3,582 restricted stock units, calculated by dividing the $75,000 intended value by the closing stock price of $20.94 on the grant date of May 22, 2020. The valuation assumptions used in determining such amounts are further described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 27, 2021.
(3)Mr. Burt and Mr. Bruzzo were appointed to the Board of Directors in February 2021 and April 2021, respectively. As such, Mr. Burt was paid pro-rated fiscal 2021 cash fees. Mr. Bruzzo was not paid fiscal 2021 cash fees as his appointment to the Board of Directors occurred subsequent to year-end.

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The following table lists all outstanding equity awards held by our Outside Directors as of March 27, 2021. The market value is based upon the closing stock price of $63.30 on March 26, 2021, the last trading day of fiscal 2021.

Option Awards

Stock Awards

Name

  

Date of
Grant

  

Number of
Shares
Underlying
Option

  

Exercise
Price

  

Option
Expiration
Date

  

Date of
Grant

  

Shares/units
not vested (#)

    

Market
value of
units not
vested ($)

Peter Starrett

5/22/2020

3,582

(1)  

226,741

Greg Bettinelli

1/27/2012

16,047

$

8.00

1/27/2022

5/22/2020

3,582

(2)

226,741

Chris Bruzzo

(3)

Eddie Burt

(3)

Lisa Laube

5/22/2020

3,582

(2)

226,741

Anne MacDonald

5/22/2020

3,582

(1)  

226,741

Brenda Morris

5/22/2020

3,582

(2)

226,741

Brad Weston

5/22/2020

3,582

(2)

226,741


(1)The restricted stock units held by the director as of March 27, 2021 vested fully on the one-year anniversary of the date of grant, which was following the completion of fiscal 2021. The receipt of such shares upon vesting has been deferred by the director until six months after they cease to be a director.
(2)The restricted stock units held by the director as of March 27, 2021 vested fully on the one-year anniversary of the date of grant, which was following the completion of fiscal 2021.
(3)Eddie Burt and Chris Bruzzo joined the Board of Directors in February of 2021 and April of 2021, respectively. As such, they were not granted restricted stock units until subsequent to fiscal 2021.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of July 1, 2021:

Name

    

Age

    

Position

James G. Conroy

51

President, Chief Executive Officer and Director

Gregory V. Hackman

59

Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary

Laurie Grijalva

63

Chief Merchandising Officer

John Hazen

45

Chief Digital Officer

Michael A. Love

60

Senior Vice President, Stores

James G. Conroy. Mr. Conroy has been a director and our President and Chief Executive Officer since 2012. Prior to joining Boot Barn, Mr. Conroy was with Claire’s Stores, Inc. from 2007 to 2012 where Mr. Conroy served as Chief Operating Officer and Interim Co-Chief Executive Officer in 2012, President from 2009 to 2012 and Executive Vice President from 2007 to 2009. Before joining Claire’s Stores, Inc., Mr. Conroy was also employed by Blockbuster Entertainment Group from 1996 to 1998, Kurt Salmon Associates from 2003 to 2005 and Deloitte Consulting in various capacities. Mr. Conroy serves on the board of directors of Party City Holdco Inc. (NYSE, PRTY), a vertically integrated supplier of decorated party goods, and also serves on the Foundation Board of Children’s Hospital of Orange County. Mr. Conroy received a bachelor’s degree in business management and marketing and a master’s degree in business administration from Cornell University.

Gregory V. Hackman. Mr. Hackman has been our Executive Vice President, Chief Operating Officer, and Chief Financial Officer since August 2020. He previously served as our Chief Financial Officer and Secretary from January 2015 through August 2020. Prior to joining Boot Barn, Mr. Hackman was with Claire’s Stores, Inc. from 2008 to 2015 where Mr. Hackman served as Vice President of Finance and Global Controller. Before joining Claire’s Stores, Inc., Mr. Hackman served in a variety of financial roles, first at the May Department Stores Company, Inc. and then at Macy’s, Inc., for more than 20 years with responsibilities including

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financial planning, reporting and analysis, expense planning and payroll. Mr. Hackman also has experience in public accounting. Mr. Hackman received a bachelor of science degree in business administration from the University of Missouri.

Laurie Grijalva. Ms. Grijalva has been our Chief Merchandising Officer since July 2014. She joined Boot Barn in 1993 as Senior Merchant and has served in a variety of capacities since that time, including Vice President of Buying and Merchandising from 2004 to 2014. Prior to joining Boot Barn, she was employed by LeRoy Knitted Sportswear from 1981 to 1988 and Los Angeles-based Grunwald Marx Apparel from 1990 to 1993; her primary duties were line building and exclusive brand production. She received a bachelor of arts degree in communications from California State University, Fullerton and a master’s degree in business administration from the Argyros School of Business at Chapman University.

John Hazen. Mr. Hazen has been our Chief Digital Officer since March 2018. Prior to joining Boot Barn, Mr. Hazen was with Ring as the SVP of Commerce and Subscriptions from 2017 to 2018. Before joining Ring, Mr. Hazen was employed by True Religion as the SVP of Direct To Consumer from 2014 to 2017 where he oversaw both brick-and-mortar and digital channels. Mr. Hazen has over 20 years of experience in the apparel and footwear industry at companies including Kellwood, Nike and Fox Racing. Mr. Hazen also serves on the board of Canadian retailer Grafton Apparel, Ltd., a Blackstone Group company. He received a bachelor of commerce degree in management information systems from Concordia University in Montreal, Quebec and a master’s degree in business administration from Loyola Marymount University in Los Angeles, California.

Michael A. Love. Mr. Love has been with Boot Barn since May 2014. He has served as our Senior Vice President of Stores since June 2018 after previously serving as Senior Vice President of Marketing and Merchandise Planning from April 2017 to June 2018 and Vice President of Merchandise Planning from May 2014 to April 2017. Prior to joining Boot Barn, Mr. Love was with Claire’s Stores, Inc. from 2010 to 2014, where Mr. Love served as Vice President of Merchandise Planning and Allocation. Before joining Claire’s Stores, Inc., Mr. Love served as Vice President Divisional Planning Manager for Kohl’s Corporation from 2008 to 2010. Mr. Love served in a variety of merchandising and planning roles first at Federated Department Stores, then at May Department Stores Company, Inc. and Macy’s Inc.

Each of our executive officers serves at the discretion of our board of directors (subject to the terms of their respective employment agreements described below) and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2021, our compensation committee was comprised of Peter Starrett, Greg Bettinelli and Lisa G. Laube. Chris Bruzzo joined the Company’s board of directors in April 2021, and was subsequently appointed to serve on the compensation committee. Currently, our compensation committee is comprised of Peter Starrett, Greg Bettinelli, Chris Bruzzo, and Lisa G. Laube. None of these individuals had any contractual or other relationships with us during such fiscal year except as directors. Except for Mr. Starrett, who served as our interim Chief Executive Officer from May to November of 2012, none of these individuals has ever been an officer or employee of our company.

James G. Conroy, our Chief Executive Officer, was appointed to the board of directors of Party City Holdco Inc. (NYSE, PRTY) in September 2019. Brad Weston, a member of our board of directors, currently serves as the Chief Executive Officer of Party City Holdco Inc. Brad Weston previously served on the Compensation Committee of our Company until August 2019, prior to Mr. Conroy’s appointment to the Party City Holdco Inc. board of directors in September 2019.

COMPENSATION COMMITTEE REPORT

Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the compensation committee recommended to our board of directors, and our board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 27, 2021 for filing with the SEC.

Greg Bettinelli, Chairperson
Chris Bruzzo

Lisa G. Laube
Peter Starrett

17


COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this Compensation Discussion and Analysis, we address our philosophy, programs and processes related to the compensation paid or awarded for fiscal 2021 to our named executive officers ("NEOs") listed in the Summary Compensation Table for fiscal 2021 that follows this discussion.

Our NEOs for fiscal 2021 were:

James G. Conroy, President and Chief Executive Officer;

Gregory V. Hackman, Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary;

Laurie Grijalva, Chief Merchandising Officer;

John Hazen, Chief Digital Officer; and

Michael A. Love, Senior Vice President, Stores.

Highlights of Fiscal 2021 Business Performance

Fiscal 2021 was a challenging year as result of the COVID-19 pandemic, and we believe that our NEOs were instrumental in helping us drive positive results for our stockholders in fiscal 2021, as evidenced by the following:

Metric

    

Fiscal 2021
(in millions except for net income per diluted share)

    

Fiscal 2020
(in millions except for net income per diluted share)

    

Year-over-Year Growth %

Net sales

$

893.5

$

845.6

5.7

%

Income from operations

86.3

73.7

17.2

%

Net income

59.4

47.9

23.9

%

Net income per diluted share

$

2.01

$

1.64

22.6

%

Metric

    

Consolidated

    

Retail Stores

    

E-commerce

    

Same store sales growth

3.1

%  

(1.1)

%  

23.6

%

For more information on our financial results for fiscal 2021, see our Annual Report on Form 10-K for the fiscal year ended March 27, 2021, filed with the SEC on May 13, 2021.

18


Fiscal 2021 Compensation

Compensation Philosophy and Objectives

Our compensation committee (the “Committee”), which is comprised of independent directors, oversees the design and administration of our compensation program and evaluates it against competitive practices, legal and regulatory developments and corporate governance trends. We have avoided problematic pay practices and maintain compensation plans that reinforce a performance-based company culture, as follows:

What We Do

*

Review total compensation relative to median of a peer group of companies in similar business sectors, notably specialty retailers, of comparable size and complexity

*

Tie short-term incentives to achievement of financial and strategic metrics

*

Deliver a significant percentage of target annual compensation in the form of variable compensation tied to performance and align long-term incentive compensation objectives with the creation of stockholder value

*

Use an independent compensation consultant retained directly by the Committee that provides no other services to the Company

*

Assess annually potential risks relating to our compensation policies and practices

What We Don't Do

*

Incentivize participants to take excessive risks

*

Allow margining, derivative, or speculative transactions, such as hedges and margin accounts, by executive officers

*

Provide excessive severance or excessive perquisites

*

Provide excise tax gross-ups related to change-in-control or other payments

*

Allow for repricing of stock options without stockholder approval

*

Provide “single-trigger” change-in-control cash payments or equity acceleration

Pay Philosophy

Our pay philosophy has been established to allow us to attract and retain talented individuals that can drive business success and create stockholder value. Key aspects of our pay philosophy are to:

Target an overall pay structure that includes base salary, bonuses and equity awards that are based upon both market and performance measures. The long-term intent is generally to pay NEO compensation approximating market median;
Emphasize pay for performance with clear objectives and strong alignment between results and pay delivery. The Committee also believes that executives should have more variable pay tied to Company performance;

Provide a meaningful focus on performance achievement that is aligned with stockholder interests.

Elements of Our Executive Compensation Program

For fiscal 2021, our executive compensation program consisted of the following four elements of total compensation:

1.Base salary

2.Short-term cash performance-based bonus

3.Long-term equity incentives

4.Other compensation (benefits and minimal perquisites)

We do not have formal policies relating to the allocation of total compensation among the various elements of our compensation program. The Committee generally allocates compensation between short-term and long-term components and between

19


cash and equity in a manner that it believes will maximize executive performance and retention. The variable pay elements (annual cash incentive and long-term equity incentive awards) comprise an increasingly larger proportion of total target compensation of our senior executives as position level increases. This is consistent with the Committee’s belief that these variable elements of compensation more closely align management's interests with our financial performance and with our stockholders’ interests.

Based on our fiscal 2021 target direct compensation (including grant date fair value of equity awards and annual bonus amounts at target), 75% of our Chief Executive Officer’s (“CEO”) target direct compensation and an average of 64% of the target direct compensation for the other NEOs was variable, because it was realized only if the applicable financial performance goals were met and/or its value is tied to our stock price. The charts below demonstrate our performance-aligned pay mix.

Chart

Description automatically generated

20


Graphic

Base Salary

Base salary is structured and intended to provide a base-line level of fixed compensation to our NEOs to serve as the platform for our pay-for-performance program. The base salaries of our NEOs are intended to reflect the position, duties and responsibilities of each NEO and the market for base salaries of similarly situated executives at other companies of similar size and in similar industries. Base salaries for fiscal 2021 for our NEOs were set by the Committee after reviewing and considering (i) the experience, skills, and performance levels of each NEO, (ii) whether there were any material changes to the individual’s role and responsibilities during the year, (iii) each NEO’s relative pay level against peer group companies, (iv) internal equity within the Company, and (v) the Chief Executive Officer’s recommendations (for positions other than his own). Base salaries for our NEOs as of the end of fiscal 2021 and 2020 are listed below. Effective April 12, 2020, during the start of fiscal 2021, all of the NEOs agreed to temporary reductions in their base salaries in response to the COVID-19 global pandemic. The base salary of James G. Conroy was temporarily reduced by 50% and the base salaries of the other NEOs were reduced by 25%. The Committee restored the base salaries of each NEO effective June 28, 2020.

Name

    

Fiscal 2021 Base Salary

    

Fiscal 2020 Base Salary

James G. Conroy

$

849,750

$

825,000

Gregory V. Hackman

500,000

425,000

Laurie Grijalva

437,750

425,000

John Hazen

425,000

400,000

Michael A. Love

319,300

310,000

21


Annual Cash Incentive Bonus

Our NEOs are eligible to receive annual cash incentives as part of our Annual Cash Incentive Bonus Plan. Our Annual Cash Incentive Bonus Plan was designed by the Committee to reward our senior executives for achieving targeted amounts of a variation of adjusted EBIT set at the beginning of the fiscal year, as well as additional financial performance goals assigned to each NEO. The adjusted EBIT bonus target was defined as earnings before income taxes, excluding certain one-time selling, general and administrative expenses and bonus expense. The below table highlights the annual cash incentive bonus metrics applicable to each of our NEOs.

Name and Annual Cash Incentive Bonus Metric

    

% Payout of
Base Salary
at Target

    

% Payout of
Base Salary
at Maximum

James G. Conroy

Consolidated adjusted EBIT

110

%  

220

%

110

%

220

%

Gregory V. Hackman

Consolidated adjusted EBIT

75

%

150

%

75

%

150

%

Laurie Grijalva

Consolidated adjusted EBIT

30

%

60

%

Consolidated merchandise margin

15

%

30

%

Consolidated exclusive brand sales penetration

15

%

30

%

60

%

120

%

John Hazen

Consolidated adjusted EBIT

30

%

60

%

E-commerce adjusted EBIT

20

%

40

%

E-commerce exclusive brand sales penetration

10

%

20

%

60

%

120

%

Michael A. Love

Consolidated adjusted EBIT

20

%

40

%

Retail store adjusted EBIT

15

%

30

%

Retail store exclusive brand sales penetration

15

%

30

%

50

%

100

%

22


In fiscal 2021, our target adjusted EBIT, as calculated with respect to the annual incentive bonuses, was $58.5 million. The minimum threshold to receive an adjusted EBIT bonus was $41.8 million. Actual adjusted EBIT was $86.3 million, which was 147.5% of the target and resulted in a payout percentage of 200%. As a result of this strong adjusted EBIT, together with the achievement of the other criteria described above, the NEOs received the following cash bonuses for fiscal 2021:

Name

    

Target
Annual Cash
Incentive
Bonus

    

Target Bonus
as a % of
Salary

    

Actual Annual
Cash Incentive
Bonus

    

% of Target
Bonus Paid

James G. Conroy

Consolidated adjusted EBIT

$

920,065

110

%  

$

1,840,130

200

%

$

920,065

110

%

$

1,840,130

200

%

Gregory V. Hackman

Consolidated adjusted EBIT

$

353,366

75

%

$

706,731

200

%

$

353,366

75

%

$

706,731

200

%

Laurie Grijalva

Consolidated adjusted EBIT

$

129,266

30

%

$

258,531

200

%

Consolidated merchandise margin

64,633

15

101,015

156

Consolidated exclusive brand sales penetration

64,633

15

57,741

89

$

258,532

60

%

$

417,287

161

%

John Hazen

Consolidated adjusted EBIT

$

124,615

30

%

$

249,231

200

%

E-commerce adjusted EBIT

83,077

20

100,376

121

E-commerce exclusive brand sales penetration

41,538

10

49,821

120

$

249,230

60

%

$

399,428

160

%

Michael A. Love

Consolidated adjusted EBIT

$

62,859

20

%

$

125,717

200

%

Retail store adjusted EBIT

47,144

15

94,288

200

Retail store exclusive brand sales penetration

47,144

15

37,486

80

$

157,147

50

%

$

257,491

164

%

Fiscal 2022 Bonus Plan

The Committee did not change any metrics related to the fiscal 2022 bonus plan. The bonus targets for fiscal 2022 were approved by the Committee on May 7, 2021.

Long-Term Equity Incentives

Under our long-term incentive program, the Committee has the authority to award various forms of long-term incentive grants, including stock options, performance-based awards and restricted stock units.

All awards granted in fiscal 2021 to our NEOs were nonqualified stock options or restricted stock units granted under our 2014 Equity Incentive Plan (the “2014 Plan”). While all types of awards incentivize retention, stock options have value to an award recipient only if our stock price appreciates and the value of restricted stock units increases as our stock price increases. The Committee’s objectives for the fiscal 2021 long-term incentive awards were to establish a direct link between compensation and Company performance as demonstrated through our stock price and earnings per share and to retain the services of our executives through multi-year vesting provisions.

In determining the fiscal 2021 long-term incentive award levels for our NEOs, the Committee compared the target total direct compensation of each NEO to applicable market data including both salary and equity-incentive awards.

In fiscal 2021 the Committee granted premium-priced stock option awards, which are option awards with an exercise price greater than the market price on the date of grant, to all of its NEOs. In addition, the Committee granted time-based stock options and restricted stock units to all of the NEOs on terms similar to those granted in fiscal 2020. The fiscal 2021 options granted to the NEOs have a term of ten years and vest in equal annual installments over a four-year period subject to continued service or in connection

23


with certain events as defined by the 2014 Plan and as determined by the Committee. The fiscal 2021 restricted stock units granted to the NEOs vest in equal annual installments over a four-year period subject to continued service or in connection with certain events as defined by the 2014 Plan and as determined by the Committee.

The grant mix shown below was chosen to provide a majority emphasis on driving performance results and stock price appreciation, while also providing retentive value. For more information, see “Grants of Plan-Based Awards” below.

Name and Equity Granted

    

Approximate Weighting

James G. Conroy

Time-based stock options

30.0

%  

Premium-priced time-based stock options

30.0

%  

Restricted stock units

40.0

%  

100.0

%

Gregory V. Hackman

Time-based stock options

30.0

%

Premium-priced time-based stock options

30.0

%  

Restricted stock units

40.0

%

100.0

%

Laurie Grijalva

Time-based stock options

30.0

%

Premium-priced time-based stock options

30.0

%  

Restricted stock units

40.0

%

100.0

%

John Hazen

Time-based stock options

30.0

%

Premium-priced time-based stock options

30.0

%  

Restricted stock units

40.0

%

100.0

%

Michael A. Love

Time-based stock options

30.0

%

Premium-priced time-based stock options

30.0

%  

Restricted stock units

40.0

%

100.0

%

Fiscal 2022 Changes to Long-Term Equity Incentives

Subsequent to fiscal 2021, the Committee determined to grant performance-based restricted stock units to all of its NEOs and included these awards as part of the fiscal 2022 long-term equity incentive award grant. In addition, the Committee granted time-based restricted stock units to all of the NEOs on terms similar to those granted in fiscal 2021.

Other Elements of our Fiscal 2021 Compensation Program

Nonqualified Deferred Compensation

In fiscal 2019, we adopted the Boot Barn, Inc. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, participants may defer up to 80% of their base salary, 90% of bonus payments, and 100% of restricted stock units. Our Company may make discretionary contributions to the Deferred Compensation Plan on behalf of participants. Any Company-based contributions are subject to a five-year graded vesting schedule. Cash amounts deferred under the Deferred Compensation Plan are deemed invested in one or more investment funds made available by the Company and selected by the participant. Mr. Love was the only NEO participating in the Deferred Compensation Plan in fiscal 2021. The Company did not make any discretionary contributions to the Deferred Compensation Plan in fiscal 2021.

401(k) Plan and Other Benefits

Each of our NEOs is eligible to participate in our 401(k) Plan. Participating employees may defer compensation into the plan, up to the statutory maximum set by the Internal Revenue Service. In addition, our Company provides matching contributions under the plan to eligible employees, including our NEOs. The matching contributions provided by our Company under the 401(k) Plan are

24


equal to 100% of employee contributions, up to 3% of their compensation and 50% of further employee contributions, up to 5% of their compensation, subject to the annual limits established by the Internal Revenue Service.

Role of the Compensation Committee in Executive Compensation

During fiscal 2021, the Committee made all decisions regarding the compensation levels of our executive officers.

It is the Committee's responsibility to (1) oversee the design of our executive compensation programs, policies and practices, (2) determine the types and amounts of most compensation for NEOs, and (3) review and approve the adoption, termination and amendment of, and to administer and, as appropriate, make recommendations to the Board regarding, our cash incentive and equity incentive plans.

In addition, as described below, the Committee directly engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in its review of compensation for our executive officers.

Role of Independent Compensation Consultant

The Committee retained FW Cook as its independent compensation consultant to advise on NEO and director compensation for fiscal 2021. The independent compensation consultant generally advises the Committee on the appropriateness of our compensation philosophy, peer group selection and general executive compensation program design. As part of its engagement with the Committee, the independent compensation consultant:

advised on the selection of a peer group of companies for executive officer compensation comparison purposes;

provided guidance on industry best practices and emerging trends and developments in executive officer compensation;

analyzed peer company proxy and other survey data as appropriate; and

advised on determining the total compensation of each of our executive officers and the material elements of total compensation, including annual base salaries, target cash bonus amounts, and the structure and target amount of long-term incentive awards.

The Committee annually reviews the independence of FW Cook as its consultant under applicable SEC and NYSE rules on conflicts of interest. Following this review, the Committee determined that FW Cook’s work for us does not raise any conflicts of interest. The Committee's evaluation included consideration of all services provided to us, the amount of fees received as a percentage of FW Cook’s annual revenue, its policies and procedures designed to prevent conflicts of interest, any business or personal relationships between FW Cook and the members of the Committee or executive officers and any ownership of our stock by the advisors providing executive and director compensation services to us.

Peer Group and Benchmarking

In making executive compensation determinations for fiscal 2021, we relied on the significant experience of our directors in establishing compensation across many companies in multiple industries, as well as the input of our Chief Executive Officer, who has many years of experience in our industry. We have also established a peer group of firms in similar business sectors, most notably specialty retail. The peers selected are of a comparable size and complexity. Our fiscal 2021 peer group is comprised of the companies listed below.

At Home Group Inc.

Chico’s FAS Inc.

Children’s Place, Inc.

Citi Trends

Duluth Holdings Inc.

Express, Inc.

Floor and Decor Holdings, Inc.

Haverty Furniture Companies Inc.

Hibbett Sports, Inc.

25


Lands’ End, Inc.

MarineMax, Inc.

Ollie’s Bargain Outlet Holdings, Inc.

Shoe Carnival, Inc.

Sleep Number Corporation

Sportsman’s Warehouse Holdings, Inc.

Stitch Fix, Inc.

The Buckle, Inc.

The Cato Corporation

The Container Store Group, Inc.

Tilly’s

Zumiez Inc.

The pay levels and award practices of these firms were considered as inputs when establishing go-forward compensation programs for our NEOs. The Committee expects to periodically evaluate competitive market data to include the most suitable peer group as well as other market data deemed relevant. The Committee will review our NEO compensation against an appropriate peer group on a more formal basis and will also consider other relevant market data to ensure that our NEO compensation is competitive and sufficient to recruit and retain our NEOs. The Committee expects to periodically review and update this peer group for benchmarking and peer group analysis in determining and developing compensation packages for our NEOs.

Tax Considerations

As a general matter, our Board and the Committee review and consider the various tax and accounting implications of our existing and proposed compensation programs.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows publicly-listed companies a tax deduction for compensation in excess of $1,000,000 paid to certain current and former executive officers, but historically contained an exception for performance-based compensation. However, 2017 year-end tax reform legislation ("Tax Legislation") eliminated this exception, generally effective for taxable years beginning after December 31, 2017, except with respect to certain grandfathered arrangements. We will continue to develop compensation programs that use a full range of performance criteria important to our success, recognizing that compensation paid under such programs may not be deductible under Section 162(m) of the Code. The Committee retains the discretion and flexibility to make compensation decisions resulting in the grant of non-deductible compensation to the extent it deems that it is appropriate.

Stock Ownership Policy; Anti-Hedging Policy

Although we do not have stock ownership guidelines applicable to our NEOs, certain of our NEOs currently hold common stock and a portion of each NEO’s compensation is equity-based. We have policies in place where our directors, NEOs and other employees are restricted from engaging in short-term or speculative transactions by prohibiting short-term trading, short sales or margin trading involving Company securities.

Compensation Risk Assessment

In fiscal 2021, FW Cook supported management and the Committee in conducting their risk assessment of our incentive compensation plans and practices. Included in the review were all cash and equity-based incentive plans, insider trading prohibitions, and independent oversight by the Committee. Management and the Committee evaluated these compensation policies and practices to ensure they do not create risks that are reasonably likely to have a material adverse effect on the Company. They considered the Company’s growth and return performance, the mix of compensation between fixed and variable pay, financial and non-financial metrics, and the time horizon of the compensation policies in place. As a result of this analysis as well as the regular review of compensation policies and practices, management and the Committee have concluded that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

26


EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation of our NEOs for fiscal 2021, 2020, and 2019.

Name and Principal Position

  

Fiscal
Year

  

Salary

  

Stock
Awards
(1)

  

Option
Awards
(2)

  

Non-Equity
Incentive Plan
Compensation
(3)

  

Non-Qualified
Deferred
Compensation
Earnings

  

All Other
Compensation
(4)

  

Total

James G. Conroy

2021

$

749,683

$

576,038

$

864,526

$

1,840,130

$

-

$

27,024

$

4,057,401

President, Chief Executive Officer and Director

2020

816,344

799,979

2,422,705

959,143

-

27,184

5,025,355

2019

745,827

219,992

935,716

1,315,117

-

57,959

3,274,611

Gregory V. Hackman

2021

449,198

284,952

430,285

706,731

-

17,532

1,888,698

Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary

2020

419,234

263,339

139,136

268,815

-

17,692

1,108,216

2019

375,000

59,991

255,196

396,743

-

31,795

1,118,725

Laurie Grijalva

2021

408,929

176,315

264,620

417,287

-

22,536

1,289,687

Chief Merchandising Officer

2020

419,233

263,339

139,136

290,211

-

22,288

1,134,207

2019

364,290

59,991

255,196

325,779

-

21,872

1,027,128

John Hazen

2021

394,751

180,587

271,028

399,428

-

27,024

1,272,818

Chief Digital Officer

2020

397,117

263,339

139,136

304,705

-

11,200

1,115,497

2019

375,000

-

-

272,580

-

-

647,580

Michael A. Love

2021

298,418

119,505

179,376

257,491

-

11,400

866,190

Senior Vice President, Stores

2020

306,539

173,326

91,582

167,165

-

11,200

749,812

2019

277,114

67,048

141,383

184,946

-

21,770

692,261


(1)The amounts in this column reflect the aggregate grant date fair value of each restricted stock unit award and performance share unit award granted during the fiscal year, computed in accordance with ASC 718. Performance share unit awards were only granted during fiscal 2020. The amounts included for the performance share units represent the grant date fair value assuming the achievement of the performance goals for a target payout. The valuation assumptions used in determining such amounts are further described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 28, 2020. The table below sets forth the grant date fair value of the performance share units granted in fiscal 2020 at both target and maximum payout:

  

Target

  

Maximum

James G. Conroy

$

399,990

$

799,980

Gregory V. Hackman

131,669

263,338

Laurie Grijalva

131,669

263,338

John Hazen

131,669

263,338

Michael A. Love

86,663

173,326

(2)The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with ASC 718. Such amount for James G. Conroy in fiscal 2020 also includes his option award containing both service and market vesting conditions. The valuation assumptions used in determining such amounts are further described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 28, 2020.
(3)Non-Equity Incentive Plan Compensation represents the cash performance-based bonus paid to the NEOs pursuant to the achievement of certain Company and financial performance goals assigned to each NEO during the fiscal year with respect to which such bonuses are earned, although payment of any such bonuses occurs after the completion of the fiscal year. Effective April 12, 2020, during the start of fiscal 2021, all of the NEOs agreed to temporary reductions in their base salaries in response to the COVID-19 global pandemic. The base salary of James G. Conroy was temporarily reduced by 50% and the base salaries of the other NEOs were reduced by 25%. The Committee restored the base salaries of each NEO effective June 28, 2020. The calculation of the cash performance-based bonus paid to the NEOs in fiscal 2021 was performed assuming each NEO’s base salary was not temporarily reduced during the year as a result of COVID-19.

27


(4)All Other Compensation for fiscal 2021 consisted of the following:

  

401(k)
Match

  

Payout of
Accrued
Vacation

  

Health
Benefits (1)

  

Total

James G. Conroy

$

11,400

$

-

$

15,624

$

27,024

Gregory V. Hackman

11,400

-

6,132

17,532

Laurie Grijalva

11,400

-

11,136

22,536

John Hazen

11,400

-

15,624

27,024

Michael A. Love

11,400

-

-

11,400


(1)The amounts in this column reflect the supplemental insurance policy premiums paid by the Company to cover out-of-pocket medical expenses not covered by the NEO’s health plans.

Grants of Plan-Based Awards

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards ($)

All Other
Stock Awards:

All Other
Option Awards:

Name

  

Grant
Date

  

Threshold

  

Target

  

Maximum

  

Number of
Shares of
Stock
or Units

  

Number
of Securities
Underlying
Options

  

Exercise or
Base Price
of Option
Awards

  

Grant Date
Fair Value
of Stock
and Option
Awards

James G. Conroy

4/21/2021

(1)

$

-

$

920,065

$

1,840,130

5/22/2020

(2)

27,509

$

576,038

5/22/2020

(2)

38,957

$

20.94

$

432,250

5/22/2020

(2)

41,579

$

24.08

$

432,276

Gregory V. Hackman

4/21/2021

(1)

-

353,366

706,731

5/22/2020

(2)

8,831

$

184,921

5/22/2020

(2)

12,506

$

20.94

$

138,761

5/22/2020

(2)

13,347

$

24.08

$

138,762

8/10/2020

(3)

4,244

$

100,031

8/10/2020

(3)

12,020

$

23.57

$

152,762

Laurie Grijalva

4/21/2021

(1)

-

258,532

517,064

5/22/2020

(2)

8,420

$

176,315

5/22/2020

(2)

11,924

$

20.94

$

132,303

5/22/2020

(2)

12,727

$

24.08

$

132,316

John Hazen

4/21/2021

(1)

-

249,230

498,460

5/22/2020

(2)

8,624

$

180,587

5/22/2020

(2)

12,213

$

20.94

$

135,510

5/22/2020

(2)

13,035

$

24.08

$

135,518

Michael A. Love

4/21/2021

(1)

-

157,147

314,295

5/22/2020

(2)

5,707

$

119,505

5/22/2020

(2)

8,083

$

20.94

$

89,685

5/22/2020

(2)

8,627

$

24.08

$

89,691


(1)Consists of an award of a cash bonus opportunity under our Cash Incentive Plan for Executives.
(2)Such award is subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date.
(3)Such award was granted to Mr. Hackman on August 10, 2020 in connection with his promotion to the Company’s Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary. Such award is subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date.

Employment Agreements

The following descriptions of the employment agreements that we have entered into with Messrs. Conroy, Hackman, Hazen, and Love and Ms. Grijalva are summaries only.

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James G. Conroy

We entered into an employment agreement with Mr. Conroy on November 12, 2012, which was amended and restated as of April 7, 2015, pursuant to which Mr. Conroy serves as our President and Chief Executive Officer. Mr. Conroy’s employment agreement has an initial term of three years, after which it automatically renews each year for successive one-year terms unless either party provides written notice of non-renewal or his employment is otherwise terminated, in each case pursuant to the terms of his employment agreement.

Under his employment agreement, Mr. Conroy is entitled to a base salary, which as of March 27, 2021 was $849,750.

He is eligible to participate in our annual incentive bonus program. Mr. Conroy is also entitled to participate in our health and welfare benefit plans that are generally available to our executives.

If we terminate Mr. Conroy’s employment without “Cause” or if he resigns for “Good Reason” or if we provide Mr. Conroy with notice of non-renewal, Mr. Conroy is entitled to receive, subject to his execution of a valid release of claims, severance pay equal to his base salary for a period of 12 months, an amount equal to 75% of his base salary payable on the sixtieth day following his date of termination, and any accrued but unpaid bonus relating to the fiscal year ended prior to his termination that would have been paid if he had remained employed as of the scheduled payment date for such bonus (the “Accrued Bonus”). Any severance or termination payments shall be calculated without regard to the temporary salary reduction noted above. In addition, if he timely elects COBRA health benefits coverage, Mr. Conroy shall be entitled to receive up to 12 monthly payments, each equal to the portion of the premium paid by us for COBRA coverage for active senior executives immediately prior to the termination date (the “Health Severance”). If Mr. Conroy’s employment is terminated without Cause, or if he resigns for Good Reason or if we provide Mr. Conroy with notice of non-renewal within one year following, or three months preceding, a “Change of Control” (as such term is defined in his employment agreement), Mr. Conroy is entitled to receive the Health Severance and, subject to his execution of a valid release of claims and in lieu of the severance benefits described above, severance pay equal to his base salary for a period of 24 months, an amount equal to 150% of his base salary payable on the sixtieth day following his date of termination, and any Accrued Bonus. In addition, in the event of such termination, all of his unvested equity awards will immediately vest on his date of termination and become exercisable in accordance with their terms (“Accelerated Vesting”). If any amounts payable to Mr. Conroy pursuant to his employment agreement, taken together with any amounts or benefits otherwise payable to him by us and any other person or entity required to be aggregated with us for purposes of Section 280G of the Code, under any other plan, agreement, or arrangement (the “Covered Payments”), would be an “excess parachute payment” as defined in Section 280G of the Code and subject Mr. Conroy to the excise tax imposed under Section 4999 of the Code, and Mr. Conroy would receive a greater net after tax benefit by limiting the amount of such Covered Payments, then his employment agreement requires us to reduce the aggregate value of all Covered Payments to an amount equal to 2.99 times Mr. Conroy’s average annual compensation as calculated in accordance with Section 280G of the Code. If Mr. Conroy’s employment is terminated due to his death, his personal representatives or heirs are entitled to receive, subject to execution of a valid release of claims, Accelerated Vesting, if applicable.

Under Mr. Conroy’s employment agreement, “Cause” means his:

(A)intentional refusal or intentional failure to perform his duties and responsibilities under the employment agreement or to follow any reasonable instruction issued by the Company or our board of directors;
(B)failure to comply in any material respect with any written policies or procedures of the Company or our board of directors (including, but not limited to, the Company’s anti-discrimination and harassment policies and the Company’s drug and alcohol policy);
(C)engagement in any act or omission involving willful misfeasance or nonfeasance by Mr. Conroy of his assigned duties, which includes, without limitation, the intentional refusal by Mr. Conroy to follow the directions of our board of directors or any committee thereof or the intentional refusal by Mr. Conroy to perform his assigned duties in any material respect;
(D)engagement in any act of theft, fraud, embezzlement, falsification of the Company documents, misappropriation of funds or other assets of the Company or in any misconduct which is materially damaging to the goodwill, business or reputation of the Company;
(E)conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony or crime involving moral turpitude that is damaging to the reputation of the Company; or

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(F)material breach of any of his obligations contained in the employment agreement.

Prior to any termination for Cause pursuant to (A), (B) or (F), the Company must give written notice to Mr. Conroy within 60 days of any event triggering the applicable subsection and Mr. Conroy shall thereafter have the right to remedy the condition, if such condition can be remedied, within 30 days of the date Mr. Conroy receives the written notice from the Company.  If Mr. Conroy does not remedy the condition within the 30-day cure period to the reasonable satisfaction of our board of directors, then our board of directors may deliver a notice of termination for Cause at any time within 30 days following the expiration of such cure period, in which case termination will be effective upon delivery of such notice.

Under Mr. Conroy's employment agreement, “Change of Control” generally means any of the following events:

(A)A merger, consolidation, reorganization or arrangement involving the Company other than a merger, consolidation, reorganization or arrangement in which our stockholders immediately prior to such merger, consolidation, reorganization or arrangement own, directly or indirectly, securities possessing at least 50% of the total combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, reorganization or arrangement in substantially the same proportion as their ownership of such voting securities immediately prior to such merger, consolidation, reorganization or arrangement;
(B)The acquisition, directly or indirectly, by any person or related group of persons acting jointly or in concert (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender offer made directly to our stockholders;
(C)The sale, transfer or other disposition of all or substantially all of the assets of the Company other than a sale, transfer or other disposition to an affiliate of the Company or to an entity in which our stockholders immediately prior to such sale, transfer or other disposition own, directly or indirectly, securities possessing at least 50% of the total combined voting power of the outstanding voting securities of the purchasing entity in substantially the same proportion as their ownership of such voting securities immediately prior to sale, transfer or other disposition; or
(D)A change in the composition of our board of directors over a period of 24 consecutive months or less such that a majority of our board of directors ceases to be comprised of individuals who either have been: members of our board of directors cont