DEF 14A of Burlington Stores, Inc., Apr 5, 2024

DEF 14A of Burlington Stores, Inc.

Filed Apr 5, 2024 · FY20230001193125-24-088482

Open on EDGAR

  1. Governance Highlights

    | • | Majority of director compensation paid in stock |

  2. Board of Directors

    Board of Directors The following table provides summary information about our directors. Additional information about each director’s background and experience can be found beginning on page 13.

  3. Board of Directors

    | | | | | | Committee Memberships (1) | | | | Name | Primary or Former Occupation | Age | Director Since | Independent | AC | CC | NCGC | | John J. Mahoney | Retired Vice Chairman, Staples, Inc. Chairman of the Board | 72 | 2013 | ✓ | | | | | Ted English | Executive Chairman, Bob’s Discount Furniture | 70 | 2016 | ✓ | ● | ● | | | Michael Goodwin | Former Senior Vice President, Chief Information Technology Officer, PetSmart, Inc. | 63 | 2020 | ✓ | ● | | | | Jordan Hitch | Former Managing Director, Bain Capital | 57 | 2006 | ✓ | | C | ● | | William McNamara | Retired President, Macy’s Reinvent Strategies, Macy’s, Inc. | 73 | 2014 | ✓ | | | ● | | Michael O’Sullivan | Chief Executive Officer, Burlington Stores, Inc. | 60 | 2019 | | | | | | Jessica Rodriguez | Former Chief Marketing Officer and President of Entertainment, Univision Communications Inc. | 51 | 2018 | ✓ | | | ● | | Laura J. Sen | Former Non-Executive Chairman and Chief Executive Officer, BJ’s Wholesale Club, Inc. | 67 | 2018 | ✓ | ● | | | | Paul J. Sullivan | Retired Partner, PricewaterhouseCoopers LLP | 76 | 2012 | ✓ | C | | | | Mary Ann Tocio | Retired President and Chief Operating Officer, Bright Horizons Family Solutions, Inc. | 75 | 2015 | ✓ | | ● | C |

  4. Board of Directors

    | (1) NCGC = Nominating and Corporate Governance Committee; CC = Compensation Committee; AC = Audit Committee; C= Chair |

  5. Board of Directors

    | 4 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  6. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors

  7. Overview of Our Board Structure

    Overview of Our Board Structure The Board currently consists of ten members divided into three classes as nearly equal in size as is practicable (designated Class I, Class II and Class III), with one class being elected each year for a three-year term. Each director’s term continues until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, removal or retirement. At the Annual Meeting, stockholders will consider the election of four directors for terms ending in 2027. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Michael Goodwin, William McNamara, Michael O’Sullivan and Jessica Rodriguez, each a current Class II director, for election to the Board. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, who may be designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director. In determining whether to nominate each of the current Class II directors for another term, the Board considered the factors discussed below under the caption entitled “Selecting Nominees to the Board of Directors,” and concluded that each of the nominees standing for election possesses unique experiences, qualifications, attributes and skills that will enable each of them to guide the Company in the best interests of its stockholders. There are no family relationships among directors and executive officers of the Company.

  8. Overview of Our Board Structure

    | 12 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  9. Nominees for Election at Annual Meeting

    Nominees for Election at Annual Meeting The following sets forth the name, age and information regarding the business experience and qualifications of each of the Class II nominees whose terms are expiring at the Annual Meeting: Class II Directors—Terms Expiring at the 2024 Annual Meeting

  10. Nominees for Election at Annual Meeting

    | | Michael Goodwin Age: 63 Director since: 2020 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Supply Chain |

  11. Nominees for Election at Annual Meeting

    | Key Qualifications: Mr. Goodwin brings to the Board more than 30 years of information technology experience in the retail industry, including nearly two decades of C-Suite leadership. His wealth of expertise includes management of cybersecurity risks, fraud prevention, IT transformations, and development of strategic partnerships. |

  12. Nominees for Election at Annual Meeting

    Career Highlights:

  13. Nominees for Election at Annual Meeting

    | • | Senior Vice President and Chief Information Technology Officer, PetSmart, Inc., a pet supply retailer, from 2014 to 2023 |

  14. Nominees for Election at Annual Meeting

    | • | Senior Vice President and Chief Information Officer of Technology and Business Enablement at Hallmark Cards, Inc. (“Hallmark”), a retailer of greeting cards and gifts, from 2006 until 2014 |

  15. Nominees for Election at Annual Meeting

    | • | Joined Hallmark as an information technology analyst in 1990 and held positions of increasing responsibility prior to becoming CIO |

  16. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  17. Nominees for Election at Annual Meeting

    | • | None |

  18. Nominees for Election at Annual Meeting

    Other Biography Highlights:

  19. Nominees for Election at Annual Meeting

    | • | Prior to joining Hallmark, served as an officer in the United States Army |

  20. Nominees for Election at Annual Meeting

    | • | NACD Directorship Certification |

  21. Nominees for Election at Annual Meeting

    | | William McNamara Age: 73 Director since: 2014 Committee Membership: • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Business Development/M&A, Industry, Leadership, Sales and Marketing, Supply Chain |

  22. Nominees for Election at Annual Meeting

    | Key Qualifications: Mr. McNamara brings to the Board over 30 years of experience in retail chain management, equipping him with deep insights into consumer behavior, brand building and operational matters. His expertise encompasses merchandising, product development, retail store operations, distributions, and brand innovation. |

  23. Nominees for Election at Annual Meeting

    Career Highlights:

  24. Nominees for Election at Annual Meeting

    | • | President of Macy’s Reinvent Strategies, a division of Macy’s, Inc., a department store retailer, from 2008 to 2009 |

  25. Nominees for Election at Annual Meeting

    | • | Chairman and Chief Executive Officer of the Midwest division of Macy’s, Inc. from 2005 to 2008 |

  26. Nominees for Election at Annual Meeting

    | • | Vice Chairman of May Department Stores Company, a department store retailer, from 2000 until its acquisition by Federated in 2005, responsible for all department store divisions |

  27. Nominees for Election at Annual Meeting

    | • | President of The May Merchandising Company, a department store retailer, from 1998 to 2000, responsible for leading all brand merchandising and product development |

  28. Nominees for Election at Annual Meeting

    | • | Began career at Filene’s, a division of May Department Stores, rising through the ranks of the merchandising organization |

  29. Nominees for Election at Annual Meeting

    | • | None |

  30. Nominees for Election at Annual Meeting

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 13 |

  31. Nominees for Election at Annual Meeting

    | | Michael O’Sullivan Age: 60 Director since: 2019 Committee Membership: • None Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain |

  32. Nominees for Election at Annual Meeting

    | Key Qualifications: Mr. O’Sullivan’s day-to-day leadership and experience as our CEO gives him unique insights into our opportunities, challenges and operations. In addition to his experience as our CEO, he brings to the Board a wealth of knowledge and expertise from over 25 years of experience in the retail industry. |

  33. Nominees for Election at Annual Meeting

    Career Highlights:

  34. Nominees for Election at Annual Meeting

    | • | Chief Executive Officer of Burlington Stores, Inc. since September 2019 |

  35. Nominees for Election at Annual Meeting

    | • | President and Chief Operating Officer of Ross Stores, Inc., an off-price retailer, from 2009 to 2019, and various roles at Ross Stores from 2003 to 2009 |

  36. Nominees for Election at Annual Meeting

    | • | Partner at Bain & Company, a global consulting firm, from 1991 to 2003, working with companies in the retail industry on business strategy and performance improvement |

  37. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  38. Nominees for Election at Annual Meeting

    | • | Ross Stores, Inc. from 2014 to 2019 |

  39. Nominees for Election at Annual Meeting

    | | Jessica Rodriguez Age: 51 Director since: 2018 Committee Membership: • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Industry, Leadership, Public Company Board, Sales and Marketing |

  40. Nominees for Election at Annual Meeting

    | Key Qualifications: Ms. Rodriguez brings to the Board extensive operational, marketing, and consumer engagement experience. Her long background in media and marketing provides deep insight into consumer behavior, brand development, and consumer social and digital engagement. |

  41. Nominees for Election at Annual Meeting

    Career Highlights:

  42. Nominees for Election at Annual Meeting

    | • | Chief Marketing Officer and President of Entertainment of Univision Communications Inc., the leading media company serving Hispanic America, from 2018 until 2022, and Chief Brand Officer from 2021 until 2022 |

  43. Nominees for Election at Annual Meeting

    | • | President and Chief Operating Officer, Univision Networks, a division of Univision Communications Inc., from 2018 until 2022 |

  44. Nominees for Election at Annual Meeting

    | • | 20-year tenure at Univision included roles of increasing responsibility, including as Executive Vice President of Programming Scheduling and Marketing, Senior Vice President of Univision Cable Networks and Station Manager & VP of Programming and Marketing at Univision Puerto Rico |

  45. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  46. Nominees for Election at Annual Meeting

    | • | Vera Bradley, Inc., a designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts, since January 2024 |

  47. Nominees for Election at Annual Meeting

    The Board of Directors unanimously recommends that the stockholders vote FOR the election of Michael Goodwin, William McNamara, Michael O’Sullivan and Jessica Rodriguez.

  48. Nominees for Election at Annual Meeting

    | 14 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  49. Directors Continuing in Office

    Directors Continuing in Office The following sets forth the name, age and information regarding the business experience and qualifications of each of the directors who will continue in office after the Annual Meeting: Class I Directors—Terms Expiring at the 2026 Annual Meeting

  50. Directors Continuing in Office

    | | Ted English Age: 70 Director since: 2016 Committee Membership: • Audit • Compensation Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain |

  51. Directors Continuing in Office

    | Key Qualifications: Mr. English brings to the Board more than 40 years of experience in the retail industry, including as chief executive of two leading off-price retail companies. His broad experience in large retail chain management encompasses marketing, finance and accounting, operational expertise, and supply chain management. |

  52. Directors Continuing in Office

    Career Highlights:

  53. Directors Continuing in Office

    | • | Executive Chairman, Bob’s Discount Furniture, Inc., a premier discount home furnishings company, since March 2016 |

  54. Directors Continuing in Office

    | • | Chief Executive Officer of Bob’s Discount Furniture from 2006 until March 2016 |

  55. Directors Continuing in Office

    | • | President and Chief Executive Officer of TJX Companies, Inc., a leading off-price retailer of apparel and home fashions, from 2000 (and President from 1999) to 2005 |

  56. Directors Continuing in Office

    | • | Chairman of The Marmaxx Group, a division of TJX, between 2000 and 2004, and held various other executive and merchandising positions with TJX from 1983 to 1999 |

  57. Directors Continuing in Office

    Other Public Company Boards:

  58. Directors Continuing in Office

    | • | None |

  59. Directors Continuing in Office

    Other Biography Highlights:

  60. Directors Continuing in Office

    | • | Director of Bob’s Discount Furniture, Inc. since 2015 |

  61. Directors Continuing in Office

    | • | Director of Rue Gilt Groupe (formerly Rue La La), an e-commerce destination connecting world-class brands with next generation shoppers, since 2013 |

  62. Directors Continuing in Office

    | • | Member of the Board of Trustees of various funds within the multi-affiliate structure of Natixis Global Asset Management, a global asset management firm, since 2011 |

  63. Directors Continuing in Office

    | • | Director of BJ’s Wholesale Club, Inc., membership-only warehouse chain, from 2006 to 2011 |

  64. Directors Continuing in Office

    | | Jordan Hitch Age: 57 Director since: 2006 Committee Membership: • Compensation (Chair) • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Public Company Board |

  65. Directors Continuing in Office

    | Key Qualifications: Mr. Hitch brings to the Board more than 25 years of experience investing in and serving as an adviser and board member for retail companies at multiple stages of growth. He also possesses valuable strategic and financial expertise, including significant experience with capital markets transactions. |

  66. Directors Continuing in Office

    Career Highlights:

  67. Directors Continuing in Office

    | • | Active personal investor across a wide range of early-stage growth companies and renewable infrastructure projects |

  68. Directors Continuing in Office

    | • | Managing Director at Bain Capital, a private investment firm, until 2015, leaving the firm after 18 years, and Senior Advisor until 2017 |

  69. Directors Continuing in Office

    Other Public Company Boards:

  70. Directors Continuing in Office

    | • | Bright Horizons Family Solutions, Inc., an employer-sponsored childcare provider, since 2008 |

  71. Directors Continuing in Office

    Other Biography Highlights:

  72. Directors Continuing in Office

    | • | Member of the Board of Trustees of Lehigh University since 2014 |

  73. Directors Continuing in Office

    | • | Current and former director of numerous private companies in the consumer and retail industries |

  74. Directors Continuing in Office

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 15 |

  75. Directors Continuing in Office

    | | Mary Ann Tocio Age: 75 Director since: 2015 Committee Membership: • Nominating and Corporate Governance (Chair) • Compensation Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Leadership, Public Company Board, Real Estate, Sales and Marketing |

  76. Directors Continuing in Office

    | Key Qualifications: Ms. Tocio brings to the Board more than 20 years of experience managing complex and growing organizations through acquisitions, global expansion, and business transformations. Her significant public company board service provides experience with corporate governance matters, risk management, and management oversight. |

  77. Directors Continuing in Office

    Career Highlights:

  78. Directors Continuing in Office

    | • | President and Chief Operating Officer, Bright Horizons Family Solutions, Inc., an employer- sponsored childcare provider, from 2000 (and Chief Operating Officer from 1993) to 2015 |

  79. Directors Continuing in Office

    | • | Prior to Bright Horizons, held several positions with Wellesley Medical Management, Inc. (Health Stop), including Senior Vice President of Operations |

  80. Directors Continuing in Office

    Other Public Company Boards:

  81. Directors Continuing in Office

    | • | Bright Horizons Family Solutions, Inc., an employer-sponsored childcare provider, since 2001 |

  82. Directors Continuing in Office

    | • | Director of 1Life Healthcare, Inc., a chain of primary healthcare clinics, from 2021 until its acquisition by Amazon.com, Inc. in 2023 |

  83. Directors Continuing in Office

    | • | Director of Civitas Solutions, Inc. (The MENTOR Network), a provider of health and human services, from 2015 to 2019 |

  84. Directors Continuing in Office

    | • | Mac-Gray Corporation, a provider of laundry facilities management services, from 2006 to 2013 |

  85. Directors Continuing in Office

    | • | Governing Trustee of the Dana Farber Cancer Institute since 2016 |

  86. Directors Continuing in Office

    | 16 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  87. Directors Continuing in Office

    Class III Directors—Terms Expiring at the 2025 Annual Meeting

  88. Directors Continuing in Office

    | | John J. Mahoney Chairman of the Board Age: 72 Director since: 2013 Committee Membership: • None Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership, Public Company Board |

  89. Directors Continuing in Office

    | Key Qualifications: Mr. Mahoney brings to the Board over 30 years of financial expertise and over 25 years of retail industry experience, including as chief financial officer of a leading retailer. Serving as an accomplished director for a variety of consumer companies provides Mr. Mahoney with insight into the complex board oversight responsibilities for consumer businesses. |

  90. Directors Continuing in Office

    Career Highlights:

  91. Directors Continuing in Office

    | • | Vice Chairman and Chief Financial Officer of Staples, Inc., a business and consumer goods retailer, from 2006 (and Chief Financial Officer from 1996) until 2012; also served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer from 1997 to 2006 |

  92. Directors Continuing in Office

    | • | Prior to joining Staples, served as a partner at Ernst & Young LLP, including service in the firm’s National Office Accounting and Auditing group |

  93. Directors Continuing in Office

    Other Public Company Boards:

  94. Directors Continuing in Office

    | • | Bloomin’ Brands, Inc., a casual dining chain, since 2012 |

  95. Directors Continuing in Office

    | • | Chico’s FAS, Inc., a fashion retailer, from 2007 through 2024 |

  96. Directors Continuing in Office

    | • | The Michael’s Companies, Inc., an arts and crafts retail chain, from 2013 to 2021 |

  97. Directors Continuing in Office

    | • | Zipcar, Inc., a leading car-sharing service, from 2010 to 2012 |

  98. Directors Continuing in Office

    | • | Tweeter Home Entertainment Group, a national specialty consumer electronics retailer, from 2004 to 2007 |

  99. Directors Continuing in Office

    | • | Advo, Inc., a leading direct mail marketing services company, from 2001 to its acquisition in 2007 |

  100. Directors Continuing in Office

    Other Biography Highlights:

  101. Directors Continuing in Office

    | • | Certified public accountant |

  102. Directors Continuing in Office

    | | Laura J. Sen Age: 67 Director since: 2018 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Real Estate, Sales and Marketing, Supply Chain |

  103. Directors Continuing in Office

    | Key Qualifications: Ms. Sen brings to the Board over 25 years of retail management leadership, including critical roles growing BJ’s from an early-stage business to a Fortune 500 company. Her deep skillset encompasses operations, merchandising, logistics, and financial expertise. Ms. Sen’s director service in a variety of sectors equips her with an understanding of different businesses, challenges and strategies. |

  104. Directors Continuing in Office

    Career Highlights:

  105. Directors Continuing in Office

    | • | Non-Executive Chairman of BJ’s Wholesale Club, Inc., a membership-only warehouse chain, from 2016 to 2018 |

  106. Directors Continuing in Office

    | • | Chief Executive Officer of BJ’s from 2009 to 2016 |

  107. Directors Continuing in Office

    | • | Chief Operating Officer of BJ’s from 2008 to 2009 and Executive Vice President of Merchandising and Logistics from 2007 to 2008 (and 1997 to 2003) |

  108. Directors Continuing in Office

    | • | Principal of Sen Retail Consulting, a consulting firm advising retail companies on merchandising and logistics, from 2003 to 2006 |

  109. Directors Continuing in Office

    Other Public Company Boards:

  110. Directors Continuing in Office

    | • | NCR Voyix Corporation, a software and services enterprise provider, since 2022 |

  111. Directors Continuing in Office

    | • | EMC Corporation, a provider of enterprise storage systems, from 2015 to its acquisition in 2016 |

  112. Directors Continuing in Office

    | • | rue21, inc., a specialty retailer, from 2012 to its acquisition in 2013 |

  113. Directors Continuing in Office

    Other Biography Highlights:

  114. Directors Continuing in Office

    | • | Director of BJ’s Wholesale Club, Inc. from 2009 to 2018 |

  115. Directors Continuing in Office

    | • | Director of Massachusetts Mutual Life Insurance Company since 2012 |

  116. Directors Continuing in Office

    | • | Director of Massachusetts Port Authority since 2017 |

  117. Directors Continuing in Office

    | • | Director of Federal Reserve Bank of Boston from 2014 until 2016 |

  118. Directors Continuing in Office

    | • | Director of Abington Savings Bank from 2001 until 2004 |

  119. Directors Continuing in Office

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 17 |

  120. Directors Continuing in Office

    | | Paul J. Sullivan Age: 76 Director since: 2012 Committee Membership: • Audit (Chair) Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership |

  121. Directors Continuing in Office

    | Key Qualifications: Mr. Sullivan brings to the Board over 35 years of financial expertise, including substantial experience in corporate finance and accounting and extensive experience providing audit and financial reporting services to numerous organizations. |

  122. Directors Continuing in Office

    Career Highlights:

  123. Directors Continuing in Office

    | • | Partner, PricewaterhouseCoopers LLP from 1983 to 2009, including as a member of the Board of Partners, the Chair of the Finance Committee, and a member of the Management Evaluation and Compensation, Admissions and Strategy Committees |

  124. Directors Continuing in Office

    Other Public Company Boards:

  125. Directors Continuing in Office

    | • | None |

  126. Directors Continuing in Office

    | • | Certified public accountant |

  127. Directors Continuing in Office

    | 18 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  128. Majority Vote Standard for Election of Directors

    Majority Vote Standard for Election of Directors The Amended Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote in the election of such director, such that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. The Guidelines require that, following any election of directors other than a contested election of directors, any incumbent director who was a nominee and who did not receive a majority of the votes cast by the shares present virtually or represented by proxy at the meeting and entitled to vote on the election of directors must promptly tender his or her offer of resignation to the Board for consideration by the Board. The Guidelines further provide that a recommendation on whether or not to accept such a resignation offer will then be made by the Nominating and Corporate Governance Committee or, if each member of the Nominating and Corporate Governance Committee did not receive the required majority vote or the Nominating and Corporate Governance Committee is otherwise unable to act, a majority of the Board will appoint a special committee of independent directors for the purpose of making a recommendation to the Board (the committee with authority to act is referred to as “Nominating Committee”). If no independent directors received the required majority vote, the Guidelines require that the Board act on the resignation offers. Within 60 days following certification of the stockholder vote, the Nominating Committee will consider the resignation offer and recommend to the Board the action to be taken. Absent a compelling reason for the director to remain on the Board, as determined by the Board in its business judgment, the Board will accept the resignation offer. Any director who tenders his or her resignation will not participate in the Nominating Committee recommendation or Board action regarding whether to accept the resignation

  129. Majority Vote Standard for Election of Directors

    | 22 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  130. Majority Vote Standard for Election of Directors

    offer. The Board will determine whether to accept the resignation offer and publicly disclose the decision and the reasons for the decision, by a press release, a filing with the SEC or other broadly disseminated means of communication, within 90 days following certification of the stockholder vote.

  131. Identification of Director Nominees

    Identification of Director Nominees The Board is responsible for nominating candidates for election as directors by our stockholders and filling vacancies and new directorships on the Board, in each case based on the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies nominees by first considering the broader context of the Board’s overall composition and the Company’s current and future needs to establish which skills and experience are needed on the Board. Current members of the Board with skills and experience that are relevant for our business and who are willing to continue in service are considered for re-nomination, and the Board recognizes that incumbent directors should not expect to be renominated automatically or continually. The Nominating and Corporate Governance Committee will also periodically consider whether the Board should increase its size to add directors with relevant skills and experience or fresh perspectives that are needed on the Board. In the event that the Board determines to nominate a new director, the Nominating and Corporate Governance Committee will then identify the desired skills and experience of a new nominee. The Nominating and Corporate Governance Committee may, in its discretion, also engage a consultant or search firm to assist in identifying qualified individuals. As set forth in the Guidelines, it is the policy of our Board that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. It is also the policy of the Board that the composition of the Board and its committees adheres to the standards of independence required by the NYSE and applicable law and reflect a range of talents, ages, skills, character, diversity (including gender and racial/ethnic diversity), and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company.

  132. Identification of Director Nominees

    | 30 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  133. Identification of Director Nominees

    Director Candidates Recommended by Stockholders. The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors. Proxy Access. Our Amended Bylaws enable eligible stockholders to have their own qualifying director nominee(s) included in the Company’s proxy materials, along with candidates nominated by our Board of Directors, as described in further detail above under the caption entitled “Proxy Access.”

  134. Director Compensation

    Director Compensation

  135. Stock Awards

    | DIRECTOR COMPENSATION |

  136. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The table below summarizes the compensation paid to our independent, non-management directors for fiscal 2023.

  137. Fiscal 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Ted English | 120,000 | 164,879 | — | — | — | — | 284,879 | | Michael Goodwin | 108,000 | 164,879 | — | — | — | — | 272,879 | | Jordan Hitch | 125,000 | 164,879 | — | — | — | — | 289,879 | | John J. Mahoney | 290,000 | 164,879 | — | — | — | — | 454,879 | | William McNamara | 100,000 | 164,879 | — | — | — | — | 264,879 | | Jessica Rodriguez | 100,000 | 164,879 | — | — | — | — | 264,879 | | Laura J. Sen | 108,000 | 164,879 | — | — | — | — | 272,879 | | Paul J. Sullivan | 120,000 | 164,879 | — | — | — | — | 284,879 | | Mary Ann Tocio | 122,000 | 164,879 | — | — | — | — | 286,879 |

  138. Fiscal 2023 Director Compensation

    | (1) Represents each director’s annual fee as compensation for services as a director and each director’s annual fee as compensation for such director’s services as Board Chair or as a committee member or chair, as applicable. |

  139. Fiscal 2023 Director Compensation

    | (2) Amounts shown represent the aggregate grant date fair value of the fiscal 2023 RSU awards. The amounts shown were calculated in accordance with FASB ASC Topic 718. On May 18, 2023, the first business day following our 2023 Annual Meeting of Stockholders, each non-management director was granted an award of 934 RSUs pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (the “2022 Incentive Plan”). The RSUs granted to each director have a grant date fair value of $176.53 per unit, such amount representing the closing price of our common stock on the grant date. As of February 3, 2024, each independent, non-management director had 934 unvested RSUs outstanding. |

  140. Fiscal 2023 Director Compensation

    | 38 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  141. Fiscal 2023 Target Compensation Mix

    Fiscal 2023 Target Compensation Mix A significant portion of the targeted annual compensation for our NEOs is performance-based and/or subject to forfeiture (“at-risk”). For fiscal 2023, target performance-based compensation was comprised of annual cash incentives, PSUs and stock options. The annual cash incentives and PSUs reward performance measured against pre-established performance objectives linked to the Company’s internal operating plan. The future realizable value of stock options is dependent on stock price appreciation following the grant date. At-risk compensation was targeted to be delivered through the performance-based compensation discussed above and RSU awards. The Committee considers RSUs to be at-risk due to the vesting period and given that the realizable value of the awards is subject to our future stock price performance. The Committee promotes a pay-for-performance philosophy and alignment between the interests of our NEOs with those of our stockholders by linking pay to our operating and/or stock price performance. The chart below illustrates Mr. O’Sullivan’s target annual compensation mix as of May 1, 2023, the date of the 2023 LTIP grant. As reflected in the chart, approximately 71.5% of total target annual compensation was performance-based and approximately 90% of the total target annual compensation for Mr. O’Sullivan was “at-risk.”

  142. Fiscal 2023 Incentive Plan Performance

    Fiscal 2023 Incentive Plan Performance The following results under our performance-based incentive plans are described in more detail below:

  143. Fiscal 2023 Incentive Plan Performance

    | Annual Incentive Plan | Long-Term Incentive Plan (LTIP) | | The Committee determined that Adjusted EBIT (as defined below) should be the sole performance metric for purposes of the fiscal 2023 Annual Incentive Plan. Our performance during fiscal 2023 led to Adjusted EBIT of $596 million as compared with a target of $572-$633 million. Based on achieved performance, the Committee determined that each NEO earned 100% of their respective target annual incentive. | Fiscal 2023 represented the final year of the performance period for PSUs granted in fiscal 2021. The fiscal 2021 PSUs were earned based upon the cumulative Adjusted EBIT margin expansion and sales CAGR (each weighted 50%) achieved by the Company during the 2021, 2022 and 2023 fiscal years. Over the three-year performance period, we achieved sales CAGR of 9.6% (compared with a target of 8%) and Adjusted EBIT margin expansion of -3.2% (compared with a target of 0.20%). As a result, NEOs earned 91% of their fiscal 2021 PSU awards, reflecting performance above the target level for the sales CAGR metric (182%) and below the threshold level for the Adjusted EBIT margin expansion metric (0%). |

  144. Fiscal 2024 Plan Enhancements

    Fiscal 2024 Plan Enhancements In February 2024, the Committee approved the design of the 2024 LTIP and Annual Incentive Plan. Performance for purposes of 2024 PSU awards will be measured based on Adjusted EPS growth over a cumulative three-year performance period (instead of averaging the three individual years). With respect to the Annual Incentive Plan, the Committee determined to revert to a fixed target (instead of a target range) with a 50% (instead of a 20%) threshold, and once again measure performance based on full-year Adjusted EBIT. These enhancements are described in more detail below.

  145. Key Features of Our Executive Compensation Program

    | What We Do | | | | Align Pay with Company Financial Performance | ✓ | The compensation program for our NEOs is designed to align pay with actual Company results, and the Committee regularly reviews such alignment. Annual incentive awards, as well as PSU awards (which accounted for 50% of the annual long-term incentive grants made to our NEOs in fiscal 2023), are based on the achievement of pre-established goals linked to our performance. | | Balance Short-Term and Long-Term Incentives | ✓ | Our compensation program is designed to provide an appropriate balance of short-term and long-term incentives. | | Say-on-Pay Frequency | ✓ | Our Board elected to have our executive compensation program considered by stockholders annually through our Say-on-Pay vote. | | Independent Compensation Consultant | ✓ | The Committee directly engages an independent compensation consultant that does not provide services to management. | | Annual Compensation Risk Assessment | ✓ | The Committee conducts a risk assessment of our compensation program on an annual basis. Based on that assessment, the Committee concluded that our compensation policies and practices do not encourage behaviors that could create material risk for the Company. | | Robust Stock Ownership Guidelines | ✓ | We have stock ownership guidelines which provide that (i) our CEO should own shares of our common stock valued at a 6x multiple of annual base salary; and (ii) each continuing NEO (other than our CEO) should own shares of our common stock valued at a 3x multiple of annual base salary. | | Award Limits | ✓ | Annual Incentive Plan payouts for our NEOs, as well as PSU awards made to our NEOs, are subject to maximum payout limits. | | Compensation Recoupment Policy | ✓ | Our compensation recoupment policy provides that the Committee may require relinquishment of previously awarded equity-based compensation and/or repayment of previously paid incentive cash compensation in the event of a financial restatement or significant financial harm to the Company arising out of willful actions or gross negligence by any officer of the Company. In addition, the Committee has approved a clawback policy as required by Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. | | Regularly Review Share Utilization | ✓ | Management and the Committee periodically evaluate overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares) to assess alignment with our compensation program and market practices. |

  146. Key Features of Our Executive Compensation Program

    | What We Don’t Do | | | | No Excise Tax Gross-Ups | × | In the event of a change in control, none of our NEOs are entitled to a tax gross-up of any excise taxes imposed. | | No Discounted Stock Options | × | We do not set the exercise price of stock options at less than 100% of the fair market value of our common stock on the date of grant. | | No Repricing Without Stockholder Approval | × | The 2022 Incentive Plan does not allow the repricing of any stock option or stock appreciation right without stockholder approval. | | No Hedging or Pledging of Company Stock | × | Our directors and executive officers are prohibited from engaging in pledging or hedging activities involving Company securities. | | No Automatic “Single-Trigger” Vesting | × | In the event of a change in control, our equity award grants contain a “double trigger” – meaning that both a change in control and qualifying termination of employment must occur for automatic vesting. | | No Pension Plans or SERPs | × | We do not sponsor any qualified or non-qualified defined benefit plans or SERPs. | | No Guaranteed Bonuses or Salary Increases | × | We do not guarantee salary increases or provide guaranteed bonuses to any of our executive officers other than to certain newly hired executive officers with respect to their first year of employment with us. | | No Evergreen Provision or Reload Options | × | The 2022 Incentive Plan does not provide for automatic share additions during its term or provide for the ability to grant reload options. | | No Liberal Share Recycling | × | Under the 2022 Incentive Plan, shares tendered to or withheld by the Company to satisfy tax withholding obligations or to pay an option exercise price are not available for future issuance or delivery. |

  147. Elements of Our Executive Compensation and Benefits Programs

    | • | Annual cash incentives; and |

  148. Elements of Our Executive Compensation and Benefits Programs

    | • | Long-term equity incentives. |

  149. Elements of Our Executive Compensation and Benefits Programs

    | Element of Pay | Form | Designed to Reward/Promote | Alignment with Objectives | | Base Salary | • Cash | • Experience, knowledge in industry, duties, scope of responsibility and individual performance. | • Provides a minimum, fixed level of cash compensation to attract and retain talented executives who can continue to improve our overall performance. | | Annual Cash Incentives | • Cash | • Achievement of the Company’s annual strategic and financial goals; incent and reward financial and operating performance. | • Motivates executives to achieve specific performance goals and objectives. | | Long-Term Equity Incentives | • PSUs • Stock Options • RSUs | • Achievement of efficient long-term growth and development. • Value-creating actions deemed necessary to increase the market value of our stock. • Executive retention, stock ownership and alignment of interests with stockholders. | • Aligns our executives’ interests with those of our stockholders to increase overall stockholder value. • Represents potentially the largest pay component, which provides an opportunity for significant compensation following strong Company performance and share performance, helping us to attract and retain talented executives. |

  150. Elements of Our Executive Compensation and Benefits Programs

    | • | competitive market compensation paid by other companies for similar positions; and |

  151. Elements of Our Executive Compensation and Benefits Programs

    | • | annual performance reviews completed by the CEO with respect to the NEOs other than himself. |

  152. Elements of Our Executive Compensation and Benefits Programs

    At the beginning of fiscal 2023, Mr. Pasch’s salary was $453,750, and was subsequently increased to $471,900 based on a merit increase in April 2023. Mr. Pasch’s base salary was further increased to $600,000 in connection with his promotion to Executive Vice President and Chief Human Resources Officer. In making this adjustment, the Committee reviewed comparable market data for his role as well as the compensation of his predecessor. Annual Incentive Awards 2023 Annual Incentive Plan Annual incentive awards are an important part of the overall compensation we pay our NEOs. Unlike base salary, which is fixed, annual incentive awards are paid only if specified performance levels are achieved. The Committee believes that annual incentive awards encourage our NEOs to focus on specific short-term business and financial goals, without sacrificing our long-term objectives. The Committee recognizes the importance of achieving an appropriate balance between supporting the Company’s objective of rewarding executives for strong performance over the short-term and establishing realistic targets that continue to motivate and retain executives. As a result, our 2023 Annual Incentive Plan provides for measurable, rigorous performance goals that are designed to be achievable but challenge our executives to drive business results that produce stockholder value.

  153. Elements of Our Executive Compensation and Benefits Programs

    2023 Annual Incentive Target Under our 2023 Annual Incentive Plan, and consistent with practice in prior years, the Committee approves each NEO’s annual incentive target, which is expressed as a percentage of his or her base salary in effect at the end of the fiscal year. In setting or adjusting an NEO’s annual incentive target, the Committee considers the NEO’s individual performance, market data as well as internal pay practices. The table below shows each of our NEO’s 2023 annual incentive target expressed as a percentage of base salary and as a dollar amount. The fiscal 2023 annual incentive target percentages for Messrs. O’Sullivan, Marquette, and Allison and Mses. Vecchio and Wolfe were unchanged from fiscal 2022. The annual incentive target for Mr. Pasch was increased from 50% to 75% of base salary in connection with his promotion to Executive Vice President and Chief Human Resources Officer after considering market data, the compensation of his predecessor as well as the Company’s internal pay practices.

  154. Elements of Our Executive Compensation and Benefits Programs

    | Named Executive Officer | Annual Incentive Target as % of Base Salary | Fiscal 2023 Base Salary Rate | Target Award | | Michael O’Sullivan | 150% | $1,442,000 | $2,163,000 | | Kristin Wolfe | 75% | $797,500 | $598,125 | | Jennifer Vecchio | 130% | $1,122,056 | $1,458,673 | | Travis Marquette | 100% | $945,540 | $945,540 | | Matthew Pasch(1) | 75% | $600,000 | $356,604 | | Michael Allison(2) | 75% | $746,750 | $560,063 |

  155. Elements of Our Executive Compensation and Benefits Programs

    | 2 | The Committee approved a payment to Mr. Allison’s beneficiaries representing the cash bonus Mr. Allison would have been entitled to receive under the 2023 Annual Incentive Plan, based on actual Company performance and pro-rated for service through his death, payable at the same time and in the same manner bonuses were paid to other Executive Vice President level associates under the plan. |

  156. Elements of Our Executive Compensation and Benefits Programs

    2023 Performance Measures, Goals, and Payout Scale Consistent with the fiscal 2022 design, in February 2023, the Committee determined that Adjusted EBIT should be the sole performance metric for purposes of the 2023 Annual Incentive Plan. Adjusted EBIT is a core driver of our performance and success, as it measures profitability, reflects management efforts to manage expenses, and further aligns our NEOs’ interests with our stockholders’ interests. In addition, the Committee determined that the Company’s actual Adjusted EBIT performance should be measured on a full-year basis, rather than separately measured for each half of the fiscal year (which had been the Company’s approach in fiscal 2022). The Committee also established a target Adjusted EBIT goal range of $572 – $633 million for the full fiscal year 2023. Although there was still economic uncertainty at the time the Committee established the fiscal year 2023 goals, because much of the volatility associated with the pandemic and its aftermath had subsided, the Committee elected to revert to its historical practice of determining payouts based on an annual performance period rather than two six-month performance periods. The use of six-month performance periods under the Annual Incentive Plan was implemented to help manage the market volatility that occurred as a result of the pandemic. The Committee established a full year target with a range to balance the need to set clear goals for the year in advance while still providing flexibility given the uncertain economic environment at the time the goals were set. Based on the Company’s achieved performance against this goal, each NEO’s incentive award could range from 20% (at threshold performance) to no more than 200% (at maximum performance) of his or her annual incentive target award. In establishing the Annual Incentive Plan targets, the Committee considers the financial plan approved by the Board, which is informed by our prior year results as well as our forecast, including our projections for new store openings. While the Committee believed the target range to be achievable with strong performance, the Committee designed the target range to be challenging to help drive business results that produce stockholder value.

  157. Elements of Our Executive Compensation and Benefits Programs

    In February 2024, the Committee approved the 2024 Annual Incentive Plan. As the unprecedented volatility that we experienced during the pandemic and its aftermath has largely subsided, the Committee determined to revert to a fixed target (instead of a target range) with a 50% (instead of a 20%) threshold, and once again measure performance based on full-year Adjusted EBIT. The tables below show the threshold, target and maximum performance goals and the associated annual incentive payout percentage for fiscal 2023.

  158. Elements of Our Executive Compensation and Benefits Programs

    | | Zero | Threshold Performance | At Target | Maximum | | Adjusted EBIT ($M)(1) | < $396 | $396 | $572 - $633 | $810 | | Payout Percentage(2) | 0% | 20% | 100% | 200% |

  159. Elements of Our Executive Compensation and Benefits Programs

    | (2) Payouts for performance between these various performance achievement levels are calculated using straight line interpolation. |

  160. Elements of Our Executive Compensation and Benefits Programs

    Awards made to NEOs under the fiscal 2023 Annual Incentive Plan are equal to the product of: (i) the Adjusted EBIT Payout Percentage; and (ii) the NEO’s target annual incentive award. Notwithstanding this formula, the Committee retains discretion to adjust payouts, including making no payout, based on unanticipated positive or negative events or other factors deemed relevant by the Committee, as determined by the Committee in its sole and absolute discretion. In exercising its discretion to reduce the amount of an award, the Committee may take into account the NEO’s individual performance rating. 2023 Achieved Performance and Determination of Payout Following the conclusion of fiscal 2023, the Committee assessed whether and to what extent the performance goal for the year was met. Our performance with respect to the performance goal was as follows:

  161. Elements of Our Executive Compensation and Benefits Programs

    | Metric | Target | Actual | Payout Percentage | | Adjusted EBIT ($M) | $572 - $633 | $596 | 100% |

  162. Elements of Our Executive Compensation and Benefits Programs

    | (2) Mr. Allison’s 2023 Annual Incentive Plan award was pro-rated based on his employment during fiscal 2023 through his passing. |

  163. Elements of Our Executive Compensation and Benefits Programs

    vesting terms as those approved for the then-serving NEOs in February 2023 and pro-rated based on his time served in his new role in fiscal 2023. 2023 LTIP Mix The Committee routinely evaluates and considers the type of awards granted under our LTIP. Based on input and analysis from Meridian, the Committee determined that it was appropriate to deliver fiscal 2023 LTIP awards in the following mix, which is identical to the mix used for fiscal 2022 LTIP awards: PSUs. In February 2023, the Committee approved the grant of PSUs to each then-serving NEO. The grant of PSUs supports the Committee’s desire to create a strong and visible link between executive pay and Company performance and further align our executives’ interests with those of our stockholders. Consistent with the design of the PSUs granted in fiscal 2022, the 2023 PSUs measure performance over a three-year period. The eligible vesting with respect to each fiscal year within the three-year period will be determined based on pre-established Adjusted EPS growth goals for such fiscal year, with the goals for each year in the three-year performance period established in fiscal 2023. The payout will be measured based on the Adjusted EPS growth of each individual year during the three-year performance period and then the payouts for each year will be averaged to determine the overall payout. Based on the Company’s achievement of the goals, the vesting of each NEO’s fiscal 2023 PSU award may range from 50% (at threshold performance) to no more than 200% (at maximum performance) of his or her target award. Adjusted EPS growth measures the growth rate of our per share earnings over the performance period, and the Committee believes this metric is closely aligned with driving stockholder value and incentivizes sales growth, margin expansion and the efficient use of cash. The performance goals for 2023 PSU grants were designed to be challenging but achievable with the coordinated, cross-functional focus and effort of our executives. In February 2024, the Committee approved the design of annual PSU grants to be made in 2024. As the unprecedented volatility that we experienced during the pandemic and its aftermath has largely subsided, the Committee, after taking into consideration stockholder feedback received in connection with our engagement program, determined to revert to a three-year cumulative measurement period for purposes of measuring PSU performance. Stock Options. In February 2023, the Committee approved the grant of stock options to each then-serving NEO. The grant of stock options supports the Committee’s philosophy that stock price appreciation should be a significant determinant of the economic return received by our executives from equity compensation. Options have an exercise price per share equal to the fair market value of a share of stock on the grant date and vest in 25% increments over a four-year vesting period, subject to the NEO’s continued employment through the applicable vesting date. Accordingly, each NEO realizes value from stock options only to the extent our share price is greater than the option exercise price and the NEO is employed through the vesting period. In contrast, if our share price declines and remains below the exercise price of a stock option granted to a NEO, the NEO would realize no value with respect to such stock option. RSUs. In February 2023, the Committee approved the grant of RSUs to each then-serving NEO. RSUs are subject to time-based vesting and provide a retention incentive for our NEOs and an incentive to increase stockholder value. RSUs vest in 25% increments over a four-year vesting period, subject to the NEO’s continued employment through the applicable vesting date.

  164. Elements of Our Executive Compensation and Benefits Programs

    | Named Executive Officer | Target LTIP Value | PSUs (Target) | RSUs | Options | | Michael O’Sullivan | $10,221,632 | 27,384 | 13,692 | 36,831 | | Kristin Wolfe | $1,875,366 | 5,024 | 2,512 | 6,758 | | Jennifer Vecchio | $6,447,924 | 17,274 | 8,637 | 23,234 | | Travis Marquette | $2,754,667 | 7,380 | 3,690 | 9,925 | | Matthew Pasch(1) | $635,067 | 1,473 | 1,549 | 2,709 | | Michael Allison | $1,087,759 | 2,914 | 1,457 | 3,920 |

  165. Elements of Our Executive Compensation and Benefits Programs

    PSUs Granted in Fiscal 2021 Fiscal 2023 represented the final year of the performance period for the PSUs granted in fiscal 2021. In February 2024, the Committee reviewed our performance relative to the targets established for these PSU awards. The fiscal 2021 PSUs were earned based upon the cumulative Adjusted EBIT margin expansion and sales CAGR (each weighted 50%) achieved by the Company during the 2021, 2022 and 2023 fiscal years (using fiscal 2019 as the baseline) as follows:

  166. Elements of Our Executive Compensation and Benefits Programs

    | Fiscal 2021 PSUs(1) | Threshold | Target | Maximum | | Three-Year Adjusted EBIT Margin Expansion | -0.20% | 0.20% | 0.60% | | Three-Year Sales CAGR | 6% | 8% | 10% | | Percent of Target Payout(2) | 50% | 100% | 200% |

  167. Elements of Our Executive Compensation and Benefits Programs

    | (2) The number of PSUs earned based on performance between these various performance achievement levels are calculated using straight line interpolation. |

  168. Elements of Our Executive Compensation and Benefits Programs

    | (1) Mr. Marquette’s grant reflects a pro-rated amount based on his start date with the Company. As Ms. Wolfe commenced employment with us in fiscal 2022, she did not receive a 2021 PSU award. In connection with his passing and in accordance with the terms of the award agreement, Mr. Allison’s 2021 PSU award vested on a pro-rated basis based on target performance. |

  169. Termination-Based Compensation

    Termination-Based Compensation Severance arrangements applicable to each of our continuing NEOs other than Mr. Pasch are set forth in each of their respective employment agreements. Mr. Pasch’s severance benefits are governed by the Burlington Stores, Inc. Executive Severance Plan (the “Severance Plan”). The Committee believes these arrangements play an important role in protecting our highly competitive business by restricting our executive officers from working for a competitor or soliciting our associates during the specified severance period. Additionally, each NEO’s equity grant agreements contain terms regarding vesting in connection with the termination of employment and change in control. The Committee believes that these termination and change in control terms provide our NEOs with an incentive to act in stockholders’ best interests during a potential change in control despite the risk of losing their jobs or a significant change in the nature of their benefits and responsibilities. A detailed discussion of compensation payable upon termination or a change in control is provided below under the caption entitled “Potential Payments Upon Termination or Change in Control.”

  170. Prohibition on Hedging and Pledging of Company Stock

    | • | Publicly-Traded Options. Given the relatively short terms of publicly-traded options, transactions in options may cause focus on short-term performance at the expense of our long term objectives. Accordingly, our policy prohibits transactions in put options, call options or other derivative securities related to our securities, on an exchange or in any other organized market. |

  171. Compensation-Related Risk

    | • | Our compensation mix for participants in our LTIP and Annual Incentive Plans is designed to create a balance between short-term results and long-term sustainable performance. Throughout the organization, variable/fixed pay and short-term/long-term pay is carefully calibrated to create an appropriate pay mix and structure by level and, for senior executives, a large portion of pay is variable and oriented toward long-term performance. |

  172. Compensation-Related Risk

    | • | A portion of the 2023 LTIP awards made to senior vice presidents and officers above that level (including our NEOs) are in the form of PSUs based on pre-established goals linked to our performance over a three-year period. Accordingly, the performance period and vesting schedules for long-term incentives awards will thereafter overlap which we believe reduces the motivation to maximize performance in any one period. |

  173. Compensation-Related Risk

    | • | Our Annual Incentive Plan and PSUs include a maximum payout cap. In addition, the Committee has the authority to exercise discretion when determining payouts under our incentive programs. In fiscal 2022, the Committee exercised negative discretion to reduce the payout under the Annual Incentive Plan. |

  174. Compensation-Related Risk

    | • | Time-based equity awards granted to our associates generally do not vest fully for four years. We believe this longer vesting period discourages unnecessary or excessive risk-taking. |

  175. Compensation-Related Risk

    | through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines for our executive officers and non-employee directors, which expose our executive officers and non-employee directors to the loss of the value of the retained equity. |

  176. Compensation-Related Risk

    | • | The Committee has established a compensation peer group designed to provide meaningful comparisons to ‘market’ and align compensation programs with industry practice. |

  177. Compensation-Related Risk

    | • | We have reasonable general severance arrangements. |

  178. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table sets forth summary information concerning the compensation of our NEOs for fiscal 2023 and, to the extent required by applicable SEC disclosure rules, fiscal 2022 and fiscal 2021:

  179. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Michael O’Sullivan, | 2023 | 1,459,231 | — | 7,665,192 | 2,556,440 | 2,163,000 | 15,120 | 13,858,983 | | Chief Executive Officer | 2022 | 1,382,500 | — | 7,309,310 | 2,440,115 | 1,680,000 | 13,979 | 12,825,904 | | | 2021 | 1,310,769 | — | 6,386,592 | 2,128,375 | 4,005,000 | 36,699 | 13,867,435 | | Kristin Wolfe, | 2023 | 800,962 | — | 1,406,293 | 469,073 | 598,125 | 15,120 | 3,289,573 | | Executive Vice President and Chief Financial Officer | 2022 | 360,577 | 1,100,000 | 2,591,634 | 2,032,626 | 223,764 | 749 | 6,309,350 | | Jennifer Vecchio, | 2023 | 1,135,464 | — | 4,835,252 | 1,612,672 | 1,458,673 | 15,120 | 9,057,181 | | Group President and Chief Merchandising Officer | 2022 | 1,078,774 | — | 3,937,671 | 1,314,551 | 1,132,950 | 13,979 | 7,477,925 | | | 2021 | 1,008,303 | — | 3,780,766 | 1,260,015 | 2,730,000 | 30,033 | 8,809,117 | | Travis Marquette, | 2023 | 956,838 | — | 2,065,773 | 688,894 | 945,540 | 30,620 | 4,687,665 | | President and Chief Operating Officer | 2022 | 913,154 | — | 2,025,143 | 676,032 | 734,400 | 1,100,003 | 5,448,732 | | | 2021 | 276,923 | 2,437,637 | 4,159,986 | 3,388,327 | 145,879 | 187,153 | 10,595,905 | | Matthew Pasch, | 2023 | 525,707 | — | 476,285 | 158,782 | 356,604 | 18,823 | 1,536,201 | | Executive Vice President and Chief Human Resources Officer | | | | | | | | | | Michael Allison, | 2023 | 394,607 | — | 815,672 | 272,087 | 294,372 | 65,348 | 1,842,086 | | Former Executive Vice President & Chief Administrative Officer | 2022 | 704,808 | — | 1,615,965 | 272,289 | 435,000 | 16,970 | 3,045,032 | | | 2021 | 512,500 | — | 627,975 | 209,251 | 803,571 | 11,599 | 2,164,896 |

  180. Fiscal 2023 Summary Compensation Table

    | (1) Following Mr. Allison’s passing on August 11, 2023, Mr. Pasch was promoted to Executive Vice President and Chief Human Resources Officer, effective September 17, 2023. The amounts included for Mr. Pasch include amounts prior to his promotion to Executive Vice President and Chief Human Resources Officer. |

  181. Fiscal 2023 Summary Compensation Table

    | (2) Represents the aggregate grant date fair value of RSU and PSU awards calculated in accordance with FASB ASC Topic 718, based on the closing share price on the date of grant and, in the case of the PSUs, the probable satisfaction of the performance conditions at target for such PSUs as of the date of grant. Assuming the highest level of performance is achieved for the 2023 PSU awards, the maximum value of these awards at the grant date would be as follows: Mr. O’Sullivan—$10,220,256; Ms. Wolfe—$1,875,057; Ms. Vecchio—$6,447,002; Mr. Marquette—$2,754,364; Mr. Pasch—$430,616; and Mr. Allison—$1,087,563. In connection with his passing, under the terms of the equity grant agreement, Mr. Allison’s outstanding PSU awards vested on a prorated basis based on target performance. In connection with Mr. Pasch’s promotion to Senior Vice President of Human Resources, Merchandising and his subsequent promotion to Executive Vice President and Chief Human Resources Officer, he received pro-rated 2023 LTIP awards on February 1, 2023 and October 9, 2023, respectively. The amount of compensation, if any, actually realized by a NEO from RSU and PSU awards will depend on numerous factors, including the continued employment of the NEO through the vesting period of the award and, in the case of the PSUs, whether the underlying performance goals have been achieved. The vesting terms and conditions of the awards granted to our NEOs are described below under the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End.” |

  182. Fiscal 2023 Summary Compensation Table

    | (3) Represents the aggregate grant date fair value of stock option awards. The amount reported in this column for Mr. Pasch includes stock options granted in connection with each promotion referenced above. The amounts shown were calculated in accordance with FASB ASC Topic 718, and are based on a number of key assumptions described in Note 11 (entitled “Stock-Based Compensation”) to our February 3, 2024 Consolidated Financial Statements. The amount of compensation, if any, actually realized by a NEO from the exercise and sale of vested options will depend on numerous factors, including the continued employment of the NEO through the vesting period of the award and the amount by which the share price on the day of exercise and sale exceeds the option exercise price. The vesting terms and conditions of the awards granted to our NEOs are described below under the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End.” |

  183. Fiscal 2023 Summary Compensation Table

    | (4) Amounts in this column represent awards made under the Annual Incentive Plan described above in the section of the Compensation Discussion and Analysis entitled ”Annual Incentive Awards.” The fiscal 2023 amount for Mr. Pasch is pro-rated based on the number of days in each role held during the year. The fiscal 2023 amount for Mr. Allison is pro-rated to reflect his service with the Company during the year. |

  184. Fiscal 2023 Summary Compensation Table

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 65 |

  185. Fiscal 2023 Summary Compensation Table

    | (5) The amounts reported in this column for fiscal 2023 include the following: |

  186. Fiscal 2023 Summary Compensation Table

    | Name | Company Matching 401(k) Contributions ($) | Financial Planning Services ($) | Insurance Premiums ($)(a) | Other ($)(b) | Total ($) | | Michael O’Sullivan | 13,200 | — | 1,920 | — | 15,120 | | Kristin Wolfe | 13,200 | — | 1,920 | — | 15,120 | | Jennifer Vecchio | 13,200 | — | 1,920 | — | 15,120 | | Travis Marquette | 13,200 | 15,500 | 1,920 | — | 30,620 | | Matthew Pasch | 13,200 | 4,162 | 1,461 | — | 18,823 | | Michael Allison | 13,200 | 15,500 | 40 | 36,608 | 65,348 |

  187. Fiscal 2023 Summary Compensation Table

    | (a) Represents the dollar value of life insurance premiums that we paid for the benefit of each NEO. |

  188. Fiscal 2023 Summary Compensation Table

    | (b) Represents the following payments to Mr. Allison’s family: (i) $16,854 for funeral expenses and $4,754 for the associated taxes; and (ii) $15,000 to defray the costs associated with twelve months of COBRA coverage. |

  189. Fiscal 2023 Summary Compensation Table

    | 66 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  190. Fiscal 2023 Grants of Plan-Based Awards

    Fiscal 2023 Grants of Plan-Based Awards The following table sets forth information regarding our grants of plan-based awards to our NEOs during fiscal 2023. PSUs, RSUs and options granted in fiscal 2023 to the NEOs were granted under the 2022 Incentive Plan:

  191. Fiscal 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | All Other Option Awards: Number of Securities Underlying Options (4) (#) | Exercise or Base Price of Option Awards ($/ Share) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael O’Sullivan | — | — | 432,600 | 2,163,000 | 4,326,000 | — | — | — | — | — | — | — | | | 5/1/23 | 2/13/23 | — | — | — | 13,692 | 27,384 | 54,768 | — | — | — | 5,110,128 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | 13,692 | — | — | 2,555,064 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | — | 36,831 | 186.61 | 2,556,440 | | Kristin Wolfe | — | — | 119,625 | 598,125 | 1,196,250 | — | — | — | — | — | — | — | | | 5/1/23 | 2/13/23 | — | — | — | 2,512 | 5,024 | 10,048 | — | — | — | 937,529 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | 2,512 | — | — | 468,764 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | — | 6,758 | 186.61 | 469,073 | | Jennifer Vecchio | — | — | 291,735 | 1,458,673 | 2,917,346 | — | — | — | — | — | — | — | | | 5/1/23 | 2/13/23 | — | — | — | 8,637 | 17,274 | 34,548 | — | — | — | 3,223,501 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | 8,637 | — | — | 1,611,751 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | — | 23,234 | 186.61 | 1,612,672 | | Travis Marquette | — | — | 189,108 | 945,540 | 1,891,080 | — | — | — | — | — | — | — | | | 5/1/23 | 2/13/23 | — | — | — | 3,690 | 7,380 | 14,760 | — | — | — | 1,377,182 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | 3,690 | — | — | 688,591 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | — | 9,925 | 186.61 | 688,894 | | Matthew Pasch(6) | — | — | 71,321 | 356,604 | 713,208 | — | — | — | — | — | — | — | | | 2/1/23 | 1/19/23 | — | — | — | 13 | 25 | 50 | — | — | — | 5,854 | | | 2/1/23 | 1/19/23 | — | — | — | — | — | — | 49 | — | — | 11,473 | | | 2/1/23 | 1/19/23 | — | — | — | — | — | — | — | 66 | 234.15 | 5,754 | | | 5/1/23 | 2/13/23 | — | — | — | 259 | 517 | 1,034 | — | — | — | 96,477 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | 1,034 | — | — | 192,955 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | — | 1,390 | 186.61 | 96,480 | | | 10/9/23 | 10/9/23 | — | — | — | 466 | 931 | 1,862 | — | — | — | 112,977 | | | 10/9/23 | 10/9/23 | — | — | — | — | — | — | 466 | — | — | 56,549 | | | 10/9/23 | 10/9/23 | — | — | — | — | — | — | — | 1,253 | 121.35 | 56,548 | | Michael Allison | — | — | 112,013 | 560,063 | 1,120,126 | — | — | — | — | — | — | — | | | 5/1/23 | 2/13/23 | — | — | — | 1,457 | 2,914 | 5,828 | — | — | — | 543,782 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | 1,457 | — | — | 271,891 | | | 5/1/23 | 2/13/23 | — | — | — | — | — | — | — | 3,920 | 186.61 | 272,087 |

  192. Fiscal 2023 Grants of Plan-Based Awards

    | (1) Represents the threshold, target and maximum payments each NEO was eligible to receive based upon achievement of the performance goal under our 2023 Annual Incentive Plan. In connection with his passing, the Committee approved a prorated payout under the 2023 Annual Incentive Plan for Mr. Allison. Amounts shown for Mr. Pasch are pro-rated based on the number of days in each role held by him during fiscal 2023. For additional information regarding the 2023 Annual Incentive Plan, please refer to the section in the Compensation Discussion and Analysis entitled “Annual Incentive Awards.” |

  193. Fiscal 2023 Grants of Plan-Based Awards

    | (2) Represents the threshold, target and maximum PSUs that may vest based upon achievement of pre-established Adjusted EPS goals over a three-year performance period, measured based on the achievement during each individual year during the period. Based on our achievement of these goals, the vesting of each NEO’s award may range from 50% to no more than 200% of his or her target award. In the event that actual performance is below threshold, the PSUs will not vest. For additional information regarding the PSUs, please refer to the section in the Compensation Discussion and Analysis entitled “Long Term Incentives.” |

  194. Fiscal 2023 Grants of Plan-Based Awards

    | (3) Represents RSU awards included in 2023 LTIP grants, which vest in 25% annual increments, subject to the NEO’s continued employment through the applicable vesting date and the terms of the underlying award agreement. |

  195. Fiscal 2023 Grants of Plan-Based Awards

    | (4) Represents awards of options to purchase shares of our common stock included in 2023 LTIP grants, which vest in 25% annual increments, subject to the NEO’s continued employment through the applicable vesting date and the terms of the underlying award agreement. |

  196. Fiscal 2023 Grants of Plan-Based Awards

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 67 |

  197. Fiscal 2023 Grants of Plan-Based Awards

    | (5) Represents the aggregate grant date fair value of awards of options to purchase shares of our common stock, PSUs and RSUs. The amounts shown were calculated in accordance with FASB ASC Topic 718, based on the closing share price on the date of grant for PSUs and RSUs, and (i) in the case of the PSUs, the probable satisfaction of the performance conditions for such PSUs as of the date of grant; and (ii) with respect to the grant date fair value of option awards, are based on a number of key assumptions described in Note 11 (entitled “Stock-Based Compensation”) to our February 3, 2024 Consolidated Financial Statements. The vesting terms and conditions of the awards are described below under the table entitled “Outstanding Equity Awards at Fiscal 2023 Year-End.” |

  198. Fiscal 2023 Grants of Plan-Based Awards

    | (6) Mr. Pasch’s February 2023 LTIP grant represents an additional grant to reflect his promotion to Senior Vice President of Human Resources, Merchandising in January 2023 (which promotion occurred during fiscal year 2022). Mr. Pasch’s May 2023 grants were annual grants made prior to his promotion to Executive Vice President and Chief Human Resources Officer. Mr. Pasch’s October 2023 LTIP grants represent an additional grant to reflect his promotion to the position of Executive Vice President and Chief Human Resources and were pro-rated to reflect his time served in such role in fiscal 2023. |

  199. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The table below sets forth information with respect to the outstanding option and stock awards held by each NEO as of February 3, 2024.

  200. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/ Share) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Michael O’Sullivan | 9/16/2019 | 192,462 | — | $192.27 | 9/16/29 | — | — | — | — | | | 5/1/2020 | 25,266 | 8,423 | $179.46 | 5/1/30 | — | — | — | — | | | 5/1/2020 | — | — | — | — | 2,966 | $583,501 | — | — | | | 5/3/2021 | 9,317 | 9,317 | $326.73 | 5/3/31 | — | — | — | — | | | 5/3/2021 | — | — | — | — | 3,258 | $640,946 | — | — | | | 5/2/2022 | 7,741 | 23,221 | $211.68 | 5/2/32 | — | — | — | — | | | 5/2/2022 | — | — | — | — | 8,632 | $1,698,173 | — | — | | | 5/2/2022 | — | — | — | — | — | — | 46,040 | $9,057,449 | | | 5/1/2023 | — | 36,831 | $186.61 | 5/1/33 | — | — | — | — | | | 5/1/2023 | — | — | — | — | 13,692 | $2,693,627 | — | — | | | 5/1/2023 | — | — | — | — | — | — | 54,768 | $10,774,509 | | Kristin Wolfe | 8/1/2022 | 9,067 | 22,747(6) | $150.17 | 8/1/32 | — | — | — | — | | | 8/1/2022 | — | — | — | — | 8,333(6) | $1,639,351 | — | — | | | 8/1/2022 | 1,256 | 3,769 | $150.17 | 8/1/32 | — | — | — | — | | | 8/1/2022 | — | — | — | — | 1,401 | $275,619 | — | — | | | 8/1/2022 | — | — | — | — | — | — | 7,472 | $1,469,967 | | | 5/1/2023 | — | 6,758 | $186.61 | 5/1/33 | — | — | — | — | | | 5/1/2023 | — | — | — | — | 2,512 | $494,186 | — | — | | | 5/1/2023 | — | — | — | — | — | — | 10,048 | $1,976,743 | | Jennifer Vecchio | 5/1/2019 | 10,534 | — | $170.08 | 5/1/29 | — | — | — | — | | | 5/1/2020 | 7,789 | 2,597 | $179.46 | 5/1/30 | — | — | — | — | | | 5/1/2020 | — | — | — | — | 915 | $180,008 | — | — | | | 5/3/2021 | 3,378 | 3,379 | $326.73 | 5/3/31 | — | — | — | — | | | 5/3/2021 | — | — | — | — | 1,182 | $232,535 | — | — | | | 6/7/2021 | 2,299 | 2,300 | $303.67 | 6/7/31 | — | — | — | — | | | 6/7/2021 | — | — | — | — | 804 | $158,171 | — | — | | | 5/2/2022 | 4,170 | 12,510 | $211.68 | 5/2/32 | — | — | — | — | | | 5/2/2022 | — | — | — | — | 4,651 | $914,991 | — | — | | | 5/2/2022 | — | — | — | — | — | — | 24,802 | $4,879,297 | | | 5/1/2023 | — | 23,234 | $186.61 | 5/1/33 | — | — | — | — | | | 5/1/2023 | — | — | — | — | 8,637 | $1,699,157 | — | — | | | 5/1/2023 | — | — | — | — | — | — | 34,548 | $6,796,628 |

  201. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 68 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  202. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/ Share) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Travis Marquette | 10/4/2021 | 21,065 | 10,533(7) | $277.24 | 10/4/31 | — | — | — | — | | | 10/4/2021 | — | — | — | — | 3,607(7) | $709,605 | — | — | | | 10/4/2021 | 1,994 | 1,994 | $277.24 | 10/4/31 | — | — | — | — | | | 10/4/2021 | — | — | — | — | 698 | $137,318 | — | — | | | 5/2/2022 | 2,145 | 6,433 | $211.68 | 5/2/32 | — | — | — | — | | | 5/2/2022 | — | — | — | — | 2,392 | $470,578 | — | — | | | 5/2/2022 | — | — | — | — | — | — | 12,756 | $2,509,488 | | | 5/1/2023 | — | 9,925 | $186.61 | 5/1/33 | — | — | — | — | | | 5/1/2023 | — | — | — | — | 3,690 | $725,934 | — | — | | | 5/1/2023 | — | — | — | — | — | — | 14,760 | $2,903,735 | | Matt Pasch | 5/1/2018 | 282 | — | $135.37 | 5/1/28 | — | — | — | — | | | 5/1/2019 | 478 | — | $170.08 | 5/1/29 | — | — | — | — | | | 5/1/2020 | 485 | 243 | $179.46 | 5/1/30 | — | — | — | — | | | 5/1/2020 | — | — | — | — | 171 | $33,641 | — | — | | | 5/3/2021 | 288 | 289 | $326.73 | 5/3/31 | — | — | — | — | | | 5/3/2021 | — | — | — | — | 202 | $39,739 | — | — | | | 5/2/2022 | 249 | 745 | $211.68 | 5/2/32 | — | — | — | — | | | 5/2/2022 | — | — | — | — | 554 | $108,988 | — | — | | | 5/2/2022 | — | — | — | — | — | — | 740 | $145,580 | | | 1/9/2023 | — | — | — | — | 1,808(8) | $355,688 | — | — | | | 2/1/2023 | 16 | 50 | $234.15 | 2/1/33 | — | — | — | — | | | 2/1/2023 | — | — | — | — | 37 | $7,279 | — | — | | | 2/1/2023 | — | — | — | — | — | — | 50 | $9,837 | | | 5/1/2023 | — | 1,390 | $186.61 | 5/1/33 | — | — | — | — | | | 5/1/2023 | — | — | — | — | 1,034 | $203,419 | — | — | | | 5/1/2023 | — | — | — | — | — | — | 1,034 | $203,419 | | | 10/9/2023 | — | 1,253 | $121.35 | 10/9/33 | — | — | — | — | | | 10/9/2023 | — | — | — | — | 466 | $91,676 | — | — | | | 10/9/2023 | — | — | — | — | — | — | 1,862 | $366,311 | | Michael Allison (9) | 5/3/2021 | 1,832 | — | $326.73 | 2/7/24 | — | — | — | — | | | 5/2/2022 | 3,455 | — | $211.68 | 2/7/24 | — | — | — | — | | | 5/1/2023 | 3,920 | — | $186.61 | 2/7/24 | — | — | — | — |

  203. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Unless otherwise noted, all options (i) vest one-quarter on each of the first four anniversaries of the grant date; (ii) become exercisable if, within two years following a change in control, the executive’s employment is terminated by us without cause or the executive resigns with good reason; (iii) will immediately be forfeited upon a termination of employment by us for cause; (iv) that have not vested will be forfeited immediately, and unexercised vested options will be exercisable for a period of 180 days, in the event of termination of employment for any other reason; and (v) provide for fully accelerated vesting in the event of death or disability and pro-rata accelerated vesting in the event of termination due to a reduction in force or retirement. |

  204. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) The amounts set forth in this column represent RSUs granted to each NEO. Unless otherwise noted, (i) all RSU awards vest one-quarter on each of the first four anniversaries of the grant date; and (ii) RSUs vest only in the event that the recipient remains continuously employed by us on each vesting date, provided, however, that (a) all unvested RSUs will vest if the NEO’s employment is terminated by us without cause or the recipient resigns with good reason within two years following a change in control; and (b) vesting of RSUs will fully accelerate in the event of death or disability and will accelerate on a pro-rata basis in the event of termination due to a reduction in force or retirement. |

  205. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) The amounts set forth in this column represent the market value of RSUs held by the NEO using a market price of $196.73 per share, which was the closing price of our common stock on February 2, 2024 (the last business day of fiscal 2023), as reported by the NYSE. |

  206. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 69 |

  207. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) Represents PSU awards granted in fiscal 2022 and fiscal 2023, which are earned based on achievement of pre-established Adjusted EPS goals over a three-year performance period, measured based on the achievement during each individual year during the period. Based on our achievement of these goals, the vesting of each NEO’s PSU awards may range from 50% (at threshold performance) to no more than 200% of his or her target award. In the event that actual performance is below threshold, the PSUs will not vest. The awards are paid out following certification by the Committee of the achievement of the goals after completion of the applicable three-year performance period. The reported number of shares for awards made in fiscal 2022 and fiscal 2023 assumes achievement of the maximum level of performance, in accordance with SEC requirements. |

  208. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Unless otherwise noted, PSUs vest only in the event that the recipient remains continuously employed by us through the date the award is settled, in each case provided, however, that (a) the recipient’s award will vest as of the date of termination, assuming that performance goals were satisfied at target, in the event that the NEO’s employment is terminated by us without cause or the recipient resigns with good reason within two years following a change in control; and (b) the recipient’s award will vest on a pro-rata basis based on target performance in the event of death or disability or in the event of termination due to a reduction in force or retirement. |

  209. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) The amounts set forth in this column represent the market value of PSUs held by the NEO using a market price of $196.73 per share, which was the closing price of our common stock on February 2, 2024 (the last business day of fiscal 2023), as reported by the NYSE. |

  210. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (6) Represents a grant of RSUs or options to purchase shares of our common stock, as applicable, to compensate Ms. Wolfe for a portion of the equity awards forfeited at her prior employer pursuant to the terms of her employment agreement and which vested 28.5% on August 1, 2023 and vest 28.5% on August 1, 2024 and 43% on August 1, 2025, subject to Ms. Wolfe’s continued employment through the applicable vesting date, except that the grant shall vest in full upon a termination of Ms. Wolfe’s employment by us without cause. |

  211. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (7) Represents a grant of RSUs or options to purchase shares of our common stock, as applicable, to compensate Mr. Marquette for a portion of the equity awards forfeited at his prior employer pursuant to the terms of his employment agreement and which vested one-third on each of May 3, 2022 and May 3, 2023 and vest one-third on May 3, 2024, subject to Mr. Marquette’s continued employment through such vesting date, except that the grant shall vest in full upon a termination of Mr. Marquette’s employment by us without cause. |

  212. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (8) Provided that the NEO remains continuously employed by us on such date, 100% of the RSUs will vest on the third anniversary of the grant date. |

  213. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (9) In connection with his passing, under the terms of the equity grant agreement, Mr. Allison’s unvested option and RSU awards fully vested and his outstanding PSU awards vested on a prorated basis based on target performance. |

  214. Fiscal 2023 Option Exercises and Stock Vested

    Fiscal 2023 Option Exercises and Stock Vested The following table sets forth information regarding stock options exercised by our NEOs, and the vesting of our NEOs’ RSUs, during fiscal 2023.

  215. Fiscal 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2)(3) | | Michael O’Sullivan | — | — | 21,057 | 4,327,035 | | Kristin Wolfe | — | — | 3,788 | 659,453 | | Jennifer Vecchio | 47,153 | 4,275,427 | 16,532 | 3,229,145 | | Travis Marquette | — | — | 7,291 | 1,436,093 | | Matthew Pasch | — | — | 2,367 | 406,786 | | Michael Allison | — | — | 9,904 | 1,626,351 |

  216. Fiscal 2023 Option Exercises and Stock Vested

    | (1) Represents the difference between the selling price and the exercise price, multiplied by the number of shares acquired on exercise |

  217. Fiscal 2023 Option Exercises and Stock Vested

    | (2) Represents the value realized upon vesting based on the closing price of our common stock on the vesting date. Includes $227.32 in the case of 11,859, 7,227, 2,538 and 184 PSUs for each of Mr. O’Sullivan, Ms. Vecchio, Mr. Marquette and Mr. Pasch, respectively, that vested on February 3, 2024. The PSUs were granted in fiscal 2021, and the amount vested was based on the performance level met as of February 3, 2024, the last day of fiscal 2023 and the end of the performance period, as certified by the Committee on February 20, 2024. |

  218. Fiscal 2023 Option Exercises and Stock Vested

    | (3) Included in this column are the following amounts of shares that were withheld (in the aggregate) to cover withholding tax obligations due upon vesting: Mr. O’Sullivan— 8,549; Ms. Wolfe — 975; Ms. Vecchio — 8,040; Mr. Marquette — 3,200; Mr. Pasch— 657; and Mr. Allison — 346. |

  219. Fiscal 2023 Option Exercises and Stock Vested

    | 70 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  220. Pension Benefits

    Pension Benefits The Company does not maintain any qualified or non-qualified defined benefit plans.

  221. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company does not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  222. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following is a discussion of payments and benefits that would be due to each of our continuing NEOs upon the termination of his or her employment with us, including termination in connection with a change in control. The amounts in the “Potential Payments Upon Termination or Change in Control Table” below assume that each termination was effective as of February 2, 2024 (the last business day of fiscal 2023), and are merely illustrative of the impact of a hypothetical termination of each executive’s employment. The amounts to be payable upon an actual termination of employment can only be determined at the time of such termination based on the facts and circumstances then prevailing. Our employment agreements with Mr. O’Sullivan, Ms. Wolfe and Mr. Marquette do not include a fixed expiration date. Our employment agreement with Ms. Vecchio provides that we may terminate the agreement on a specified expiration date (May 11), subject to our giving Ms. Vecchio 90 days’ notice.

  223. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of all our associates and the annual total compensation of our CEO. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal 2023, our last completed fiscal year:

  224. Pay Ratio

    | • | the median of the annual total compensation of all associates of our Company (other than our CEO) was $12,116; and |

  225. Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the Fiscal 2023 Summary Compensation Table, was $13,858,983. |

  226. Pay Ratio

    Based on this information, for fiscal 2023 the ratio of the annual total compensation of Mr. O’Sullivan, our CEO, to the median of the annual total compensation of all associates is estimated to be 1,144 to 1. To identify the median of the annual total compensation of all our associates in fiscal 2023 and determine the annual total compensation of our fiscal 2023 median associate and the annual total compensation of our CEO, we took the following steps:

  227. Pay Ratio

    | 1. | We identified the median associate using our associate population on February 3, 2024, the last day of fiscal 2023. This population consisted of full-time associates and part-time (including flex) associates, all of which were located in the United |

  228. Pay Ratio

    | States (including Puerto Rico). In determining whether independent contractors that we have retained or engaged are associates, we applied a test drawn from guidance published by the Internal Revenue Service. |

  229. Pay Ratio

    | 2. | To identify the fiscal 2023 “median associate” from our associate population, we first determined the amount of each associate’s gross earnings (i.e., sum of base pay, cash bonus and equity compensation) as reflected in our payroll records for fiscal 2023. |

  230. Pay Ratio

    | • | In making this determination, we annualized the compensation of approximately 4,743 full-time associates and 37,003 part-time associates who were hired in fiscal 2023 but did not work for us for the entire fiscal year. |

  231. Pay Ratio

    | 3. | We then identified our fiscal 2023 median associate from our associate population using this compensation measure, which was consistently applied to all our associates included in the calculation. |

  232. Pay Ratio

    | 4. | For purposes of the fiscal 2023 pay ratio disclosure, we combined all of the elements of such associate’s compensation for fiscal 2023, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $12,116. Our median associate is a part-time associate in one of our Burlington stores. |

  233. Pay Ratio

    | 5. | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Fiscal 2023 Summary Compensation Table. |

  234. Pay Ratio

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 75 |

  235. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO NEOs, as noted below. “Compensation actually paid” represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the “Compensation Discussion and Analysis” (the “CD&A”). The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to stock options, RSUs and PSUs which remain subject to forfeiture if the vesting conditions are not satisfied.

  236. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: (4) | | | | | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($) (in thousands) (6) | Adjusted EBIT ($) (in thousands)(7) | | 2023 | 13,858,983 | 17,084,260 | 4,082,541 | 4,280,552 | 90.68 | 141.23 | 339,649 | 596,219 | | 2022 | 12,825,904 | 2,839,170 | 4,837,190 | 4,954,782 | 104.10 | 124.59 | 230,123 | 430,334 | | 2021 | 13,867,435 | 10,280,616 | 4,863,897 | 3,201,969 | 105.90 | 114.78 | 408,839 | 801,712 | | 2020 | 9,560,206 | 17,049,041 | 3,713,938 | 4,283,347 | 114.45 | 106.22 | (216,499) | (282,847) |

  237. Pay Versus Performance

    | (1) Mr. O’Sullivan served as the Company’s principal executive officer for the entirety of fiscal 2020, 2021 2022 and 2023, and the Company’s other NEOs for the applicable years were as follows: |

  238. Pay Versus Performance

    | - | 2023: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; Matthew Pasch; and Michael Allison. |

  239. Pay Versus Performance

    | - | 2022: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; Michael Allison; and John Crimmins. |

  240. Pay Versus Performance

    | - | 2021: John Crimmins; Jennifer Vecchio; Travis Marquette; Michael Allison; Mike Metheny; and Fred Hand. |

  241. Pay Versus Performance

    | - | 2020: John Crimmins; Jennifer Vecchio; Fred Hand; and Joyce Manning Magrini. |

  242. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. O’Sullivan and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s other NEOs reported for the applicable year. |

  243. Pay Versus Performance

    | (3) To calculate “compensation actually paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. O’Sullivan and for the average of the other NEOs is set forth following the footnotes to this table. |

  244. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on February 1, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |

  245. Pay Versus Performance

    | (5) The TSR Peer Group consists of the Dow Jones Apparel Retailers Index, an independently prepared index that includes companies in the retail industry. |

  246. Pay Versus Performance

    | (6) In accordance with SEC rules, we are required to describe the relationship between “compensation actually paid” to our CEO and to our other NEOs and our net income. However, our incentive plans do not link “compensation actually paid” to our executive officers and our net income. Therefore, changes in “compensation actually paid” to our executive officers may not necessarily correlate to changes in our net income. |

  247. Pay Versus Performance

    | (7) As noted in the CD&A, Adjusted EBIT is a core driver of our performance and success, as it measures profitability, reflects management efforts to manage expenses, and further aligns our NEOs’ interests with our stockholders’ interests. Adjusted EBIT is defined as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) loss on extinguishment of debt; (iv) income tax expense; (v) impairment charges; (vi) net favorable lease costs; (vii) costs related to debt amendments; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains. Please see the CD&A for more information regarding Adjusted EBIT and our incentive programs. |

  248. Pay Versus Performance

    | 76 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  249. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  250. Compensation Actually Paid Adjustments

    | | | (MINUS) | PLUS | PLUS/(MINUS) | PLUS | PLUS/(MINUS) | (MINUS) | EQUALS | | Year | Summary Compensation Table Total ($)(a) | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(b) | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(c) | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(d) | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(e) | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(f) | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Compensation Actually Paid ($) | | Michael O’Sullivan | | | | | | | | | | 2023 | 13,858,983 | (10,221,632) | 14,971,860 | (625,065) | — | (899,886) | — | 17,084,260 | | 2022 | 12,825,904 | (9,749,425) | 10,553,849 | (4,230,176) | — | (6,560,982) | — | 2,839,170 | | 2021 | 13,867,435 | (8,514,967) | 5,454,134 | (4,148,989) | — | 3,623,003 | — | 10,280,616 | | 2020 | 9,560,206 | (8,512,040) | 12,661,431 | 3,947,107 | — | (607,663) | — | 17,049,041 | | Other NEOs (Average) (h) | | | | | | | | | | 2023 | 4,082,541 | (2,560,156) | 3,457,459 | (247,207) | 112,034 | (497,699) | (66,420) | 4,280,552 | | 2022 | 4,837,190 | (3,117,644) | 4,028,855 | (411,675) | — | (381,944) | — | 4,954,782 | | 2021 | 4,863,897 | (2,900,883) | 1,816,041 | (421,337) | — | 940,057 | (1,095,806) | 3,201,969 | | 2020 | 3,713,938 | (2,139,882) | 3,051,308 | 883,866 | — | (1,225,883) | — | 4,283,347 |

  251. Compensation Actually Paid Adjustments

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |

  252. Compensation Actually Paid Adjustments

    | (b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and as reflected in the Summary Compensation Table for the applicable year. |

  253. Compensation Actually Paid Adjustments

    | (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  254. Compensation Actually Paid Adjustments

    | (d) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  255. Compensation Actually Paid Adjustments

    | (e) Amounts reported in this column represent equity awards granted to Mr. Allison in fiscal 2023 and which vested in fiscal 2023 in accordance with the termination vesting provisions set forth in the award agreements. |

  256. Compensation Actually Paid Adjustments

    | (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  257. Compensation Actually Paid Adjustments

    | (g) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the prior fiscal year. |

  258. Compensation Actually Paid Adjustments

    | (h) See footnote 1 above for the NEOs included in the average for each year. |

  259. Compensation Actually Paid Adjustments

    | | Burlington Stores, Inc. 2024 Proxy Statement | | | 77 |

  260. Compensation Actually Paid Adjustments

    Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the years reported above and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance. As noted above, our incentive plans do not link “compensation actually paid” to our executive officers and our net income. Therefore, changes in “compensation actually paid” to our executive officers may not necessarily correlate to changes in our net income. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link “compensation actually paid” to the NEOs for fiscal 2023. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program, including the Annual Incentive Plan and 2023 PSUs.

  261. Compensation Actually Paid Adjustments

    | • | Adjusted EBIT |

  262. Compensation Actually Paid Adjustments

    | • | Adjusted EPS Growth |

  263. Compensation Actually Paid Adjustments

    | • | Stock price |

  264. Compensation Actually Paid Adjustments

    | 78 | | | Burlington Stores, Inc. 2024 Proxy Statement | |

  265. Compensation Actually Paid Adjustments

    Proposal No. 4 — Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation Providing for Officer Exculpation Under Delaware Law