DEF 14A of Burlington Stores, Inc., Apr 3, 2025

DEF 14A of Burlington Stores, Inc.

Filed Apr 3, 2025 · FY20240001193125-25-072383

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 12.

  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 | 73 | 2013 | ✓ | | | | | Ted English | Executive Chairman, Bob’s Discount Furniture | 71 | 2016 | ✓ | ● | ● | | | Shira Goodman | Former Chief Executive Officer, Staples, Inc. | 64 | 2025 | ✓ | ● | | | | Michael Goodwin | Former Senior Vice President, Chief Information Technology Officer, PetSmart, Inc. | 64 | 2020 | ✓ | ● | | | | Jordan Hitch | Former Managing Director, Bain Capital | 58 | 2006 | ✓ | | C | ● | | William McNamara | Retired President, Macy’s Reinvent Strategies, Macy’s, Inc. | 74 | 2014 | ✓ | | | ● | | Michael O’Sullivan | Chief Executive Officer, Burlington Stores, Inc. | 61 | 2019 | | | | | | Jessica Rodriguez | Former Chief Marketing Officer and President of Entertainment, Univision Communications Inc. | 52 | 2018 | ✓ | | | ● | | Laura J. Sen | Former Non-Executive Chairman and Chief Executive Officer, BJ’s Wholesale Club, Inc. | 68 | 2018 | ✓ | ● | | | | Paul J. Sullivan | Retired Partner, PricewaterhouseCoopers LLP | 77 | 2012 | ✓ | C | | | | Mary Ann Tocio | Retired President and Chief Operating Officer, Bright Horizons Family Solutions, Inc. | 76 | 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. 2025 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 In 2024, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation (also referred to as our “Charter”) to declassify our Board. As a result, beginning at this Annual Meeting, directors will begin standing for election for one-year terms in a phased approach over three years with each member of the Board (or their successors) standing for election for a one-year term by our 2027 Annual Meeting of Stockholders. The Board increased its size to eleven members in connection with the appointment of Shira Goodman as a director effective as of January 1, 2025. The current terms of office for Ms. Goodman and our former Class III directors (John Mahoney, Laura Sen, and Paul Sullivan) expire at this Annual Meeting. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of these four individuals 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 Ms. Goodman, Mr. Mahoney, Ms. Sen and Mr. Sullivan 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. The term of office for our former Class I directors (Ted English, Jordan Hitch and Mary Ann Tocio) expires at our 2026 Annual Meeting of Stockholders, and the term of office for our former Class II directors (Michael Goodwin, William McNamara, Michael O’Sullivan and Jessica Rodriguez) expires at our 2027 Annual Meeting of Stockholders. 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. Vacancies on the Board may be filled by persons elected by a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or his or her earlier death, resignation, removal or retirement. Our Amended and Restated Certificate of Incorporation and applicable Delaware law permit our stockholders to seek to remove directors from our Board at any annual meeting of our stockholders, as part of the business to be transacted, by complying with the advance notice provisions in our Amended Bylaws. Until the 2027 annual meeting, a director may be removed only for cause by holders of at least 75% of the voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Beginning with the 2027 annual meeting, when our Board will no longer be classified, directors may be removed with or without cause as required by Delaware law. At such time, directors may be removed by the holders of a majority of the voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

  8. Overview of Our Board Structure

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 11 |

  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 nominees whose terms are expiring at the Annual Meeting:

  10. Nominees for Election at Annual Meeting

    | | Shira Goodman Age: 64 Director since: 2025 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales and Marketing |

  11. Nominees for Election at Annual Meeting

    | Key Qualifications: Ms. Goodman brings to the Board experience as a chief executive and senior executive in other leadership positions in operations, retail marketing, human resources and business growth at an internationally renowned retailer. Ms. Goodman’s service on the boards of companies in a variety of sectors equips her with an understanding of different businesses, challenges and strategies. |

  12. Nominees for Election at Annual Meeting

    Career Highlights:

  13. Nominees for Election at Annual Meeting

    | • | Advisory Director at Charlesbank Capital Partners, a private equity firm, from 2019 to 2024 |

  14. Nominees for Election at Annual Meeting

    | • | Chief Executive Officer of Staples, Inc., a business and consumer goods retailer, from 2016 to 2018 |

  15. Nominees for Election at Annual Meeting

    | • | Joined Staples, Inc. in 1992, serving in roles with increasing responsibility, including President and interim Chief Executive Officer, President, North American Operations, President, North American Commercial, Executive Vice President of Global Growth, Executive Vice President of Human Resources, Executive Vice President of Marketing, and in various other management positions |

  16. Nominees for Election at Annual Meeting

    | • | Bain & Company, a global consulting firm, from 1986 to 1992 |

  17. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  18. Nominees for Election at Annual Meeting

    | • | CBRE Group, Inc., a commercial real estate services and investment company, since 2019 (lead independent director since 2023) |

  19. Nominees for Election at Annual Meeting

    | • | CarMax, Inc., a retailer of used vehicles and related products, since 2007 |

  20. Nominees for Election at Annual Meeting

    | • | Henry Schein, Inc., a leading provider of health care products and related services to office-based dental and medical practitioners and alternate care sites, from 2018 through 2021 |

  21. Nominees for Election at Annual Meeting

    | • | Staples, Inc. from 2016 to 2017 |

  22. Nominees for Election at Annual Meeting

    | • | The Stride Rite Corporation from 2002 to 2007 |

  23. Nominees for Election at Annual Meeting

    | | John J. Mahoney Chairman of the Board Age: 73 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 |

  24. Nominees for Election at Annual Meeting

    | 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. |

  25. Nominees for Election at Annual Meeting

    Career Highlights:

  26. Nominees for Election at Annual Meeting

    | • | 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 |

  27. Nominees for Election at Annual Meeting

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

  28. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  29. Nominees for Election at Annual Meeting

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

  30. Nominees for Election at Annual Meeting

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

  31. Nominees for Election at Annual Meeting

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

  32. Nominees for Election at Annual Meeting

    | • | Zipcar, Inc., a leading car-sharing service, from 2010 to 2013 |

  33. Nominees for Election at Annual Meeting

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

  34. Nominees for Election at Annual Meeting

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

  35. Nominees for Election at Annual Meeting

    | • | Certified public accountant |

  36. Nominees for Election at Annual Meeting

    | 12 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  37. Nominees for Election at Annual Meeting

    | | Laura J. Sen Age: 68 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 |

  38. Nominees for Election at Annual Meeting

    | 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. |

  39. Nominees for Election at Annual Meeting

    Career Highlights:

  40. Nominees for Election at Annual Meeting

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

  41. Nominees for Election at Annual Meeting

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

  42. Nominees for Election at Annual Meeting

    | • | 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) |

  43. Nominees for Election at Annual Meeting

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

  44. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  45. Nominees for Election at Annual Meeting

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

  46. Nominees for Election at Annual Meeting

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

  47. Nominees for Election at Annual Meeting

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

  48. Nominees for Election at Annual Meeting

    | • | BJ’s Wholesale Club, Inc. from 2008 to 2018 |

  49. Nominees for Election at Annual Meeting

    | • | Abington Bancorp, Inc. from 2001 to 2004 |

  50. Nominees for Election at Annual Meeting

    Other Biography Highlights:

  51. Nominees for Election at Annual Meeting

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

  52. Nominees for Election at Annual Meeting

    | • | Director of Massachusetts Port Authority since 2017 |

  53. Nominees for Election at Annual Meeting

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

  54. Nominees for Election at Annual Meeting

    | | Paul J. Sullivan Age: 77 Director since: 2012 Committee Membership: • Audit (Chair) Skills and Experience: Broad-Based Business, Business Development/M&A, Finance, Industry, Information Technology and Security, Leadership |

  55. Nominees for Election at Annual Meeting

    | 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. |

  56. Nominees for Election at Annual Meeting

    Career Highlights:

  57. Nominees for Election at Annual Meeting

    | • | Partner, PricewaterhouseCoopers LLP from 1983 to his retirement in 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 |

  58. Nominees for Election at Annual Meeting

    Other Public Company Boards:

  59. Nominees for Election at Annual Meeting

    | • | None |

  60. Nominees for Election at Annual Meeting

    Other Biography Highlights:

  61. Nominees for Election at Annual Meeting

    | • | Certified public accountant |

  62. Nominees for Election at Annual Meeting

    The Board of Directors unanimously recommends that the stockholders vote FOR the election of Shira Goodman, John Mahoney, Laura Sen, and Paul Sullivan.

  63. Nominees for Election at Annual Meeting

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 13 |

  64. 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: Terms Expiring at the 2026 Annual Meeting

  65. Directors Continuing in Office

    | | Ted English Age: 71 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 |

  66. 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. |

  67. Directors Continuing in Office

    Career Highlights:

  68. Directors Continuing in Office

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

  69. Directors Continuing in Office

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

  70. 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 |

  71. 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 |

  72. Directors Continuing in Office

    Other Public Company Boards:

  73. Directors Continuing in Office

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

  74. Directors Continuing in Office

    Other Biography Highlights:

  75. Directors Continuing in Office

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

  76. 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 |

  77. 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 |

  78. Directors Continuing in Office

    | | Jordan Hitch Age: 58 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 |

  79. 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. |

  80. Directors Continuing in Office

    Career Highlights:

  81. Directors Continuing in Office

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

  82. 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 |

  83. Directors Continuing in Office

    Other Public Company Boards:

  84. Directors Continuing in Office

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

  85. Directors Continuing in Office

    Other Biography Highlights:

  86. Directors Continuing in Office

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

  87. Directors Continuing in Office

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

  88. Directors Continuing in Office

    | 14 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  89. Directors Continuing in Office

    | | Mary Ann Tocio Age: 76 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 |

  90. 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. |

  91. Directors Continuing in Office

    Career Highlights:

  92. 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 |

  93. Directors Continuing in Office

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

  94. Directors Continuing in Office

    Other Public Company Boards:

  95. Directors Continuing in Office

    | • | Bright Horizons Family Solutions, Inc. since 2001 |

  96. Directors Continuing in Office

    | • | 1Life Healthcare, Inc., a chain of primary healthcare clinics, from 2021 to 2023 |

  97. Directors Continuing in Office

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

  98. Directors Continuing in Office

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

  99. Directors Continuing in Office

    | • | Governing Trustee of the Dana Farber Cancer Institute from 2016 to 2024 |

  100. Directors Continuing in Office

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 15 |

  101. Directors Continuing in Office

    Terms Expiring at the 2027 Annual Meeting

  102. Directors Continuing in Office

    | | Michael Goodwin Age: 64 Director since: 2020 Committee Membership: • Audit Skills and Experience: Broad-Based Business, Finance, Industry, Information Technology and Security, Leadership, Public Company Board, Supply Chain |

  103. Directors Continuing in Office

    | 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. |

  104. Directors Continuing in Office

    Career Highlights:

  105. Directors Continuing in Office

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

  106. Directors Continuing in Office

    | • | 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 |

  107. Directors Continuing in Office

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

  108. Directors Continuing in Office

    Other Public Company Boards:

  109. Directors Continuing in Office

    | • | Cracker Barrel Old Country Store, Inc., a dining and gift shop chain, since 2024 |

  110. Directors Continuing in Office

    Other Biography Highlights:

  111. Directors Continuing in Office

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

  112. Directors Continuing in Office

    | • | NACD Directorship Certification |

  113. Directors Continuing in Office

    | | William McNamara Age: 74 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 |

  114. Directors Continuing in Office

    | 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. |

  115. Directors Continuing in Office

    Career Highlights:

  116. Directors Continuing in Office

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

  117. Directors Continuing in Office

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

  118. Directors Continuing in Office

    | • | 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 |

  119. Directors Continuing in Office

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

  120. Directors Continuing in Office

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

  121. Directors Continuing in Office

    | • | None |

  122. Directors Continuing in Office

    | 16 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  123. Directors Continuing in Office

    | | Michael O’Sullivan Age: 61 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 |

  124. Directors Continuing in Office

    | 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. |

  125. Directors Continuing in Office

    Career Highlights:

  126. Directors Continuing in Office

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

  127. Directors Continuing in Office

    | • | 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 |

  128. Directors Continuing in Office

    | • | 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 |

  129. Directors Continuing in Office

    Other Public Company Boards:

  130. Directors Continuing in Office

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

  131. Directors Continuing in Office

    | | Jessica Rodriguez Age: 52 Director since: 2018 Committee Membership: • Nominating and Corporate Governance Skills and Experience: Broad-Based Business, Industry, Leadership, Public Company Board, Sales and Marketing |

  132. Directors Continuing in Office

    | 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. |

  133. Directors Continuing in Office

    Career Highlights:

  134. Directors Continuing in Office

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

  135. Directors Continuing in Office

    | • | President and Chief Operating Officer, Univision Networks, a division of Univision Communications Inc., from 2018 until 2021 |

  136. Directors Continuing in Office

    | • | 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 Vice President and Station Manager at Univision Puerto Rico |

  137. Directors Continuing in Office

    Other Public Company Boards:

  138. Directors Continuing in Office

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

  139. Directors Continuing in Office

    | • | NACD Directorship Certification |

  140. Directors Continuing in Office

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 17 |

  141. 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 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.

  142. Majority Vote Standard for Election of Directors

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 21 |

  143. 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 Board applies equal rigor to its director renomination process, and each year the Nominating and Corporate Governance Committee evaluates each incumbent

  144. Identification of Director Nominees

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 29 |

  145. Identification of Director Nominees

    director’s candidacy in light of the considerations below. 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 reflects a range of talents, ages, skills, character, background and expertise sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company. In fiscal 2024, the Nominating and Corporate Governance Committee undertook a broad and extensive search for one or more new directors. As part of the search process, the Committee engaged a professional search firm to assist it in identifying highly-qualified candidates. After considering the candidates referred by the search firm and from other sources, including our directors, the Board appointed Shira Goodman as a director, adding valuable public company board and executive experience to our Board.

  146. Identification of Director Nominees

    | 30 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  147. 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.”

  148. Director Compensation

    Director Compensation

  149. Stock Awards

    | DIRECTOR COMPENSATION |

  150. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The table below summarizes the compensation paid to our independent, non-management directors for fiscal 2024.

  151. Fiscal 2024 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 | 124,766 | 169,842 | — | — | — | — | 294,608 | | Shira Goodman | 9,934 | 66,020 | — | — | — | — | 75,954 | | Michael Goodwin | 112,766 | 169,842 | — | — | — | — | 282,608 | | Jordan Hitch | 134,533 | 169,842 | — | — | — | — | 304,375 | | John J. Mahoney | 294,766 | 169,842 | — | — | — | — | 464,608 | | William McNamara | 104,766 | 169,842 | — | — | — | — | 274,608 | | Jessica Rodriguez | 104,766 | 169,842 | — | — | — | — | 274,608 | | Laura J. Sen | 112,766 | 169,842 | — | — | — | — | 282,608 | | Paul J. Sullivan | 129,533 | 169,842 | — | — | — | — | 299,375 | | Mary Ann Tocio | 129,150 | 169,842 | — | — | — | — | 298,992 |

  152. Fiscal 2024 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. Ms. Goodman was appointed to the Board and the Audit Committee effective January 1, 2025. |

  153. Fiscal 2024 Director Compensation

    | (2) Amounts shown represent the aggregate grant date fair value of the fiscal 2024 RSU awards. The amounts shown were calculated in accordance with FASB ASC Topic 718. On May 23, 2024, the first business day following our 2024 Annual Meeting of Stockholders, each then serving independent, non-management director was granted an award of 910 RSUs pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (the “2022 Incentive Plan”). In connection with joining the Board, Ms. Goodman was granted a pro-rata annual equity award of 231 RSUs on January 2, 2025. The RSUs granted to Ms. Goodman and each other director have a grant date fair value of $285.80 per unit and $186.64 per unit, respectively, such amount representing the closing price of our common stock on the grant date. As of February 1, 2025, (i) Ms. Goodman had 231 unvested RSUs outstanding; and (ii) each other independent, non-management director had 910 unvested RSUs outstanding. |

  154. Fiscal 2024 Director Compensation

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 37 |

  155. Fiscal 2024 Target Compensation Mix

    Fiscal 2024 Target Compensation Mix A significant portion of the target annual compensation for our NEOs is performance-based and/or subject to forfeiture (“at-risk”). For fiscal 2024, 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 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.

  156. Fiscal 2024 Incentive Plan Performance

    Fiscal 2024 Incentive Plan Performance The following results under our performance-based incentive plans are described in more detail below:

  157. Fiscal 2024 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 2024 Annual Incentive Plan. Our performance during fiscal 2024 led to Adjusted EBIT of $761 million as compared with a target of $706 million. Based on achieved performance, the Committee determined that each NEO earned 152% of their respective target annual incentive. | Fiscal 2024 represented the final year of the performance period for PSUs granted in fiscal 2022. The fiscal 2022 PSUs were earned based upon the Adjusted EPS growth achieved by the Company during the 2022, 2023 and 2024 fiscal years. Over the performance period, we achieved Adjusted EPS growth of -49% in fiscal 2022, 44% in fiscal 2023 and 35% in fiscal 2024 compared with an annual target of 13.3% per year, resulting in payout levels of 0% for fiscal 2022 and 200% for each of fiscal 2023 and fiscal 2024. As a result, NEOs earned an average payout of 133% of their fiscal 2022 awards, reflecting performance over the target level. |

  158. Fiscal 2025 Plan Enhancements

    Fiscal 2025 Plan Enhancements As further described below, the Committee in November 2024 evaluated the mix of awards to be granted under our 2025 LTIP. After reviewing input and analysis from Meridian, the Committee determined that it was appropriate to eliminate stock options from the Company’s LTIP mix and that the mix beginning with the annual grants to be made on or about May 1, 2025 would be at 65% PSUs and 35% RSUs. The Committee made this determination based on peer and market practices, as well as a desire to increase the proportion of PSUs in the LTIP mix.

  159. 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 will account for 65% of the annual long-term incentive grants made to be made to our NEOs in fiscal 2025, increased from 50% for pre-2025 grants), 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. | | Award Limits | ✓ | Annual Incentive Plan payouts for our NEOs, as well as PSU awards made to our NEOs, are subject to maximum payout limits. | | 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 NEO (other than our CEO) should own shares of our common stock valued at a 3x multiple of annual base salary. | | 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. | | Compensation Recoupment Policy | ✓ | Our compensation recoupment policy provides that the Committee may require relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) 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. | | Say-on-Pay Frequency | ✓ | Our Board elected to have our executive compensation program considered by stockholders annually through our Say-on-Pay vote. | | 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. | | Independent Compensation Consultant | ✓ | The Committee directly engages an independent compensation consultant that does not provide services to management. |

  160. 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. |

  161. Elements of Our Executive Compensation and Benefits Programs

    | • | Annual cash incentives; and |

  162. Elements of Our Executive Compensation and Benefits Programs

    | • | Long-term equity incentives. |

  163. 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; incentivize 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. |

  164. Elements of Our Executive Compensation and Benefits Programs

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

  165. Elements of Our Executive Compensation and Benefits Programs

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

  166. Elements of Our Executive Compensation and Benefits Programs

    Annual Incentive Awards 2024 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 2024 Annual Incentive Plan provided for measurable, rigorous performance goals that were designed to be achievable but challenged our executives to drive business results that produce stockholder value. 2024 Annual Incentive Target Under our 2024 Annual Incentive Plan, and consistent with practice in prior years, the Committee approved 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. The fiscal 2024 annual incentive target percentages for all NEOs were unchanged from fiscal 2023. 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 NEO’s 2024 annual incentive threshold, target and maximum expressed as a percentage of base salary and each NEO’s 2024 annual incentive target expressed as a dollar amount.

  167. Elements of Our Executive Compensation and Benefits Programs

    | Named Executive Officer | Annual Incentive Threshold as % of Base Salary | Annual Incentive Target as % of Base Salary | Annual Incentive Maximum as % of Base Salary | Fiscal 2024 Base Salary Rate | Target Award | | Michael O’Sullivan | 75% | 150% | 300% | $1,485,260 | $2,227,890 | | Kristin Wolfe | 37.50% | 75% | 150% | $821,425 | $616,069 | | Jennifer Vecchio | 65% | 130% | 260% | $1,155,718 | $1,502,433 | | Travis Marquette | 50% | 100% | 200% | $973,906 | $973,906 | | Matthew Pasch | 37.50% | 75% | 150% | $618,000 | $463,500 |

  168. Elements of Our Executive Compensation and Benefits Programs

    2024 Performance Measures, Goals, and Payout Scale Consistent with the fiscal 2023 design, in February 2024, the Committee determined that Adjusted EBIT measured on a full year basis should be the sole performance metric for purposes of the 2024 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. 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. The Committee established a target Adjusted EBIT goal of $706 million for the full fiscal year 2024, and based on the Company’s achieved performance against this goal, each NEO’s incentive award could range from 50% 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 to be achievable with strong performance, the Committee designed the target to be challenging to help drive business results that produce stockholder value. The tables below show the threshold, target and maximum performance goals and the associated annual incentive payout percentage for fiscal 2024.

  169. Elements of Our Executive Compensation and Benefits Programs

    | | Zero | Threshold Performance | At Target | Maximum | | Adjusted EBIT ($M)(1) | <$600 | $600 | $706 | $812 | | Payout Percentage(2) | 0% | 50% | 100% | 200% |

  170. Elements of Our Executive Compensation and Benefits Programs

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

  171. Elements of Our Executive Compensation and Benefits Programs

    Awards made to NEOs under the fiscal 2024 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. 2024 Achieved Performance and Determination of Payout Following the conclusion of fiscal 2024, 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:

  172. Elements of Our Executive Compensation and Benefits Programs

    | Metric | Target | Actual | Payout Percentage | | Adjusted EBIT ($M)(1) | $706 | $761 | 152% |

  173. Elements of Our Executive Compensation and Benefits Programs

    and that the mix beginning with the annual grants to be made on or about May 1, 2025 would be at 65% PSUs and 35% RSUs. The Committee made this determination based on peer and market practices, as well as a desire to increase the proportion of PSUs in the LTIP. PSUs. In February 2024, the Committee approved the grant of PSUs to each 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. 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 for PSUs granted in fiscal 2024. Performance for purposes of these grants will be measured over the cumulative fiscal 2024 to fiscal 2026 performance period. Vesting will be determined based on a pre-established Adjusted EPS growth goal for the performance period and, based on the Company’s achievement of the goal, each NEO’s fiscal 2024 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 goal for 2024 PSU grants was designed to be challenging but achievable with the coordinated, cross-functional focus and effort of our executives. Stock Options. In February 2024, the Committee approved the grant of stock options to each NEO. Stock 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. As noted above, the Committee has determined to eliminate stock options from the LTIP mix for future annual grants. RSUs. In February 2024, the Committee approved the grant of RSUs to each 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. The table below shows the target LTIP values for fiscal 2024 and the type and number of LTIP awards for each NEO:

  174. Elements of Our Executive Compensation and Benefits Programs

    | Named Executive Officer | Target LTIP Value | PSUs (Target) | RSUs | Options | | Michael O’Sullivan | $10,526,600 | 29,566 | 14,783 | 37,697 | | Kristin Wolfe | $1,993,750 | 5,600 | 2,800 | 7,140 | | Jennifer Vecchio | $5,610,281 | 15,758 | 7,879 | 20,091 | | Travis Marquette | $3,782,160 | 10,623 | 5,312 | 13,545 | | Matthew Pasch | $750,000 | 2,107 | 1,054 | 2,686 |

  175. Elements of Our Executive Compensation and Benefits Programs

    PSUs Granted in Fiscal 2022 Fiscal 2024 represented the final year of the performance period for the PSUs granted in fiscal 2022. In February 2025, the Committee reviewed our performance relative to the targets established for these PSU awards. The 2022 PSUs were initially subject to the achievement of pre-established Adjusted EPS growth over a three-year

  176. Elements of Our Executive Compensation and Benefits Programs

    performance period. However, after the grant of the PSUs, the Committee determined that performance instead should be measured on an annual rather than a three-year cumulative basis in light of continued market volatility (eligible vesting with respect to each year to be determined based on pre-established Adjusted EPS growth goals for such fiscal year, with the goals for each year established in fiscal 2022). The 2022 PSUs were earned based upon the Adjusted EPS growth achieved by the Company during the 2022, 2023 and 2024 fiscal years as follows:

  177. Elements of Our Executive Compensation and Benefits Programs

    | Fiscal 2022 PSU | Threshold | Target | Maximum | | Adjusted EPS Growth Per Year | 6.7% | 13.3% | 20.0% | | Percent of Target Payout(1) | 50% | 100% | 200% |

  178. Elements of Our Executive Compensation and Benefits Programs

    | (1) The number of PSUs earned based on performance between these various performance achievement levels are calculated using straight line interpolation. |

  179. Termination-Based Compensation

    Termination-Based Compensation Severance arrangements applicable to each of our 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.”

  180. Compensation Recoupment (“Clawback”) Policy

    Compensation Recoupment (“Clawback”) Policy We strive to maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation philosophy. Accordingly, the Committee has adopted a compensation recoupment (or “clawback”) policy, included in our Corporate Governance Guidelines, providing that, in the event of a financial restatement or significant financial harm to the Company arising out of willful actions, including without limitation fraud or intentional misconduct, or gross negligence by any officer of the Company, the Committee shall have the discretion and authority to determine the appropriate action to take, which may include requiring relinquishment of previously awarded equity-based compensation (including, without limitation, performance-based and time-based equity awards) and/or repayment of previously paid incentive cash compensation. Additionally, the Committee has adopted a clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE. This policy provides for recovery of erroneously awarded incentive-based compensation (such as cash bonuses received under the Company’s Annual Incentive Plan and PSUs received under the Company’s 2022 Incentive Plan) received by current and former executive officers during the three years prior to an accounting restatement. The policy applies to incentive compensation received on or after October 2, 2023. It removes discretion from the Committee as to whether to recover compensation and requires recovery without regard to culpability. The full text of the policy is available as an exhibit to our Fiscal 2024 Form 10-K.

  181. 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. |

  182. Equity Grant Timing

    Equity Grant Timing It is the policy of the Committee that neither the Committee nor any member of Company management shall backdate any equity grant or manipulate the exercise price of equity-based awards. The Committee believes that establishing fixed grant dates in advance, to the extent possible, is an important measure to ensure the integrity of the award granting process. Accordingly, each annual grant and off-cycle grant of equity-based awards are granted on a pre-determined date, as follows: Annual Grants —Annual grants are made on May 1 or, to the extent May 1 is not a business day, on the first business day following May 1. Annual grants of equity-based awards to NEOs are approved at a Committee meeting that is typically held each year in February. Off-Cycle Grants —The date the Committee acts to approve an award, or such later specified date as the Committee shall designate in the approval, shall be used as the grant date of the award for off-cycle grants to NEOs. Except as otherwise approved by the Committee, no award to an executive officer may have a grant date that is within four business days before or within one business day after the filing or furnishing by the Company of a Form 10-K, Form 10-Q or Form 8-K that includes material non-public information. We do not attempt to accelerate or delay the public release of material information in consideration of a pending equity grant in order to allow an award recipient to benefit from a more favorable stock price.

  183. 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. |

  184. Compensation-Related Risk

    | • | A portion of the 2024 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. |

  185. 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. |

  186. 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. |

  187. Compensation-Related Risk

    | • | Because executive incentive compensation has a large stock component, the value is best realized 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. |

  188. 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. |

  189. Compensation-Related Risk

    | • | We have reasonable general severance arrangements. |

  190. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table sets forth summary information concerning the compensation of our NEOs for fiscal 2024 and, to the extent required by applicable SEC disclosure rules, fiscal 2023 and fiscal 2022:

  191. Fiscal 2024 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, | 2024 | 1,475,277 | — | 7,895,009 | 2,628,235 | 3,386,393 | 15,720 | 15,400,634 | | Chief Executive Officer | 2023 | 1,459,231 | — | 7,665,192 | 2,556,440 | 2,163,000 | 15,120 | 13,858,983 | | | 2022 | 1,382,500 | — | 7,309,310 | 2,440,115 | 1,680,000 | 13,979 | 12,825,904 | | Kristin Wolfe, | 2024 | 815,904 | — | 1,495,368 | 497,801 | 936,425 | 15,720 | 3,761,218 | | Executive Vice President and Chief Financial Officer | 2023 | 800,962 | — | 1,406,293 | 469,073 | 598,125 | 15,120 | 3,289,573 | | | 2022 | 360,577 | 1,100,000 | 2,591,634 | 2,032,626 | 223,764 | 749 | 6,309,350 | | Jennifer Vecchio, | 2024 | 1,147,950 | — | 4,207,859 | 1,400,745 | 2,283,699 | 15,720 | 9,055,973 | | Group President and Chief Merchandising Officer | 2023 | 1,135,464 | — | 4,835,252 | 1,612,672 | 1,458,673 | 15,120 | 9,057,181 | | | 2022 | 1,078,774 | — | 3,937,671 | 1,314,551 | 1,132,950 | 13,979 | 7,477,925 | | Travis Marquette, | 2024 | 967,360 | — | 2,836,749 | 944,357 | 1,480,337 | 31,220 | 6,260,023 | | President and Chief Operating Officer | 2023 | 956,838 | — | 2,065,773 | 688,894 | 945,540 | 30,620 | 4,687,665 | | | 2022 | 913,154 | — | 2,025,143 | 676,032 | 734,400 | 1,100,003 | 5,448,732 | | Matthew Pasch, | 2024 | 613,846 | — | 562,721 | 187,268 | 704,520 | 31,220 | 2,099,575 | | Executive Vice President and Chief Human Resources Officer | 2023 | 525,707 | — | 476,285 | 158,782 | 356,604 | 18,823 | 1,536,201 |

  192. Fiscal 2024 Summary Compensation Table

    | (1) Mr. Pasch was promoted to Executive Vice President and Chief Human Resources Officer effective September 17, 2023. The amounts included for Mr. Pasch for fiscal 2023 include amounts prior to his promotion. |

  193. Fiscal 2024 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 2024 PSU awards, the maximum value of these awards at the grant date would be as follows: Mr. O’Sullivan—$10,526,679; Ms. Wolfe—$1,993,824; Ms. Vecchio—$5,610,478; Mr. Marquette—$3,782,213; and Mr. Pasch—$750,176. 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 2024 Year-End.” |

  194. Fiscal 2024 Summary Compensation Table

    | (3) Represents the aggregate grant date fair value of stock option awards. The amounts shown were calculated in accordance with FASB ASC Topic 718, and are based on a number of key assumptions described in Note 9 (entitled “Stock-Based Compensation”) to our February 1, 2025 Consolidated Financial Statements. The amount of compensation, if any, actually realized by a NEO from the exercise and sale of vested stock 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 2024 Year-End.” |

  195. Fiscal 2024 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.” |

  196. Fiscal 2024 Summary Compensation Table

    | (5) The amounts reported in this column for fiscal 2024 include the following: |

  197. Fiscal 2024 Summary Compensation Table

    | Name | Company Matching 401(k) Contributions ($) | Financial Planning Services ($) | Insurance Premiums ($)(a) | Total ($) | | Michael O’Sullivan | 13,800 | — | 1,920 | 15,720 | | Kristin Wolfe | 13,800 | — | 1,920 | 15,720 | | Jennifer Vecchio | 13,800 | — | 1,920 | 15,720 | | Travis Marquette | 13,800 | 15,500 | 1,920 | 31,220 | | Matthew Pasch | 13,800 | 15,500 | 1,920 | 31,220 |

  198. Fiscal 2024 Summary Compensation Table

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

  199. Fiscal 2024 Summary Compensation Table

    | 64 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  200. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table sets forth information regarding our grants of plan-based awards to our NEOs during fiscal 2024. PSUs, RSUs and stock options granted in fiscal 2024 to the NEOs were granted under the 2022 Incentive Plan:

  201. Fiscal 2024 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 | — | — | 1,113,945 | 2,227,890 | 4,455,780 | — | — | — | — | — | — | — | | | 5/1/24 | 2/20/24 | — | — | — | 14,783 | 29,566 | 59,132 | — | — | — | 5,263,339 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | — | 37,697 | 178.02 | 2,628,235 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | 14,783 | — | — | 2,631,670 | | Kristin Wolfe | — | — | 308,034 | 616,069 | 1,232,138 | — | — | — | — | — | — | — | | | 5/1/24 | 2/20/24 | — | — | — | 2,800 | 5,600 | 11,200 | — | — | — | 996,912 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | — | 7,140 | 178.02 | 497,801 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | 2,800 | — | — | 498,456 | | Jennifer Vecchio | — | — | 751,217 | 1,502,433 | 3,004,867 | — | — | — | — | — | — | — | | | 5/1/24 | 2/20/24 | — | — | — | 7,879 | 15,758 | 31,516 | — | — | — | 2,805,239 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | — | 20,091 | 178.02 | 1,400,745 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | 7,879 | — | — | 1,402,620 | | Travis Marquette | — | — | 486,953 | 973,906 | 1,947,812 | — | — | — | — | — | — | — | | | 5/1/24 | 2/20/24 | — | — | — | 5,312 | 10,623 | 21,246 | — | — | — | 1,891,106 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | — | 13,545 | 178.02 | 944,357 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | 5,312 | — | — | 945,642 | | Matthew Pasch | — | — | 231,750 | 463,500 | 927,000 | — | — | — | — | — | — | — | | | 5/1/24 | 2/20/24 | — | — | — | 1,054 | 2,107 | 4,214 | — | — | — | 375,088 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | — | 2,686 | 178.02 | 187,268 | | | 5/1/24 | 2/20/24 | — | — | — | — | — | — | 1,054 | — | — | 187,633 |

  202. Fiscal 2024 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 2024 Annual Incentive Plan. For additional information regarding the 2024 Annual Incentive Plan, please refer to the section in the Compensation Discussion and Analysis entitled “Annual Incentive Awards.” |

  203. Fiscal 2024 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 cumulative three-year performance 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.” |

  204. Fiscal 2024 Grants of Plan-Based Awards

    | (3) Represents RSU awards included in 2024 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. |

  205. Fiscal 2024 Grants of Plan-Based Awards

    | (4) Represents awards of stock options to purchase shares of our common stock included in 2024 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. |

  206. Fiscal 2024 Grants of Plan-Based Awards

    | (5) Represents the aggregate grant date fair value of awards of stock 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, which was $178.02 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 stock option awards, are based on a number of key assumptions described in Note 9 (entitled “Stock-Based Compensation”) to our February 1, 2025 Consolidated Financial Statements. The vesting terms and conditions of the awards are described below under the table entitled “Outstanding Equity Awards at Fiscal 2024 Year-End.” |

  207. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The table below sets forth information with respect to the outstanding option and stock awards held by each NEO as of February 1, 2025.

  208. Outstanding Equity Awards at Fiscal 2024 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 | 174,235 | — | $192.27 | 9/16/2029 | — | — | — | — | | | 9/16/2019 | 18,227 | — | $192.27 | 9/16/2029 | — | — | — | — | | | 5/1/2020 | 33,689 | — | $179.46 | 5/1/2030 | — | — | — | — | | | 5/3/2021 | 13,975 | 4,659 | $326.73 | 5/3/2031 | — | — | — | — | | | 5/3/2021 | — | — | — | — | 1,629 | $462,522 | — | — | | | 5/2/2022 | 15,481 | 15,481 | $211.68 | 5/2/2032 | — | — | — | — | | | 5/2/2022 | — | — | — | — | — | — | 30,617 | 8,693,085 | | | 5/2/2022 | — | — | — | — | 5,755 | $1,634,017 | — | — | | | 5/1/2023 | 9,207 | 27,624 | $186.61 | 5/1/2033 | — | — | — | — | | | 5/1/2023 | — | — | — | — | — | — | 54,768 | 15,550,278 | | | 5/1/2023 | — | — | — | — | 10,269 | $2,915,677 | — | — | | | 5/1/2024 | — | 37,697 | $178.02 | 5/1/2034 | — | — | — | — | | | 5/1/2024 | — | — | — | — | — | — | 59,132 | 16,789,349 | | | 5/1/2024 | — | — | — | — | 14,783 | $4,197,337 | — | — | | Kristin Wolfe | 8/1/2022 | 2,512 | 2,513 | $150.17 | 8/1/2032 | — | — | — | — | | | 8/1/2022 | 18,134 | 13,680(6) | $150.17 | 8/1/2032 | — | — | — | — | | | 8/1/2022 | — | — | — | — | — | — | 4,969 | 1,410,848 | | | 8/1/2022 | — | — | — | — | 934 | $265,191 | — | — | | | 8/1/2022 | — | — | — | — | 5,011(6) | $1,422,773 | — | — | | | 5/1/2023 | 1,689 | 5,069 | $186.61 | 5/1/2033 | — | — | — | — | | | 5/1/2023 | — | — | — | — | — | — | 10,048 | 2,852,929 | | | 5/1/2023 | — | — | — | — | 1884 | $534,924 | — | — | | | 5/1/2024 | — | 7,140 | $178.02 | 5/1/2034 | — | — | — | — | | | 5/1/2024 | — | — | — | — | — | — | 11,200 | 3,180,016 | | | 5/1/2024 | — | — | — | — | 2800 | $795,004 | — | — | | Jennifer Vecchio | 5/1/2019 | 10,534 | — | $170.08 | 5/1/2029 | — | — | — | — | | | 5/1/2020 | 10,386 | — | $179.46 | 5/1/2030 | — | — | — | — | | | 5/3/2021 | 5,067 | 1,690 | $326.73 | 5/3/2031 | — | — | — | — | | | 5/3/2021 | — | — | — | — | 591 | $167,803 | — | — | | | 6/7/2021 | 3,449 | 1,150 | $303.67 | 6/7/2031 | — | — | — | — | | | 6/7/2021 | — | — | — | — | 402 | $114,140 | — | — | | | 5/2/2022 | 8,340 | 8,340 | $211.68 | 5/2/2032 | — | — | — | — | | | 5/2/2022 | — | — | — | — | — | — | 16,494 | 4,683,141 | | | 5/2/2022 | — | — | — | — | 3,100 | $880,183 | — | — | | | 5/1/2023 | 5,808 | 17,426 | $186.61 | 5/1/2033 | — | — | — | — | | | 5/1/2023 | — | — | — | — | — | — | 34,548 | 9,809,214 | | | 5/1/2023 | — | — | — | — | 6,478 | $1,839,299 | — | — | | | 5/1/2024 | — | 20,091 | $178.02 | 5/1/2034 | — | — | — | — | | | 5/1/2024 | — | — | — | — | — | — | 31,516 | 8,948,338 | | | 5/1/2024 | — | — | — | — | 7,879 | $2,237,084 | — | — |

  209. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 66 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  210. Outstanding Equity Awards at Fiscal 2024 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 | 2,991 | 997 | 277.24 | 10/4/2031 | — | — | — | — | | | 10/4/2021 | 31,598 | — | 277.24 | 10/4/2031 | — | — | — | — | | | 10/4/2021 | — | — | — | — | 349 | $99,092 | — | — | | | 5/2/2022 | 4,289 | 4,289 | 211.68 | 5/2/2032 | — | — | — | — | | | 5/2/2022 | — | — | — | — | — | — | 8,483 | 2,408,578 | | | 5/2/2022 | — | — | — | — | 1,594 | $452,584 | — | — | | | 5/1/2023 | 2,481 | 7,444 | 186.61 | 5/1/2033 | — | — | — | — | | | 5/1/2023 | — | — | — | — | — | — | 14,760 | $4,190,807 | | | 5/1/2023 | — | — | — | — | 2,768 | $785,918 | — | — | | | 5/1/2024 | — | 13,545 | 178.02 | 5/1/2034 | — | — | — | — | | | 5/1/2024 | — | — | — | — | — | — | 21,246 | $6,032,377 | | | 5/1/2024 | — | — | — | — | 5,312 | $1,508,236 | — | — | | Matt Pasch | 5/1/2018 | 282 | — | 135.37 | 5/1/2028 | — | — | — | — | | | 5/1/2019 | 478 | — | 170.08 | 5/1/2029 | — | — | — | — | | | 5/1/2020 | 728 | — | 179.46 | 5/1/2030 | — | — | — | — | | | 5/3/2021 | 432 | 145 | 326.73 | 5/3/2031 | — | — | — | — | | | 5/3/2021 | — | — | — | — | 101 | $28,677 | — | — | | | 5/2/2022 | 497 | 497 | 211.68 | 5/2/2032 | — | — | — | — | | | 5/2/2022 | — | — | — | — | — | — | 493 | 139,977 | | | 5/2/2022 | — | — | — | — | 369 | $104,770 | — | — | | | 1/9/2023 | — | — | — | — | 1,808(7) | $513,345 | — | — | | | 2/1/2023 | 33 | 33 | 234.15 | 2/1/2033 | — | — | — | — | | | 2/1/2023 | — | — | — | — | — | — | 50 | $14,197 | | | 2/1/2023 | — | — | — | — | 25 | $7,098 | — | — | | | 5/1/2023 | 347 | 1,043 | 186.61 | 5/1/2033 | — | — | — | — | | | 5/1/2023 | — | — | — | — | — | — | 1,034 | $293,584 | | | 5/1/2023 | — | — | — | — | 776 | $220,330 | — | — | | | 10/9/2023 | 313 | 940 | 121.35 | 10/9/2033 | — | — | — | — | | | 10/9/2023 | — | — | — | — | — | — | 1,862 | $528,678 | | | 10/9/2023 | — | — | — | — | 350 | $99,376 | — | — | | | 5/1/2024 | — | 2,686 | 178.02 | 5/1/2034 | — | — | — | — | | | 5/1/2024 | — | — | — | — | — | — | 4,214 | $1,196,481 | | | 5/1/2024 | — | — | — | — | 1,054 | $299,262 | — | — |

  211. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) Unless otherwise noted, all stock 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 stock 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. |

  212. Outstanding Equity Awards at Fiscal 2024 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. |

  213. Outstanding Equity Awards at Fiscal 2024 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 $283.93 per share, which was the closing price of our common stock on January 31, 2025 (the last business day of fiscal 2024), as reported by the NYSE. |

  214. Outstanding Equity Awards at Fiscal 2024 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, and PSU awards granted in fiscal 2024, which are earned based on achievement of pre-established Adjusted EPS goals over a three-year performance period, measured based on the achievement over a cumulative three-year performance period. Based on our achievement of |

  215. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 67 |

  216. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 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 are based on the actual payout as described above under the caption above entitled “PSUs Granted in Fiscal 2022.” The reported number of shares for awards made in fiscal 2023 and fiscal 2024 assumes achievement of the maximum level of performance, in accordance with SEC requirements. |

  217. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 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. |

  218. Outstanding Equity Awards at Fiscal 2024 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 $283.93 per share, which was the closing price of our common stock on January 31, 2025 (the last business day of fiscal 2024), as reported by the NYSE. |

  219. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (6) Represents a grant of RSUs or stock 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, 28.5% on August 1, 2024 and vest 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. |

  220. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (7) 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. |

  221. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 Option Exercises and Stock Vested The following table sets forth information regarding stock options exercised by our NEOs, and the vesting of our NEOs’ stock awards, during fiscal 2024.

  222. Fiscal 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($)(2) | | Michael O’Sullivan | — | — | 10,895 | 1,970,102 | | Kristin Wolfe | — | — | 4,417 | 1,078,901 | | Jennifer Vecchio | — | — | 5,618 | 1,034,978 | | Travis Marquette | — | — | 5,676 | 1,073,195 | | Matthew Pasch | — | — | 843 | 161,718 |

  223. Fiscal 2024 Option Exercises and Stock Vested

    | (1) 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 — 4,764; Ms. Wolfe — 1,527; Ms. Vecchio — 2,956; Mr. Marquette — 2,966; and Mr. Pasch — 233. |

  224. Fiscal 2024 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. |

  225. Pension Benefits

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

  226. 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.

  227. Nonqualified Deferred Compensation

    | 68 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  228. 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 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 January 31, 2025 (the last business day of fiscal 2024), 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.

  229. 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 2024, our last completed fiscal year:

  230. Pay Ratio

    | • | the median of the annual total compensation of all associates of our Company (other than our CEO) was $11,768; and |

  231. Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the Fiscal 2023 Summary Compensation Table, was $15,400,634. |

  232. Pay Ratio

    Based on this information, for fiscal 2024 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 1,309 to 1. To identify the median of the annual total compensation of all our associates in fiscal 2024 and determine the annual total compensation of our fiscal 2024 median associate and the annual total compensation of our CEO, we took the following steps:

  233. Pay Ratio

    | 1. | We identified the median associate using our associate population on February 1, 2025, the last day of fiscal 2024. This population consisted of full-time associates and part-time (including flex) associates, all of which were located in the United |

  234. 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. |

  235. Pay Ratio

    | 2. | To identify the fiscal 2024 “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 2024. |

  236. Pay Ratio

    | • | In making this determination, we annualized the compensation of approximately 3,797 full-time associates and 37,472 part-time associates who were hired in fiscal 2024 but did not work for us for the entire fiscal year. |

  237. Pay Ratio

    | 3. | We then identified our fiscal 2024 median associate from our associate population using this compensation measure, which was consistently applied to all our associates included in the calculation. |

  238. Pay Ratio

    | 4. | For purposes of the fiscal 2024 pay ratio disclosure, we combined all of the elements of such associate’s compensation for fiscal 2024, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $11,768. Our median associate is a part-time associate in one of our Burlington stores. |

  239. 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 2024 Summary Compensation Table. |

  240. Pay Ratio

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 73 |

  241. 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.

  242. 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) | | 2024 | 15,400,634 | 38,247,607 | 5,294,197 | 12,452,070 | 130.56 | 173.20 | 503,639 | 761,116 | | 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) |

  243. Pay Versus Performance

    | (1) Mr. O’Sullivan served as the Company’s principal executive officer for the entirety of fiscal 2020, 2021, 2022, 2023, and 2024 and the Company’s other NEOs for the applicable years were as follows: |

  244. Pay Versus Performance

    | - | 2024: Kristin Wolfe; Jennifer Vecchio; Travis Marquette; and Matthew Pasch. |

  245. Pay Versus Performance

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

  246. Pay Versus Performance

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

  247. Pay Versus Performance

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

  248. Pay Versus Performance

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

  249. 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. |

  250. 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. |

  251. 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. |

  252. 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. |

  253. 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. |

  254. 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. In determining achievement of target Adjusted EBIT for fiscal 2024, the Committee excluded approximately $16 million of expenses associated with bankruptcy acquired leases. |

  255. Pay Versus Performance

    | 74 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  256. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  257. 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 | | | | | | | | | | 2024 | 15,400,634 | (10,523,244) | 21,652,549 | 11,837,612 | — | (119,944) | — | 38,247,607 | | 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) | | | | | | | | | | 2024 | 5,294,197 | (3,033,217) | 6,241,100 | 3,639,937 | — | 310,053 | — | 12,452,070 | | 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 |

  258. 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. |

  259. 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. |

  260. 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. |

  261. 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. |

  262. 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. |

  263. 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. |

  264. 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. |

  265. Compensation Actually Paid Adjustments

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

  266. Compensation Actually Paid Adjustments

    | | Burlington Stores, Inc. 2025 Proxy Statement | | | 75 |

  267. 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 five-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 2024. 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 2024 PSUs.

  268. Compensation Actually Paid Adjustments

    | • | Adjusted EBIT |

  269. Compensation Actually Paid Adjustments

    | • | Adjusted EPS Growth |

  270. Compensation Actually Paid Adjustments

    | • | Stock price |

  271. Compensation Actually Paid Adjustments

    | 76 | | | Burlington Stores, Inc. 2025 Proxy Statement | |

  272. Important Provisions

    | • | Annual Director Compensation Limit. The Amended 2022 Plan provides that the aggregate value of cash compensation and the grant date fair value of shares that may be awarded or granted under the Amended 2022 Plan to any non-employee director during a fiscal year of the Company may not exceed $900,000. This limit cannot be modified without stockholder approval. |