DEF 14A of Boot Barn Holdings, Inc., Jul 17, 2025

DEF 14A of Boot Barn Holdings, Inc.

Filed Jul 17, 2025 · FY20250001558370-25-009269

Open on EDGAR

  1. Our Board

    Our Board Our business and affairs are managed by our board of directors, which currently consists of eight members, all of whose terms expire at the Annual Meeting. As discussed in Proposal 1 below, the board of directors is pleased to nominate all eight members of our current board of directors to stand for re-election at the Annual Meeting. The following sets out information about the eight director nominees.

  2. Our Board

    | Peter Starrett Executive Chairman of the Board Age: 77 Director since: 2011 Chairman since: 2012 | Mr. Starrett has served as Chairman of our board of directors since 2012, including as Executive Chairman since November 2024, and as a member of our board of directors since 2011. Mr. Starrett has over 30 years of experience in the retail industry. In 1998, Mr. Starrett founded Peter Starrett Associates, a retail advisory firm, and has served as its President since that time. From 1990 to 1998, Mr. Starrett served as the President of Warner Bros. Studio Stores Worldwide, a specialty retailer. Previously, he was Chairman and Chief Executive Officer at The Children’s Place, a specialty clothing retailer. Prior to that, he held senior executive positions at both Federated Department Stores and May Department Stores, each a department store retailer. Mr. Starrett previously served on the board of directors of Floor & Decor Holdings, Inc. (NYSE: FND), a retailer of hard surface flooring. Mr. Starrett currently serves as a member of the board of directors of several private companies. Mr. Starrett received a bachelor’s degree from the University of Denver and received a master’s degree in business administration from Harvard University. We believe that Mr. Starrett is qualified to serve on our board of directors because of his extensive experience as an officer and director of both public and private companies in the retail industry. | | Chris Bruzzo Independent Director Age: 55 Director since: 2021 Committee: Compensation, Chairperson | Mr. Bruzzo joined our board of directors in 2021. Mr. Bruzzo most recently served as Interim Co-Chief Executive Officer, Co-President and on the board of directors of Peloton Interactive, Inc. (Nasdaq: PTON). Mr. Bruzzo has more than 20 years of experience working for global consumer brands, with extensive knowledge in marketing, brand management, digital strategy, and communications. Among other roles, Mr. Bruzzo previously served as the Executive Vice President and Chief Experience Officer of Electronic Arts from 2014 to 2023; Senior Vice President, Channel Brand Management for Starbucks Corporation from 2007 to 2014; Vice President, Marketing and Public Relations for Amazon.com Inc. from 2003 to 2006; and Assistant Vice President, Communications for Regence Blue Shield from 1998 to 2003. Mr. Bruzzo was the founding executive sponsor and advocate for Somos EA, Electronic Arts’ Latinx employee resource group, and he is a member of the Latino Corporate Directors Association. Mr. Bruzzo currently serves as president of the board of Mission Scholars, a non-profit that provides college access to low-income students. Mr. Bruzzo holds a bachelor of arts degree in political science from Whitworth University. We believe that Mr. Bruzzo is qualified to serve on our board of directors because of his extensive experience working for global consumer brands. |

  3. Our Board

    | Eddie Burt Independent Director Age: 59 Director since: 2021 Committee: Audit | Mr. Burt joined our board of directors in 2021. Mr. Burt currently serves as the Chief Supply Chain Officer of Love’s Travel Stops & Country Stores, Inc. Mr. Burt has over 30 years of experience in the retail industry with extensive knowledge around supply chain and real estate operations. Mr. Burt previously served as the Executive Vice President, Chief Supply Chain Officer of Big Lots Inc. (NYSE: BIG) from 2019 to 2023 and Executive Vice President of Merchandising and Supply Chain for GNC from 2017 to 2018. Prior to that, Mr. Burt worked for PetSmart, Inc. from 2007 to 2015, beginning as Vice President of Distribution and progressing to Senior Vice President of Supply Chain with later movement to Senior Vice President of Real Estate and Development. From 2004 to 2007, he worked as the Director of Domestic Distribution for The Home Depot, Inc. From 1989 to 2004, Mr. Burt worked in various roles within Distribution at Mervyn’s Department Store, which included a two-year developmental assignment running asset protection. Mr. Burt holds a bachelor’s degree in business administration from Morehouse College in Atlanta, Georgia. We believe that Mr. Burt is qualified to serve on our board of directors because of his extensive experience in the retail industry. | | John Hazen Director Age: 49 Director since: 2025 | Mr. Hazen has been a director and our Chief Executive Officer since May 2025. Prior to that, Mr. Hazen was our Chief Digital Officer from 2018 until his appointment to Interim Chief Executive Officer in November 2024. Prior to joining Boot Barn, Mr. Hazen was with Ring as the SVP of Commerce and Subscriptions from 2017 to 2018. Before joining Ring, Mr. Hazen was employed by True Religion as the SVP of Direct To Consumer from 2014 to 2017, where he oversaw both brick-and-mortar and digital channels. Mr. Hazen has over 20 years of experience in the apparel and footwear industry at companies including Kellwood, Nike, and Fox Racing. He received a bachelor of commerce degree in management information systems from Concordia University in Montreal, Quebec and a master’s degree in business administration from Loyola Marymount University in Los Angeles, California. We believe that Mr. Hazen is qualified to serve on our board of directors because of his extensive omnichannel experience and expertise in the strategic and operational aspects of the retail industry, which he has gained working in the industry for more than 20 years. | | Lisa G. Laube Independent Director Age: 62 Director since: 2018 Committees: Compensation Corporate Governance and Nominating, Chairperson | Ms. Laube joined our board of directors in 2018. She previously served as the President of Floor & Decor until her retirement in 2022. She joined Floor & Decor as Executive Vice President and Chief Merchandising Officer in 2012 and was promoted to President in 2020, where she was responsible for Merchandising, Marketing, Training, E-Commerce, and Store Operations. From 2005 to 2011, Ms. Laube was President of Party City Holdco Inc. (“Party City”), where she was responsible for Merchandising, Marketing and E-Commerce, and prior to that she was Party City’s Chief Merchandising Officer. From 2002 to 2004, she was the Vice President of Merchandising for White Barn Candle Company, a division of Bath and Body Works. Prior to that, Ms. Laube worked from 1996 to 2002 at Linens ‘n Things, beginning as a Buyer and progressing to General Merchandising Manager. From 1988 to 1996, she was a Buyer at Macy’s Inc. in the Textiles division. Ms. Laube began her career at Rich’s department store in the Executive Training Program. Ms. Laube currently serves as the chairman of the board of directors of Zoo Atlanta, a zoological park in Atlanta, Georgia, and she is on the Terry Dean’s Advisory Council for the Terry School of Business at the University of Georgia. She graduated from the Terry School of Business, University of Georgia in 1985 with a B.B.A. in Marketing. We believe that Ms. Laube is qualified to serve on our board of directors because of her extensive experience in the retail industry. |

  4. Our Board

    | Anne MacDonald Independent Director Age: 69 Director since: 2018 Committees: Audit Corporate Governance and Nominating | Ms. MacDonald joined our board of directors in 2018. Ms. MacDonald has over 30 years of experience across marketing disciplines and industries. She started her career in the advertising industry prior to moving to the corporate side in 1993 as VP Brand Management for PepsiCo’s Pizza Hut division. From 1997 to 2011, Ms. MacDonald held the position of Chief Marketing Officer at several Fortune 100 companies, including Citigroup, Macy’s Inc., and Travelers Insurance. Ms. MacDonald has previously served on the public boards of British Insurer, Hiscox Inc., Catalina Marketing Corporation and Rentrak Corporation. From 2014 to 2017 Ms. MacDonald worked as an advisor to Yale University’s start-up incubator, Yale Entrepreneurial Institute. Ms. MacDonald received her bachelor’s degree from Boston College and an MSc. from the University of Bath in England. We believe that Ms. MacDonald is qualified to serve on our board of directors because of her experience as a board member and over 30+ years of experience and insight in marketing, building enduring brands and developing and launching new products. | | Brenda I. Morris Independent Director Age: 60 Director since: 2014 Committee: Audit, Chairperson | Ms. Morris has served on our board of directors since 2014. Ms. Morris has over 35 years of experience in finance, accounting and operations roles concentrated in consumer products, food and beverage, retail, and wholesale sectors. Ms. Morris is currently a Partner at CSuite Financial Partners, a financial executive services firm, which she joined in 2015. Ms. Morris most recently served as Interim Chief Executive Officer and on the board of directors of Xponential Fitness Inc. (NYSE: XPOF) from 2019 to May 2025. Ms. Morris has served since 2021 on the board of directors for iHerb Holdings, LLC, a health and wellness retailer. Ms. Morris formerly served on the Pacific Lutheran University Board of Regents from 2011 until 2020. From 2015 until 2022, Ms. Morris served on the board of directors for Duluth Holdings Inc. (Nasdaq: DLTH). Ms. Morris is a board member for National Association of Corporate Directors, Pacific Southwest Chapter. Ms. Morris has served on several non-profit boards in various capacities during her career. Ms. Morris holds a NACD Directorship Certification® and NACD Cyber-Risk Oversight Certification®, the leading-edge board certifications on governance issues demonstrating a commitment to the profession of directorship. Ms. Morris is a CPA (inactive), Certified Management Accountant and Certified Global Management Accountant. From 2016 to 2019, Ms. Morris was the Chief Financial Officer of Apex Parks Group, a company operating amusement parks and family entertainment centers. Ms. Morris previously served at Hot Topic, Inc., a specialty retailer, as Senior Vice President, Finance from 2015 to 2016. Ms. Morris previously served as Chief Financial Officer for 5.11 Inc., a tactical gear and apparel wholesaler and retailer, from 2013 to 2015, as Chief Financial Officer for Love Culture, a young women’s fashion retailer, from 2011 to 2013, and as Chief Financial Officer for Icicle Seafoods, Inc., a premium seafood processor and distributor, from 2009 to 2011. Ms. Morris was also Chief Operating Officer and Chief Financial Officer of iFloor.com from 2007 to 2009, Chief Financial Officer of Zumiez Inc. from 2003 to 2007, and Director of Finance and Vice President/Chief Financial Officer of K2 Corporation from 1999 to 2003. Ms. Morris holds a B.A. in business administration with a concentration in accounting from Pacific Lutheran University and an M.B.A. from Seattle University. We believe that Ms. Morris is qualified to serve on our board of directors because of her extensive experience in accounting, finance and executive management. |

  5. Our Board

    | Brad Weston Independent Director Age: 60 Director since: 2018 Committee: Audit | Mr. Weston joined our board of directors in 2018. Mr. Weston currently serves as the Chief Executive Officer and as a director of At Home Group Inc. (“At Home”), which began in June 2024. On June 16, 2025, At Home filed a voluntary Chapter 11 bankruptcy petition within the U.S. Bankruptcy Court for the District of Delaware. Prior to joining At Home, Mr. Weston served as the Chief Executive Officer and as a director of Party City (NYSE: PRTY) from 2020 until November 2023. Mr. Weston joined Party City in 2019, serving as President of Party City and Chief Executive Officer of Party City Retail Group before becoming Chief Executive Officer of Party City in 2020. On January 17, 2023, Party City filed a voluntary Chapter 11 bankruptcy petition within the U.S. Bankruptcy Court for the Southern District of Texas and emerged from bankruptcy in October 2023; however, on December 21, 2024, Party City initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of Texas to accomplish an orderly wind down of its business. Prior to his time at Party City, Mr. Weston worked for Petco from 2011 to 2018, first as Executive Vice President and Chief Merchandising Officer overseeing all merchandising activities, including buying, operations, planning and inventory, sourcing, private brand, store design, and Petco’s marketing and e-commerce, and then as Chief Executive Officer from 2016 to 2018. Prior to joining Petco, Mr. Weston served as Senior Vice President and Chief Merchandising Officer for Dick’s Sporting Goods, Inc., Golf Galaxy, and dicksportinggoods.com. Previously, Mr. Weston was Senior Vice President, General Merchandise Manager for May Merchandising Company in St. Louis. Mr. Weston started his career as an executive trainee with Robinsons-May in Los Angeles, and eventually became Senior Vice President and General Merchandise Manager. Mr. Weston served on the board of directors of Vera Bradley, Inc. (Nasdaq: VRA), a leading designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts, from January 2024 to July 2024. Mr. Weston served on the board of directors of National Retail Federation, the world’s largest retail trade association, from 2017 to 2018. Mr. Weston holds a bachelor’s degree in business administration with a finance and marketing emphasis from the University of California, Berkeley. We believe that Mr. Weston is qualified to serve on our board of directors because of his extensive experience in the retail industry. |

  6. Compensation Committee

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

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our board of directors has adopted a compensation policy for our directors who are not our employees (“Outside Directors”). The board of directors periodically reviews the Outside Director compensation policy to ensure that it is competitive, effective in attracting and retaining high-caliber directors, and aligns with market practice. Upon the recommendation of Korn Ferry, effective for fiscal 2025, the board of directors approved the following changes to the Outside Director compensation policy:

  9. DIRECTOR COMPENSATION

    | ● | The annual director cash retainer was increased from $75,000 to $95,000; |

  10. DIRECTOR COMPENSATION

    | ● | The annual non-executive chairman cash retainer was increased from $100,000 to $150,000; |

  11. DIRECTOR COMPENSATION

    | ● | The annual audit committee chair cash retainer was increased from $20,000 to $25,000; |

  12. DIRECTOR COMPENSATION

    | ● | The annual compensation committee chair cash retainer was increased from $15,000 to $20,000; |

  13. DIRECTOR COMPENSATION

    | ● | The annual nominating and corporate governance committee chair cash retainer was increased from $10,000 to $20,000; and |

  14. DIRECTOR COMPENSATION

    | ● | The market value of the annual Outside Director equity award was increased from $110,000 to $145,000. |

  15. DIRECTOR COMPENSATION

    The aforementioned cash retainers are paid quarterly. Outside Directors are also entitled to reimbursement of reasonable expenses relating to attendance at board of directors and board committee meetings. The annual Outside Director equity award is granted pursuant to our 2020 Equity Incentive Plan and consists of restricted stock units (“RSUs”), payable in shares of our common stock. The RSUs are subject to time-based vesting conditions that lapse on the first anniversary of the date of grant, subject to continued service as a member of our board of directors. Settlement in respect of the RSUs is made upon the satisfaction of the applicable vesting requirements; however, our Outside Directors may elect to defer receipt of such shares of common stock. Our board of directors recognizes that stock ownership by directors may strengthen their commitment to the long-term future of our Company and further align their interests with those of our stockholders. Accordingly, our Outside Directors are subject to the Company’s Stock Ownership Guidelines (see page 30 of this proxy statement for more information regarding our Stock Ownership Guidelines for Outside Directors).

  16. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation paid to our Outside Directors in fiscal 2025.

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | All Other Compensation | Total | | Peter Starrett (2) | $- | $- | $- | $- | $- | | Chris Bruzzo | 115,000 | 144,974 | - | - | 259,974 | | Eddie Burt | 95,000 | 144,974 | - | - | 239,974 | | Lisa G. Laube | 115,000 | 144,974 | - | - | 259,974 | | Anne MacDonald | 95,000 | 144,974 | - | - | 239,974 | | Brenda Morris | 120,000 | 144,974 | - | - | 264,974 | | Brad Weston | 95,000 | 144,974 | - | - | 239,974 |

  18. Director Compensation Table

    | (1) The amounts in this column reflect the aggregate grant date fair value of each restricted stock unit award granted during the fiscal year, computed in accordance with ASC 718. The RSUs granted include 1,298 RSUs, calculated by dividing the $145,000 intended value by the closing stock price of $111.69 on the grant date of May 16, 2024. The valuation assumptions used in determining such amounts are further described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 29, 2025. |

  19. Director Compensation Table

    | (2) On November 22, 2024, Peter Starrett was named Executive Chairman, and thus ceased to be an Outside Director. Please see the Summary Compensation Table on page 32 for Mr. Starrett’s fiscal 2025 compensation information. |

  20. Director Compensation Table

    The following table lists all outstanding equity awards held by our Outside Directors as of March 29, 2025. The market value is based upon the closing stock price of $104.17 on March 28, 2025, the last trading day of fiscal 2025. Equity awards held by Outside Directors consist solely of RSUs.

  21. Director Compensation Table

    | | Stock Awards | | | | Name (1) | Date of Grant | Shares/units not vested (#) | Market value of units not vested ($) | | Chris Bruzzo | 5/16/2024 | 1,298(2) | 135,213 | | Eddie Burt | 5/16/2024 | 1,298(2) | 135,213 | | Lisa Laube | 5/16/2024 | 1,298(2) | 135,213 | | Anne MacDonald | 5/16/2024 | 1,298(2) | 135,213 | | Brenda Morris | 5/16/2024 | 1,298(2) | 135,213 | | Brad Weston | 5/16/2024 | 1,298(2) | 135,213 |

  22. Director Compensation Table

    | (1) As of March 29, 2025, Peter Starrett was Executive Chairman of the board, and not considered an outside director. Therefore, Mr. Starrett has been excluded from the table. |

  23. Director Compensation Table

    | (2) The RSUs held by the director as of March 29, 2025 vested fully on the one-year anniversary of the grant date, which was following the completion of fiscal 2025. |

  24. Compensation Philosophy and Objectives

    | What We Do | | * Review total compensation relative to a peer group of companies in similar business sectors, notably specialty retailers, of comparable size and complexity | | * Tie short-term incentives to achievement of financial and strategic metrics | | * Deliver a significant percentage of target annual compensation in the form of variable compensation tied to performance and align long-term incentive compensation objectives with the creation of stockholder value | | * Use an independent compensation consultant retained directly by the Committee that provides no other services to the Company | | * Assess annually potential risks relating to our compensation policies and practices | | * Maintain stock ownership guidelines for our executives and non-employee directors | | * Maintain a recoupment (or “clawback”) policy that provides for the clawback of certain incentive-based compensation |

  25. Compensation Philosophy and Objectives

    | What We Don’t Do | | * Incentivize participants to take excessive risks | | * Allow margining, derivative, or speculative transactions, such as hedges and margin accounts, by executive officers | | * Provide excessive severance or excessive perquisites | | * Provide excise tax gross-ups related to change-in-control or other payments | | * Allow for repricing of stock options without stockholder approval | | * Provide “single-trigger” change-in-control cash payments or equity acceleration |

  26. Pay Philosophy

    | ● | Target an overall pay structure that includes base salary, bonuses, and equity awards that are based upon both market and performance measures. |

  27. Elements of Our Executive Compensation Program

    | 2. | Short-term performance-based cash bonus |

  28. Elements of Our Executive Compensation Program

    | 3. | Long-term equity incentives |

  29. Elements of Our Executive Compensation Program

    We do not have formal policies relating to the allocation of total compensation among the various elements of our compensation program. The Committee generally allocates compensation between short-term and long-term components and between cash and equity in a manner that it believes will maximize executive performance and retention. The variable pay elements (annual cash incentive and long-term equity incentive awards) comprise an increasingly larger proportion of total target compensation of our senior executives as position level increases. This is consistent with the Committee’s belief that these variable elements of compensation more closely align management’s interests with our financial performance and with our stockholders’ interests. Based on our fiscal 2025 target direct compensation (including grant date fair value of equity awards and annual bonus amounts at target), 77% of our current Chief Executive Officer’s (“CEO”) target direct compensation and an average of 74% of the target direct compensation for the other NEOs (excluding our former CEO) was variable, because it was realized only if the applicable financial performance goals were met and/or its value is tied to our stock price. The charts below demonstrate our performance-aligned pay mix. The chart above reflects Mr. Hazen’s total fiscal 2025 compensation, inclusive of his compensation as the Company’s Chief Digital Officer (from March 31, 2024 until November 21, 2024) and as Interim CEO (from November 22, 2024 through March 29, 2025). As noted above, Mr. Conroy resigned as our CEO effective November 22, 2024. Accordingly, he is excluded from the above charts.

  30. Base Salary

    | (3) Mr. Starrett served as an Outside Director until November 22, 2024, and received compensation pursuant to the Company’s Outside Director compensation program during such period. In connection with his appointment as Executive Chairman of the board effective November 22, 2024, Mr. Starrett ceased receiving compensation pursuant to the Company’s Outside Director compensation program and the Committee determined to provide Mr. Starrett a base salary of $750,000. |

  31. Annual Cash Incentive Bonus

    Annual Cash Incentive Bonus Our NEOs are eligible to receive annual cash incentives as part of our Annual Cash Incentive Bonus Plan. Our Annual Cash Incentive Bonus Plan was designed by the Committee to reward our NEOs for achieving targeted amounts of a variation of Consolidated EBIT, a non-GAAP financial measure that is defined for this purpose as earnings before income taxes, excluding certain one-time selling, general, and administrative expenses. In addition, NEOs serving in roles other than CEO and Chief Financial Officer have additional financial performance goals related to their respective duties and responsibilities. For fiscal 2025, Mr. Hazen (during his tenure as Chief Digital Officer), Ms. Grijalva and Mr. Love had the following additional financial performance goals:

  32. Annual Cash Incentive Bonus

    | ● | John Hazen, former Chief Digital Officer (“CDO”) – consolidated exclusive brand sales penetration; |

  33. Annual Cash Incentive Bonus

    | ● | Laurie Grijalva, Chief Merchandising Officer – consolidated merchandise margin and consolidated exclusive brand sales penetration; and |

  34. Annual Cash Incentive Bonus

    | ● | Michael A. Love, Chief Retail Officer – consolidated exclusive brand sales penetration. |

  35. Annual Cash Incentive Bonus

    Mr. Hazen’s additional financial performance goal (consolidated exclusive brand sales penetration) was only applicable during his service as Chief Digital Officer; accordingly, his annual incentive bonus was prorated based on actual salary received during his service as CDO and his service as Interim CEO. Peter Starrett, in his role as Executive Chairman, does not receive an annual cash incentive bonus. In early fiscal 2025, the Committee established a target performance objective for Consolidated EBIT. In setting the performance measure, the Committee approved a target performance objective that it considered to be challenging, but achievable. At the same time that the target performance objective was approved, the Committee also set each NEO’s targeted payout as a percentage of his or her base salary, with potential payouts ranging from 0% to 200% of the targeted amounts based on actual performance. While the fiscal 2025 bonus plan was substantially the same as that in fiscal 2024, in early fiscal 2025, the Committee approved increases in the target bonus percentage for Messrs. Watkins, Hazen, and Love and Ms. Grijalva. Additionally, effective November 22, 2024, Mr. Hazen’s target bonus percentage increased from 65% to 100% in connection with his appointment as Interim CEO. For fiscal 2025, target Consolidated EBIT was set at $200.7 million. In determining the Consolidated EBIT target, the Committee considered the Company’s performance with respect to Consolidated EBIT in fiscal 2024, as well as factors that may impact fiscal 2025 performance. The Committee determined to set the fiscal 2025 Consolidated EBIT target above the Company’s actual fiscal 2024 Consolidated EBIT (i.e., $198.2 million). The minimum threshold to receive a bonus at 85% of target was set at $170.6 million Consolidated EBIT, and annual Consolidated EBIT of $230.8 million or more would result in a 200% payout percentage. Actual Consolidated EBIT for fiscal 2025 was $239.4 million, which was 119% of the target and resulted in a payout percentage of 200%. In addition, the Committee determined that the individual financial performance goals for each of Mr. Hazen (during his tenure as CDO), Ms. Grijalva and Mr. Love had been achieved at various levels, with consolidated exclusive brand sales penetration performance resulting in a payout percentage of 93% and consolidated merchandise margin performance resulting in a payout percentage of 183%. The below table highlights the annual cash incentive bonus potentials and payouts for each of our NEOs in fiscal 2025.

  36. Annual Cash Incentive Bonus

    | Name (1) | Target Annual Cash Incentive Bonus | Target Bonus as a % of Salary | Maximum Bonus as a % of Salary | Actual Annual Cash Incentive Bonus | % of Target Bonus Paid | | John Hazen | | | | | | | Consolidated EBIT (during period as Interim-CEO) | $297,500 | 100% | 200% | $595,000 | 200% | | Consolidated EBIT (during period as CDO) | 184,953 | 50 | 100 | 369,905 | 200 | | Consolidated exclusive brand sales penetration (during period as CDO) | 55,486 | 15 | 30 | 51,672 | 93 | | | $537,939 | 165% | 330% | $1,016,577 | 189% | | James M. Watkins | | | | | | | Consolidated EBIT | $438,606 | 75% | 150% | $877,212 | 200% | | Laurie Grijalva | | | | | | | Consolidated EBIT | $191,154 | 35% | 70% | $382,308 | 200% | | Consolidated merchandise margin | 81,923 | 15 | 30 | 149,921 | 183 | | Consolidated exclusive brand sales penetration | 81,923 | 15 | 30 | 76,293 | 93 | | | $355,000 | 65% | 130% | $608,522 | 171% | | Michael A. Love | | | | | | | Consolidated EBIT | $248,078 | 50% | 100% | $496,155 | 200% | | Consolidated exclusive brand sales penetration | 74,423 | 15 | 30 | 69,308 | 93 | | | $322,501 | 65% | 130% | $565,463 | 175% | | James G. Conroy (2) | | | | | | | Consolidated EBIT | $- | 125% | 250% | $- | -% |

  37. Annual Cash Incentive Bonus

    | (1) Peter Starrett is not eligible to participate in the annual cash incentive bonus program. As a result, he is not listed in the table. |

  38. Annual Cash Incentive Bonus

    | (2) An employee must be employed by the Company on the payout date in order to be eligible for a payout of an annual cash incentive bonus. As Mr. Conroy resigned effective November 22, 2024, he was not eligible for a fiscal 2025 payout. |

  39. Fiscal 2026 Bonus Plan

    Fiscal 2026 Bonus Plan The fiscal 2026 bonus program will be substantially the same as the fiscal 2025 bonus program.

  40. Long-Term Equity Incentives

    Long-Term Equity Incentives Under our long-term incentive program, the Committee has the authority to award various forms of long-term incentive grants, including stock options, performance-based awards and RSUs. All awards granted in fiscal 2025 to our NEOs were RSUs or performance share units granted under the 2020 Equity Incentive Plan (the “2020 Plan”). While all types of awards incentivize retention, the value of RSUs increases as our stock price increases, and the number of performance share units ultimately received by the NEOs depends on the Company’s cumulative earnings per share over a three-year performance period relative to the established performance target. The Committee’s objectives for the fiscal 2025 long-term incentive awards were to establish a direct link between compensation and Company performance as demonstrated through our stock price and earnings per share and to retain the services of our executives through multi-year vesting provisions. The Committee’s objective with regard to NEO compensation is to continue to increase the component of pay tied to long-term incentive awards. The Committee believes that long-term incentive compensation becomes a more critical component of NEO pay and retaining key executives through challenging economic periods. In determining the fiscal 2025 long-term incentive award levels for our NEOs, the Committee compared the target total direct compensation of each NEO to applicable market data including both salary and equity-incentive awards. Based on the Committee’s review of applicable market data, the Committee determined to increase the grant date fair value of the annual long-term equity incentive awards for fiscal 2025 by approximately 10% for Messrs. Watkins, Love, and Hazen and Ms. Grijalva, and approximately 7% for Mr. Conroy. The fiscal 2025 RSUs granted to the NEOs vest in equal annual installments over a three-year period subject to continued service or in connection with certain events as defined by the 2020 Plan and as determined by the Committee. The fiscal 2025 performance share units are stock-based awards, under which the number of shares ultimately received depends on the Company’s cumulative earnings per share over a three-year performance period beginning March 31, 2024 and ending March 27, 2027 relative to the established performance target. This performance metric was established by the Committee at the beginning of the performance period. Given its relationship to our annual operating plan and business strategy, the pre-established cumulative earnings per share goal and its specific target levels for the performance period are confidential and commercially-sensitive information that we do not publicly disclose. We believe that such information would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies and could cause us substantial competitive harm. At the end of the performance period, the number of shares to be issued in settlement of the performance share units is based on the Company’s actual achievement of the applicable performance goals. If the cumulative three-year performance is at a level below the threshold level, the number of performance units to vest will be 0%, if performance is at the threshold level, the number of performance units to vest will be 50% of the target amounts, if performance is at the target level, the number of performance units to vest will be 100% of the target amounts, and if performance is at the maximum level, the number of performance units to vest will be 200% of the target amounts, each subject to continued service by the applicable award recipient through the last day of the performance period (subject to certain exceptions described below under the headings “Employment Agreements” and “Potential Payments Upon Termination or Change in Control”). If performance is between threshold and target goals or between target and maximum goals, the number of performance units to vest will be determined by linear interpolation. The number of shares ultimately issued under the performance unit award ranges from 0% to 200% of the participant’s target amount. The awards are forfeited if the threshold performance goals are not achieved as of the end of the performance period. In addition to the aforementioned annual long-term equity awards, in November 2024, the Committee also awarded each of Messrs. Hazen, Starrett, and Watkins one-time grants of RSUs (collectively, the “CEO Transition Awards”) in connection with the CEO transition. Specifically, Mr. Hazen received a one-time RSU award with a grant date fair value of $750,000 and Mr. Starrett received a one-time RSU award with a grant date fair value of $875,000 in connection with their appointments as Interim CEO and Executive Chairman, respectively. Mr. Watkins received a one-time RSU award with a grant date fair value of $150,000 in connection with changes in his roles and responsibilities as a result of the CEO transition. The CEO Transition Awards vest on the second anniversary of the grant date, subject to continued employment with the Company through such vesting date. The grant mix shown below was chosen to provide a majority emphasis on driving performance results and stock price appreciation, while also providing retentive value. For more information, see “Grants of Plan-Based Awards” below.

  41. Long-Term Equity Incentives

    | Name and Equity Granted | Approximate Weighting (1) | | John Hazen | | | Performance share units | 29.7% | | Restricted stock units | 70.3% | | | 100.0% | | James M. Watkins | | | Performance share units | 44.0% | | Restricted stock units | 56.0% | | | 100.0% | | Peter Starrett | | | Performance share units | 0.0% | | Restricted stock units | 100.0% | | | 100.0% | | Laurie Grijalva | | | Performance share units | 50.0% | | Restricted stock units | 50.0% | | | 100.0% | | Michael A. Love | | | Performance share units | 50.0% | | Restricted stock units | 50.0% | | | 100.0% | | James G. Conroy | | | Performance share units | 50.0% | | Restricted stock units | 50.0% | | | 100.0% |

  42. Long-Term Equity Incentives

    | (1) The approximate weighting of equity grants for Messrs. Hazen, Watkins, and Starrett is inclusive of the CEO Transition Awards. |

  43. Certification of Performance of Fiscal 2023 Performance Share Units

    Certification of Performance of Fiscal 2023 Performance Share Units The three-year performance period for the performance share units granted in fiscal 2023 ended March 29, 2025. Following the conclusion of performance period, the Committee certified the Company’s actual performance against the performance measures for the fiscal 2023 performance share units. As the cumulative earnings per share over the performance period that ended March 29, 2025 was below threshold award level, 0% of the fiscal 2023 performance share units vested.

  44. Fiscal 2026 Changes to Long-Term Equity Incentives

    Fiscal 2026 Changes to Long-Term Equity Incentives For fiscal 2026, with the exception of Mr. Starrett, the Committee decided to once again grant to all of the NEOs performance share units that vest based on achievement of a specified performance goal over a three-year performance period and time-based RSUs, which vest in equal annual installments over a three-year period subject to continued service or in connection with certain events as defined by the 2020 Plan and as determined by the Committee. Consistent with fiscal 2025, the Committee has not granted any stock options in connection with its routine annual grants for fiscal 2026. The Committee granted Mr. Starrett time-based RSUs in connection with his continued service as Executive Chairman, which cliff vest, subject to continued service, on November 22, 2026.

  45. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Since fiscal 2019, we have maintained the Boot Barn, Inc. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, participants may defer up to 80% of their base salary, 90% of bonus payments and 100% of RSUs. Our Company may make discretionary contributions to the Deferred Compensation Plan on behalf of participants. Any Company-based contributions are subject to a five-year graded vesting schedule. Cash amounts deferred under the Deferred Compensation Plan are deemed invested in one or more investment funds made available by the Company and selected by the participant. Mr. Love and Mr. Starrett were the only NEOs to participate in the Deferred Compensation Plan in fiscal 2025. The Company did not make any discretionary contributions to the Deferred Compensation Plan in fiscal 2025.

  46. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Committee engaged Korn Ferry in October 2024 as its independent compensation consultant to advise on NEO and director compensation for fiscal 2025 and paid Korn Ferry $183,000 in aggregate fees for such services relating to the determination of NEO and director compensation in fiscal 2025. The independent compensation consultant generally advises the Committee on the appropriateness of our compensation philosophy, peer group selection and general executive compensation program design. As part of its engagement with the Committee, the independent compensation consultant:

  47. Role of Independent Compensation Consultant

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

  48. Role of Independent Compensation Consultant

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

  49. Role of Independent Compensation Consultant

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

  50. Role of Independent Compensation Consultant

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

  51. Role of Independent Compensation Consultant

    The Committee annually reviews the independence of Korn Ferry as its consultant under applicable SEC and NYSE rules on conflicts of interest. Following this review, the Committee determined that Korn Ferry’s work for us does not raise any conflicts of interest. The Committee’s evaluation included consideration of all services provided to us, the amount of fees received as a percentage of Korn Ferry’s annual revenue, its policies and procedures designed to prevent conflicts of interest, any business or personal relationships between Korn Ferry and the members of the Committee or executive officers and any ownership of our stock by the advisors providing executive and director compensation services to us. The Company, with the approval of the board and the Nominating and Corporate Governance Committee, also engaged Korn Ferry in December 2024 to perform an executive search in relation to the hiring of a new CEO. The total fees paid to Korn Ferry in connection with the executive search was $400,000. Korn Ferry did not provide any other additional services unrelated to executive or director or broader equity strategy compensation consulting in fiscal 2025.

  52. Peer Group and Benchmarking

    Peer Group and Benchmarking In making executive compensation determinations for fiscal 2025, we relied on the significant experience of our directors in establishing compensation across many companies in multiple industries, as well as the input of our then-serving CEO. We have also established a peer group of firms in similar business sectors, most notably specialty retail. The peers selected are of a comparable size and complexity. There were no changes in fiscal 2025 to our peer group used in fiscal 2024, with the exception of the removal of Hibbett Sports, Inc., which was acquired in July 2024 and ceased to be a public company. Our fiscal 2025 peer group was composed of the companies listed below. Abercrombie & Fitch Co. Children’s Place, Inc. Crocs, Inc. Five Below, Inc. Floor and Decor Holdings, Inc. Leslie’s, Inc. MarineMax, Inc. National Vision Holdings, Inc. Ollie’s Bargain Outlet Holdings, Inc. Sally Beauty Holdings, Inc. Shoe Carnival, Inc. Sleep Number Corporation Stitch Fix, Inc. The Buckle, Inc. Urban Outfitters, Inc. Zumiez Inc. The pay levels and award practices of these firms were considered as inputs when establishing the fiscal 2025 compensation programs for our NEOs. The Committee periodically evaluates competitive market data to include the most suitable peer group, as well as other market data deemed relevant. The Committee reviews our NEO compensation against an appropriate peer group on a more formal basis and also considers other relevant market data to ensure that our NEO compensation is competitive and sufficient to recruit and retain our NEOs. The Committee periodically reviews and updates this peer group for benchmarking and peer group analysis in determining and developing compensation packages for our NEOs.

  53. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the board and the Committee will evaluate the appropriate steps to take in relation to the foregoing.

  54. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for fiscal 2025, 2024 and 2023.

  55. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | John Hazen | 2025 | $667,405 | $1,850,221 | $- | $1,016,577 | $31,724 | $3,565,927 | | Chief Executive Officer and Director | 2024 | 540,769 | 999,984 | - | 298,183 | 29,460 | 1,868,397 | | | 2023 | 493,078 | 700,028 | - | 182,857 | 28,136 | 1,404,099 | | James M. Watkins | 2025 | 584,808 | 1,250,216 | - | 877,212 | 32,720 | 2,744,956 | | Chief Financial Officer and Secretary | 2024 | 509,615 | 999,984 | - | 302,027 | 30,372 | 1,841,998 | | | 2023 | 424,522 | 700,028 | - | 145,058 | 29,036 | 1,298,644 | | Peter Starrett (5) | 2025 | 259,615 | 1,020,038 | - | - | 158,846 | 1,438,499 | | Executive Chairman | | | | | | | | | Laurie Grijalva | 2025 | 546,154 | 1,100,147 | - | 608,522 | 25,742 | 2,280,565 | | Chief Merchandising Officer | 2024 | 519,615 | 999,984 | - | 259,553 | 24,168 | 1,803,320 | | | 2023 | 494,234 | 700,028 | - | 269,723 | 22,952 | 1,486,937 | | Michael A. Love | 2025 | 496,155 | 1,100,147 | - | 565,463 | 25,952 | 2,187,717 | | Chief Retail Officer | 2024 | 467,309 | 999,984 | - | 257,677 | 24,168 | 1,749,138 | | | 2023 | 428,366 | 700,028 | - | 209,556 | 21,160 | 1,359,110 | | James G. Conroy | 2025 | 638,462 | 5,250,100 | - | - | 25,816 | 5,914,378 | | Former President, Chief Executive Officer and Director | 2024 | 993,076 | 4,899,980 | - | 1,050,987 | 29,460 | 6,973,503 | | | 2023 | 963,849 | 4,199,994 | 4,000,031 | 603,799 | 28,136 | 9,795,809 |

  56. Summary Compensation Table

    | (1) The amounts in this column reflect the aggregate grant date fair value of the restricted stock unit award and performance share unit awards granted to NEOs during the fiscal year, computed in accordance with ASC 718. The amounts for Mr. Hazen, Mr. Starrett, and Mr. Watkins include the CEO Transition Awards. Additionally, the amount for Mr. Starrett also includes the annual Outside Director equity award that he received prior to his appointment as Executive Chairman. |

  57. Summary Compensation Table

    The amounts included for the performance share units represent the grant date fair value assuming the achievement of the performance goals at target level. The valuation assumptions used in determining such amounts in fiscal 2025 are further described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 29, 2025. The table below sets forth the grant date fair value of the performance share units granted in fiscal 2025 at both target and maximum payout for each of the NEOs (excluding Mr. Starrett, who did not receive a performance share unit grant in fiscal 2025):

  58. Summary Compensation Table

    | | Target | Maximum | | John Hazen | $550,073 | $1,100,147 | | James M. Watkins | 550,073 | 1,100,147 | | Laurie Grijalva | 550,073 | 1,100,147 | | Michael A. Love | 550,073 | 1,100,147 | | James G. Conroy | 2,625,050 | 5,250,100 |

  59. Summary Compensation Table

    Mr. Conroy forfeited his fiscal 2025 long-term equity awards upon his resignation from the Company.

  60. Summary Compensation Table

    | (2) The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with ASC 718. Such amount for James G. Conroy includes his option awards containing both service and market vesting conditions. The valuation assumptions used in determining such amounts are further described in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 1, 2023. Such option awards were forfeited by Mr. Conroy upon his resignation from the Company. |

  61. Summary Compensation Table

    | (3) Non-Equity Incentive Plan Compensation represents the cash incentive bonus paid to the NEOs pursuant to the achievement of certain pre-established Company and financial performance goals assigned to each NEO during the fiscal year with respect to |

  62. Summary Compensation Table

    | which such bonuses are earned, although payment of any such bonuses occurs after the completion of the fiscal year. Mr. Conroy did not receive a cash incentive bonus payout in fiscal 2025, as he was not employed by the Company on the payout date. |

  63. Summary Compensation Table

    | (4) All Other Compensation for fiscal 2025 consisted of the following: |

  64. Summary Compensation Table

    | | 401(k) Match | Outside Director Retainer Cash Fees | Health Benefits (1) | Total | | John Hazen | $14,000 | - | $17,724 | $31,724 | | James M. Watkins | 14,000 | - | 18,720 | 32,720 | | Peter Starrett | - | $158,846 | - | 158,846 | | Laurie Grijalva | 13,790 | - | 11,952 | 25,742 | | Michael A. Love | 14,000 | - | 11,952 | 25,952 | | James G. Conroy | 14,000 | - | 11,816 | 25,816 |

  65. Summary Compensation Table

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

  66. Summary Compensation Table

    | (5) Mr. Starrett served as an Outside Director until he was appointed Executive Chairman effective November 22, 2024. The amounts shown for Mr. Starrett include the cash retainer fees and the annual equity award that he received during fiscal 2025 pursuant to the Company’s Outside Director compensation policy prior to his appointment as Executive Chairman, as well as the compensation that received for his service as Executive Chairman from November 22, 2024 through the end of fiscal 2025. |

  67. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  68. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: | | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards (6) | | John Hazen | 4/22/2025(1) | $268,970 | $537,939 | $1,075,878 | | | | | | | | 5/16/2024(2) | | | | 2,463 | 4,925 | 9,850 | | $550,073 | | | 5/16/2024(3) | | | | | | | 4,925 | 550,073 | | | 11/22/2024(4) | | | | | | | 5,473 | 750,075 | | James M. Watkins | 4/22/2025(1) | 219,303 | 438,606 | 877,212 | | | | | | | | 5/16/2024(2) | | | | 2,463 | 4,925 | 9,850 | | 550,073 | | | 5/16/2024(3) | | | | | | | 4,925 | 550,073 | | | 11/22/2024(4) | | | | | | | 1,095 | 150,070 | | Peter Starrett | 5/16/2024(5) | | | | | | | 1,298 | 144,974 | | | 11/22/2024(4) | | | | | | | 6,385 | 875,064 | | Laurie Grijalva | 4/22/2025(1) | 177,500 | 355,000 | 710,000 | | | | | | | | 5/16/2024(2) | | | | 2,463 | 4,925 | 9,850 | | 550,073 | | | 5/16/2024(3) | | | | | | | 4,925 | 550,073 | | Michael A. Love | 4/22/2025(1) | 161,251 | 322,501 | 645,002 | | | | | | | | 5/16/2024(2) | | | | 2,463 | 4,925 | 9,850 | | 550,073 | | | 5/16/2024(3) | | | | | | | 4,925 | 550,073 | | James G. Conroy (7) | 4/22/2025(1) | 656,250 | 1,312,500 | 2,625,000 | | | | | | | | 5/16/2024(2) | | | | 11,752 | 23,503 | 47,006 | | 2,625,050 | | | 5/16/2024(3) | | | | | | | 23,503 | 2,625,050 |

  69. Grants of Plan-Based Awards

    | (1) Reflects potential payouts of the annual cash incentive bonus under our Annual Cash Incentive Bonus Plan. The “Threshold” column reflects amounts that would be paid if the minimum level of plan goals required to receive a payout was achieved. The “Target” column reflects amounts that would be paid if the plan goals were achieved at 100%. The “Maximum” column reflects amounts that would be paid if the plan goals were achieved at the maximum level. Actual payouts of the fiscal 2025 cash incentive bonus are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. As Executive Chairman, Mr. Starrett is not eligible to participate in the Annual Cash Incentive Bonus Plan. |

  70. Grants of Plan-Based Awards

    | (2) Consists of the estimated future payout of performance share units granted to each NEO. The number of shares of common stock ultimately received depends on the Company’s cumulative earnings per share over a three-year performance period beginning March 31, 2024 and ending March 27, 2027 relative to the established performance target. See “Long-Term Equity Incentives” above for further discussion of the payout at threshold, target, and maximum performance. |

  71. Grants of Plan-Based Awards

    | (3) Consists of an award of RSUs subject to time-based vesting over a three-year period in equal annual installments on each anniversary of the grant date. |

  72. Grants of Plan-Based Awards

    | (4) Consists of the CEO Transition Awards. Such awards are subject to a two-year cliff vest on the second anniversary of the grant date. |

  73. Grants of Plan-Based Awards

    | (5) Consists of the annual Outside Director equity award granted to Mr. Starrett while serving as an Outside Director. Such award vested on the first anniversary of the grant date. |

  74. Grants of Plan-Based Awards

    | (6) The grant date fair value of equity awards is computed in accordance with ASC 718. The amount included for performance share units represents the grant date fair value assuming the achievement of the performance goals at target level. The valuation assumptions used in determining such amounts are further described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 29, 2025. |

  75. Grants of Plan-Based Awards

    | (7) All equity awards granted during fiscal 2025 to Mr. Conroy were forfeited upon his resignation from the Company. Additionally, Mr. Conroy did not receive a cash incentive bonus payout in fiscal 2025, as he was not employed by the Company on the payout date. |

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our NEOs as of March 29, 2025.

  77. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | Stock Awards | | | | | Name (1) | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (14) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | John Hazen | | | | | | 694(2) | 72,294 | | | | | | | | | | -(3) | - | | | | | | | | | | 1,341(4) | 139,692 | | | | | | | | | | | | 18,526(5) | 1,929,853 | | | | | | | | 4,117(6) | 428,868 | | | | | | | | | | | | 9,850(7) | 1,026,075 | | | | | | | | 4,925(8) | 513,037 | | | | | | | | | | 5,473(9) | 570,122 | | | | James M. Watkins | | | | | | 454(2) | 47,293 | | | | | | | | | | 346(11) | 36,043 | | | | | | | | | | -(3) | - | | | | | | | | | | 1,341(4) | 139,692 | | | | | | | | | | | | 18,526(5) | 1,929,853 | | | | | | | | 4,117(6) | 428,868 | | | | | | | | | | | | 9,850(7) | 1,026,075 | | | | | | | | 4,925(8) | 513,037 | | | | | | | | | | 1,095(9) | 114,066 | | | | Peter Starrett | | | | | | 1,298(10) | 135,213 | | | | | | | | | | 6,385(9) | 665,125 | | | | Laurie Grijalva | 11,924 | - | - | 20.94 | 5/21/2030(12) | | | | | | | 12,727 | - | - | 24.08 | 5/21/2030(12) | | | | | | | 12,429 | - | - | 28.63 | 5/19/2029(13) | | | | | | | | | | | | 694(2) | 72,294 | | | | | | | | | | -(3) | - | | | | | | | | | | 1,341(4) | 139,692 | | | | | | | | | | | | 18,526(5) | 1,929,853 | | | | | | | | 4,117(6) | 428,868 | | | | | | | | | | | | 9,850(7) | 1,026,075 | | | | | | | | 4,925(8) | 513,037 | | | | Michael A. Love | 6,062 | - | - | 20.94 | 5/21/2030(12) | | | | | | | 6,470 | - | - | 24.08 | 5/21/2030(12) | | | | | | | 4,090 | - | - | 28.63 | 5/19/2029(13) | | | | | | | | | | | | 454(2) | 47,293 | | | | | | | | | | -(3) | - | | | | | | | | | | 1,341(4) | 139,692 | | | | | | | | | | | | 18,526(5) | 1,929,853 | | | | | | | | 4,117(6) | 428,868 | | | | | | | | | | | | 9,850(7) | 1,026,075 | | | | | | | | 4,925(8) | 513,037 | | |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (1) James G. Conroy resigned from the Company effective November 22, 2024, forfeiting all of his outstanding equity awards. As a result, he is not listed in the table. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (2) The RSUs held by the NEO were granted on May 14, 2021, and vested over a four-year period in equal annual installments on each anniversary of the grant date. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents the fiscal 2023 performance share units granted on May 12, 2022. The performance period for the fiscal 2023 performance share units ended March 29, 2025. Accordingly, the fiscal 2023 performance share units were deemed to be earned |

  81. Outstanding Equity Awards at Fiscal Year-End

    | but unvested as of the end of fiscal 2025. However, as the cumulative earnings per share over the performance period that ended March 29, 2025 was below threshold award level, 0% of the fiscal 2023 performance share units vested. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (4) The RSUs held by the NEO were granted on May 12, 2022, and vested over a three-year period in equal annual installments on each anniversary of the grant date. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents the fiscal 2024 performance share units granted on May 19, 2023. The number of shares ultimately received depends on the Company’s cumulative earnings per share target over a three-year performance period beginning April 2, 2023 and ending March 28, 2026 relative to its established target. The number of shares issued can range from 0% to 200% of the participant’s target award. The number of shares shown herein is reflected at the maximum award level. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (6) The RSUs held by the NEO were granted on May 19, 2023, and vest over a three-year period in equal annual installments on each anniversary of the grant date. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents the fiscal 2025 performance share units granted on May 16, 2024. The number of shares ultimately received depends on the Company’s cumulative earnings per share target over a three-year performance period beginning March 31, 2024 and ending March 27, 2027 relative to its established target. The number of shares issued can range from 0% to 200% of the participant’s target award. The number of shares shown herein is reflected at the maximum award level. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (8) The RSUs held by the NEO were granted on May 16, 2024, and vest over a three-year period in equal annual installments on each anniversary of the grant date. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents the CEO Transition Awards granted on November 22, 2024. The RSUs cliff vest on the second anniversary of the grant date. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents the annual Outside Director equity award that was granted to Mr. Starrett on May 16, 2024 prior to his appointment as Executive Chairman. The RSUs vested on the first anniversary of the grant date. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (11) The RSUs held by the NEO were granted on November 1, 2021, and vest over a four-year period in equal annual installments on each anniversary of the grant date. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (12) The stock options held by the NEO were granted on May 22, 2020, and vested over a four-year period in equal annual installments on each anniversary of the grant date. |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (13) The stock options held by the NEO were granted on May 20, 2019, and vested over a four-year period in equal annual installments on each anniversary of the grant date. |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (14) Market value is based upon the closing stock price of $104.17 on March 28, 2025, the last trading day of fiscal 2025. |

  93. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below reflects the value realized on the exercise of stock options and vesting of RSUs during the fiscal year ended March 29, 2025.

  94. 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 | Value Realized on Vesting | | John Hazen | 6,311 | $823,101 | 11,805 | $1,265,275 | | James M. Watkins | 3,601 | 470,327 | 9,096 | 1,000,323 | | Peter Starrett | | | 1,698 (1) | 195,253 | | Laurie Grijalva | | | 11,754 | 1,259,650 | | Michael A. Love | | | 8,920 | 961,497 | | James G. Conroy | 59,803 | 6,600,100 | 47,998 | 5,159,845 |

  95. Option Exercises and Stock Vested

    | (1) Mr. Starrett’s fiscal 2024 annual Outside Director equity award vested on May 20, 2024. However, the delivery of such 1,698 shares was deferred by Mr. Starrett pursuant to the Deferred Compensation Plan. |

  96. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company has a Deferred Compensation Plan permitting a select group of management employees and our directors to defer compensation to a future date. The value of the deferred compensation is recognized based on the fair value of the participants’ accounts. Our Company established a rabbi trust for the purpose of funding the benefits payable under this plan, with the assets invested in a variety of marketable securities and cash equivalents, excluding our Company’s stock. Under the Deferred Compensation Plan, the Company may credit participant accounts with discretionary contributions. Any Company credits are subject to a five-year graded vesting schedule; however, the Company did not make any discretionary contributions during fiscal 2025. The table below reflects the contributions made and aggregate earnings/(losses) during fiscal 2025 for Peter Starrett and Michael A. Love, who were the only NEOs who participated in the Deferred Compensation Plan during the fiscal year.

  97. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal 2025 (1) | Registrant Contributions in Fiscal 2025 | Aggregate Earnings/(Loss) in Fiscal 2025 (2) | Aggregate Withdrawals/Distributions | Aggregate Balance at March 29, 2025 (3) | | Peter Starrett | $195,253 | $- | $60,499 | $- | $1,087,743 | | Michael A. Love | $332,154 | $- | $70,651 | $- | $1,513,547 |

  98. Nonqualified Deferred Compensation

    | (1) The amount reported for Mr. Love in this column reflects the base salary and Annual Cash Incentive Bonus Plan payout for fiscal 2025 that was deferred by Mr. Love. Of the $332,154 reported for Mr. Love in this column, $49,046 is included in the “Salary” and $283,108 is included in the “Non-Equity Incentive Plan Compensation” column totals for fiscal 2025 reported in the “Summary Compensation Table” beginning on page 32 of this Proxy Statement. The amount reported for Mr. Starrett in this column reflects the deferral of his fiscal 2024 annual Outside Director equity award upon the vesting of such award on May 20, 2024; accordingly, such amount is not reported in the “Summary Compensation Table.” |

  99. Nonqualified Deferred Compensation

    | (2) The amount shown is not considered above market or preferential earnings and is not reported as compensation in the Summary Compensation Table. |

  100. Nonqualified Deferred Compensation

    | (3) $920,597 is included in the balance as of March 29, 2025 and previously was reported as compensation to Mr. Love in the Summary Compensation Tables for past fiscal years. As Mr. Starrett was appointed Executive Chairman effective November 22, 2024, no amounts included in this column were previously reported in the Summary Compensation Tables for past fiscal years. |

  101. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Committee recognizes that the possibility of the termination of an executive officer’s employment, and the uncertainty it creates, may result in the loss or distraction of the executive officer, and present challenges in recruiting potential executive officers, all to the detriment of the Company and its stockholders. The Committee considers the avoidance of such loss, distraction and challenges to be essential to protecting and enhancing the best interests of the Company and its stockholders. To help ensure that the Company has the continued attention and dedication of these executives and the availability of their continued service, to facilitate the Company’s recruiting efforts and to provide severance benefits upon a qualifying termination that are consistent with market practices, the Company provides certain severance payments and benefits to our NEOs pursuant to the terms of their employment agreements and equity award agreements. As disclosed above, Mr. Starrett does not have an employment agreement with the Company and is not entitled to any compensation upon a termination or change in control, except with respect to the payment of his vested deferred compensation pursuant to the Deferred Compensation Plan (which, as of March 29, 2025, was equal to $1,087,743). Accordingly, Mr. Starrett is not included in the termination tables set forth below. Additionally, as Mr. Conroy resigned from the Company effective November 22, 2024, he is not included in the termination tables set forth below. Instead, information regarding any benefits that Mr. Conroy was entitled to as a result of his resignation are set forth under “Payments upon a Termination of Employment.” As noted in the CD&A, we employ our executive officers, including all of our NEOs, “at will.” We do not provide any Internal Revenue Code Section 280G excise tax gross-up payments and none of our change in control payments are “single trigger.” Refer to the “Executive Compensation--Employment Agreements” section above for a description of our “double trigger” arrangements with our NEOs. The table below reflects the amount of compensation that would be payable to our NEOs in the event of a termination without “Cause” or for “Good Reason” (a “Qualifying Termination”) (each such term as defined in the applicable employment agreement (except that for Ms. Grijalva the payments are only triggered by a termination without Cause)), assuming the NEO had terminated employment on the last day of fiscal 2025.

  102. Qualifying Termination in Connection with a Change in Control

    Qualifying Termination in Connection with a Change in Control

  103. Qualifying Termination in Connection with a Change in Control

    | Name | Salary | Bonus (2) | Health and Welfare Benefits | Restricted Stock Units (3) | Performance Share Units (3)(4) | Stock Options (3) | Total Compensation | | John Hazen (1) | $637,500 | $1,016,577 | $- | $1,724,013 | $2,955,928 | $- | $6,334,018 | | James M. Watkins | 625,000 | 877,212 | - | 1,278,999 | 2,955,928 | - | 5,737,139 | | Laurie Grijalva | 275,000 | 608,522 | - | 1,153,891 | 2,955,928 | - | 4,993,341 | | Michael A. Love (5) | 250,000 | 565,463 | - | 1,128,890 | 2,955,928 | - | 4,900,281 |

  104. Qualifying Termination in Connection with a Change in Control

    | (1) Calculations for Mr. Hazen are based on the salary, bonus, and employment agreement that were effective as of March 29, 2025, the last day of fiscal 2025. Accordingly, such amounts do not reflect the terms set forth in the Hazen A&R Employment Agreement. |

  105. Qualifying Termination in Connection with a Change in Control

    | (2) Pursuant to the terms of our Cash Incentive Plan for Executives, in the event of a change in control, payment of any annual incentive bonuses will be determined based on actual performance through the date of the change in control and paid within 60 days following the change in control. The amounts set forth in this column represent the annual bonuses payable to the NEOs for fiscal 2025, which would have been paid to the NEOs following termination of employment for any reason upon or following a Change in Control. |

  106. Qualifying Termination in Connection with a Change in Control

    | (3) Assumes either (i) the equity award is assumed by the surviving company in any Change in Control transaction and the Qualifying Termination occurs within 18 months following the Change in Control or (ii) the equity award is not assumed by the surviving company. |

  107. Qualifying Termination in Connection with a Change in Control

    | (4) For performance share units, vesting is based upon actual performance through the date of the Change in Control. |

  108. Qualifying Termination in Connection with a Change in Control

    | (5) Upon his termination of employment for any reason, Mr. Love receives payment of his vested deferred compensation pursuant to the Deferred Compensation Plan. As of March 29, 2024, Mr. Love’s vested account balance was equal to $1,513,547. |

  109. Qualifying Termination in Connection with a Change in Control

    In addition, for each of our NEOs, a termination upon retirement results in the continued vesting of equity awards granted in fiscal 2020 through fiscal 2025 without continued service requirements, subject to compliance with certain post-termination confidentiality and other obligations. Messrs. Hazen and Watkins and Ms. Grijalva are eligible to retire after the earlier of (a) age 60 with 10 years of service or (b) age 65. Mr. Love is eligible to retire after the earlier of (a) age 60 with five years of service or (b) age 65. With respect to performance share units, the number of shares issuable to a retired NEO upon completion of the applicable vesting period is based upon actual performance during the entire performance period, including the post-termination period without regard to the date of retirement. In the event that an NEO’s employment terminates by reason of his or her death or disability, all unvested RSUs and stock options become fully vested, and unvested performance share units become vested based upon actual performance through the date of termination. As of the last day of fiscal 2025, these amounts would have been as set forth in the table below.

  110. Payments upon a Termination of Employment

    Payments upon a Termination of Employment On October 22, 2024, James Conroy notified the Company of his intention to resign, effective as of November 22, 2024. Effective on such date, Mr. Conroy ceased to serve as the Company’s President and CEO. Mr. Conroy did not receive any severance in connection with his resignation and forfeited all unvested equity awards upon his resignation.

  111. Equity Compensation Plan Information

    | Plan Category | (a) Number of Securities to Be Issued Upon Exercise of Outstanding Equity Awards (3) | (b) Weighted-Average Exercise Price of Outstanding Equity Awards (4) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity Compensation Plans Approved by Stockholders (1) | 452,656 | $24.26 | 1,872,652 | | Equity Compensation Plans Not Approved by Stockholders (2) | - | $- | 879,724 | | Total | 452,656 | $24.26 | 2,752,376 |

  112. Equity Compensation Plan Information

    | (3) The number of securities to be issued upon exercise of outstanding equity awards, includes the issuance of 156,873 performance share units. The performance share units granted on May 12, 2022 assume the payout of zero shares at below threshold performance, the performance share units granted on May 19, 2023 assume performance between target and maximum, and the performance share units granted on May 16, 2024 assume maximum performance. At target, the total amount of performance share units to be issued would be 139,070. |

  113. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the total annual compensation of our principal executive officer (“PEO”) for fiscal 2025 and the median of the total annual compensation of all employees other than our PEO, as well as their ratio to each other (the “CEO Pay Ratio”). James G. Conroy served as the Company’s PEO until November 22, 2024. John Hazen served as the Company’s PEO from November 22, 2024 through March 29, 2025. For purposes of the calculation below, we calculated the total compensation for each PEO during the time serving in such capacity in fiscal 2025 and used the sum of such amounts as the PEO total annual compensation (the “PEO combined total annual compensation”). For Mr. Conroy, the amount is equal to the total compensation for Mr. Conroy in fiscal 2025 as disclosed in the Summary Compensation Table (“SCT”) on page 32. For Mr. Hazen, the amount includes the salary and bonus earned for the period serving as interim CEO, the CEO Transition Award, and a proration of all other compensation for the period served as Interim CEO. Total annual compensation for our PEOs and for the median of the total annual compensation of all employees is calculated in accordance with SEC rules applicable to the SCT. For fiscal 2025, these amounts were as follows:

  114. CEO Pay Ratio

    | ● | Our PEO combined total annual compensation was $7,567,935. |

  115. CEO Pay Ratio

    | ● | Our median compensated employee’s total annual compensation was $16,225. Our median compensated employee works part-time for the Company. |

  116. CEO Pay Ratio

    | ● | Based on this information for fiscal 2025, we estimate that the ratio of our PEO combined total annual compensation to the total annual compensation of our median employee was 466 to 1. |

  117. CEO Pay Ratio

    To identify the median of the total annual compensation of all of our employees, as well as to determine the total annual compensation of our median employee and our PEOs, we took the following steps:

  118. CEO Pay Ratio

    | ● | We determined our employee population as of March 29, 2025, our determination date. As of this date, we had a total of 10,355 employees, excluding our PEO. Of this total, 68% were part-time employees and seasonal or temporary workers. |

  119. CEO Pay Ratio

    | ● | To identify the “median employee” from our employee population, we measured the employee population’s total annual compensation for fiscal 2025, including salary, stock awards, option awards, non-equity incentive plan compensation, non-qualified deferred compensation earnings, and all other compensation. |

  120. CEO Pay Ratio

    | ● | We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.” |

  121. CEO Pay Ratio

    | ● | We annualized compensation of employees who were not employed with us for the full fiscal year. We did not annualize compensation for seasonal workers, and we did not make full-time equivalent adjustments for part-time employees. In determining our median compensated employee and calculating the CEO Pay Ratio, we did not use any of the exemptions permitted under SEC rules. |

  122. CEO Pay Ratio

    Our Company believes that the CEO Pay Ratio set forth above is a reasonable estimate for fiscal 2025, determined in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s total annual compensation permit companies to adopt a variety of methodologies, to apply certain exemptions and to make certain assumptions, adjustments, or estimates that reflect their compensation policies. Accordingly, the CEO Pay Ratio may not be comparable to the pay ratios reported by other companies, which may have used different methodologies, assumptions, adjustments, or estimates in calculating their pay ratios.

  123. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship of “compensation actually paid” (“CAP”) to our PEO and other NEOs (“Non-PEO NEOs”) and our, and certain of our peers’, performance. For information regarding the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement, beginning on page 21. We had two PEOs during fiscal 2025. Mr. Conroy (“PEO 2”) served as the PEO from March 31, 2024 until his resignation from the Company effective November 22, 2024. Mr. Hazen (“PEO 1”) served as the PEO beginning on November 22, 2024 and through the remainder of fiscal 2025. The methodology for calculating amounts presented in the columns for 2025 “CAP to PEO 1,” “CAP to PEO 2,” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. The following tables and narrative disclosure provide information on the relationship of the compensation of PEO 1, PEO 2, and our other Non-PEO NEOs, compared to our performance over the past five fiscal years.

  124. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) Fiscal Year | (b) SCT Total PEO 1 (1) | (c) SCT Total PEO 2 (2) | (d) CAP to PEO 1 (1)(4) | (e) CAP to PEO 2 (2)(4) | (f) Average SCT Total for Non-PEO NEOs (3) | (g) Average CAP to Non-PEO NEOs (3)(4) | (h) Total Shareholder Return (5) | (i) Peer Group Total Shareholder Return (5) | (j) Net Income (in thousands) | (k) CSM: Consolidated EBIT (in thousands) (6) | | 2025 | $3,565,927 | $5,914,378 | $4,216,572 | $(15,220,969) | $2,162,934 | $2,702,319 | $779.13 | $193.94 | $180,942 | $239,352 | | 2024 | | 6,973,503 | | 7,367,614 | 1,815,713 | 2,369,165 | 711.67 | 252.73 | 146,996 | 198,214 | | 2023 | | 9,795,809 | | (3,068,276) | 1,476,243 | 103,495 | 573.22 | 178.75 | 170,553 | 231,787 | | 2022 | | 4,479,778 | | 17,738,024 | 1,419,248 | 3,174,953 | 721.99 | 225.49 | 192,450 | 258,338 | | 2021 | | 4,057,401 | | 29,205,374 | 1,329,348 | 5,540,862 | 473.45 | 415.25 | 59,386 | 86,326 |

  125. PAY VERSUS PERFORMANCE

    | (1) John Hazen was PEO beginning on November 22, 2024 through the end of fiscal 2025. |

  126. PAY VERSUS PERFORMANCE

    | (2) James G. Conroy was PEO during fiscal 2025 until November 22, 2024 and during each of fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021. |

  127. PAY VERSUS PERFORMANCE

    | (3) Non-PEO NEOs whose average compensation is reflected in columns (f) and (g) consist of: James M. Watkins, Laurie Grijalva, and Michael A. Love for each of the fiscal years presented; Peter Starrett for fiscal 2025; John Hazen for fiscal 2024, fiscal 2023, fiscal 2022, and fiscal 2021; and Gregory V. Hackman for fiscal 2023, fiscal 2022, and fiscal 2021. |

  128. PAY VERSUS PERFORMANCE

    | (4) The dollar amounts reported in columns (d), (e), and (g) represent the amounts of CAP to PEO 1, CAP to PEO 2, and Average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEOs or Non-PEO NEOs without restriction, but rather is a value calculated in accordance with applicable SEC rules. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Similarly, no adjustments were made for dividends, as the Company has not paid any dividends. No adjustments were made for equity awards that were granted and vested in the same fiscal year, as there were no such equity awards for the fiscal years presented. Additionally, no adjustments were made for equity awards that failed to meet their vesting conditions, as any such equity awards were previously accounted for in prior fiscal years. The following tables reconcile CAP to the SCT Total for the PEOs and the Non-PEO NEOs. |

  129. PAY VERSUS PERFORMANCE

    | (5) Total Stockholder Return (“TSR”) and peer group TSR reflect our TSR compared to that of a peer group of similarly-sized (based on EBIT, market capitalization, and revenue sizes, as well as total shareholder return) publicly-traded companies in similar business sectors, most notably specialty retail, used by our Compensation Committee in making executive compensation determinations and described under “Compensation Discussion and Analysis.” Information regarding the peer group is set forth under “Company TSR Compared to Peer Group TSR.” The dollar amounts in columns (h) and (i) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, our common stock and the peer group on the last trading day before the earliest fiscal year the peer group company is included, assuming reinvestment of dividends. |

  130. PAY VERSUS PERFORMANCE

    | (6) In accordance with SEC rules, the table must include, in addition to relative TSR and Net Income, a Company-Selected Measure (“CSM”). We have included Consolidated EBIT, a non-GAAP financial measure that is defined for this purpose as earnings before income taxes, excluding certain one-time selling, general, and administrative expenses. As discussed above under “Compensation Discussion and Analysis,” Consolidated EBIT is a key measure used in determining compensation of our NEOs. |

  131. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated bylaws provide that we will indemnify and advance expenses to our directors and executive officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except as otherwise prohibited under the DGCL. We have entered into customary indemnification agreements with each of our directors and executive officers. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL. Our indemnification agreements also provide that we are required to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the indemnification agreements are not exclusive. There is no pending litigation or proceeding involving any of our directors or executive officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or executive officer.