Brett P. Milkie

About Brett P. Milkie

Senior Vice President of Leasing at The Buckle, Inc. (BKE), age 65, appointed SVP on March 6, 2014 after serving as VP of Leasing since May 1996; he joined Buckle in January 1992 as Director of Leasing following six years as a leasing agent for a national retail mall developer . Company performance context: FY2024 net sales were $1,217.7 million (down 3.4% YoY), EBIT was $241.4 million, and net income was $195.5 million . Over five years, Buckle’s cumulative TSR reached $329.53 vs $203.27 for the S&P Retail Select Industry Index (as of 2/1/2025), indicating strong equity value creation for shareholders . Executive incentives are tightly linked to Pre‑Bonus Net Income and adjusted Net Income from Operations %, which governed the FY2024 cash bonus pool and PSU vesting gates; the company achieved all three primary performance objectives for FY2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Cash Incentive (2024)

  • Metric: Pre‑Bonus Net Income; Bonus Pool set at 1.2% of Pre‑Bonus Net Income plus a percentage of any excess over Target; Committee gained authority to award discretionary bonuses mid-year .
  • Company Bonus Pool: $5,949,543 .
  • Milkie Payout: $656,250 .

• Equity Awards (2024)

  • Grant: 18,400 shares of Non‑Vested Stock on 2/4/2024 (mix of performance‑based and non‑performance shares) .
  • Performance metrics and gates:
    • Primary: 50% vests (over 4 years) at Target Pre‑Bonus Net Income; +25% if ≥2.5% above Target; +25% if ≥5.0% above Target .
    • Secondary: Adjusted Net Income from Operations as % of Net Sales thresholds at ≥12%, ≥14%, ≥16%, ≥20% drive vesting in 25% increments; higher of primary or secondary determines earned shares .
    • FY2024 Outcome: All three primary objectives achieved; 100% of performance shares eligible for vesting .
  • Vesting schedules:
    • Performance shares: 20% upon certification of goal achievement; 20% at next fiscal year‑end; 30% at each of the subsequent two fiscal year‑ends .
    • Non‑performance shares: 20% at grant fiscal year‑end; 20% at following fiscal year‑end; 30% at each of the next two fiscal year‑ends .
  • FY2024 Vesting/Value Realized: 18,400 shares vested; $845,432 value realized .
  • Options: None granted since fiscal 2004; no options outstanding .

Equity Ownership & Alignment

Employment Terms

• Employment Agreements: None; executives receive salary, incentive cash bonus, and Non‑Vested Stock; Committee may award discretionary bonuses .
• Change‑of‑Control / Termination:
  • Single-trigger CIC: Immediate vesting of all non‑vested shares for which performance objectives have been achieved and certified .
  • Termination without Good Cause or resignation for Good Reason: Immediate vesting of earned non‑vested shares .
  • Good Cause/Good Reason: Defined to include dishonesty/fiduciary breach/criminal fraud; significant reduction in authority, pay reduction, relocation, or materially reduced benefits, etc. .
  • Estimated Accelerated Vesting Value (Milkie): $1,641,593 .
• Clawback Policy: Adopted Nov 2023; recovery of incentive-based compensation upon earnings restatement .
• Insider Trading Policy: Enhanced June 2023; preclearance, 10b5‑1 plan requirements, hedging restrictions, broad disclosure obligations .
• Non‑compete/Non‑solicit/Garden leave: Not disclosed.

Deferred Compensation

Performance & Track Record

• Portfolio and expansion context: Buckle operated 441 stores in 42 states at FY2024; FY2025 plan includes opening 7 new stores and ~18–22 full remodels, consistent with active lease management and relocations from enclosed malls to power/lifestyle centers .
• Financial trajectory: FY2024 net sales $1,217.7m, EBIT $241.4m, net income $195.5m; comparable sales down 2.7% with mix/price dynamics noted; five-year TSR materially outperformed peer index .

Compensation Structure Analysis

• Pay-for-performance design centered on Pre‑Bonus Net Income, with FY2024 cash Bonus Pool of $5.95m and PSUs gated by pre-defined profitability thresholds; all primary objectives achieved for FY2024 .
• Equity mix: Buckle transitioned from options to restricted stock and does not grant options; equity vests over four years, building retention and alignment .
• Governance enhancements: Clawback (Nov 2023), stock ownership policy (Mar 2024), hedging restrictions and 10b5‑1 preclearance (Jun 2023) .
• Year-over-year mix: For Milkie, bonus declined from 2022 to 2024 while salary rose; stock awards remained a meaningful portion of total compensation, reinforcing longer-term alignment .

Risk Indicators & Red Flags

• Hedging prohibited; enhanced insider trading controls mitigate opportunistic trading risk .
• No employment contract or individualized severance multiples; CIC/termination accelerations limited to earned non‑vested equity per plan terms .
• No stock option repricing; no outstanding options for Milkie .
• Legal proceedings: Company not engaged in material litigation as of 10‑K filing .

Equity Ownership & Insider Selling Pressure

• FY2024 vesting delivered 18,400 shares to Milkie with $845,432 value realized—an annual supply event to monitor alongside blackout/preclearance requirements .
• Current ownership exceeds guideline, implying lower forced‑selling risk for compliance; non‑vested equity value ($1.64m) supports retention, but CIC/termination accelerations could bring forward vesting supply .

Investment Implications

• Alignment: Strong—cash bonuses tied to Pre‑Bonus Net Income and PSUs gated by profitability, coupled with stock ownership requirements and clawbacks .
• Retention: High—four‑year vesting on both performance and time‑based shares with significant unvested value ($1.64m) .
• Trading signals: Annual vesting (18,400 shares; $845k realized in FY2024) under tight insider controls suggests predictable supply; no hedging and preclearance requirements reduce opportunistic sales risk .
• Governance risk: No individualized employment/severance arrangements; CIC is a single‑trigger for earned equity vesting, but limited to previously certified performance, moderating windfall risk .