Anne MacDonald
Boot Barn HoldingsAbout Anne MacDonald
Anne MacDonald is an independent director of Boot Barn Holdings, Inc. (BOOT), age 69, serving on the board since 2018. She brings 30+ years of marketing and brand leadership, including CMO roles at Citigroup, Macy’s Inc., and Travelers Insurance, and holds a B.A. from Boston College and an MSc from the University of Bath, England . She is certified as independent under NYSE standards and currently serves on the Audit and Nominating & Corporate Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo – Pizza Hut division | Vice President, Brand Management | 1993 | Led brand management initiatives |
| Citigroup | Chief Marketing Officer | 1997–2011 | Fortune 100 CMO experience |
| Macy’s Inc. | Chief Marketing Officer | 1997–2011 | Fortune 100 CMO experience |
| Travelers Insurance | Chief Marketing Officer | 1997–2011 | Fortune 100 CMO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hiscox Inc. (British insurer) | Director (prior) | Not disclosed | Previously served on public company board |
| Catalina Marketing Corporation | Director (prior) | Not disclosed | Previously served on public company board |
| Rentrak Corporation | Director (prior) | Not disclosed | Previously served on public company board |
| Yale Entrepreneurial Institute | Advisor | 2014–2017 | Advisor to Yale’s start-up incubator |
Board Governance
| Committee | Role | Meetings in FY2025 | Independence |
|---|---|---|---|
| Audit Committee | Member | 4 | Board determined MacDonald independent |
| Nominating & Corporate Governance Committee | Member | 4 | Committee confirms MacDonald independent |
| Board of Directors | Director | 7 (board meetings) | All directors attended ≥75% of board/committee meetings |
- The board schedules executive sessions of independent directors without management present .
- Audit Committee membership includes Brenda I. Morris (Chair), Eddie Burt, Anne MacDonald, and Brad Weston; all members meet NYSE financial literacy; Morris is the audit committee financial expert .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $95,000 | Outside Director cash retainer increased from $75,000 to $95,000 effective FY2025 |
| Committee Chair Fees | Not applicable | MacDonald is not a committee chair; chair fees are $25,000 (Audit), $20,000 (Comp), $20,000 (Nominating) |
| Non‑Executive Chairman Retainer | Not applicable | $150,000 (policy level); not applicable to MacDonald |
| Meeting Fees | Not disclosed | Outside Directors reimbursed for reasonable meeting-related expenses |
- FY2025 Director Compensation (reported): Fees Earned $95,000; Stock Awards $144,974; Options $0; Other $0; Total $239,974 .
Performance Compensation
| Grant Type | Grant Date | Units | Grant Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| RSUs (Outside Director annual grant) | May 16, 2024 | 1,298 | $144,974 | Time-based; vest on first anniversary of grant date | Directors may elect to defer receipt of shares |
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| EPS/Revenue/EBITDA targets | No | Outside Director equity consists solely of time-based RSUs; no performance metrics disclosed |
| TSR percentile | No | Not disclosed for Outside Directors |
| ESG goals | No | Not disclosed for Outside Directors |
| Outstanding Director Equity (as of Mar 29, 2025) | Units Not Vested | Market Value |
|---|---|---|
| Anne MacDonald RSUs (granted 5/16/2024) | 1,298 | $135,213 (at $104.17 close on 3/28/2025) |
Other Directorships & Interlocks
| Company | Relationship to BOOT | Potential Interlock/Conflict |
|---|---|---|
| Hiscox Inc. | Prior public board (MacDonald) | No BOOT relationship disclosed |
| Catalina Marketing Corporation | Prior public board (MacDonald) | No BOOT relationship disclosed |
| Rentrak Corporation | Prior public board (MacDonald) | No BOOT relationship disclosed |
- Related party transactions are reviewed under a formal policy by the Audit Committee; the proxy outlines approval processes but does not disclose any specific related-party transactions involving MacDonald .
Expertise & Qualifications
- 30+ years in marketing, brand building, and product launches; prior Fortune 100 CMO experience at Citigroup, Macy’s Inc., and Travelers .
- Academic credentials: B.A. (Boston College); MSc (University of Bath) .
- Board skills aligned with oversight of governance, brand strategy, and customer engagement; qualified independent director per NYSE rules .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership | 10,042 shares | Less than 1% of outstanding shares |
| Directly Owned | 1,298 shares | Held directly |
| Deferred Vested Shares | 8,744 shares | Receipt deferred until six months after ceasing to be a director |
| Unvested RSUs (as of Mar 29, 2025) | 1,298 units | Annual Outside Director grant; vest one year from grant |
| Pledging/Hedging Policy | Prohibited | Insider Trading Policy prohibits pledging, hedging, short sales, and speculative trading |
| Director Ownership Guideline | 5x annual cash retainer | Applies to directors; expected to meet within five years of adoption/appointment |
| Compliance Status (Directors overall) | Expected within compliance periods | As of Mar 29, 2025, directors expected to be in compliance within applicable periods |
Governance Assessment
- Strengths:
- Independence and multi-committee service (Audit; Nominating & Corporate Governance), with solid attendance (≥75%) and regular executive sessions of independent directors—supports oversight quality .
- Outside Director compensation mix emphasizes equity (time-based RSUs) alongside cash retainer; stock ownership guidelines at 5x retainer and a strict anti-pledging/hedging policy bolster alignment .
- Beneficial ownership includes a meaningful deferred vested share balance (8,744 deferred shares), indicating long-term orientation even beyond board service .
- Watch‑items:
- Director equity awards are purely time-based (no performance conditions), consistent with market practice but offering limited direct pay-for-performance linkage at the director level .
- No specific related-party transactions disclosed for MacDonald; continue monitoring under Item 404 and Audit Committee policy for any emerging interlocks or transactions .
- Compensation governance:
- FY2025 Outside Director policy increases (cash retainer to $95k; equity grant value to $145k) were benchmarked and recommended by Korn Ferry; committee chair fees explicitly set—transparent and competitive structure supports recruiting and retention .
- Board context:
- Audit Committee has an identified financial expert and all members are financially literate; governance and nominating oversight explicitly includes ESG, conflicts review, succession planning, and self-evaluations, reinforcing board effectiveness .