Brad Weston
Boot Barn HoldingsAbout Brad Weston
Independent director of Boot Barn since 2018; age 60; currently serves on the Audit Committee. Weston is a career retail operator/executive: CEO and director of At Home Group Inc. since June 2024 (At Home filed for Chapter 11 on June 16, 2025), former CEO and director of Party City from 2020–Nov 2023 (Party City filed Chapter 11 on Jan 17, 2023; emerged Oct 2023; and refiled Chapter 11 on Dec 21, 2024 to wind down), and earlier CEO of Petco (2016–2018) after serving as EVP/Chief Merchandising Officer (2011–2016). He holds a BA in Business Administration (finance/marketing) from UC Berkeley and is considered an independent director under NYSE standards. Committee expertise: Audit (financial literacy).
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Party City | CEO and Director | 2020–Nov 2023; joined 2019 (President; CEO Party City Retail Group) | Company entered Chapter 11 on Jan 17, 2023; emerged Oct 2023; refiled Chapter 11 Dec 21, 2024 for orderly wind-down |
| Petco | EVP & Chief Merchandising Officer; later CEO | EVP/CMO 2011–2016; CEO 2016–2018 | Oversaw merchandising, operations, planning/inventory, sourcing, private brand, store design, marketing, e-commerce |
| Dick’s Sporting Goods/Golf Galaxy/dicksportinggoods.com | SVP & Chief Merchandising Officer | Prior to 2011 (dates not specified) | Merchandising leadership across banners |
| May Merchandising Company | SVP, General Merchandise Manager | Prior role | General merchandising leadership |
| Robinsons-May | Executive trainee; later SVP, GMM | Early career | Retail merchant progression |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| At Home Group Inc. | Chief Executive Officer and Director | June 2024–present | Filed voluntary Chapter 11 on June 16, 2025 (D. Del.) |
| Vera Bradley, Inc. (Nasdaq: VRA) | Director | Jan 2024–July 2024 | Brief public board service |
| National Retail Federation | Director | 2017–2018 | Trade association board |
Board Governance
- Board independence: Board determined Weston is independent under NYSE standards.
- Committee assignments: Audit Committee member (not chair).
- Meeting cadence and attendance: Board met 7 times in fiscal 2025; each director attended at least 75% of board and applicable committee meetings; independent directors hold regular executive sessions.
- Committee activity: Audit Committee met 4 times in fiscal 2025; all members financially literate; audit chair designated as financial expert (Brenda Morris).
- Other committees: Compensation Committee (Bruzzo—Chair; Laube) met 5 times; Nominating & Corporate Governance (Laube—Chair; MacDonald) met 4 times.
- Stock ownership and conduct policies: Director stock ownership guideline = 5x annual cash retainer; all directors expected to be in compliance within their required windows as of March 29, 2025; clawback policy aligned with SEC/NYSE; anti-hedging and anti-pledging policies apply to directors.
Fixed Compensation
| Component (FY2025) | Amount/Terms | Source |
|---|---|---|
| Annual director cash retainer | $95,000; paid quarterly (policy increased from $75,000 for FY2025) | |
| Committee chair retainers (policy reference) | Audit Chair $25,000; Comp Chair $20,000; N&CG Chair $20,000 (effective FY2025); not applicable to Weston | |
| Fees earned (Weston, FY2025) | $95,000 |
Performance Compensation
| Equity Element | Grant Date | Units/Value | Vesting/Settlement | Notes |
|---|---|---|---|---|
| Annual Outside Director RSU award (policy) | Annual | Intended value $145,000 in FY2025; time-based RSUs | Vest 1 year from grant; settlement upon vesting; directors may elect to defer receipt | |
| RSU award (Weston, FY2025) | 5/16/2024 | 1,298 RSUs; grant-date fair value $144,974 | Vests on 1-year anniversary (post FY2025) | |
| Unvested RSUs at FY-end | As of 3/29/2025 | 1,298 units; market value $135,213 (at $104.17 close on 3/28/2025) | Vested in May 2025 (one-year anniversary) |
Directors do not receive option awards; equity is delivered as time-based RSUs only.
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| At Home Group Inc. (private) | Home decor retail | CEO & Director (since Jun 2024) | Retail sector overlap; At Home filed Chapter 11 on Jun 16, 2025 |
| Vera Bradley, Inc. (VRA) | Accessories/apparel | Director (Jan–Jul 2024) | No disclosed related-party ties to Boot Barn |
| National Retail Federation | Trade association | Director (2017–2018) | Industry network role |
Expertise & Qualifications
- Retail CEO/operating executive with deep merchandising, private brand, and omni/e-commerce experience across Petco, Party City, Dick’s/Golf Galaxy.
- Financial literacy for Audit Committee service (committee requires financial literacy).
- Education: BA, Business Administration (finance/marketing), University of California, Berkeley.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Brad Weston) | 14,606 shares; less than 1% of outstanding shares (all direct). |
| Unvested RSUs at FY-end (3/29/2025) | 1,298 RSUs; market value $135,213 at $104.17 (3/28/2025 close). |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors. |
| Ownership guideline | Directors: 5x annual cash retainer; all directors expected to be in compliance within required timelines as of 3/29/2025. |
Governance Assessment
- Independence and engagement: Independent director since 2018; Audit Committee member; Board and committee attendance at least 75% in FY2025; Audit Committee met 4 times (robust financial oversight cadence).
- Pay structure and alignment: Majority of Weston’s FY2025 director compensation is equity-based via one-year RSUs ($144,974 RSUs vs. $95,000 cash), supporting alignment; director equity awards increased to market-competitive $145,000 intended value in FY2025 per Korn Ferry review.
- Ownership discipline and risk controls: 5x retainer ownership guideline with expected compliance, formal clawback, and strict anti-hedging/anti-pledging—policies that reduce agency and liquidity-risk concerns.
- Potential red flags (optics/time commitment): Concurrent CEO role at At Home during Chapter 11 (filed June 16, 2025) and prior CEO tenure at Party City spanning its Chapter 11 and subsequent wind-down proceedings; these facts may heighten investor sensitivity to bandwidth and turnaround track record, despite being unrelated to Boot Barn’s operations.
No related-party transactions, loans, or tax gross-ups are disclosed for directors; the Code of Conduct and committee charters emphasize conflict oversight and independence.
Appendix: Director Compensation Snapshot (FY2025)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | Options | All Other | Total |
|---|---|---|---|---|---|
| Brad Weston | $95,000 | $144,974 | — | — | $239,974 |
| Policy references | Annual cash retainer: $95,000; Audit Chair: $25,000; Comp Chair: $20,000; N&CG Chair: $20,000; Annual director RSU intended value: $145,000; paid quarterly; RSUs vest in 1 year; deferral available. | ||||
Appendix: Board Participation (FY2025)
| Metric | Value |
|---|---|
| Board meetings held | 7 |
| Director attendance | Each director attended ≥75% of board and committee meetings |
| Executive sessions of independents | Regularly scheduled |
| Audit Committee meetings | 4 |