Brenda Morris
Boot Barn HoldingsAbout Brenda I. Morris
Independent director since 2014 (age 60), serving as Audit Committee Chair and designated “audit committee financial expert.” She brings 35+ years in finance, accounting, and operations across consumer, retail, and wholesale; currently a Partner at CSuite Financial Partners. Education: B.A. (Accounting) Pacific Lutheran University; MBA (Seattle University). Professional credentials: CPA (inactive), CMA, CGMA; NACD Directorship Certification and NACD Cyber-Risk Oversight Certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apex Parks Group | Chief Financial Officer | 2016–2019 | Led finance for amusement parks; operational controls |
| Hot Topic, Inc. | SVP, Finance | 2015–2016 | Specialty retail finance leadership |
| 5.11 Inc. | Chief Financial Officer | 2013–2015 | Tactical gear/apparel CFO |
| Love Culture | Chief Financial Officer | 2011–2013 | Fashion retail CFO |
| Icicle Seafoods, Inc. | Chief Financial Officer | 2009–2011 | Food processing CFO |
| iFloor.com | COO & CFO | 2007–2009 | E‑commerce operations/finance |
| Zumiez Inc. | Chief Financial Officer | 2003–2007 | Public retail CFO |
| K2 Corporation | Director of Finance; VP/CFO | 1999–2003 | Consumer products finance executive |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xponential Fitness (NYSE: XPOF) | Interim CEO; Director | 2019–May 2025 | Transitioned off board May 2025 |
| iHerb Holdings, LLC | Director | Since 2021 | Health/wellness retail |
| Duluth Holdings (Nasdaq: DLTH) | Director | 2015–2022 | Public apparel/workwear retailer |
| Pacific Lutheran University | Board of Regents | 2011–2020 | Governance oversight |
| NACD Pacific Southwest Chapter | Board member | N/A | Director education/governance community |
Board Governance
- Committees: Audit (Chair); she is independent under NYSE standards and designated “audit committee financial expert.” Audit Committee members: Morris (Chair), Burt, MacDonald, Weston; 4 meetings in FY2025 .
- Compensation Committee met 5 times in FY2025; Nominating & Corporate Governance Committee met 4 times in FY2025 (Morris is not listed as a member) .
- Board participation: In FY2024, the board held four meetings; each director attended 75%+ of board and committee meetings; independent directors meet in regular executive sessions .
- Independence: The board determined Morris and other non-management directors are independent; CEO Hazen and Executive Chairman Starrett are not independent .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $95,000 | Increased from $75,000 effective FY2025 |
| Audit Committee Chair Retainer | $25,000 | Increased from $20,000 effective FY2025 |
| Total Cash Fees – Brenda Morris | $120,000 | As disclosed in Director Compensation Table |
| Meeting Fees | $0 | No per-meeting fees disclosed |
Korn Ferry review prompted increases to director and chair retainers effective FY2025 .
Performance Compensation
| Award Detail (FY2025) | Value/Quantity | Terms |
|---|---|---|
| Annual Outside Director Equity Award (RSUs) | $145,000 intended value | Time-based vesting; one-year cliff; granted under 2020 Equity Incentive Plan |
| Brenda Morris – Stock Awards (grant-date fair value) | $144,974 | ASC 718 valuation; part of FY2025 director comp |
| Brenda Morris – RSUs Granted | 1,298 units | Calculated at $111.69 closing price on May 16, 2024 grant date |
| Vesting | Fully vests one year post-grant | RSUs vested after completion of FY2025, on May 16, 2025 |
| Options/PSUs | None disclosed | Director equity consists solely of RSUs |
Directors may elect to defer settlement of vested RSUs; awards are paid in common shares upon vesting unless deferred .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Floor & Decor interactions | Company recorded de minimis capital expenditures with Floor & Decor (<$0.1m FY2025 and FY2024; $0.1m FY2023); certain Boot Barn directors served at Floor & Decor during these years (interlock at board level, not specifically attributed to Morris) . |
| Related-person oversight | Audit Committee administers related-person transactions policy; considers independence impacts for non-employee directors; transactions must be on arm’s-length terms . |
Expertise & Qualifications
- Audit committee financial expert with requisite NYSE financial sophistication .
- CPA (inactive), CMA, CGMA; NACD Directorship Certification and Cyber-Risk Oversight Certification .
- Extensive finance and operations leadership across multi-sector retail and consumer products .
Equity Ownership
| Item | Quantity/Value | Notes |
|---|---|---|
| Shares Beneficially Owned (Brenda Morris) | 8,464 | <1% of outstanding shares |
| Directly Owned | 5,844 shares | As disclosed |
| Vested Shares Deferred | 2,620 shares | Settlement deferred until six months after she ceases to be a director |
| Unvested RSUs at FY2025 year-end | 1,298 units | Market value $135,213 at $104.17 close on Mar 28, 2025; vested May 16, 2025 |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging/pledging for directors |
| Ownership Guidelines | 5x annual cash retainer | Expected compliance within five years of adoption/appointment; all directors expected to be in compliance within applicable periods as of Mar 29, 2025 |
Governance Assessment
- Board effectiveness: Morris’s chairmanship of the Audit Committee and designation as an “audit committee financial expert” signal strong oversight of financial reporting, risk, and controls; the Audit Committee met four times in FY2025, consistent with active oversight cadence .
- Independence and engagement: Confirmed independent; committee meeting frequency and FY2024 board attendance (≥75% for each director) support engagement; regular executive sessions reinforce independent oversight .
- Compensation alignment: FY2025 mix shows meaningful equity component (RSUs) and increased retainers following a market review; RSUs are time-based (no PSUs/options), with deferral elections available—alignment supported by 5x retainer ownership guideline and anti-hedging/pledging policy .
- Conflicts/related-party exposure: No Morris-specific related-party transactions disclosed; company-level related-party transactions are governed by a robust policy with Audit Committee approval and independence checks; small Floor & Decor capex with director interlocks at board level appears immaterial .
RED FLAGS
- None disclosed specific to Morris (no pledging/hedging; no related-party transactions; no option repricing). Board-level interlock with Floor & Decor noted but amounts are immaterial and overseen by policy .
Overall signal: High governance quality and investor confidence supported by audit chair role, financial expertise, independence, and ownership-alignment policies .