Chris Bruzzo
Boot Barn HoldingsAbout Chris Bruzzo
Independent director (age 55) at Boot Barn since 2021; currently serves as Chair of the Compensation Committee and is NYSE-independent. Background spans >20 years leading marketing, brand, digital strategy at Electronic Arts (EVP & Chief Experience Officer, 2014–2023), Starbucks (SVP, 2007–2014), Amazon (VP Marketing/PR, 2003–2006), and Regence Blue Shield (Assistant VP Communications, 1998–2003). Most recently served as Interim Co-CEO, Co-President and a director at Peloton Interactive; BA in Political Science from Whitworth University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electronic Arts | EVP & Chief Experience Officer | 2014–2023 | Led global brand/digital experience initiatives |
| Starbucks | SVP, Channel Brand Management | 2007–2014 | Consumer brand development |
| Amazon | VP, Marketing & Public Relations | 2003–2006 | Digital/communications leadership |
| Regence Blue Shield | Assistant VP, Communications | 1998–2003 | Corporate communications |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Peloton Interactive (Nasdaq: PTON) | Interim Co-CEO, Co-President, Director | Most recent prior role (dates not specified) | Public company directorship/operating role |
| Mission Scholars (non-profit) | President of the Board | Current | College access non-profit |
| Latino Corporate Directors Association | Member | Current | Governance network |
Board Governance
- Independence: The Board determined Bruzzo is independent under NYSE standards .
- Committee assignments: Compensation Committee Chair; Compensation Committee composed of Bruzzo (Chair) and Lisa G. Laube; met five times in fiscal 2025; both members are independent; written charter in place .
- Board activity and attendance: Board held seven meetings in fiscal 2025; each director attended ≥75% of Board and committee meetings; independent director executive sessions are regularly scheduled .
- Governance policies: Code of Business Conduct and Ethics covers conflicts of interest; committee charters and guidelines posted; waivers only by Board/Audit Committee .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG; reviews conflicts of interest of directors/officers .
Fixed Compensation
| Component | Fiscal 2025 Amount/Structure | Source |
|---|---|---|
| Annual Director Cash Retainer | $95,000 | |
| Compensation Committee Chair Retainer | $20,000 | |
| Fees Earned in Cash (Bruzzo) | $115,000 | |
| Annual Director Equity Award Intended Value | $145,000 (RSUs) | |
| RSUs Granted | 1,298 units (value ÷ $111.69 close on 5/16/2024) | |
| RSU Grant Date | May 16, 2024 | |
| Vesting | 100% on first anniversary of grant, subject to service | |
| Equity Award Accounting Value (Bruzzo) | $144,974 (ASC 718) |
Outstanding director equity at fiscal year-end:
| Name | Grant Date | RSUs Not Vested (#) | Market Value of Unvested ($) | Notes |
|---|---|---|---|---|
| Chris Bruzzo | 5/16/2024 | 1,298 | $135,213 (at $104.17 close on 3/28/2025) | Vested after fiscal 2025 (one-year anniversary) |
Performance Compensation
| Item | Details | Source |
|---|---|---|
| Performance-linked director pay | None disclosed; director equity consists solely of time-based RSUs; no options/PSUs for directors | |
| Deferral | Directors may elect to defer receipt of vested RSU shares |
The Compensation Committee oversees clawback policy compliance and hedging/pledging prohibitions; company maintains mandatory recoupment for erroneously awarded incentive-based compensation and prohibits hedging/pledging by directors and officers .
Other Directorships & Interlocks
| Topic | Detail | Source |
|---|---|---|
| Compensation Committee Interlocks | Committee composed of Chris Bruzzo and Lisa G. Laube; neither had any contractual or other relationships with Boot Barn in fiscal 2025 except as directors | |
| Independent compensation consultant | Korn Ferry engaged (Oct 2024) for NEO/director compensation; fees $183,000; Committee annually reviews independence and found no conflicts; Korn Ferry also engaged for CEO search with $400,000 fees; no other services provided |
Expertise & Qualifications
- Domain expertise: Marketing, brand management, digital strategy, communications; experience across global consumer brands .
- Inclusive leadership: Founding executive sponsor of Somos EA (Latinx ERG) .
- Education: BA, Political Science, Whitworth University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Chris Bruzzo | 7,070 | <1% (out of 30,578,522 outstanding as of 7/1/2025) | 5,538 owned directly; 1,532 held by The Bruzzo Family Trust (dated 11/15/2011) |
Policies affecting alignment:
- Director Stock Ownership Guidelines: 5x annual cash retainer for directors; qualifying holdings include vested/unvested time-based RSUs; compliance expected within five years of adoption/promotion; as of 3/29/2025, all NEOs and directors are expected to be in compliance within applicable periods .
- Anti-hedging/pledging: Prohibited for directors/officers and immediate household family members; short sales and speculative transactions barred .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| FY2025 Say-on-Pay | 25,937,593 | 1,664,217 | 45,787 | 878,700 |
| Say-on-Frequency (One Year) | 26,970,417 | 916 (Two Years) | 641,077 (Three Years) | 35,187 |
Director election support:
| Director | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Chris Bruzzo | 27,385,977 | 261,620 | 878,700 |
Governance Assessment
-
Strengths supporting investor confidence:
- Independent director and Compensation Committee Chair with clear charter; committee met five times and oversees clawbacks, hedging/pledging, and stock ownership guidelines .
- Solid engagement metrics: Board met seven times; each director attended ≥75% of meetings; executive sessions for independent directors .
- Transparent, market-aligned director pay structure (cash retainer + time-based RSUs) and robust ownership guidelines (5x retainer) to promote alignment .
- Strong shareholder support: High vote in favor for director election and annual say-on-pay frequency; say-on-pay passed with substantial margin .
-
Potential risk indicators and monitoring points:
- Consultant dual mandate: Korn Ferry advised on compensation and separately conducted the CEO search; the Committee reviewed independence and reported no conflicts, but investors often monitor dual engagements for potential perception risks .
- External commitments: Recent Peloton leadership/director role suggests significant time demands; no related-party transactions or interlocks at Boot Barn in fiscal 2025 beyond director service, per disclosure .
No related-party transactions involving Bruzzo disclosed; company prohibits pledging/hedging, reducing alignment risk; no director meeting fee program (comp is retainer-based) and no option awards to directors, limiting pay complexity .
Appendix: Committee Overview (context)
- Compensation Committee: Chair Chris Bruzzo; independent membership; 5 meetings in fiscal 2025; retains and supervises independent consultants; oversees risk in compensation, clawbacks, hedging/pledging, stock ownership guidelines .
- Audit Committee: Independent membership; 4 meetings in fiscal 2025; financial literacy and “audit committee financial expert” designation; standard audit oversight .
- Nominating & Corporate Governance Committee: Oversees governance guidelines, ESG, committee charters, conflicts review; independent membership .