Eddie Burt - Director | Boot Barn Holdings (BOOT) Executive Profile & Compensation

About Eddie Burt

Eddie Burt is an independent director of Boot Barn Holdings, Inc. (BOOT), age 59, serving since 2021; he sits on the Audit Committee. He is currently Chief Supply Chain Officer at Love’s Travel Stops & Country Stores and has 30+ years of retail experience across supply chain and real estate operations; he holds a bachelor’s degree in business administration from Morehouse College. Independence under NYSE standards is affirmed by the board.

Past Roles

Organization	Role	Tenure	Committees/Impact
Big Lots, Inc. (NYSE: BIG)	EVP, Chief Supply Chain Officer	2019–2023	Led supply chain transformation
GNC	EVP, Merchandising & Supply Chain	2017–2018	Merchandising and supply chain leadership
PetSmart, Inc.	VP Distribution → SVP Supply Chain → SVP Real Estate & Development	2007–2015	Built distribution, later expanded to real estate/development
The Home Depot, Inc.	Director, Domestic Distribution	2004–2007	Distribution oversight
Mervyn’s Department Store	Various distribution roles; 2-year asset protection assignment	1989–2004	Distribution operations; asset protection rotation

External Roles

Organization	Role	Tenure	Notes
Love’s Travel Stops & Country Stores	Chief Supply Chain Officer	Current	Private company; operating executive role

Board Governance

Committee membership: Audit Committee member; Audit chaired by Brenda I. Morris; other audit members are Anne MacDonald and Brad Weston.
Independence: Board determined Burt (and other non-management directors) are independent under NYSE standards.
Attendance and engagement: Board met 7 times in FY2025; each director attended at least 75% of board and committee meetings; independent directors hold regular executive sessions.
Audit Committee activity: Audit met 4 times in FY2025; committee members are independent and financially literate; Morris designated “audit committee financial expert.”
Nominating status: Burt nominated for re‑election at the Aug 27, 2025 annual meeting.

Committee	Role	Chair	FY2025 Meetings
Audit	Member	Brenda I. Morris	4
Compensation	— (not a member)	Chris Bruzzo	5
Nominating & Corporate Governance	— (not a member)	Lisa G. Laube	4

Fixed Compensation

Fiscal Year	Cash Retainer ($)	Committee Chair Fees ($)	Meeting Fees ($)	Notes
2025	95,000	0 (not a chair)	0 (no meeting fees)	Cash paid quarterly; policy updated for FY2025 per Korn Ferry review

FY2025 director compensation mix for Burt: Fees earned $95,000 and stock awards $144,974; total $239,974. Equity was ~60% of total (144,974 ÷ 239,974).

Performance Compensation

Grant Date	Award Type	Shares/Units	Grant-Date Fair Value ($)	Vesting	Market Value at 3/29/2025 ($)
May 16, 2024	RSUs	1,298	144,974	Time-based; vest fully on 1-year anniversary (May 16, 2025), subject to service	135,213 (based on $104.17 close on 3/28/2025)

Director equity awards consist solely of time-based RSUs; no options or performance-linked director awards are used by BOOT for Outside Directors.
Performance metrics tied to director compensation: None disclosed for directors; RSUs are time-based only.

Other Directorships & Interlocks

Company	Role	Status	Notes
—	—	—	No public company directorships disclosed for Burt.

Related-party/interlock context: BOOT had de minimis capital expenditures with Floor & Decor (<$0.1m per year FY2023–FY2025) during years when certain directors served at Floor & Decor; no indication of Burt involvement.
Transactions policy: Related-party transactions must be reviewed/approved by the Audit Committee; definitions and process specified.

Expertise & Qualifications

30+ years in retail supply chain and real estate operations; executive roles at Big Lots, GNC, PetSmart, Home Depot, and Mervyn’s.
Education: Bachelor’s in business administration, Morehouse College.
Governance-relevant skills: Supply chain risk oversight, distribution network operations, and real estate development experience aligned with BOOT’s store expansion and inventory logistics.

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Ownership Notes
Eddie Burt	4,538	<1%	Direct ownership only

Item	Status/Detail
Unvested RSUs at FY2025 year‑end	1,298 units (vested May 16, 2025)
Pledging/Hedging	Prohibited under BOOT Insider Trading Policy (for directors); prohibits pledging, short sales, options, margin trading.
Ownership Guidelines	Directors: 5× annual cash retainer; qualifying holdings include vested/unvested time-based RS/RSUs; compliance expected within 5 years of adoption/appointment.
Compliance Status	As of Mar 29, 2025, all directors expected to be in compliance within applicable periods.

Governance Assessment

Committee effectiveness: Burt serves on a fully independent, active Audit Committee (4 meetings) with strong financial oversight; structure aligns with best practices and includes an “financial expert” chair. This supports investor confidence in financial reporting oversight.
Independence & engagement: Independence confirmed; attendance threshold met (≥75% of meetings) and board holds regular executive sessions, indicating engagement and robust oversight culture.
Pay alignment: FY2025 director pay emphasizes equity (~60%), with increased retainer and RSU value per market benchmarking by Korn Ferry; RSUs are time-based (no performance dilution or discretionary bonuses).
Ownership alignment: Direct ownership plus annual RSUs, with strict anti-hedging/pledging and 5× retainer ownership guideline; no pledges disclosed.
Conflicts/related-party exposure: Proxy discloses related-party items unrelated to Burt (e.g., Floor & Decor and CMO spouse transactions); Audit Committee policy governs approvals; no Burt-specific related-party transactions disclosed.

RED FLAGS

None disclosed specific to Burt: no attendance shortfalls, no related-party transactions, no hedging/pledging, no option repricing; continued monitoring warranted given full-time external operating role (time commitment).

Fixed Compensation (Detail Table)

Fiscal Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Options ($)	All Other ($)	Total ($)
2025	95,000	144,974	—	—	239,974

Policy updates effective FY2025: director cash retainer increased to $95,000; chair retainers increased (non-exec chair $150,000; Audit $25,000; Compensation $20,000; Nominating $20,000); annual director equity award increased to $145,000 intended value; RSUs vest after one year.

Performance Compensation (Metric Table)

Metric	Structure	Target/Threshold	Measurement Window	Applies to Directors
Annual Director Equity	Time-based RSUs	$145,000 intended value (FY2025)	1-year vest; grant May 16, 2024	Yes (no performance metrics)
Options/PSUs	Not granted to directors	—	—	No

Other Directorships & Interlocks

Director	Current Public Boards	Prior Public Boards	Potential Interlocks
Eddie Burt	None disclosed	None disclosed	None disclosed; company disclosed limited transactions with Floor & Decor involving other directors, not Burt.

Governance Policies and Safeguards

Related-person transactions policy with Audit Committee review, disclosure, and compliance checks; indemnification agreements in place for directors/officers.
Code of Business Conduct & Ethics and committee charters posted; waivers only via board or Audit Committee.

Summary Implications for Investors

Burt’s supply chain and real estate expertise aligns with BOOT’s operational and expansion priorities, enhancing board oversight in logistics and inventory disciplines.
Strong independence, Audit Committee engagement, and attendance metrics support governance quality and financial oversight credibility.
Compensation structure with meaningful equity and strict ownership/anti-pledging policies enhances alignment; no Burt-specific conflicts disclosed.