James Watkins
Boot Barn HoldingsAbout James Watkins
James M. Watkins is Chief Financial Officer and Secretary of Boot Barn, serving in this role since 2021 and with the company since 2014. He previously was Vice President, Corporate Controller and Principal Accounting Officer at Mindspeed Technologies and spent 12 years as an auditor at Ernst & Young; he is a Certified Public Accountant (California) and holds a BS in Accounting from Brigham Young University . As of July 1, 2024, he was age 49 . Company performance context during his tenure includes fiscal 2025 total shareholder return of 779.13 versus a peer group TSR of 193.94, net income of $180.9 million, and consolidated EBIT of $239.4 million, alongside prior-year benchmarks in fiscal 2024 and fiscal 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boot Barn | Chief Financial Officer & Secretary | 2021–present | Finance leadership; capital markets; compensation plan design inputs for NEOs . |
| Boot Barn | Senior Vice President, Finance & Investor Relations | Since 2014 (prior to CFO) | Built finance/IR capabilities; continuity of financial reporting and investor communications . |
| Mindspeed Technologies | VP, Corporate Controller & Principal Accounting Officer | Not disclosed | Public company controllership; SEC reporting rigor . |
| Ernst & Young | Auditor | 12 years | Audit, controls, accounting quality foundation . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $424,522 | $509,615 | $584,808 |
| Base Salary (as-of period-end) | — | $525,000 (as of 3/30/2024) | $625,000 (as of 3/29/2025) |
| Percent Change vs prior year (period-end base) | — | — | +19% (575k→625k on 11/22/2024) |
| Cash Bonus | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Target Bonus % of Salary | — | — | 75% (increased in early FY25) |
| Actual Annual Cash Incentive ($) | $145,058 | $302,027 | $877,212 |
| Stock Awards (Grant Date Fair Value) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| RSUs + PSUs ($) | $700,028 | $999,984 | $1,250,216 |
| Other Compensation | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| 401(k) match & health benefits ($) | $29,036 | $30,372 | $32,720 (401k: $14,000; health benefits: $18,720) |
Performance Compensation
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| FY 2025 Annual Cash Incentive | Consolidated EBIT | 100% | $200.7m EBIT company target; Watkins target bonus $438,606 (75% of salary) | $239.4m actual EBIT (119% of target) | 200% of target (paid $877,212) | Cash paid post fiscal year . |
| FY 2025 PSU Grant (5/16/2024) | Cumulative EPS (3/31/2024–3/27/2027) | N/A | Target 4,925 shares; threshold 2,463; max 9,850; GDFV $550,073 | Performance targets confidential | Earned shares depend on EPS vs target | Vests after 3-year period; retirement/death/disability provisions apply . |
| FY 2025 RSU Grant (5/16/2024) | Time-based | N/A | 4,925 shares; GDFV $550,073 | N/A | N/A | Vests in equal annual installments over 3 years . |
| CEO Transition RSU (11/22/2024) | Time-based | N/A | 1,095 shares; GDFV $150,070 | N/A | N/A | Standard RSU vesting per plan . |
Performance calibration for FY25 bonus: threshold $170.6m (85% payout), target $200.7m (100% payout), max $230.8m (200% payout) .
Equity Ownership & Alignment
| Ownership Snapshot | Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|---|
| Beneficial Ownership | July 1, 2025 | 15,926 | <1% | Direct ownership; options not counted unless exercisable within 60 days . |
| Beneficial Ownership | July 1, 2024 | 20,503 | <1% | 16,902 direct; 2,099 options currently exercisable; 1,502 options exercisable within 60 days . |
- Stock ownership guidelines: Other NEOs must hold 2x base salary; compliance expected within five years of adoption/promotion; all NEOs expected to be in compliance within applicable periods as of 3/29/2025 .
- Anti-pledging and anti-hedging: Company policy prohibits pledging, hypothecation, margin accounts, short sales, options, and speculative trading by Covered Persons .
- Clawback: Mandatory recoupment of erroneously awarded incentive-based compensation in event of an accounting restatement; no recoupments disclosed for fiscal 2024 .
Employment Terms
- Agreement: Employment agreement dated October 26, 2021, effective November 1, 2021; initial one-year term auto-renews annually unless notice of non-renewal or termination .
- Base salary under agreement: $625,000 as of March 29, 2025; previously $525,000 as of March 30, 2024 .
- Severance (without Cause, for Good Reason, or company non-renewal): 12 months base salary plus prorated bonus (subject to release) .
- Good Reason (examples): material diminution in base salary; material and continuing diminution in authority/responsibilities; relocation >35 miles from current location and further from residence; reporting changes specified in 2024 proxy .
- Change-in-control: Double-trigger; no IRC 280G excise tax gross-up; payout based on actual performance through transaction date; equity vesting per assumption/not assumed rules .
| Termination Economics | Scenario (as of FY2025) | Salary | Bonus | Health Benefits | RSUs | PSUs | Options | Total |
|---|---|---|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | Without Cause / Good Reason | $625,000 | $877,212 | — | — | — | — | $1,502,212 |
| Qualifying Termination with CIC | Double-trigger | $625,000 | $877,212 | — | $1,278,999 | $2,955,928 | — | $5,737,139 |
Retirement eligibility: After earlier of age 60 with 10 years service or age 65; continued vesting for FY2020–FY2025 equity awards subject to post-termination obligations; PSUs vest based on actual performance over full period .
Compensation Structure Analysis
- Variable pay emphasis: In FY2025, the company reports that, on average, 74% of non-PEO NEO target direct compensation was variable (performance or stock price linked) .
- Bonus design: Single financial metric for CFO (Consolidated EBIT) with 0–200% payout curve; FY2025 payout hit 200% on stronger-than-target EBIT .
- LTI mix shift: FY2025 awards comprised RSUs and PSUs under the 2020 Plan; options not currently granted to NEOs (company policy) .
- Governance safeguards: Double-trigger CIC; clawback in place; anti-pledging/hedging; no 280G gross-ups .
Say-on-Pay & Shareholder Feedback
| Item | Result/Disclosure |
|---|---|
| Say-on-Pay (FY2024) | 98% approval; no material changes made due to vote . |
| Compensation Consultant & Risk Review | Korn Ferry supported risk assessment; programs deemed not to create material adverse risk; continued monitoring . |
Investment Implications
- Strong pay-for-performance linkage: CFO bonus tied solely to Consolidated EBIT; FY2025 payout maxed at 200% on EBIT outperformance ($239.4m vs $200.7m target), signaling high sensitivity of cash comp to operating performance .
- Retention protections but limited golden parachutes: Double-trigger CIC with no tax gross-ups; severance equal to one year’s base plus prorated bonus, which is conservative versus market multiples—suggests moderate retention risk mitigated by multi-year PSU/RSU vesting .
- Alignment and trading signals: Ownership guidelines at 2x salary and anti-pledging/hedging reduce misalignment risk; observe PSU performance window (FY2025–FY2027) and RSU vest dates for potential Form 4 selling pressure near vesting/payouts; beneficial ownership decreased from 20,503 (2024) to 15,926 (2025), but drivers are not disclosed in proxy .
- Governance and shareholder support: 98% say-on-pay approval and clear clawback policy support confidence in the compensation framework and risk controls .
Net: Watkins’ incentives are tightly linked to EBIT and multi-year EPS (PSUs), with conservative severance terms and strict anti-pledging policies. Monitor vesting schedules and annual bonus targets for potential trading windows and alignment durability.