John Hazen
Boot Barn HoldingsAbout John Hazen
John Hazen, age 49, was appointed Chief Executive Officer effective May 5, 2025 and joined the Board the same day; he previously served as Chief Digital Officer (2018–Nov 21, 2024) and Interim CEO (Nov 22, 2024–May 4, 2025). He holds a B.Comm. in MIS from Concordia University (Montreal) and an MBA from Loyola Marymount University (Los Angeles) . Fiscal 2025 performance under management included net sales +14.6% YoY to $1.911B, same-store sales +5.5%, net income $180.9M ($5.88 diluted EPS), and 60 new stores (459 total), with Consolidated EBIT of $239.4M . Over the multi‑year period shown in the proxy’s Pay vs Performance disclosure, cumulative TSR reached $779.13 (vs peer group $193.94) on an initial $100 basis; note this covers years preceding Hazen’s CEO tenure as well .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boot Barn | Chief Executive Officer | May 2025–present | Leadership continuity following CEO transition; focus on four strategic growth initiatives per appointment release . |
| Boot Barn | Interim CEO | Nov 22, 2024–May 4, 2025 | Oversaw CEO transition and continued expansion . |
| Boot Barn | Chief Digital Officer | 2018–Nov 21, 2024 | Led omnichannel growth; incentive metric included exclusive brand sales penetration while CDO . |
| Ring (Amazon) | SVP, Commerce & Subscriptions | 2017–2018 | Scaled direct monetization channels . |
| True Religion | SVP, Direct to Consumer | 2014–2017 | Managed brick-and-mortar and digital channels . |
| Kellwood; Nike; Fox Racing | Various leadership roles | Prior | 20+ years apparel/footwear industry experience . |
External Roles
- No other public-company directorships disclosed for Hazen; no Item 404(a) related-party transactions disclosed at appointment .
- He serves as a Boot Barn director (appointed May 2025) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 493,078 | 540,769 | 667,405 |
| All Other Compensation ($) | 28,136 | 29,460 | 31,724 (401k match $14,000; supplemental health $17,724) |
Base salary progression and current rate:
- Base salary increased to $850,000 in Nov 2024 as Interim CEO from $575,000; FY2024 base $550,000 .
- Amended & Restated Employment Agreement (A&R) effective May 5, 2025 sets CEO base salary at $900,000 going forward .
| Base Salary Snapshot | FY 2024 | FY 2025 (year-end) | Change |
|---|---|---|---|
| John Hazen | $550,000 | $850,000 | +55% |
Performance Compensation
Summary Compensation (cash bonus and equity):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 182,857 | 298,183 | 1,016,577 |
| Stock Awards ($, grant-date fair value) | 700,028 | 999,984 | 1,850,221 (incl. CEO Transition Award) |
Annual Cash Incentive (FY2025 design and payout):
- Plan metrics: primarily Consolidated EBIT; while CDO, Hazen also had consolidated exclusive brand sales penetration; bonus was prorated across CDO and Interim CEO service .
- FY2025 potential payout levels vs actual: | Item | Threshold | Target | Maximum | Actual Paid | |---|---:|---:|---:|---:| | Annual Cash Incentive ($) | 268,970 | 537,939 | 1,075,878 | 1,016,577 |
Long-Term Incentives (structure and FY2025 grants):
- LTIP consists of time-based RSUs (3-year equal annual vesting) and PSUs based on 3-year cumulative EPS (0–200% payout; FY2025 performance period Mar 31, 2024–Mar 27, 2027; specific EPS targets not disclosed) .
- Company does not currently grant new stock options .
| Grant | Date | Type | Shares/Target | Vesting/Notes |
|---|---|---|---|---|
| Annual grant | 5/16/2024 | PSUs | 4,925 target | 3-year EPS, 0–200% payout |
| Annual grant | 5/16/2024 | RSUs | 4,925 | 3 equal annual installments |
| CEO Transition Award | 11/22/2024 | RSUs | 5,473 | 2-year cliff vest on 11/22/2026 |
| FY2026 LTIP target | FY2026 cycle | 50% RSUs / 50% PSUs | $4.1M target value | Standard vesting; PSUs based on 3-year EPS |
Performance metric mapping (company disclosure):
- Annual and long-term programs tie to Consolidated EBIT, EPS, Revenue, and (for CDO/Retail execs) exclusive brand sales penetration; Mr. Starrett had no bonus eligibility .
- FY2023 PSU cycle (granted May 12, 2022) paid 0% (below threshold on cumulative EPS) .
Pay mix and governance:
- For FY2025, 77% of CEO’s target direct compensation was variable (performance-/stock-price‑linked); say‑on‑pay approval was 98% at the 2024 meeting .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Item | Value |
|---|---|
| Shares beneficially owned | 6,759 (direct) |
| % of shares outstanding | <1% (30,578,522 shares outstanding) |
| Stock ownership guideline | CEO: 5x base salary; expected to comply within 5 years |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no margin/derivatives/pledging) |
Outstanding equity at FY2025 year-end (Mar 29, 2025):
| Award | Unvested/Unearned Shares | Reference Market Value ($) |
|---|---|---|
| RSUs (granted 5/14/2021; 4-yr annual vest) | 694 | 72,294 |
| RSUs (other slots, e.g., 2022) | 1,341 | 139,692 |
| RSUs (2024 annual) | 4,925 | 513,037 |
| RSUs (CEO Transition 11/22/2024) | 5,473 | 570,122 |
| PSUs (prior cycle, unearned) | 18,526 | 1,929,853 |
| PSUs (2024 annual target) | 9,850 | 1,026,075 |
| Options | None outstanding for Hazen |
Notes:
- RSUs vest in 3 equal annual installments unless specified; CEO Transition RSUs vest 2-year cliff on 11/22/2026; PSUs vest based on 3-year cumulative EPS (0–200%) .
- No director/NEO pledging permitted; anti-hedging and anti-pledging policies in place; clawback policy compliant with SEC/NYSE rules; no clawbacks in FY2024 .
Employment Terms
| Term | Key Economics |
|---|---|
| A&R Employment Agreement | Effective May 5, 2025; CEO of Boot Barn, Inc. and BOOT |
| Base salary | $900,000 |
| Target annual bonus | 100% of base salary |
| FY2026 LTIP target | $4.1M (50% RSUs / 50% PSUs) |
| Severance (no CIC) | 12 months base + target bonus + accrued bonus (if FY complete pre-pay) + up to 12 months COBRA subsidy; release required |
| Severance (double-trigger CIC) | 24 months base + maximum bonus + accrued bonus + COBRA subsidy + accelerated vesting (performance awards at ≥ target); within 3 months before or 12 months after CIC; best‑net 280G cutback |
| Good Reason (summary) | Material base pay cut; material/continuing diminution of authority; relocation >35 miles; notice/cure required |
| Restrictive covenants | Ongoing non‑disparagement and confidentiality obligations |
Change-in-control sensitivity (FY2025 table basis; does not reflect updated A&R terms):
| Scenario (assumed 3/29/2025) | Salary | Bonus | RSUs | PSUs | Total |
|---|---|---|---|---|---|
| Qualifying termination in connection with CIC | $637,500 | $1,016,577 | $1,724,013 | $2,955,928 | $6,334,018 |
Qualifying termination without CIC (FY2025 basis): $637,500 salary continuation (no equity acceleration) .
Board Governance
- Role and independence: Hazen is CEO and a director (appointed May 2025); as CEO he is not considered independent under NYSE rules. Peter Starrett serves as Executive Chairman through Dec 31, 2025 (then expected to revert to non‑executive Chair) .
- Committees: Audit (Morris—chair, Burt, MacDonald, Weston), Compensation (Bruzzo—chair, Laube), Nominating/Corporate Governance (Laube—chair, MacDonald); all committee members are independent .
- Meetings/attendance: Board held 7 meetings in FY2025; each director attended ≥75%; regular executive sessions of independent directors are scheduled .
- Director compensation (for context): Outside Director annual cash retainer $95,000; equity grant $145,000 in RSUs; committee chair premiums; Executive Chairman compensated separately through 12/31/2025 .
- Say-on-pay: 98% approval in 2024; board recommends annual say‑on‑pay frequency .
Additional Disclosures Relevant to Alignment and Risk
- Anti-hedging/pledging; clawback; ownership guidelines (CEO 5x salary; directors 5x retainer) with 5-year compliance window; all NEOs/directors expected to comply within periods .
- No option repricing; no excise tax gross‑ups; no single‑trigger change-in-control cash or equity acceleration .
- Peer group for benchmarking includes A&F, Five Below, Floor & Decor, Crocs, Urban Outfitters, etc.; Korn Ferry serves as independent comp consultant (no conflicts) .
- No related‑party transactions for Hazen at appointment; no family relationships; no Item 404(a) transactions disclosed .
- Deferred Compensation Plan exists; Hazen not shown as participant in FY2025; only Starrett and Love participated .
Investment Implications
- Pay-for-performance alignment: 77% of Hazen’s FY2025 target direct comp is variable, with LTIP split between RSUs (retention) and PSUs tied to 3‑year EPS; FY2023 PSUs paid 0%, evidencing downside accountability when targets are not met .
- Retention vs selling pressure: Material unvested RSUs/PSUs (e.g., 5,473 CEO Transition RSUs cliff‑vesting on 11/22/2026 and 2024 annual RSUs/PSUs) create retention hooks through 2026–2027; vesting events can be catalysts for potential insider liquidity but pledging/hedging is prohibited .
- Governance guardrails: Double‑trigger CIC with best‑net 280G cutback, clawback, prohibition on pledging/hedging, and robust stock ownership guidelines reduce misalignment and downside governance risk .
- Execution record and risk: FY2025 operations delivered strong growth (sales, SSS, EPS), but PSU outcomes remain tied to multi‑year EPS, embedding execution risk across the FY2026–FY2027 horizon .