Laurie Grijalva

About Laurie Grijalva

Chief Merchandising Officer at Boot Barn since July 2014; joined the company in 1993 after merchandising roles at LeRoy Knitted Sportswear and Grunwald Marx Apparel. Education: B.A. in Communications (Cal State Fullerton) and M.B.A. (Argyros School, Chapman University) . Age was 62 as of July 2, 2020 (company disclosure at that time) . Under her tenure on the leadership team, Boot Barn reported in FY2025: net sales +14.6% to $1.911B, same-store sales +5.5%, net income $180.9M ($5.88 diluted EPS), and 60 new stores (459 total) ; in FY2024: net sales +0.6% to $1.667B, -6.2% same-store sales, net income $147.0M ($4.80 diluted EPS), and 55 new stores (400 total) . The company discloses TSR comparisons and uses Consolidated EBIT as its “company-selected measure” in pay-versus-performance (CAP) analysis .

Past Roles

External Roles

• No public company directorships or external board roles disclosed for Ms. Grijalva in company proxy materials .

Fixed Compensation

Notes:

• FY2023 target bonus structure for Ms. Grijalva totaled 60% of salary across company and role-specific metrics; FY2024 plan “substantially the same” with a cap on secondary measures if Consolidated EBIT is below threshold .

Performance Compensation

Annual Cash Incentive – FY2023 Detail (Ms. Grijalva)

• Plan design: Company-wide Consolidated EBIT drives payouts, with role-specific financial KPIs for non-CEO/CFO/COO, including merch margin and exclusive brand penetration for the CMO . FY2024 plan structure similar, with a cap on secondary measures if EBIT is below threshold .

Long-Term Incentives (LTI)

• FY2024 grant mix: PSUs 60% / RSUs 40% (PSUs vest based on 3-year cumulative EPS; 0–200% of target) .
• FY2025 grant mix (Ms. Grijalva): PSUs 50% / RSUs 50% .
• PSU mechanics: 3-year performance period; 0%–200% payout based on cumulative EPS vs. pre-set goals; linear interpolation between threshold/target/max .
• Performance measures used for CAP disclosure include relative TSR, net income, and Consolidated EBIT as company-selected measure .

Multi-Year Summary Compensation (SCT)

Equity Ownership & Alignment

Beneficial Ownership (record date July 1, 2024)

• Stock ownership guidelines: Other NEOs must hold stock equal to 2x base salary; adopted in FY2024, with a five-year compliance window. As of March 30, 2024, all NEOs are expected to comply within the period .
• Clawback: Dodd-Frank/NYSE-compliant recoupment policy adopted FY2024; no recoupments in FY2024 .
• Anti-hedging/pledging: Hedging, pledging, margining, short sales, and derivatives trading prohibited for executives .

Outstanding Options (Laurie Grijalva) – As of March 30, 2024

• RSUs/PSUs vesting: RSUs granted in FY2023/FY2024 vest in equal annual installments over 3 years; PSUs vest based on a 3-year EPS performance period (0–200% of target) .

2025 Insider Activity (trading/vesting-related)

• Note: These sales are consistent with typical vest/withhold or 10b5-1-type liquidity patterns; the cited August Form 4 discloses weighted-average sale prices and remaining unvested RSUs .

Employment Terms

• Employment agreement effective May 11, 2014 (amended July 2, 2014): at-will; base salary; eligible annual incentive bonus; standard benefits .
• Severance: If terminated without “Cause,” 6 months’ base salary (no “good reason” trigger for Ms. Grijalva) .
• “Cause” includes failure to perform, misconduct, felony conviction, or breach of obligations .
• Restrictive covenants: non-solicitation, confidentiality, non-disparagement .
• No Section 280G gross-up; change-in-control benefits are not “single-trigger” .

Potential Payments – Termination Scenarios (Illustrative, per proxy assumptions)

Governance, Say‑on‑Pay, and Peer Benchmarking

• Say-on-pay approval: 96% support for FY2023 program (2023 AGM) .
• Peer benchmarking: Committee benchmarks against specialty retail peers of comparable size/complexity; Korn Ferry engaged as independent consultant in FY2025 .
• Policies: anti-hedging/pledging/margining and Dodd-Frank compliant clawback policy (adopted FY2024) .

Investment Implications

• Pay-for-performance linkage: Annual bonus heavily tied to Consolidated EBIT plus merchandising KPIs (margin, exclusive brand penetration) for the CMO; in FY2023 exclusives penetration paid at 200% while EBIT underperformance reduced the overall payout to 91% of target—indicating formulaic discipline and alignment .
• Retention and selling pressure: RSUs vest ratably over 3 years; PSUs cliff-vest based on 3-year EPS performance, creating periodic vest-driven liquidity events. Form 4s in 2025 show routine sales and 9,011 unvested RSUs as of Aug 26, 2025—monitor trading windows and vest dates for near-term flow impact .
• Alignment and risk: Ownership guidelines (2x salary for NEOs), prohibition on pledging/hedging, no excise tax gross-ups, and no single-trigger CIC acceleration are shareholder-friendly . Severance is modest (6 months base), limiting parachute risk .
• Performance context: Strong FY2025 financial performance following a flatter FY2024 suggests variable pay sensitivity to business cycles; FY2025 SCT shows higher bonus and equity grant values for Ms. Grijalva (Total comp $2.28M) in a growth year .
• Structural shift in LTI: Mix moved from 60/40 (PSU/RSU) in FY2024 to 50/50 in FY2025 for Ms. Grijalva; maintains performance orientation while modestly increasing guaranteed vesting via RSUs—neutral-to-slightly less performance-sensitive vs FY2024 .