Lisa Laube
Boot Barn HoldingsAbout Lisa Laube
Independent director of Boot Barn since 2018; age 62. Former President of Floor & Decor (retired 2022), with prior senior merchandising and marketing roles across Party City, Bath & Body Works (White Barn Candle), Linens ‘n Things, and Macy’s; currently chairs Boot Barn’s Nominating & Corporate Governance Committee and serves on the Compensation Committee. She is independent under NYSE standards and currently chairs the board of Zoo Atlanta and serves on the Terry School of Business Dean’s Advisory Council. Education is not specified in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Floor & Decor Holdings, Inc. | President; EVP & Chief Merchandising Officer prior | EVP/CMO (2012–2020); President (2020–2022); retired 2022 | Led Merchandising, Marketing, Training, E‑Commerce, Store Ops |
| Party City Holdco Inc. | President; previously Chief Merchandising Officer | 2005–2011 | Oversaw Merchandising, Marketing, E‑Commerce |
| White Barn Candle Company (Bath & Body Works) | Vice President, Merchandising | 2002–2004 | Merchandising leadership |
| Linens ‘n Things | Buyer → General Merchandising Manager | 1996–2002 | Merchandising leadership |
| Macy’s Inc. | Buyer, Textiles division | 1988–1996 | Merchandising |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zoo Atlanta | Chairman of the Board | Current | Non‑profit governance |
| Terry School of Business (UGA) | Dean’s Advisory Council member | Current | Academic advisory role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation. The Compensation Committee met 5 times and the Nominating & Corporate Governance Committee met 4 times in fiscal 2025.
- Independence: Board determined Ms. Laube is independent under NYSE standards.
- Attendance and engagement: Board held 7 meetings in fiscal 2025; each director attended at least 75% of Board and relevant committee meetings; independent directors meet regularly in executive sessions.
- Committee remits (highlights): Nominating & Governance oversees governance guidelines, ESG oversight, conflicts of interest, succession planning, board/committee self‑evaluation; Compensation oversees executive pay, equity plans, clawback, hedging/pledging policies, ownership guidelines, and director compensation recommendations.
Fixed Compensation
| Period | Cash Retainer (Director) | Chair Retainer (Nom/Gov) | Other Committee Fees | Total Cash (Actual) |
|---|---|---|---|---|
| FY 2025 | $95,000 | $20,000 | N/A (member of Compensation; no member fees disclosed) | $115,000 (Fees Earned) |
- Program changes effective FY2025 (Korn Ferry recommendation): increased director cash retainer to $95,000; chair retainers to $25,000 (Audit), $20,000 (Compensation), $20,000 (Nominating & Governance); Non‑executive chair to $150,000. Paid quarterly; reasonable expense reimbursement.
Performance Compensation
| Period | Equity Type | Grant Date | Grant Value (ASC 718) | Shares/Units | Vesting |
|---|---|---|---|---|---|
| FY 2025 | RSUs | May 16, 2024 | $144,974 | 1,298 units (intended $145k ÷ $111.69) | Time‑based; fully vest on first anniversary of grant date (one‑year cliff) |
| FY 2025 (as of 3/29/2025) | RSUs outstanding | 5/16/2024 | Market value $135,213 (based on $104.17 on 3/28/2025) | 1,298 unvested units | Vested after fiscal year end per schedule |
- Director equity is solely time‑based RSUs; no PSU metrics, options, or performance hurdles are used for non‑employee directors. The Company does not currently grant stock options to directors; option awards column is blank in the director table.
Other Directorships & Interlocks
| Counterparty | Interlock/Relationship | Amount/Materiality | Notes |
|---|---|---|---|
| Floor & Decor Holdings, Inc. | Ms. Laube previously served as President (and earlier EVP/CMO) | < $0.1m capex in FY2025 and FY2024; $0.1m in FY2023 (Boot Barn) | Company recorded minor capital expenditures with FND while certain Boot Barn directors had roles at FND; amounts immaterial, recorded as PP&E |
Expertise & Qualifications
- Retail merchandising, marketing, e‑commerce, store operations; multi‑brand consumer experience across specialty retail.
- Governance leadership experience through chairing Nom/Gov and external non‑profit board chair role.
Equity Ownership
| Record Date | Total Beneficial Ownership (Shares) | % of Outstanding | Form of Ownership | Hedging/Pledging | Ownership Guidelines |
|---|---|---|---|---|---|
| July 1, 2025 | 14,606 | <1% (table designation “*”) | Direct ownership | Prohibited by Insider Trading Policy (including margin/pledge and derivatives) | Directors must hold 5x annual cash retainer; expected compliance within 5 years of adoption or appointment |
- Company reports all directors and NEOs expected to be in compliance within applicable periods as of March 29, 2025.
Fixed Compensation (Detail – FY2025 Director Table)
| Metric | FY 2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | $115,000 |
| Stock Awards ($) | $144,974 |
| Total ($) | $259,974 |
Compensation Structure Analysis
- Mix shows balanced cash retainer plus time‑based equity ($145k target), aligning director pay with shareholder outcomes without introducing short‑term meeting fees; changes in FY2025 increased cash and equity values to align with market benchmarks following Korn Ferry review.
- No options or PSUs for directors; reduces risk of option repricing or performance metric “gaming.”
Related Party Transactions
- No Lisa‑specific related party transactions disclosed. Governance process includes formal related person transaction policy; audit committee evaluates independence and terms vs. third‑party market.
- Company disclosed minor capital expenditures with Floor & Decor (<$0.1m annually during FY2024–FY2025; $0.1m FY2023) while certain directors served at FND; amounts de minimis.
Say‑on‑Pay & Shareholder Feedback (Context)
- Prior year say‑on‑pay received 98% approval; Compensation Committee considered results and made no material changes due to strong support.
Governance Assessment
- Strengths: Independent director; chairs Nom/Gov and contributes to Compensation; strong attendance; robust hedging/pledging prohibitions; director ownership guideline at 5x retainer supports alignment.
- Compensation signals: Time‑based RSUs and moderate cash retainers; no option use; Korn Ferry benchmarking suggests market‑aligned adjustments.
- Conflicts/Red flags: No Lisa‑specific related‑party exposure disclosed; minor Floor & Decor capex while certain directors (including Ms. Laube’s prior executive role) had ties—immaterial amounts; monitor but not a current red flag.
- Overall board effectiveness: Committee leadership and engagement frequency (5 Comp; 4 Nom/Gov) indicate active governance; independent executive sessions reinforce oversight.