Michael Love
Boot Barn HoldingsAbout Michael Love
Michael A. Love is Chief Retail Officer at Boot Barn, serving in this role since 2022 and with the company since 2014 across senior operations and merchandising leadership roles . During fiscal 2025, Boot Barn’s net sales rose 14.6% to $1.911B, same-store sales grew 5.5%, net income was $180.9M ($5.88 diluted EPS), and the company opened 60 new stores to reach 459, indicating strong operating execution under the NEO team including Love . Company TSR performance is robust: a $100 investment measured in the Pay vs. Performance table reached $779.13 at FY2025, with consolidated EBIT of $239.4M vs. $198.2M in FY2024, which is the key compensation-selected measure (CSM) used for annual incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boot Barn | Chief Retail Officer | 2022–present | Leads retail/store operations execution |
| Boot Barn | SVP, Stores | 2018–2022 | Senior leadership of stores network |
| Boot Barn | SVP, Marketing & Merchandise Planning | 2017–2018 | Oversight of marketing and merchandise planning |
| Boot Barn | VP, Merchandise Planning | 2014–2017 | Merchandise planning leadership |
| Claire’s Stores, Inc. | VP, Merchandise Planning & Allocation | 2010–2014 | Merchandising and allocation leadership |
| Kohl’s Corporation | VP, Divisional Planning Manager | 2008–2010 | Divisional planning leadership |
| Federated/May/Macy’s | Merchandising & planning roles | Not disclosed | Early merchandising/planning experience |
External Roles
No public company board or external directorships disclosed for Michael Love .
Fixed Compensation
Multi-year compensation for Michael A. Love:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $428,366 | $467,309 | $496,155 |
| Stock Awards ($) | $700,028 | $999,984 | $1,100,147 |
| Non-Equity Incentive Plan Compensation ($) | $209,556 | $257,677 | $565,463 |
| All Other Compensation ($) | $21,160 | $24,168 | $25,952 |
| Total ($) | $1,359,110 | $1,749,138 | $2,187,717 |
Base salary at FY2025 year-end: $500,000 . Target annual bonus percentage in FY2025 was 65% of salary with a 130% maximum .
Performance Compensation
Annual cash incentive framework and FY2025 outcomes:
| Metric | Weight (% of Salary) | Target ($) | Actual Payout ($) | % of Target | Vesting/Timing |
|---|---|---|---|---|---|
| Consolidated EBIT | 50% | $248,078 | $496,155 | 200% | Annual cash bonus |
| Consolidated Exclusive Brand Sales Penetration | 15% | $74,423 | $69,308 | 93% | Annual cash bonus |
| Total Annual Cash Incentive | 65% | $322,501 | $565,463 | 175% | Paid after FY end |
Long-term equity incentives and performance structure:
| Award Type | Grant Date | Shares/Units | Vesting | Performance Measure | Notes |
|---|---|---|---|---|---|
| PSUs (FY2025 cycle) | 5/16/2024 | 9,850 at max | 3-year | Cumulative EPS (3/31/2024–3/27/2027) | 0–200% payout based on EPS target |
| PSUs (FY2024 cycle) | 5/19/2023 | 18,526 at max | 3-year | Cumulative EPS (4/2/2023–3/28/2026) | 0–200% payout |
| PSUs (FY2023 cycle) | 5/12/2022 | — | Performance ended FY2025 | Cumulative EPS | Below threshold; 0% vested |
| RSUs | 5/16/2024 | 4,925 | 3 annual tranches | Time-based | Market value snapshot at $104.17 close |
| RSUs | 5/19/2023 | 4,117 | 3 annual tranches | Time-based | Market value snapshot at $104.17 close |
| RSUs | 5/12/2022 | 1,341 | 3 annual tranches | Time-based | Market value snapshot at $104.17 close |
| RSUs | 5/14/2021 | 454 | 4 annual tranches | Time-based | Market value snapshot at $104.17 close |
Option awards and exercisability:
| Option Grant | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 5/21/2020 | 6,062 | 20.94 | 5/21/2030 |
| 5/21/2020 | 6,470 | 24.08 | 5/21/2030 |
| 5/19/2019 | 4,090 | 28.63 | 5/19/2029 |
Stock vesting realized in FY2025: 8,920 shares vested (value $961,497) for Michael Love .
Equity Ownership & Alignment
| Ownership Component | Amount |
|---|---|
| Shares owned directly | 2,112 |
| Options exercisable (currently) | 16,622 |
| Total beneficial ownership (shares) | 18,734 |
| Shares outstanding (record date) | 30,578,522 |
| Ownership % of outstanding | ~0.061% (18,734 ÷ 30,578,522) |
- Stock ownership guidelines: CEO 5x salary; Other NEOs 2x salary. Qualifying holdings include time-based RSUs; options and unvested performance-based awards do not count. Adopted in FY2024 with five-year compliance window; NEOs expected to be in compliance within their periods as of 3/29/2025 .
- Hedging and pledging prohibited for executives and directors under Insider Trading Policy; margin accounts also prohibited .
Employment Terms
- Employment agreement highlights: Michael Love’s agreement effective May 5, 2014; base salary $500,000 as of March 29, 2025; eligible for annual incentive and standard benefits .
- Severance (without Cause or for Good Reason): cash severance equal to six months of base salary; at-will employment; no 280G excise tax gross-ups; no single-trigger CIC benefits; arrangements are double-trigger .
- Good Reason definition includes material diminution in salary or authority, or relocation >35 miles; requires notice/cure and timely termination .
- Restrictive covenants: confidentiality and non-disparagement via proprietary information agreements; policy-level hedging/pledging prohibitions apply .
Change-in-control economics (assuming termination at FY2025 year-end):
| Scenario | Salary ($) | Bonus ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination in Connection with CIC | 250,000 | 565,463 | 1,128,890 | 2,955,928 | 4,900,281 |
| Qualifying Termination without CIC | 250,000 | — | — | — | 250,000 |
Deferred compensation participation:
| Name | Exec Contributions FY2025 ($) | Aggregate Earnings FY2025 ($) | Aggregate Balance 3/29/2025 ($) |
|---|---|---|---|
| Michael A. Love | 332,154 (incl. $49,046 Salary and $283,108 Bonus deferred) | 70,651 | 1,513,547 |
Retirement treatment: equity awards from FY2020–FY2025 continue vesting post-retirement if eligible (age 60 with 5 years of service for Love, or age 65) subject to obligations; PSUs settle based on actual performance over full period .
Performance & Track Record
- FY2025 performance highlights: net sales +14.6% to $1.911B; same-store sales +5.5%; net income $180.9M; diluted EPS $5.88; 60 new stores opened to 459 total .
- Pay vs. Performance indicates strong TSR, with $100 investment reaching $779.13 by FY2025; Consolidated EBIT at $239.4M vs. $198.2M FY2024, the key compensation-linked measure .
- Annual cash incentive paid 175% of target for Love, with EBIT at 200% payout and exclusive brand penetration at 93%, reflecting alignment with operational goals .
Compensation Structure Analysis
- Variable pay proportion: Company reports average ~74% variable for other NEOs (excluding former CEO) and emphasizes pay-for-performance with clear objectives .
- Shift to RSUs/PSUs: Company does not currently grant new options and focuses on RSUs and PSUs; any future option timing would be evaluated if reintroduced .
- Performance discipline: FY2023 PSUs paid 0% due to below-threshold cumulative EPS, underscoring performance-based rigor .
- No problematic practices: no excise tax gross-ups, no single-trigger CIC, no option repricing without shareholder approval; hedging and pledging banned .
Compensation Peer Group and Governance
- Peer group: specialty retail and similar sectors; companies include Children’s Place, Floor & Decor, Ollie’s, Shoe Carnival, Buckle, Zumiez, National Vision, Abercrombie & Fitch, Crocs, Five Below, Leslie’s, Sally Beauty, Urban Outfitters among others; updated as company scale evolved .
- Compensation Committee: independent directors Chris Bruzzo (Chair) and Lisa G. Laube; Korn Ferry served as independent compensation consultant supporting risk assessment in FY2025 .
- Clawback policy: compliant with Dodd-Frank/SEC/NYSE; mandatory recoupment on accounting restatements; no recoupments required in FY2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 98% support in 2024; board recommends “FOR” FY2025 NEO compensation and annual say-on-pay frequency .
Investment Implications
- Alignment: Love’s pay is highly variable with strong linkage to EBIT and exclusive brand metrics; PSUs tied to multi-year EPS with 0–200% payout range, and FY2023 cycle paid 0%, indicating robust pay-for-performance discipline .
- Retention and CIC risk: Double-trigger CIC acceleration could deliver ~$4.9M primarily via equity for Love; severance without CIC is modest (six months salary), which balances retention incentives with shareholder protections (no gross-ups, no single-trigger) .
- Selling pressure: FY2025 saw ~$961k in stock vesting value for Love and multiple RSU tranches vest annually; while pledging/hedging are prohibited, periodic vesting may create supply around vest dates; options remain exercisable with strikes well below current market in 2019/2020 grants .
- Ownership: Direct and option-based beneficial holdings total 18,734 shares (~0.061% of outstanding), with NEO ownership guidelines at 2x salary and expected compliance within window, supporting alignment without undue concentration risk .