Peter Starrett
Boot Barn HoldingsAbout Peter Starrett
Executive Chairman of Boot Barn; age 77; director since 2011; Chairman since 2012; appointed Executive Chairman effective November 22, 2024 . Education: BA, University of Denver; MBA, Harvard University . Fiscal 2025 performance under Board oversight: net sales up 14.6% to $1.911 billion; net income $180.9 million ($5.88 diluted EPS); same-store sales +5.5%; 60 new stores opened to 459 total .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boot Barn | Interim Chief Executive Officer | May–Nov 2012 | Led transition period; governance continuity |
| Peter Starrett Associates | President, Founder | 1998–Present | Retail advisory; senior counsel to retail operators |
| Warner Bros. Studio Stores Worldwide | President | 1990–1998 | Specialty retail leadership and expansion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Floor & Decor Holdings (NYSE:FND) | Director (prior) | n/d | Exposure to hard surface flooring retail; cross-industry insights |
| Pacific Sunwear | Chairman of the Board (prior) | n/d | Youth apparel retail governance |
| hhgregg, Inc. | Director (prior) | n/d | Consumer electronics/appliance retail oversight |
| Various private companies | Director | n/d | Portfolio governance experience |
Fixed Compensation
Multi-year summary for Starrett’s director and executive compensation.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Director Fees (cash) | $167,500 | $175,000 | Included in “All Other Compensation” (portion of $158,846) |
| Director Stock Awards (RSUs grant-date fair value) | $110,004 | $109,979 | Included in Stock Awards as part of FY25 total |
| Executive Chairman Base Salary | n/a | n/a | $259,615 (paid during FY25) |
| Stock Awards (Executive + Director, grant-date fair value) | n/a | n/a | $1,020,038 |
| Non-Equity Incentive | n/a | n/a | $0 (Exec Chairman not eligible) |
| All Other Compensation | n/a | n/a | $158,846 (includes outside director retainer fees) |
| Total Compensation | n/a | n/a | $1,438,499 |
Director compensation policy changes effective FY2025: cash retainer increased to $95,000; non-executive chairman retainer to $150,000; committee chair retainers increased; annual director RSU intended value to $145,000 .
Performance Compensation
Starrett’s incentive profile emphasizes time-based RSUs; he does not participate in annual cash incentives or PSUs in FY2025.
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (Exec Chairman) | n/a | n/a | n/a | Not eligible | n/a |
| Outside Director RSU (FY2024 grant) | Time-based | 100% | $110,000 intended value | 1,698 RSUs vested; $195,253 value realized; delivery deferred | Granted 5/19/2023; vests first anniversary (5/20/2024) |
| Outside Director RSU (FY2025 grant) | Time-based | 100% | $145,000 intended value; 1,298 RSUs | Vests on first anniversary | Granted 5/16/2024; vest 5/16/2025 |
| CEO Transition RSUs | Time-based | 100% | Included in FY2025 Stock Awards total | Cliff vest at 2-year anniversary | Granted 11/22/2024; vest 11/22/2026 |
| Options | n/a | n/a | n/a | Company does not currently grant options | n/a |
| PSUs | EPS (3-year cumulative) | n/a for Starrett in FY2025 | n/a | No PSU grant to Starrett in FY2025 | n/a |
Notes:
- Company’s RSU grants to outside directors vest after one year; executives’ long-term PSUs for other NEOs are tied to 3-year cumulative EPS with 0–200% payout; the FY2023 PSU cycle paid 0% due to EPS below threshold, underscoring pay-for-performance design .
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 23,543 | 25,241 | 26,539 |
| Ownership % of Shares Outstanding | <1% | <1% | <1% |
| Ownership Breakdown (FY2025) | — | — | 16,097 shares held by Starrett Family Trust; 10,442 vested shares deferred until six months post-service as director |
| RSUs/Options Outstanding | Director RSUs outstanding at FY2023: 1,265 units | Director RSUs granted FY2024: 1,698 units | As Executive Chairman, outside director outstanding RSUs table excludes him; CEO transition RSUs outstanding, count not disclosed |
| Stock Ownership Guidelines | Adopted FY2024: CEO 5x salary; Other NEO 2x; Directors 5x annual cash retainer; compliance expected within 5 years | Adopted FY2024 | Adopted FY2024; applies to execs/directors |
| Pledging/Hedging | Prohibited for directors and officers (incl. margin accounts, options, short sales) per Insider Trading Policy | Prohibited | Prohibited |
| Nonqualified Deferred Compensation | n/a | n/a | Balance $1,087,743; FY2025 executive contributions $195,253; earnings $60,499; no company contributions |
Additional alignment mechanisms: mandatory clawback policy adopted FY2024 in compliance with SEC/NYSE; no recoupments required in FY2024 .
Employment Terms
| Provision | Detail |
|---|---|
| Role & Tenure | Executive Chairman as of 11/22/2024; intended to continue through 12/31/2025, then revert to non-executive Chairman and resume outside director compensation from 1/1/2026 |
| Base Salary | $750,000 determined upon appointment as Executive Chairman (FY2025 base salaries table); FY2025 paid $259,615 given partial-year service |
| Annual Bonus | Not eligible for annual cash incentive bonus in Executive Chairman role |
| Employment Agreement | None; Starrett is employed “at will”; no severance or change-in-control cash/equity acceleration entitlements |
| Change-in-Control | No single-trigger payments; company-wide policy utilizes double trigger for NEOs; Starrett excluded (no agreement) |
| Severance | None; only payment of vested deferred compensation upon termination; balance $1,087,743 as of 3/29/2025 |
| Clawback | Mandatory recoupment policy for erroneously awarded incentive-based compensation (Dodd-Frank compliant) |
| Hedging/Pledging | Prohibited for directors/officers (short sales, options, margin, pledging) |
Board Governance
- Board service history: Director since 2011; Chairman since 2012; Executive Chairman since November 2024 (not independent in this executive role) .
- Committee roles: Historically served on Compensation Committee (independent) in fiscal 2023; committee met 4 times; committee members independent . Earlier, Chairperson of Corporate Governance and Nominating Committee .
- Current committees: Audit Committee composed solely of independent directors; 4 meetings in FY2025; Compensation Committee composed of independent directors and oversees clawback, hedging/pledging policies .
- Board cadence: Seven board meetings in FY2025; directors attended at least 75% of board and committee meetings; independent directors hold regular executive sessions .
- Director compensation policy (outside directors): FY2025 increases to cash retainers and annual RSU value as noted above .
Compensation Structure Analysis
- Shift toward RSUs and PSUs; company does not currently grant new stock options, limiting repricing risk .
- FY2025 included a CEO transition RSU grant to Starrett with two-year cliff vesting, indicating retention-focused equity rather than performance PSUs for his role .
- No annual cash incentive for Executive Chairman; pay mix for Starrett is fixed salary plus time-based equity and director retainers earlier in FY2025, aligning with governance oversight rather than operating performance incentives .
- Governance-friendly features: no single-trigger CIC, no excise tax gross-ups, hedging/pledging prohibited, mandatory clawback .
Equity Ownership & Vesting Schedules
| Award | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Outside Director RSU (FY2024 grant) | 5/19/2023 | 1,698 | Vested 5/20/2024; value realized $195,253; delivery deferred under Deferred Comp Plan | Deferral reduces near-term selling pressure |
| Outside Director RSU (FY2025 grant) | 5/16/2024 | 1,298 | Vests 5/16/2025 | Intended value $145,000 at $111.69 closing price |
| CEO Transition RSU | 11/22/2024 | n/d (included in $1,020,038 stock awards) | Cliff vest at 2-year anniversary (11/22/2026) | Retention-focused; count not disclosed |
Nonqualified Deferred Compensation: $195,253 executive contribution (deferred director RSU value), $60,499 earnings, $1,087,743 aggregate balance at 3/29/2025 .
Performance & Track Record
- Fiscal 2025 operational performance: net sales +14.6% YoY to $1.911B; same-store sales +5.5%; net income $180.9M; 60 new stores; 459 stores at year-end .
- No FY2025 PSU grant to Starrett; broader program ties PSUs to 3-year cumulative EPS for other NEOs, with prior cycle vesting at 0% for below-threshold EPS, reinforcing performance linkage .
Investment Implications
- Alignment: Starrett’s equity is primarily time-based RSUs and deferred director shares; deferral and prohibition on pledging/hedging reduce forced-selling and alignment risks .
- Retention: CEO transition RSUs with two-year cliff vest indicate intentional retention during leadership transition; Starrett’s Executive Chairman compensation continues through 12/31/2025 before reverting to non-executive Chairman compensation .
- Governance: Dual role as Executive Chairman reduces independence, but independent committee composition, regular executive sessions, and robust policies (clawback; anti-pledging) mitigate governance risk .
- Pay risk: No severance/CIC cash or equity acceleration for Starrett; limited “golden parachute” exposure; company no longer grants options, reducing repricing risk .
- Performance backdrop: Strong FY2025 operating metrics provide context for leadership continuity; compensation committee uses independent consultant (Korn Ferry) and peer benchmarking in specialty retail to calibrate pay .