Jennifer Vecchio
Burlington StoresAbout Jennifer Vecchio
Jennifer Vecchio, 59, is Burlington Stores’ Group President and Chief Merchandising Officer (GPCM), a role she has held since July 2021 after serving as President and Chief Merchandising Officer (2019–2021) and EVP/Chief Merchandising Officer (2015–2019). She previously held senior merchandising leadership roles at Ross Stores (1997–2011) and earlier roles at Macy’s (1988–1997) . During fiscal 2024, Burlington generated $10.6B in net sales (+9% YoY) and grew net income 48% to $504M; Adjusted EBIT rose 28% to $745M–$761M, supporting above-target bonus outcomes tied to profitability . One-year total shareholder return (value of $100 invested) measured $130.56 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Burlington Stores | Group President & Chief Merchandising Officer | Jul 2021–present | Leads merchandising strategy across the off-price model |
| Burlington Stores | President & Chief Merchandising Officer | Apr 2019–Jul 2021 | Oversaw enterprise merchandising |
| Burlington Stores | EVP & Chief Merchandising Officer/Principal | Jan 2017–Apr 2019 | Senior leadership of merchandising |
| Burlington Stores | EVP & Chief Merchandising Officer | May 2015–Jan 2017 | Joined to lead merchandising; prior consultant 2014–2015 |
| Ross Stores | EVP Merchandising – Mens/Kids; earlier SVP/GMM | 2005–2011 (EVP 2009–2011; SVP/GMM 2005–2009); with Ross since 1997 | Led key categories (Mens, Kids, Shoes, Lingerie, Hosiery) in off-price retail |
| Macy’s | Merchandising roles | 1988–1997 | Early career merchandising experience |
External Roles
- Not disclosed in the company’s proxy materials for 2025 .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,078,774 | 1,135,464 | 1,147,950 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 3,937,671 | 4,835,252 | 4,207,859 |
| Option Awards ($) | 1,314,551 | 1,612,672 | 1,400,745 |
| Non-Equity Incentive Plan ($) | 1,132,950 | 1,458,673 | 2,283,699 |
| All Other Compensation ($) | 13,979 | 15,120 | 15,720 |
| Total ($) | 7,477,925 | 9,057,181 | 9,055,973 |
Additional 2024 cash/perks detail:
- 401(k) match $13,800 and life insurance premium $1,920 (total $15,720) .
- Base salary rate for incentive purposes: $1,155,718 after 3% adjustment .
Annual bonus target and payout (2024):
- Target bonus: 130% of base salary; threshold 65%, max 260% .
- Metric: Adjusted EBIT (100% weighting); Target $706M; Actual $761M; Payout factor 152% → Ms. Vecchio bonus $2,283,699 .
Performance Compensation
Annual incentive plan (AIP) design and 2024 outcome:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor | Ms. Vecchio Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBIT ($M) | 100% | 600 | 706 | 812 | 761 | 152% | $2,283,699 |
Long-term incentives (LTIP) – 2024 grants (mix: PSUs/RSUs/options; options to be eliminated from 2025 LTIP):
| Instrument | 2024 Target/Grant | Performance/Vesting | Key Terms |
|---|---|---|---|
| PSUs | 15,758 target shares | 3-year cumulative Adjusted EPS growth, payout 50–200% of target (2024–2026) | Performance-based; aligns to EPS growth |
| RSUs | 7,879 units | Time-based; 25% per year over 4 years | Retention-focused |
| Stock Options | 20,091 options @ $178.02 strike | 25% per year over 4 years | Value only if stock > strike; options removed from 2025 mix (shift to 65% PSUs/35% RSUs) |
PSU vesting history (2012 cohort reference – actually 2022 cohort) and outcome:
- 2022 PSUs (performance measured annually due to volatility): Adjusted EPS growth %-per-year targets (6.7%/13.3%/20.0%); results: -49% (0% payout), +44% (200%), +35% (200%); average payout 133% of target .
Compensation governance highlights:
- Increased PSU mix to 65% of annual LTIP beginning with grants on/around May 1, 2025; options eliminated to further tie pay to performance .
- No excise tax gross-ups; robust clawbacks (restatement or significant financial harm due to willful/grossly negligent conduct) and Dodd-Frank compliant policy .
Equity Ownership & Alignment
Beneficial ownership (as of Mar 26, 2025):
| Component | Shares/Detail |
|---|---|
| Total beneficial ownership | 110,062 shares |
| Of which: options exercisable within 60 days | 60,275 |
| Of which: RSUs vesting within 60 days | 6,269 |
| Other indirect (UTMA) | 372 |
| Shares outstanding (for context) | 62,989,824 |
| Ownership as % of shares outstanding | ~0.17% (110,062 / 62,989,824) |
Outstanding awards at FY2024 year-end (market price $283.93 on Jan 31, 2025):
| Category | Detail |
|---|---|
| Unexercised options | Multiple grants; e.g., 8,340 unexercisable @ $211.68 (5/2/2032), 17,426 unexercisable @ $186.61 (5/1/2033), 20,091 unexercisable @ $178.02 (5/1/2034), plus older tranches |
| Unvested RSUs | e.g., 6,478 units from 2023 grant; 7,879 from 2024 grant; others; market value measured at $283.93 per share |
| Unearned PSUs | 16,494 (2022 earned count shown), 34,548 (2023 target—reported at max for disclosure), 31,516 (2024 target—reported at max for disclosure); market values per SEC methodology |
Stock ownership guidelines and policies:
- NEO guideline: 3x base salary; each NEO either exceeds guideline or complies with retention requirement as of FY2024 year-end .
- Hedging and pledging are prohibited for executives and directors (includes short sales, derivatives, margin/pledge restrictions) .
Employment Terms
Key contract and severance/change-in-control (CIC) economics for Ms. Vecchio:
- Severance upon termination without cause / for good reason (or expiration/non-renewal of her employment agreement): 2× base salary; pro-rated target bonus based on actual results; continuation of medical/dental/vision for 2 years (or cash/tax gross-up equivalent if benefits cannot be provided) .
- Non-compete and non-solicit covenants: two years post-termination; severance conditioned on release and covenant compliance (payments cease upon breach) .
- CIC treatment: double-trigger—acceleration of equity on termination without cause / good reason within 2 years post-CIC (PSUs at target); no automatic single-trigger vesting .
Illustrative “Potential Payments Upon Termination or CIC” (as of Jan 31, 2025; uses $283.93 stock price):
| Scenario | Severance Pay ($) | AIP/Bonus ($) | Health Cont. ($) | Equity Accel. ($) |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason | 2,311,436 | 2,283,699 | 21,892 | — |
| Retirement or Reduction in Force (equity only) | — | — | — | 11,942,336 |
| Death or Disability (equity only) | — | — | — | 19,119,679 |
| CIC + Qualifying Termination (equity only) | — | — | — | 23,726,727 |
Clawbacks:
- Discretionary clawback for restatements or significant harm due to willful or grossly negligent conduct; separate mandatory Dodd-Frank 954 clawback for erroneously awarded incentive compensation within 3 years of an accounting restatement .
Performance & Track Record
Selected company performance context for incentive outcomes:
- Fiscal 2024 net sales $10.635B vs $9.727B in fiscal 2023; total sales +9% YoY; net income +48% to $504M (EPS $7.80) .
- Adjusted EBIT up 28% to ~$745–761M, exceeding the AIP target of $706M (payout factor 152%) .
- TSR (value of $100): 2024 = $130.56; peer group TSR $173.20 (Dow Jones Apparel Retailers Index) .
Compensation Structure Analysis
- Strong pay-for-performance linkage: 100% profit-based AIP (Adjusted EBIT) and PSUs tied to Adjusted EPS growth; 81.5% of average NEO target pay “at-risk” in 2024 .
- Forward mix shifts further to performance: LTIP moves to 65% PSUs / 35% RSUs from 2025; stock options eliminated to increase performance sensitivity and align with peer practices .
- Shareholder-friendly policies: no excise tax gross-ups; no option repricing without shareholder approval; no single-trigger vesting; no hedging/pledging; no pension/SERP .
Compensation Benchmarking & Say-on-Pay
- Peer group for 2024: AEO, ANF, Big Lots, Dick’s, Dollar Tree, Five Below, Foot Locker, Kohl’s, Macy’s, RH, Ross, TJX, Tractor Supply, Ulta, VF, Williams-Sonoma; 2025 adjustments remove Big Lots and RH; add Bath & Body Works, Gap, Nordstrom .
- 2024 Say-on-Pay support: ~83% of votes cast in favor .
Risk Indicators & Red Flags Checklist
- Hedging/pledging prohibited (reduces misalignment/credit risk) .
- No option repricing; no evergreen; no liberal share recycling; strong equity plan safeguards .
- Clawbacks in place (discretionary and Dodd-Frank) .
- No SERP; limited perquisites .
- Double-trigger CIC vesting only .
- No disclosed related-party transactions involving Ms. Vecchio .
Investment Implications
- Pay alignment and incentives: Ms. Vecchio’s incentives are tightly linked to profitability (AIP) and multi-year earnings growth (PSUs), with an increased PSU mix from 2025 enhancing performance sensitivity; this supports disciplined merchandising and margin execution in off-price .
- Retention and potential selling pressure: Significant unvested RSUs/PSUs and multi-year vesting schedules create retention hooks; as of the 2025 record date, 6,269 RSUs were scheduled to vest within 60 days, which can prompt routine tax-related sales around vest dates but does not indicate systemic selling risk; hedging/pledging is prohibited .
- Downside protection for shareholders: Robust clawbacks, double-trigger CIC terms, and no repricing/gross-ups reduce governance risk; the elimination of options in the 2025 LTIP reduces asymmetry and focuses on operating performance .
- Succession/continuity: A two-year non-compete/non-solicit and sizable unvested equity lessen near-term departure risk; severance economics are standard (2× salary, pro-rated bonus), not excessive relative to market .