Jessica Rodriguez
About Jessica Rodriguez
Jessica Rodriguez is an independent director of Burlington Stores, Inc. (BURL), serving since 2018; she is 52 years old and brings deep consumer marketing and media experience from senior leadership roles at Univision Communications Inc. . She holds NACD Directorship Certification, and the Board has affirmatively determined she is independent under NYSE rules . Her current Board term runs to the 2027 annual meeting under Burlington’s phased declassification plan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Univision Communications Inc. | Chief Marketing Officer & President of Entertainment | 2018–2021 | Led brand, consumer engagement, and programming strategy |
| Univision Communications Inc. | President & COO, Univision Networks | 2018–2021 | Operated broadcast/cable networks, drove audience reach |
| Univision Communications Inc. | Chief Brand & Impact Officer | 2021–2022 | Stewarded brand initiatives and social impact programs |
| Univision (various divisions) | EVP Programming Scheduling & Marketing; SVP Cable Networks; VP/Station Manager (Univision Puerto Rico) | ~20 years (prior roles) | Built programming and marketing capabilities across platforms |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vera Bradley, Inc. | Director | Since 2024 | Public company board experience; consumer accessories brand exposure |
| NACD | Directorship Certification | Current | Formal governance credential |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC) .
- Committee activity: NCGC held 4 meetings in fiscal 2024 and 4 in fiscal 2023 .
- Board independence and leadership: 10 of 11 directors are independent; Burlington has an independent Board Chair (John Mahoney) and therefore no Lead Independent Director .
- Attendance: Each director attended at least 75% of Board/committee meetings in fiscal 2024 and at least 90% in fiscal 2023 .
- Executive sessions: Independent directors meet in separate executive sessions without management, chaired by the independent Board Chair .
- ESG oversight: NCGC oversees ESG trends, governance policies, and shareholder engagement; Audit Committee oversees ESG reporting controls .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual base cash retainer ($) | $90,000 | $95,000 (raised Feb 2024) |
| NCGC member cash retainer ($) | $10,000 | $10,000 |
| Committee chair fees applicable? | No (member, not chair) | No (member, not chair) |
| Meeting fees | None | None |
| Fees earned or paid in cash ($) – Rodriguez | $100,000 | $104,766 |
| Perquisites | None (independent directors do not receive perqs) | None |
Notes: Director cash program changes approved Feb 2024 (base retainer and certain chair fees increased to align with peer median) .
Performance Compensation
| Equity Element | FY 2023 | FY 2024 |
|---|---|---|
| Annual RSU grant value ($) | $165,000 (934 RSUs at $176.53 grant-date price) | $170,000 (910 RSUs at $186.64 grant-date price) |
| Vesting schedule | Vests May 18, 2024 (service-based) | Vests May 23, 2025 (service-based) |
| Dividends/voting prior to vest | No dividends/voting until vested | No dividends/voting until vested |
| Change-in-control vesting | Double-trigger (only if director ceases service after CIC) | Double-trigger (only if director ceases service after CIC) |
| Options granted to directors | None | None |
Notes: Burlington pays the majority of director compensation in stock to align interests; director RSUs are service-based (no performance metrics) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company board(s) | Vera Bradley, Inc. (since 2024) |
| Burlington compensation committee interlocks | None – Committee members had no insider relationships; no cross-board executive interlocks with Burlington executives in FY 2024 |
| Board service limits (policy) | No more than three other public company boards; audit committee limit of ≤2 other audit committees unless the Board approves |
Expertise & Qualifications
- Skills matrix indicates experience in Broad-Based Business, Industry, Leadership, Public Company Board, and Sales & Marketing—valuable for off-price retail customer engagement and brand strategy .
- Career track demonstrates hands-on consumer media operations, programming, and digital/social engagement expertise .
Equity Ownership
| Measure | As of FY 2023 Record (3/28/2024) | As of FY 2024 Record (3/26/2025) |
|---|---|---|
| Beneficial ownership (shares) | 4,624 | 5,534 |
| Shares outstanding (reference) | 63,864,640 | 62,989,824 |
| Percent of outstanding | <1% (proxy classification) | <1% (proxy classification) |
| Unvested RSUs scheduled to vest within 60 days | 934 | 910 |
| Ownership guidelines | ≥5× annual base cash retainer for non-employee directors | |
| Compliance status | Each non-employee director exceeded the guideline or was in compliance via retention requirement as of fiscal year-end |
Policies reinforcing alignment:
- No hedging or pledging of Company stock by directors .
- Robust stock ownership and retention requirements until guideline met .
Governance Assessment
Strengths
- Independence and attendance: Rodriguez is independent and met Burlington’s attendance standards in FY 2024 and FY 2023, supporting effective oversight .
- Committee role and ESG focus: Active on NCGC, which oversees governance policies and ESG engagement—important for investor confidence in non-financial risk oversight .
- Compensation alignment: Majority of director pay in stock; RSUs are service-based with double-trigger CIC vesting (no single-trigger), no perquisites, and robust ownership guidelines—reduces agency conflicts and aligns with shareholders .
- Interlocks/conflicts: No compensation committee interlocks or Item 404 related-party transactions; hedging/pledging prohibited—low conflict risk profile .
Watch items and potential red flags
- Overboarding risk: Burlington limits service to no more than three other public boards; Rodriguez currently serves on one other public board (Vera Bradley), within policy—monitor for future additions .
- Ownership level: Absolute shareholdings are small relative to outstanding shares (<1% by proxy classification), though policy compliance is asserted—continued equity retention and vesting should strengthen alignment over time .
Shareholder signals
- Say-on-Pay support remained solid at ~83% in 2023 and 2024, indicating investor acceptance of compensation practices and governance oversight by the Board and its committees .
Overall, Rodriguez’s marketing/consumer expertise complements Burlington’s off-price strategy, her committee role supports governance and ESG oversight, and her compensation/ownership structure aligns with shareholders with limited conflict indicators based on disclosed transactions and policies .