John J. Mahoney
Burlington StoresAbout John J. Mahoney
Independent Chairman of the Board of Burlington Stores; age 73; director since 2013. Former Vice Chairman and long-time CFO of Staples, with prior partnership at Ernst & Young; Certified Public Accountant. As independent Chair (since Feb 2020), he provides board leadership separate from management and is not a member of standing committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | Vice Chairman and Chief Financial Officer; previously EVP, Chief Administrative Officer & CFO; CFO since 1996 | 1996–2012 (Vice Chairman & CFO 2006–2012) | Led finance and administration for a leading retailer |
| Ernst & Young LLP | Partner; National Office Accounting & Auditing group | Prior to 1996 | National accounting/auditing expertise; CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bloomin’ Brands, Inc. | Director | Since 2012 | Public company board experience |
| Chico’s FAS, Inc. | Director | 2007–2024 | Board service concluded 2024 |
| The Michaels Companies, Inc. | Director | 2013–2021 | — |
| Zipcar, Inc. | Director | 2010–2013 | — |
| Tweeter Home Entertainment Group | Director | 2004–2007 | — |
| Advo, Inc. | Director | 2001–2007 | — |
Board Governance
- Role and independence: Independent Chairman; Board maintains an independent Chair, separate from CEO; 10 of 11 directors are independent. The Board determined all directors other than the CEO are independent under NYSE standards; no Lead Independent Director is needed given an independent Chair .
- Committee assignments: Not a member of Audit, Compensation, or Nominating & Corporate Governance committees; those committees are chaired by independent directors (Paul J. Sullivan – Audit; Jordan Hitch – Compensation; Mary Ann Tocio – NCG) .
- Chair responsibilities: Presides over Board and independent director executive sessions; sets agendas; liaises with CEO; engages with major stockholders; leads CEO evaluation and board assessment discussions .
- Attendance: During fiscal 2024 the Board held 4 meetings, and each director attended at least 75% of Board and applicable committee meetings .
- Board quality: Majority voting standard with resignation policy; proxy access; declassification approved—Board will be fully declassified by 2027; robust stockholder engagement (~59% of outstanding shares engaged ahead of 2025 meeting) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $95,000 | Increased in Feb 2024 to competitively position director pay |
| Independent Chair additional retainer | $200,000 | Annual cash; paid quarterly, prorated as needed |
| Committee retainers | $0 | Not a committee member or chair |
| Meeting fees | None | No meeting fees for directors |
| Fiscal 2024 cash actually paid (Mahoney) | $294,766 | Reflects base + Chair retainer (pro-ration timing) |
Performance Compensation
Directors receive time-based RSUs (no performance metrics). No stock options are granted to non-employee directors.
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Terms |
|---|---|---|---|---|---|
| Annual RSUs (FY2024 program) | May 23, 2024 | 910 | $169,842 | Vest May 23, 2025, subject to continued service | Death = full vest; retirement = pro-rata; no single-trigger CIC; 100% vest if board service ends following CIC before vesting |
- Annual equity grant level for independent directors set at $170,000 in FY2024 (up from $165,000 in FY2023) .
- Compensation mix: Majority of non-employee director compensation is paid in stock to align with shareholders .
Other Directorships & Interlocks
- Current public boards: Bloomin’ Brands, Inc. (since 2012). Burlington’s governance guidelines limit directors to no more than three other public company boards; his current service appears within this limit .
- Interlocks/conflicts: The Company reports no related person transactions requiring disclosure since the start of FY2024; Audit Committee oversees and pre-approves any related party transactions under a formal policy .
Expertise & Qualifications
- Skills: Broad-based business, M&A/business development, finance, retail industry, information technology & security oversight, leadership, and public company board experience; CPA .
- Governance leadership: Prior Lead Independent Director (2016–2020) before becoming independent Chair; experienced in risk oversight, agenda-setting, and stockholder engagement as outlined in Chair responsibilities .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 15,357 | Includes 910 unvested RSUs scheduled to vest within 60 days of Mar 26, 2025 |
| Shares outstanding (for % calc) | 62,989,824 | Record date Mar 26, 2025 |
| Ownership as % of outstanding | ~0.024% | Calculated as 15,357 / 62,989,824; table denotes “<1%” for individuals |
| Unvested RSUs (near-term vest) | 910 | 2024 annual RSUs vesting May 23, 2025 |
| Options | None disclosed for directors | No option awards to non-employee directors in FY2024 |
| Hedging/pledging | Prohibited | Company policy prohibits hedging or pledging by directors |
| Ownership guidelines | 5x annual base cash retainer for directors | Each non-employee director either exceeds guideline or complies with retention requirement as of FY2024 year-end |
Governance Assessment
- Strengths/supportive signals:
- Independent Chair structure with clear, active responsibilities; robust independence across Board; majority voting and proxy access; ongoing declassification through 2027 .
- Director compensation aligned with shareholders via majority equity; no perquisites or meeting fees; independent consultant (Meridian) advises on director pay .
- Stock ownership guidelines for directors (5x cash retainer) with compliance/retention adherence; hedging/pledging prohibited .
- No related party transactions requiring disclosure since start of FY2024, reducing conflict risk .
- Board and committee activity maintained; each director met at least 75% attendance in FY2024 .
- Shareholder support context: Say-on-pay approval ~83% in 2024; ongoing engagement with holders representing ~59% of outstanding shares .
- Potential concerns/monitoring items:
- As independent Chair, not serving on committees reduces committee workload but concentrates leadership in one role—mitigated by independent committee chairs and charters .
- Overboarding policy exists; continue to monitor cumulative public board commitments (currently within policy) .
RED FLAGS: None identified in the latest proxy—no related-party transactions, no pledging/hedging, and attendance thresholds met .