Jordan Hitch

About Jordan Hitch

Independent director of Burlington Stores, Inc. since 2006; age 58. Former Managing Director at Bain Capital (1997–2015) and Senior Advisor until 2017; currently an active personal investor across early-stage growth companies and renewable infrastructure projects. Core credentials include finance, M&A, retail industry experience, and public company board service; he chairs Burlington’s Compensation Committee and serves on the Nominating & Corporate Governance Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
• Independence: Board affirmatively determined all directors other than the CEO are independent; Hitch meets additional NYSE/SEC independence requirements applicable to Compensation Committee members .
• Tenure and term: Director since 2006; term of former Class I directors (including Hitch) expires at the 2026 Annual Meeting as part of Board declassification by 2027 .
• Attendance: Board held 4 meetings in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions during regular meetings .
• Committee activity: Compensation Committee met 4 times in fiscal 2024; Nominating & Corporate Governance Committee met 4 times .

Committee Meetings (FY2024)

Fixed Compensation

• Program structure (cash): Annual base retainer $95,000; CC Chair retainer $30,000; NCGC non-chair member retainer $10,000; no meeting fees. In February 2024, cash retainers were increased (+$5,000 to base; +$5,000 to Audit/Comp Chairs; +$2,500 to NCGC Chair) to align with peer median; independent Board Chair receives an additional $200,000 (not applicable to Hitch) .

FY2024 Director Compensation – Jordan Hitch

Performance Compensation

• Director equity awards: 910 RSUs granted on May 23, 2024 (first business day after the Annual Meeting) at $186.64 per unit; scheduled to vest May 23, 2025, subject to continued service. No dividends or voting rights prior to vesting. Change-in-control: vesting does not accelerate solely on change-of-control; 100% vests if the director ceases service after a change-of-control and before the vest date (double trigger) .

Director RSU Grant Details – Jordan Hitch (FY2024)

• Company incentive metrics oversight (as CC Chair): FY2024 Annual Incentive Plan used Adjusted EBIT as the sole metric; target $706M vs actual $761M; NEO payouts at 152% of target. FY2022 PSUs paid on Adjusted EPS growth over FY2022–FY2024: annual performance -49%, +44%, +35% vs 13.3% target per year; per-year payouts 0%, 200%, 200%; average PSU payout 133% of target .

Company Incentive Performance Metrics (Under CC Oversight)

• Program evolution: In November 2024, CC eliminated stock options from LTIP; starting on or about May 1, 2025, LTIP mix is 65% PSUs and 35% RSUs to increase performance-linked equity in line with peer practices .

Other Directorships & Interlocks

• Compensation Committee interlocks: Burlington’s CC members (English, Hitch, Tocio) had no SEC-reportable interlocks; none of Burlington’s executive officers served on boards/committees of entities with reciprocal executive representation on Burlington’s Board/CC .

Expertise & Qualifications

• Skills matrix: Broad-based business; Business Development/M&A; Finance; Industry; Public company board experience .
• Role qualifications: >25 years investing/advisory in retail; significant capital markets experience .

Equity Ownership

Governance Assessment

• Strengths

  • Independent CC Chair overseeing pay-for-performance design, including single-metric AIP (Adjusted EBIT) and multi-year PSUs; increased performance-based LTIP mix to 65% PSUs beginning 2025 .
  • Independence affirmed; meets additional independence standards for CC; robust policies on majority voting, proxy access, executive sessions, and declassification by 2027 .
  • Transparent director pay mix with majority equity via RSUs; no meeting fees; no director perquisites; clear vesting and change-of-control terms; prohibition on hedging/pledging enhances alignment .
  • Stockholder engagement and responsiveness: 2024 say-on-pay received ~83% support; Board cites feedback-driven changes to compensation and governance (e.g., declassification) .

• Risk indicators and monitoring

  • Long tenure (since 2006) warrants continued focus on Board refreshment and independence perceptions; Burlington maintains active refresh policies and added new directors in recent years .
  • Network interlock: shared Bright Horizons directorship with Mary Ann Tocio—monitor information flows; however, Burlington disclosed no related person transactions in FY2024–proxy date .
  • No CC interlocks or reciprocal executive board ties disclosed, reducing conflict risk .

• Red flags: None disclosed regarding related-party transactions, pledging/hedging, tax gross-ups, or option repricing for directors; policies explicitly prohibit hedging/pledging and repricing without stockholder approval .

Overall signal: Hitch’s finance/M&A background and CC leadership, combined with increased performance-linked equity and strong independence standards, support investor confidence; ongoing refresh and monitoring of external interlocks is appropriate .