Kristin Wolfe
Burlington StoresAbout Kristin Wolfe
Kristin Wolfe is Executive Vice President and Chief Financial Officer of Burlington Stores, Inc., serving since August 2022; she was age 46 in the 2024 proxy and age 47 in the 2025 proxy . Prior roles include Group SVP, Corporate Finance at Ross Stores (2021–May 2022) and senior leadership roles across store operations, strategy, and finance (2009–2021), following approximately a 10‑year period at Bain & Company . Under her finance leadership in fiscal 2024, Burlington delivered strong performance: total revenues $10,635 million, net income $504 million, Adjusted Net Income $540 million, Adjusted EPS $8.35, and Adjusted EBIT $761 million, with 101 net new stores opened; the 2024 Annual Incentive Plan used Adjusted EBIT as the sole metric, achieved above target and paid out at 152% of target . Burlington prohibits hedging/pledging and maintains robust stock ownership guidelines and clawbacks, aligning executive pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ross Stores, Inc. | Group SVP, Corporate Finance | 2021–May 2022 | Led corporate finance during post‑pandemic normalization |
| Ross Stores, Inc. | SVP, Store Operations | 2018–2021 | Operations leadership across store fleet |
| Ross Stores, Inc. | Group VP, Store Finance & Strategy | 2016–2018 | Store P&L and strategic planning |
| Ross Stores, Inc. | VP, Store Finance & Strategy | 2014–2016 | Finance and strategy support for store footprint |
| Ross Stores, Inc. | Senior Director, Corporate Strategy | 2012–2014 | Corporate strategy development |
| Ross Stores, Inc. | Director, Store Operations Finance | 2009–2012 | Store operations finance leadership |
| Bain & Company | Various roles | ~10 years | Strategy consulting across industries |
External Roles
No external public company board or committee roles are disclosed for Ms. Wolfe in the Company’s 2024 and 2025 proxy statements sections reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary Paid ($) | 360,577 | 800,962 | 815,904 |
| All Other Compensation ($) | 749 | 15,120 | 15,720 |
| Annual Incentive Target (% of Salary) | — | — | 75% |
| FY 2024 Base Salary Rate ($) | — | — | 821,425 |
| FY 2024 Target Award ($) | — | — | 616,069 |
Notes:
- FY 2022 includes a sign‑on bonus upon appointment as CFO .
- FY 2024 annual incentive parameters shown are plan rates; actual paid amounts are in Performance Compensation .
Performance Compensation
Annual Incentive Plan (AIP) – Fiscal 2024
| Metric | Weighting | Target | Actual | Payout % | Wolfe Award ($) |
|---|---|---|---|---|---|
| Adjusted EBIT ($M) | 100% | 706 | 761 | 152% | 936,425 |
Design highlights:
- Sole metric Adjusted EBIT with fixed target and 50% threshold; payout 50%–200% of target with straight‑line interpolation .
- Committee did not exercise negative discretion for NEO awards in FY 2024 .
Long‑Term Incentive Program (LTIP) Design and Grants
| Year | Vehicle | Target/Counts (Wolfe) | Performance Metric / Vesting | Key Terms |
|---|---|---|---|---|
| FY 2023 | PSUs | 5,024 target PSUs | 3‑year Adjusted EPS goals; payout 50%–200% of target; settled after performance period | Double trigger acceleration on CIC; pro‑rata on death/disability/RIF/retirement |
| FY 2023 | RSUs | 2,512 RSUs | Time‑based; generally 25% per year over 4 years | Double trigger acceleration; pro‑rata on RIF/retirement; full on death/disability |
| FY 2023 | Options | 6,758 options | Time‑based; 25% per year; 10‑year term | Exercise price at grant FMV; double trigger exercisability on CIC |
| FY 2024 | PSUs | 11,200 target PSUs outstanding at FY24 year‑end | 3‑year PSU design continues; company emphasizes Adjusted EPS growth and stock performance as key measures | 65% of LTIP to be performance‑based starting FY 2025 |
| FY 2022 | Make‑Whole RSUs/Options | RSUs: 5,011; Options: 13,680 unexercisable at FY23 YE | Vesting: 28.5% on Aug 1, 2023; 28.5% on Aug 1, 2024; 43% on Aug 1, 2025; fully accelerates if terminated without cause | Granted to offset forfeited awards from prior employer |
PSUs from fiscal 2021 paid at 91% of target based on three‑year sales CAGR and Adjusted EBIT margin expansion; Ms. Wolfe did not receive FY 2021 PSUs due to joining in 2022 .
Multi‑Year Compensation Mix
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards | 2,591,634 | 1,406,293 | 1,495,368 |
| Option Awards | 2,032,626 | 469,073 | 497,801 |
| Non‑Equity Incentive (AIP) | 223,764 | 598,125 | 936,425 |
| Total Compensation | 6,309,350 | 3,289,573 | 3,761,218 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 36,427 shares; <1% of outstanding; 62,989,824 shares outstanding (as of Mar 26, 2025) |
| Ownership Guidelines | Executives (non‑CEO) must hold stock valued at ≥3x base salary; 50% retention of net shares until compliant |
| Compliance Status | As of fiscal 2024 year‑end, each NEO owned shares in excess of guidelines or was in compliance with retention requirement |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Outstanding Equity (as of Feb 1, 2025) | See selected grants below |
Selected outstanding equity awards (as of FY 2024 year‑end):
- Options: 8/1/2022 grant—2,512 exercisable and 2,513 unexercisable at $150.17, expiring 8/1/2032 .
- Options: 5/1/2023 grant—1,689 exercisable and 5,069 unexercisable at $186.61, expiring 5/1/2033 .
- Options: 5/1/2024 grant—7,140 unexercisable at $178.02, expiring 5/1/2034 .
- RSUs: 8/1/2022—934 RSUs (market value $265,191) and 5,011 make‑whole RSUs (market value $1,422,773) .
- RSUs: 5/1/2023—1,884 RSUs (market value $534,924) .
- RSUs: 5/1/2024—2,800 RSUs (market value $795,004) .
- PSUs (unearned targets): 4,969 (FY 2022 grant), 10,048 (FY 2023 grant), 11,200 (FY 2024 grant) .
Employment Terms
| Provision | Terms for Kristin Wolfe |
|---|---|
| Severance (termination without cause or for good reason) | Cash severance equals 2x base salary; FY 2024 table shows $1,642,850 severance pay, plus $936,425 AIP, $33,213 health, and $3,252,610 equity acceleration . |
| Change‑in‑Control (CIC) | No single‑trigger; double trigger required for acceleration. Upon CIC+qualifying termination: stock options and RSUs fully accelerate; PSUs accelerate at target . |
| Death/Disability | Options and RSUs fully accelerate; PSUs pro‑rated at target . |
| Retirement / Reduction in Force | Pro‑rated vesting for options, RSUs, and PSUs (PSUs pro‑rated based on actual performance) . |
| Make‑Whole Equity Acceleration | Wolfe’s make‑whole RSUs and options fully vest upon termination without cause; scheduled vesting dates: 28.5% on Aug 1, 2023; 28.5% on Aug 1, 2024; 43% on Aug 1, 2025 . |
| Clawbacks | Committee may recoup equity and cash incentives in case of restatement or significant financial harm due to willful actions/gross negligence; policy also compliant with Dodd‑Frank Section 954 and NYSE rules . |
| Tax Gross‑Ups | No excise tax gross‑ups for NEOs . |
| Hedging/Pledging | Prohibited . |
| Pension/SERP | None; no defined benefit plans or SERPs . |
Potential payments table (as of last business day of FY 2024):
| Scenario | Equity Acceleration ($) |
|---|---|
| Retirement or Reduction in Force | 6,855,649 |
| Death or Disability | 9,328,330 |
| Termination relating to CIC | 10,860,701 |
Investment Implications
- Pay‑for‑performance alignment is strong: AIP is 100% tied to Adjusted EBIT and paid 152% on compelling FY 2024 profitability; LTIP mix emphasizes PSUs with 3‑year performance and moves to 65% performance‑based awards in FY 2025, increasing leverage to multi‑year outcomes .
- Retention risk appears contained in near term given substantial unvested RSUs/PSUs and double‑trigger CIC, but the make‑whole grant fully accelerates upon termination without cause, which marginally lowers lock‑in versus standard grants and could reduce post‑termination friction if separation occurs .
- Alignment and governance are favorable: robust stock ownership guidelines (3x salary), clawbacks, and ban on hedging/pledging mitigate agency risk; beneficial ownership is modest at 36,427 shares, but guideline compliance/retention is enforced via mandatory share retention until thresholds are met .
- Trading signals: No hedging/pledging and double‑trigger CIC reduce forced selling risk; monitor upcoming vest dates (Aug 1, 2025 for remaining make‑whole tranche) and PSU certification windows for potential Form 4 activity and supply dynamics; FY 2024 performance momentum (revenues +9%, Adjusted EBIT +28%) supports positive incentive outcomes into the next cycle .