Laura J. Sen
Burlington StoresAbout Laura J. Sen
Independent director of Burlington Stores (BURL) since 2018; age 68; former Non‑Executive Chairman and CEO of BJ’s Wholesale Club with 25+ years of retail leadership spanning operations, merchandising, logistics, and finance. Currently serves on BURL’s Audit Committee and has been designated an “audit committee financial expert.” The Board has affirmatively determined she is independent under NYSE rules. In fiscal 2024, she attended at least 75% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club, Inc. | Chief Executive Officer | 2009–2016 | Led growth from early-stage to Fortune 500; deep operations/merchandising/logistics expertise |
| BJ’s Wholesale Club, Inc. | Non‑Executive Chairman | 2016–2018 | Board leadership; strategic oversight |
| BJ’s Wholesale Club, Inc. | COO; EVP Merchandising & Logistics | 2007–2009; 1997–2003 | Supply chain, merchandising leadership |
| Sen Retail Consulting | Principal | 2003–2006 | Advised retail companies on merchandising/logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NCR Voyix Corporation | Director | Since 2022 | Public company board |
| EMC Corporation | Director | 2015–2016 | Public company board |
| rue21, inc. | Director | 2012–2013 | Public company board |
| BJ’s Wholesale Club, Inc. | Director | 2008–2018 | Public company board |
| Abington Bancorp, Inc. | Director | 2001–2004 | Public company board |
| Massachusetts Mutual Life Insurance Co. | Director | Since 2012 | Non‑public/insurance oversight |
| Massachusetts Port Authority | Director | Since 2017 | Public sector/port governance |
| Federal Reserve Bank of Boston | Director | 2014–2016 | Regional central bank oversight |
Board Governance
- Committee assignments: Audit Committee member; designated audit committee financial expert; meets SEC/NYSE financial literacy standards.
- Independence: Board determined all directors other than the CEO are independent; Sen meets stricter Audit Committee independence requirements.
- Attendance: Each director attended ≥75% of Board and committee meetings in fiscal 2024.
- Board leadership: Independent Board Chair (John Mahoney); no Lead Independent Director required.
- Executive sessions: Independent directors meet in executive session during regular Board meetings.
- Election support (2025 Annual Meeting): Votes For 59,420,031; Against 78,662; Abstained 15,240; Broker non‑votes 928,081.
- Declassification of Board approved overwhelmingly in 2024; phased one‑year terms begin with 2025 meeting.
Fixed Compensation
- Director compensation structure (cash):
- Annual base retainer: $95,000
- Audit Committee member: $18,000 (Chair: $35,000)
- Compensation Committee member: $12,000 (Chair: $30,000)
- Nominating & Corporate Governance Committee member: $10,000 (Chair: $22,500)
- Independent Board Chair additional retainer: $200,000
- No meeting fees; cash paid quarterly and pro‑rated as needed.
| Item | Fiscal 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (Sen) | $112,766 |
| Stock Awards (Grant‑date fair value) | $169,842 |
| Total Director Compensation (Sen) | $282,608 |
Performance Compensation
| Equity Grant | Terms | Vesting | Change‑of‑Control | Dividends/Voting |
|---|---|---|---|---|
| Annual RSUs to independent directors | Value: $170,000 (increased from $165,000 in 2023) | 910 RSUs granted May 23, 2024; scheduled to vest May 23, 2025 | No single‑trigger acceleration; 100% vest if service ceases after a change‑in‑control and before vest date (double trigger) | No dividend/voting rights prior to vesting; directors receive rights only upon vesting |
Other Directorships & Interlocks
- Compensation Committee interlocks: Committee members (English, Hitch, Tocio) had no interlocks/insider participation; Sen is not on the Compensation Committee.
- Related party transactions: None requiring disclosure since start of fiscal 2024.
Expertise & Qualifications
- Skills matrix: Broad‑based business; finance; retail industry; IT/security; leadership; public company board; real estate; sales/marketing; supply chain.
- Audit committee financial expert designation.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Sen) | 5,826 shares; <1% of outstanding |
| Vested vs. unvested | Includes 910 unvested RSUs scheduled to vest within 60 days of Mar 26, 2025 (counted for beneficial ownership under SEC rules) |
| Shares pledged/hedged | Prohibited by company policy; directors may not hedge or pledge BURL stock. |
| Ownership guidelines | Non‑employee directors must own ≥5x annual base cash retainer; as of fiscal 2024, each non‑employee director either exceeded guideline or complied with retention requirements. |
Governance Assessment
- Alignment: Majority of director pay delivered in stock; strict stock ownership guidelines; robust clawback/recoupment policies embedded in incentive plan.
- Oversight: Sen’s audit credentials and “financial expert” designation strengthen committee effectiveness; independence affirmed.
- Shareholder support: Strong 2025 election support (59.42M For vs. 78.7k Against); say‑on‑pay support 2024 ~83% and 2025 53.0M For vs. 6.47M Against.
- Conflicts: No related party transactions disclosed; board service limits in governance guidelines reduce overboarding risk.
- RED FLAGS: None disclosed—no pledging/hedging, no related party transactions, attendance above minimum, independent status, and double‑trigger equity vesting (shareholder‑friendly).
Overall, Laura J. Sen exhibits strong audit and retail operating expertise with clean independence, solid attendance, and shareholder‑aligned compensation/ownership, reinforcing investor confidence in BURL’s board oversight.