Matthew Pasch
Burlington StoresAbout Matthew Pasch
Executive Vice President and Chief Human Resources Officer (CHRO) at Burlington Stores since September 17, 2023; age 54. Career at Burlington spans HR leadership roles since 2010; prior 11 years at Finlay Fine Jewelry across HR, stores support, and supply chain operations . In fiscal 2024 (year ended Feb 1, 2025), Burlington delivered 9% total sales growth to $10.6B, net income of $504M (+48% YoY), Adjusted EBIT of $761M (+28% YoY), comps +4%, and 101 net new stores; adjusted EPS +34% YoY to $8.35, evidencing strong execution context for management incentives . Executive pay is tightly linked to performance via an Adjusted EBIT-based annual bonus (100% weighting) and 3-year Adjusted EPS growth PSUs; in 2024, company performance drove a 152% of target annual bonus outcome .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Burlington Stores | EVP & CHRO | Sep 2023 – Present | Leads enterprise human capital strategy and programs |
| Burlington Stores | SVP, Human Resources | Dec 2021 – Sep 2023 | HR leadership across the enterprise |
| Burlington Stores | SVP, Talent Acquisition, Benefits, Compensation, HRIS | Apr 2019 – Dec 2021 | Built and scaled TA, rewards, and HR tech |
| Burlington Stores | VP, Talent Acquisition | Aug 2013 – Apr 2019 | Led talent acquisition during growth phase |
| Burlington Stores | Director, Org Development; Director, HR Stores Support | Apr 2010 – Feb 2013 | OD and field HR support |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Finlay Fine Jewelry | HR, Stores Support, Supply Chain roles | ~1999 – 2010 (11 years) | Multi-functional people and operations experience |
Fixed Compensation
| Item | Fiscal 2024 | Notes |
|---|---|---|
| Base salary rate | $618,000 | 3% increase vs prior year; effective for 2024 |
| Salary paid | $613,846 | Actual cash salary in FY24 |
| Target annual bonus (% of base) | 75% | Threshold 37.5%; Max 150% |
| All other compensation | $31,220 | 401(k) match $13,800; financial planning $15,500; life insurance premiums $1,920 |
Performance Compensation
Annual Incentive (FY2024)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBIT ($M) | 100% | $706 | $761 | 152% of target |
| Individual result | — | Target $463,500 | — | $704,520 paid |
Notes: Threshold at $600M (50% payout), max at $812M (200% payout); straight-line interpolation; Committee did not exercise negative discretion .
Long-Term Incentives – 2024 Annual Grants (granted 5/1/2024)
| Vehicle | Grant date | Amount | Terms |
|---|---|---|---|
| PSUs (target) | 5/1/2024 | 2,107 | 3-year cumulative Adjusted EPS growth (FY24–FY26); payout 50%–200% of target; cliff settle post certification |
| RSUs | 5/1/2024 | 1,054 | Time-based vest 25% annually over 4 years (each May 1), service-based |
| Stock Options | 5/1/2024 | 2,686 | 25% annual vesting over 4 years; strike $178.02; last options in LTIP (options eliminated beginning 2025) |
Historical PSUs (illustrative): The fiscal 2022 PSU cycle (annual Adjusted EPS growth goals per year: 6.7%/13.3%/20% threshold/target/max) paid at an average 133% of target (Pasch earned 493 shares vs 370 target) reflecting 0% (FY22), 200% (FY23), 200% (FY24) annual outcomes .
Equity Ownership & Alignment
Beneficial Ownership and Policy Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 8,400 shares; includes 4,523 options exercisable within 60 days and 807 RSUs vesting within 60 days; <1% of shares outstanding (62,989,824) |
| Stock ownership guidelines | 3x base salary for executive officers; must retain 50% of net after-tax shares until met |
| Compliance status | As of FY24 year-end, each NEO either met the guideline or was in compliance with retention requirement |
| Hedging/pledging | Prohibited for executives; no margin or pledging of company stock |
| 10b5-1 plans | No disclosure of a Pasch plan in FY2025 filings; Q2 2026 10-Q reported a 10b5-1 plan for another officer and none otherwise |
Outstanding and Unvested Equity Detail (as of Feb 1, 2025)
| Grant/Type | Shares | Key terms (vesting/strike) |
|---|---|---|
| Options 5/1/2018 | 282 | $135.37; vested; standard option terms |
| Options 5/1/2019 | 478 | $170.08; vested; standard option terms |
| Options 5/1/2020 | 728 | $179.46; vested; standard option terms |
| Options 5/3/2021 | 432 ex./145 unex. | $326.73; 25% annual vest |
| Options 5/2/2022 | 497 ex./497 unex. | $211.68; 25% annual vest |
| Options 5/1/2023 | 347 ex./1,043 unex. | $186.61; 25% annual vest |
| Options 10/9/2023 | 313 ex./940 unex. | $121.35; 25% annual vest |
| Options 5/1/2024 | 0 ex./2,686 unex. | $178.02; 25% annual vest |
| RSUs 5/3/2021 | 101 unvested | 25% annual vest |
| RSUs 5/2/2022 | 369 unvested | 25% annual vest |
| RSUs 1/9/2023 | 1,808 unvested | 100% vests on 1/9/2026 if employed |
| RSUs 5/1/2023 | 776 unvested | 25% annual vest |
| RSUs 10/9/2023 | 350 unvested | 25% annual vest |
| RSUs 5/1/2024 | 1,054 unvested | 25% annual vest |
| PSUs (FY2022 cycle) | 493 earned | Earned per payout; see PSU section |
| PSUs (FY2023 target) | 1,034 target | 3-year EPS growth (annual measurement for 2023 cycle), outstanding |
| PSUs (FY2024 target) | 2,107 target | 3-year cumulative EPS growth (FY24–FY26), outstanding |
In-the-money value of exercisable options (at $283.93 close on 1/31/2025): approximately $293k, based on option counts/strikes above and the disclosed fiscal year-end market price . Calculation derived from cited data.
Employment Terms
| Provision | Pasch terms |
|---|---|
| Employment framework | Participant in Burlington Executive Severance Plan (no fixed-term employment agreement) |
| Severance (no-Cause / Good Reason) | One year of base salary continuation; pro-rated AIP for the year of termination based on actual results; welfare benefits at active rates while severance is paid; 6 months outplacement |
| Change-in-control (CIC) | Double-trigger: upon CIC plus qualifying termination within 2 years, equity vests (options/RSUs fully; PSUs at target) |
| Restrictive covenants | Non-compete and non-solicit for 1 year post-termination for Pasch; confidentiality and IP covenants apply |
| Clawback | Robust recoupment policy for restatements or significant harm (willful or gross negligence); Dodd-Frank 954-compliant no-fault clawback for 3 years prior to restatement |
| Tax gross-ups | None (no excise tax gross-ups) |
Multi-Year Compensation (Summary)
| Fiscal year | Salary ($) | Stock awards ($) | Option awards ($) | Non-equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 613,846 | 562,721 | 187,268 | 704,520 | 31,220 | 2,099,575 |
| 2023 | 525,707 | 476,285 | 158,782 | 356,604 | 18,823 | 1,536,201 |
Compensation Structure Analysis
- Annual bonus relies solely on Adjusted EBIT, which directly linked payouts to profitability; FY2024 result exceeded target ($761M vs $706M), yielding 152% payout and aligning cash incentives with operating leverage .
- LTIP tilted further to performance: beginning in 2025, the company eliminated options and increased the PSU mix to 65% (from 50%), with the balance in RSUs; this raises performance-contingent equity and reduces leverage from options, lowering compensation risk and potential future selling pressure from option exercises .
- Governance controls: no hedging/pledging, robust clawbacks, ownership guidelines at 3x salary, annual risk assessment, and no repricing without shareholder approval underscore pay discipline and alignment .
- Say-on-pay support was 83% in 2024, indicating general investor acceptance of the pay design and outcomes .
Additional Operating Context (Company Performance During Tenure)
| Metric (Burlington Stores) | FY2023 | FY2024 |
|---|---|---|
| Total revenues ($M) | 9,727 | 10,635 |
| Net income ($M) | — | 504 (+48% YoY) |
| Adjusted EBIT ($M) | — | 761 (+28% YoY) |
| Adjusted EPS ($) | 6.24 | 8.35 (+34% YoY) |
| Comparable store sales | — | +4% |
| Net new stores | — | +101 (relocated 31) |
Investment Implications
- Incentive design creates clear line-of-sight: 100% EBIT bonus metric and 3-year EPS growth PSUs enhance accountability for profitability and earnings quality; FY2024 over-delivery supports high cash bonus payout and validates plan rigor .
- Equity overhang and selling cadence: time-based RSUs and multi-year PSU cycles create periodic vesting events; while hedging/pledging is prohibited, expect normal liquidity around vest dates and tax settlements; elimination of options from 2025 should moderate future option-related selling pressure .
- Retention and alignment: one-year salary severance, double-trigger equity vesting upon CIC, and 3x salary ownership guideline with retention requirements balance retention with shareholder protections; clawbacks reduce downside governance risk .
- Execution context: strong FY2024 fundamentals (sales, margins, EPS) and store growth frame a constructive backdrop for HR-led talent scaling, but relatively modest personal equity stake vs. outstanding shares (<1%) suggests alignment relies more on ongoing equity grants and guidelines than on large direct share ownership .