Michael Goodwin
Burlington StoresAbout Michael Goodwin
Independent director of Burlington Stores since 2020 (age 64), serving on the Audit Committee. Goodwin brings 30+ years of retail information technology leadership, including cybersecurity risk management, fraud prevention, and large-scale IT transformations; he holds NACD Directorship Certification and currently serves on the board of Cracker Barrel Old Country Store (since 2024) . The Board affirms his independence under NYSE and SEC rules, and that he meets heightened Audit Committee independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSmart, Inc. | Senior Vice President & Chief Information Technology Officer | 2014–2023 | Led cybersecurity, fraud prevention, IT transformations, strategic partnerships |
| Hallmark Cards, Inc. | SVP & Chief Information Officer, Technology & Business Enablement; earlier IT analyst | 1990–2014 (CIO 2006–2014) | Oversaw enterprise IT and business enablement across retail operations |
| U.S. Army | Officer | Prior to Hallmark | Early leadership and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Director | Since 2024 | Public company board; committee assignments not disclosed in BURL proxy |
| NACD | Directorship Certification | Current | Governance training and credential |
Board Governance
| Attribute | Details |
|---|---|
| Committee Memberships | Audit Committee member (not Chair) |
| Audit Committee Scope | Oversight of financial reporting, internal controls, internal audit, auditor independence, legal/regulatory compliance; risk assessment and risk management; Information Security and AI governance; ethics and compliance program oversight |
| Independence | Independent director; meets Audit Committee independence requirements |
| Board/Class and Tenure | Director since 2020; term expiring at the 2027 Annual Meeting |
| Attendance | Board held 4 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting |
| Committee Meetings | Audit Committee held 8 meetings in FY2024 |
| Engagement | Board conducts annual self-evaluations; stockholder outreach and executive sessions of independent directors; independent Board Chair |
Fixed Compensation
| Component | FY2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $112,766 | Program mix of base retainer and committee fees; no meeting fees |
| Annual Base Retainer (Program) | $95,000 | Increased $5,000 in Feb 2024 to align with peer median |
| Audit Committee Member Retainer (Program) | $18,000 | Non-Chair member fee |
| Meeting Fees | $0 | Directors do not receive meeting fees |
| Independent Board Chair Additional Retainer (Program reference) | $200,000 | For Chair role; not applicable to Goodwin |
| FY2024 Director Compensation (Total) | Cash ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Michael Goodwin | $112,766 | $169,842 | — | — | $282,608 |
Equity-heavy mix aligns with governance philosophy; directors’ compensation targeted near peer median and majority paid in stock .
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Change-in-Control Terms | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs (annual) | May 23, 2024 | 910 units | $169,842 aggregate; $186.64 per unit for non-employee directors | Vest on May 23, 2025, subject to continued service | No single-trigger acceleration; 100% vest if service ceases following a change in control and before vest date | None; director RSUs are time-based, not tied to performance |
| Performance Metrics Used in Director Compensation | Applies? | Detail |
|---|---|---|
| Company financial or TSR metrics | No | Director equity grants (RSUs) are service-based only |
| ESG/other non-financial metrics | No | Not disclosed for director awards |
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Restaurants | Director | No related-party transactions disclosed at Burlington since start of FY2024; low direct supplier/customer overlap with off-price retail |
Expertise & Qualifications
- Information technology leadership in retail; cybersecurity, fraud prevention, and IT transformations .
- Supply chain and industry experience; public company board experience .
- NACD Directorship Certification; prior military leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 3,559 | As of March 26, 2025; includes shares issuable within 60 days per Rule 13d-3 |
| Shares Outstanding (reference for % calc) | 62,989,824 | As of March 26, 2025 |
| Ownership as % of Shares Outstanding | ~0.0057% | 3,559 ÷ 62,989,824 (computed from cited figures) |
| Unvested RSUs Outstanding | 910 | As of Feb 1, 2025 for each independent director |
| Hedging/Pledging Policy | Prohibited | Directors cannot hedge, short, trade options, hold on margin, or pledge company stock |
| Director Ownership Guidelines | ≥5x annual base cash retainer | For non-employee directors; retain 50% of net shares until guideline met |
| Guideline Dollar Reference | $475,000 | 5 × $95,000 base retainer |
| Compliance Status | In compliance or subject to retention requirement | Company states all non-employee directors meet/exceed or are in compliance via retention requirement as of FY2024 end |
Governance Assessment
- Strengths: Independent status; Audit Committee membership with explicit oversight of Information Security and AI governance (aligned with deep IT background); strong attendance; equity-heavy director pay; robust hedging/pledging prohibitions; stock ownership guidelines; no meeting fees; independent compensation consultant and peer benchmarking for director compensation .
- Alignment signals: FY2024 compensation mix ~60% equity (169,842 / 282,608), consistent with “majority stock” philosophy; annual RSU grants with service-based vesting and double-trigger change-in-control protection mitigate misalignment risk .
- Conflicts/Related Parties: No related person transactions requiring disclosure since start of FY2024; corporate governance guidelines limit director memberships on other public company boards; independent Board Chair; executive sessions of independent directors .
- Watch items: Ownership guideline measured by value multiple (5× base retainer) and market fluctuations could affect ongoing compliance; per-unit RSU grant values can vary year-to-year with market price; ensure continued oversight of cybersecurity/AI risks via Audit Committee given Goodwin’s domain expertise .
Overall, Goodwin’s profile and committee placement suggest strong board effectiveness on technology and risk oversight, with low apparent conflicts and solid alignment through equity-based compensation and ownership policies .