Michael O’Sullivan
Burlington StoresAbout Michael O’Sullivan
Michael O’Sullivan, 61, has been Chief Executive Officer of Burlington Stores since September 2019 and a director since 2019, bringing 25+ years of off‑price retail leadership (Ross Stores COO/President) and prior strategy experience at Bain & Company . In fiscal 2024, Burlington delivered revenues of $10.64B (+9% YoY), net income of $504M (+48% YoY), and Adjusted EBIT of $745M; comparable sales rose 4% and 101 net new stores opened . On pay-versus-performance disclosures, Burlington’s TSR value rose to 130.56 (base $100 in 2020) alongside net income of $504M and Adjusted EBIT of $761M for 2024 (as defined) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ross Stores, Inc. | President & Chief Operating Officer; prior roles (2003–2009) | 2009–2019 (Ross), 2003–2009 (various) | Senior operating leadership at a major off‑price retailer |
| Bain & Company | Partner (retail strategy and performance improvement) | 1991–2003 | Strategy and performance improvement advisory experience in retail |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ross Stores, Inc. | Director | 2014–2019 | Prior public board service; no current public company directorships disclosed |
Fixed Compensation
Multi-year summary compensation (CEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,382,500 | 1,459,231 | 1,475,277 |
| Stock Awards ($) | 7,309,310 | 7,665,192 | 7,895,009 |
| Option Awards ($) | 2,440,115 | 2,556,440 | 2,628,235 |
| Non‑Equity Incentive ($) | 1,680,000 | 2,163,000 | 3,386,393 |
| All Other Comp ($) | 13,979 | 15,120 | 15,720 |
| Total ($) | 12,825,904 | 13,858,983 | 15,400,634 |
Additional 2024 fixed-comp facts:
- Base salary effective for AIP target setting: $1,485,260 (3% increase vs prior year) .
- CEO receives no additional compensation for director service .
Performance Compensation
Annual Incentive (AIP) design and outcome (FY 2024):
- Metric: Adjusted EBIT (100% weighting) with payout scale 0%/50%/100%/200% at <$600M/$600M/$706M/$812M .
- Result: Adjusted EBIT $761M → 152% payout factor; CEO earned $3,386,393 .
Long‑Term Incentive (LTIP) structure and grants:
- 2024 mix: PSUs, RSUs, stock options (same mix as 2023); beginning with grants on/about May 1, 2025, options eliminated and LTIP mix shifts to 65% PSUs / 35% RSUs (increasing performance‑based weighting) .
- 2024 grant detail (CEO):
- PSUs (Adjusted EPS growth over FY24–FY26; 50–200% payout): 29,566 target units (grant-date value $5,263,339) .
- RSUs (4-year vest, 25% annually): 14,783 units (grant-date value $2,631,670) .
- Options (strike $178.02, 10-year term to 5/1/2034; 4-year vest, 25% annually): 37,697 options (grant-date value $2,628,235) .
- PSU performance results (2012 grant cycle matured in FY2024): 2022 PSUs paid at 133% of target on multi‑year Adjusted EPS growth path (-49%, +44%, +35% → 0%, 200%, 200% by year); CEO target 23,020 units, earned 30,617 units .
Performance compensation table (selected 2024 components):
| Plan | Metric | Weight | Target | Actual/Status | Payout/Terms |
|---|---|---|---|---|---|
| AIP FY2024 | Adjusted EBIT | 100% | $706M | $761M | 152% of target |
| PSUs FY2024 grant | Adjusted EPS growth (FY24–FY26) | n/a | 50–200% payout band | In-progress | Vests post FY26 certification |
| RSUs FY2024 grant | Service-based | n/a | 25%/yr over 4 yrs | In-progress | Annual tranches |
| Options FY2024 grant | Price appreciation | n/a | Strike $178.02 | Exp. 5/1/2034 | 25%/yr vest 4 yrs |
Equity Ownership & Alignment
- Beneficial ownership (as of March 26, 2025): 400,638 shares; includes 295,846 options exercisable within 60 days and 11,625 RSUs scheduled to vest within 60 days; ownership <1% of outstanding .
- Outstanding awards detail (selected, at FY2024 YE):
- Unexercised options: multiple grants outstanding; 2024 grant 37,697 unexercised (strike $178.02; exp. 5/1/2034); prior grants include 2019–2023 issuances .
- Unvested RSUs: 14,783 (2024), 10,269 (2023), 5,755 (2022), 1,629 (2021) .
- Outstanding PSUs: 59,132 (2024 target max banded), 54,768 (2023 banded); 30,617 from 2022 cycle earned .
- Ownership guidelines: CEO must hold ≥6x base salary; all NEOs either meet guidelines or comply with retention requirements (50% net shares retention until met) .
- Hedging/pledging: Prohibited for executives and directors (no pledging as collateral; no short sales or derivatives) .
- 2024 vesting activity: CEO had 10,895 shares vest; 4,764 withheld to cover taxes; no option exercises disclosed in 2024 .
Employment Terms
- Start date and tenure: CEO since September 2019 .
- Severance (without cause / for good reason): cash equal to 2x base salary plus 2x target annual bonus; continuation of health benefits for 2 years; prior-year unpaid bonus also payable .
- Change in control: double‑trigger; upon CIC plus qualifying termination, equity accelerates (PSUs at target), and RSUs/options fully accelerate .
- Restrictive covenants: confidentiality/IP; non‑compete and non‑solicitation for 2 years post-termination for CEO (1 year for certain other executives) .
- Clawbacks: robust company policy and Dodd‑Frank compliant recovery policy for erroneously awarded incentive compensation (3-year lookback on restatement) .
- Perquisites: limited (401(k) match, life insurance premium, financial planning for some NEOs); CEO 2024 “All Other Comp” $15,720 .
Board Governance
- Role: Director since 2019; no board committees .
- Leadership structure: Independent Chair (John J. Mahoney); CEO is not Chair; Board will be fully declassified by 2027 .
- Independence: 10 of 11 directors independent .
- Committee oversight: Audit, Compensation, Nominating & Corporate Governance committees chaired by independent directors .
Compensation Committee, Consultant, Peer Group, and Say‑on‑Pay
- Independent consultant: Meridian Compensation Partners; no conflicts identified .
- Peer group (used for FY2024 decisions): Abercrombie & Fitch; American Eagle; Big Lots; Dick’s; Dollar Tree; Five Below; Foot Locker; Kohl’s; Macy’s; RH; Ross; TJX; Tractor Supply; Ulta; V.F. Corp; Williams‑Sonoma; adjustments approved for FY2025 (removed Big Lots, RH; added Bath & Body Works, Gap, Nordstrom) .
- Targeting philosophy: high performance generally targeted above market medians; market data used as frame of reference .
- Say‑on‑Pay 2024: 83% support; committee increased future PSU mix to 65% starting with 2025 grants based on feedback .
Director Compensation (context for dual-role)
- CEO receives no additional fees for board service .
- Independent directors are paid cash retainers and annual RSUs (2024 RSU grant ~910 units; vesting following year) .
Related‑Party Transactions and Risk Indicators
- Related‑party transactions: None requiring disclosure since beginning of FY2024 .
- Red‑flag mitigants: No single‑trigger vesting on CIC; no option repricing without stockholder approval; no excise tax gross‑ups; hedging/pledging prohibited; annual risk assessment indicates policies do not encourage excessive risk‑taking .
Compensation Structure Analysis
- Shift toward performance-based equity: PSUs increase from 50% of LTIP in pre‑2025 grants to 65% beginning 2025, replacing options, tightening pay-for-performance linkage to EPS growth (while simplifying the program) .
- AIP simplification: single metric (Adjusted EBIT) with wider threshold (50%) and fixed target; 2024 paid at 152% reflecting above‑plan profitability .
- Ownership alignment: stringent 6x salary CEO ownership guideline with retention policy; hedging/pledging bans .
- No pension/SERP and limited perquisites: program emphasizes at‑risk pay (CEO ~89.6% at‑risk at target) .
Trading Signals and Vesting Calendar
- Annual equity grant date and vesting cadence: grants on May 1 (or first business day thereafter); RSUs and options vest 25% annually over 4 years; PSUs cliff-vest post certification at end of 3‑year performance period .
- Near‑term supply: 11,625 CEO RSUs scheduled to vest within 60 days of March 26, 2025 (i.e., by late May 2025), with typical tax‑withholding share sales possible per policy .
Investment Implications
- Pay-for-performance is anchored to profitability (AIP: Adjusted EBIT) and multi‑year EPS growth (PSUs), with 2024 results driving a 152% AIP payout; future LTIPs increase PSU share to 65%, strengthening alignment while removing option convexity .
- Retention risk appears mitigated by substantial unvested equity, double‑trigger CIC protection, and two‑year non‑compete/non‑solicit covenants for the CEO .
- Insider‑selling pressure may be episodic around May vesting cycles (e.g., ~11.6k RSUs vesting within 60 days of 3/26/25; prior year ~10.9k shares vested), typically with a portion withheld for taxes .
- Governance quality is supported by an independent Chair, majority‑independent board and committees, clawbacks, hedging/pledging prohibitions, and no CIC tax gross‑ups or option repricing, reducing headline governance risks .