Michael Skirvin
Burlington StoresAbout Michael Skirvin
Independent director appointed to Burlington Stores’ Board effective November 18, 2025; concurrently joined the Audit Committee. Previously CEO of Bob’s Discount Furniture (2016–2020), President & COO (2011–2016), and senior roles at The TJX Companies (1989–2010), including SVP Corporate Controller, SVP Real Estate & New Business Development, and COO of A.J. Wright. Independence evidenced by compensation under Burlington’s “standard independent, non-management director” program; no related-party transactions disclosed at appointment. Age and education not disclosed. Tenure begins November 18, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bob’s Discount Furniture | Chief Executive Officer | 2016–2020 | Led growth and operations of national discount furniture retailer |
| Bob’s Discount Furniture | President & Chief Operating Officer | 2011–2016 | Oversaw operations and strategic execution |
| The TJX Companies | SVP Corporate Controller | 1999–2004 | Senior finance leadership at off-price retail leader |
| The TJX Companies | SVP Real Estate & New Business Development | 2004–2007 | Portfolio expansion and new business initiatives |
| The TJX Companies (A.J. Wright division) | Chief Operating Officer | 2007–2010 | Division operations leadership in off‑price retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed at appointment |
Board Governance
- Appointment: Elected August 19, 2025; effective November 18, 2025 .
- Committee assignment: Audit Committee member effective November 18, 2025 .
- Independence: Compensated under “standard independent, non‑management director” program; Board prohibits director hedging/pledging; majority of director compensation paid in stock .
- Attendance: Fiscal 2024 Board held 4 meetings; all directors met ≥75% attendance—Skirvin not yet in role in FY2024; his attendance will first be reported in the next proxy .
- Executive sessions: Independent chair presides; regular sessions without management .
Fixed Compensation
| Component | Amount (USD) | Detail | Source |
|---|---|---|---|
| Annual base Board retainer | $95,000 | Cash; increased in Feb 2024 | |
| Audit Committee – non‑chair retainer | $18,000 | Cash | |
| Compensation Committee – non‑chair retainer | $12,000 | Cash | |
| Nominating & Corporate Governance – non‑chair retainer | $10,000 | Cash | |
| Audit Committee Chair | $35,000 | Cash | |
| Compensation Committee Chair | $30,000 | Cash | |
| Nominating & Corporate Governance Chair | $22,500 | Cash | |
| Independent Board Chair add’l retainer | $200,000 | Cash |
For Skirvin specifically: Board retainer $95,000 and Audit Committee retainer $18,000 per the appointment 8‑K .
Performance Compensation
| Equity Award | Grant Value | Vesting | Notes | Source |
|---|---|---|---|---|
| Annual RSU grant (directors) | $170,000 | Typically one‑year vest; FY2024 RSUs scheduled to vest May 23, 2025 | Majority of director comp in stock; Ms. Goodman received pro‑rated RSUs at appointment | |
| Skirvin RSU grant | $170,000 | Not disclosed; effective Nov 18, 2025 appointment | RSU grant per standard director program; share count/vesting dates not disclosed |
Performance metric table (directors): Not applicable—director equity awards are time‑based RSUs; no performance (PSU/metric) component for directors .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| Bob’s Discount Furniture | Former CEO/COO | None current | Furniture retail; not direct competitor; no related‑party transactions disclosed |
| The TJX Companies | Former senior executive | None current | TJX is a major off‑price competitor; prior employment only; no related‑party transactions disclosed |
Expertise & Qualifications
- Deep off‑price retail operations and finance expertise (TJX roles spanning controller, real estate/business development, and division COO) .
- Multi‑unit retail leadership and P&L accountability from CEO/COO roles at Bob’s Discount Furniture .
- Governance fit for Audit Committee service given controller/finance background .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael Skirvin | Not yet disclosed | — | Joined after FY2024 record date; no Form 4 located as of Nov 19, 2025 |
Stock ownership guidelines: Non‑employee directors must hold shares valued at ≥5x annual base cash retainer; until compliant, must retain 50% of net shares from equity grants. Hedging/pledging prohibited for directors .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| Say‑on‑Pay (2025 AGM) | 53,015,094 | 6,473,424 | 25,415 | 928,081 | Approx. 83% support in 2024; 2025 final votes above reflect continued support; Board engages investors and refined LTIP mix to 65% PSUs/35% RSUs for NEOs beginning May 1, 2025 . |
| Amended 2022 Omnibus Incentive Plan | 56,723,678 | 2,770,793 | 19,462 | 928,081 | Plan amendment approved at 2025 AGM . |
Related‑Party Transactions & Red Flags
- Related‑party transactions: None involving Skirvin at appointment (Item 404(a) statement) .
- Hedging/pledging: Prohibited for directors and executives .
- Tax gross‑ups: None for executives (and no director perquisites) .
- Attendance: Company standard ≥75% met by FY2024 directors; Skirvin attendance to be reported in next proxy .
- Option repricing: Prohibited without shareholder approval .
Compensation Structure Analysis (Director)
- Cash vs equity mix: Majority of director compensation paid in stock; cash retainers increased modestly in Feb 2024 to align with peer median .
- No meeting fees; compensation structured as retainer plus RSUs; no performance metrics tied to director equity grants (governance‑aligned simplicity) .
Compensation Committee Context (for governance quality)
- Independent consultant (Meridian) advises Compensation Committee; proactive LTIP mix shift to increase PSU weight (65% for NEOs starting 2025) .
- Strong recoupment/clawback policies (Dodd‑Frank compliant and additional Company policy) .
Governance Assessment
- Strengths: Independent appointment with Audit Committee role; robust governance policies (stock ownership guidelines, prohibition of hedging/pledging, majority stock‑based director pay); no related‑party transactions at appointment; active shareholder engagement and majority voting standard .
- Considerations: Prior senior leadership at TJX (a competitor) may enhance competitive insight but warrants ongoing monitoring for conflicts; none disclosed and no transactions reported. Attendance and ownership compliance for Skirvin will be trackable after FY2025 reporting cycle .
- Overall: Appointment supports Board effectiveness, particularly Audit oversight, with strong alignment and minimal conflict signals at entry .
Sources: Burlington 2025 DEF 14A (governance, director pay program, ownership guidelines) ; 8‑K appointing Michael Skirvin (effective date, Audit Committee, pay terms, 404(a) statement) ; 8‑K 5.07 vote results (AGM voting outcomes) ; Company press release confirming appointment and background .