Paul J. Sullivan
Burlington StoresAbout Paul J. Sullivan
Paul J. Sullivan is an independent director of Burlington Stores, Inc. and currently serves as Chair of the Audit Committee; he is a retired Partner of PricewaterhouseCoopers LLP (PwC) and a certified public accountant with extensive finance and audit expertise . He has been on the BURL board since 2012 and is affirmatively determined independent under NYSE standards; in fiscal 2024 each director attended at least 75% of Board and committee meetings . Mr. Sullivan is recognized by the Board as an “audit committee financial expert” and has no other current public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner | 1983–2009 | Member, Board of Partners; Chair, Finance Committee; member, Management Evaluation & Compensation, Admissions, and Strategy Committees; CPA |
External Roles
| Company/Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No current public company boards | — | None disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert”; Audit Committee met 8 times in fiscal 2024 .
- Independence and attendance: Board has determined Mr. Sullivan is independent; in fiscal 2024, each director attended at least 75% of Board and committee meetings .
- Audit Committee scope: Oversees financial reporting, internal controls, enterprise risk management, ethics/compliance, information security (including cybersecurity), and AI governance; the committee (through its chair) also has delegated authority to pre-approve auditor services, with reporting to the full committee .
- Executive sessions: Independent directors hold executive sessions during regularly scheduled Board meetings .
Governance Metrics
| Metric | Value |
|---|---|
| Board meetings (fiscal 2024) | 4 meetings |
| Audit Committee meetings (fiscal 2024) | 8 meetings |
| Director independence | Independent under NYSE standards |
| Attendance | Each director ≥75% of Board/committee meetings |
Fixed Compensation
| Component (Fiscal 2024) | Amount |
|---|---|
| Base cash retainer | $95,000 |
| Audit Committee Chair retainer | $35,000 |
| Meeting fees | None (no meeting fees paid) |
| Total cash fees paid to Mr. Sullivan | $129,533 |
Notes: In February 2024, the Board increased the annual base retainer by $5,000 and the Audit Committee Chair retainer by $5,000 to align with market medians; Board Chair receives an additional $200,000 (not applicable to Mr. Sullivan) .
Performance Compensation
| Grant Date | Instrument | # of Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| May 23, 2024 | RSUs | 910 | $169,842 | Cliff vest May 23, 2025 (subject to continued service) |
- Director equity is delivered as time-based RSUs; no performance metrics apply to director grants .
- Option awards: None for directors in fiscal 2024 (Option Awards column “—”) .
- Majority of director compensation is paid in stock to align with stockholders .
Pay Metrics Used for Director Equity
| Metric | Design |
|---|---|
| Performance metrics | Not applicable (time-based RSUs only) |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| — | None | — | None reported |
Expertise & Qualifications
- CPA and former PwC partner with >35 years in corporate finance, accounting, and financial reporting; brings deep audit and financial oversight capability .
- Audit Committee financial expert as defined by SEC rules .
- Risk oversight experience spans ERM, information security/cybersecurity, and AI governance through Audit Committee responsibilities .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,393 shares (<1% of outstanding) |
| Unvested RSUs included | 910 RSUs scheduled to vest within 60 days of March 26, 2025 |
| Stock ownership guideline (directors) | 5x annual base cash retainer; directors either exceed guideline or comply with 50% retention until met |
| Pledging/hedging | Prohibited for directors and executive officers |
Governance Assessment
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Strengths
- Independent Audit Chair with SEC-designated “financial expert” status; robust scope covering financial reporting, ERM, cybersecurity, and AI governance .
- Clean conflicts profile: no related-person transactions requiring disclosure since start of fiscal 2024; no hedging or pledging permitted for directors .
- Strong pay alignment for directors: majority of compensation in equity; standardized cash retainer structure; no meeting fees; RSUs vest with continued service .
- Ownership alignment: directors guided by 5x retainer ownership policy with compliance/retention requirements .
- Shareholder environment: 2024 Say‑on‑Pay support at ~83%, indicating overall investor support for compensation governance .
-
Watch items / potential risks
- Board refreshment: Mr. Sullivan’s long tenure (director since 2012) places emphasis on continued refreshment; the Board has no mandatory retirement age or term limits but relies on annual evaluations and has declassified the Board on a phased basis to 2027 .
- Audit Chair pre-approval authority (standard practice) centralizes approvals; mitigated by subsequent full committee review/reporting .
Potential Conflicts or Related-Party Exposure
- Related-person transactions: None requiring disclosure since the beginning of fiscal 2024 through the proxy date .
- Auditor oversight: Audit Committee directly oversees Deloitte; independence processes in place; Chair (Mr. Sullivan) may pre-approve services with reporting to the full committee .
- Hedging/pledging: Prohibited for directors and executive officers .