Shira Goodman
Burlington StoresAbout Shira Goodman
Shira D. Goodman, age 64, is an independent director of Burlington Stores, appointed effective January 1, 2025; she serves on the Audit Committee and has been designated an “audit committee financial expert.” She previously served as CEO of Staples and held senior roles across operations, marketing, HR, and growth; earlier in her career she worked at Bain & Company. Education: BA (Princeton), JD (Harvard Law School), and Master’s in Management Science (MIT Sloan).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | Chief Executive Officer | 2016–2018 | Led large-scale retail operations and transformation; deep marketing, HR, and growth experience |
| Staples, Inc. | President & Interim CEO; President, North American Operations; President, North American Commercial; EVP Global Growth; EVP HR; EVP Marketing; various management roles | 1992–2016 | Broad leadership across operations, merchandising, logistics, HR, and marketing |
| Bain & Company | Consultant/Manager | 1986–1992 | Strategy and client engagements |
| Charlesbank Capital Partners | Advisory Director | 2019–2024 | Private equity advisory |
External Roles
| Company | Role | Tenure | Committee/Position |
|---|---|---|---|
| CBRE Group, Inc. | Director; Lead Independent Director | Director since 2019; LID since 2023 (served through May 2025) | Lead Independent Director responsibilities focused on board independence |
| CarMax, Inc. | Director | Since 2007 | Not disclosed |
| Henry Schein, Inc. | Director | 2018–2021 | Not disclosed |
| Staples, Inc. | Director | 2016–2017 | Not disclosed |
| The Stride Rite Corporation | Director | 2002–2007 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; not a chair. The Board designated Ms. Goodman as an “audit committee financial expert.”
- Independence: Board affirmatively determined she is independent, and she meets NYSE/SEC additional independence standards for Audit Committee membership.
- Tenure: Director since 2025; Board size increased to 11 in connection with her appointment.
- Attendance: Burlington’s Board held four meetings in fiscal 2024; each director met at least 75% attendance. Ms. Goodman’s appointment was effective January 1, 2025 (attendance disclosure pertains to fiscal 2024); she is listed on the Audit Committee report, evidencing engagement.
- Governance context: Board declassification approved in 2024; majority of directors are independent; independent Chair; robust director stock ownership guidelines; no hedging or pledging by directors.
Fixed Compensation
| Period | Cash Fees ($) | Notes |
|---|---|---|
| Fiscal 2024 | 9,934 | Pro-rated fees for Board service beginning Jan 1, 2025, inclusive of committee membership fees as applicable |
Performance Compensation
| Period | Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value ($/unit) | Vesting | Notes |
|---|---|---|---|---|---|---|
| Fiscal 2024 | RSUs (Director Annual Program) | May 23, 2024 | 910 RSUs (for then-serving independent directors) | 186.64 | Vest May 23, 2025, subject to continued service | Annual director grant sized at ~$170,000 for FY24 program |
| Fiscal 2024 (pro-rata upon joining) | RSUs | Jan 2, 2025 | 231 RSUs (Ms. Goodman) | 285.80 | Standard director vesting; CoC provision vests 100% only if service ceases post-CoC before vest date | Pro-rata equity at appointment |
No options or performance-based director equity are disclosed for Ms. Goodman; director equity is time-based RSUs under the 2022 Omnibus Incentive Plan.
Other Directorships & Interlocks
| External Board | Relationship to BURL | Potential Interlock/Conflict View |
|---|---|---|
| CBRE Group, Inc. (real estate services) | BURL is a large retail tenant with distribution centers; CBRE is a global real estate services provider | Potential service-provider intersection could arise (e.g., brokerage/advisory). However, Burlington discloses no related person transactions requiring Item 404 disclosure since the beginning of fiscal 2024. |
| CarMax, Inc. (retail – used vehicles) | Different retail vertical; minimal operational overlap | No apparent direct competitive conflict; no related party transactions disclosed. |
- Burlington’s Corporate Governance Guidelines limit director membership on other public company boards, supporting bandwidth and independence.
Expertise & Qualifications
- Skills highlighted by Burlington: Broad-Based Business, Business Development/M&A, Finance, Industry, Leadership, Public Company Board, Real Estate, Sales & Marketing.
- Audit Committee financial literacy and “financial expert” designation under Item 407 of Regulation S-K.
- Education: BA (Princeton), JD (Harvard), MS in Management Science (MIT Sloan).
Equity Ownership
| As of Date | Shares Beneficially Owned | % Outstanding | Composition | Ownership Guidelines & Status |
|---|---|---|---|---|
| March 26, 2025 | 231 | <1% | 231 unvested RSUs outstanding as of Feb 1, 2025 | Non-employee directors must hold stock ≥5x annual base cash retainer; until met, must retain 50% of shares from each grant. As of end of fiscal 2024, each non-employee director either exceeded guidelines or complied with retention requirement. |
- Hedging and pledging of Company stock by executive officers and directors are prohibited.
Governance Assessment
- Positive signals: Independent status with Audit Committee service and “financial expert” designation; majority of director compensation paid in stock; strong director stock ownership guidelines and retention requirements; prohibition on hedging/pledging; no related party transactions disclosed since the beginning of fiscal 2024.
- Engagement: Included on the Audit Committee report and Audit Committee membership effective Jan 1, 2025; Audit Committee met 8 times in fiscal 2024.
- External board load: Current service at CBRE and CarMax fits within Burlington’s guideline-limited approach to outside boards; monitor for any CBRE service-provider interactions, though none are disclosed.
- RED FLAGS: None disclosed regarding related-party transactions, stock pledging/hedging, or attendance shortfalls; director awards are time-based RSUs (no option repricing, no single-trigger CoC vesting).