Ted English
About Ted English
Ted English, age 71, is an independent director of Burlington Stores, Inc. (BURL) who has served on the Board since 2016; his current term runs to the 2026 Annual Meeting under the Board’s phased declassification plan. He serves on the Audit Committee and the Compensation Committee and is designated by the Board as an “audit committee financial expert,” reflecting deep retail operating and financial experience, including prior CEO roles in off-price retail .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bob’s Discount Furniture, Inc. | Executive Chairman | Mar 2016–present | Board director since 2015; governance/oversight roles |
| Bob’s Discount Furniture, Inc. | Chief Executive Officer | 2006–Mar 2016 | Led scaling; operational and merchandising leadership |
| TJX Companies, Inc. | President & Chief Executive Officer | 1999–2005 (President), 2000–2005 (CEO) | Oversaw off-price strategy; chair of The Marmaxx Group 2000–2004 |
| TJX Companies, Inc. | Various executive/merchandising positions | 1983–1999 | Supply chain, merchandising, finance exposure |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| BJ’s Wholesale Club, Inc. | Director | Public | 2006–2011 |
| Rue Gilt Groupe (Rue La La) | Director | Private | 2013–present |
| Natixis Global Asset Management – Board of Trustees (multi-affiliate funds) | Trustee | Private fund complex | 2011–present |
| Bob’s Discount Furniture, Inc. | Director | Private | 2015–present |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO are independent; Ted English meets NYSE and SEC independence standards, including additional Audit and Compensation Committee independence requirements .
- Committee assignments: Audit Committee member and designated financial expert; Compensation Committee member; Audit chaired by Paul J. Sullivan; Compensation chaired by Jordan Hitch .
- Attendance: Board held four meetings in fiscal 2024; each director attended at least 75% of Board and committee meetings of which they were a member .
- Executive sessions: Independent directors hold executive sessions; the independent Chairman presides .
- Stockholder engagement and responsiveness: Program engaged holders of ~59% of shares; governance enhancements include proxy access, majority voting, declassification, and increased PSU weighting for executives .
Fixed Compensation
| Component | Burlington Program (FY2024) | Ted English (FY2024 actual) |
|---|---|---|
| Annual base cash retainer | $95,000 | Included in cash fees |
| Committee cash retainers | Audit Chair $35,000; Audit member $18,000; Compensation Chair $30,000; Compensation member $12,000; NCGC Chair $22,500; NCGC member $10,000; Independent Board Chair $200,000 | Included in cash fees as Audit and Compensation member |
| Meeting fees | None | N/A |
| Equity (annual RSU grant) | $170,000 market value; RSUs granted following Annual Meeting; vest on May 23, 2025; majority of director pay in stock | $169,842 grant-date fair value; 910 RSUs at $186.64 per unit granted May 23, 2024 |
| Total FY2024 director comp | Mix of cash and equity aligned with peers; no perquisites (expense reimbursement only) | Cash $124,766; Stock $169,842; Total $294,608 |
Equity award terms: Director RSUs vest on May 23, 2025 (pro-rata vesting on retirement; full vesting on death; double-trigger vesting on change in control with board departure prior to vest date). No voting/dividend rights prior to vesting; no acceleration solely on change in control .
Performance Compensation
- Not applicable for non-employee director compensation: Burlington’s director program uses fixed cash retainers and time-based RSUs; no director performance metrics or options are used .
Other Directorships & Interlocks
- Current public company directorships: None disclosed (prior: BJ’s Wholesale Club, Inc. 2006–2011) .
- Compensation Committee interlocks: Burlington discloses no interlocks; none of the Compensation Committee members (including English) have relationships requiring disclosure; no reciprocal executive-officer/director interlocks with other issuers in FY2024 .
- Related-party transactions: None requiring Item 404 disclosure since the beginning of fiscal 2024 through the proxy filing date .
Expertise & Qualifications
- Retail operations and merchandising expertise; leadership in off-price retail; finance and supply chain; real estate and sales/marketing insights. Designated audit committee financial expert under Regulation S-K Item 407 .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 8,415 shares; less than 1% of outstanding common stock |
| Components | Includes 910 shares underlying unvested director RSUs scheduled to vest within 60 days of March 26, 2025 |
| Ownership guidelines | Non-employee directors must hold ≥5x annual base cash retainer; all directors either exceed guideline or comply via retention requirement |
Hedging/pledging: Directors are prohibited from hedging or pledging Burlington stock; short sales and margin accounts also prohibited, reducing alignment risk concerns .
Governance Assessment
- Strengths: Independence; dual committee service (Audit and Compensation) with financial expert designation; robust stock ownership guidelines; prohibition on hedging/pledging; clawback policies including Dodd-Frank compliant recovery; director pay in majority equity; no related-party transactions disclosed .
- Potential concerns: None disclosed regarding attendance, conflicts, or pay anomalies. Burlington’s Board “over-boarding” safeguards limit external board service; English appears within policy (≤3 other public boards; he currently holds no public company directorships) .
- Investor signals: Stable, committee-active independent director with relevant sector expertise; governance practices (majority voting, proxy access, double-trigger vesting, clawbacks) support investor confidence. 2024 Say-on-Pay support at ~83% indicates overall compensation governance acceptance by shareholders .
Director compensation, equity award structures, and governance policies suggest alignment and risk mitigation, with no reportable conflicts or red flags disclosed in the latest proxy .