William McNamara
Burlington StoresAbout William McNamara
William McNamara, 74, is an independent director of Burlington Stores, Inc. (BURL) who has served on the Board since 2014. A veteran retail operator, he previously held senior leadership roles at Macy’s, Inc. and The May Department Stores Company, with deep expertise in merchandising, store operations, product development, and supply chain. He currently serves on Burlington’s Nominating & Corporate Governance Committee and is classified as independent under NYSE standards. His current director term runs to the 2027 Annual Meeting as part of Burlington’s phased board declassification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | President, Macy’s Reinvent Strategies | 2008–2009 | Led strategic initiatives to reinvent formats/brands post-integration |
| Macy’s, Inc. (Midwest Division) | Chairman & Chief Executive Officer | 2005–2008 | P&L leadership of a major divisional business |
| The May Department Stores Company | Vice Chairman (responsible for all department store divisions) | 2000–2005 | Oversight of all divisions through to the Federated (Macy’s) acquisition |
| The May Merchandising Company | President | 1998–2000 | Led brand merchandising and product development across banners |
| Filene’s (May Department Stores) | Merchandising roles | Early career | Rose through merchandising ranks |
External Roles
| Category | Role/Company | Tenure | Notes |
|---|---|---|---|
| Public company boards | None reported | — | No current other public boards disclosed |
Board Governance
- Independence: Board has determined all directors other than the CEO are independent; McNamara is listed as independent.
- Committee service: Nominating & Corporate Governance Committee (member).
- Committee chairs: Not a chair (NCGC chair is Mary Ann Tocio).
- Attendance: In fiscal 2024, the Board held 4 meetings; each director attended at least 75% of Board and committee meetings. NCGC held 4 meetings.
- Tenure/term: Director since 2014; term expires at the 2027 Annual Meeting as part of declassification.
- Executive sessions and leadership: Independent Chair structure with regular executive sessions of independent directors.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (Board + committee) | $104,766 | Actual FY2024 cash paid for Board/committee service |
| Annual base cash retainer (program) | $95,000 | Standard director program retainer (prorated as applicable) |
| NCGC member retainer (program) | $10,000 | For non-chair members of NCGC |
Program structure (for context): 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; no meeting fees.
Performance Compensation
| Award Type | Grant Date | Units/Value | Grant-Date FV per Unit | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 910 RSUs; $169,842 total value | $186.64 per unit (for directors other than Ms. Goodman) | Scheduled to vest May 23, 2025, subject to continued service | Double-trigger: 100% vests if service ceases following a change in control prior to vest date |
Notes:
- Directors receive time-based RSUs; there are no performance metrics tied to director equity.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None reported |
| Compensation Committee interlocks | Company discloses no interlocks for CC members; McNamara is not a CC member |
Expertise & Qualifications
- Skills matrix: Broad-based business; Business Development/M&A; Industry; Leadership; Sales & Marketing; Supply Chain.
- Board value-add: Deep off-mall department store operating experience; merchandising/product development leadership; large-scale store operations and distribution knowledge.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 10,929 shares (<1% of outstanding) |
| Ownership components disclosed | 8,154 shares held by a family trust (McNamara trustee; family beneficiaries) |
| Unvested RSUs (within 60 days of 3/26/2025) | 910 RSUs scheduled to vest (part of total above) |
| Hedging/pledging | Directors/officers prohibited from hedging or pledging Company stock |
| Director stock ownership guideline | 5x annual base cash retainer ($95,000), implying ~$475,000 required holding value (calculated); all non-employee directors either exceed guideline or comply via retention policy as of FY2024 year-end |
Governance Assessment
- Board effectiveness and alignment
- Strengths: Independent status; service on Nominating & Corporate Governance aligns with his operating background and board-composition oversight; no other public boards (reduced overboarding risk).
- Attendance: At least 75% attendance threshold met in FY2024; NCGC met 4x and Board 4x—no individual shortfall disclosed.
- Incentives and ownership
- Compensation mix for directors balanced toward equity (annual RSUs) and cash; FY2024 actuals show $169,842 equity vs. $104,766 cash, supporting alignment with shareholders.
- Robust ownership expectations (5x cash retainer) and prohibition on hedging/pledging bolster alignment and risk posture.
- Conflicts and red flags
- Related-party transactions: None requiring disclosure since the beginning of FY2024.
- Interlocks: Company reports no Compensation Committee interlocks; McNamara is not on CC.
- Overboarding: Board policy limits outside boards; not a concern given no other public boards disclosed.
Overall signal for investors: McNamara’s extensive merchandising and operations experience in department stores contributes practical retail insight to Burlington’s governance and strategy oversight. His independence, committee role, equity-heavy director pay, and lack of related-party ties or interlocks support investor confidence, with no evident governance red flags in the latest proxy.