Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2024, Boot Barn Holdings, Co. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing the appointments of John Hazen as Interim Chief Executive Officer (the “Interim CEO Appointment”) and Peter Starrett as Executive Chairman (the “EC Appointment” and, together with the Interim CEO Appointment, the “Appointments”), with such Appointments to be effective as of November 22, 2024 (the “Effective Date”). In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this Amendment No. 1 to the Original 8-K (this “Amendment”) (i) to provide information regarding material changes to Mr. Hazen’s compensation arrangements as a result of the Interim CEO Appointment, which had not been determined at the time of the filing of the Original 8-K, and (ii) to disclose additional compensation determinations made by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) in consideration of the changes in the roles and responsibilities of the Company’s Chief Financial Officer, James Watkins, and Mr. Starrett, in each case as a result of the Appointments (collectively, the “Compensation Changes”). The Compensation Changes, as described below, were approved by the Committee on November 11, 2024 and will be effective as of the Effective Date.
In connection with the Interim CEO Appointment, Mr. Hazen’s annual base salary will increase from $575,000 to $850,000, and his target bonus under the Company’s Annual Cash Incentive Bonus Plan will increase from 65% to 100% of his annual base salary, which such target amount increase will be pro-rated for the remainder of fiscal year 2025. Additionally, Mr. Hazen will receive a one-time restricted stock unit (“RSU”) award with a grant date fair value of $750,000 that will cliff vest on the second anniversary of grant date, subject to Mr. Hazen’s continued employment with the Company through such vesting date. For fiscal 2026, Mr. Hazen will be eligible to receive an annual equity award, the value of which shall be determined by the Committee in connection with the annual management equity grants.
The Committee also determined to make certain material changes to Mr. Watkins’s compensation. Beginning on the Effective Date, Mr. Watkins’s annual base salary will increase from $575,000 to $625,000. Mr. Watkins will also receive a one-time RSU award with a grant date fair value of $150,000 that will cliff vest on the second anniversary of grant date, subject to Mr. Watkins’s continued employment with the Company through such vesting date.
Additionally, the Committee determined that during Mr. Starrett’s tenure as Executive Chairman, he will receive an annual base salary of $750,000 and a one-time RSU award with a grant date fair value of $875,000 that will cliff vest on the second anniversary of grant date, subject to Mr. Starrett’s continued service on the Board through such vesting date, and will not participate in the Company’s non-employee director compensation program.
Except as expressly set forth herein, this Amendment does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original 8-K.
