SEC Form DEF 14A filed by Boot Barn Holdings Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Proxy Statement for Annual Meeting of Stockholders

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This proxy statement and form of proxy are first being distributed and made available on or about July 18, 2024.

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July 18, 2024

Dear Fellow Boot Barn Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Boot Barn Holdings, Inc., which will be an in-person only meeting held at Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618, on Wednesday, August 28, 2024, at 1:00 p.m. local time.

At the Annual Meeting, we will ask you to elect eight members of our board of directors; vote on a non-binding advisory proposal to approve the compensation paid to our named executive officers for fiscal 2024 (commonly referred to as the “say-on-pay” vote); ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year; and consider such other business as may properly come before the Annual Meeting or any adjournment, continuation or postponement thereof.

We have elected to provide access to the proxy materials over the internet, other than to those stockholders who request a paper copy, under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail, in accordance with the instructions included in the Proxy Statement.

On behalf of the board of directors, we would like to thank you for your continued interest and investment in Boot Barn Holdings, Inc.

Sincerely,

James G. Conroy

President and Chief Executive Officer

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BOOT BARN HOLDINGS, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

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This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about July 18, 2024.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be held on August 28, 2024.

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This proxy statement and our 2024 Annual Report to Stockholders, are available at https://envisionreports.com/BOOT and https://investor.bootbarn.com.

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Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this proxy statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements refer to our current expectations and projections relating to, by way of example and without limitation, our plans, objectives, strategies, future performance, business and industry. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “could”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. For these reasons, we caution readers not to place undue reliance on these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth in Item 1A. Risk Factors – “Summary of Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024 and our subsequent filings and reports with the Securities and Exchange Commission (“SEC”). Furthermore, the forward-looking statements included in this proxy statement are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.

Annual Meeting of Stockholders

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Proposals and Voting Recommendations

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Voting Methods

You can vote in one of four ways:

To reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage stockholders to vote via the Internet or by telephone, both of which are available 24 hours a day, seven days a week, until 5:00 p.m. Central Time on August 27, 2024. Stockholders may revoke their proxies at the times and in the manners described on page 4 of this proxy statement.

If your shares are held in “street name” through a bank, broker or other holder of record, you will receive voting instructions from the holder of record that you must follow in order for your shares to be voted. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares.

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BOOT BARN HOLDINGS, INC.

15345 Barranca Pkwy.

Irvine, California 92618

2024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This Proxy Statement and the enclosed form of proxy are solicited on behalf of Boot Barn Holdings, Inc., a Delaware corporation (referred to as our “Company”), by our board of directors for use at the 2024 Annual Meeting of Stockholders (referred to as the “Annual Meeting”), and any adjournments, continuations or postponements thereof. The Annual Meeting will be an in-person only meeting held at Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618, on Wednesday, August 28, 2024 at 1:00 p.m. local time.

Internet Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission (referred to as the “SEC”) that allow companies to furnish their proxy materials over the Internet, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy statement and our 2024 Annual Report to most of our stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access those documents and vote over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials, including our proxy statement, our 2024 Annual Report, and a form of proxy card. We believe that this process will allow us to provide our stockholders the information they need in a more timely manner, while reducing the environmental impact and lowering our costs of printing and delivering the proxy materials.

These proxy solicitation materials are being first released on or about July 18, 2024 to all stockholders entitled to vote at the Annual Meeting.

Record Date

Stockholders of record at the close of business on July 1, 2024, which we have set as the record date, are entitled to notice of and to vote at the Annual Meeting.

Number of Outstanding Shares

On the record date, there were 30,502,351 outstanding shares of our common stock, par value $0.0001 per share.

Requirements for a Quorum

The holders of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Each stockholder voting at the Annual Meeting, either in person or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the Annual Meeting.

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Votes Required for Each Proposal

Assuming that a quorum is present, the vote required for each proposal is as follows.

Directors shall be elected by a plurality of the votes cast by shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Therefore, the eight nominees who receive the greatest number of affirmative votes cast shall be elected as directors. We do not have cumulative voting rights for the election of directors.

The advisory vote on the compensation of our named executive officers for fiscal 2024 (commonly referred to as a “say-on-pay” proposal) and the proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of our Company for the fiscal year ending March 29, 2025 each require the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

Although the say-on-pay proposal is non-binding, it will provide information to our compensation committee and our board of directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our compensation committee and our board of directors will consider when determining executive compensation for the years to come.

The vote on each matter submitted to stockholders is tabulated separately. Computershare Trust Company, N.A., or a representative thereof, will tabulate the votes.

Our Board’s Recommendation for Each Proposal

Our board of directors recommends that you vote your shares:

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Voting Instructions

You may vote your shares by proxy by doing any one of the following: vote via the Internet at www.envisionreports.com/BOOT; call 1-800-652-VOTE (8683) to vote by telephone; or if you have requested the proxy materials by mail, sign, date and return your proxy or voting instruction card in the prepaid enclosed envelope to vote by mail. When a proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting as directed.

If a proxy card is properly executed and returned and no voting specification is indicated, the shares will be voted (1) “FOR” the election of each of the eight nominees for director set forth in this proxy statement, (2) “FOR” the “say-on-pay” proposal, (3) “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of our Company for the fiscal year ending March 29, 2025, and (4) as the persons specified in the proxy deem advisable in their discretion on such other matters as may properly come before the Annual Meeting. As of the date of this proxy statement, we have received no notice of any such other matters.

If you attend the Annual Meeting, you may vote in person even if you have previously voted via the Internet or by phone or returned a proxy or voting instruction card by mail, and your in-person vote will supersede any vote previously cast.

Broker Non-Votes and Abstentions

If you are a beneficial owner of shares held in “street name” and do not provide the broker, bank, or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank, or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is commonly referred to as a “broker non-vote.”

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The election of directors (“Proposal 1”) and the say-on-pay proposal (“Proposal 2”) are matters considered non-routine under applicable rules. Therefore, a broker, bank, or other nominee cannot vote without your instructions on Proposals 1 or 2; as a result, there may be broker non-votes on Proposals 1 or 2. For your vote to be counted on Proposals 1 or 2, you will need to communicate your voting decisions to your broker, bank, or other nominee by the deadline specified in the voting instruction form using the voting instruction form provided by your broker, bank, or other nominee.

The ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 29, 2025 (“Proposal 3”) is a matter considered routine under applicable rules. A broker, bank, or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal 3.

Broker non-votes and abstentions each are counted for determining the presence of a quorum. The election of directors requires a plurality of votes cast. Neither broker non-votes nor any withhold votes in the election of directors will have any effect thereon. With respect to Proposals 2 and 3, abstentions will have the same effect as votes “against” such proposal because they represent shares present and entitled to vote that are not voted in favor of such proposal. Broker non-votes will have no effect on Proposal 2 because they do not represent shares entitled to vote on such proposal. Broker non-votes are not applicable to Proposal 3, because Proposal 3 is a routine matter, as described above.

Revoking Proxies

Any stockholder giving a proxy may revoke the proxy at any time before its use by furnishing to us either a written notice of revocation or a duly executed proxy (via internet, telephone or mail) bearing a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Election Inspector

We have engaged Computershare Trust Company, N.A. to be the election inspector. Votes cast by proxy or in person at the Annual Meeting will be tabulated by such election inspector, who will determine whether a quorum is present. The election inspector will treat broker non-votes and abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum, and as described in the “Broker Non-Votes and Abstentions” section of this proxy statement for purposes of determining the approval of any matter submitted to stockholders for a vote.

Voting Results

The final voting results from the Annual Meeting will be included in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.

Costs of Solicitation of Proxies

We will bear the cost of this proxy solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding proxy solicitation materials to such beneficial owners. Proxies also may be solicited by certain of our directors and officers, personally or by telephone, text message or e-mail, without additional compensation. We do not expect to engage or pay any compensation to a third-party proxy solicitor.

Householding

We have adopted a procedure called “householding”, which has been approved by the SEC. Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet Availability of Proxy Materials, and as applicable, any additional proxy materials that are delivered. A separate proxy card for each stockholder of record will be included in the printed materials. This procedure reduces our printing costs, mailing costs and fees. Upon written or oral request, we will promptly deliver a separate copy of the Notice or, if applicable, the printed proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. (1) If you received a single copy of the 2024 Notice or, if applicable, the printed 2024 proxy materials, at a shared address and wish to receive a separate copy of the 2024 Notice or Annual Report or, if applicable, the printed 2024 proxy materials, (2) if you wish to receive separate copies of the Notice or proxy materials in the future, or (3) if you are currently receiving multiple copies of the Notice and proxy materials at a shared address and wish to participate in householding in the future, please notify us by

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oral request at 949-453-4400 or by sending a written request to our Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618. Street name stockholders may contact their broker, bank or other nominee to request information about householding.

Availability of our Filings with the SEC and Additional Information

Through our investor relations website, http://investor.bootbarn.com, we make available free of charge all of our SEC filings, including our proxy statements, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, as well as Form 3, Form 4, and Form 5 reports of our directors, officers, and principal stockholders, together with amendments to these reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 of the Exchange Act. We will also provide upon written request, without charge to each stockholder of record as of the record date, a copy of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024 as filed with the SEC. Any exhibits listed in the Form 10-K report also will be furnished upon request at the actual expense we incur in furnishing such exhibits. Any such requests should be directed to our Corporate Secretary at our executive offices set forth in this proxy statement. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on or accessible through our website into this proxy statement.

All of our SEC filings can also be accessed through the SEC’s website, http://www.sec.gov.

The common stock of our Company is listed on the NYSE, and reports and other information on our Company can be reviewed at the office of the NYSE at 11 Wall Street, New York, NY 10005.

Information Deemed Not Filed

Our 2024 Annual Report to Stockholders, which was made available to stockholders with or preceding this proxy statement, contains financial and other information about our Company, but is not incorporated into this proxy statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act. The information contained in the “Compensation Committee Report” and “Report of the Audit Committee” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this proxy statement.

Other Information

We report our results of operations on a 52- or 53-week fiscal year ending on the last Saturday in March, unless April 1 is a Saturday, in which case the fiscal year ends April 1. In a 52-week fiscal year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations and the fourth quarter includes fourteen weeks of operations. Our fiscal years ended on March 30, 2024 and March 26, 2022 were both 52-week periods. Our fiscal year ended on April 1, 2023 was a 53-week year. We refer to our fiscal years ended March 26, 2022, April 1, 2023 and March 30, 2024 as “fiscal 2022”, “fiscal 2023” and “fiscal 2024”, respectively.

As used in this proxy statement, unless the context otherwise requires, references to the “Company”, “Boot Barn”, “we”, “us” and “our” refer to Boot Barn Holdings, Inc. and, where appropriate, its subsidiaries.

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CORPORATE GOVERNANCE

Our Board

Our business and affairs are managed by our board of directors, which currently consists of eight members, all of whose terms expire at the Annual Meeting. As discussed in Proposal 1 below, the board of directors is pleased to nominate all eight members of our current board of directors to stand for re-election at the Annual Meeting. The following sets out information about the eight director nominees.

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Board Structure and Director Independence

Currently our board of directors consists of eight directors. Our amended and restated bylaws provide that our board of directors will consist of the number of directors that our board of directors may determine from time to time, up to a maximum of nine directors. Our board of directors has determined that Mr. Starrett, Mr. Bruzzo, Mr. Burt, Ms. Laube, Ms. MacDonald, Ms. Morris and Mr. Weston are currently independent for the purpose of serving on our board of directors under the independence standards promulgated by the NYSE. As Mr. Conroy is our Chief Executive Officer, he is not considered independent under the NYSE listing standards.

In reaching this determination of independence, our board considered, among other things, the following facts and circumstances with respect to Peter Starrett and Brad Weston.

With respect to Mr. Starrett, the board considered that Mr. Starrett served as our interim Chief Executive Officer from May to November of 2012, prior to our initial public offering. Under NYSE rules, a director who serves as chief executive officer in an interim capacity is not disqualified from being considered independent following such service, and in any event, any person who formerly served as a company’s chief executive officer, even on a non-interim basis, is not disqualified from being considered independent three years after having ceased to serve in such capacity. Our board of directors concluded that Mr. Starrett’s service as interim chief executive officer over ten years ago has had no adverse impact on his independence. However, certain proxy advisory firms and institutional shareholders have considered Mr. Starrett non-independent as a result of his interim role in 2012.

Mr. Weston served as the Chief Executive Officer and as a director of Party City until November 3, 2023, and James G. Conroy, our Chief Executive Officer, served as a director of Party City until October 12, 2023 (the “Party City Director Interlock”). Consistent with the board’s historic practice, in connection with the board’s annual independence determination for fiscal 2024, the board considered the Party City Director Interlock, and concluded that Mr. Conroy’s service on the Party City board of directors and Mr. Weston’s service on our board of directors has not and does not adversely impact Mr. Weston’s independence as a Boot Barn director.

Additionally, during his tenure as a director of Party City, Mr. Conroy was not a member of Party City’s Compensation Committee, and Mr. Weston is not a member of our Compensation Committee. Accordingly, there is no disclosable “Compensation Committee Interlocks” under SEC rules for fiscal 2024. While the board of directors determined that the Party City Director Interlock neither impacted Mr. Weston’s independence nor his qualifications to serve on our board, the Company believes that certain proxy advisory firms and institutional stockholders may have previously considered the Party City Director Interlock in providing a vote recommendation and/or voting on whether Mr. Weston should be elected to our board in prior director elections. In recommending that the Company’s stockholders vote “FOR” the re-election of Mr. Weston to our board, the board notes that the Party City Director Interlock relationship has terminated, as neither Mr. Weston nor Mr. Conroy are currently affiliated with Party City. Accordingly, the board of directors believes that Mr. Weston is a valued resource for our board, and recommends a vote “FOR” his election to the board, along with each of the other named director nominees.

Board Leadership Structure

Our board of directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. It is the view of the board of directors that rather than having a rigid policy, the board of directors, with the advice and assistance of the nominating and corporate governance committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether to institute a formal policy. Currently, our leadership structure separates these roles, with Mr. Starrett serving as our Chairman of the Board and Mr. Conroy serving as our President and Chief Executive Officer. Our board of directors believes that separating these roles provides the appropriate balance between strategy development, flow of information between management and the board of directors, and oversight of management. By segregating the roles of the Chairman and the Chief Executive Officer, we reduce any duplication of effort between the Chief Executive Officer and the Chairman of the Board. We believe that this provides guidance for our board of directors, while also positioning our Chief Executive Officer as the leader of our Company in the eyes of our customers, employees and other stakeholders. As Chairman of the Board, Mr. Starrett, among other responsibilities, presides over regularly scheduled meetings of the board of directors, serves as a liaison between the directors, and performs such additional duties as our board of directors may otherwise determine and delegate. By having Mr. Starrett serve as Chairman of the Board, Mr. Conroy is better able to focus his attention on running our Company.

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The Board’s Role in Risk Oversight

Our board of directors is primarily responsible for overseeing our risk management processes. Our board of directors, as a whole, determines the appropriate level of risk for our Company, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. The board executes its oversight duties in part by assigning responsibility to committees of the board to oversee the management of risks that fall within their respective areas. In performing this function, each board committee has full access to management, as well as the ability to engage advisors. The chair of each committee reports on the applicable committee’s activities at each board meeting and has the opportunity to discuss risk management with the full board at that time

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Compensation Risk Management and Other Policies

Compensation Risk Assessment

In fiscal 2024, Korn Ferry supported management and the compensation committee in conducting their risk assessment of our incentive compensation plans and practices. Included in the review were all cash and equity-based incentive plans, insider trading prohibitions, and independent oversight by the compensation committee. Management and the compensation committee evaluated these compensation policies and practices to ensure that they do not create risks that are reasonably likely to have a material adverse effect on the Company. They considered the Company’s growth and return performance, the mix of compensation between fixed and variable pay, financial and non-financial metrics, and the time horizon of the compensation policies in place. As a result of this analysis, as well as the regular review of compensation policies and practices, management and the compensation committee have concluded that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. Accordingly, there were no material adjustments made to our compensation policies and practices. We will continue to monitor our compensation policies and practices to determine whether our risk management objectives are being met with respect to incentivizing the Company’s executive officers.

Policies Prohibiting Hedging, Pledging, and Speculative or Short-Term Trading

Our Insider Trading Policy (the “Insider Trading Policy”) prohibits employees (including executive officers) and directors of the Company and its subsidiaries (each an “Associated Person”) and members of an Associated Person’s immediate family who live in the same household as such Associated Person (each a “Covered Person”) from pledging, hypothecating, or otherwise encumbering shares of the Company’s stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a

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margin account or any other account that could cause the Company’s stock to be subject to a margin call or otherwise be available as collateral for a margin loan.

The Insider Trading Policy also prohibits Covered Persons from engaging in short sales (sales of securities that are not currently owned by the seller), short-term trading, transactions in put or call options, margin trading, or other inherently speculative transactions with respect to Company securities at any time.

Board Participation

Our board of directors held four meetings in fiscal 2024. During fiscal 2024, each of our directors attended 75% or more of all of the meetings of our board of directors and of the committees on which he or she served. We regularly schedule executive sessions in which independent directors meet without the presence or participation of management.

While we do not have a formal policy on directors’ attendance at annual meetings, we encourage our directors to attend each annual meeting of stockholders. All of our directors who were directors at the time of our 2023 annual meeting attended the 2023 annual meeting of stockholders either in person or by telephone, with the exception of Ms. MacDonald.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administration functions. Our board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the board of directors.

Audit Committee

Our audit committee provides oversight of our accounting and financial reporting process, the audit of our financial statements and our internal control function. Among other matters, the audit committee is responsible for the following:

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Our audit committee is comprised of Brenda I. Morris, the chair of the committee, Eddie Burt, Anne MacDonald and Brad Weston. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the NYSE. Our board of directors has determined that Ms. Morris is an “audit committee financial expert” as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE. Ms. Morris, Mr. Burt, Ms. MacDonald and Mr. Weston are all independent directors as defined under the applicable rules and regulations of the SEC and the NYSE. Our audit committee has a written charter that sets forth the audit committee’s purpose and

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responsibilities. A copy of the charter is available on our website and described under “Availability of Corporate Governance Information” on page 16.

Our audit committee met four times during fiscal 2024.

Compensation Committee

Our compensation committee adopts, administers and reviews the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. Among other matters, the compensation committee is responsible for the following:

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The compensation committee may form, and may delegate any of its responsibility to, subcommittees as it deems necessary or appropriate, in its sole discretion.

Our compensation committee is comprised of Chris Bruzzo, the chair of the committee, Lisa G. Laube and Peter Starrett. Mr. Bruzzo, Ms. Laube, and Mr. Starrett are all independent directors as defined under the applicable rules and regulations of the SEC and the NYSE. Our compensation committee has a written charter that sets forth the committee’s purpose and responsibility. A copy of the charter is available on our website and described under “Availability of Corporate Governance Information” on page 16.

Our compensation committee met four times during fiscal 2024.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other things, making recommendations regarding corporate governance, the composition of our board of directors, identification, evaluation and nomination of director candidates and the structure and composition of committees of our board of directors. Among other matters, the nominating and corporate governance committee is responsible for the following:

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Our nominating and corporate governance committee is comprised of Lisa G. Laube, the chair of the committee, Anne MacDonald and Peter Starrett. Ms. Laube, Ms. MacDonald and Mr. Starrett are all independent directors as defined under the applicable rules and regulations of the SEC and the NYSE. Our nominating and corporate governance committee has a written charter that sets forth the committee’s purpose and responsibilities. A copy of the charter is available on our website and described under “Availability of Corporate Governance Information” on page 16.

Our nominating and corporate governance committee met four times during fiscal 2024.

Identifying and Evaluating Director Candidates

Our nominating and corporate governance committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors. Stockholders wishing to recommend director candidates for consideration by the nominating and corporate governance committee may do so by writing to the Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618, and providing the requisite information as set forth in our amended and restated bylaws, including, without limitations, the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee.

The evaluation process for director nominees who are recommended by our stockholders is the same as for any other nominee and is based on numerous factors that our nominating and corporate governance committee considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity reflecting ethnic background, gender and professional experience, and the extent to which the nominee would fill a present need on our board of directors.

Board Diversity

While we do not have a formal policy outlining the diversity standards to be considered when evaluating director candidates, our objective is to foster diversity of thought on our board of directors. To accomplish that objective, the nominating and corporate governance committee considers ethnic and gender diversity, as well as differences in perspective, professional experience, education, skill, and other qualities in the context of the needs of our board of directors. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis prohibited by law. The nominating and corporate governance committee evaluates its effectiveness in achieving diversity on the board of directors through its annual review of board member composition.

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The below charts show the diversity of our current board members (based on the self-identification information provided by, and consented to the public disclosure of, our directors):

Environmental, Social and Governance (ESG) Matters

We are committed to operating our business in a way that respects environmental, social and governance strategies. We believe in quality products and good value. We believe in community and our duty to act in the best interest of our customers, shareholders and the environment. These fundamental values guide us in our efforts to be a socially responsible and environmentally conscious Company.

Environmental

As an organization, we strive to reduce our environmental impact as we grow across the United States. We believe in making decisions that not only support the growth and success of our Company, but that also help us take action to care for our environment. We understand that there is more that we must do as an organization to operate in a more sustainable manner.

We have adopted environmentally friendly initiatives in many of our stores, including, using reusable 3.0 millimeter recyclable poly shopping bags in all stores with the exception of stores where we are required by local jurisdictions to use 70% post-consumer paper shopping bags. Additional environmentally friendly initiatives in our stores include installing LED lighting in new

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stores, implementing Title 24, utilization of programmable and lockable thermostats in retail locations, retrofitting to more energy efficient lighting in existing stores, adding low flush toilets to save water, joining local recycling programs, utilizing janitorial products that are ecofriendly and water based, and upgrading to more environmentally friendly freon for our HVAC units. We have also recently engaged in an initiative to proactively replace aged HVAC units in our stores with new energy star-rated HVAC units. This initiative will help to reduce store utility costs per square foot and accelerate our use of environmentally friendly freon in our HVAC units. In our distribution centers, we use shipping boxes made from 70% post-consumer product, recycle pallets and corrugated boxes, utilize a professional warehouse management system that operates in an efficient environment, and strive to utilize propane or natural gas over oil-based fuels.

Social

We are committed to partnering with manufacturers and brands that run their business and treat their employees under fair, responsible and ethical standards. We expect all our suppliers, vendors and business partners to share in our concern for human rights and require them to not tolerate illegal, unethical, abusive, or immoral behavior or to allow poor, inappropriate working conditions. We have standards that are in line with common, expected industry practices and international laws. All agents and factories are expected to comply with these standards in order to continue doing business with us. We are committed to ensuring that fair labor practices are followed with all our partners. We require workers to be employed in conditions that are safe, free of harassment, abuse and without discrimination and do not tolerate child labor or forced labor of any kind. We contract with a third‐party factory monitoring firm to conduct annual audits of exclusive brand partner factories that directly supply merchandise to our Company.

We are proud supporters of the local communities where we operate. In addition to supporting organizations that help members of our military, we also provide veteran & U.S. military discounts. Each year we sponsor events and donate funds to charities and organizations that help individuals in need. We operate The Boot Barn Boot Straps Fund to provide short-term financial assistance to Boot Barn employees in the event of unforeseen qualified personal hardships. The Boot Straps Fund is an employee-supported charity where every dollar donated goes to an employee in need. The Company also contributes to the Boot Straps Fund.

Governance

Our board of directors has adopted corporate governance guidelines to help it fulfill its responsibilities to the Company’s stockholders to oversee the work of management and the Company’s business and operations. These guidelines are also intended to align the interests of directors and management with those of the Company’s stockholders. For more information on these corporate governance guidelines, please refer to https://investor.bootbarn.com/governance/governance-documents/default.aspx. Our board of directors has also adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees. Among other things, our Code of Business Conduct and Ethics promotes honest and ethical conduct, compliance with applicable governmental laws, rules and regulations, and the protection of Company assets.

Our environmental, social and governance committee reports regularly to the nominating and corporate governance committee of our board of directors. This committee is responsible for assessing our practices and striving to operate in a more responsible manner. For the latest information on our efforts, please refer to the Environmental, Social and Governance page of our investor website at https://investor.bootbarn.com/governance/Environment-Social-and-Governance/default.aspx.

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Availability of Corporate Governance Information

Our board of directors has adopted charters for our audit, compensation, and nominating and corporate governance committees describing the authority and responsibilities delegated to the committee by our board of directors. Our board of directors has also adopted corporate governance guidelines and a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers and those employees responsible for financial reporting, and our non-employee directors. As required under the applicable rules and regulations of the SEC and the NYSE, our Code of Business Conduct and Ethics addresses, among other things, conflicts of interest, public disclosure, corporate opportunities, confidentiality, fair dealing, protection and proper use of listed Company assets, compliance with laws, rules and regulations, whistleblowing and enforcement provisions. Any waiver of our Code of Business Conduct and Ethics with regard to a director or executive officer may only be authorized by our board of directors or the audit committee. We intend to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on our website to the extent required by applicable rules and regulations of the SEC and the NYSE. We post on our website, at http://investor.bootbarn.com, the charters of our audit, compensation, and nominating and corporate governance committees and our corporate governance guidelines and the Code of Business Conduct and Ethics referenced above. These

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documents are also available in print free of charge to any stockholder requesting a copy in writing from our Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618.

Communications with our Board of Directors

Stockholders and other interested parties wishing to communicate with our board of directors or with an individual member of our board of directors may do so by writing to our board of directors or to the particular member of our board of directors, and mailing the correspondence to our Corporate Secretary at 15345 Barranca Pkwy., Irvine, California 92618.

All such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

Our nominating and corporate governance committee recommended, and the board of directors nominated:

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as nominees for election as members of our board of directors. Each nominee is presently a director of our Company and has consented to serve a one-year term if elected, concluding at the 2025 annual meeting of stockholders, and each nominee was elected at the 2023 annual meeting of stockholders for which proxies were solicited. Biographical information about each of our director nominees, is contained under “Our Board” above. At the Annual Meeting, eight directors will be elected to our board of directors.

Required Vote

The eight nominees receiving the highest number of affirmative “FOR” votes shall be elected as directors. Unless marked to the contrary, proxies received will be voted “FOR” each of these eight nominees.

Recommendation of the Board

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE-NAMED NOMINEES.

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DIRECTOR COMPENSATION

Our board of directors has adopted a compensation policy for our directors who are not our employees (“Outside Directors”). There were no changes to the director compensation policy from fiscal 2023 to fiscal 2024. Accordingly, during fiscal 2024, under this policy, Outside Directors received an annual cash retainer of $75,000, payable quarterly, and reimbursement of reasonable expenses relating to attendance at board of directors and board committee meetings. In addition, the chairperson of our board of directors received an additional annual cash retainer of $100,000, the chairperson of our audit committee received an additional annual cash retainer of $20,000, the chairperson of our compensation committee received an additional annual cash retainer of $15,000, and the chairperson of our nominating and corporate governance committee received an additional annual cash retainer of $10,000, payable quarterly.

In addition to the cash compensation discussed above, we grant to our Outside Directors under our 2020 Equity Incentive Plan restricted stock units, payable in shares of our common stock. The restricted stock units are subject to time-based vesting conditions that lapse on the first day following the first anniversary of the date of grant, subject to continued service as a member of our board of directors. Settlement in respect of the restricted stock units is made upon the satisfaction of the applicable vesting requirements; however, beginning in fiscal 2020, our Outside Directors may elect to defer receipt of such shares of common stock. Consistent with fiscal 2023, in fiscal 2024, we granted to our Outside Directors under our 2020 Equity Incentive Plan restricted stock units with a market value of $110,000.

Our board of directors recognizes that stock ownership by directors may strengthen their commitment to the long-term future of our Company and further align their interests with those of our stockholders. Accordingly, our Outside Directors are subject to the Company’s Stock Ownership Guidelines (see page 29 of this proxy statement for more information regarding our Stock Ownership Guidelines for Outside Directors).

Director Compensation Table

The following table sets forth a summary of the compensation paid to our Outside Directors in fiscal 2024.

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The following table lists all outstanding equity awards held by our Outside Directors as of March 30, 2024. The market value is based upon the closing stock price of $95.15 on March 28, 2024, the last trading day of fiscal 2024. Equity awards held by Outside Directors consist solely of restricted stock units.

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EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of July 1, 2024:

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James G. Conroy. See page 7 of this proxy statement for information regarding Mr. Conroy.

James M. Watkins. Mr. Watkins has been our Chief Financial Officer and Secretary since 2021. He has worked for the Company in a variety of roles since 2014, most recently as our Senior Vice President, Finance and Investor Relations. Prior to joining Boot Barn, Mr. Watkins was the Vice President, Corporate Controller and Principal Accounting Officer of Mindspeed Technologies, a publicly traded semiconductor company. Prior to Mindspeed, he worked as an auditor at Ernst & Young for 12 years. Mr. Watkins is a Certified Public Accountant in the state of California and received a bachelor of science in accounting from Brigham Young University.

Laurie Grijalva. Ms. Grijalva has been our Chief Merchandising Officer since 2014. She joined Boot Barn in 1993 as Senior Merchant and has served in a variety of capacities since that time, including Vice President of Buying and Merchandising from 2004 to 2014. Prior to joining Boot Barn, she was employed by LeRoy Knitted Sportswear from 1981 to 1988 and Los Angeles-based Grunwald Marx Apparel from 1990 to 1993, where her primary duties were line building and exclusive brand production. She received a bachelor of arts degree in communications from California State University, Fullerton and a master’s degree in business administration from the Argyros School of Business at Chapman University.

John Hazen. Mr. Hazen has been our Chief Digital Officer since 2018. Prior to joining Boot Barn, Mr. Hazen was with Ring as the SVP of Commerce and Subscriptions from 2017 to 2018. Before joining Ring, Mr. Hazen was employed by True Religion as the SVP of Direct To Consumer from 2014 to 2017, where he oversaw both brick-and-mortar and digital channels. Mr. Hazen has over 20 years of experience in the apparel and footwear industry at companies including Kellwood, Nike and Fox Racing. He received

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a bachelor of commerce degree in management information systems from Concordia University in Montreal, Quebec and a master’s degree in business administration from Loyola Marymount University in Los Angeles, California.

Michael A. Love. Mr. Love has been with Boot Barn since 2014. He has served as our Chief Retail Officer since 2022. He previously served as Senior Vice President of Stores from 2018 through 2022, after previously serving as Senior Vice President of Marketing and Merchandise Planning from 2017 to 2018 and Vice President of Merchandise Planning from 2014 to 2017. Prior to joining Boot Barn, Mr. Love was with Claire’s Stores, Inc. from 2010 to 2014, where Mr. Love served as Vice President of Merchandise Planning and Allocation. Before joining Claire’s Stores, Inc., Mr. Love served as Vice President Divisional Planning Manager for Kohl’s Corporation from 2008 to 2010. Mr. Love served in a variety of merchandising and planning roles first at Federated Department Stores, then at May Department Stores Company, Inc. and Macy’s Inc.

Each of our executive officers serves at the discretion of our board of directors (subject to the terms of their respective employment agreements described below) and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our compensation committee is comprised of Chris Bruzzo, Lisa G. Laube and Peter Starrett. None of these individuals had any contractual or other relationships with us during fiscal 2024 except as directors. Except for Mr. Starrett, who served as our interim Chief Executive Officer from May to November of 2012, none of these individuals has ever been an officer or employee of our Company.

COMPENSATION COMMITTEE REPORT

Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the compensation committee recommended to our board of directors, and our board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 30, 2024 for filing with the SEC.

Chris Bruzzo, Chairperson
Lisa G. Laube
Peter Starrett

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The information contained in the “Compensation Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the Company under the Exchange Act or the Securities Act unless and only to the extent that the Company specifically incorporates it by reference.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this Compensation Discussion and Analysis (“CD&A”), we address our philosophy, programs and processes related to the compensation paid or awarded for fiscal 2024 to our named executive officers ("NEOs") listed in the Summary Compensation Table for fiscal 2024 that follows this discussion.

Our NEOs for fiscal 2024 were:

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Highlights of Fiscal 2024 Business Performance

We believe that our NEOs were instrumental in helping us perform well in fiscal 2024, as evidenced by the following:

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For more information on our financial results for fiscal 2024, see our Annual Report on Form 10-K for the fiscal year ended March 30, 2024, filed with the SEC on May 15, 2024.

Fiscal 2024 Compensation

Compensation Philosophy and Objectives

Our compensation committee (the “Committee”), which is comprised of independent directors, oversees the design and administration of our compensation program and evaluates it against competitive practices, legal and regulatory developments and corporate governance trends. We strive to avoid problematic pay practices and maintain compensation plans that reinforce a performance-based Company culture, as follows:

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Pay Philosophy

Our pay philosophy has been established to allow us to attract and retain talented individuals that can drive business success and create stockholder value. Key aspects of our pay philosophy are to:

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2023 Say-on-Pay Vote

Each year, we hold an advisory vote to approve the compensation of our named executive officers (our “Say on Pay” vote). The Committee reviews and considers the outcome of the “Say on Pay” vote and will consider feedback from stockholders and the investment community on our named executive compensation program and our compensation practices. Last year, 96% of stockholder votes cast were to approve our named executive officer compensation program for fiscal 2023. In light of our stockholders’ continued strong support for our executive compensation program, no material changes were made as a result of the “Say on Pay” vote at the 2023 Annual Meeting.

Elements of Our Executive Compensation Program

For fiscal 2024, our executive compensation program consisted of the following four elements of total compensation:

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We do not have formal policies relating to the allocation of total compensation among the various elements of our compensation program. The Committee generally allocates compensation between short-term and long-term components and between cash and equity in a manner that it believes will maximize executive performance and retention. The variable pay elements (annual cash incentive and long-term equity incentive awards) comprise an increasingly larger proportion of total target compensation of our senior executives as position level increases. This is consistent with the Committee’s belief that these variable elements of compensation more closely align management's interests with our financial performance and with our stockholders’ interests.

Based on our fiscal 2024 target direct compensation (including grant date fair value of equity awards and annual bonus amounts at target), 86% of our Chief Executive Officer’s (“CEO”) target direct compensation and an average of 71% of the target direct compensation for the other NEOs was variable, because it was realized only if the applicable financial performance goals were met and/or its value is tied to our stock price. The charts below demonstrate our performance-aligned pay mix.

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Base Salary

Base salary is structured and intended to provide a base-line level of fixed compensation to our NEOs to serve as the platform for our pay-for-performance program. The base salaries of our NEOs are intended to reflect the position, duties and responsibilities of each NEO and the market for base salaries of similarly situated executives at other companies of similar size and in similar industries. Base salaries for our NEOs were increased in fiscal 2024 by the Committee after reviewing and considering (i) the experience, skills, and performance levels of each NEO, (ii) whether there were any material changes to the individual’s role and responsibilities during the year, (iii) each NEO’s relative pay level against peer group companies, (iv) internal equity within the Company, and (v) the Chief Executive Officer’s recommendations (for positions other than his own). Mr. Watkins received a larger salary increase year-over-year as a result of adjusting his base pay to the market median of the Company’s peer group. Base salaries for our NEOs as of the end of fiscal 2024 and 2023 are listed below.

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Annual Cash Incentive Bonus

Our NEOs are eligible to receive annual cash incentives as part of our Annual Cash Incentive Bonus Plan. Our Annual Cash Incentive Bonus Plan was designed by the Committee to reward our senior executives for achieving targeted amounts of a variation of Consolidated EBIT, defined for this purpose as earnings before income taxes, excluding certain one-time selling, general and administrative expenses. In addition, in the case of NEOs other than our Chief Executive Officer and Chief Financial Officer, certain additional financial performance goals related to such NEO’s duties and responsibilities, are as follows:

In early fiscal 2024, the Committee established a target performance objective for Consolidated EBIT. In setting the performance measure, the Committee approved a target performance objective that it considered to be challenging, but achievable. At the same time that the target performance objective was approved, the Committee also set each NEO’s targeted payout as a percentage of his or her base salary – with potential payouts ranging from 0% to 200% of the targeted amounts based on actual performance. While the fiscal 2024 bonus plan was substantially the same as that in fiscal 2023, the Committee did approve increases in the target bonus percentage for Mr. Conroy and Mr. Watkins, and for the other NEOs, added a provision where future bonus payouts will be capped at target level for secondary measures if the Company fails to meet its minimum threshold on Consolidated EBIT.

For fiscal 2024, target Consolidated EBIT was set at $209.9 million. In determining the Consolidated EBIT target, the Committee considered the Company’s performance with respect to Consolidated EBIT in fiscal 2023, as well as factors that may impact fiscal 2024 performance. Taking into consideration that fiscal 2023 was a 53-week year and fiscal 2024 was a 52-week year, as well as general declining sale trends in the macroeconomic environment, the Committee determined to set the fiscal 2024 Consolidated EBIT target below the Company’s actual fiscal 2023 Consolidated EBIT (i.e., $231.8). The minimum threshold to receive a Consolidated EBIT bonus (at 85% of target) was set at $178.4 million, and annual Consolidated EBIT of $241.3 million or more would result in a 200% payout percentage. Actual Consolidated EBIT for fiscal 2024 was $200.2 million, which was 95% of the target and resulted in a payout percentage of 85%. In addition, the Committee determined that the individual financial performance goals for each NEO had been achieved at various levels. Consolidated exclusive brand sales penetration resulted in a payout percentage of 114% and consolidated merchandise margin resulted in a payout percentage of 50%.

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The below table highlights the annual cash incentive bonus potentials and payouts for each of our NEOs in fiscal 2024.

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Fiscal 2025 Bonus Plan

The fiscal 2025 bonus program will be substantially the same as the fiscal 2024 bonus program, with a few changes. The Committee approved increases in the target bonus percentage for Messrs. Watkins, Hazen, and Love and Ms. Grijalva.

Long-Term Equity Incentives

Under our long-term incentive program, the Committee has the authority to award various forms of long-term incentive grants, including stock options, performance-based awards and restricted stock units.

All awards granted in fiscal 2024 to our NEOs were restricted stock units or performance share units granted under the 2020 Equity Incentive Plan (the “2020 Plan”). While all types of awards incentivize retention, the value of restricted stock units increase as our stock price increases, and the number of performance share units ultimately received depends on the Company’s cumulative earnings per share over a three-year performance period relative to the established performance target. The Committee’s objectives for the fiscal 2024 long-term incentive awards were to establish a direct link between compensation and Company performance as demonstrated through our stock price and earnings per share and to retain the services of our executives through multi-year vesting provisions. The Committee’s objective with regards to NEO compensation is to continue to increase the component of pay tied to long-term incentive awards. The Committee believes that long-term incentive compensation becomes a more critical component of NEO pay and retaining key executives through challenging economic periods.

In determining the fiscal 2024 long-term incentive award levels for our NEOs, the Committee compared the target total direct compensation of each NEO to applicable market data including both salary and equity-incentive awards.

The fiscal 2024 restricted stock units granted to the NEOs vest in equal annual installments over a three-year period subject to continued service or in connection with certain events as defined by the 2020 Plan and as determined by the Committee. The performance share units granted are stock-based awards, under which the number of shares ultimately received depends on the Company’s cumulative earnings per share over a three-year performance period beginning April 2, 2023 and ending March 28, 2026 relative to the established performance target. This performance metric was established by the Committee at the beginning of the performance period. Given its relationship to our annual operating plan and business strategy, the pre-established cumulative earnings per share goal and its specific target levels for the performance period are confidential and commercially-sensitive information that we

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do not publicly disclose. We believe that such information would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies and could cause us substantial competitive harm.

At the end of the performance period, the number of shares to be issued in settlement of the performance share units is based on the Company’s actual achievement of the applicable performance goals. If the cumulative three-year performance is at a level below the threshold level, the number of performance units to vest will be 0%, if performance is at the threshold level, the number of performance units to vest will be 50% of the target amounts, if performance is at the target level, the number of performance units to vest will be 100% of the target amounts, and if performance is at the maximum level, the number of performance units to vest will be 200% of the target amounts, each subject to continued service by the applicable award recipient through the last day of the performance period (subject to certain exceptions described below under the headings “Employment Agreements” and “Potential Payments Upon Termination or Change in Control”). If performance is between threshold and target goals or between target and maximum goals, the number of performance units to vest will be determined by linear interpolation. The number of shares ultimately issued under the performance unit award ranges from 0% to 200% of the participant’s target amount. The awards are forfeited if the threshold performance goals are not achieved as of the end of the performance period.

The grant mix shown below was chosen to provide a majority emphasis on driving performance results and stock price appreciation, while also providing retentive value. For more information, see “Grants of Plan-Based Awards” below.

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Fiscal 2025 Changes to Long-Term Equity Incentives

For fiscal 2025, the Committee decided to once again grant to all of the NEOs performance share units which vest based on achievement of a specified performance goal over a three-year performance period and time-based restricted stock units, which vest in equal annual installments over a three-year period subject to continued service or in connection with certain events as defined by the 2020 Plan and as determined by the Committee. Consistent with fiscal 2024, the Committee has not granted any stock options in connection with its routine annual grants for fiscal 2025.

Other Elements of our Fiscal 2024 Compensation Program

Nonqualified Deferred Compensation

Since fiscal 2019, we have maintained the Boot Barn, Inc. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, participants may defer up to 80% of their base salary, 90% of bonus payments and 100% of restricted stock units. Our Company may make discretionary contributions to the Deferred Compensation Plan on behalf of participants. Any Company-based contributions are subject to a five-year graded vesting schedule. Cash amounts deferred under the Deferred Compensation Plan are deemed invested in one or more investment funds made available by the Company and

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selected by the participant. Mr. Love was the only NEO to participate in the Deferred Compensation Plan in fiscal 2024. The Company did not make any discretionary contributions to the Deferred Compensation Plan in fiscal 2024.

401(k) Plan and Other Benefits

Each of our NEOs is eligible to participate in our 401(k) Plan. Participating employees may defer compensation into the plan, up to the statutory maximum set by the Internal Revenue Service. In addition, our Company provides matching contributions under the plan to eligible employees, including our NEOs. The matching contributions provided by our Company under the 401(k) Plan are equal to 100% of employee contributions, up to 3% of their compensation and 50% of further employee contributions, up to 5% of their compensation, subject to the annual limits established by the Internal Revenue Service.

Role of the Compensation Committee in Executive Compensation

During fiscal 2024, the Committee made all decisions regarding the compensation levels of our executive officers.

It is the Committee's responsibility to (1) oversee the design of our executive compensation programs, policies and practices, (2) determine the types and amounts of most compensation for NEOs, and (3) review and approve the adoption, termination and amendment of, and to administer and, as appropriate, make recommendations to the Board regarding, our cash incentive and equity incentive plans. The Committee has the authority to exercise discretion with respect to executive compensation awards and performance metrics and may authorize adjustments to targets and/or awards as it deems necessary or appropriate. No such discretion was exercised with respect to the NEOs’ fiscal 2024 compensation.

In addition, as described below, the Committee directly engaged Korn Ferry (US) (“Korn Ferry”) to assist in its review of compensation for our executive officers.

Role of Management in Executive Compensation

Our Chief Executive Officer, Mr. Conroy, provides input and makes recommendations to the Committee regarding our executive compensation program. He also reports to the Committee on individual NEO performance and provides recommendations regarding each NEO’s compensation (except with respect to his own compensation).

Role of Independent Compensation Consultant

The Committee engaged Korn Ferry in October 2023 as its independent compensation consultant to advise on NEO and director compensation for fiscal 2024. The independent compensation consultant generally advises the Committee on the appropriateness of our compensation philosophy, peer group selection and general executive compensation program design. As part of its engagement with the Committee, the independent compensation consultant:

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The Committee annually reviews the independence of Korn Ferry as its consultant under applicable SEC and NYSE rules on conflicts of interest. Following this review, the Committee determined that Korn Ferry’s work for us does not raise any conflicts of interest. The Committee's evaluation included consideration of all services provided to us, the amount of fees received as a percentage of Korn Ferry’s annual revenue, its policies and procedures designed to prevent conflicts of interest, any business or personal relationships between Korn Ferry and the members of the Committee or executive officers and any ownership of our stock by the

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advisors providing executive and director compensation services to us. Korn Ferry did not provide any additional services unrelated to executive or director or broader equity strategy compensation consulting in fiscal 2024.

Peer Group and Benchmarking

In making executive compensation determinations for fiscal 2024, we relied on the significant experience of our directors in establishing compensation across many companies in multiple industries, as well as the input of our Chief Executive Officer, who has many years of experience in our industry. We have also established a peer group of firms in similar business sectors, most notably specialty retail. The peers selected are of a comparable size and complexity. There were no changes in fiscal 2024 to our peer group used in fiscal 2023. Our fiscal 2024 peer group was comprised of the companies listed below.

Abercrombie & Fitch Co.

Children’s Place, Inc.

Crocs, Inc.

Five Below, Inc.

Floor and Decor Holdings, Inc.

Hibbett Sports, Inc.

Leslie’s, Inc.

MarineMax, Inc.

National Vision Holdings, Inc.

Ollie’s Bargain Outlet Holdings, Inc.

Sally Beauty Holdings, Inc.

Shoe Carnival, Inc.

Sleep Number Corporation

Stitch Fix, Inc.

The Buckle, Inc.

Urban Outfitters, Inc.

Zumiez Inc.

The pay levels and award practices of these firms were considered as inputs when establishing the fiscal 2024 compensation programs for our NEOs. The Committee periodically evaluates competitive market data to include the most suitable peer group, as well as other market data deemed relevant. The Committee reviews our NEO compensation against an appropriate peer group on a more formal basis and also considers other relevant market data to ensure that our NEO compensation is competitive and sufficient to recruit and retain our NEOs. The Committee periodically reviews and updates this peer group for benchmarking and peer group analysis in determining and developing compensation packages for our NEOs.

Tax Considerations

As a general matter, our Board and the Committee review and consider the various tax and accounting implications of our existing and proposed compensation programs.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallows publicly-listed companies a tax deduction for compensation in excess of $1,000,000 paid to certain current and former executive officers. Although the Committee considers tax consequences as a factor when it makes compensation decisions, it retains the discretion and flexibility to make compensation decisions resulting in the grant of non-deductible compensation to the extent it deems that it is appropriate.

Stock Ownership Guidelines

The Compensation Committee maintains stock ownership guidelines to further align the interests of our executive officers and directors with the interests of our stockholders and to encourage long-term stock ownership. The guidelines apply for so long as the executive officer or director occupies such positions.

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The stock ownership guidelines for NEOs and directors are shown below as multiples of base salary and annual cash retainer, respectively:

Qualifying holdings include: (1) shares held directly or jointly with a spouse; (2) shares held individually or by a spouse or children residing in the executive officer’s or director’s household; (3) shares held by a family partnership or trust created by the executive officer or director or for which he or she or their spouse acts as a general partner or trustee and for which the executive officer or director, their spouse or children are among the qualified beneficiaries; and (4) the executive officer’s or director’s vested and unvested time-based restricted stock and RSUs. Vested and unvested stock options and unvested shares subject to performance-based vesting awards do not count towards satisfaction of the guidelines. The above stock ownership guidelines were adopted in fiscal 2024 and are expected to be met within five years of the adoption date. As of March 30, 2024, all named executives officers and directors are expected to be in compliance with the stock ownership guidelines within the five-year compliance period.

Clawback Policy

In fiscal 2024, the Committee adopted a new incentive compensation recoupment policy. Our policy, which is administered by the Committee, complies with the rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and the NYSE. This policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement. During fiscal 2024, the Company was not required to recoup any compensation under our incentive compensation recoupment policy.

Anti-Hedging Policy

The Company’s Insider Trading Policy prohibits NEOs from the hedging of securities. For more information, please see “Compensation Risk Management and Other Policies” on page 11 of this proxy statement.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation of our NEOs for fiscal 2024, 2023 and 2022.

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Grants of Plan-Based Awards