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Boot Barn Holdings, Inc.

For the period ended Aug 26, 2026. Filed Jul 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 26, 2026 · Filed Jul 16, 2026

BOOT$130.96-5.7%Stored close · as of Nov 6, 2026
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Contents

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship of “compensation actually paid” (“CAP”) to our PEO and other NEOs (“Non-PEO NEOs”) and our, and certain of our peers’, performance. For information regarding the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement, beginning on page 21.

The methodology for calculating amounts presented in the columns for 2026 “CAP to PEO 1,” “CAP to PEO 2,” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table.

The following tables and narrative disclosure provide information on the relationship of the compensation of PEO 1, PEO 2, and our other Non-PEO NEOs, compared to our performance over the past five fiscal years.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Value of Initial Fixed $100 Investment Based on: · ​ · ​ · ​ · ​ · ​ · ​
(a)FiscalYear (1) · ​ · (b)SCT Total PEO 1 · ​ · (c)SCT Total PEO 2 · ​ · (d)CAP to PEO 1 (2) · ​ · (e)CAP to PEO 2 (2) · ​ · (f)Average SCT Total for Non-PEO NEOs · ​ · (g)Average CAP to Non-PEO NEOs (2) · ​ · (h)Total Shareholder Return (3) · ​ · (i)Peer Group Total Shareholder Return (3) · ​ · (j) Net Income (in thousands) · ​ · (k)CSM:Consolidated EBIT(in thousands) (4)
2026​$6,661,922​$-​$11,060,323​$-​$2,283,273​$4,269,230​$235.75​$117.76​$225,880​$299,145
2025​​3,565,927​​5,914,378​​4,216,572​​(15,220,969)​​2,162,934​​2,702,319​​164.57​​112.74​​180,942​​239,352
2024​​​​​6,973,503​​​​​7,367,614​​1,815,713​​2,369,165​​150.32​​147.96​​146,996​​198,214
2023​​​​​9,795,809​​​​​(3,068,276)​​1,476,243​​103,495​​121.07​​100.55​​170,553​​231,787
2022​​​​​4,479,778​​​​​17,738,024​​1,419,248​​3,174,953​​152.50​​83.37​​192,450​​258,338
(1)NEOs included in the above compensation columns reflect the following:
​​​​​
Fiscal Year​PEO​Non-PEO NEOs
2026​ ​ ​ ​ ​John Hazen​ ​ ​ ​ ​James M. Watkins, Laurie Grijalva, Jonathon Kosoff, Michael A. Love
2025​John Hazen (beginning November 22, 2024)James G. Conroy (until November 22, 2024)​James M. Watkins, Peter Starrett, Laurie Grijalva, Michael A. Love
2024​James G. Conroy​James M. Watkins, Laurie Grijalva, John Hazen, Michael A. Love
2023, 2022​James G. Conroy​Gregory V. Hackman, James M. Watkins, Laurie Grijalva, John Hazen, Michael A. Love
(2)The dollar amounts reported in columns (d), (e), and (g) represent the amounts of CAP to PEO 1, CAP to PEO 2, and Average CAP to Non-PEO NEOs, respectively. CAP does not necessarily represent cash and/or equity value transferred to the PEOs or Non-PEO NEOs without restriction, but rather is a value calculated in accordance with applicable SEC rules. As the Company does not have a defined benefit plan, no adjustments for pension benefits are included in the below tables. Similarly, no adjustments were made for dividends, as the Company has not paid any dividends. No adjustments were made for equity awards that were granted and vested in the same fiscal year, as there were no such equity awards for the fiscal years presented. Additionally, no adjustments were made for equity awards that failed to meet their vesting conditions, as any such equity awards were previously accounted for in prior fiscal years. The following tables reconcile CAP to the SCT Total for the PEOs and the Non-PEO NEOs.

PEO 1 SCT Total to CAP Reconciliation

​​​​​​​
​ · ​ · Fiscal 2026 · ​ · Fiscal 2025
SCT Total​$6,661,922​$3,565,927
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year​​4,100,160​​1,850,221
Plus: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Fiscal Year​​5,856,681​​2,109,234
Plus: Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Fiscal Years​​2,379,760​​155,754
Plus: Change in Fair Value of Vested Equity Awards Granted from Prior Fiscal Years​​262,120​​235,878
CAP​$11,060,323​$4,216,572

PEO 2 SCT Total to CAP Reconciliation

​​​​​​​​​​​​​​​​
​ · ​ · Fiscal 2026 · ​ · Fiscal 2025 · ​ · Fiscal 2024 · ​ · Fiscal 2023 · ​ · Fiscal 2022
SCT Total​$-​$5,914,378​$6,973,503​$9,795,809​$4,479,778
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year​​-​​5,250,100​​4,899,980​​8,200,025​​1,600,078
Plus: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Fiscal Year​​-​​-​​6,766,392​​3,795,733​​986,054
Plus: Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Fiscal Years​​-​​-​​2,045,422​​(6,212,364)​​12,759,978
Plus: Change in Fair Value of Vested Equity Awards Granted from Prior Fiscal Years​​-​​892,225​​(3,517,723)​​(2,247,429)​​1,112,292
Less: Fair Value as of Prior Fiscal Year-End of Equity Awards that Failed to Meet Applicable Vesting Conditions​​-​​16,777,472​​-​​​​​​
CAP​$-​$(15,220,969)​$7,367,614​$(3,068,276)​$17,738,024

Average Non-PEO NEOs SCT Total to CAP Reconciliation

​​​​​​​​​​​​​​​​
​ · ​ · Fiscal 2026 · ​ · Fiscal 2025 · ​ · Fiscal 2024 · ​ · Fiscal 2023 · ​ · Fiscal 2022
SCT Total​$2,283,273​$2,162,934​$1,815,713​$1,476,243​$1,419,248
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year​​1,075,187​​1,117,637​​999,984​​760,030​​464,967
Plus: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Fiscal Year​​1,535,801​​1,382,935​​1,380,883​​334,917​​294,822
Plus: Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Fiscal Years​​1,324,668​​116,513​​274,804​​(530,391)​​1,573,495
Plus: Change in Fair Value of Vested Equity Awards Granted from Prior Fiscal Years​​200,675​​157,574​​(102,251)​​(417,244)​​352,355
CAP​$4,269,230​$2,702,319​$2,369,165​$103,495​$3,174,953
(3)Total Stockholder Return (“TSR”) and peer group TSR reflect our TSR compared to that of a peer group of similarly-sized (based on EBITDA, market capitalization, and revenue sizes, as well as total shareholder return) publicly-traded companies in similar business sectors, most notably specialty retail, used by our compensation committee in making executive compensation determinations and described under “Compensation Discussion and Analysis.” Information regarding the peer group, including changes in the companies comprising the fiscal 2026 peer group and the TSR calculations based on the fiscal 2025 peer group, is set forth under “Company TSR Compared to Peer Group TSR.” TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on March 26, 2021, through and including the end of the applicable fiscal year as presented in the table. TSR calculations reflect reinvestment of dividends.
(4)In accordance with SEC rules, the table must include, in addition to relative TSR and Net Income, a Company-Selected Measure (“CSM”). We have included Consolidated EBIT, a non-GAAP financial measure that is defined for this purpose as earnings before income taxes, excluding certain one-time selling, general, and administrative expenses. As discussed above under “Compensation Discussion and Analysis,” Consolidated EBIT is a key measure used in determining compensation of our NEOs.

Tabular Disclosure of Most Important Compensation-Related Measures

The following table sets forth an unranked list of the most important measures, including the CSM, used by the Company to link CAP for the PEOs and each of the Non-PEO NEOs to Company performance for fiscal 2026 as described in more detail above under “Compensation Discussion and Analysis”:

​​​​​​​​​​​
​​PEO​Non-PEO NEOs
​​John Hazen​James M. Watkins​Laurie Grijalva​Jon Kosoff​Michael A. Love
Consolidated EBIT*​X​X​X​X​X
Earnings per Diluted Share​X​X​X​X​X
Revenue​X​X​X​X​X
Consolidated Merchandise Margin​​​​​X​​​​
Consolidated Exclusive Brand Sales Penetration​​​​​X​X​X
  • Consolidated EBIT is a non-GAAP financial measure that is defined for this purpose as earnings before income taxes, excluding certain one-time selling, general, and administrative expenses.

Company TSR Compared to Peer Group TSR

The following chart sets forth the fiscal 2026 peer group as compared to the fiscal 2025 peer group. Changes to the peer group in fiscal 2026 are discussed in the “Compensation Discussion and Analysis” on page 29. If the 2025 peer group were used, the peer group TSR for each year would be $75.93, $98.27, $145.96, $110.21, and $116.19 for fiscal 2022, fiscal 2023, fiscal 2024, fiscal 2025, and fiscal 2026, respectively.

​​​​​
Peer Group Companies​Fiscal 2025​Fiscal 2026
Floor and Decor Holdings, Inc.​X​X
MarineMax, Inc.​X​X
National Vision Holdings, Inc.​X​X
Ollie’s Bargain Outlet Holdings, Inc.​X​X
Shoe Carnival, Inc.​X​X
Stitch Fix, Inc.​X​X
The Buckle, Inc.​X​X
Zumiez Inc.​X​X
Children’s Place, Inc.​X​​
Sleep Number Corporation​X​​
Abercrombie & Fitch Co.​X​X
Crocs, Inc.​X​X
Five Below, Inc.​X​X
Sally Beauty Holdings, Inc.​X​X
Urban Outfitters, Inc.​X​X
Leslie’s, Inc.​X​​
Arhaus, Inc.​​​X
Kontoor Brands, Inc.​​​X
Wolverine World Wide, Inc.​​​X

The chart below shows the Company’s five-year cumulative TSR compared to that of its peer group TSR. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on March 26, 2021, through and including the end of the applicable fiscal year as presented in the table. TSR calculations reflect reinvestment of dividends.

CAP versus TSR

The chart below provides a comparison of the PEO 1 CAP, PEO 2 CAP, and average Non-PEO NEOs CAP with the Company TSR. As shown in the chart below, the Company’s TSR over the five-year period of fiscal 2022 through fiscal 2026 generally aligns with CAP values for our PEOs and Non-PEO NEOs over the same period, with the exception of PEO 2 CAP in fiscal 2025. Mr. Conroy forfeited all unvested equity awards upon resignation from the Company, which negatively impacted his CAP in fiscal 2025.

CAP versus Net Income

SEC rules require that net income be presented as a performance measure in the Pay Versus Performance Table above. The Company does not use net income to determine compensation levels or incentive plan payouts, and therefore, as depicted in the below chart, there was not total alignment between CAP and net income. Specifically, the decrease in net income from fiscal 2023 to fiscal 2024 does not directly align with CAP outcomes. While there are several contributing reasons for this, the main driver is related to the change in the fair values of the equity awards from prior years. Further, the increase in net income for fiscal 2025 does not align with PEO 2 CAP for fiscal 2025 due to the fact that Mr. Conroy forfeited all unvested equity awards upon resignation from the Company, which negatively impacted his CAP in fiscal 2025.

CAP versus Consolidated EBIT

As described above, we identified Consolidated EBIT, a non-GAAP financial measure, as our CSM that represents, in our view, the most important financial measure used to link CAP to our performance. The chart below provides a comparison of the PEO 1 CAP, PEO 2 CAP, and average Non-PEO NEOs CAP with the Company’s Consolidated EBIT. While Consolidated EBIT was our most heavily-weighted metric under the Annual Cash Incentive Bonus Plan for each of the fiscal years presented, there is not total alignment between the Company’s Consolidated EBIT performance and CAP. As noted above, the primary driver in the discrepancy between Consolidated EBIT and CAP relates to the change in the fair values of the equity awards from prior years. Further, the increase in Consolidated EBIT for fiscal 2025 does not align with PEO 2 CAP for fiscal 2025 due to the fact that Mr. Conroy forfeited all unvested equity awards upon resignation from the Company, which negatively impacted his CAP in fiscal 2025.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.