Boot Barn Holdings, Inc.

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 principal executive officer (“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 2024 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. For prior years’ footnotes describing the adjustments to calculate PEO CAP and Non-PEO NEOs CAP, please refer to our 2023 proxy statement.

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

PEO SCT Total to CAP Reconciliation

Average Non-PEO NEOs SCT Total to CAP Reconciliation

the applicable year of an assumed $100 investment in, respectively, our common stock and the peer group on the last trading day before the earliest fiscal year the peer group company is included, assuming reinvestment of dividends.

Tabular Disclosure of Most Important Compensation-Related Measures

The following table sets forth an unranked list of the most important measures, including CSM, used by the Company to link CAP for the PEO and each of the Non-PEO NEOs to Company performance for fiscal 2024 as described in more detail above under “Compensation Discussion and Analysis”:

Company TSR compared to Peer Group TSR

The table below shows the Company’s four-year cumulative TSR compared to that of its peer group TSR. The Company’s peer group, as discussed further above under “Compensation Discussion and Analysis,” has varied year-over-year, largely given the outsized growth the Company has seen in Consolidated EBIT and Revenue over the last several years, which has impacted the peer group used to analyze executive compensation. Below is a recap of the Company’s peer group over each of the last four fiscal years. Each peer group company has been included in the cumulative TSR calculation only in the fiscal years in which it was part of the Company’s peer group. As shown below, there was no change in the peer group from fiscal 2023 to fiscal 2024.

The chart below assumes $100 invested on the last trading day before the earliest fiscal year the peer group company is included.

CAP versus TSR

The chart below provides a comparison of the PEO and average Non-PEO NEOs CAP with the Company TSR. As shown in the chart below, the Company’s TSR over the four-year period of fiscal 2021 through fiscal 2024 generally aligns with CAP values for our PEO and Non-PEO NEOs over the same period. Our compensation program design emphasizes structuring a significant portion of NEO compensation in the form of at-risk, performance-based equity incentives.

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 improvement in net income from fiscal 2021 to fiscal 2022 and the decrease in net income from fiscal 2023 to fiscal 2024 do not directly align with CAP outcomes. While there are several contributing reasons for this, the main driver, especially with respect to fiscal 2021 PEO CAP, is related to the change in the fair values of the equity awards from prior years.

CAP versus Consolidated EBIT

As described above, we identified Consolidated EBIT 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 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 fiscal 2021, fiscal 2022, fiscal 2023 and fiscal 2024, 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. Additionally, with respect to fiscal 2024 CAP as compared to fiscal 2023 CAP and as discussed in the “Compensation Discussion and Analysis” section of this proxy statement, the compensation committee determined to set the fiscal 2024 Consolidated EBIT target below the Company’s actual fiscal 2023 Consolidated EBIT for the Annual Cash Incentive Bonus Plan after taking into consideration that fiscal 2023 was a 53-week year and fiscal 2024 was a 52-week year, as well as the general macroeconomic environment in the retail industry.