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 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.

We had two PEOs during fiscal 2025. Mr. Conroy (“PEO 2”) served as the PEO from March 31, 2024 until his resignation from the Company effective November 22, 2024. Mr. Hazen (“PEO 1”) served as the PEO beginning on November 22, 2024 and through the remainder of fiscal 2025.

The methodology for calculating amounts presented in the columns for 2025 “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.

PEO 1 SCT Total to CAP Reconciliation

PEO 2 SCT Total to CAP Reconciliation

Average Non-PEO NEOs SCT Total to CAP Reconciliation

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 2025 as described in more detail above under “Compensation Discussion and Analysis”:

Company TSR Compared to Peer Group TSR

The Company’s peer group, as discussed further above under “Compensation Discussion and Analysis,” has varied during the presented fiscal years, largely given the outsized growth the Company has seen in Consolidated EBIT and revenue over the last several fiscal 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 five fiscal years. As discussed in the “Compensation Discussion and Analysis,” Hibbett Sports, Inc. was removed from the fiscal 2025 peer group as it was acquired in July 2024 and ceased to be a public company.

The chart below shows the Company’s four-year cumulative TSR compared to that of its peer group TSR. 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, and 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 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 2021 through fiscal 2025 generally aligns with CAP values for our PEOs and Non-PEO NEOs over the same period, with the exception of PEO 2 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 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 2 CAP, 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 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.