8-KLeadership ChangesExhibits & Filings

Burlington Stores, Inc. 8-K Report, Executive Changes (Apr 23, 2019)

Filed April 23, 2019For Securities:BURL

Summary

Burlington Stores, Inc. (BURL) announced significant leadership changes via an 8-K filing on April 23, 2019. The most impactful development for investors is the appointment of Michael O’Sullivan as the new Chief Executive Officer, effective September 16, 2019. Mr. O’Sullivan brings extensive retail leadership experience, notably serving as President and COO of Ross Stores, Inc. since 2009. His compensation package is substantial, including a $1.3 million base salary, significant bonus and long-term incentive opportunities totaling approximately $9.5 million in the first year (pro-rated), and a substantial $25 million one-time equity grant to compensate for forfeited awards at his previous employer. In conjunction with O'Sullivan's appointment, current CEO Thomas A. Kingsbury will transition to the role of Executive Chairman to ensure a smooth handover. Additionally, Jennifer Vecchio has been promoted to President and Chief Merchandising Officer, receiving a corresponding increase in salary and incentive targets. These executive shifts signal a new chapter for Burlington Stores, with a focus on experienced leadership driving future growth.

Key Highlights

  • 1Michael O’Sullivan appointed as new CEO, effective September 16, 2019.
  • 2O’Sullivan has a strong background, having served as President and COO of Ross Stores, Inc. since 2009.
  • 3O’Sullivan's employment agreement includes a $1.3 million base salary, a target annual bonus of 150% of base salary, and a significant long-term incentive award target of $8.5 million for fiscal year 2019 (pro-rated).
  • 4A one-time sign-on bonus of $250,000 and a $25 million long-term incentive grant (equity-based) were provided to O'Sullivan.
  • 5Thomas A. Kingsbury will transition from CEO to Executive Chairman to support the leadership transition.
  • 6Jennifer Vecchio promoted to President and Chief Merchandising Officer, with an adjusted compensation package including a 10% base salary increase and enhanced incentive targets.
  • 7The filing outlines O'Sullivan's severance benefits, which include two years of salary, bonus, and health benefits in case of involuntary termination without cause or resignation for good reason.

Frequently Asked Questions

Michael O’Sullivan has been appointed as the new Chief Executive Officer, and he is expected to begin his role on or about September 16, 2019.

Mr. O’Sullivan has extensive experience in the retail sector, most recently serving as President and Chief Operating Officer of Ross Stores, Inc. since 2009. Prior to that, he held various leadership positions at Ross Stores and was a partner at Bain & Company.

Michael O’Sullivan's compensation package includes an annual base salary of $1,300,000, an annual target bonus opportunity of 150% of his base salary, and a significant long-term incentive award. He also received a $250,000 sign-on bonus and a substantial one-time equity grant valued at $25,000,000.

Thomas A. Kingsbury, the current Chairman, President, and CEO, will step down from his CEO role upon Mr. O’Sullivan’s start date. He will continue to support the company as Executive Chairman of the Board during a transition period, and his current compensation and benefits will continue during this time.

Yes, Jennifer Vecchio was promoted to President and Chief Merchandising Officer, effective April 21, 2019. Her compensation package was adjusted to reflect her new role, including an increase in base salary and enhanced incentive targets.