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Stock-Based Compensation | 9 Months Ended
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Dec. 28, 2024
Stock-Based Compensation |
Stock-Based Compensation | 5. Stock-Based Compensation ​ Equity Incentive Plans ​ On October 19, 2014, the Company approved the 2014 Equity Incentive Plan, which was amended as of August 24, 2016 (as amended, the “2014 Plan”). The 2014 Plan authorized the Company to issue awards to employees, consultants and directors for up to a total of 3,600,000 shares of common stock, par value $0.0001 per share. All awards granted by the Company under the 2014 Plan were nonqualified stock options, restricted stock awards, restricted stock units or performance share units. Options granted under the 2014 Plan have a life of eight to ten years and vested over service periods of four or five years or in connection with certain events as defined by the 2014 Plan and as determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). Restricted stock awards granted under the 2014 Plan vested over one or four years, as determined by the Compensation Committee. Restricted stock units granted under the 2014 Plan vested over service periods of one, four or five years, as determined by the Compensation Committee. Performance share units granted under the 2014 Plan were subject to the vesting criteria discussed further below. ​ On August 26, 2020 (the “Effective Date”), the Company’s stockholders approved the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan, and on August 25, 2021, the Company’s stockholders approved Amendment No. 2021-1 to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (as amended, the “2020 Plan”). Following the approval of the 2020 Plan, no further grants have been made under the 2014 Plan. The 2020 Plan authorizes the issuance of awards to employees (including executive officers) of the Company or any of its subsidiaries or other Affiliates (as defined in the 2020 Plan) and non-employee directors of the Company’s Board of Directors or any member of any board of directors of any Affiliate for up to a total of 2,000,000 shares of common stock, par value $0.0001 per share. In addition, and subject to adjustment as set forth in the 2020 Plan, shares of common stock subject to outstanding awards under the 2014 Plan that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid in shares or are paid in cash after the Effective Date shall be added to the share reserve under the 2020 Plan. As of December 28, 2024, all awards granted under the 2020 Plan to date have been market-based stock options, restricted stock units or performance share units. Market-based stock options granted under the 2020 Plan are subject to the vesting criteria discussed in Note 8 to the Company’s consolidated financial statements included in the Fiscal 2024 10-K. Restricted stock units granted under the 2020 Plan vest over service periods ranging from one to four years, as determined by the Compensation Committee. Performance share units granted under the 2020 Plan are subject to the vesting criteria discussed further below. ​ Stock Options ​ During both the thirteen and thirty-nine weeks ended December 28, 2024 and December 30, 2023, the Company did not grant options to purchase shares. ​ The following table summarizes the stock option activity for the thirty-nine weeks ended December 28, 2024: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Grant Date | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | Aggregate
​ | ​ | Stock | ​ | Average | ​ | Remaining | ​ | Intrinsic
​ |  | Options |  | Exercise Price |  | Contractual Life |  | Value (1)
​ | ​ | ​ | ​ | ​ | ​ | ​ | (in years) | ​ | (in thousands)
Outstanding at March 30, 2024 |  | 340,605 | ​ | $ | 40.00 | ​ | ​ | ​ | ​ | ​
Granted |  | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (122,547) | ​ | ​ | 24.06 | ​ | ​ | ​ | $ | 12,999
Cancelled, forfeited or expired |  | (86,189) | ​ | ​ | 86.96 | ​ | ​ | ​ | ​ | ​
Outstanding at December 28, 2024 |  | 131,869 | ​ | $ | 24.13 |  | 4.4 | ​ | $ | 17,478
Vested and expected to vest after December 28, 2024 |  | 131,869 | ​ | $ | 24.13 |  | 4.4 | ​ | $ | 17,478
Exercisable at December 28, 2024 |  | 131,869 | ​ | $ | 24.13 |  | 4.4 | ​ | $ | 17,478
(1) | Intrinsic value for stock options is defined as the difference between the market price of the Company’s common stock on the last business day of the fiscal quarter and the weighted average exercise price of the in-the-money stock options outstanding at the end of each fiscal period.
A summary of the status of non-vested stock options as of December 28, 2024, including changes during the thirty-nine weeks ended December 28, 2024, is presented below: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant Date
​ |  | Shares |  | Fair Value
Nonvested at March 30, 2024 |  | 154,487 | ​ | $ | 30.63
Granted |  | — | ​ | ​ | —
Vested |  | (68,298) | ​ | ​ | 10.71
Nonvested shares forfeited |  | (86,189) | ​ | ​ | 46.41
Nonvested at December 28, 2024 |  | — | ​ | $ | —
​ Restricted Stock Units ​ During the thirteen weeks ended December 28, 2024, the Company granted 12,953 restricted stock units to the Executive Chairman of the Company’s Board of Directors and various employees under the 2020 Plan. The restricted stock units granted cliff vest on the second anniversary of the grant date, provided that the respective award recipient continues to be employed by the Company through the vest date. The grant date fair value of the awards granted during the thirteen weeks ended December 28, 2024 totaled $1.8 million. The Company recognizes the expense relating to these awards on a straight-line basis over the service period of each award, commencing on the grant date. ​ During the thirty-nine weeks ended December 28, 2024, the Company granted 109,013 restricted stock units to various non-employee directors, the Executive Chairman of the Company’s Board of Directors, and various employees under the 2020 Plan. The restricted stock units granted vest in periods ranging from one to three years, provided that the respective award recipient continues to be employed by the Company through the vesting period (subject to certain exceptions). The grant date fair value of the awards granted during the thirty-nine weeks ended December 28, 2024 totaled $12.5 million. The Company recognizes the expense relating to these awards on a straight-line basis over the service period of each award (subject to certain exceptions), commencing on the grant date. ​ During the thirteen weeks ended December 30, 2023, the Company did not grant restricted stock units. ​ During the thirty-nine weeks ended December 30, 2023, the Company granted 132,713 restricted stock units to various non-employee directors and employees under the 2020 Plan. The restricted stock units granted to employees vest in three equal annual installments beginning on the grant date, provided that the respective award recipient continues to be employed by the Company through each of those dates (subject to certain exceptions). The restricted stock units granted to the Company’s non-employee directors vest on the first day following the first anniversary of the date of the grant. The grant date fair value of the awards granted during the thirty-nine weeks ended December 30, 2023 totaled $8.6 million. The Company recognizes the expense relating to these awards on a straight-line basis over the service period of each award (subject to certain exceptions), commencing on the grant date. ​ Performance Share Units ​ The Company did not grant performance share units during the thirteen weeks ended December 28, 2024 and December 30, 2023. ​ During the thirty-nine weeks ended December 28, 2024 and December 30, 2023, the Company granted 61,530 and 112,740 performance share units, respectively, to various employees under the 2020 Plan with grant date fair values of $6.9 million and $7.3 million, respectively. Performance share units are stock-based awards in which the number of shares ultimately received depends on the Company’s performance against its cumulative earnings per share target over a three-year performance period. The performance period for the awards granted during the thirty-nine weeks ended December 28, 2024 began March 31, 2024 and ends March 27, 2027, and the performance period for the awards granted during the thirty-nine weeks ended December 30, 2023 began April 2, 2023 and ends March 28, 2026. ​ The performance metrics for these awards were established at the beginning of the performance periods. At the end of the performance periods, the number of performance share units to be issued is fixed based upon the degree of achievement of the performance goals. If the cumulative three-year performance goals are below the threshold level, the number of performance share units to vest will be 0%, if the performance goals are at the threshold level, the number of performance share units to vest will be 50% of the target amounts, if the performance goals are at the target level, the number of performance share units to vest will be 100% of the target amounts, and if the performance goals are at the maximum level, the number of performance share units to vest will be 200% of the target amounts, each subject to continued service by the applicable award recipients through the last day of the respective performance periods (subject to certain exceptions). If performance is between threshold and target goals or between target and maximum goals, the number of performance share units that vest will be determined by linear interpolation. The number of shares ultimately issued can range from 0% to 200% of the participant’s target award. ​ The grant date fair value of the performance share units granted during both the thirty-nine weeks ended December 28, 2024 and December 30, 2023, respectively, was initially measured using the Company’s closing stock price on the dates of grant with the resulting stock compensation expense recognized on a straight-line basis over the three-year vesting periods (subject to certain exceptions). The expense recognized over the vesting periods is adjusted up or down on a quarterly basis based on the anticipated performance level during the performance periods. If the performance metrics are not probable of achievement during the performance periods, any previously recognized stock compensation expense is reversed. The awards are forfeited if the threshold performance goals are not achieved as of the end of the respective performance periods. ​ Stock-Based Compensation Expense ​ During the thirteen weeks ended December 28, 2024, the Company’s Chief Executive Officer (“CEO”) resigned and forfeited all of his unvested equity awards. This resulted in a net reversal of stock-based compensation expense of $6.0 million associated with the former CEO’s unvested equity awards during the thirteen weeks ended December 28, 2024. Stock-based compensation expense was ($2.7 million) and $2.6 million for the thirteen weeks ended December 28, 2024 and December 30, 2023, respectively. Stock-based compensation expense was $8.2 million and $10.4 million for the thirty-nine weeks ended December 28, 2024 and December 30, 2023, respectively. Stock-based compensation expense of $0.9 million and $0.3 million was recorded in cost of goods sold in the condensed consolidated statements of operations for the thirteen weeks ended December 28, 2024 and December 30, 2023, respectively. Stock-based compensation expense of $3.7 million and $2.1 million was recorded in cost of goods sold in the condensed consolidated statements of operations for the thirty-nine weeks ended December 28, 2024 and December 30, 2023, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations. ​ As of December 28, 2024, there was no unrecognized stock-based compensation expense related to unvested stock options. As of December 28, 2024, there was $9.0 million of total unrecognized stock-based compensation expense related to restricted stock units, with a weighted-average remaining recognition period of 1.82 years. As of December 28, 2024, there was $6.2 million of total unrecognized stock-based compensation expense related to performance share units, with a weighted-average remaining recognition period of 2.12 years.

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