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Stock-Based Compensation | 3 Months Ended
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Jun. 28, 2025
Stock-Based Compensation |
Stock-Based Compensation | 6. 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 (“RSUs”) or performance share units (“PSUs”). 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 Board (the “Compensation Committee”). Restricted stock awards granted under the 2014 Plan vested over one or four years, as determined by the Compensation Committee. RSUs granted under the 2014 Plan vested over service periods of one, four or five years, as determined by the Compensation Committee. PSUs 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 Effective Date 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 Board 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 June 28, 2025, all awards granted under the 2020 Plan to date have been market-based stock options, RSUs or PSUs. Market-based stock options granted under the 2020 Plan were subject to the vesting criteria discussed in Note 9 to the Company’s consolidated financial statements included in the Fiscal 2025 10-K. RSUs granted under the 2020 Plan vest over service periods ranging from one to four years, as determined by the Compensation Committee. PSUs granted under the 2020 Plan are subject to the vesting criteria discussed further below. Stock Options ​ During both the thirteen weeks ended June 28, 2025 and June 29, 2024, the Company did not grant options to purchase shares. ​ The following table summarizes the stock option activity for the thirteen weeks ended June 28, 2025: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Grant Date | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | Aggregate
​ | ​ | Stock | ​ | Average | ​ | Remaining | ​ | Intrinsic
​ |  | Options |  | Exercise Price |  | Contractual Life |  | Value (1)
​ | ​ | ​ | ​ | ​ | ​ | ​ | (in years) | ​ | (in thousands)
Outstanding at March 29, 2025 |  | 124,438 | ​ | $ | 24.26 | ​ | ​ | ​ | ​ | ​
Granted |  | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (4,122) | ​ | ​ | 20.87 | ​ | ​ | ​ | $ | 578
Cancelled, forfeited, or expired |  | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​
Outstanding at June 28, 2025 |  | 120,316 | ​ | $ | 24.38 |  | 3.9 | ​ | $ | 15,662
Vested and expected to vest after June 28, 2025 |  | 120,316 | ​ | $ | 24.38 |  | 3.9 | ​ | $ | 15,662
Exercisable at June 28, 2025 |  | 120,316 | ​ | $ | 24.38 |  | 3.9 | ​ | $ | 15,662
(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.
The tax benefit from stock options exercised during the thirteen weeks ended June 28, 2025 and June 29, 2024 was $0.1 million and $0.5 million, respectively. As of June 28, 2025, there were no unvested stock options. Restricted Stock Units ​ During the thirteen weeks ended June 28, 2025 and June 29, 2024, the Company granted 77,875 and 96,060 RSUs, respectively, to non-employee directors, the Executive Chairman of the Board, and various employees under the 2020 Plan. The RSUs 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 RSUs granted during the thirteen weeks ended June 28, 2025 and June 29, 2024 totaled $12.2 million and $10.7 million, respectively. The grant date fair values of the RSUs granted during the thirteen weeks ended June 28, 2025 and June 29, 2024 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock-based compensation expense recognized on a straight-line basis over the vesting period, subject to certain exceptions. Performance Share Units ​ During the thirteen weeks ended June 28, 2025 and June 29, 2024, the Company granted 46,231 and 61,530 PSUs, respectively, to various employees under the 2020 Plan with grant date fair values of $7.2 million and $6.9 million, respectively. PSUs 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 periods for PSUs granted during: (i) the thirteen weeks ended June 28, 2025, began March 30, 2025 and ends April 1, 2028; and (ii) the thirteen weeks ended June 29, 2024, began March 31, 2024 and ends March 27, 2027. The performance metrics for these PSU awards were established by the Compensation Committee at the beginning of the performance period. At the end of the performance period, the number of shares to be issued is fixed based upon the degree of achievement of the pre-determined performance goals for such PSUs. If the cumulative three-year performance goals are below the threshold level, the number of PSUs to vest will be 0%, if the performance goals are at the threshold level, the number of PSUs to vest will be 50% of the target amounts, if the performance goals are at the target level, the number of PSUs to vest will be 100% of the target amounts, and if the performance goals are at the maximum level, the number of PSUs to vest will be 200% of the target amounts, each subject to continued service by the applicable award recipient through the last day of the performance period (subject to certain exceptions). If performance is between threshold and target goals or between target and maximum goals, the number of PSUs to 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 values of the PSUs granted during the thirteen weeks ended June 28, 2025 and June 29, 2024 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock-based compensation expense recognized on a straight-line basis over the three-year vesting period, subject to certain exceptions. The expense recognized over the vesting period is adjusted up or down on a quarterly basis based on the anticipated performance level during the performance period. If the performance goals are not probable of achievement during the performance period, any previously recognized stock-based compensation expense is reversed. The PSUs are forfeited if the threshold performance goals are not achieved as of the end of the performance period. Stock-Based Compensation Expense A summary of stock-based compensation expense by award-type is presented below:
​ | ​ | ​ | ​ | ​ | ​
​ | Thirteen Weeks Ended
​ | June 28, | ​ | June 29,
(in thousands) | 2025 |  | 2024
Stock options | $ | — | ​ | $ | 404
RSUs | ​ | 1,955 | ​ | ​ | 3,416
PSUs | ​ | 1,721 | ​ | ​ | 1,944
Total stock-based compensation expense, before tax | ​ | 3,676 | ​ | ​ | 5,764
Income tax benefit | ​ | (620) | ​ | ​ | (1,197)
Total stock-based-compensation expense, after tax | $ | 3,056 | ​ | $ | 4,567
​ Stock-based compensation expense of $0.8 million and $1.8 million was recorded in cost of goods sold in the consolidated statements of operations for the thirteen weeks ended June 28, 2025 and June 29, 2024, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations. A summary of unamortized stock-based compensation expense and the weighted-average remaining recognition period of awards granted under the Company’s stock-based compensation plans as of June 28, 2025 is presented below:
​ | ​ | ​ | ​
(in thousands, except for periods) | ​ | June 28, 2025
RSUs | ​ | ​ | ​
Unamortized compensation expense for RSUs | ​ | $ | 17,456
Weighted-average remaining recognition period (in years) | ​ |  | 2.28
​ | ​ | ​ | ​
PSUs | ​ | ​ | ​
Unamortized compensation expense for PSUs | ​ | $ | 14,603
Weighted-average remaining recognition period (in years) | ​ |  | 2.47
​

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