RESOLVED: Shareholders of Burlington Stores, Inc. (the “Company”) request that the Executive Compensation Committee of the Board of Directors take into consideration the pay grades and/or salary ranges of all classifications of Company employees when setting target amounts for CEO compensation. Compliance with this policy is excused if it will resu
This proposal encourages the Executive Compensation Committee to consider whether the CEO’s compensation is internally aligned with the Company’s pay practices for its other employees. Under this proposal, the Compensation Committee will have discretion to determine how other employees’ pay should influence CEO compensation. This proposal does not require the Executive Compensation Committee to use employee pay data in a specific way to set CEO compensation. The Compensation Committee also will retain authority to use peer group benchmarks. This proposal is not a request for new disclosures. Rather it is a suggested improvement and enhancement to the committee’s process for setting target amounts for the CEO’s compensation. How the committee would make the improvement is within its discretion.
Like at many companies, our Company’s Executive Compensation Committee has used peer group benchmarks of what other companies pay their CEOs to set its target CEO compensation. To ensure that our Company’s CEO compensation is reasonable relative to our Company’s overall employee pay philosophy and structure, we believe that the Executive Compensation Committee should also consider the pay grades and/or salary ranges of all Company employees when setting CEO compensation target amounts.
Over time, using peer group benchmarks as the primary measure to set CEO compensation targets can lead to pay inflation. Although many companies target CEO compensation at the median of their peer group, certain companies have targeted their CEO’s pay above median. In addition, peer groups can be cherry-picked to include larger or more successful companies where CEO compensation is higher.
High levels of CEO pay relative to other employees may hurt organizational performance. High pay disparities between CEOs and other senior executives can undermine collaboration and teamwork. High levels of CEO pay can also negatively affect the morale and productivity of employees who are not senior executives. According to a 2016 MSCI study, labor productivity as measured by sales per employee was lower for companies with higher pay gaps. A 2018 study out of Harvard and USF showed “consumers are significantly less likely to buy from companies with high CEO pay ratios.”
In 2020 the International Corporate Governance Network, representing $54 trillion, asserted that “executive pay policy should reflect the experience of the overall workforce...”
The Company reports the Company’s median employee received $11,583 in total compensation in fiscal 2019. In its 2019 CSR Report, the Company reports that 75% of associates self-identify as female and 71% self-identify as a racial or ethnic minority.