| Nonqualified Deferred Compensation Table . . . . . . . . . . . . | 44 | | | Potential Payments upon Termination or Change-in-Control | | | (1) Mr. Gaffney and Ms. Tyson resigned from their roles effective in September 2019 and January 2020, respectively. The Company entered into a consulting arrangement with Ms. Tyson pursuant to which she will serve in a consulting role through the first quarter of the 2020 fiscal year. | | | | | | | | | | | In fiscal 2015, we made significant and meaningful contributions to the long-term success of the organization, including growing our omni-channel platform by ending the year with 644 Dick's stores, 73 Golf Galaxy stores and 19 Field & Stream stores and growing our eCommerce business by 19%. We continued to progress on our multi-year plan to transition our eCommerce business onto our internal web platform and in fiscal 2015, we re-launched www.golfgalaxy.com onto our own web platform and launched Field & Stream’s first ever eCommerce website on that same platform. However, we faced record-setting warm weather across the majority of our markets during the back half of fiscal 2015. The impact of this warm weather on sales was significant enough to impact us on a full-year basis, and we ended the year with a consolidated same store net sales decrease of 0.2%. Notwithstanding the temporary challenges
24 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders20
Executive Compensation (continued)
FINANCIAL RESULTS - FISCAL 2019
presented by the abnormal weather,In fiscal 2019, the Company was able to deliver 6.7% growth in net salesdelivered GAAP and non-GAAP earnings per diluted share ("EPS") of $2.87*$3.34 and $3.69, respectively, and an increase in net sales of 3.72%. We ended the year with a consolidated same store sales increase of 3.7%. We continued to make significant and meaningful contributions to the Company's long-term success, including the continued and profitable growth of our omni-channel platform, ending the year with 726 DICK'S Sporting Goods stores, 94 Golf Galaxy stores and 27 Field & Stream stores and delivered 16% growth in our eCommerce business on a 52-week to 52-week comparative basis. Our five-year top line and bottom line performance is detailed below. * See Appendix A for the GAAP to non-GAAP reconciliations
| | | | | | | | | We have grown our top line net sales through opening stores in new and underpenetrated markets, while increasing annual same-store net sales at our existing stores and on our eCommerce sites. | | *See Appendix A for the GAAP to non-GAAP reconciliations.reconciliations for each year shown. The Company did not report EPS on a Non-GAAP basis for fiscal 2018.
We are committed to driving shareholder returns through profitable growth, dividends, and share repurchases.**FY17 comprises 53 weeks
|
Comparison of Cumulative Returns The following graph compares the performance of the Company’s common stock with the performance of the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500”) and the S&P Specialty Retail Index for the periods indicated below. The graph assumes that $100 was invested on January 28, 2011 in the Company’s common stock, the S&P 500 and the S&P Specialty Retail Index and that all dividends were reinvested.
The stock performance graph is not necessarily indicative of future performance.
21 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders
Executive Compensation (continued)
OUR COMPENSATION ALLOCATION - WE ALLOCATE PAY WITH AN EMPHASIS ON VARIABLE COMPENSATION
Our compensation programs are designed to attract, retain, and motivate the executive management team that we needwill drive us to evolve as aan omni-channel specialty retail company that continuesand to evolvekeep pace with our customers.changing consumer preferences. We want to attract and retain top executive talent by offeringproviding market-competitive base salaries and time-based restricted stock grants. WeFurthermore, we motivate our executives to continuedrive the Company to growdevelop and evolve with the Company by offering both short-term and long-term performance-based incentive awards, including restricted stock and stock options, that aligneach of which aligns the interests of our executives with our stockholders. stockholders and encourages focus on longer-term growth.
Overall, a considerable portion of the compensation forpayable to our named executive officers is considered to be “pay-at-risk.”
To further strengthen the emphasis on variable compensation, the Committee increased the short-term incentive target for the Chairman and CEO to 210% effective for the fiscal 2015 plan year."pay-at-risk." The following chart below illustrates how base salary, restricted stock, stock options and short-term incentive awards were allocated for fiscal 2015 (assuming2019. The value of equity awards granted in connection with (1) the fiscal 2015 short-term incentive plan achieved target level payout)2019 LTIP, (2) the 2019 special grant of restricted stock to certain named executive officers, and (3) promotions are excluded for purposes of the following illustration.
Dick's Sporting Goods, Inc. "OtherProxy Statement and Notice of 2020 Annual Meeting of Stockholders25
Executive Compensation (continued)
| | | | | | | | | | | | | | | | Amounts may not add due to rounding | | | | |
"Other NEO Pay Allocation" excludes payments made to our currentformer Executive Vice President —- Chief FinancialTechnology Officer, Teri L. List-Stoll,Paul Gaffney, who joined the Company mid-fiscal 2015; as a result, Ms. List-Stoll did not receive all elements of the annual executive compensation package. Equity awards for promotions are also excluded for purposes of this chart.package due to his mid-year departure from the Company. Each of the variable elements of compensation for fiscal 2015 was affected by the Company’s fiscal 2015 performance and the Company’s stock price performance. As we discuss further below, there were no payouts pursuant to the fiscal 2015 short-term incentive award. We discuss each of the elementselement of our compensation program is discussed in furthergreater detail starting on page 2830 of this proxy statement.
VARIABLE COMPENSATION ISCOMPONENTS - DRIVEN BY COMPANY PERFORMANCE Our short-term and long-term performance-based incentive programs are designed to pay based on an assumed threshold growth inensure a strong connection between the Company’s performance.performance and executive compensation. Each incentive program is distinct and rewardsstructured to reward the achievement of specific, pre-determined financial, operational and strategic goals. Our programs are designed to provide payment to executives only upon realization of an assumed threshold (or better) achievement of Company goals. We use, or have used, one-, three-, four- and five-year measurement periods, depending on the specific purpose of the program. At any given time, we could have one or more incentive programs in place, and might from time-to-timewhich have been designed to drive specific strategic goals. We will continue to adopt new incentive programs based on our organizational needs and the Company’s strategic plan.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders 22
Executive Compensation (continued)
Short-Term Performance-Based Incentive Program - – Our short-term performance-based incentive program (“STIP”("STIP") is based on the Company’sCompany's annual operating plan and requires that the Company achieve a threshold level of financial performance in order for any payout to occur. For fiscal 2015, ourThe 2019 STIP required threshold levelthe attainment of growth in net sales across all of our channels, which we refergoals related to as “Consolidated Sales,” and growth in consolidated adjusted earnings before taxes adjusted for("Adjusted EBT"), which excluded certain non-recurring, infrequent, unusual or special items as approved by the Compensation Committee. We refer to this adjusted consolidated earnings before taxes as “EBT.” InCommittee and in accordance with the event that threshold EBT was not achieved, no incentive payments would have been awarded regardless of our Consolidated Sales growth. This design ensures that pay is based on the Company’s year-over-year profitable growth. The chart below, which shows the last five yearsterms of the Company’s year-over-year Consolidated SalesCompany's Amended and EBT growth compared to the short-term incentive award paid to our CEO, demonstrates this alignment.
Restated 2012 Stock and Incentive Plan (the "2012 Plan"). See Appendix A for the GAAP to non-GAAP reconciliations of EBT (non-GAAP) reconciliations.
Information about the metrics and payout for the fiscal 2015 STIP is available starting on page 28 - 31.
The negative impact of the weather resulted in net sales and earnings below our estimates, and below the threshold performance level required for payouts under our STIP. As a result, our executive officers and incentive-eligible associates did not receive a payout under the fiscal 2015 STIP. This plan is described in more detail on page 28.to Adjusted EBT.
Long-Term Incentive Programs
- Our performance-based restricted stock programs are special performance-based long-term grants that do not provide
For 2019, we also implemented an opportunity for annual vesting. Theadditional short-term performance metrics provide vesting opportunities at threshold and target levels, with 100% vesting only if the target level metrics are met. Most recently, in 2013 we adopted a one-time 5-year restricted-stock based performance planincentive program based on stretch netgoals relating to consolidated same store sales and operating margin goals. We have referredgrowth subject to this planthe attainment of Adjusted EBT goals that we refer to as our 2013 LTIP, which covers Company performance from fiscal 2013 through fiscal 2017. The stretch goals need to be met at threshold level in order for any of the restricted stock awards to vest.Sales Growth Incentive
2326 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders
Executive Compensation (continued)
Plan or "SGI". Neither the STIP nor the SGI will payout unless certain minimum goals are satisfied. Information about the metrics used and payouts made under the 2019 STIP and 2019 SGI are available starting on page 31.
The Company has completed three of the five fiscal years included in the 2013 LTIP performance period. Based on the Company’s fiscal 2013, fiscal 2014 and fiscal 2015 performance, the Company does not currently expect any of the awardedLong-Term Performance-Based Incentive Programs - Our long-term performance-based restricted stock programs are special performance-based grants that typically vest over three to be earned at the endfive years upon achievement of the 5-yearcertain pre-established performance period. The “Reported Value” shown under 2013 LTIP represents the grant date fair value for 100% of the awardedmetrics.
Most recently, we granted long-term performance-based restricted stock awards in July 2019, which we refer to as reportedthe "2019 LTIP". Awards granted under the 2019 LTIP will vest, if at all, in April 2022 following achievement of pre-established performance goals during the “Summary Compensation Table” for2020 fiscal 2013,year and continued employment through the yearvesting date. For more information on the 2019 LTIP, see "Special Long-Term Performance-Based Incentive Awards – 2019 LTIP" on pages 34 - 35 of grant. See page 31 for additional information about the 2013 LTIP.this proxy statement. BASED ON FISCAL 2015 PERFORMANCE ANDGOVERNANCE PRACTICES - STRONG GOVERNANCE UNDERLIES OUR FOCUS ON OUR OMNI-CHANNEL GROWTH, WE MADE RECENT COMPENSATION DECISIONS TO RETAIN AND MOTIVATE OUR ASSOCIATESPROGRAM
Special Discretionary Bonus for 2015 - Fiscal 2015 presented some temporary challenges that, ultimately, resulted in financial performance below the threshold level required for a payment under the Company’s short-term incentive plan. After careful review and deliberation, the Compensation Committee determined that the Company should pay a discretionary bonus to all incentive eligible associates other than the Chairman and CEO and EVP- COO, to recognize significant associate contributions that position the Company for continued profitable growth. Specifically, the Compensation Committee wanted to recognize executive and non-executive achievements in the Company’s transition to its own eCommerce platform, including the launch of www.golfgalaxy.com and www.fieldandstreamshop.com on the new platform, strong performance in growth categories where the Company made specific investments in improved product content, merchandise presentation, shopping experience and marketing, and the successful navigation of the unusually warm winter that materially affected the Company’s fourth quarter performance.
In its deliberation, the Committee determined that the bonus should have a retentive element for the executive officers. Therefore, the discretionary bonus for each executive officer is subject to repayment. Each executive officer must reimburse the Company for a pro-rata portion of the award if he or she voluntarily terminates his or her employment or if the Company terminates his or her employment for cause, in either case prior to March 15, 2018. In making this decision, the Compensation Committee felt the retentive value would serve to promote consistent leadership necessary for the achievement of the Company’s long-term strategic goals, including the Company’s initiatives to drive store productivity, grow store presence in new and underpenetrated markets, grow and control eCommerce, and expand presence in the outdoor space.
These discretionary bonuses paid to the Named Executive Officers were significantly less than the payouts the officers would have otherwise received had our financial results been achieved at the threshold level of payout. Furthermore, by their choice and as supported by the Compensation Committee, both Mr. Stack, Chairman and CEO, and Mr. Hawaux, EVP- COO elected not to receive bonuses.
Change to Fiscal 2016 STIP - The Committee also approved an annual short-term incentive plan for fiscal 2016 that raises the performance requirements for a payout for executive officers. For fiscal 2016, the Committee eliminated the opportunity of a payout for Company performance at a threshold level for executive officers. Though the short-term incentive plan has historically included payout opportunity at threshold, target and maximum level performance, the Committee felt that for fiscal 2016, executive officers should only get a payout if target level, or greater, performance is achieved. They made this change for one year to raise performance requirements for fiscal 2016 as a balance against the discretionary award made for fiscal 2015.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders 24
Executive Compensation (continued)
STRONG GOVERNANCE UNDERLIES OUR COMPENSATION PROGRAMWe strive to align the Company’s executive compensation program with the interests of the Company and its stockholders and we implement strong corporate governance in our executive compensation program to achieve this result.stockholders. The chartschart below highlighthighlights certain pay practices that we utilize and those that we avoid, so as to maintain discipline in our executive compensation program.
| | | | | | Pay Practices We Utilize | | | Link pay to performance | We link a significant portion of executive compensation to Company performance. A substantial majority of our named executive officer's fiscal 2019 compensation was variable compensation tied to our financial performance and/or our stock price. | Threshold earnings must be achieved in orderUse of threshold gate for payouts to occur
| ThresholdThe Company will not pay out short- or long-term performance-based incentive awards unless the Company achieves a threshold level EBT, adjusted for certain non-recurring, infrequent, unusual or special items, must be achievedof earnings before any performance-based incentives are paid to named executive officers.taxes even if the Company exceeds other pre-established performance goals. This ensures that aan acceptable level of stockholder value is generated before any performance-based incentive compensation is awarded to our named executive officers.paid. See pages 2829 to 30 and page 3134 for further information.
| AAlignment of performance metrics with Company’s strategy
| The variety of performance metrics ensures focus on the Company’s strategy | We have used a variety of performance metrics, including same store net sales, inventory turn, operating margin, and total net sales in our incentive-basedperformance-based incentive programs in order to alignaligns compensation with successful deployment of the Company’sCompany's long-term strategy. For fiscal 2015, our short-term incentive program was based on Consolidated Sales and EBT. See pages 2829 to 3034 for further information.
| Grants are based on 100% of fair market value
| Our equity plan requires that all common stock grants are priced at 100% of fair market value on the date of grant, as reported on the NYSE.
| Dividends on restricted stock and performance stock are subject to forfeiture | The Company currently pays quarterly dividends. However, all dividends paid on restricted stock (both time and performance stockbased) are subject to forfeitureaccrued and are paid only if the underlying restricted stock ultimately vests.
| Stock Ownership Guidelines keep our executives invested ownership guidelines | We have adoptedOur stock ownership guidelines to ensure that our executive officers and directors are financially invested in the Company alongside our stockholders, as further detailed on page 3135 of this proxy statement.
| We prohibit short-selling andNo short-sales or hedging and restrictrestricted pledging transactions
| Our executive officers and directors are strictly prohibited from engaging in short selling, and put, call, or other derivative transactions or hedging or other monetization transactions in our common stock. Furthermore, our executiveExecutive officers and directors are strongly discouraged from pledging our common stock. Such transactionsstock and require pre-approval from our Governance and Nominating Committee.to do so.
| Perquisites are not a material feature of our Compensation Program
Limited perquisites | We provide limited perquisites. Executive officers and directors are required to reimburse the Company for personal use of the Company’s aircraft. See our “Summary Compensation Table”Perquisites and Other Personal Benefits and Personal Use of Company Aircraft on pages 33 to 34page 36 for further information. |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders27
Executive Compensation (continued) | | | | | | Pay Practices We Avoid | | We do not haveNo employment agreements with our Executive Officersexecutive officers
| The Company has no employment contracts in place with any of its executive officers. The Companyofficers and is obligated to pay very limited severance in connection with non-competition agreements entered into with a broad base ofcertain employees, including our named executive officers. See page 32 for further information.
| We do not have Change-in-Control AgreementsNo change-in-control agreements | The Company does not have change-in-control agreements with any of its executive officers. | Our equity plan does not provide forNo automatic accelerated vesting of awards upon a Change of Controlchange-in-control
| OurExcept for 2019 LTIP, our equity compensation plans do not provide for automatic acceleration of vesting of awards in the event of a change-in-control. See pages 4245 to 4346 for further information.
| We do not provideNo tax gross-ups
| Other than for relocation benefits, we do not provide tax gross-ups on compensation or personal benefits. See page 32pages 35 to 37 for further information. | We do not repriceNo repricing underwater stock options
| Our equity plan prohibits the repricing of stock options unless our stockholders approve such actions. | | No hedging or monetization transactions | Under our Insider Trading Policy, our named executive officers are strictly prohibited from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. |
25
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders
Executive Compensation (continued)
In addition to maintaining discipline in our executive compensation program, we believe these pay practices create an overall compensation program that is designed to motivate and reward our employees and executive officers for their performance on a short-term and long-term basis and for taking appropriate business risks. TheseFurther, these pay practices mitigatehelp to ensure that excessive or unnecessary risk taking is mitigated, and encourage a level of risk taking that is not reasonably likely to have a material adverse effect on the Company. THE
COMPENSATION DECISION-MAKING PROCESS IS THOROUGH AND BALANCES OBJECTIVE DATA WITH A DEEP UNDERSTANDING OF OUR BUSINESS Participants in the compensation decision-making process utilize a combination of objective data along with a deep understanding of the Company's business as they consider each element of compensation. Further, participants in the decision-making process strive to ensure that programs are complementary, balance risk, and support both the short- and long-term objectives of the Company. As of the record date, our Chairman and Chief Executive Officer controls 59.70%controlled approximately 58% of the combined voting power of our common stock and Class B common stock. He has been operating the Company since 1984 and has led the Company through its sustained growth for over 3035 years. He has a substantial role in the development of the Company’s long-term strategy, and as a result, provides critical input in the development of executive compensation programs intended to motivate executives to achieve that strategy. However, ultimately all decisions relating to executive compensation are ultimately madeapproved by the Compensation Committee, which is comprised entirely of "Non-employee"Non-Employee Directors" for purposes of Rule 16b-3 under the Exchange Act, and some cases, an ad hoc subcommittee of the Compensation Committee (the "Ad Hoc Subcommittee") who also satisfy the requirements of "outside directors" for purposes of Section 162(m) of the Code, and all named executive officer compensation packages, including the Chairman and Chief Executive Officer’s compensation, are approved annually by the Compensation Committee or in some cases, the Ad Hoc Subcommittee.Act. As a controlled company, the Company is not required to have an independent Compensation Committee under the listing standards of the NYSE, but has determinedwe believe that having independent voices in the executive compensation decision-making process areis in the best interestinterests of the Company’s stockholders and balancesfurther ensures that we achieve alignment between pay withand performance. Compensation of our Chief Executive Officer - Participants– Our Chief Human Resources Officer, the Compensation Committee and the Board participate in the compensation decision-making process for theour Chief Executive Officer consist of our SVP -Officer. Our Chief Human Resources the Compensation Committee and the Board. Our SVP - Human ResourcesOfficer works with management’s compensation consultant to develop and review benchmarking information. Based on this benchmarking information, our SVP -Chief Human Resources makesOfficer provides compensation recommendations of compensation for theour Chief Executive Officer to the Compensation Committee. The Compensation Committee then reviews the benchmarking information, the Company’s historical performance against performance targets for incentive compensation awards, the Company’s overall financial performance and theour Chief Executive Officer’s overall performance. The Compensation Committee may also discuss these matters directly with theour Chief Executive Officer. Following review, the Compensation Committee approves the Chief Executive Officer’srecommends compensation levels and performance targets for grants under our short-termSTIP and long-term incentive programsany LTIP for theour Chief Executive Officer, and ultimatelyalso determines whether suchand to what extent pre-established performance targets have been met and to what extent.met. All components of theour Chief Executive Officer’s compensation, including base salary, short-term incentive,STIP, long-term incentive and other equity
28 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued) awards are approvedrecommended by the Compensation Committee to the Board, which subsequently considers and in some cases, by the Ad Hoc Subcommittee for purposes of Section 162(m) of the Code, and are then subsequently approvedfinalizes compensation in an executive session of all directorsindependent directors. Compensation of our other than theNamed Executive Officers– Our Chairman and Chief Executive Officer. Compensation of our Named Executive Officers, other thanOfficer, our Chief ExecutiveHuman Resources Officer - The participants and the Compensation Committee participate in the compensation decision-making process for our other named executive officers, other than theofficers. Our Chief Executive Officer, consist of our Chairman and Chief Executive Officer, our SVP - Human Resources and the Compensation Committee. Our SVP - Human ResourcesOfficer works with our Chairman and Chief Executive Officer to develop recommendations onfor all components of a named executive officer’s compensation, including recommending compensation levels and performance targets for grants of short-termunder our STIP and long-term incentive awards and discretionary matching contributions to the Company’s retirement programs.any LTIP. Recommendations are based on the Company’s historical performance, the Company’s financial, operational and strategic goals, benchmarking information provided by management’s compensation consultant, the Company’s talent needs and individual performance. OurRecommendations regarding the compensation of our Chief Human Resources Officer is made by our Chairman and Chief Executive Officer makes the final determination on whether new and/or revised compensation programs will be presented to the Compensation Committee.Officer.
The Chairman and Chief Executive Officer reviews hisand Chief Human Resources Officer review the recommendations with the Compensation Committee, and our SVP- Human Resources. The Compensation Committee (and for purposes of Section 162(m) of the Code, the Ad Hoc Subcommittee)which is responsible for approving all components of executive compensation as well as for approving performance targets for our short-termSTIP and long-term incentive programsany LTIP, and determining whether and to what extent any pre-established performance targets have been met and to what extent.met. The Compensation Committee also reviews and approves all new and/or revised executive compensation programs. The Compensation Committee has delegated certain non-executive compensation matters to a subcommittee consisting
Appointment of Chief People Officer – Upon the departure of Ms. Tyson as our Chief Human Resources Officer in January 2020, other members of management. The subcommittee does not have authority to make determinationsour compensation team fulfilled her responsibilities as outlined above, with respect to the 2020 compensation decision-making process both for our Chief Executive Officer and other named executive officer compensation.
Dick's Sporting Goods, Inc. Proxy Statement and Noticeofficers. In April 2020, we appointed a Chief People Officer who will fulfill the responsibilities of 2016 Annual Meeting of Stockholders 26the Chief Human Resources Officer going forward, including as it relates to executive compensation matters.
Executive Compensation (continued)
OBJECTIVEMARKET DATA - PROVIDES INSIGHT INTO MARKETINDUSTRY PRACTICES
Role of Management’s Compensation Consultant - – In fiscal 2015,2019, management retained Hay Group, Inc., a nationally known consulting company with a strong emphasis in the retail sector (“Hay Group”),Willis Towers Watson as its compensation consultant to provide market data, benchmarking research, survey information and peer group advice relating to executive compensation. In addition, management has separately engagedWillis Towers Watson to provide consulting services relating to director compensation. Both Hay Group and Towers Watson workworks directly with our human resources team, including our SVP -Chief Human Resources. Neither Hay Group nor Towers Watson meet with or otherwise provide advice or consulting services to our Compensation Committee.Resources Officer. All research for executive compensation conducted by Hay Group andWillis Towers Watson is provided to the Compensation Committee directly by management. The Compensation Committee may work with its own compensation consultant as it deems necessary, but generally believes that it is preferable to coordinate with management in working with a consultant to ensure seamless administration of our compensation program.
In fiscal 2019, the aggregate fees paid to Willis Towers Watson for their services in assisting with the determination and recommendation as to the form and amount of director and executive compensation was $132,709, and the aggregate fees for additional services provided to the Company by Willis Towers Watson or its subsidiaries were $100,453. The Compensation Committee evaluated the independence of Willis Towers Watson under applicable NYSE rules, including the services provided and the associated fees paid, and has concluded that Willis Towers Watson was independent and that its engagement did not present any conflicts of interest. Benchmarking Executive Compensation - In general, the Compensation Committee has benchmarked base salary and time-vested equity awards for named executive officers to retail market median, with a willingness to pay above market median for executives who have critical skills in key operational areas for the Company or for outstanding performance against key financial metrics. – Company management has historically engaged Hay GroupWillis Towers Watson to review, analyze and make recommendations with respect to our named executive officer compensation, both as to individual components as well as the comprehensive package. Each pay component utilized by the Company in fiscal 20152019 was analyzed using the Hay Group 2014 Retail Industry Total Remuneration Report (referred to as the “Hay Retail Survey”), which includes 143 retailpublicly available compensation data for peer group companies and providesgeneral retail compensation survey data provided by job title (controlling for differences in responsibility and revenue).Willis Towers Watson.
In 2015, managementManagement engaged Hay GroupWillis Towers Watson in 2019 to conduct a review of the direct compensation components paid to our named executive officers against a specific benchmark retail group, with a focus on base pay, annual performance incentive pay and stock-based compensation. This benchmark retail group, consisting of 16 companies (referred to as the “Retail"Retail Peer Group”Group") consisting of 18 companies, was selected based on the following attributes:
•publicly-held retailers, with an emphasis on specialty retailersretailers; •retailers with annual revenues between one-half and two and one-half times the Company’s annual revenue, and •retailers with which we compete for executive talent “medium” to “large” box retailers (i.e. average store size of 15,000 square feet or greater)
retailers with comparable financial metrics (i.e., that consider both short-and long-term performance metrics such as market capitalization, sales, return on invested capital and total shareholder return)
The Retail Peer Group is reviewed and approved annually by the Compensation Committee and may change from time to time based on each component retailer’s continued relevance to the Company’s current or future business model, as well as the competitive environment for executive talent.
The Retail Peer Group for fiscal 2015 compensation recommendations was comprised of the following companies:
| | | | Abercrombie & Fitch Co. | Big Lots, Inc. | PetSmart, Inc. | Advance Auto Parts, Inc. | Cabela’s Incorporated | Ralph Lauren Corporation | American Eagle Outfitters, Inc. | Dollar Tree Stores, Inc. | Ross Stores, Inc. | Ascena Retail Group, Inc. | Foot Locker, Inc. | Tractor Supply Company | AutoZone, Inc. | GameStop Corp. | VF Corporation | Bed, Bath & Beyond, Inc. | L Brands, Inc. | Williams-Sonoma, Inc. |
27 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders29
Executive Compensation (continued)
The Retail Peer Group is reviewed, updated, and approved annually by the Compensation Committee and may change periodically based on each component retailer’s continued satisfaction of our selected attributes, as well as the overall competitive environment for executive talent.
STOCKHOLDERS
The Retail Peer Group for 2019 compensation recommendations was comprised of the following companies:
| | | | | | | | | | Advance Auto Parts, Inc. | Gap, Inc. | Ross Stores, Inc. | | Ascena Retail Group, Inc. | Kohl's Corporation | Tractor Supply Company | | AutoZone, Inc. | L Brands, Inc. | Ulta Beauty Inc. | | Bed, Bath & Beyond, Inc. | Michaels Stores, Inc. | VF Corporation | | Big Lots, Inc. | Ralph Lauren Corporation | Williams-Sonoma, Inc. | | Foot Locker, Inc. | | |
STOCKHOLDER SUPPORT OF OUR PAY PROGRAM Say-On-Pay Vote Results - – We held an advisory vote at the 2015 annual meeting2019 Annual Meeting of stockholders askingStockholders where we asked our stockholders to approve, on a non-binding advisory basis, the compensation paid to our named executive officers. The Compensation Committee has determined that the Company should hold this vote every year.officers in 2018. The Company received more than 98% approval from over 98% of the votes cast forwith respect to the 2018 compensation paid to our named executive officers with respect to fiscal 2014.officers. Because the Company is a “controlled"controlled company,”" the Compensation Committee also reviewedconsidered the voting results from the Company’s unaffiliated holders of the Company’s common stock. Based onThe Committee took into account the voting results, we have stronglevel of stockholder support of our executivereceived, among other factors, in establishing the Company's 2019 compensation policies and programs. ELEMENTS OF 2019 COMPENSATION The combination of our fixed and variable compensation elements, including performance-based programs and our time-vested equity program createsawards, create an overallaggregate compensation program design that rewards the achievement of financial, operational and strategic goals over one-, three-, four- and five-year measurement periods.periods of varying lengths. The Compensation Committee believes that this overall compensation program design creates balanced incentives for our named executive officers that encouragesencourage them to grow the Company in a disciplined, focused manner with a view towards long-term success. Each element
Philosophy– Our executive compensation philosophy is to provide a market competitive compensation package that serves to attract, retain and motivate the executive management team that will drive us to evolve as an omni-channel specialty retail company and to keep pace with changing consumer preferences. In general, we set all elements of compensation haswithin a specific purpose.range based on the market median and are willing to pay more for leaders who have critical skills in key operational areas or for outstanding performance against key financial metrics.
Base Salary - – Base salary is intended to provide reasonable andyet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance. Base salary is benchmarked by the Compensation Committee at the retail market median, with a willingness to pay above median to attract and retain executives who have critical skills in key operational areas for the Company and to retain executives who have delivered sustained superior performance for the Company. Furthermore, base salary determinations take into account tenure with the Company and areas of responsibility, particularly where executives have combined executive roles. The Compensation Committee examines base salary in conjunction with data provided by the Hay Retail SurveyWillis Towers Watson and against the Retail Peer Group to help guide it in determining adjustments to base salary increases.salaries.
| | | | | | | Name | Position | 2015 Salary | 2016 Salary | % Change | | Edward W. Stack | Chairman and Chief Executive Officer | $1,000,000 | $1,000,000 | 0% | | Teri L. List-Stoll | Executive Vice President — Chief Financial Officer | $750,000 | $750,000 | 0% | | André J. Hawaux | Executive Vice President — Chief Operating Officer | $772,500 | $772,500 | 0% | | Michele B. Willoughby | Executive Vice President — eCommerce and Supply Chain | $525,000 | $540,750 | 3.0% | | Lee J. Belitsky | Executive Vice President — Product Development and Planning, Allocations and Replenishment | $489,518 | $489,518 | 0% | | Lauren R. Hobart | Executive Vice President — Chief Marketing Officer | $520,000 | $520,000 | 0% |
Short-Term Incentive Awards30 - The Company looks at a combination of performance metrics to design its STIP, paid annually in cash. As previously discussed, the Company did not meet the threshold performance level required for payouts under our short-term incentive plan for fiscal 2015. As a result, our named executive officers did not receive a payout under the fiscal 2015 STIP. Nonetheless, below we describe the structure of the incentive plan.
For fiscal 2015, the Company used Consolidated sales and EBT goals to determine whether short-term incentive awards would be paid. The 2015 annual performance incentive components and targets were established by the Compensation Committee with a goal of continued focus on driving sustained profitable growth. The metrics were based on the Company’s annual operating plan, and required threshold level of EBT to be achieved in order for any payouts to occur.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders28
Executive Compensation (continued) | | | | | | | | | | | | | | | | Name | Position | 2019 Salary | 2020 Salary(1) | % Change | | Edward W. Stack | Chairman and Chief Executive Officer | $1,100,000 | $47,438 | (95.7)% | | Lee J. Belitsky | Executive Vice President — Chief Financial Officer | $686,200 | $11,323 | (98.3)% | | Lauren R. Hobart | President | $775,000 | $39,428 | (94.9)% | | Donald J. Germano | Executive Vice President — Stores | $615,000 | $307,500 | (50.0)% | | Navdeep Gupta | Senior Vice President — Finance and Chief Accounting Officer | $400,000 | $260,000 | (35.0)% | Paul J. Gaffney(2) | Former Executive Vice President — Chief Technology Officer | $691,900 | N/A | N/A | Holly R. Tyson(2) | Former Senior Vice President — Chief Human Resources Officer | $475,100 | N/A | N/A |
(1) The Company temporarily reduced the salaries of the named executive officers, members of senior management, and certain other salaried employees to preserve cash while the Company manages its response to COVID-19. The salaries of the CEO, President, and CFO were reduced to an amount covering the benefits provided by the Company. The salaries of other EVPs and SVPs were reduced by 50% and 35%, respectively. (2) Mr. Gaffney and Ms. Tyson left the Company in September 2019 and January 2020, respectively. Ms. Tyson continued to serve as an independent consultant to the Company through April 30, 2020.
Short-Term Performance-Based Incentive Awards– For 2019, the Company utilized two short-term performance-based incentive programs to incentivize employees - the primary STIP and a supplementary, stretch short-term special growth incentive program or "SGI".
STIP– Payout under the STIP was based 100% on achievement of pre-established Adjusted EBT goals. The following table sets forth the specific threshold, target and maximum 2019 STIP payout amounts, as a percentage of base salary,eligible earnings, that had been potentially payable to our named executive officers under the Company’s fiscal 2015 STIP: | | | | | | | | | Threshold | Target | Maximum | | Name | Position | (as a percentage of base salary) | | Edward W. Stack | Chairman and Chief Executive Officer | 90% | 210% | 400% | | Teri L. List-Stoll | Executive Vice President — Chief Financial Officer | 60% | 75% | 150% | | André J. Hawaux | Executive Vice President — Chief Operating Officer | 80% | 100% | 200% | | Michele B. Willoughby | Executive Vice President — eCommerce and Supply Chain | 60% | 75% | 150% | | Lee J. Belitsky | Executive Vice President — Product Development and Planning, Allocations and Replenishment | 60% | 75% | 150% | | Lauren R. Hobart* | Executive Vice President — Chief Marketing Officer | 60% | 75% | 150% |
* Ms. Hobart was promoted from Senior Vice President
| | | | | | | | | | | | | | | | Name | Position | Threshold | Target | Maximum | | | (as a % of eligible earnings) | | | | Edward W. Stack | Chairman and Chief Executive Officer | 90% | 210% | 400% | | Lee J. Belitsky | Executive Vice President — Chief Financial Officer | 60% | 75% | 150% | | Lauren R. Hobart | President | 100% | 125% | 250% | Donald J. Germano(1) | Executive Vice President — Stores | 56% | 70% | 140% | Navdeep Gupta(2) | Senior Vice President — Finance and Chief Accounting Officer | 47% | 59% | 117% | Paul J. Gaffney(3) | Former Executive Vice President — Chief Technology Officer | 60% | 75% | 150% | Holly R. Tyson(4) | Former Senior Vice President — Chief Human Resources Officer | 48% | 60% | 120% |
(1) — Chief Marketing Officer to Executive Vice President — Chief Marketing Officer in September 2015. In connection with her promotion, herDuring 2019, the threshold, target, and maximum payouts were raisedlevels for Mr. Germano increased from 48%, 60% and 120% to 60%, 75% and 150%, and the payout levels identified are calculated on a pro-rated basis. (2) During 2019, the threshold, target, and maximum payouts levels for Mr. Gupta increased from 40%, 50% and 100% to 60%48%, 75%60% and 150%120%, respectively. Any actual payout would have been prorated based on the time in each position and the respective payout level.levels identified are calculated on a pro-rated basis. (3) Mr. Gaffney left the Company in September 2019 and was not eligible to receive payout under the 2019 STIP. (4) Although Ms. Tyson left her role as Chief Human Resources Officer as of January 1, 2020, she remained an independent consultant to the Company through April 30, 2020 and was eligible to receive payout under the 2019 STIP.
The determination of the annual STIP payout is based on achievement of two separate components: (1) EBT and (2) Consolidated Sales, each set at threshold, target, andor maximum levels.levels of Adjusted EBT. If threshold Adjusted EBT is not achieved, then no performance incentive amounts are paid, regardlesswill be payable to the Company's executive officers. When determining the attainment of whether the Consolidated Sales metric is achieved. TheSTIP performance metrics, the Compensation Committee is permitted tomay exercise negative discretion with respect to the incentive amount paid to any named executive officer, regardlessand adjust its evaluation of the level of the Company’s achievement of EBT and Consolidated Sales. EBT is the first and principal component of the fiscal 2015 STIP. Eighty percent (80%) of each named executive officer’s fiscal 2015 performance incentive award is calculated based on EBT achieved during the fiscal year relative to the pre-determined levels of threshold, target and maximum EBT.Company's performance.
The threshold, target, and maximum Adjusted EBT targetslevels correlate with the three levels of bonus expressed as a specified percentage of the named executive officer’s eligible earnings, as described above.base salary actually received by the executive officer during the fiscal year. The Company uses interpolation between the threshold and low target limit and between the high target limit and maximum EBT targets and the corresponding base salary percentagelevels to determine the specific amount of the payout for each named executive officer with respect to the achievement of the Adjusted EBT goal between the various levels. Consolidated Sales comprised the second component of the 2015 STIP. Twenty percent (20%) of each named executive officer’s fiscal 2015 STIP award is calculated based on achievement of the goal. As with the EBT component, the Company uses interpolation to determine the specific amount of the payout for each named executive officer with respect to the achievement of Consolidated Sales between the various levels.
For fiscal 2015, the Compensation Committee determined that the program for executive officers should provide an additional payout opportunity for superior Company performance based on achievement of a superior level of EBT. If the Company achieved this Superior Level of EBT, each named executive officer, other than the Chairman and Chief Executive Officer, would have received a payout of $200,000, with interpolation between the maximum level and the Superior Level.
| | | | | | | | | | | | | | | | | | 2015 Performance Targets | Threshold |
| Target |
| Maximum |
| Superior |
| Actual |
| EBT (in $000’s) | $ | 554,700 |
| $ | 600,000 |
| $ | 659,400 |
| $ | 669,400 |
| $ | 538,759 |
| Consolidated Sales (in $000’s) | $ | 7,185,000 |
| $ | 7,349,000 |
| $ | 7,556,000 |
| N/A |
| $ | 7,270,965 |
|
* See Appendix A for GAAP to non-GAAP reconcilations.
29 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders31
Executive Compensation (continued) | | | | | | | | | | | | | | | | | | | 2019 Performance Goal | Threshold | Target Range | | Maximum | Actual | | | Low | High | | | Adjusted EBT* (millions) | $374 | $410 | $425 | $444 | $450.5 | Payout Opportunity (as % of Target) | 80% | 100% | 100% | 200% | | | Chief Executive Officer % Attainment** | | | | | 190% | | Other NEO % Attainment | | | | | 200% |
* See Appendix A for GAAP to non-GAAP reconciliations. ** Chief Executive Officer % Attainment is lower than the Other NEO % Attainment because the CEO's payout curve varies from the other NEO payout curves as illustrated in the table on page 31.
To determine the actual incentiveSTIP payment, the Company applies the following formula to each named executive officer:
 | | | | | | | | | | | | | | | | | | | | | | Eligible Earnings | x | Target Payment
(% of Eligible Earnings) | x | % Attainment | = | Actual STIP Payout |
“Eligible earnings” represents actual payment to the named executive officer during the fiscal year, while “Component Attainment” is the Company’s actual performance against the Threshold, Target and Maximum levels.
The table below shows the target payments for each of our named executive officers and the actual incentive payments made to each of our named executive officers. | | | | | | | | Name | Target Payout Percentage | Target Payment | Actual Payout Percentage | Actual Payment | | Edward W. Stack | 210% | $2,100,000 | | 0% | $0 | | Teri L. List-Stoll | 75% | $281,250 | (1) | 0% | $0 | | André J. Hawaux | 100% | $768,606 | | 0% | $0 | | Michele B. Willoughby | 75% | $390,505 | | 0% | $0 | | Lee J. Belitsky | 75% | $365,288 | | 0% | $0 | Lauren R. Hobart (2) | 75% | $299,354 | | 0% | $0 |
| | | | | | | | | | | | | | | | | | | | | | Name | Eligible Earnings | Target Payment
(% of Eligible Earnings) | % Attainment | | Actual STIP Payout* | | | | | | | $ | % Eligible Earnings | | Edward W. Stack | $1,084,615 | 210% | 190% | | $4,338,461 | 400% | | Lee J. Belitsky | $683,663 | 75% | 200% | | $1,025,494 | 150% | | Lauren R. Hobart | $771,154 | 125% | 200% | | $1,927,885 | 250% | Donald J. Germano(1) | $607,848 | 70% | 200% | | $848,633 | 140% | Navdeep Gupta(2) | $393,846 | 59% | 200% | | $461,539 | 117% | Paul J. Gaffney(3) | — | — | — | | — | — | Holly R. Tyson(4) | $473,305 | 60% | 200% | | $567,966 | 120% |
* Percent attainment is rounded. Consequently, the product of eligible earnings, target payment, and % attainment does not correspond to actual STIP payout shown in the table. (1) Ms. List-Stoll joinedDuring 2019, the Company as Executive Vice President — Chief Financial Officer in August 2015target payout level for Mr. Germano increased from 60% to 75%, and the target payout level identified is calculated on a pro-rated basis. (2) During 2019, the target payout level for Mr. Gupta increased from 50% to 60%, and the target payout level identified in this chart is calculated on a pro-rated basis. (3) Mr. Gaffney left the Company in September 2019, and forfeited any payment is basedunder the 2019 STIP. (4) Although Ms. Tyson left her role as Chief Human Resources Officer on herJanuary 1, 2020, she remained an independent consultant to the Company through April 30, 2020 and was eligible to receive payout under the 2019 STIP. Ms. Tyson's eligible earnings were prorated to reflect full-year earnings for the calculation of her STIP and SGI payouts in fiscal 2015. (2) Ms. Hobart was promoted from Senior Vice President — Chief Marketing Officer to Executive Vice President — Chief Marketing Officer in September 2015. In connectionaccordance with the terms of her promotion, her threshold, target and maximum payouts were raised from 40%, 50% and 100% to 60%, 75% and 150%, respectively. Any actual payout would have been prorated based on the time in each position and the respective payout level.separation.
Annual short-term incentiveSTIP payments are paid for the most recently completed fiscal year (assuming performance levels have been met) as soon as administratively practical after the amounts are determined and certified by the Compensation Committee has takenCommittee.
SGI– In addition to the actions required under Section 162(m)2019 STIP, approximately 1,350 employees, including each of the Code.named executive officers, and store managers, were eligible for an additional payout under the SGI in 2019. The program was designed to incentivize employees deemed to most significantly drive profitable same store sales growth and, in turn, stock price appreciation and shareholder value growth. Payouts under the program were based on performance against 2019 consolidated same store sales growth and Adjusted EBT goals. Any payout under the plan required consolidated same store sales growth of at least 2.0% and Adjusted EBT of at least $425 million.
32 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued) The following table sets forth the specific amounts that were potentially payable to our named executive officers under the 2019 SGI based on achievement of goals related to consolidated comparable sales growth and Adjusted EBT. Potential payouts are based on a percentage of the named executive officer’s target STIP amount.
| | | | | | | | | | Consolidated Same Store Sales Growth | Adjusted EBT | Payout Potential as a Percent of Target STIP | | 2.5% | $440 M | 21.4% | | 3.0% | $445 M | 24.5% | | 3.5% | $450 M | 27.6% | | 4.0% | $455 M | 30.6% | | 4.5% | $460 M | 33.7% |
Based on the Company's actual 2019 consolidated same store sales growth of 3.7% and Adjusted EBT of $450.5M, eligible associates, including each of the named executive officers, received a payout under the SGI equal to 27.9% of his or her 2019 STIP target. The calculation of the 2019 SGI payout was determined after funding the 2019 STIP payout. The SGI successfully incentivized associates to drive sales growth, which translated to significant value creation for stockholders, as our 2019 Total Shareholder Return of +29% ranked near the top of our Retail Peer Group for the same period.
The table below shows the actual payments made to each of our named executive officers in connection with the 2019 SGI. | | | | | | | Name | 2019 SGI Payout | | Edward W. Stack | $634,650 | | Lee J. Belitsky | $142,870 | | Lauren R. Hobart | $268,590 | | Donald J. Germano | $118,230 | | Navdeep Gupta | $64,301 | Paul J. Gaffney(1) | — | Holly R. Tyson(2) | $79,128 |
(1) Mr. Gaffney left the Company in September 2019, and forfeited any payment under the 2019 SGI. (2) Although Ms. Tyson left her role as Chief Human Resources Officer on January 1, 2020, she remained an independent consultant to the Company through April 30, 2020 and consequently was eligible to receive payout under the 2019 SGI. Annual Long-Term Incentive Awards - – Long-term equity compensation is a key element of our executive compensation program. It is used to drive behaviors that lead to long-term growth and financial success, ensure balance between short- and long-term performance, focus, align executive and stockholder interests, retain key executive talent, and create an association between individual pay and the long-term performance of the Company. Equity compensation also builds an ownership mentality among executives. Long-termGenerally, long-term equity awards vesthave vested over three-, four- andthree to five-year periods.periods from the grant date. Equity grantsAnnual equity awards are generally made on an annual basis to specified categories of employees in amounts that take into account such factors as Company and individual performance, total stockholder return,an individual's ability to grow and add long-term value to the Company, share usage, and stockholder dilution, as well as market competitiveness. The target grant value is reflective of market competitive pay levels. An individual award can be granted at a level above or below the target value based on Company performance as well as individual performance and potential.
The Company’s annual grant of equity awards to our named executive officers, other than our Chairman and Chief Executive Officer, was split in fiscal 2015, with approximately 40% of the total grant value consisting of time-based restricted stock, and the remaining 60% awarded as a stock option. Our Chairman and Chief Executive Officer received approximately 70% of his total grant value in time-based restricted stock and 30% as a stock option.benchmarking information provided by management's compensation consultant. Special grants may also be authorized by the Compensation Committee for, among other things, new hires and promotions, exceptional performance or retention purposes. See “Special Grant of Restricted Stock” below for details on the special restricted stock grant made to our named executive officers in 2019.
The Company grantsIn 2019, the Company’s annual grant of equity awards basedto our named executive officers was split, with approximately 70% of the total grant value consisting of time-based restricted stock and the remaining 30% awarded in stock options.
Stock options generally vest 25% per year over four years following the grant date and have seven year maximum terms. Restricted stock grants generally vest 100% on the desired valuethird anniversary of the award, which is determinedgrant date. Stock options and restricted stock are subject to forfeiture if
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders33
Executive Compensation (continued) the recipient fails to remain actively employed through the vesting period. Holders of unvested restricted stock are entitled to voting and dividend rights. However, dividends are held by considering the long-term performance equity market data included inCompany and remain subject to forfeiture until the Hay Retail Survey and the practicesvesting of the Retail Peer Group. underlying shares of restricted stock to which the dividends relate. The Compensation Committee believes that a value-based approach ensures greater alignment and consistency with the external market and provides greater stability in managing equity expense. As such, the committee grants annual equity awards to each officer between 0% to 300% of an officer's target value based on Company and individual performance, individual potential, data provided by Willis Towers Watson, and the practices of the Retail Peer Group.
Dick's Sporting Goods, Inc. Proxy StatementThe table below shows the target award value and Noticethe actual award value made to each of 2016 Annual Meeting of Stockholders 30
Executive Compensation (continued)
Stock Options - Stock options are generally granted on an annual basis to our named executive officers vest 25% per year over four years followingin connection with the Company's annual equity grant date, and have seven year maximum terms.in April 2019.
| | | | | | | | | | | | | Name | Target Award Value | Actual Award Value | | | Edward W. Stack | $5,000,000 | $7,500,000 | | | Lee J. Belitsky | $900,000 | $900,000 | | | Lauren R. Hobart | $1,200,000 | $1,800,000 | | | Donald J. Germano | $500,000 | $625,000 | | | Navdeep Gupta | $500,000 | $500,000 | | Paul J. Gaffney(1) | $1,100,000 | $1,100,000 | | Holly R. Tyson(2) | $500,000 | $400,000 | |
(1) Mr. Gaffney forfeited all equity received under the 2019 annual equity award when he left the Company in September 2019. (2) Ms. Tyson forfeited all unvested equity received under the 2019 annual equity award after her consulting role terminated on April 30, 2020.
Special 2019 Grant of Restricted Stock - Restricted– In April 2019 the Compensation Committee granted certain key officers restricted stock awards are generally granted on anin addition to their annual basis to our executive officers, vestequity grants. The restricted stock awards vested 100% on the thirdfirst anniversary of the grant date,date. In deciding to grant this award, the Compensation Committee took into consideration the retention of top executives in light of several factors impacting company performance against 2018 STIP and remain2017 LTIP goals, including a major vendor's broadened distribution channel strategy and the Company's strategic decisions with respect to its hunt and electronics categories. The restricted stock awards were subject to forfeiture if the recipient failsfailed to remain actively employed through the vesting period. Holdersvesting. As a result, the award made to Mr. Gaffney was forfeited upon his departure from the Company. Ms. Tyson’s award vested due to her continued consulting relationship with the Company in 2020. The table below sets forth the amounts of unvestedthese restricted stock are entitled to voting and dividend rights; however, dividends are held by the Company and are subject to forfeiture until vesting of the underlying shares ofawards.
| | | | | | | | | | Name | Restricted Stock Shares | Restricted Stock Value(1) | | Lee J. Belitsky | 18,000 | $688,860 | | Lauren R. Hobart | 18,500 | $707,995 | | Donald J. Germano | 7,500 | $287,025 | | Navdeep Gupta | 4,300 | $164,561 | | Paul J. Gaffney | 11,000 | $420,970 | | Holly R. Tyson | 7,500 | $287,025 |
(1) The restricted stock tovalue is based on a per-share price of $38.27, which was the dividends relate.closing stock price on the date the restricted stock awards were issued. Special Long-Term Performance-Based Long-Term IncentivesIncentive Awards– - The Company uses special performance-based restricted shares from time-to-timetime to time to further align executive performance with the Company’s long-term strategy. These awards are not annual awards and are not designed to provide an opportunity for annual vesting. Instead, these performance-based restricted stock awards are specifically tailored around the Company’s long-term strategic plan. The 2013 LTIP, our onlyMost recently, the Company granted performance-based long-term incentive plan currentlyrestricted stock awards in place,2019. The 2019 LTIP is basedintended to create additional alignment between executive compensation and shareholder value creation, ensure focus on a five year performance periodkey organizational initiatives, provide financial motivation to Company leaders, and stretch enterprise goals.increase retention of senior leaders. The 2013
34 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued) 2019 LTIP consists of– Our executive officers were granted performance-based restricted stock under the 2019 LTIP (the "2019 LTIP Awards") on July 3, 2019, that vests atvest on April 3, 2022 only upon achievement of certain performance goals during the 2020 fiscal year (the "2019 LTIP Performance Period") and continued employment through the vesting date. The total number of shares earned after the end of the 2019 LTIP Performance Period will be based on the attainment of Company 2020 performance metrics relating to sales in strategic categories, digital sales, and private brand sales (collectively, the "2019 LTIP Performance Criteria"). Furthermore, no payouts under the 2019 LTIP will be made unless a five-year performance period from fiscal 2013 to the endminimum level of fiscal 2017 upon attainment of net sales and operating margin goals at threshold and target levels, with opportunity for earlier vesting if certain performance conditions are met. Vesting only occurs if threshold level of both metrics2020 Adjusted EBT is achieved ("2019 LTIP Adjusted EBT"). Calculation of 2019 LTIP Adjusted EBT excludes certain items approved by the Compensation Committee, including, but not limited to, asset write-downs, charges associated with store closings, and then only atlitigation or claim judgments or settlements.
The Compensation Committee has determined that the 50% level. Vesting2019 LTIP Performance Criteria and 2019 LTIP Adjusted EBT are confidential and the disclosure of 100%such criteria would result in competitive harm. At the time of grant, the Committee considered the 2019 LTIP Performance Criteria and 2019 LTIP Adjusted EBT to be challenging but attainable based on the Company’s historical performance and the Company’s business plan.
The 2019 LTIP Awards may not vest and may be forfeited in their entirety based on failure to achieve required performance levels. If the 2019 LTIP Awards do vest, they may vest up to 200% of their target value based on performance levels achieved. The table below shows the target award value made to each of our named executive officers in connection with the Company's 2019 LTIP Awards.
| | | | | | | | | | Name | Position | Target Value1 | | Edward W. Stack | Chairman and Chief Executive Officer | $1,250,000 | | Lee J. Belitsky | Executive Vice President — Chief Financial Officer | $1,250,000 | | Lauren R. Hobart | President | $1,250,000 | | Donald J. Germano | Executive Vice President — Stores | $1,250,000 | | Navdeep Gupta | Senior Vice President — Finance and Chief Accounting Officer | $500,000 | Paul J. Gaffney(2) | Former Executive Vice President — Chief Technology Officer | $1,250,000 | Holly R. Tyson(2) | Former Senior Vice President — Chief Human Resources Officer | $500,000 |
(1) The actual target number of performance shares granted was determined by the closing price per share of the awarded restrictedCompany's common stock only occurs if target level of both metrics is achieved. Currently,on the grant date. (2) Mr. Gaffney forfeited all shares received under the 2019 LTIP when he left the Company performance is tracking to result in below threshold performanceSeptember 2019, and Ms. Tyson forfeited all shares under the 2019 LTIP after her consulting role terminated on both metrics, thereby resulting in 0% vesting. See the Company’s Compensation Discussion and Analysis included in its proxy statement for its 2014 Annual Meeting of Stockholders for further information about the 2013 LTIP.April 30, 2020. STOCK OWNERSHIP GUIDELINES KEEP OUR EXECUTIVES INVESTED
CHANGES TO 2020 COMPENSATIONOn March 18, 2020, the Company announced the closure of its stores in response to the spread of COVID-19. The Company expects that its financial performance for 2020 will be adversely impacted by the outbreak of COVID-19. Consequently, the Company took several precautionary measures, including a temporary reduction in the salaries of its named executive officers, as illustrated on page 32, members of senior management, and other salaried employees. The Board also suspended the payment of its annual retainer, as described on page 15. The Board and its Compensation Committee will continue to monitor the impact of COVID-19 on the Company’s financial performance and may adjust the design of the Company’s executive compensation programs, as it deems appropriate. STOCK OWNERSHIP GUIDELINES KEEP OUR EXECUTIVES INVESTED The Compensation Committee adoptedmaintains stock ownership guidelines to further align the interests of our executive officers and directors with the interests of our stockholders and to encourage long-term stock ownership. The guidelines apply for so long as the executive officer or director occupies such positions. The stock ownership guidelines for named executive officers and directors are as follows:
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders35
Executive Compensation (continued) | | | | | | Role | Value of Common Stock to be Owned | Chairman and Chief Executive Officer | 6 times base salary | President / Executive Vice Presidents | 3 times base salary | Other Executive Officers | 1 times base salary | Board of Directors | $300,000 value5 times annual retainer |
All shares of common stock beneficially owned by the executive officer or director, including time-based and performance-based restricted stock and stock underlying exercisable and unexercisable stock options, as well as shares of Class B Common Stock, that are beneficially owned by the executive officer or director are counted towards the ownership requirement. Named executiveExecutive officers and directors have three years from the time they become subject to the guidelines to reach the ownership requirements, and compliance is reviewed every year based on the record date for the Company’s annual meetingAnnual Meeting of stockholders. If an executive officer or director does not meet the ownership requirement within the time prescribed, he or she will not be permitted to sell net shares obtained through stock option exercises or released in connection with the vesting of restricted stock until the ownership requirement is met. As of the record date for the 2016 annual meeting,2020 Annual Meeting, all named executive officers currently employed by the Company and all directors were in compliance with the stock ownership requirements. Additional Information
ADDITIONAL INFORMATION401(k) Retirement and OtherPlan Benefits - – The Company’s Smart Savings 401(k) Plan, established pursuant to Section 401(k) of the Code, covers all salaried employees (including named executive officers) and certain hourly employees. Under its terms,employees after completing one month of service. Participants can defer up to 50% of eligible earnings to the Company may makePlan (Highly Compensated Employees, including the named executive officers are capped at a 3% deferral rate). If the participant was an active employee as of December 31 of the plan year, the plan included an annual discretionary matching contribution,Company match, which typically has been paid out at 50% of the first 10% of the participant’s deferral. Each of our named executive officer’s contribution to his or her 401(k) account is capped at 3% of his or her base salary (net of any contributions to the Officer’s Supplemental Savings Plan, the Company’s nonqualified deferred contribution plan discussed below). The participant must be an active employee on December 31 of the plan year to receive anyCompany matching contribution for that year.
31 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders
Executive Compensation (continued)
Company contributions vest 20% per year of service and become fully vested when a participant attains five years of service. Thereafter, all Company contributions are fully vested.
Effective January 1, 2020, the 401(k) Plan was amended with respect to the frequency and vesting of the Company match. The Compensation Committee has delegated authorityfrequency of the match changed from annual to bi-weekly and the vesting was accelerated from a 5-year graded to a management subcommittee to approve3-year graded vesting schedule. Additionally, the Company’s annual matching contributions up to $1.00 per every dollar deferred by the participant up to the first 10%active status as of the participant’s deferral, including contributions to any named executive officers. Any Company contributions above that match level require approval from the Compensation Committee. The Compensation Committee is informed of any matches approved by the management subcommittee.December 31 provision was eliminated. Officers’ Supplemental Savings Plan - – The Dick’s Sporting Goods Officers’ Supplemental Savings Plan, referred to as the Officers’ Plan, is a voluntary nonqualified deferred compensation plan that became effective in April 2007. The Officers’ Plan was implemented for the purpose of attracting high quality executives by providing a more robust retirement savings opportunity and by including a match provision, which we believe promotes in our key executives an increased interest in the successful operation of the Company. The Officers’ Plan provides participants an opportunity to participate in a deferred contribution plan above the 401(k) plan, which caps the level of contributions that they can make. Certain key executives, including our named executive officers, are eligible to participate in the Officers’ Plan. For information regarding the terms of the Officers’ Plan, including matching amounts received by our named executive officers, see the “"Nonqualified Deferred Compensation Table”Table" and subsequent narrative description set forthbeginning on page 4144 of this proxy statement. Perquisites and Other Personal Benefits - The Company does– Perquisites are not view perquisites as a material component of itsthe Company's executive compensation program. With the exception of limited perquisites available to our Chairman and Chief Executive Officer, our executive officers do not receive personal benefits that are not otherwise widely available to employees.employees, except for use of the Company aircraft, as described below. Our Chairman and Chief Executive Officer receives certain life insurance, country club and professional service benefits.benefits, and certain personal security services. The Company leases suites at certain sporting event venues for business purposes. Executive officers and employees may have the opportunity to use tickets at individual events if the suites are not being used for business purposes. There is no incremental cost to the Company for providing these individual tickets to employees. For a description of the perquisites and the attributed costs of these benefits, see our “"Summary Compensation Table”" on page 33 to 34pages 38 - 39 of this proxy statement. Personal Use of Company Aircraft - – The Company does not permitpermits named executive officers orand directors to use the Company’s aircraft for personal use unless(including their guests who may fly on a space-available basis) only if our Chairman and Chief Executive Officer approves the personal use and the named executive officer or director pays the Company the aggregate incremental cost of the flight. Our Chairman and Chief Executive Officer also may use the Company aircraft for personal use (including his guests who may fly on a space-available basis) so long as he pays the Company the aggregate incremental cost of the flight. In limited instances where the Compensation Committee (or the Board in the case of the Chairman and Chief Executive Officer) permits a named executive officer or
36 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Executive Compensation (continued) director is not billed,to use the Company aircraft for personal use without paying the Company the full aggregate incremental cost of the flight, any non-reimbursed travelunreimbursed amounts will be considered incomecompensation to the named executive officer or director and will be included in our "Summary Compensation Table" or "Director Compensation Table" and, if applicable, reported for income tax purposes and included as compensation in our “Summary Compensation Table” and “Director Compensation Table.”based on Internal Revenue Service guidelines. In fiscal 2015, there2019, the Company was noreimbursed for the aggregate incremental costs associated with any personal use of the Company’sCompany's aircraft that was not fully reimbursed by ourthe named executive officers orand directors. Written Employment Arrangements - – We do not have employment agreements with our named executive officers. In some instances in connection with the negotiation of new hires, we have entered into offer letters with our executive officers, which have provided them with written assurances of certain elements of compensation for the year in which they join the Company. Severance and Change-in-Control Agreements - – We do not have severance or change-in-control agreements with our named executive officers. We have a general severance policy that applies to a broad base of employees pursuant to which we pay severance equal to the greater of four (4) weeks of pay or one (1) week of pay for every year of employment with us. The Company has entered into Non-Competition and Confidentiality Agreements with all of its executive officers, other than the Chairman and Chief Executive Officer, which providesprovide for severance consistent with this broad based policy. See "Non-Competition Agreements""Non-Competition Agreements" on page 4245 for more information. The Company may also, in its discretion, offer other arrangements to named executive officers or employees whose employment with the Company terminates. Tax and Accounting Implications - – Section 162(m) of the Internal Revenue Code generally provides that a publicly-traded corporation may not take alimits the corporate tax deduction for individual compensation over $1,000,000$1 million paid forin any fiscaltaxable year to each of the Company’spersons that meet the definition of a covered employee. For fiscal 2019, covered employees include anyone who was a covered employee for any taxable year beginning after December 31, 2016, anyone who held the position of Chief Executive Officer or Chief Financial Officer at any time during the fiscal year and the three (3) other most highly compensated employees who acted as executive officers (other than the Company’s Chief Financial Officer) as ofCEO or CFO) at any time during the end of any fiscal year. The deduction limitations of Section 162(m), however, do not apply to "qualified performance-based compensation" provided certain requirements are met.
The Compensation Committee believes thatwill continue to take into account the tax and accounting implications (including the tax deductibility of executive compensation) when making compensation decisions, but it is generally in the Company’s best interestreserves its right to attempt to structure incentive awards to executive officers, including stock option grants, short-term incentive awards and long-term incentive awards issued under our stockholder-approved plans, Dick's Sporting Goods Amended and Restated 2002 Stock and Incentive Plan (the "2002 Plan") and the Dick's Sporting Goods 2012 Stock and Incentive Plan (the "2012 Plan"), in a manner that is intended to satisfy the requirements of Section 162(m). The Compensation Committee, however, retains the discretion and flexibilitycontinue to make compensation decisions that may not satisfybased on other factors it determines to be in the requirementsbest interests of Section 162(m) when necessary to enable the Company to meetand its overall objectives, even if the Company may not deduct all of the compensation.stockholders.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders3237
SUMMARY COMPENSATION TABLE—2015, 2014, 20132019, 2018, 2017 The following table summarizes the compensation for our named executive officers for the fiscal years ended January 30, 2016, January 31, 2015February 1, 2020 February 2, 2019 and February 3, 2018.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year(1) (b) | Salary ($) (c) | | Bonus ($) (d) | | Stock Awards ($)(2) (e) | | Option Awards ($)(3) (f) | | Non-Equity Incentive Plan Compensation ($)(4) (g) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) (h) | All Other Compensation ($) (i) | | Total ($)(6) (j) | | | | | | | | | | | | | | | | | Edward W. Stack, | | | | | | | | | | | | | | | Chairman and Chief Executive Officer (7) | | | | | | | | | | | | | | | | 2019 | | $1,084,615 | | — | | | $6,500,019 | | $2,250,010 | | $4,973,111 | | $169,621 | $70,786 | (8) | $15,048,162 | | 2018 | | $1,000,000 | | — | | | $4,364,599 | | $1,500,004 | | $1,932,789 | | $50,000 | $236,013 | | $9,083,405 | | 2017 | | $1,019,231 | | — | | | $6,500,008 | | $2,250,005 | | — | | | $200,000 | $66,326 | | $10,035,570 | | Lee J. Belitsky, | | | | | | | | | | | | | | | Executive Vice President — Chief Financial Officer | | | | | | | | | | | | | | | | 2019 | | $683,663 | | — | | | $2,568,848 | | $270,002 | | $1,168,364 | | $37,932 | $4,547 | (9) | $4,733,355 | | 2018 | | $666,500 | | — | | | $1,494,604 | | $270,004 | | $485,944 | | $13,285 | $4,300 | | $2,934,637 | | 2017 | | $662,500 | | — | | | $1,880,018 | | $269,996 | | — | | | $45,703 | $3,975 | | $2,862,192 | | Lauren R. Hobart, | | | | | | | | | | | | | | | President (7) | | | | | | | | | | | | | | | | 2019 | | $771,154 | | — | | | $3,217,983 | | $540,003 | | $2,196,475 | | $40,707 | $4,125 | (10) | $6,770,447 | | 2018 | | $734,615 | | — | | | $1,704,597 | | $359,999 | | $714,143 | | $5,000 | $45,564 | | $3,563,918 | | 2017 | | $640,000 | | — | | | $2,194,999 | | $405,000 | | — | | | $36,376 | $3,975 | | $3,280,350 | | Donald J. Germano, | | | | | | | | | | | | | | | | | Executive Vice President — Stores | | | | | | | | | | | | | | | | 2019 | | $607,848 | | — | | | $2,254,544 | | $307,505 | | $966,863 | | — | | $128,524 | (11) | $4,265,284 | | Navdeep Gupta, | | | | | | | | | | | | | | | | | Senior Vice President — Finance and Chief Accounting Officer | | | | | | | | | | | | | | | | 2019 | | $393,846 | | — | | | $1,014,580 | | $150,005 | | $525,840 | | $31,010 | $46,031 | (12) | $2,161,312 | | Paul J. Gaffney, | | | | | | | | | | | | | | | | Former Executive Vice President — Chief Technology Officer | | | | | | | | | | | | | | | | 2019 | | $409,868 | | — | | | $2,440,988 | | $330,001 | | — | | | — | | $740 | (10) | $3,181,597 | | 2018 | | $675,000 | | — | | | $1,274,337 | | $330,004 | | $492,142 | | $6,750 | $249,178 | | $3,027,411 | | 2017 | | $142,788 | | $1,500,000 | | $1,120,020 | | $480,102 | | — | | | $260 | $5,236 | | $3,248,406 | | Holly R. Tyson, | | | | | | | | | | | | | | | | Former Senior Vice President — Chief Human Resources Officer | | | | | | | | | | | | | | | | 2019 | | $433,105 | | — | | | $1,067,049 | | $120,004 | | $647,094 | | $14,822 | $39,592 | (13) | $2,321,666 | | 2018 | | $461,423 | | — | | | $695,850 | | $150,004 | | $269,138 | | $9,197 | $250 | | $1,585,862 |
(1)Fiscal year 2017 comprised a 53-week period ended February 3, 2018. Fiscal years 2018 and 2019 comprised 52-week periods ended February 2, 2019 and February 1, 2014.2020, respectively. (2)The values set forth in this column represent the aggregate grant date fair value of restricted stock and performance-based restricted stock computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The values set forth in the Stock Awards include shares of restricted stock that vest with the passage of time as well as performance-based restricted stock. In 2019, the value of the performance-based restricted stock is based on the probable outcome of the 2019 LTIP Performance Criteria as of the grant date. The value of the 2019 LTIP Award on the grant date assuming the maximum value of the award would have been: Messrs. Stack, Belitsky, Germano, and Gaffney, and Ms. Hobart - $2,500,000; Mr. Gupta and Ms. Tyson - $1,000,000. For a discussion of the restricted stock and stock option awards granted to our named executive officers and the terms of the performance-based restricted stock awards granted to our named executive officers under our 2019 LTIP, see the "Long Term Incentive Awards" section of the Compensation Discussion and Analysis section of this proxy statement. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 12 ("Stock-Based Compensation and Employee Stock Plans") of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year (b) | Salary
($) (c) | Bonus
($) (d) | Stock
Awards
($)(1) (e) | Option
Awards
($)(1) (f) |
| Non-Equity
Incentive Plan
Compensation
($)(2) (g) |
| Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3) (h) |
| All Other
Compensation
($) (i) | Total
($) (j) |
| | | | | | | | | | | | | Edward W. Stack, | Chairman and Chief Executive Officer (4) | | 2015 |
| $1,000,000 |
| | — |
| |
| $5,249,984 |
| |
| $2,249,664 |
| — |
|
| $107,505 |
|
| $67,494 |
| (5) |
| $8,674,647 |
| | 2014 |
| $1,000,000 |
| | — |
| |
| $1,749,984 |
| |
| $750,045 |
|
| $926,364 |
|
| $124,451 |
|
| $73,624 |
| |
| $4,624,468 |
| | 2013 |
| $1,000,000 |
| | — |
| |
| $4,499,990 |
| |
| $1,499,993 |
|
| $1,240,842 |
|
| $170,646 |
|
| $117,238 |
| |
| $8,528,709 |
| | Teri L. List-Stoll, | | Executive Vice President — Chief Financial Officer | | 2015 |
| $375,000 |
| (6) | $265,000 | (7) |
| $1,346,809 |
| (8) |
| $1,200,103 |
| — |
|
| $5,192 |
|
| $68,177 |
| (9) |
| $3,260,281 |
| | André J. Hawaux, | | Executive Vice President — Chief Operating Officer | | 2015 |
| $768,606 |
| | — |
| |
| $720,006 |
| |
| $1,079,855 |
| — |
|
| $29,731 |
| — |
| |
| $2,598,198 |
| | 2014 |
| $750,000 |
| | — |
| |
| $359,993 |
| |
| $539,991 |
|
| $452,696 |
|
| $29,197 |
|
| $250 |
| |
| $2,132,127 |
| | 2013 |
| $475,962 |
| |
| $100,000 |
| |
| $1,978,475 |
| |
| $1,000,145 |
|
| $484,859 |
|
| $8,250 |
|
| $189,998 |
| |
| $4,237,689 |
| | Michele B. Willoughby, | | Executive Vice President — eCommerce and Supply Chain | | 2015 |
| $520,673 |
| | $160,000 | |
| $540,004 |
| |
| $809,895 |
| — |
|
| $25,840 |
|
| $14,847 |
| (10) |
| $2,071,259 |
| | 2014 |
| $500,000 |
| | — |
| |
| $540,017 |
| |
| $809,966 |
|
| $301,798 |
|
| $23,142 |
|
| $4,150 |
| |
| $2,179,073 |
| | 2013 |
| $484,856 |
| | — |
| |
| $1,420,984 |
| |
| $631,520 |
|
| $262,839 |
|
| $28,040 |
|
| $10,990 |
|
|
| $2,839,229 |
| | Lee J. Belitsky, | | Executive Vice President — Product Development and Planning, Allocations and Replenishment | | 2015 |
| $487,050 |
| | $150,000 | |
| $540,004 |
| |
| $809,895 |
| — |
|
| $20,206 |
|
| $15,202 |
| (10) |
| $2,022,357 |
| | 2014 |
| $462,952 |
| | — |
| |
| $360,035 |
| |
| $540,101 |
|
| $202,536 |
|
| $19,021 |
|
| $4,150 |
| |
| $1,588,795 |
| | Lauren R. Hobart | | Executive Vice President — Chief Marketing Officer | | 2015 |
| $498,709 |
| | $150,000 | |
| $420,992 |
| |
| $631,338 |
| — |
|
| $14,427 |
|
| $16,392 |
| (10) |
| $1,731,858 |
|
| | (1)
| The values set forth in this column represent the aggregate grant date fair value of restricted stock or stock option awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 10 (“Stock-Based Compensation and Employee Stock Plans”) of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 filed with the SEC on March 25, 2016. |
| | (2)
| Includes STIP payouts for Company performance in each of fiscal 2015, 2014 and 2013, regardless of when paid. Under the Company’s 2012 Plan, the relevant performance measures for the annual performance incentive awards are satisfied in fiscal 2015, 2014 and 2013, as applicable, and thus are reportable in fiscal 2015, 2014 and 2013, as applicable, even though payments, if any, were made in fiscal 2016, 2015 and 2014, respectively. |
| | (3)
| Represents mandatory Company contributions to the Officer’s Plan. See the “Nonqualified Deferred Compensation Table” and accompanying narrative on page 41 for more information. |
| | (4)
| Mr. Stack does not receive any compensation from the Company in connection with his service as a member of the Board. |
| | (5)
| Other Compensation for fiscal 2015 consisted of insurance premiums of $39,928 paid in fiscal 2015 on two life insurance policies for the benefit of Mr. Stack, the beneficiaries of which are chosen by Mr. Stack, as well as professional fees, country club dues, and matching contributions to the Company’s defined contribution plan. |
3338 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders
Compensation Tables (continued)
| | (6)
| Represents Ms. List-Stoll's base earnings in fiscal 2015. Ms. List-Stoll joined the Company in August 2015. Her full-year based salary for fiscal 2015 was $750,000. |
| | (7)
| Amount reflects a one-time sign-on bonus of $150,000 paid to Ms. List-Stoll upon her joining the Company and a bonus in the amount of $115,000 as discussed in the Compensation Discussion and Analysis section on page 24. |
| | (8)
| Stock Awards include shares of restricted stock that vest with the passage of time, as well as performance-based restricted stock granted under our 2013 LTIP (discussed further above) in connection with Ms. List-Stoll's hire in 2015. The value included for the performance-based restricted stock awards are based on the maximum number of shares that would vest if all of the underlying performance metrics were achieved. Based on performance, awards may not vest and be forfeited, or, if they vest, vest at a level between 50% - 100% based on level of performance achieved. For a discussion of the terms of these awards, see page 31 and the Compensation Discussion and Analysis included in the Company’s proxy statement filed for its 2014 Annual Meeting of Stockholders (filed with the SEC on April 24, 2014). These awards are not currently expected to vest. |
| | (9)
| Personal benefits for fiscal 2015 consisted of relocation benefits of $36,980 and a tax-gross up payment of $31,197 relating to relocation benefits. |
| | (10)
| Other Compensation for fiscal 2015 consisted of matching contributions to the Company’s defined contribution plan and a Company paid vacation. |
the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 filed with the SEC on March 20, 2020.
(3) Dick's Sporting Goods, IncThe values set forth in this column represent the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). Proxy Statement and NoticeSee Annual Long-Term Incentive Awards on page 31 for a discussion of 2016 Annual Meeting of Stockholders 34the stock option awards granted to our named executive officers.
(4)Includes STIP and, to the extent applicable, SGI payouts for Company performance in each of fiscal 2019, 2018 and 2017, regardless of when paid. Under the Company’s 2012 Plan, the relevant performance measures for the annual performance incentive awards are satisfied in fiscal 2019, 2018 and 2017, as applicable, and thus are reportable in fiscal 2019, 2018 and 2017, as applicable, even though payments, if any, were made in fiscal 2020, 2019 and 2018, respectively. TABLE OF CONTENTS(5)Represents mandatory Company contributions to the Officers' Plan. See the "Nonqualified Deferred Compensation Table" and accompanying narrative on page 44 for more information.
(6)Totals may not sum due to rounding.
(7)Neither Mr. Stack nor Ms. Hobart receive any compensation from the Company in connection with their service as a member of the Board. (8)All Other Compensation Tables (continued)for fiscal 2019 consisted of insurance premiums of $42,661 paid in fiscal 2019 on two life insurance policies for the benefit of Mr. Stack, the beneficiaries of which are chosen by Mr. Stack; $21,774 of country club dues; Company discounts provided to certain members of Mr. Stack's family under the Company's employee discount program; matching contributions to the Company’s 401(k) plan; personal security services provided to Mr. Stack; and a service award. (9)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan and a service award.
(10)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan.
(11)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan and relocation benefits of $72,793 and a tax gross-up payment of $51,606 relating to the relocation benefits. (12)All Other Compensation for fiscal 2019 consisted of matching contributions to the Company's 401(k) plan and relocation benefits of $28,318 and a tax gross-up payment of $17,713 relating to the relocation benefits. (13)Ms. Tyson left her role as Senior Vice President - Chief Human Resources Officer on January 1, 2020. All Other Compensation for fiscal 2019 consisted of $39,592 relating to payments for services provided as an independent consultant. GRANTS OF PLAN-BASED AWARDS TABLE—20152019 The following table sets forth each award granted to a named executive officer in fiscal 20152019 under plans established by the Company.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant Date (b) | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh)(2) (k) | Grant Date Fair Value of Stock and Option Awards(3) ($) (l) | | Threshold ($) (c) | | Target ($) (d) | | Maximum ($) (e) | | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Edward W. Stack | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 137,184 | | | $5,250,032 | | | 4/3/2019 | | | | | | | | | | | 210,478 | $38.27 | | $2,250,010 | | | 7/3/2019 | | | | | | | 17,556 | | 35,112 | | 70,225 | | | | | $1,249,987 | | (4) | $976,154 | | | $2,277,692 | | | $4,338,461 | | | | | | | | | | (5) | | | $634,650 | | | | | | | | | | | | Lee J. Belitsky | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 16,462 | | | $630,001 | | | 4/3/2019 | | | | | | | | | | 18,000 | | | $688,860 | | | 4/3/2019 | | | | | | | | | | | 25,520 | $38.27 | | $270,002 | | | 7/3/2019 | | | | | | | 17,556 | | 35,112 | | 70,225 | | | | | $1,249,987 | | (4) | $410,198 | | | $512,747 | | | $1,025,494 | | | | | | | | | | (5) | | | $142,870 | | | | | | | | | | | | | Lauren R. Hobart | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 32,924 | | | $1,260,001 | | | 4/3/2019 | | | | | | | | | | 18,500 | | | $707,995 | | | 4/3/2019 | | | | | | | | | | | 51,040 | $38.27 | | $540,003 | | | 7/3/2019 | | | | | | | 17,556 | | 35,112 | | 70,225 | | | | | $1,249,987 | | (4) | $771,154 | | | $963,942 | | | $1,927,885 | | | | | | | | | | (5) | | | $268,590 | | | | | | | | | | | |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders39
Compensation Tables (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under
Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (j) | Exercise
or Base
Price of
Option
Awards
($/Sh)(3)
(k) |
| Grant
Date Fair
Value of
Stock and
Option
Awards(4)
($) (l) |
| Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold
(#) (f) | Target
(#) (g) | Maximum (#) (h) | | Edward W. Stack | | 4/3/2015 |
| | | | | | | | | | 89,774 | | |
| $5,249,984 |
| | 4/3/2015 |
| | | | | | | | | | | 97,234 |
| $58.48 |
|
| $2,249,664 |
| | — |
|
| $900,000 |
| |
| $2,100,000 |
| |
| $4,000,000 |
| | | | | | | | | | Teri L. List-Stoll | | 8/3/2015 |
| | | | | | | 5,401 | 8,101 | 10,801 | | | |
| $546,855 |
| | 8/3/2015 |
| | | | | | | | | | 7,900 | | |
| $399,977 |
| | 8/3/2015 |
| | | | | | | | | | 7,900 | | |
| $399,977 |
| | 8/3/2015 |
| | | | | | | | | | | 43,073 |
| $50.63 |
|
| $600,041 |
| | 8/3/2015 |
| | | | | | | | | | | 39,867 |
| $50.63 |
|
| $600,062 |
| | — |
|
| $225,000 |
| (5) |
| $281,250 |
| (5) |
| $562,500 |
| (5) | | | | | | | | André J. Hawaux | | 4/3/2015 |
| | | | | | | | | | 12,312 | | |
| $720,006 |
| | 4/3/2015 |
| | | | | | | | | | | 65,773 |
| $58.48 |
|
| $1,079,855 |
| | — |
|
| $614,885 |
| |
| $768,606 |
| |
| $1,537,212 |
| | | | | | | | | Michele B. Willoughby | | 4/3/2015 |
| | | | | | | | | | 9,234 | | |
| $540,004 |
| | 4/3/2015 |
| | | | | | | | | | | 49,330 |
| $58.48 |
|
| $809,895 |
| | — |
|
| $312,404 |
| |
| $390,505 |
| |
| $781,010 |
| | | | | | | | | Lee J. Belitsky | | 4/3/2015 |
| | | | | | | | | | 9,234 | | |
| $540,004 |
| | 4/3/2015 |
| | | | | | | | | | | 49,330 |
| $58.48 |
|
| $809,895 |
| | — |
|
| $292,230 |
| |
| $365,288 |
| |
| $730,575 |
| | | | | | | | | | Lauren R. Hobart | | 4/3/2015 |
| | | | | | | | | | 3,129 | | |
| $182,984 |
| | 10/3/2015 |
| | | | | | | | | | 4,665 | | |
| $238,008 |
| | 4/3/2015 |
| | | | | | | | | | | 17,506 |
| $58.48 |
|
| $274,428 |
| | 10/3/2015 |
| | | | | | | | | | | 25,573 |
| $51.02 |
|
| $356,910 |
| | — |
|
| $239,483 |
| (6) |
| $299,354 |
| (6) |
| $598,708 |
| (6) | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant Date (b) | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh)(2) (k) | Grant Date Fair Value of Stock and Option Awards(3) ($) (l) | | Threshold ($) (c) | | Target ($) (d) | | Maximum ($) (e) | | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Donald J. Germano | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 11,432 | | | $437,503 | | | 4/3/2019 | | | | | | | | | | 7,500 | | | $287,025 | | | 4/3/2019 | | | | | | | | | | | 17,756 | $38.27 | | $187,503 | | | 7/3/2019 | | | | | | | | | | 7,866 | | | $280,030 | | | 7/3/2019 | | | | | | | | | | | 12,807 | $35.60 | | $120,002 | | | 7/3/2019 | | | | | | | 17,556 | | 35,112 | | 70,225 | | | | | $1,249,987 | | (4) | $338,858 | | | $424,314 | | | $848,633 | | | | | | | | | | (5) | | | $118,230 | | | | | | | | | | | | | Navdeep Gupta | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 9,146 | | | $350,017 | | | 4/3/2019 | | | | | | | | | | 4,300 | | | $164,561 | | | 4/3/2019 | | | | | | | | | | | 14,205 | $38.27 | | $150,005 | | | 7/3/2019 | | | | | | | 7,022 | | 14,045 | | 28,090 | | | | | $500,002 | | (4) | $184,112 | | | $230,647 | | | $461,539 | | | | | | | | | | (5) | | | $64,301 | | | | | | | | | | | | | Paul J. Gaffney | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 20,121 | | | | $770,031 | | | 4/3/2019 | | | | | | | | | | 11,000 | | | | $420,970 | | | 4/3/2019 | | | | | | | | | | | 31,191 | | $38.27 | $330,001 | | | 7/3/2019 | | | | | | | 17,556 | | 35,112 | | 70,225 | | | | | $1,249,987 | | (4) | — | | | — | | | — | | | | | | | | | | (5) | | | — | | | | | | | | | | | | | Holly R. Tyson | | | | | | | | | | | | | | | 4/3/2019 | | | | | | | | | | 7,317 | | | | $280,022 | | 4/3/2019 | | | | | | | | | | 7,500 | | | | $287,025 | | 4/3/2019 | | | | | | | | | | | 11,364 | | $38.27 | $120,004 | | 7/3/2019 | | | | | | | 7,022 | | 14,045 | | 28,090 | | | | | $500,002 | | (4) | $227,186 | | | $283,983 | | | $567,966 | | | | | | | | | | (5) | | | $79,128 | | | | | | | | | | | |
| | (1)(1)The performance-based restricted stock issued pursuant to the 2019 LTIP has the potential to vest up to 200% based on level of performance targets achieved. Threshold, Target, and Maximum shown in the table represent 50%, 100% and 200% of the award. See Special Long-Term Performance-Based Incentive Awards on page 34 for a discussion of the 2019 LTIP. (2)The exercise price of the stock options awarded was determined in accordance with the 2012 Plan, which provides that the exercise price for each option will be the fair market value on the grant date. (3)The grant date fair value calculations are computed in accordance with FASB ASC Topic 718 with respect to the restricted stock or stock options awarded to the named executive officers in fiscal 2019 under the 2012 Plan (disregarding any estimates of forfeitures related to service-based vesting conditions). Restricted stock includes shares that vest with the passage of time and performance-based restricted stock granted under the 2019 LTIP. The value of the performance-based restricted stock are based on the probable outcome of the 2019 LTIP Performance Criteria as of the grant date. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 12 ("Stock-Based Compensation and Employee Stock Plans") of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 filed with the SEC on March 20, 2020. (4)The amounts shown indicate the dollar value of the potential payment upon the attainment of the 2019 STIP performance criteria at Threshold, Target, and Maximum. Actual STIP payments based on the Company's fiscal 2019 performance are included in column (g) of our "Summary Compensation Table." (5)The amounts shown under "Target" reflect the amount actually paid under the 2019 SGI and are included in column (g) of our "Summary Compensation Table." There were no threshold, target, or maximum amounts payable under the program. | Based on fiscal 2015 performance, there were no payments made based on the non-equity incentive plan. |
| | (2)
| Represents an award under 2013 LTIP, which may not vest at all or vest between 50%-100% based on the level of performance achieved, that was granted to Ms. List-Stoll in connection with her hire. Threshold, target and maximum shown in the table represent 50%, 75% and 100% of the award. Based on Company performance, the Company does not currently expect these awards to vest. For a discussion of the terms of these awards, see page 31 and the “Performance-Based Long-Term Incentives” section of the Compensation Discussion and Analysis included in the Company’s proxy statement filed for its 2014 Annual Meeting of Stockholders (filed with the SEC on April 24, 2014) |
3540 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders
Compensation Tables (continued)
| | (3)
| The exercise price of the stock options awarded was determined in accordance with the 2012 Plan, which provides that the exercise price for each option will be the fair market value on the grant date. |
| | (4)
| The full grant date fair value calculations are computed in accordance with ASC Topic 718 with respect to the options awarded to the named executive officers in fiscal 2015 under the 2012 Plan (disregarding any estimates of forfeitures related to service-based vesting conditions). A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 10 “Stock-Based Compensation and Employee Stock Plans” of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 filed with the SEC on March 25, 2016. |
| | (5)
| Ms. List-Stoll joined the Company in August 2015 and the threshold, target and maximum level payments are based on her eligible earnings in fiscal 2015. |
| | (6)
| Ms. Hobart was promoted from Senior Vice President — Chief Marketing Officer to Executive Vice President — Chief Marketing Officer in September 2015. The threshold, target and maximum level payments reflect the approved payout opportunity prorated based on the time spent in the Senior Vice President and Executive Vice President positions.
|
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders 36
Compensation Tables (continued)
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE—20152019 The following table sets forth all unexercised stock options and unvested restricted stock awarded to our named executive officers by the Company that were outstanding as of January 30, 2016.February 1, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Option Awards | | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | Edward W. Stack | | | | | | | | | | | | | | 78,630 | | — | | | — | | $46.29 | 4/3/2020 | | | | | | | | 31,120 | | — | | | — | | $55.29 | 4/3/2021 | | | | | | | | 97,234 | | — | | | — | | $58.48 | 4/3/2022 | | | | | | | | 119,595 | | 39,866 | | (1) | — | | $47.09 | 4/3/2023 | | | | | | | | 75,604 | | 75,606 | | (2) | — | | $49.07 | 4/3/2024 | | | | | | | | 40,150 | | 120,450 | | (3) | — | | $33.81 | 4/3/2025 | | | | | | | | — | | 210,478 | | (4) | — | | $38.27 | 4/3/2026 | | | | | | | | | | | | | | 106,990 | | (5) | | $4,732,168 | | | | | | | | | | | 103,520 | | (6) | | $4,578,690 | | | | | | | | | | | 137,184 | | (7) | | $6,067,648 | | | | | | | | | | | | | | 8,457 | | (8) | | $374,053 | | | | | | | | | | | 35,112 | | (9) | | $1,553,004 | | Lee J. Belitsky | | | | | | | | | | | | | | 15,259 | | — | | | — | | $46.29 | 4/3/2020 | | | | | | | | 10,275 | | — | | | — | | $55.29 | 4/3/2021 | | | | | | | | 26,862 | | — | | | — | | $44.38 | 10/3/2021 | | | | | | | | 49,330 | | — | | | — | | $58.48 | 4/3/2022 | | | | | | | | 49,230 | | 16,410 | | (1) | — | | $47.09 | 4/3/2023 | | | | | | | | 10,416 | | 10,417 | | (2) | — | | $49.07 | 4/3/2024 | | | | | | | | 7,644 | | 22,934 | | (3) | — | | $33.81 | 4/3/2025 | | | | | | | | — | | 25,520 | | (4) | — | | $38.27 | 4/3/2026 | | | | | | | | | | | | | | 12,839 | | (5) | | $567,869 | | | | | | | | | | | 18,634 | | (6) | | $824,182 | | | | | | | | | | | 16,462 | | (7) | | $728,114 | | | | | | | | | | | 18,000 | | (5) | | $796,140 | | | | | | | | | | | | | | 8,457 | | (8) | | $374,053 | | | | | | | | | | | 35,112 | | (9) | | $1,553,004 | | Lauren R. Hobart | | | | | | | | | | | | | | 15,259 | — | | | — | | $46.29 | 4/3/2020 | | | | | | | | 10,275 | — | | | — | | $55.29 | 4/3/2021 | | | | | | | | 17,506 | — | | | — | | $58.48 | 4/3/2022 | | | | | | | | 25,573 | | — | | | — | | $51.02 | 10/3/2022 | | | | | | | | 49,230 | | 16,410 | | (1) | | — | | $47.09 | 4/3/2023 | | | | | | | | 15,624 | | 15,626 | | (2) | — | | $49.07 | 4/3/2024 | | | | | | | | 10,192 | | 30,578 | | (3) | — | | $33.81 | 4/3/2025 | | | | | | | | — | | 51,040 | | (4) | — | | $38.27 | 4/3/2026 | | | | | | |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders41
Compensation Tables (continued) | | | | | | | | | | | | | | | | | | Name | Option Awards | Stock Awards | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (b) |
| Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c) | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d) |
| Option
Exercise
Price
($) (e) | Option
Expiration
Date (f) | Number
of Shares or
Units of
Stock That
Have Not
Vested (#)
(g) | Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($) (h) | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (i) | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (j)(1) | Edward W. Stack | | | 300,000 |
| — |
| | — |
| $18.95 | 3/1/2016 | | | | | | | | | 300,000 |
| — |
| | — |
| $28.23 | 3/21/2017 | | | | | | | | | 135,000 |
| — |
| | — |
| $13.82 | 3/18/2016 | | | | | | | | | 345,000 |
| — |
| | — |
| $13.82 | 3/18/2016 | | | | | | | | | 135,000 |
| — |
| | — |
| $26.03 | 3/16/2017 | | | | | | | | | 136,571 |
| — |
| | — |
| $40.00 | 3/15/2018 | | | | | | | | | 84,123 |
| 28,041 |
| (2) | — |
| $48.60 | 4/3/2019 | | | | | | | | | 39,314 |
| 39,316 |
| (3) | — |
| $46.29 | 4/3/2020 | | | | | | | | | 7,780 |
| 23,340 |
| (4) | — |
| $55.29 | 4/3/2021 | | | | | | | | | — |
| 97,234 |
| (5) | — |
| $58.48 | 4/3/2022 | | | | | | | | | | | | | | | 75,610 | (6) | $2,954,839 | | | | | | | | | | | | 31,651 | (7) | $1,236,921 | | | | | | | | | | | | 89,774 | (8) | $3,508,368 | | | | | | | | | | | | | | | 10,802 | (9) | $422,142 | | Teri L. List-Stoll | | | — |
| 43,073 |
| (10) | — |
| $50.63 | 8/3/2022 | | | | | | | | | — |
| 39,867 |
| (11) | — |
| $50.63 | 8/3/2022 | | | | | | | | | | | | | | | 7,900 | (12) | $308,732 | | | | | | | | | | | | 7,900 | (13) | $308,732 | | | | | | | | | | | | | | | 5,401 | (9) | $211,071 | | | | | | | | | | | | | | | André J. Hawaux | | | 25,240 |
| 25,240 |
| (14) | — |
| $49.41 | 7/3/2020 | | | | | | | | | 6,490 |
| 19,472 |
| (4) | — |
| $55.29 | 4/3/2021 | | | | | | | | | — |
| 65,773 |
| (5) | — |
| $58.48 | 4/3/2022 | | | | | | | | | | | | | | | 20,239 | (15) | $790,940 | | | | | | | | | | | | 6,511 | (7) | $254,450 | | | | | | | | | | | | 12,312 | (8) | $481,153 | | | | | | | | | | | | | | | 9,902 | (9) | $386,970 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Option Awards | | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | | | | | | | 19,258 | (5) | | $851,781 | | | | | | | | | | | 24,845 | (6) | | $1,098,894 | | | | | | | | | | | 32,924 | (7) | | $1,456,229 | | | | | | | | | | | 18,500 | (5) | | $818,255 | | | | | | | | | | | | | | 8,457 | (8) | | $374,053 | | | | | | | | | | | 35,112 | (9) | | $1,553,004 | | Donald J. Germano | | | | | | | | | | | | | | 7,362 | 7,364 | | (10) | | — | | $41.01 | 6/3/2024 | | | | | | | | 4,305 | 12,917 | | (3) | | — | | $33.81 | 4/3/2025 | | | | | | | | — | | 17,756 | | (4) | | — | | $38.27 | 4/3/2026 | | | | | | | | — | | 12,807 | | (11) | — | | $35.60 | 7/3/2026 | | | | | | | | | | | | | | 8,535 | | (12) | | $377,503 | | | | | | | | | | | 10,352 | | (6) | | $457,869 | | | | | | | | | | | 11,432 | | (7) | | $505,637 | | | | | | | | | | | 7,500 | | (5) | | $331,725 | | | | | | | | | | | 7,866 | | (13) | | $347,913 | | | | | | | | | | | | | | 3,383 | | (8) | | $149,630 | | | | | | | | | | | 35,112 | | (9) | | $1,553,004 | | Navdeep Gupta | | | | | | | | | | | | | | 6,121 | 6,122 | | (14) | | — | | $28.90 | 12/3/2024 | | | | | | | | 2,626 | 7,879 | | (3) | | — | | $33.81 | 4/3/2025 | | | | | | | | — | | 14,205 | | (4) | | — | | $38.27 | 4/3/2026 | | | | | | | | | | | | | | 7,388 | | (15) | | $326,771 | | | | | | | | | | | 6,315 | | (6) | | $279,312 | | | | | | | | | | | 9,146 | | (7) | | $404,528 | | | | | | | | | | | 4,300 | | (5) | | $190,189 | | | | | | | | | | | | | | 1,973 | | (8) | | $87,266 | | | | | | | | | | | | 14,045 | | (9) | | $621,210 | Paul J. Gaffney(16) | | | | | | | | | | | | | | — | | — | | | — | | — | | — | | — | | | — | | — | | | — | | Holly R. Tyson(17) | | | | | | | | | | | | | | 20,500 | | 6,834 | | (18) | | — | | $51.42 | 8/3/2023 | | | | | | | | 6,048 | | 6,049 | | (2) | — | | $49.07 | 4/3/2024 | | | | | | | | 4,305 | | 12,917 | | (3) | — | | $33.81 | 4/3/2025 | | | | | | | | — | | 11,364 | | (4) | — | | $38.27 | 4/3/2026 | | | | | | | | | | | | | | 7,133 | | (5) | | $315,493 | | | | | | | | | | | 10,352 | | (6) | | $457,869 | | | | | | | | | | | 7,317 | | (7) | | $323,631 | | | | | | | | | | | 7,500 | | (5) | | $331,725 | | | | | | | | | | | | | | 3,383 | | (8) | | $149,630 |
3742 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders
Compensation Tables (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Option Awards | | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | | | | | | | | | | 14,045 | | (9) | | $621,210 |
| | | | | | | | | | | | | | | | | | Name | Option Awards | Stock Awards | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (b) |
| Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c) | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d) |
| Option
Exercise
Price
($) (e) | Option
Expiration
Date (f) | Number
of Shares or
Units of
Stock That
Have Not
Vested (#)
(g) | Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($) (h) | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (i) | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (j)(1) | Michele B. Willoughby | | | 15,794 |
| — |
| | — |
| $40.00 | 3/15/2018 | | | | | | | | | 10,881 |
| 3,627 |
| (2) | — |
| $48.60 | 4/3/2019 | | | | | | | | | 7,629 |
| 7,630 |
| (3) | — |
| $46.29 | 4/3/2020 | | | | | | | | | 9,499 |
| 9,500 |
| (16) | — |
| $46.97 | 9/3/2020 | | | | | | | | | 9,735 |
| 29,207 |
| (4) | — |
| $55.29 | 4/3/2021 | | | | | | | | | — |
| 49,330 |
| (5) | — |
| $58.48 | 4/3/2022 | | | | | | | | | | | | | | | 3,953 | (6) | $154,483 | | | | | | | | | | | | 5,067 | (17) | $198,018 | | | | | | | | | | | | 9,767 | (7) | $381,694 | | | | | | | | | | | | 9,234 | (8) | $360,865 | | | | | | | | | | | | | | | 10,802 | (9) | $422,142 | | Lee J. Belitsky | | | 15,000 |
| — |
| | — |
| $26.03 | 3/16/2017 | | | | | | | | | 10,529 |
| — |
| | — |
| $40.00 | 3/15/2018 | | | | | | | | | 7,254 |
| 2,418 |
| (2) | — |
| $48.60 | 4/3/2019 | | | | | | | | | 7,629 |
| 7,630 |
| (3) | — |
| $46.29 | 4/3/2020 | | | | | | | | | 2,568 |
| 7,707 |
| (4) | — |
| $55.29 | 4/3/2021 | | | | | | | | | 6,715 |
| 20,147 |
| (18) | — |
| $44.38 | 10/3/2021 | | | | | | | | | — |
| 49,330 |
| (5) | — |
| $58.48 | 4/3/2022 | | | | | | | | | | | | | | | 3,953 | (6) | $154,483 | | | | | | | | | | | | 2,207 | (7) | $86,250 | | | | | | | | | | | | 5,363 | (19) | $209,586 | | | | | | | | | | | | 9,234 | (8) | $360,865 | | | | | | | | | | | | | | | 10,802 | (9) | $422,142 | | Lauren R. Hobart | | | 3,750 |
| — |
| | — |
| $37.77 | 2/15/2018 | | | | | | | | | 15,000 |
| — |
| | — |
| $37.77 | 2/15/2018 | | | | | | | | | 5,265 |
| — |
| | — |
| $40.00 | 3/15/2018 | | | | | | | | | 7,254 |
| 2,418 |
| (2) | — |
| $48.60 | 4/3/2019 | | | | | | | | | 7,629 |
| 7,630 |
| (3) | — |
| $46.29 | 4/3/2020 | | | | | | | | | 2,568 |
| 7,707 |
| (4) | — |
| $55.29 | 4/3/2021 | | | | | | | | | — |
| 17,506 |
| (5) | — |
| $58.48 | 4/3/2022 | | | | | | | | | — |
| 25,573 |
| (20) | — |
| $51.02 | 10/3/2022 | | | | | | | | | | | | | | | 3,953 | (6) | $154,483 | | | | | | | | | | | | 2,207 | (7) | $86,250 | | | | | | | | | | | | 3,129 | (8) | $122,281 | | | |
(1) Dick's Sporting Goods, Inc. Proxy StatementStock option vests at the rate of 25% per year, with vesting dates of April 3, 2017, April 3, 2018, April 3, 2019 and Notice of 2016 Annual Meeting of Stockholders 38April 3, 2020.
(2)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2018, April 3, 2019, April 3, 2020 and April 3, 2021. TABLE OF CONTENTS(3)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2019, April 3, 2020, April 3, 2021 and April 3, 2022.
(4)Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2020, April 3, 2021, April 3, 2022 and April 3, 2023.
(5)Restricted stock award vests 100% on April 3, 2020. (6)Restricted stock award vests 100% on April 3, 2021. (7)Restricted stock award vests 100% on April 3, 2022. (8)Represents the number of shares of unvested performance-based restricted stock earned under our 2017 LTIP. On March 19, 2019, the Compensation Tables (continued)Committee certified the Company's performance under the 2017 LTIP, and it determined that 33.2% of the performance-based restricted stock will vest on April 3, 2020. (9)Represents the target number of shares of unvested performance-based restricted stock granted under our 2019 LTIP. If maximum level of performance is met for performance criteria set forth in the 2019 LTIP, then 200% of the restricted shares will vest on April 3, 2022. If threshold level of performance is met for each performance criteria set forth in the 2019 LTIP, then 50% of the restricted shares will vest on April 3, 2022.
(10)Stock option vests at the rate of 25% per year, with vesting dates of June 3, 2018, June 3, 2019, June 3, 2020 and June 3, 2021.
(11)Stock option vests at the rate of 25% per year, with vesting dates of July 3, 2020, July 3, 2021, July 3, 2022 and July 3, 2023. (12)Restricted stock award vests 100% on June 3, 2020. (13)Restricted stock award vests 100% on July 3, 2022. (14)Stock option vests at the rate of 25% per year, with vesting dates of December 3, 2018, December 3, 2019, December 3, 2020, and December 3, 2021. (15)Restricted stock award vests 100% on December 3, 2020. (16)Mr. Gaffney separated from the Company in September 2019. His unexercisable stock options and unvested restricted stock awards were forfeited upon his separation from the Company, and his exercisable stock options remained exercisable for 90 days following his separation. (17)Ms. Tyson left her role as Senior Vice President - Chief Human Resources Officer on January 1, 2020. She continued to serve the Company in the role of an independent consultant through April 30,2020. All outstanding equity awards continued to vest until her tenure as an independent consultant ceased, at which time all unvested equity awards terminated and she has 90 days to exercise any eligible options. For a discussion of the terms of her separation, see "Potential Payments Upon Termination or Change-in-Control - Separation of our CHRO" on page 47. (18)Stock option vests at the rate of 25% per year, with vesting dates of August 3, 2017, August 3, 2018, August 3, 2019 and August 3, 2020. | | | | | | | | | | | | | | | | | | Name | Option Awards | Stock Awards | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (b) |
| Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c) | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d) |
| Option
Exercise
Price
($) (e) | Option
Expiration
Date (f) | Number
of Shares or
Units of
Stock That
Have Not
Vested (#)
(g) | Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($) (h) | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (i) | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (j)(1) | | Lauren R. Hobart (Continued) | | | | | | | | | 4,665 | (21) | $182,308 | | | | | | | | | | | | | | | 10,802 | (9) | $422,142 |
| | (1)
| Represents the payment value if the threshold performance is met pursuant to the 2013 LTIP. If the threshold performance is met, 50% of the award will vest, and 50% will be forfeited. These awards are not currently expected to vest. |
| | (2)
| Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2013, April 3, 2014, April 3, 2015 and April 3, 2016. |
| | (3)
| Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2014, April 3, 2015, April 3, 2016 and April 3, 2017. |
| | (4)
| Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2015, April 3, 2016, April 3, 2017 and April 3, 2018. |
| | (5)
| Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2016, April 3, 2017, April 3, 2018 and April 3, 2019. |
| | (6)
| Restricted stock award vests 100% on April 3, 2016. |
| | (7)
| Restricted stock award vests 100% on April 3, 2017. |
| | (8)
| Restricted stock award vests 100% on April 3, 2018. |
| | (9)
| Represents 50% of the number of shares of unvested performance-based restricted stock granted under our 2013 LTIP. If maximum level of performance is met for both performance criteria set forth in the 2013 LTIP, then 100% of restricted shares will vest on April 3, 2018. If threshold level of performance is met for both performance criteria set forth in the 2013 LTIP, then 50% of the restricted shares will vest on April 3, 2018. These awards are not currently expected to vest. |
| | (10)
| Stock option vests at the rate of 25% per year, with vesting dates of August 3, 2016, August 3, 2017, August 3, 2018, and August 3, 2019. |
| | (11)
| Stock option vests 100% on August 3, 2020. |
| | (12)
| Restricted stock award vests 100% on August 3, 2018. |
| | (13)
| Restricted stock award vests 100% on August 3, 2020. |
| | (14)
| Stock option vests at the rate of 25% per year, with vesting dates of July 3, 2014, July 3, 2015, July 3, 2016 and July 3, 2017. |
| | (15)
| Restricted stock award vests 100% on July 3, 2016. |
| | (16)
| Stock option vests at the rate of 25% per year, with vesting dates of September 3, 2014, September 3, 2015, September 3, 2016 and September 3, 2017. |
| | (17)
| Restricted stock award vests 100% on September 3, 2016. |
| | (18)
| Stock option vests at the rate of 25% per year, with vesting dates of October 3, 2015, October 3, 2016, October 3, 2017 and October 3, 2018. |
| | (19)
| Restricted stock award vests 100% on October 3, 2017. |
| | (20)
| Stock option vests at the rate of 25% per year, with vesting dates of October 3, 2016, October 3, 2017, October 3, 2018 and October 3, 2019. |
| | (21)
| Restricted stock award vests 100% on October 3, 2018. |
39 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders
Compensation Tables (continued)
OPTION EXERCISES AND STOCK VESTED TABLE — 20152019 The following table sets forth, with respect to our named executive officers, all options that were exercised and restricted stock that vested during fiscal 2015.2019. | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | Name (a) | Number of Shares Acquired on Exercise (#) (b) |
Value Realized on Exercise ($) (c) | | Number of Shares Acquired on Vesting (#)(d) | Value Realized on Vesting ($) (e) | | Edward W. Stack | — | | — | | | 111,489 | $4,266,684 | | Lee J. Belitsky | — | | — | | | 11,467 | $438,842 | | Lauren R. Hobart | — | | — | | | 11,467 | $438,842 | | Donald J. Germano | — | | — | | | — | | — | | | Navdeep Gupta | — | | — | | | — | | — | | | Paul J. Gaffney | 25,261 | | $207,765 | (1) | — | | — | | | Holly R. Tyson | — | | — | | | 4,745 | | $160,334 |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders43
Compensation Tables (continued) | | | | | | | | | | | | Option Awards | Stock Awards | Name
(a) | Number of Shares
Acquired on
Exercise (#)
(b) |
|
Value Realized on Exercise ($)
(c) |
| Number of Shares
Acquired on
Vesting (#)(d) |
| Value Realized
on Vesting ($)
(e) |
| | Edward W. Stack | — |
| — |
| 108,025 |
| $6,317,302 | | Teri L. List-Stoll | — |
| — |
| — |
| — |
| | André J. Hawaux | — |
| — |
| — |
| — |
| | Michele B. Willoughby | — |
| — |
| 3,765 |
| $220,177 | | Lee J. Belitsky | — |
| — |
| 2,510 |
| $146,785 | | Lauren R. Hobart | — |
| — |
| 2,510 |
| $146,785 |
There were no option exercises by our Named Executive Officers during fiscal 2015.
PENSION BENEFITS The Company did not have in fiscal 2015,2019, and currently does not have, any plans that provide for payments or other benefits at, following, or in connection with the retirement of our named executive officers, other than tax qualified and/or nonqualified defined contribution plans.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders 40
Compensation Tables (continued)
NONQUALIFIED DEFERRED COMPENSATION TABLE — 20152019 The following table sets forth amounts contributed during fiscal 20152019 by our named executive officers under the Company’s defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified. | | Name (a) | Executive
Contributions
in Last
Fiscal
Year ($)
(b)(1)
|
| Registrant
Contributions
in Last
Fiscal
Year ($)
(c)(2)
|
|
Aggregate
Earnings
in Last Fiscal
Year ($)
(d)
|
|
Aggregate
Withdrawals/
Distributions
($)
(e)
|
|
Aggregate
Balance at
Last Fiscal
Year End
($)(f) (3)
|
| Name (a) | Executive Contributions in Last Fiscal Year ($) (b)(1) | Registrant Contributions in Last Fiscal Year ($) (c)(2) | Aggregate Earnings in Last Fiscal Year ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last Fiscal Year End ($)(f) (3) | | Edward W. Stack | $ | 518,294 |
| $ | 107,505 |
| $ | 2,905 |
| $ | 1,479,267 |
| $ | 6,340,705 |
| Edward W. Stack | $850,029 | $169,621 | $400,202 | $(579,087) | $5,281,882 | | Teri L. List-Stoll | $ | 31,731 |
| $ | 5,192 |
| $ | (2,311 | ) | — |
| $ | 34,612 |
| | | André J. Hawaux | $ | 141,270 |
| $ | 29,731 |
| $ | (24,771 | ) | — |
| $ | 392,190 |
| | | Michele B. Willoughby | $ | 125,449 |
| $ | 25,840 |
| $ | (101,322 | ) | — |
| $ | 1,376,033 |
| | | Lee J. Belitsky | $ | 97,429 |
| $ | 20,206 |
| $ | (98,265 | ) | — |
| $ | 1,520,236 |
| Lee J. Belitsky | $189,788 | $37,932 | $427,862 | — | | $3,297,952 | | Lauren R. Hobart | $ | 70,321 |
| $ | 14,427 |
| $ | (18,640 | ) | — |
| $ | 415,719 |
| Lauren R. Hobart | $203,536 | $40,707 | $133,971 | — | | $1,254,927 | | Donald J. Germano | | Donald J. Germano | — | — | | — | | Navdeep Gupta | | Navdeep Gupta | $155,822 | $31,010 | $36,637 | — | | $338,722 | | Paul J. Gaffney | | Paul J. Gaffney | $165,281 | — | | $(2,785) | — | | $209,579 | | Holly R. Tyson | | Holly R. Tyson | $70,545 | $14,822 | $31,172 | — | | $256,725 |
| | (1)(1)Amounts set forth in this column (b) reflect amounts deferred and contributed by the named executive officer under the Officers’ Plan, which became effective April 1, 2007. Fiscal 2019 executive contributions are included in the Summary Compensation Table as (i) 2019 Salary and/or (ii) 2019 Non-Equity Incentive Plan Compensation depending on the named executive officer’s deferral election. (2)Amounts set forth in this column (c) are reported in the Summary Compensation Table as Change in Pension Value and Nonqualified Deferred Compensation Earnings. (3)Includes unvested Company contributions. | Amounts set forth in this column (b) reflect amounts deferred and contributed by the named executive officer under the Officers’ Plan, which became effective April 1, 2007. Fiscal 2015 executive contributions are included in the Summary Compensation Table as (i) 2015 Salary and/or (ii) 2014 Non-Equity Incentive Plan Compensation depending on the named executive officer’s deferral election. |
| | (2)
| Amounts set forth in this column (c) are reported in the Summary Compensation Table as Change in Pension Value and Nonqualified Deferred Compensation Earnings. |
| | (3)
| Includes unvested Company contributions. |
As described on page 43-4446 of this proxy statement, our named executive officers participate in the Officers’ Plan, pursuant to which they have the opportunity to defer up to 25% of their base salary and up to 100% of their annual performance incentive payment, to be allocated among a range of investment choices. Gains and losses are credited based on the participant's election of a variety of investment choices. Participants' accounts may appreciate and/or depreciate depending on the performance of their investment choices. None of the investment choices provide returns at above-market or preferential rates. Deferral amounts are 100% vested and matching contributions, including future contributions, become 100% vested after five years of plan participation, or upon the named executive officer’s death, disability or upon a change-in-control of the Company. Named executive officers may elect to receive distributions from the Officers’ Plan as a lump sum, in annual installments (with any installment term between two (2) and twenty (20) years), or a combination of the two options. Vested matching contributions may be distributed only after a named executive officer reaches age 55, or upon the named executive officer’s death or disability (as defined in applicable Treasury regulations), or in the event of certain hardships or changes of control (each as defined under Section 409A of the Code). Under the Officers’ Plan, the Company is required to match amounts deposited into plan accounts at a rate of 20% of the participant’s annual deferral, up to a $200,000 maximum match per year. Matching amounts are contributed as one lump sum following the end of the year, and the named executive officer must be an eligible participant as of December 31st to receive the matching contribution for that year. The Company also has the ability to make a discretionary matching contribution as determined from time to time by the Board. The Company may determine a vesting schedule for discretionary contributions that is different from the vesting schedule for mandatory matching contributions. The Company established a rabbi grantor trust, with a third-party trust company as trustee, for the purpose of providing the Company with a vehicle to fund participant contributions and Company matching amounts under the Officers’ Plan.
44 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued) The Officers’ Plan is intended to constitute a nonqualified, unfunded plan for federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, is intended to comply with Section 409A of the Code, and contains restrictions to help ensure compliance. Our obligations to pay deferred compensation under the Officers’ Plan are unsecured general obligations of the Company. We may amend or terminate the Officers’ Plan at any time in whole or in part, provided that no amendment or termination may reduce the amount credited to accounts at the time of such amendment or termination.
41 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders
Compensation Tables (continued)
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Certain of our Company’s plans and programs provide for payments in connection with a termination of employment or a change-in-control of the Company. The Company does not have any employment agreements with our named executive officers, and there are no pension plans or other deferred compensation plans in which our named executive officers participate, other than the Officers’ Plan. The Company also does not have severance or change-in-control agreements in place with our named executive officers.officers except for the non-competition and confidentiality agreements discussed in greater detail below, which provide for severance obligations consistent with the Company's broad-based severance policy.
The information below describes and quantifies certain compensation that would become payable under our existing plans and arrangements if a named executive officer’s employment had terminated on January 29, 201631, 2020 (the last trading day prior to the end of our fiscal year, January 30, 2016,February 1, 2020, which was a Saturday), given the named executive officer’s compensation and service levels as of such date and, if applicable, based on our closing stock price on January 29, 2016.31, 2020. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings plan and accrued vacation pay.plan. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, such as the timing during the year of any such event and the Company’s stock price, any actual amounts paid or distributed may be different.differ from the amounts enumerated below. Non-Competition Agreements— All of our current named executive officers, other than our Chairman and Chief Executive Officer and controlling stockholder, have executed non-competition and confidentiality agreements with the Company providing them with limited payments upon termination under certain circumstances. Under these agreements, named executive officers are not provided with payments if they voluntarily terminate employment, retire, die or become permanently disabled or are terminated for any of the following reasons: (i) fraud or felonious conduct; (ii) embezzlement or misappropriation of Company funds or property; (iii) material breach of the non-competition, non-solicitation or confidentiality covenants set forth in their agreement with the Company or any material violation of the provisions of the Company’s employee handbook; (iv) gross negligence; or (v) their consistent inability or refusal to perform, or willful misconduct in or disregard of the performance of their duties and obligations, under certain circumstances. Under these agreements, upon the termination of employment of a named executive officer for any reason other than those set forth above and subject to compliance with the relevant non-competition, non-solicitation and confidentiality covenants, we are obligated to pay to that named executive officer an amount equal to the greater of four weeks of pay or one week of pay for every year of employment with us, in each case at the named executive officer’s base salary in effect immediately prior to termination. The payment is payable bi-weekly in accordance with the Company’s regular payroll practices. The Company in its discretion may offer other arrangements to employees who end employment with the Company. Equity Awards — EquityOutstanding equity awards held by our named executive officers outstanding as of January 29, 2016 (last31, 2020 (the last trading day of fiscal 2015)2019) were issued pursuant to our 2002 Plan and 2012 Plan. Under the terms and conditions of the 2002 Plan, in the event that a named executive officer’s continuous status as an employee is terminated, the non-vested portion of any stock option or restricted stock award will be deemed cancelled on the termination date and any vested portion of any stock option will, unless otherwise set forth in the award, remain exercisable for the lesser of a period of (i) 90 days following termination or (ii) the expiration date of the stock option. Except as otherwise set forth in the award itself, in the event that the named executive officer voluntarily terminates employment due to a total and permanent disability (as defined in Section 22(e)(3) of the Code) or due to the employee’s death, the non-vested portion of any restricted stock award and associated accumulated dividends shall immediately vest, the non-vested portion of any stock option will be deemed cancelled on the termination date and any vested portion of the stock option will remain exercisable for the lesser of a period of (i) 12 months following termination or (ii) the expiration date of the stock option. In each case, the 2002 Plan grants the administrator the ability to set other periods of time during which an award can be exercised, as set forth in the document evidencing such option or award.
Under the 2012 Plan, uponUpon termination of a named executive officer’s continuous status as an employee due to death or total and permanent disability (as defined in Section 22(e)(3) of the Code), (i) all unvested time-based restricted stock awards, and associated accumulated dividends, shall vest immediately. In the event of death or totalimmediately and permanent disability (as defined in Section 22(e)(3) of the Code),(ii) performance-based restricted stock awards will only vest if the performance metrics are met. If the termination of continuous status as an employee occurs by any reason other than death or total and permanent disability, any time-based orand performance-based restricted stock awards that have not vested shall, unless otherwise specified by the Compensation Committee or the terms of the award, be automatically forfeited. Under each of the 2017 and 2019 LTIP awards, upon the retirement of a named executive officer (defined as a voluntary termination by the officer on or after attainment of age 55 with a minimum of fifteen years of service), the award will vest on a pro-rated basis as long as the officer was employed for at least one year of the vesting period. Upon termination of a named executive officer’s continuous status as an employee for any reason, the non-vested portion of any stock option will expire immediately and any vested portion of a stock option shall remain exercisable for a period of (i) 90 days in the event of termination of the executive officer’s status as an employee; (ii) 12 months in event of termination as a result of death or total and permanent disability (as defined in Section 22(e)(3) of the Code); or (iii) 36 months in the event of retirement, which is defined
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders 42
Compensation Tables (continued)
as having attained at least age 55 with 15 or more years of service, as determined by the Plan Administrator (or earlier in each instance upon expiration of the stock options term). “
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders45
Compensation Tables (continued) "Continuous status as an employee”employee" is defined in the 2002 Plan and 2012under each Plan as the absence of any interruption or termination of the employment relationship, except in the case of (i) sick leave, which is further defined in the 2012 Plan as approved medical, disability, or family leave; (ii) military leave; (iii) any other leave of absence approved by the Board, provided such period does not exceed 90 days, unless reemployment is guaranteed by contract, statute or Company policy; or (iv) transfers between locations of the Company or between the Company and its subsidiaries. Under the 2002 Plan, in the event of a merger or consolidation of the Company with or into another corporation or the sale of all or substantially all of the Company’s assets, theThe Board may authorize all outstanding stock options or awards to be assumed or an equivalent stock option or right to be substituted by the successor corporation or parent or subsidiary of such successor corporation. In
the event that the successor corporation does not agree to assume the stock options or rights, or to substitute an equivalent stock option or stock appreciation right, the Board shall provide for employees to have the right to exercise all stock options previously granted to such employee, including those not otherwise exercisable at the time. Under the terms of the 2012 Plan, the Boardalso may authorize outstanding awards to be assumed or an equivalent award be substituted by the successor corporation and may assign such awards to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent award, then the Board may provide that all outstanding options and stock appreciation rights become vested and exercisable, and vesting restrictions on restricted stock and other awards lapse. The 2017 LTIP Award shares and 2019 LTIP Award shares that have not been previously canceled and forfeited would become fully vested and payable based on the Company’s actual attainment of the 2017 or 2019 LTIP Performance Criteria, as applicable. The Board retains the ability to substitute, adjust, or otherwise settle outstanding awards, including cashing out such awards, as it deems appropriate and consistent with the 2012 Plan’s purposes. Pursuant to the 2013 LTIP, vesting of performance stock will be accelerated on a pro-rated basis in the event the Company undergoes a change-in-control or Large Acquisition Transaction (as defined in the Long-Term Performance Based RSA Agreement granted under the 2012 Plan), which acceleration shall be based on both the number of completed fiscal years in the performance period prior to the event and the Company’s actual performance to date. Based on current performance as of January 30, 2016, the Company does not expect any payout pursuant to the 2013 LTIP, and therefore, a change of control or Large Acquisition Transaction on January 30, 2016 would not result in an accelerated payout.
The 2012 Plan provides that unvested or unexercised equity awards may be subject to cancellation and that recoupment of the value of shares distributed under awards already vested may be required, upon the occurrence of certain specified events, including termination of employment for cause, violation of material Company policies, or other conduct that is detrimental to the business or reputation of the Company. In addition, awards may be subject to clawback, as determined by the Compensation Committee, to the extent required by applicable law or securities exchange listing standard, including, but not limited to, Section 304 of the Sarbanes-Oxley Act of 2002. Officers’ Supplemental Savings Plan — Under the terms of the Officers’ Plan, in the event of a participant’s retirement or early retirement (defined below), death, disability (as defined in applicable Treasury regulations) or in the event of certain hardships or changes-in-control (each as defined under Section 409A of the Code), the participant is entitled to receive an amount equal to the participant’s contributions and vested and unvested matching and discretionary contributions by the Company. This amount is payable in a single lump sum unless the participant has elected to receive the distribution in installments. Upon termination of employment other than by reason of retirement, early retirement, death or termination for cause (defined below), the participant is entitled to receive a termination benefit equal to the participant’s contributions and the vested portion of the Company’s matching and discretionary contributions, together with any aggregate earnings on those amounts. If a participant is terminated for cause (defined below), the participant forfeits all rights to both vested and unvested contributions of the Company and is entitled to receive a benefit equal to the participant’s contributions, together with any aggregate earnings on the participant contributions, payable in a single lump sum. For our named executive officers, all payments would be deferred for a six-month period under Section 409A of the Code. The Company’s matching contributions under the Officers’ Plan vest only after a participant has completed at least five years of participation in the plan. The Company will determine separately the vesting of the Company’s discretionary contributions, if any. After five years of participation, all past and future Company contributions are fully vested. As of January 29, 2016,31, 2020, Messrs. Stack and Belitsky and Ms. WilloughbyHobart were fully vested in the Company’s contributions.contributions, while Messrs. Germano and Gupta were not. “Retirement”"Retirement" is defined in the Officers’ Plan as termination of employment, other than a termination for cause, on or after the date on which the participant has both attained age 55 and completed at least five years of participation in the Officers’ Plan, and “early retirement”"early retirement" is termination of employment, other than for cause, on or after the date on which the participant has completed at least five years of participation. “Termination"Termination for cause”cause" is defined in the Officers’ Plan as termination of employment by reason of: (i) a substantial
43 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders
Compensation Tables (continued)
intentional failure to perform duties as an employee or to comply with any material provision of his or her employment agreement with the Company, where such failure is not cured within 30 days after receiving written notice from the Company specifying in reasonable detail the nature of the failure; (ii) a breach of fiduciary duty to the Company by reason of receipt of personal profits; (iii) conviction of a felony; or (iv) any other willful and gross misconduct committed by the participant. A “change-in-control”"change-in-control" is defined in the Officers’ Plan as any of: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation; (iii) approval by the stockholders of the Company of any sale, lease, exchange or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company; (iv) approval by the stockholders of the Company of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation will not own 50% or more of the voting shares of the continuing or surviving corporation immediately after such merger or consolidation; or (v) a change of 50% (rounded to the next whole person) in the membership of the Company’s Board within a twelve-month period, unless the election or nomination for election by stockholders of each new director within such period was approved by the vote of two-thirds (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twelve-month period. Notwithstanding the foregoing, no event shall constitute a “change-in-control”
46 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
Compensation Tables (continued) "change-in-control" for purposes of acceleration of distributions on termination of the Officers’ Plan if it is not a “change"change in the ownership or effective control of the corporation,”" or “in"in the ownership of a substantial portion of the assets of the corporation,” “corporate" "corporate dissolution,”" or “with"with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A)”" within the meaning of Section 409A of the Code.
Insurance Benefits— The Company currently pays the premiums for two life insurance policies covering our Chairman and Chief Executive Officer. The beneficiaries under the policies are chosen by Mr. Stack. Prior to his death, Mr. Stack may receive the cash surrender value of the policy. For detail regarding the premiums paid by the Company for fiscal 2015,2019, see footnote 58 of the “"Summary Compensation Table”" on page 33pages 38 - 39 of this proxy statement.
Separation of CHRO— On November 4, 2019, the Company and Holly Tyson entered into a separation agreement, pursuant to which she ceased serving as the Company’s SVP - Chief Human Resources Officer, effective January 1, 2020, but continued to serve the Company as an independent consultant through April 30, 2020, receiving $39,592 per month for such services. In accordance with the terms of her separation agreement, Ms. Tyson was eligible to receive a payout under the Company’s 2019 STIP and 2019 SGI. Furthermore, all outstanding, unvested equity awards issued to Ms. Tyson, including the 2017 LTIP, continue to vest while she serves the Company as an independent consultant. The Company’s obligations are subject to Ms. Tyson’s compliance with the terms of the separation agreement, which included an eighteen-month non-competition and non-solicitation period and confidentiality requirements.
Dick's Sporting Goods, Inc
. Proxy Statement and Notice of 2016 Annual Meeting of Stockholders 44
Compensation Tables (continued)
The following table shows the estimated benefits payable to each named executive officer (other than Mr. Gaffney) in the event of his or her termination of employment under various scenarios or upon a change-in-control of our Company, assuming such event took place on January 29, 2016.31, 2020. The table sets forth the actual payments and benefits Mr. Gaffney received in connection with his separation from the Company.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Voluntary
Resignation or
Termination
without Cause | | Involuntary
Not For Cause
Termination | | Death | | Disability | | Retirement | | Change-in-Control | | Edward W. Stack (1) | | | | | | | | | | | | | Officers’ Plan(3) | $5,281,882 | | (3a) | $5,281,882 | | (3a) | $5,281,882 | | (3b) | $5,281,882 | | (3b) | $5,281,882 | | (3c) | $5,281,882 | | (3d) | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | $15,943,975 | | | $15,943,975 | | | — | | | — | | | Insurance Benefits(6) | — | | | — | | | $6,413,407 | | | — | | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | $395,280 | (7a) | $395,280 | (7a) | $395,280 | (7b) | $395,280 | (7c) | 2019 LTIP(8) | — | | | — | | | $1,572,315 | (8a) | $1,572,315 | (8a) | — | | | $1,572,315 | (8b) | | Lee J. Belitsky | | | | | | | | | | | | | Non-Competition Agreement(2) | — | | | $290,331 | | | — | | | — | | | — | | | — | | | Officers’ Plan(3) | $3,297,952 | | (3a) | $3,297,952 | | (3a) | $3,297,952 | | (3b) | $3,297,952 | | (3b) | $3,297,952 | | (3c) | $3,297,952 | | (3d) | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | $3,010,037 | | $3,010,037 | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | $395,280 | (7a) | $395,280 | (7a) | $395,280 | (7b) | $395,280 | (7c) | 2019 LTIP(8) | — | | | — | | | $1,572,315 | (8a) | $1,572,315 | (8a) | — | | | $1,572,315 | (8b) | | Lauren R. Hobart | | | | | | | | | | | | | Non-Competition Agreement(2) | — | | | $119,231 | | | — | | | — | | | — | | | — | | | Officers’ Plan(3) | $1,254,927 | | (3a) | $1,254,927 | | (3a) | $1,254,927 | | (3b) | $1,254,927 | | (3b) | $1,254,927 | | (3c) | $1,254,927 | | (3d) | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | $4,360,021 | | $4,360,021 | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | $395,280 | (7a) | $395,280 | (7a) | — | | | $395,280 | (7c) | 2019 LTIP(8) | — | | | — | | | $1,572,315 | (8a) | $1,572,315 | (8a) | — | | | $1,572,315 | (8b) | | Donald J. Germano | | | | | | | | | | | | | Non-Competition Agreement(2) | — | | | $47,308 | | | — | | | — | | | — | | | — | | | Officers’ Plan(3) | — | | | — | | | — | | | — | | | — | | | — | | | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | $2,080,390 | | $2,080,390 | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | $158,121 | (7a) | $158,121 | (7a) | — | | | $158,121 | (7c) |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders47
Compensation Tables (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Voluntary
Resignation or
Termination
without Cause | Involuntary
Not For Cause
Termination | Death | Disability | Retirement(1) | Change-in-Control | Edward W. Stack (2) | | | | | | | | | | | | | Officers’ Plan(4) |
| $6,340,705 |
| (4a) |
| $6,340,705 |
| (4a) |
| $6,340,705 |
| (4b) |
| $6,340,705 |
| (4b) |
| $6,340,705 |
| (4c) |
| $6,340,705 |
| (4d) | Stock Options(5) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | Restricted Stock(6) | — |
| | — |
| |
| $7,874,181 |
| |
| $7,874,181 |
| | — |
| | — |
| | Insurance Benefits(7) | — |
| | — |
| |
| $6,413,407 |
| | — |
| | — |
| | — |
| | | 2013 LTIP | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | | Teri L. List-Stoll | | | | | | | | | | | | | Non-Competition Agreement(3) | — |
| |
| $57,692 |
| | — |
| | — |
| | — |
| | — |
| | Officers’ Plan(4) |
| $29,908 |
| (4a) |
| $29,908 |
| (4a) |
| $34,612 |
| (4b) |
| $34,612 |
| (4b) |
| $29,908 |
| (4c) |
| $34,612 |
| (4d) | Stock Options(5) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | Restricted Stock(6) | — |
| | — |
| |
| $621,809 |
| |
| $621,809 |
| | — |
| | — |
| | | 2013 LTIP | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | | André J. Hawaux | | | | | | | | | | | | | Non-Competition Agreement(3) | — |
| |
| $59,423 |
| | — |
| | — |
| | — |
| | — |
| | Officers’ Plan(4) |
| $328,056 |
| (4a) |
| $328,056 |
| (4a) |
| $392,190 |
| (4b) |
| $392,190 |
| (4b) |
| $328,056 |
| (4c) |
| $392,190 |
| (4d) | Stock Options(5) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | Restricted Stock(6) | — |
| | — |
| |
| $1,563,955 |
| |
| $1,563,955 |
| | — |
| | — |
| | | 2013 LTIP | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | | Michele B. Willoughby | | | | | | | | | | | | | Non-Competition Agreement(3) | — |
| |
| $111,058 |
| | — |
| | — |
| | — |
| | — |
| | Officers’ Plan(4) |
| $1,376,033 |
| (4a) |
| $1,376,033 |
| (4a) |
| $1,376,033 |
| (4b) |
| $1,376,033 |
| (4b) |
| $1,376,033 |
| (4c) |
| $1,376,033 |
| (4d) | Stock Options(5) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | Restricted Stock(6) | — |
| | — |
| |
| $1,120,125 |
| |
| $1,120,125 |
| | — |
| | — |
| | | 2013 LTIP | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | | Lee J. Belitsky | | | | | | | | | | | | | Non-Competition Agreement(3) | — |
| |
| $169,449 |
| | — |
| | — |
| | — |
| | — |
| | Officers’ Plan(4) |
| $1,520,236 |
| (4a) |
| $1,520,236 |
| (4a) |
| $1,520,236 |
| (4b) |
| $1,520,236 |
| (4b) |
| $1,520,236 |
| (4c) |
| $1,520,236 |
| (4d) | Stock Options(5) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | Restricted Stock(6) | — |
| | — |
| |
| $826,288 |
| |
| $826,288 |
| | — |
| | — |
| | | 2013 LTIP | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | | Lauren R. Hobart | | | | | | | | | | | | | Non-Competition Agreement(3) | — |
| |
| $40,000 |
| | — |
| | — |
| | — |
| | — |
| | Officers’ Plan(4) |
| $349,276 |
| (4a) |
| $349,276 |
| (4a) |
| $415,719 |
| (4b) |
| $415,719 |
| (4b) |
| $349,276 |
| (4c) |
| $415,719 |
| (4d) | Stock Options(5) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | Restricted Stock(6) | — |
| | — |
| |
| $554,929 |
| |
| $554,929 |
| | — |
| | — |
| | | 2013 LTIP | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Voluntary
Resignation or
Termination
without Cause | | Involuntary
Not For Cause
Termination | | Death | | Disability | | Retirement | | Change-in-Control | | 2019 LTIP(8) | — | | | — | | | $1,572,315 | (8a) | $1,572,315 | (8a) | — | | | $1,572,315 | (8b) | | Navdeep Gupta | | | | | | | | | | | | | Non-Competition Agreement(2) | — | | | $30,769 | | | — | | | — | | | — | | | — | | | Officers’ Plan(3) | $286,335 | | (3a) | $286,335 | | (3a) | $338,722 | | (3b) | $338,722 | | (3b) | $286,335 | | (3c) | $338,722 | | (3d) | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | $1,239,134 | | $1,239,134 | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | $91,547 | (7a) | $91,547 | (7a) | — | | | $91,547 | (7c) | 2019 LTIP(8) | — | | | — | | | $628,935 | (8a) | $628,935 | (8a) | — | | | $628,935 | (8b) | | Paul J. Gaffney | | | | | | | | | | | | | Non-Competition Agreement(2) | — | | | — | | | — | | | — | | | — | | | — | | | Officers’ Plan(3) | $209,579 | | (9) | — | | | — | | | — | | | — | | | — | | | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | — | | | — | | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | — | | | — | | | — | | | — | | | 2019 LTIP(8) | — | | | — | | | — | | | — | | | — | | | — | | | | Holly R. Tyson | | | | | | | | | | | | | Non-Competition Agreement(2) | — | | | — | | | — | | | — | | | — | | | — | | | Officers’ Plan(3) | $216,382 | (3a) | $216,382 | (3a) | $256,725 | (3b) | $256,725 | (3b) | $216,382 | (3c) | $256,725 | (3d) | Stock Options(4) | — | | | — | | | — | | | — | | | — | | | — | | | Restricted Stock(5) | — | | | — | | | $1,477,220 | | $1,477,220 | | — | | | — | | | 2017 LTIP(7) | — | | | — | | | $158,121 | (7a) | $158,121 | (7a) | — | | | $158,121 | (7c) | 2019 LTIP(8) | — | | | — | | | $628,935 | (8a) | $628,935 | (8a) | — | | | $628,935 | (8b) |
| | (1)(1) There is no non-competition agreement in place to provide any payments upon termination. (2) Payment amounts equal the greater of (i) four (4) weeks of pay or (ii) one (1) week of pay for every year of employment at the named executive officer’s base salary in effect immediately prior to termination. (3) Represents the participant’s contributions and the Company’s contributions (vested and/or unvested), as described in the applicable footnote. As of January 31, 2020, all Company contributions were vested for each of our named executive officers, other than Mr. Germano and Mr. Gupta. For additional information regarding the Officers’ Plan, see the "Nonqualified Deferred Compensation Table" and accompanying narrative beginning on page 44 of this proxy statement. (3a) Represents participant contributions and vested Company contributions (if any). Participant contributions are paid at the next scheduled settlement date after the termination and vested Company contributions are paid on the settlement date following the date the participants reach the age of 55. (3b) Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum, unless the participant elected scheduled distributions had commenced at the time of the event. If scheduled distributions had commenced at the time of the event, contributions will be paid in accordance with the distribution schedule. (3c) Represents participant contributions and vested Company contributions (if any). Participant contributions and Company contributions are paid in single lump sum, unless the participant elects scheduled distributions. (3d) Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum on the last day of the 15th month after the month in which the event took place unless the participant elected otherwise. (4) Upon termination of employment for any reason, unvested stock options are forfeited. Any vested portion will remain exercisable following termination for a period of 90 days other than in connection with death or disability, in which case vested stock options will remain exercisable for 12 months following termination, subject in each case to earlier termination due to expiration of the award. In the event of a change-in-control, the Board may authorize all outstanding stock options or awards to be assumed or an equivalent stock option or right to be substituted by the successor corporation. In the event that the successor corporation does not agree to assume the stock options or other awards, or to substitute an equivalent stock option or right, unexercisable stock options or other awards shall be accelerated and become exercisable. (5) Represents the value of unvested time-based restricted stock and accumulated dividends that would immediately vest upon termination of employment due to death or a total and permanent disability. Upon termination for any other reason, unvested restricted stock would be forfeited. In the event of a change-in-control, the Board may authorize all outstanding awards to be assigned to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent right, restricted stock awards shall vest. (6) Our Chairman and Chief Executive Officer is covered by two life insurance policies paid for by the Company, the beneficiaries of which are chosen by Mr. Stack (prior to his death the executive may receive the cash surrender value of the policy). If our Chairman and Chief Executive Officer had died on February 1, 2020, the beneficiaries under said policies would have received $2,413,407 under the first policy, and $4,000,000 under the second policy. (7) Represents the value of unvested performance-based restricted stock and accumulated dividends that would become owed to the participant under a particular scenario. | Retirement is defined as termination (other than for cause) after reaching age 55 and completing at least five (5) years of participation; early retirement has the same definition other than the requirement to be 55. |
| | (2)
| There is no agreement in place to provide any payments upon termination. |
| | (3)
| Payment amounts equal the greater of four (4) weeks of pay or one week of pay for every year of employment at the named executive officer’s base salary in effect immediately prior to termination. |
4548 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders
Compensation Tables (continued)
| | (4)(7a) Represents the value of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2017 LTIP vesting period (i.e., April 3, 2020).
| Represents the participant’s contributions and the Company’s contributions (vested and/or unvested), as described in the applicable footnote. As of January 29, 2016, all Company contributions are vested for each of our named executive officers, other than Mr. Hawaux, Ms. List-Stoll and Ms. Hobart. For additional information regarding the Officers’ Plan, see the “Nonqualified Deferred Compensation Table” and accompanying narrative set forth on pages 41 of this proxy statement. |
| | (4a)
| Represents participant contributions and vested Company contributions (if any). Participant contributions are paid at the next scheduled settlement date after the termination and vested Company contributions are paid on the settlement date following the date the participants reach the age of 55. |
| | (4b)
| Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum, unless the participant elected scheduled distributions had commenced at the time of the event. If scheduled distributions had commenced at the time of the event, contributions will be paid in accordance with the distribution schedule. |
| | (4c)
| Represents participant contributions and vested Company contributions (if any). Participant contributions and Company contributions are paid in single lump sum, unless the participant elects scheduled distributions. |
| | (4d)
| Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum on the last day of the 15th month after the month in which the event took place unless the participant elected otherwise. |
| | (5)
| Upon termination of employment for any reason, unvested stock options are forfeited. Any vested portion will remain exercisable following termination for a period of 90 days other than in connection with death or disability, in which case vested stock options will remain exercisable for 12 months following termination, subject in each case to earlier termination due to expiration of the award. In the event of a change-in-control, the Board may authorize all outstanding stock options or awards to be assumed or an equivalent stock option or right to be substituted by the successor corporation. In the event that the successor corporation does not agree to assume the stock options or other awards, or to substitute an equivalent stock option or right, unexercisable stock options or other awards shall be accelerated and become exercisable. |
| | (6)
| Represents the value of unvested time-based restricted stock, and accumulated dividends, that would immediately vest upon termination of employment due to death or a total and permanent disability. Upon termination for any other reason, unvested restricted stock would be forfeited. In the event of a change-in-control, the Board may authorize all outstanding awards to be assigned to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent right, restricted stock awards shall vest. |
| | (7)
| Our Chairman and Chief Executive Officer is covered by two life insurance policies paid for by the Company, the beneficiaries of which are chosen by Mr. Stack (prior to his death the executive may receive the cash surrender value of the policy). If our Chairman and Chief Executive Officer had died on January 30, 2016, the beneficiaries under said policies would have received $2,413,407 under the first policy, and $4,000,000 under the second policy. |
(7b) Represents the value of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their retirement (voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service) after the completion of the first year of the 2017 LTIP vesting period and that would vest on a pro-rated basis at the end of the 2017 LTIP vesting period (i.e., April 3, 2020). (7c)Represents the value of unvested performance-based restricted stock and accumulated dividends that would vest within 30 days of the event. (8) Represents the value of unvested performance-based restricted stock and accumulated dividends that would become owed to the participant under a particular scenario. (8a) Represents a reasonable estimate of the value at full target of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2019 LTIP vesting period (i.e., April 3, 2022). (8b) Represents a reasonable estimate of the value at full target of unvested performance-based restricted stock and accumulated dividends that would vest within 30 days of the event. (9) Represents Mr. Gaffney's contributions made to the Officers' Plan and the aggregate earnings on his contributions.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders4649
Item 3—Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers
As we have done each year since our 2011 Annual Meeting of Stockholders, and as required by Section 14A of the Exchange Act, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding and advisory basis, the compensation of our named executive officers. AtIn 2017, consistent with the vote of the Company's stockholders at our 2011 annual meeting2017 Annual Meeting of stockholders, our stockholders votedStockholders, the Board determined that the Company will continue to conduct this vote on an annual basis. We will hold another vote on the frequency with which to conduct this vote at our 2017 annual meeting. Since the vote on this compensation program is advisory in nature, it will not affect any compensation already awarded to any named executive officer and will not be binding on or overrule any decisions made by the Compensation Committee or the Board. The vote on this resolution is not intended to address any specific element of compensation. Rather, this vote relates to the compensation of our named executive officers as a whole, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The Compensation Committee annually reviews named executive officer compensation, as discussed in this proxy statement. As discussed under the heading “"Compensation Discussion and Analysis,”" beginning on page 2024 of this proxy statement, our compensation program, overseen by our Compensation Committee, is designed to align executive pay with Company performance, and we seek to closely align the interests of our named executive officers with the interests of our stockholders.
The Compensation Committee and the Board will consider the results of this advisory vote when formulating future executive compensation policy. As such, yourThe results of this vote will serve as an additional tool to guide the Compensation Committee and the Board in continuing to align the Company’s executive compensation program with the interests of the Company and its stockholders. YourThe results of this vote will also guide the Compensation Committee and the Board to ensure that our executive compensation program is consistent with our commitment to high standards of corporate governance. We ask our stockholders to vote on the following resolution at the 2016 annual meeting:2020 Annual Meeting: “"RESOLVED, that the Company’s stockholders approve on an advisory basis the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2016 annual meeting2020 Annual Meeting of stockholdersStockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosure.”"
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” | | | | | | | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
|
4750 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC regulations permit companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Consequently, the pay ratio reported by other companies, including those companies in our Retail Peer Group, may not be comparable to the pay ratio reported below. For 2019: •the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this proxy statement, was $15,048,162; and •the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $10,120 and the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 1,487 to 1. •the median of the annual total compensation of all full-time employees of our Company (other than our Chief Executive Officer) was $37,595 and the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all full-time employees was 400 to 1. We took the following steps to identify the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all the Company’s employees and all full-time employees: •With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this proxy statement. •We determined our employee population as of the end of our fiscal year, February 1, 2020. On that date, our employee population consisted of 41,532 individuals after taking into consideration the adjustments permitted under applicable SEC regulations and guidance. •Without adjustments, our total employee population consisted of 41,593 individuals, of which 41,532 were based in the United States and 61 were based in Hong Kong. We excluded the 61 associates based in Hong Kong pursuant to the de minimis exemption under SEC regulations. Our adjusted employee population consists of 15,229 full-time, 24,806 part-time, and 1,497 temporary employees. The totals do not include individuals that we classify as independent contractors for tax purposes. •To identify the median employee from our employee population, we reviewed the wages of our employees as reflected in our payroll records as Medicare wages and tips reported to the Internal Revenue Service for the 2019 fiscal year. •Our median employee is a part-time Footwear Sales Associate who worked for the Company for 28 weeks during fiscal year 2019 and averaged 32 hours per week. Our median full-time employee is a Bicycle Technician who was hired in 2001 and averaged 40 hours per week in fiscal year 2019. •Once we identified our median employee and median full-time employee, we combined all of the elements of such employees’ compensation for fiscal year 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $10,120 for our median employee and $37,595 for our median full-time employee.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders51
Other Matters. As of the date of this proxy statement, we know of no business that will be presented for consideration at the 2016 annual meeting2020 Annual Meeting other than the items referred to above.herein. If any other matter is properly brought before the 2016 annual meeting2020 Annual Meeting for action by our stockholders, proxies properly provided to the Company will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder. “Householding”"Householding" of Proxy Materials. The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,”"householding," potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify either (i) your broker if your shares are held in a brokerage account or (ii) us if you hold registered shares. We will deliver promptly, upon written or oral request, a separate copy of the annual report or proxy statement, as applicable, to a security holder at a shared address to which a single copy of the documents was delivered. You can notify us by sending a written request to the attention of Investor Relations, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108 or calling us at (724) 273-3400 if you would like to receive separate copies of mailed materials relating to future meetings, or you are sharing an address and you wish to request delivery of a single copy of mailed materials if you are now receivingcurrently receive multiple copies.
In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders via the internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
Advance Notice Procedures. Under our bylaws, no business may be presented by any stockholder before an annual meetingAnnual Meeting unless it is properly presented before the meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered written notice to our Corporate Secretary, John E. Hayes, III,Legal Department, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108, (containingcontaining certain information specified in our bylaws about the stockholder and the proposed action)action, at least 150 days prior to the anniversary date of the preceding year’s annual meetingAnnual Meeting — that is, with respect to the 2017 annual meeting,2021 Annual Meeting, by January 11, 2017.2021. These requirements are separate from and in addition to the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in the Company’s proxy statement, as discussed below. Stockholder Proposals for Inclusion in the Company’s Proxy Materials Relating to the 20172021 Annual Meeting. Stockholders interested in submitting a proposal for inclusion in the Company’s proxy materials for the annual meetingAnnual Meeting of stockholdersStockholders in 20172021 may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, such proposals must be received by the Company not less than 120 calendar days before the anniversary date of the Company’s delivery of its proxy statement materials to stockholders in connection with the previous year’s annual meeting.Annual Meeting. Therefore, for the 2017 annual meeting,2021 Annual Meeting, such proposals must be received by the Company no later than December 30, 2016.2020. Proposals should be sent to the attention of the Corporate Secretary, Legal Department, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108. Proxy Solicitation and Costs. The proxies being solicited hereby are being solicited by the Board of Directors of the Company. The cost of soliciting proxies will be borne by the Company. We have not retained an outside firm to aid in the solicitation. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
52 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20162020 Annual Meeting of Stockholders48
Non-GAAP Financial Measures
NON-GAAP NET INCOME AND EARNINGS PER SHARE RECONCILIATION
(In addition to reporting the Company's financial results calculated in thousands, exceptaccordance with generally accepted accounting principles ("GAAP"), the Company reports certain financial results that differ from what is reported under GAAP. These non-GAAP financial measures include non-GAAP earnings per diluted share data):and Adjusted EBT, which management believes provides investors with useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP measures internally for forecasting, budgeting, and measuring its operating performance, and management’s annual incentive compensation is derived, in part, on Adjusted EBT. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. A reconciliation of the Company's non-GAAP measures to the most directly comparable GAAP financial measures are provided below.
Earnings per diluted share vs. Non-GAAP earnings per diluted share
| | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2019
52 Weeks Ended February 1, 2020 | | | | | | | | Gross profit | Selling,
general and administrative expenses | Income from operations | Gain on sale of subsidiaries | Income before income taxes | Net income | Earnings per diluted share | | | | | | | | | | | | | | | | | | GAAP Basis | $ | 2,554,558 | | $ | 2,173,677 | | $ | 375,613 | | $ | (33,779) | | $ | 407,704 | | $ | 297,462 | | $ | 3.34 | | | % of Net Sales | 29.19 | % | 24.84 | % | 4.29 | % | (0.39) | % | 4.66 | % | 3.40 | % | | | Hunt restructuring charges | 13,135 | | (44,588) | | 57,723 | | — | | 57,723 | | 50,072 | | | | Gain on sale of subsidiaries | — | | — | | — | | 33,779 | | (33,779) | | (24,996) | | | | Other asset impairments | — | | (15,253) | | 15,253 | | — | | 15,253 | | 11,287 | | | | Litigation contingency settlement | — | | 6,411 | | (6,411) | | — | | (6,411) | | (4,744) | | | | Non-GAAP Basis | $ | 2,567,693 | | $ | 2,120,247 | | $ | 442,178 | | $ | — | | $ | 440,490 | | $ | 329,081 | | $ | 3.69 | | | % of Net Sales | 29.34 | % | 24.23 | % | 5.05 | % | — | % | 5.03 | % | 3.76 | % | |
During fiscal 2019, the Company recorded a pre-tax charge of $57.7 million related to the restructuring of the hunt business, which included a trademark impairment of $28.3 million that was not deductible for tax purposes. The Company also recorded a pre-tax non-cash impairment charge of $15.3 million to reduce the carrying value of a corporate aircraft to its current fair market value, which was subsequently sold. These charges were offset by a pre-tax gain of $33.8 million related to the sale of two technology subsidiaries and a pre-tax benefit of $6.4 million resulting from the favorable settlement of a litigation contingency that was originally accrued in fiscal 2017. The provision for income taxes for the aforementioned adjustments were calculated at the Company's approximated blended tax rate, unless otherwise noted.
Non-GAAP earnings per diluted share has not been provided for 2018, and therefore no reconciliation is required.
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders i
| | | | | | | | | | | | | | Fiscal 2015
52 Weeks Ended January 30, 2016 | | | As
Reported |
| Litigation Settlement Charge |
| Non-GAAP
Total | | Net sales | $ | 7,270,965 |
| $ | — |
| $ | 7,270,965 |
| (1) | | Cost of goods sold, including occupancy and distribution costs | 5,088,078 |
| — |
| 5,088,078 |
| | | GROSS PROFIT | 2,182,887 |
| — |
| 2,182,887 |
| | | Selling, general and administrative expenses | 1,613,075 |
| (7,884 | ) | 1,605,191 |
| | | Pre-opening expenses | 34,620 |
| — |
| 34,620 |
| | | INCOME FROM OPERATIONS | 535,192 |
| 7,884 |
| 543,076 |
| | | Interest expense | 4,012 |
| — |
| 4,012 |
| | | Other expense | 305 |
| — |
| 305 |
| | | INCOME BEFORE INCOME TAXES | 530,875 |
| 7,884 |
| 538,759 |
| (2) | | Provision for income taxes | 200,484 |
| 3,154 |
| 203,638 |
| | | NET INCOME | $ | 330,391 |
| $ | 4,730 |
| $ | 335,121 |
| | | EARNINGS PER COMMON SHARE: | | | | | | Basic | $ | 2.87 |
| | $ | 2.91 |
| | | Diluted | $ | 2.83 |
| | $ | 2.87 |
| | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | Basic | 115,230 |
| | 115,230 |
| | | Diluted | 116,794 |
| | 116,794 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2017 53 Weeks Ended February 3, 2018 | | | | | | | | Cost of goods sold | Selling, general and administrative expenses | Pre-opening expenses | Other income | Income before income taxes | Net income | Earnings per diluted share | | | | | | | | | | | | | | | | | | GAAP Basis | $ | 6,101,412 | | $ | 1,982,363 | | $ | 29,123 | | $ | (31,810) | | $ | 501,337 | | $ | 323,445 | | $ | 3.01 | | | % of Net Sales | 71.03 | % | 23.08 | % | 0.34 | % | (0.37) | % | 5.84 | % | 3.77 | % | | | Corporate restructuring charge | — | | (7,077) | | — | | — | | 7,077 | | 4,388 | | | | TSA conversion costs | — | | — | | (3,474) | | — | | 3,474 | | 2,154 | | | | Contract termination payment | — | | — | | — | | 12,000 | | (12,000) | | (12,000) | | | | Sales tax refund | — | | — | | — | | 8,104 | | (8,104) | | (5,024) | | | | Loyalty program enhancement costs | (11,478) | | — | | — | | — | | 11,478 | | 7,231 | | | | Litigation contingency | — | | (6,592) | | — | | — | | 6,592 | | 4,153 | | | | Tax Act impact | — | | — | | — | | — | | — | | (24) | | | | Non-GAAP Basis | $ | 6,089,934 | | $ | 1,968,694 | | $ | 25,649 | | $ | (11,706) | | $ | 509,854 | | $ | 324,323 | | $ | 3.01 | | | % of Net Sales | 70.89 | % | 22.92 | % | 0.30 | % | (0.14) | % | 5.94 | % | 3.78 | % | |
During the first quarter of 2017, the Company recorded pre-tax conversion costs of $3.5 million to convert former TSA stores to Dick's Sporting Goods stores. During the second quarter of 2017, the Company recorded pre-tax charges of $7.1 million for severance, other employee-related costs and asset write-downs related to a corporate restructuring. The Company also recorded $12.0 million of pre-tax income for the receipt of a contract termination payment, for which there was no related tax expense as the Company utilized net capital loss carryforwards that were previously subject to a valuation allowance. During the third quarter of 2017, the Company received $8.1 million of pre-tax income for a multi-year sales tax refund. During the fourth quarter of 2017, the Company incurred $11.5 million for pre-tax transition costs to enhance the Company's Scorecard loyalty program, and $6.6 million in pre-tax charges related to a litigation contingency. The provision for income taxes for the aforementioned adjustments were calculated at the Company's approximated blended tax rate, unless otherwise noted.
ii Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2020 Annual Meeting of Stockholders
| | | | | | | | | | | | | | | | | | | | | | Fiscal 2016 52 Weeks Ended January 28, 2017 | | | | | | | Cost of goods sold | Selling, general and administrative expenses | Pre-opening expenses | Income before income taxes | Net income | Earnings per diluted share | | | | | | | | | GAAP Basis | $ | 5,556,198 | | $ | 1,875,643 | | $ | 40,286 | | $ | 458,422 | | $ | 287,396 | | $ | 2.56 | | | % of Net sales | 70.14 | % | 23.68 | % | 0.51 | % | 5.79 | % | 3.63 | % | | | Inventory write-down | (46,379) | | — | | — | | 46,379 | | 28,755 | | | | Non-cash impairment and store closing charge | — | | (32,821) | | — | | 32,821 | | 20,349 | | | | Non-operating asset impairment | — | | (7,707) | | — | | 7,707 | | 4,778 | | | | TSA and Golfsmith conversion costs | — | | (8,545) | | (5,102) | | 13,647 | | 8,461 | | | | Non-GAAP Basis | $ | 5,509,819 | | $ | 1,826,570 | | $ | 35,184 | | $ | 558,976 | | $ | 349,739 | | $ | 3.12 | | | % of Net sales | 69.55 | % | 23.06 | % | 0.44 | % | 7.06 | % | 4.41 | % | |
During the third quarter of 2016, the Company recorded pre-tax conversion costs of $7.6 million to convert former TSA stores to Dick's Sporting Goods stores. During the fourth quarter of 2016, the Company recorded a pre-tax inventory write-down of $46.4 million in connection with the Company's implementation of its new merchandising strategy, a pre-tax non-cash impairment charge of $32.9 million for store assets and store closing charges primarily for ten Golf Galaxy stores in overlapping trade areas with acquired Golfsmith stores, a pre-tax non-cash impairment charge of $7.7 million to reduce the carrying value of a corporate aircraft held for sale to its fair market value, and pre-tax conversion costs of $6.0 million to convert former TSA and Golfsmith stores to Dick's Sporting Goods and Golf Galaxy stores. The provision for income taxes for the aforementioned adjustments were calculated at 38%, which approximated the Company's blended tax rate.
| | | | | | | | | | | | | | | | | Fiscal 2015 52 Weeks Ended January 30, 2016 | | | | | | Selling, general and administrative expenses | | Income before income taxes | Net income | Earnings per diluted share | | | | | | | | GAAP Basis | $ | 1,613,075 | | | $ | 530,875 | | $ | 330,391 | | $ | 2.83 | | | % of Net sales | 22.19 | % | | 7.30 | % | 4.54 | % | | | Litigation settlement charge | (7,884) | | | 7,884 | | 4,730 | | | | Non-GAAP Basis | $ | 1,605,191 | | | $ | 538,759 | | $ | 335,121 | | $ | 2.87 | | | % of Net sales | 22.08 | % | | 7.41 | % | 4.61 | % | |
During the third quarter of 2015, the Company recorded a pre-tax litigation settlement charge of $7.9 million. The provision for income taxes was calculated at 40%, which approximatesapproximated the Company's blended tax rate. | | (1)
| Referred to as “Consolidated Sales” in the Company’s short-term incentive program (“STIP”). |
| | (2)
| Referred to as “EBT” in the Company’s STIP. |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20152020 Annual Meeting of Stockholders A-1iii
NON-GAAP NET INCOME AND EARNINGS PER SHARE RECONCILIATION
(in thousands, except per share data):
| | | | | | | | | | | | | | | | | Fiscal 2014
52 Weeks Ended January 31, 2015 | | | As
Reported |
| Gain on Sale
of Asset |
| Golf
Restructuring
Charges |
| Non-GAAP
Total | | Net sales | $ | 6,814,479 |
| $ | — |
| $ | — |
| $ | 6,814,479 |
| (1) | | Cost of goods sold, including occupancy and distribution costs | 4,727,813 |
| — |
| (2,405 | ) | 4,725,408 |
| | | GROSS PROFIT | 2,086,666 |
| — |
| 2,405 |
| 2,089,071 |
| | | Selling, general and administrative expenses | 1,502,089 |
| 14,428 |
| (17,960 | ) | 1,498,557 |
| | | Pre-opening expenses | 30,518 |
| — |
| — |
| 30,518 |
| | | INCOME FROM OPERATIONS | 554,059 |
| (14,428 | ) | 20,365 |
| 559,996 |
| | | Interest expense | 3,215 |
| — |
| — |
| 3,215 |
| | | Other income | (5,170 | ) | — |
| — |
| (5,170 | ) | | | INCOME BEFORE INCOME TAXES | 556,014 |
| (14,428 | ) | 20,365 |
| 561,951 |
| (2) | | Provision for income taxes | 211,816 |
| (5,771 | ) | 8,146 |
| 214,191 |
| | | NET INCOME | $ | 344,198 |
| $ | (8,657 | ) | $ | 12,219 |
| $ | 347,760 |
| | | EARNINGS PER COMMON SHARE: | | | | | | | Basic | $ | 2.89 |
| | | $ | 2.92 |
| | | Diluted | $ | 2.84 |
| | | $ | 2.87 |
| | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | Basic | 119,244 |
| | | 119,244 |
| | | Diluted | 121,238 |
| | | 121,238 |
| |
During the first quarter of 2014, the Company recorded a pre-tax $14.4 million gain on sale of a Gulfstream G650 corporate aircraft. During the second quarter of 2014, the Company recorded pre-tax restructuring charges of $20.4 million including a $14.3 million non-cash impairment of trademarks and store assets, severance charges of $3.7 million resulting from the elimination of specific staff in the golf area of its Dick's stores and consolidation of Dick's golf and Golf Galaxy corporate and administrative functions, and a $2.4 million write-down of excess golf inventories. The provision forIncome before income taxes for the aforementioned adjustments were calculated at 40%, which approximates the Company's blended tax rate. ("EBT") vs. Non-GAAP Adjusted EBT
| | | | | | | | | | | | | (1)
| Referred to as “Consolidated Sales” in the Company’s short-term incentive program (“STIP”). | | | | | | | Fiscal 2019 |
| Income before income taxes ("EBT") | | | | | | | | $ | 407,704 | | | | | | | | | | | (2)
| Referred to as “EBT” in the Company’s STIP. |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2015 Annual Meeting of Stockholders A-2
NON-GAAP NET INCOME AND EARNINGS PER SHARE RECONCILIATION
(in thousands, except per share data):
| | | | | | | | | | | | | | | | | Fiscal 2013
52 Weeks Ended February 1, 2014 | | | As
Reported |
| Gain on Sale
of Asset |
| Golf
Restructuring
Charges |
| Non-GAAP
Total | | Net sales | $ | 6,213,173 |
| $ | — |
| $ | — |
| $ | 6,213,173 |
| (1) | | Cost of goods sold, including occupancy and distribution costs | 4,269,223 |
| — |
| — |
| 4,269,223 |
| | | GROSS PROFIT | 1,943,950 |
| — |
| — |
| 1,943,950 |
| | | Selling, general and administrative expenses | 1,386,315 |
| — |
| (7,881 | ) | 1,378,434 |
| | | Pre-opening expenses | 20,823 |
| — |
| — |
| 20,823 |
| | | INCOME FROM OPERATIONS | 536,812 |
| — |
| 7,881 |
| 544,693 |
| | | Interest expense | 2,929 |
| — |
| — |
| 2,929 |
| | | Other income | (12,224 | ) | 4,342 |
| — |
| (7,882 | ) | | | INCOME BEFORE INCOME TAXES | 546,107 |
| (4,342 | ) | 7,881 |
| 549,646 |
| (2) | | Provision for income taxes | 208,509 |
| — |
| 3,152 |
| 211,661 |
| | | NET INCOME | $ | 337,598 |
| $ | (4,342 | ) | $ | 4,729 |
| $ | 337,985 |
| | | EARNINGS PER COMMON SHARE: | | | | | | | Basic | $ | 2.75 |
| | | $ | 2.75 |
| | | Diluted | $ | 2.69 |
| | | $ | 2.69 |
| | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | Basic | 122,878 |
| | | 122,878 |
| | | Diluted | 125,628 |
| | | 125,628 |
| |
During the first quarter of 2013, the Company determined that it would recover $4.3 million of its investment in JJB Sports, which it had previously fully impaired. There was no related tax expense as the Company reversed a portion of the deferred tax valuation allowance it had previously recorded for net capital loss carryforwards it did not expect to realize at the time its investment in JJB Sports was fully impaired. During the second quarter of 2013, the Company recorded a pre-tax $7.9 million non-cash impairment charge to reduce the carrying value of a Gulfstream G450 corporate aircraft held for sale to its fair market value. The provision for income taxes was calculated at 40%, which approximates the Company's blended tax rate.
| | | | | | | (1)
| Referred to as “Consolidated Sales” in the Company’s short-term incentive program (“STIP”). |
| | | | | | | (2)
| Referred to as “EBT” in the Company’s STIP. | | | | | | | | | | | | | | | | | | Other asset impairments | | | | | | | | 15,253 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Litigation contingency | | | | | | | | (6,411) | | | | | | | | | | | | Hunt restructuring charges | | | | | | | | 57,723 | | | Gain on sale of subsidiaries | | | | | | | | (33,779) | | | Payment of SGI | | | | | | | | 10,007 | | | Adjusted EBT | | | | | | | | $ | 450,497 | | | | | | | | | | |
A-3iv Dick's Sporting Goods, Inc. Proxy Statement and Notice of 20152020 Annual Meeting of Stockholders
NON-GAAP NET INCOME AND EARNINGS PER SHARE RECONCILIATION
(in thousands, except per share data):
| | | | | | | | | | | | | | Fiscal 2012
53 Weeks Ended February 2, 2013 | | | As
Reported |
| Impairment of
Investments |
| Non-GAAP
Total | | Net sales | $ | 5,836,119 |
| $ | — |
| $ | 5,836,119 |
| (1) | | Cost of goods sold, including occupancy and distribution costs | 3,998,956 |
| — |
| 3,998,956 |
| | | GROSS PROFIT | 1,837,163 |
| — |
| 1,837,163 |
| | | Selling, general and administrative expenses | 1,297,413 |
| — |
| 1,297,413 |
| | | Pre-opening expenses | 16,076 |
| — |
| 16,076 |
| | | INCOME FROM OPERATIONS | 523,674 |
| — |
| 523,674 |
| | | Impairment of available-for-sale investments | 32,370 |
| (32,370 | ) | — |
| | | Interest expense | 6,034 |
| — |
| 6,034 |
| | | Other income | (4,555 | ) | — |
| (4,555 | ) | | | INCOME BEFORE INCOME TAXES | 489,825 |
| 32,370 |
| 522,195 |
| (2) | | Provision for income taxes | 199,116 |
| 4,734 |
| 203,850 |
| | | NET INCOME | $ | 290,709 |
| $ | 27,636 |
| $ | 318,345 |
| | | EARNINGS PER COMMON SHARE: | | | | | | Basic | $ | 2.39 |
| | $ | 2.62 |
| | | Diluted | $ | 2.31 |
| | $ | 2.53 |
| | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | Basic | 121,629 |
| | 121,629 |
| | | Diluted | 125,995 |
| | 125,995 |
| |
During the second quarter of 2012, the Company fully impaired its investment in JJB Sports and recorded a pre-tax charge of $32.4 million. The Company recorded a deferred tax asset valuation allowance of approximately $7.9 million for a portion of the $32.4 million net capital loss carryforward that it did not expect to realize at the time of the impairment.
| | (1)
| Referred to as “Consolidated Sales” in the Company’s short-term incentive program (“STIP”). |
| | (2)
| Was further adjusted by adding back $2.966 million to disregard the effect of an asset writedown that was determined to be an unusual item in the period to derive the “EBT” in the Company’s STIP. |
Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2015 Annual Meeting of Stockholders A-4
NON-GAAP NET INCOME AND EARNINGS PER SHARE RECONCILIATION
(in thousands, except per share data):
| | | | | | | | | | | | | | | | | Fiscal 2011
Year Ended January 28, 2012 | | | As
Reported |
| Gain on Sale
of Investment |
| Litigation
Settlement |
| Non-GAAP
Total | | Net sales | $ | 5,211,802 |
| $ | — |
| $ | — |
| $ | 5,211,802 |
| (1) | | Cost of goods sold, including occupancy and distribution costs | 3,616,921 |
| — |
| — |
| 3,616,921 |
| | | GROSS PROFIT | 1,594,881 |
| — |
| — |
| 1,594,881 |
| | | Selling, general and administrative expenses | 1,148,268 |
| — |
| 2,148 |
| 1,150,416 |
| | | Pre-opening expenses | 14,593 |
| — |
| — |
| 14,593 |
| | | INCOME FROM OPERATIONS | 432,020 |
| — |
| (2,148 | ) | 429,872 |
| | | Gain on sale of investment | (13,900 | ) | 13,900 |
| — |
| — |
| | | Interest expense | 13,868 |
| — |
| — |
| 13,868 |
| | | Other expense | 26 |
| — |
| — |
| 26 |
| | | INCOME BEFORE INCOME TAXES | 432,026 |
| (13,900 | ) | (2,148 | ) | 415,978 |
| (2) | | Provision for income taxes | 168,120 |
| (5,162 | ) | (859 | ) | 162,099 |
| | | NET INCOME | $ | 263,906 |
| $ | (8,738 | ) | $ | (1,289 | ) | $ | 253,879 |
| | | EARNINGS PER COMMON SHARE: | | | | | | | Basic | $ | 2.19 |
| | | $ | 2.11 |
| | | Diluted | $ | 2.10 |
| | | $ | 2.02 |
| | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | | | | | | | Basic | 120,232 |
| | | 120,232 |
| | | Diluted | 125,768 |
| | | 125,768 |
| |
During the second quarter of 2011, the Company recorded a pre-tax gain of $13.9 million relating to the sale of available-for-sale securities. During the third quarter of 2011, the Company funded claims submitted by class members of wage and hour class action lawsuits as part of a court approved settlement. The settlement funding was $2.1 million lower than the previous estimate of $10.8 million, recognized in the fourth quarter of 2010. The provision for income taxes for the litigation settlement was calculated at 40%, which approximates the Company's blended tax rate.
| | (1)
| Referred to as “Consolidated Sales” in the Company’s short-term incentive program (“STIP”). |
| | (2)
| Referred to as “EBT” in the Company’s STIP. |
A-5 Dick's Sporting Goods, Inc. Proxy Statement and Notice of 2015 Annual Meeting of Stockholders
Dick’s Sporting Goods, Inc.
345 Court Street
Coraopolis, PA 15108
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