ROLES AND RESPONSIBILITIES: Primary committee functions include:
■Recommending an overall executive compensation design for the Company
■Discharging the Board’s responsibilities relating to compensation of the officers and directors of the Company
■Reviewing officer compensation recommendations provided by our Executive Chairman, President & CEO, and Chief People and PurposeOfficer
■Monitoring and serving as administrator of our Amended and Restated 2012 Stock and Incentive Plan, and approving annual grants of equity and performance-based awards under the plan to executive officers
| | | | Primary committee functions include: nRecommending an overall executive compensation program design for the Company nDischarging the Board’s responsibilities relating to compensation of the executive officers and directors of the Company nMonitoring and assessing risk with respect to Company compensation policies, programs and practices nReviewing officer compensation recommendations provided by our Executive Chairman, President & CEO, and Chief People and Purpose Officer nMonitoring and serving as administrator of our Amended and Restated 2012 Stock and Incentive Plan, and approving annual grants of equity and performance-based awards under the plan to executive officers |
Compensation Committee Interlocks and Insider Participation The Compensation Committee currently consists of Messrs. Colombo, Fitzgerald, Schorr, Stone and Ms. Ralls-Morrison. None of Messrs. Fitzgerald, Schorr, Stone or Ms. Ralls-Morrison has ever been an officer or employee of ours or any of our subsidiaries. Mr. Colombo served as an officer and employee of the Company in various roles from 1988 until 2011, including serving as Chief Operating Officer and Executive Vice President from 1995 to 1998, President of dsports.com LLC, our then eCommerce subsidiary from 1998 to 2000, President and Chief Operating Officer from 2002 until 2008, and interim Chief Marketing Officer from September 2010 until February 2011. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. | | | | | | 18 | DICK’S Sporting Goods, Inc. |
Meetings and Attendance During fiscal 2021,2022, the Board met eight (8)5 times. Each director attended either in person or via teleconference at least 75% of the aggregate of all Board and applicable committee meetings during fiscal 20212022 for the period in which they served as director. The independent directors conduct regular executive sessions in addition to providing feedback during the course of Board meetings. The Board strongly encourages its continuing members to attend the Annual Meeting of Stockholders. The Company currently expects that all of its directors will be present during the online 20222023 Annual Meeting. All of the then-current members of the Board were in attendance at the 20212022 Annual Meeting of Stockholders, which was held virtually.
Director Development and Engagement The Board has an orientation and onboarding program for new Directors and provides continuing education opportunities for all Directors. | | | | | | | | | | | | | New Director Orientation | The Company’s new director orientation program for new directors (which is also available to current directors) is tailored to the needs of each new Director,director, depending on his or her existing areas of expertise and experience. Materials provided to new Directorsdirectors include information on the Company’s vision and strategic direction, financial matters, principal operating businesses, corporate governance practices, Code of Business Conduct, and other key policies and practices. The onboarding process includes a series of one-on-one meetings with members of senior management and their staff for briefings. New Directorsdirectors are also invited to tour the Company’s lab store where it tests new presentations and showcases inventory for upcoming seasons. | | | | | | | | Continuing Director Education | We provide each board member with a membership to the National Association of Corporate Directors (NACD) where directors may access education programs relevant to their needs or interests. We also cover the cost for any Directordirector who wishes to attend programs and seminars outside of their NACD membership on topics relevant to their service as Directors.directors. From time to time, members of management also present to the Board or itits committees on new developments in areas relevant to the Company. Furthermore, CEOs and other executive leaders from companies with which we have strategic relationships are periodically invited to present to the Board to discuss their company, the industry and their relationship with the Company. We also schedule visits to Company stores so Directorsdirectors can better understand how we run our business. |
Key Areas of Board Oversight Strategic Oversight | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board actively oversees the Company’s long-term business strategy to ensure that we are positioned to fulfill our mission to create an inclusive environment, build leading brands that serve and inspire athletes, deliver shareholder value through growth and relentless improvement, and make a lasting impact on communities through sport. The Board is continuously engagedengages with management on these topics. For example, eacha variety of topics, including as part of the Board and committee meetings. The Company’s independent directors also regularly hold executive sessions without management present to discuss strategy and related results. Each year, the Board: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Holds annual two-day strategy session, including presentations from, and engagement with, senior executives across the Company | | Engages with senior management and emerging leaders of the Company on critical business matters relevant to the Company’s long-term strategy, including key strategic initiatives, competitive and economic trends, technology updates, financial/capital decision making, succession planning and other growth opportunities | | Visits DICK’S Sporting Goods stores for first-hand observations about the Company’s operations | | | | | | | | | | | | | | | |
| | | | | | | | | | 22 | DICK’S SPORTING GOODS, INC. | |
Risk Oversight
Some of the Company’s strategies and goals related to ESG initiatives are addressed in our “Purpose Playbook,” the Company’s Sustainability Report (covering fiscal 2020)2021) which is available in the Investor Relations section of our website at http://investors.dicks.com. Our ESG strategy is aligned with the United Nations Sustainable Development Goals, a set of 17 goals designed to achieve a more sustainable future for all. Our work is guided by an ESG strategy that outlines an agenda covering operations, human capital, product development, supply chain, and community investment. The Sustainability Report is not incorporated by reference into this proxy statement. | | | | | | | | | | | | | | | | LEVELING THE
PLAYING FIELD | CLEARING
HURDLES | RAISING
THE BAR | PROTECTING THE
HOME COURT | | Creating an inclusive, equitable, diverse, and safe workplace where teammates can thrive | Breaking down barriers to ensure that all communities have a chance to play sports, learn, and prosper | Providing athletes with innovative, responsible products | Addressing our environmental footprint as responsible stewards of the planet |
Many of our ESG efforts are managed by a cross-functional team that shapes and drives ESG strategy, tracks key performance indicators, addresses challenges, and manages progress toward the Company’s stated goals covering operations, human capital, product development, supply chain, and community investment.encompassed in the four pillars above. Management presents ESG topics to our Board and its committees during the course of the year. The Governance & Nominating Committee serves as the primary committee assisting the Board in oversight of the Company’s ESG work.work and ESG strategy. | | | | | | | | | OVERSIGHT OF CYBER SECURITY AND DATA PRIVACY |
The Board (and specifically, the Audit Committee) works with Company’s management and the Company’s dedicated Cybersecurity and Privacy teams, as privacy and the security of athlete and teammate data continues to be a company-wide priority, and are critical to the Company’s strategy of being a trusted advisor throughout the athlete and teammate experience. Before reaching the Board and Audit Committee, security and privacy topics are addressed at all levels of the Company, including required teammate training, and executive leadership oversight. The Company’s Cybersecurity and Privacy Teams work in close partnership with multiple internal constituencies to monitor and focus on current and emerging data security and privacy matters across the Company and with third-parties, while implementing and enabling industry-accepted cybersecurity risk management and compliance frameworks and programming. The Company continually invests in skilled personnel, recurring training, processes and procedures, insurance coverages, and numerous technologies to keep pace with current threats, trends, and an ever-evolving legal, regulatory, compliance and risk landscape with respect to cyber security and data privacy. | | | | | | | | | 2024 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Director Compensation
DIRECTOR COMPENSATION Director Compensation Table—20212022 | Name(1) (a) | Fees Earned or Paid in Cash ($)(2) (b) | Stock Awards ($)(3) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Nonqualified Deferred Compensation Earnings($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | | NAME(1)
(a) | | NAME(1)
(a) | FEES
EARNED
OR PAID
IN CASH(2)
($) (b) | STOCK
AWARDS(3)
($) (c) | OPTION AWARDS
($) (d) | NON-EQUITY
INCENTIVE
PLAN COMPENSATION
($) (e) | NONQUALIFIED DEFERRED COMPENSATION EARNINGS
($) (f) | ALL
OTHER COMPENSATION ($) (g) | TOTAL
($) (h) | | Mark J. Barrenechea | Mark J. Barrenechea | | $ | 130,000 | | | $ | 160,046 | | — | | $ | 290,046 | | Mark J. Barrenechea | | $ | 130,000 | | | $ | 160,029 | | — | | $ | 290,029 | | | Emanuel Chirico | Emanuel Chirico | | $ | 90,000 | | | $ | 160,046 | | — | | $ | 250,046 | | Emanuel Chirico | | $ | 90,000 | | | $ | 160,029 | | — | | $ | 250,029 | | | William J. Colombo | William J. Colombo | | $ | 92,500 | | | $ | 160,046 | | — | | $ | 252,546 | | William J. Colombo | | $ | 92,500 | | | $ | 160,029 | | — | | $ | 252,529 | | | Anne Fink | Anne Fink | | $ | 90,000 | | | $ | 160,046 | | — | | $ | 250,046 | | Anne Fink | | $ | 90,000 | | | $ | 160,029 | | — | | $ | 250,029 | | | Larry Fitzgerald, Jr. | Larry Fitzgerald, Jr. | | $ | 92,500 | | | $ | 160,046 | | — | | $ | 252,546 | | Larry Fitzgerald, Jr. | | $ | 92,500 | | | $ | 160,029 | | — | | $ | 252,529 | | | Sandeep Mathrani | Sandeep Mathrani | | $ | 90,000 | | | $ | 160,046 | | — | | $ | 250,046 | | Sandeep Mathrani | | $ | 90,000 | | | $ | 160,029 | | — | | $ | 250,029 | | | Desiree Ralls-Morrison | Desiree Ralls-Morrison | | $ | 92,500 | | | $ | 160,046 | | — | | $ | 252,546 | | Desiree Ralls-Morrison | | $ | 92,500 | | | $ | 160,029 | | — | | $ | 252,529 | | | Lawrence J. Schorr | Lawrence J. Schorr | | $ | 135,000 | | | $ | 160,046 | | — | | $ | 295,046 | | Lawrence J. Schorr | | $ | 135,000 | | | $ | 160,029 | | — | | $ | 295,029 | | | Larry D. Stone | Larry D. Stone | | $ | 117,500 | | | $ | 160,046 | | — | | $ | 277,546 | | Larry D. Stone | | $ | 117,500 | | | $ | 160,029 | | — | | $ | 277,529 | |
(1)Edward W. Stack and Lauren R. Hobart are employees of the Company and do not receive any compensation in connection with their service on the Board. Mr. Stack’s and Ms. Hobart’s 20212022 compensation is reported in the “Summary Compensation Table” and the other compensation tables in this proxy statement. (2)Amounts reflect fees relating to calendar 2021.2022. (3)The values set forth in this column represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (excluding the effect of forfeitures), of the restricted stock award granted to each non-employee director on April 3, 2021. A discussion of the relevant assumptions made in the valuation of these awards may be found in Note 14 (“Stock-Based Compensation”) of the footnotes to the Company’s consolidated financial statements, in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29,June 15, 2022, filed with the SEC on March 23, 2022. The grant date fair value of each award was computed based on the closing price of the Company’s common stock on the last completed market trading day prior to April 3, 2021, which was $79.27June 15, 2022, or $74.71 per share. The number of shares of unvested restricted stock outstanding as of January 29, 202228, 2023 was 9,7596,663 for each director other than Ms. Fink, who had 9,691 shares of unvested restricted stock outstanding, Mr. Fitzgerald, who had 4,6464,803 shares of unvested restricted stock outstanding, and Mr. Mathrani and Ms. Ralls-Morrison, who each had 3,8804,420 shares of unvested restricted stock outstanding.
Understanding Our Director Compensation Table AsIn 2022, as shown below, each non-employee director receivesreceived an annual cash retainer paid quarterly on a prorated basis, and eithera grant of restricted stock following the annual meeting of stockholders. Historically, new non-employee directors also receive an annual grant or appointment grant of restricted stock that vests in equal amounts over a three-year period beginning on the first anniversary date of the grant. To align with the transition to a declassified board, all future annual or appointment grants ofstock. These restricted stock willgrants vest on the sooner to occur of the first anniversary of the date of grant or the next annual meeting of stockholders. Non-employee directors also receive additional cash retainers based on their committee memberships and status as the Lead Director.
 Non-employee directors are reimbursed for expenses incurred by them in connection with the performance of their duties, including attending any meeting,Board and committee meetings and continuing education, are eligible to participate in the Company’s employee discount program, and may receive nominal holiday gifts and product samples from time to time. For 2023, the annual retainer will be $100,000; the Lead Director retainer will be $40,000; and the Audit Committee retainer and the Governance and Nominating Committee retainer will be $20,000 and $10,000, respectively; the annual and appointment equity grant will be valued at $180,000; and the remaining retainer fees will be unchanged. Director Equity Compensation nEquity makes up a meaningful portion of the directors’ overall compensation mix to align interests with stockholders. nBecause all directors are elected for one-year terms as a result of the Board’s declassification, the equity vesting period was changed from three years to one year in 2022. nTo further align director and stockholder interests, we also maintain director stock ownership guidelines equal to five times the value of the annual cash retainer. nAs of the record date for the 2023 Annual Meeting, all directors were in compliance with this requirement. Non-Employee Director Compensation Deferral Plan The Board adopted the Company’s Non-Employee Director Deferral Plan in March 2023, under which our non-employee directors may defer all or a portion of their annual or appointment equity award until the earlier to occur of (1) the date specified by the director, (2) the director’s death or disability or (3) the date the director ceases to serve as a member of the Board. Directors must make any deferral election on or before December 31 of the year preceding the grant of the annual equity award or, in the case equity awards granted in the year of the plan’s adoption or granted to a newly-elected director, within thirty days of the date the director becomes eligible to participate in the plan. Deferral elections for the 2023 annual equity award were made within thirty days of the adoption of the plan. | | | | | | | | | 2022 Proxy Statement26 | 21DICK’S SPORTING GOODS, INC. | |
Executive Compensation
EXECUTIVE COMPENSATION | | | | | | | | ITEM 2 Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers | | | | | | 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. | | | |
As we have done each year since our 2011 Annual Meeting of Stockholders, and as required by Section 14A of the Exchange Act, 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, which is currently undertaken on an annual basis. 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. As discussed within “Compensation Discussion and Analysis,” 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. The 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. The 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 2023 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 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosure.” | | | | | | | | | | 2023 PROXY STATEMENT | | | | | Item 2: | 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, 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, which is currently undertaken on an annual basis. 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.
As discussed within “Compensation Discussion and Analysis,” 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. The 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. The 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 2022 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 2022 Annual Meeting of Stockholders 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 APPROVAL, ON A NON- BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
| | | |
| | | | | | 22 | DICK’S Sporting Goods, Inc.27 |
Executive CompensationEXECUTIVECOMPENSATION
Compensation Discussion and Analysis Performance Highlights In 2022, we delivered the largest sales year in the Company’s history of $12.4 billion dollars. We also achieved earnings before income taxes margin (“EBT margin”) of more than 11% and delivered earnings per diluted share of $10.78 and non-GAAP earnings per diluted share of $12.04. When comparing our performance this year versus pre-COVID pandemic levels in 2019: nSales increased 41% or $3.6 billion dollars; nMerchandise margin increased more than 300 basis points; nEBT margin more than doubled; nEarnings per diluted share more than tripled; and nOur cumulative total shareholder return (“TSR”) is more than double the cumulative TSR of the S&P 500 Specialty Retail Industry Index over 2020 - 2022. Furthermore, we returned nearly $2.4 billion to shareholders over 2021 and 2022 with approximately $1.6 billion of share repurchases and $766 million in dividends. In the first quarter of 2023, we more than doubled our quarterly dividend, which equates to an annualized dividend of $4.00 per share and is more than 3.5 times the annualized dividend paid in 2019. The declaration of future dividends, including the per share amount, are contingent on authorization by our Board of Directors and are dependent upon multiple factors including future earnings, cash flows, financial requirements and other considerations. Named Executive Officers This Compensation Discussion and Analysis describes our executive compensation program, including a discussion of the philosophy and intent of the material elements of the program. The discussion is focused on the following named executive officers for fiscal 2021.2022. | | | | | | | | | | | | | | | | | | | | | | | | | Edward W. Stack
Executive Chairman | Lauren R. Hobart
President & Chief Executive Officer | Navdeep Gupta
Executive Vice President — Chief Financial Officer | Raymond Sliva
Executive Vice President — Stores | Vlad Rak
Executive Vice President — Chief Technology Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | 28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Edward W. Stack
Executive Chairman
| | | | Lauren R. Hobart
President & Chief Executive Officer
| | | | Navdeep Gupta*
Executive Vice President — Chief Financial Officer
| | | | Lee J. Belitsky*
Executive Vice President
| | | | Donald J. Germano*
Executive Vice President — Stores & Supply Chain
| | | | Vlad Rak
Executive Vice President — Chief Technology Officer
| | | | | | | | | | | | | | | | | | | | | | | DICK’S SPORTING GOODS, INC. | |
* Effective October 1, 2021, Mr. Gupta was appointed as the Company’s Executive Vice President – Chief Financial Officer, and Mr. Belitsky, who previously served in that role, continued as Executive Vice President overseeing supply chain, real estate, and GameChanger. Beginning in April 2022, Mr. Germano’s title changed from Executive Vice President – Stores to Executive Vice President – Stores & Supply Chain.
Executive Summary Our Compensation Philosophy | | | | | | | | | | | | | | | | | | | ATTRACT AND RETAIN A TALENTED MANAGEMENT TEAM | | | | BENCHMARK COMPENSATION ELEMENTS | To fulfill the mission and purpose of DICK’S Sporting Goods, we must have an executive management team focused on helping us continue as a leading omni-channel sporting goods retailer in a highly competitive, consumer-driven marketplace. Our executive compensation philosophy and our pay-for-performance principles are designed to attract, motivate, reward and retain. | | | In general, weWe generally set all elements of compensation within a range based on the market median, but we are willing to compensate above market median for leaders who havewith critical skills in key operational areas, demonstrate the agility to lead a variety of different areas of the Company, and/orthat will help us achieve outstanding performance against key financial metrics.performance. | | | | | | | | | LINK PAY TO PERFORMANCE | | | | USE MULTIPLE
TIME HORIZONS | We link a significant portion of executive compensation to Company performance. A substantial majority of our named executive officers’ fiscal 2021 compensation was variable compensation that isperformance, causing it to be “at risk,” with payout being tied directly to achievement of our financial performance. | | performance goals. | Our use of a combination of fixedmultiple performance and variable compensation elements, including performance-based elements and time- vested equity awards, createvesting periods creates an aggregate compensation program that rewardsdrives the achievement of financial, operational and strategic goals over both shorter (one-year)the short and longer (three-year) periods.long term. | | | | | | | | | VARIABLE COMPENSATION DRIVES SPECIFIC STRATEGIC GOALS | | | | CREATE LONG-TERM VALUE
FOR SHAREHOLDERS | Each incentive program is distinct and is typically structured to reward the achievement of specific and pre-determined financial, operational and strategic goals. Our programs are generally designed to provide payment to executives only if actual performance equals or exceeds a threshold performance goalgoals established at the beginning of the performance period. | | | The Compensation Committee believes that our compensation program creates balanced incentives for our named executive officers that encourage them to grow the Company in a disciplined, focused manner with a view toward long-term success and that align the interest of executives with those of stockholders, while avoiding unnecessary risk taking. | | | | | | |
| | | | | | | | | 2022 Proxy Statement | 232023 PROXY STATEMENT | 29 |
Executive CompensationEXECUTIVECOMPENSATION
Compensation Practices We strive to align our executive compensation program with the interests of the Company and our stockholders. The chart below highlights certain pay practices that we utilize and those that we avoid, so as to maintain discipline in our executive compensation program. Pay Practices We Utilizeavoid.
| | | | | | | | | | | | | Pay Practices We Utilize | | Pay Practices We Avoid | nLink pay to performance | We link a significant portion of executive compensation to Company performance. A substantial majority of our named executive officers’ fiscal 2021 compensation was variable compensation tied to our financial performance. | nUse of threshold gate for payouts to occur | The Company generally will not pay out short- or long-term performance-based incentive awards unless the Company achieves a threshold level of earnings before taxes even
if the Company exceeds other pre-established performance goals. This ensures that an acceptable level of stockholder value is generated before any performance-based incentive compensation is paid.
| | nAlignment of performance metrics with Company’s strategy | The variety of performance metrics used in our performance-based incentive programs aligns compensation with successful deployment of the Company’s long-term strategy. | nDividends on unvested restricted stock are subject
to forfeiture | The Company currently pays quarterly dividends. However, all dividends paid on restricted stock (both time and performance based) are accrued and paid only if the underlying restricted stock ultimately vests. | nStock ownership guidelines | Our stock ownership guidelines ensure that our executive officers and directors are financially invested in the Company alongside our stockholders. | No short-sales or hedging andnStrongly discourage restricted pledging transactions nLimited perquisites | Our | nNo employment agreements with our
executive officers and directors are strictly prohibited from engaging in short selling, put, call, or nNo change-in-control agreements nNo tax gross-ups other derivative transactions orthan for relocation benefits nNo repricing underwater stock options nNo short-sales, no hedging or other monetization transactions in our common stock. Executive officers and directors are strongly discouraged from pledging our common stock and require pre-approval to do so. | Limited perquisites | We provide limited perquisites. Executive officers and directors are required to reimburse the Company for personal use of the Company’s aircraft. |
Pay Practices We Avoid
| | | | | | No employment agreements with our executive officers | The Company generally has no employment contracts with its executive officers but on occasion has entered into consulting agreements upon an officer’s departure from the Company. | No change-in-control agreements | The Company does not have change-in-control agreements with any of its executive officers. | No tax gross-ups | Other than for relocation benefits, we do not provide tax gross-ups on compensation or personal benefits. | No 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. |
In addition to maintaining discipline in our executive compensation program, we believe these pay practices create an overall compensation program designed to motivate and reward our teammates, including executive officers, for their performance on a short-term and long-term basis and for taking appropriate business risks. Further, these pay practices help 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.
| | | | | | 24 | DICK’S Sporting Goods, Inc. |
Consideration of 20212022 Say-On-Pay Vote We held an advisory vote at the 20212022 Annual Meeting of Stockholders where we asked our stockholders to approve, on a non-bindingnon-binding advisory basis, the compensation paid to our named executive officers in 2020.2021. The Company received more than 98%99% approval of the votes cast with respect to the 20202021 compensation paid to our named executive officers. In light ofDue to the ten-to-one voting power held by holders of the Class B common stock, the Compensation Committee also considered the voting results solely from the Company’s holders of the Company’s common stock. The Committee took into account the level of stockholder support received, among other factors, in establishing the Company’s 20212022 compensation policies and programs.
| | | | | | | | | | 30 | DICK’S SPORTING GOODS, INC. | |
Principal Elements of Our 20212022 Executive Compensation TheOur pay elements that we utilize are crafted to motivate our executives to drive the Company to developCompany’s development and evolveevolution by offering both short-term and long-term incentive awards, which includeand a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on growth over both the short and long term.
Overall, a considerable portion of the compensation payable to our named executive officers is “pay-at-risk.” The following chart illustrates how base salary, short-term incentive awards, restricted stock and performance shares were allocatedthe allocation of our various pay components for fiscal 2021.2022. | | | | | | | | | | | | | | | | | | | | EXECUTIVE CHAIRMAN | CEO | OTHER NEOS | | | | | | | | | Base Salary | | | | nBase salary provides reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance. | | Short-Term Incentive Program (STIP) | | | | nPayout under the 2022 STIP was based on achievement of Adjusted Non-GAAP EBT goals that were aligned with our annual operating plan. | Annual Equity Awards | Performance Unit Award | nThe performance goals related to our 2022 performance unit award are based on the achievement of total sales (50%) and Adjusted Non-GAAP EBT (50%) in 2022. nNo performance units may be earned unless a threshold level of Adjusted Non-GAAP EBT is achieved regardless of the achievement of total sales goals. nPerformance unit awards cliff vest after three years (subject to achievement of the performance goals). | | | | | Restricted Stock Award | nRestricted stock awards cliff vest after three years and incentivizes retention. | | | | |
For the purposes of the belowabove illustration, the short-term incentive award has been valued at the actual payout amount, the performance share award has been valued at its target amount on the grant date, and the value of equity awards granted in connection with promotions or new hires have been excluded. | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Chairman | CEO | Other NEOs | | | | | | | | | | | | Base Salary | | | | | ■Base salary provides reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance.
| | | | | | | | | | | | | | | | | | Short-Term Incentive Program | | | | | ■Payout under the 2021 STIP was based on achievement of Non-GAAP EBT goals that were aligned with our annual operating plan.
| | | | | | | | | Annual Equity Awards | Performance Share Award | | ■The performance goals related to our 2021 performance share award were based on the achievement of total sales and Non-GAAP EBT in 2021. No performance shares may be earned unless a threshold level of Non-GAAP EBT is achieved regardless of the achievement of total sales goals.
| | | | | | | | | | Restricted Stock Award | | ■Restricted stock awards cliff vest after three years and incentivizes retention.
| | | | |
Executive Compensation
The “Other NEOs” column averages the compensation of only those other named executive officers who served for the entire 2022 fiscal year. Columns may not sum due to rounding.Base Salary The Compensation Committee sets base salaries for named executive officers after examining market data provided by Willis Towers Watson (our independent executive compensation advisor) and comparing against peers from the retail industry. The Compensation Committee considers salary adjustments at its regularly scheduled March meeting with those adjustments becoming effective in April each year.
The base salary for each named executive officer for 2021,2022, as well as the percent change over 2020,2021, is illustrated in the chart below: | | Name | Position During 2021 | 2020 Salary | 2021 Salary | % Change | | | NAME | | NAME | POSITION DURING 2022 | 2021 SALARY | 2022 SALARY | % CHANGE | | Edward W. Stack | Edward W. Stack | Executive Chairman | | $ | 1,100,000 | | | $ | 1,100,000 | | 0.0 | % | Edward W. Stack | Executive Chairman | | $ | 1,100,000 | | | $ | 1,200,000 | | 9.1 | % | Lauren R. Hobart(1) | Lauren R. Hobart(1) | President & Chief Executive Officer | | $ | 800,000 | | | $ | 1,100,000 | | 37.5 | % | Lauren R. Hobart(1) | President & Chief Executive Officer | | $ | 1,100,000 | | | $ | 1,200,000 | | 9.1 | % | Navdeep Gupta(2) | Navdeep Gupta(2) | Executive Vice President — Chief Financial Officer | | $ | 450,000 | | | $ | 575,000 | | 27.8 | % | Navdeep Gupta(2) | Executive Vice President — Chief Financial Officer | | $ | 575,000 | | | $ | 592,250 | | 3.0 | % | Lee J. Belitsky(2) | Executive Vice President | | $ | 775,000 | | | $ | 794,375 | | 2.5 | % | | | Donald J. Germano | Executive Vice President — Stores | | $ | 630,375 | | | $ | 646,134 | | 2.5 | % | | Raymond Sliva(1) | | Raymond Sliva(1) | Executive Vice President — Stores | | N/A | | $ | 675,000 | | N/A | | Vlad Rak | Vlad Rak | Executive Vice President — Chief Technology Officer | | $ | 575,000 | | | $ | 589,375 | | 2.5 | % | Vlad Rak | Executive Vice President — Chief Technology Officer | | $ | 589,375 | | | $ | 625,327 | | 6.1 | % |
(1)The increase in Ms. Hobart’s base salary was in connection with her appointmentMr. Sliva joined the Company as the Company’s President & Chief Executive Officer. (2)Effective October 1, 2021, Mr. Gupta was appointed the Company’sits Executive Vice President – Chief Financial Officer, and Mr. Belitsky, who previously served in that role, continued with the Company as an Executive Vice President overseeing supply chain, real estate, construction, and GameChanger.Stores on January 3, 2023.
Short-Term Performance-Based Incentive Awards Introduction Our short-term incentive program (“STIP”) is an annual cash-based performance incentive award program, typically measured based on metrics established in our annual operating plan and which requires that a threshold level of financial performance be achieved for any payout to occur. The Compensation Committee has discretionary authority in determining the actual STIP payout for each executive, and to exclude certain unusual or non-recurring items from the relevant calculations, in accordance with the terms of our Amended and Restated 2012 Stock and Incentive Plan (the “2012 Plan”). Each executive’s STIP payout is calculated by applying the following formula: | | | | | | | | | | | | | | | | | | | | | | Eligible Earnings | X | Target Payment (% (% of Eligible Earnings) | X | % Attainment | = | Actual STIP Payout |
STIP 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. 20212022 STIP Award Opportunities
Potential payout under the STIP is established at varying performance levels, as a percent of each named executive officer’s earned base salary, referred to as Eligible Earnings. The award opportunities for our named executive officers, other than Mr. Sliva who was not eligible to participate in the 2022 STIP due to the date on which he joined the Company, are illustrated below:in the table below. | | | | Threshold | Target | Maximum | | THRESHOLD | TARGET | MAXIMUM | | Name | Position During 2021 | (as a % of eligible earnings)(1) | | | NAME | | NAME | POSITION DURING 2022 | (AS A % OF ELIGIBLE EARNINGS)(1) | | Edward W. Stack | Edward W. Stack | Executive Chairman | 90 | % | 210 | % | 400 | % | Edward W. Stack | Executive Chairman | 90 | % | 210 | % | 400 | % | | Lauren R. Hobart | Lauren R. Hobart | President & Chief Executive Officer | 75 | % | 150 | % | 300 | % | Lauren R. Hobart | President & Chief Executive Officer | 87.5 | % | 175 | % | 350 | % | Navdeep Gupta(2) | Navdeep Gupta(2) | Executive Vice President — Chief Financial Officer | 56 | % | 70 | % | 140 | % | Navdeep Gupta(2) | Executive Vice President — Chief Financial Officer | 56 | % | 70 | % | 140 | % | | Lee J. Belitsky | Executive Vice President | 60 | % | 75 | % | 150 | % | | | Donald J. Germano | Executive Vice President — Stores | 60 | % | 75 | % | 150 | % | | | Vlad Rak | Vlad Rak | Executive Vice President — Chief Technology Officer | 60 | % | 75 | % | 150 | % | Vlad Rak | Executive Vice President — Chief Technology Officer | 60 | % | 75 | % | 150 | % |
(1)Eligible earnings is equal to base salary earned by the executive during the year. (2)Upon his appointment to Chief Financial Officer, Mr. Gupta’s threshold, target, and maximum payout opportunities were increased from 48%, 60%, and 120%, respectively.
| | | | | | | | | 2632 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
20212022 STIP Performance Goals and Results
We establish performance goals for the STIP at the beginning of each year, and have historically established threshold, target, and maximum payout goals based on adjusted consolidated earnings before taxes ("(“Adjusted Non-GAAP EBT”) because we believe this metric both demonstrates results for our stockholders and can be positively driven by our teammates. In the event that the threshold Non-GAAP EBT goal is not achieved, no incentive payments are awarded under the STIP.. For 2021, Non-GAAP EBT excluded certain items as approved by the Compensation Committee in accordance with the terms of the 2012 Plan. See | | | | | | | | | | | | | | | | | | | | | Financial Metric | | How Calculated | | Rationale | | Adjusted Non-GAAP EBT | | Adjusted consolidated earnings before taxes excludes certain items as approved by the Compensation Committee in accordance with the terms of the 2012 Plan; see Appendix A for the GAAP to non-GAAP reconciliations of EBT to Adjusted Non-GAAP EBT. | | We believe this metric both demonstrates results for our stockholders and can be positively driven by our teammates. |
Attainment of the threshold, target, or maximum Adjusted Non-GAAP EBT goal correlates with a payment under the STIP equaling a percentage of the named executive officer’s base salaryEligible Earnings as described above. The Company uses interpolation to calculate the specific amount of the payout for each named executive officer when actual results fall between the threshold and low target goals and between high target and maximum goals to determinegoals. In the specific amount ofevent that the payout for each named executive officer with respect to the achievement of thethreshold Adjusted Non-GAAP EBT goal betweenis not achieved, no incentive payments are awarded under the various stated levels.STIP. The 20212022 actual Adjusted Non-GAAP EBT achieved and the predetermined goal levels were as follows: | | | | | | | | | | | | | | | | | | | 2021 Performance Goal | Threshold | Target Range | Maximum | Actual | | Low | High | | Non-GAAP EBT* (millions) | $480 | $540 | $600 | $700 | $2,025 | Payout Opportunity
(as % of Target) | 80 | % | 100 | % | 100 | % | 200 | % | | | Executive Chair % Attainment** | | | | | 190 | % | | All Other NEO % Attainment | | | | | 200 | % |
| | | | | | | | | | | | | | | | | TARGET RANGE | | | 2022 PERFORMANCE GOAL | THRESHOLD | LOW | HIGH | MAXIMUM | | | | | | | Adjusted Non-GAAP EBT* (millions) | | | Payout Opportunity (as % of Target) | 80% | 100% | 100% | 200% |
* See Appendix A for GAAP to non-GAAP reconciliations. ** Executive Chair % Attainment is lower than the All Other NEO % Attainment because the Executive Chair’s payout curve varies from the other NEO payout curves as illustrated in the prior table.
20212022 STIP Payouts
The 20212022 STIP payments for our named executive officers, other than Mr. Sliva who was not eligible to participate in the 2022 STIP due to the date on which he joined the Company, are illustrated in the table below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Eligible Earnings(1) | Target Payment (% of Eligible Earnings) | % Attainment (Maximum) | | Actual STIP Payout | | Name | | $ | % Eligible Earnings | | Edward W. Stack | | $ | 1,100,000 | | 210 | % | 190 | % | | | $ | 4,400,000 | | 400 | % | | Lauren R. Hobart | | $ | 1,100,000 | | 150 | % | 200 | % | | | $ | 3,300,000 | | 300 | % | Navdeep Gupta(2) | | $ | 496,711 | | 70 | % | 200 | % | | | $ | 634,057 | | 128 | % | | Lee J. Belitsky | | $ | 790,649 | | 75 | % | 200 | % | | | $ | 1,185,973 | | 150 | % | | Donald J. Germano | | $ | 643,104 | | 75 | % | 200 | % | | | $ | 964,656 | | 150 | % | | Vlad Rak | | $ | 586,611 | | 75 | % | 200 | % | | | $ | 879,916 | | 150 | % |
(1)For 2021, an executive’s eligible earnings were equal to his or her base salary as of the end of the year.
(2)Mr. Gupta’s target payout opportunity was 60% prior to his promotion to Chief Financial Officer, and increased to 70% upon his promotion. His actual STIP payout was prorated taking into account his payout opportunities prior to his promotion to Chief Financial Officer. | | | | | | | | | | | | | | | | | | | | | | | | | | ACTUAL STIP PAYOUT | | NAME | ELIGIBLE EARNINGS | TARGET PAYMENT
(% OF ELIGIBLE
EARNINGS) | ATTAINMENT (%) | | | % ELIGIBLE EARNINGS | | Edward W. Stack | $ | 1,180,769 | | 210 | % | 100 | % | | $ | 2,479,615 | | 210 | % | | Lauren R. Hobart | $ | 1,180,769 | | 175 | % | 100 | % | | $ | 2,066,346 | | 175 | % | | Navdeep Gupta | $ | 588,933 | | 70 | % | 100 | % | | $ | 412,253 | | 70 | % | | Vlad Rak | $ | 618,413 | | 75 | % | 100 | % | | $ | 463,810 | | 75 | % |
| | | | | | | | | 2022 Proxy Statement | 272023 PROXY STATEMENT | 33 |
Executive CompensationEXECUTIVECOMPENSATION
Annual Equity Incentive Awards Introduction Long-term equity compensation is a key element of our executive compensation program. It is used to drive behaviors that lead topromote long-term growth and financial success, ensure balance between short- and long-term performance, align executive and stockholder interests, maintain continuity of executive talent, and create an association between individual pay and the long-term performance of the Company. Equity compensation also reinforces an ownership mentality among executives. Annual equity awards are made to our named executive officers in amounts that take into consideration Company and individual performance, an individual’s ability to grow and add long-term value, share usage, stockholder dilution, and benchmarking information provided by management’s compensation consultant. In 2021,2022, the Compensation Committee used two forms of equity compensation: | | | | | | | | Restricted Stock– designed to reward executives for increases in stockholder value (through our stock price) as well as maintain the continuity of our leadership. | These awards generally vest 100% on the third anniversary of the grant date, which enhances the retentive and motivational value of the awards and balances the value delivered over time. | | | Annual Performance ShareUnit Awards – designed to drive results based upon achievement of certain pre-established performance metrics relating to the fiscal year in which the award was granted. | In 2021, the Company replaced stock options in its annual equity grant with performance share awards.
These awards generally vest 100% on the third anniversary of the grant date, provided the applicable performance goals were achieved for the fiscal year in which the award was granted. |
Our equity awards are subject to forfeitureforfeited if the recipient fails to remain employed through the vesting period. Holders of unvested restricted stock are entitled to vote the underlying shares but holders of performance unit awards are not entitled to vote the underlying shares until the performance units are converted to shares upon vesting. Holders of restricted stock and performance units receive dividend rights, which accrue and are delivered on the vesting date to the extentonly if the holder remains employed by the Company (dividend rights are forfeited if the underlying shares do not vest).Company. Special grants of equity awards may also be authorized by the Compensation Committee for, among other things, new hires and promotions, exceptional performance or retention purposes. 20212022 Annual Equity Incentive Awards
As is its normal practice, the Compensation Committee determined the annual equity grant for each of our named executive officers at its regularly scheduled March 2021 meeting. For the Executive Chairman and the President & CEO, the equity grant was split2022 meeting, with approximately 50% of the total grant value consisting of restricted stock and the remaining 50% awarded in performance share awards. Annual equity awards for the other named executive officers were split with approximately 70% of the total grant value consisting of restricted stock and the remaining 30% awarded in performance share awards.divided as follows: The targets for the performance share awards were established at the time of grant and relate to the Company's adjusted earnings before taxes and total sales during 2021. Furthermore, performance shares may only be earned if the Company's adjusted earnings before taxes is greater than the threshold amount. Adjusted earnings before taxes excludes certain items as pre-approved by the Compensation Committee in accordance with the terms of the 2012 Plan. | | | | | | | | | | RESTRICTED STOCK | PERFORMANCE UNIT AWARDS | | Executive Chairman | 50 | % | 50 | % | | President & CEO | 50 | % | 50 | % | | Other NEOs | 70 | % | 30 | % |
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 named executive officer between 0% to 300% of an officer'sofficer’s target value based on Company and individual performance, individual potential, data provided by Willis Towers Watson,management’s compensation consultant, and the practices of the Retail Peer Group (discussed below). | | | | | | | | | 2834 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
Each of the named executive officers received an annual equity grant, at their target levels.except for Raymond Sliva who was not eligible to receive an annual equity grant due to the date on which he joined the Company. The table below shows the value of the restricted stock and performance sharesunits at the time of grant. | | | | | | | | | | | | | | | | | | | | | | Name | Restricted Stock Grant Date Value | Target Performance Share Grant Date Value | Total Award Grant Date Value | | Edward W. Stack | | $ | 2,500,017 | | | $ | 2,500,017 | | | $ | 5,000,035 | | | Lauren R. Hobart | | $ | 2,500,017 | | | $ | 2,500,017 | | | $ | 5,000,035 | | Navdeep Gupta(1) | | $ | 350,056 | | | $ | 150,058 | | | $ | 500,114 | | | Lee J. Belitsky | | $ | 630,038 | | | $ | 270,073 | | | $ | 900,111 | | | Donald J. Germano | | $ | 630,038 | | | $ | 270,073 | | | $ | 900,111 | | | Vlad Rak | | $ | 630,038 | | | $ | 270,073 | | | $ | 900,111 | |
(1)Mr. Gupta received his $500,000grant and the target value of each officer’s annual equity award prioraward. The performance unit awards shown below when issued were subject to his promotionforfeiture based on failure to EVP-CFO, Upon his promotion, he receivedachieve required performance levels, or partial vesting between 50% and 200% of the value shown below based on performance levels achieved. See “2022 Performance Units Earned” below for a $200,000discussion of the performance levels actually achieved in 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME | TARGET AWARD
VALUE | RESTRICTED STOCK GRANT DATE VALUE | PERFORMANCE UNIT GRANT DATE VALUE | TOTAL AWARD GRANT DATE VALUE(1) | | Edward W. Stack | | $ | 7,500,000 | | | $ | 3,750,056 | | | $ | 3,750,056 | | | $ | 7,500,112 | | | Lauren R. Hobart | | $ | 5,000,000 | | | $ | 2,500,071 | | | $ | 2,500,071 | | | $ | 5,000,142 | | | Navdeep Gupta | | $ | 700,000 | | | $ | 612,581 | | | $ | 262,520 | | | $ | 875,101 | | | Vlad Rak | | $ | 900,000 | | | $ | 787,560 | | | $ | 337,598 | | | $ | 1,125,158 | |
(1)Fractional shares are rounded up when determining the grant date value of restricted stock, 70% of which cliff vests after three years and 30% of which ratably vests over four years. His annual equity target award for an award. 2022 was increased to $700,000. 2021 Performance ShareUnit Goals
The actual number of performance sharesunits earned by the named executive officers is determined by the following formula: | | | | | | | | | | | | | | | | | | | | Target # of SharesUnits | ×X | % Attainment | = | Actual # of 20212022 Performance SharesUnits Earned | | | | | |
The targets for the performance share awards were established at the time of grant and related to the Company'sCompany’s fiscal 2022 total sales and adjusted earnings before taxesAdjusted Non-GAAP EBT. | | | | | | | FINANCIAL METRIC | RATIONALE | Adjusted Non-GAAP EBT (50%) (excludes certain items as pre-approved by the Compensation Committee in accordance with the terms of the 2012 Plan)*. | We believe Adjusted Non-GAAP EBT and total sales deliver results for our stockholders and can be positively driven by our teammates. Threshold level for Adjusted Non-GAAP EBT must be achieved for any performance units to be earned, regardless of total sales results. | | Total sales (50%) |
* See Appendix A for 2021. Furthermore, performance shares may only be earned if the Company's adjusted earnings before taxes is greater than threshold.GAAP to non-GAAP reconciliations of EBT to Adjusted Non-GAAP EBT. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 Performance Goals | Weight | Threshold | Target Range | Maximum | | Low | High | | Adjusted EBT (millions) | 50% | | $ | 480 | | | $ | 540 | | | $ | 600 | | | $ | 700 | | | Total Sales (millions) | 50% | | $ | 9,442 | | | $ | 9,620 | | | $ | 9,778 | | | $ | 10,098 | | Payout Opportunity
(as % of Target) | | | 50% | | 100% | | 100% | | 200% |
20212022 Performance SharesUnits Earned
For 2021,As shown below, the Company’s total sales and adjusted earning before taxesAdjusted Non-GAAP EBT results both exceededfell within the maximumtarget range of the Company’s performance goals.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 PERFORMANCE GOALS | WEIGHT | THRESHOLD | | TARGET RANGE | | MAXIMUM | | LOW | HIGH | | Adjusted Non-GAAP EBT* (millions) | 50 | % | | | | Total Sales (millions) | 50 | % | | | Payout Opportunity (as % of Target) | | | 50% | | 100% | 100% | | 200% |
* See Appendix A for GAAP to non-GAAP reconciliations.
Consequently, the named executive officers earned 200%achieved 100% attainment of the target performance share amounts.unit criteria. The performance shareunit awards will vest on the third anniversary of the grant date. | | Name | Target Shares (#) | Grant Date Value Target | Performance Criteria Payout % | Actual Shares Earned (#) | | | NAME | | NAME | SHARES GRANTED (#) | GRANT DATE VALUE | PERFORMANCE CRITERIA PAYOUT | SHARES EARNED (#) | | Edward W. Stack | Edward W. Stack | 31,538 | | $ | 2,500,017 | | 200% | 63,076 | Edward W. Stack | 37,012 | | | $ | 3,750,056 | | 100 | % | 37,012 | | | Lauren R. Hobart | Lauren R. Hobart | 31,538 | | $ | 2,500,017 | | 200% | 63,076 | Lauren R. Hobart | 24,675 | | | $ | 2,500,071 | | 100 | % | 24,675 | | | Navdeep Gupta | Navdeep Gupta | 1,893 | | $ | 150,058 | | 200% | 3,785 | Navdeep Gupta | 2,591 | | | $ | 262,520 | | 100 | % | 2,591 | | | Lee J. Belitsky | 3,407 | | $ | 270,073 | | 200% | 6,813 | | | Donald J. Germano | 3,407 | | $ | 270,073 | | 200% | 6,813 | | | Vlad Rak | Vlad Rak | 3,407 | | $ | 270,073 | | 200% | 6,813 | Vlad Rak | 3,332 | | | $ | 337,598 | | 100 | % | 3,332 | |
End-of-Year Officer Appointment Raymond Sliva joined the Company on January 3, 2023 as its Executive Vice President - Stores and was not eligible to participate in the 2022 STIP or to receive a 2022 annual equity award. Upon joining the Company, he received a one-time, sign-on cash bonus of $500,000 and a one-time, sign-on restricted stock award with a grant date value of $1,250,000 that vests annually over a three-year period. Summary of 2023 Compensation Decisions Base Salary The 2023 salary for each named executive officer serving at the end of fiscal 2022, as well as the percent change over 2022, is illustrated in the chart below: | | | | | | | | | | | | | | | | | | | | | | NAME | TITLE | 2022 SALARY | 2023 SALARY | % CHANGE | | Edward W. Stack | Executive Chairman | | $ | 1,200,000 | | | $ | 1,200,000 | | 0.0 | % | | Lauren R. Hobart | President & Chief Executive Officer | | $ | 1,200,000 | | | $ | 1,300,000 | | 8.3 | % | | Navdeep Gupta | Executive Vice President — Chief Financial Officer | | $ | 592,250 | | | $ | 700,000 | | 18.2 | % | | Raymond Sliva | Executive Vice President — Stores | | $ | 675,000 | | | $ | 675,000 | | 0.0 | % | | Vlad Rak | Executive Vice President — Chief Technology Officer | | $ | 625,327 | | | $ | 675,000 | | 7.9 | % |
STIP Award Opportunities Potential payout under the 2023 STIP was established at varying performance levels, as a percent of each named executive officer’s earned base salary as illustrated below: | | | | | | | | | | | | | | | | | THRESHOLD | TARGET | MAXIMUM | | NAME | TITLE | (AS A % OF ELIGIBLE EARNINGS)(1) | | Edward W. Stack | Executive Chairman | 90 | % | 210 | % | 400 | % | | Lauren R. Hobart | President & Chief Executive Officer | 87.5 | % | 175 | % | 350 | % | Navdeep Gupta(2) | Executive Vice President — Chief Financial Officer | 60 | % | 75 | % | 150 | % | | Raymond Sliva | Executive Vice President — Stores | 60 | % | 75 | % | 150 | % | | Vlad Rak | Executive Vice President — Chief Technology Officer | 60 | % | 75 | % | 150 | % |
(1)Eligible earnings is equal to base salary earned by the executive during the year. (2)Mr. Gupta’s threshold, target and maximum STIP award opportunities were increased from 56%, 70%, and 140%, respectively. | | | | | | | | | 2022 Proxy Statement36 | 29DICK’S SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
Changes to 2022 Compensation
Base Salary
The 2022 salary for each named executive officer, as well as the percent change over 2021, is illustrated in the chart below:
| | | | | | | | | | | | | | | | | | | | | | Name | Position During 2022 | 2021 Salary | 2022 Salary | % Change | | Edward W. Stack | Executive Chairman | | $ | 1,100,000 | | | $ | 1,200,000 | | 9.1 | % | | Lauren R. Hobart | President & Chief Executive Officer | | $ | 1,100,000 | | | $ | 1,200,000 | | 9.1 | % | | Navdeep Gupta | Executive Vice President — Chief Financial Officer | | $ | 575,000 | | | $ | 592,000 | | 3.0 | % | | Lee J. Belitsky | Executive Vice President | | $ | 794,375 | | | $ | 794,375 | | 0.0 | % | | Donald J. Germano | Executive Vice President — Stores & Supply Chain | | $ | 646,134 | | | $ | 700,000 | | 8.3 | % | | Vlad Rak | Executive Vice President — Chief Technology Officer | | $ | 589,375 | | | $ | 625,327 | | 6.1 | % |
Annual Equity Award The table below shows the target award value and the actual award value at the time of grant made to each of the named executive officers pursuant to the Company'sCompany’s annual equity grant in 2022.2023. | | Name | Target Award Value | Actual Award Value(1) | | | NAME | | NAME | AGGREGATE TARGET AWARD
VALUE | ACTUAL AWARD VALUE(1) | Edward W. Stack(2) | Edward W. Stack(2) | | $ | 7,500,000 | | | $ | 7,500,000 | | Edward W. Stack(2) | | $ | 10,000,000 | | | $ | 10,000,000 | | Lauren R. Hobart | Lauren R. Hobart | | $ | 5,000,000 | | | $ | 5,000,000 | | Lauren R. Hobart | | $ | 7,250,000 | | | $ | 7,250,000 | | Navdeep Gupta | Navdeep Gupta | | $ | 700,000 | | | $ | 875,000 | | Navdeep Gupta | | $ | 900,000 | | | $ | 1,350,000 | | | Donald J. Germano | | $ | 900,000 | | | $ | 900,000 | | | | Raymond Sliva | | Raymond Sliva | | $ | 900,000 | | | $ | 900,000 | | | Vlad Rak | Vlad Rak | | $ | 900,000 | | | $ | 1,125,000 | | Vlad Rak | | $ | 900,000 | | | $ | 1,350,000 | |
(1)Mr. Stack’s and Ms. Hobart’s annual equity award was split evenly between restricted stock and performance units. The equity awards for the other executives were split 70% restricted stock and 30% performance units. (2)Mr. Stack’sThe aggregate target equity award value was increased from $5 million to $7.5 million beginning in 2022.$5,000,000, $7,500,000, and $700,000 for Ms. Hobart and Messrs. Stack and Gupta. Mr. Belitsky Retirement2023 Long Term Incentive Program (LTIP) Award
On March 15, 2022, Lee Belitsky, Executive Vice President overseeingOur named executive officers were granted performance units under the Company's real estate, supply chain, and Gamechanger, communicated his intention to step down from his position effective May 1, 2022. The Company and Mr. Belitsky entered into2023 LTIP (the "2023 LTIP Awards") on April 3, 2023, that vest at the end of a two-year consulting agreement pursuantperiod from the grant date only upon attainment of certain performance goals achieved during the 2023 and 2024 fiscal years (the "2023 LTIP Performance Period"). The total number of shares that may be earned under the 2023 LTIP will be based on the attainment of metrics related to which heaggregate total sales, aggregate adjusted earnings before taxes, and adjusted merchandise margin (collectively, the "2023 LTIP Performance Criteria") during the 2023 LTIP Performance Period. Furthermore, no award will continue serving asbe earned under the 2023 LTIP unless a minimum level of adjusted earnings before taxes is achieved during the 2023 LTIP Performance Period. Calculation of adjusted earnings before taxes excludes certain items approved by the Compensation Committee, including, but not limited to, asset write-downs, charges associated with store closings, and litigation or claim judgments or settlements.
While the 2023 LTIP Performance Criteria are confidential, after reviewing the Company’s representative on the board of an unaffiliated technology company for no additional compensationhistorical performance and may also perform additional services from time to time for fees commensurate with his current base salary. During the termconsideration of the consulting agreement, Mr. Belitsky also may participate in health benefits provided byCompany’s business plan, the Compensation Committee considers the 2023 LTIP Performance Criteria to be challenging but attainable. For an executive officer to earn and receive the 2023 LTIP Award, the executive officer must remain an employee of the Company until the end of the 2023 LTIP vesting period (i.e., April 2025), except in certain specified circumstances set forth in the award agreement. The 2023 LTIP Awards will not vest and all unvested equity awards held by Mr. Belitsky will continuebe forfeited in their entirety based on failure to achieve required performance levels, or, if they do vest, in accordance with their original vesting schedulesthe 2023 LTIP Awards may partially vest between 50% and all vested stock options will remain exercisable through their original expiration dates.200% of the target value based on performance levels achieved. The target value of the 2023 LTIP Awards granted to the Company’s named executive officers are as follows: | | | | | | | | | | NAME | TARGET AWARD VALUE | | Edward W. Stack | | $ | 1,500,000 | | | Lauren R. Hobart | | $ | 2,500,000 | | | Navdeep Gupta | | $ | 1,250,000 | | | Raymond Sliva | | $ | 1,250,000 | | | Vlad Rak | | $ | 1,250,000 | |
| | | | | | | | | 30 | DICK’S Sporting Goods, Inc.2023 PROXY STATEMENT | 37 |
Executive CompensationEXECUTIVECOMPENSATION
Compensation-Setting Process We utilize a combination of objective data along with the Company’s business needs in the compensation decision-making process, and we strive to ensure that our programs are complementary, balance risk, and support both the short- and long-term objectives of the Company. Roles and Responsibilities | | | | | | | | | Board | ■nUpon the recommendation of the Compensation Committee, considers and finalizes all aspects of the compensation of the Executive Chairman and President & Chief Executive Officer in an executive session of independent directors.
| | | Compensation Committee Comprised entirely of “Non-Employee Directors” for purposes of Rule 16b-3 under the Exchange Act | In the compensation-decision making process for our Executive Chairman and President & Chief Executive Officer ■nReviews benchmarking data, the Company’s historical performance against performance targets for incentive compensation awards, the Company’s overall financial performance and our Executive Chairman’s and President & Chief Executive Officer’sOfficer’s overall performance. The Compensation Committee may also discuss these matters directly with our Executive Chairman and President & Chief Executive Officer.Officer.
■nRecommends to the Board compensation levels and performance targets under our STIP, annual equity incentive awards and any long term incentive program (LTIP)LTIP for our Executive Chairman and President & Chief Executive Officer, and also determines whether and to what extent pre-established performance targets have been met.
■nRecommends to the Board all components of our Executive Chairman’s and President & Chief Executive Officer’s compensation, including base salary, STIP, annual equity awards and any LTIP.
In the compensation-decision making process for our other Named Executive Officers ■nResponsible for approving all components of executive compensation as well as for approving performance targets for our STIP, annual equity awards and any LTIP, and determining whether and to what extent any pre-established performance targets have been met.
■nReviews and approves all new and revised executive compensation programs.
| | | | Chief People and Purpose Officer | In the compensation-decision making process for our Executive Chairman and President & Chief Executive Officer ■nWorks with management’s compensation consultant to develop and review benchmarking information.
In the compensation-decision making process for our other Named Executive Officers ■nWorks with our Executive Chairman and President & Chief Executive Officer to develop recommendations for all components of the officer’s compensation, including recommending compensation levels and performance targets under our STIP, annual equity awards, and any LTIP.
■nReviews the recommendations with the Compensation Committee.
| | | | Executive Chairman and President and Chief Executive Officer | In the compensation-decision making process for our other Named Executive Officers ■nWork with our Chief People and Purpose Officer to develop recommendations for all components of an officer’s compensation, including recommending compensation levels and performance targets under our STIP, annual equity awards, and any LTIP.
■nMake recommendations regarding the compensation of our Chief People and Purpose Officer.
■nReview the recommendations with the Compensation Committee.
| | | | Management’s Compensation Consultant | ■nProvides market data, benchmarking research, survey information, peer group advice, and other research relating to executive compensation.
■nWorks directly with our human resources team, including our Chief People and Purpose Officer.
|
| | | | | | | | | 2022 Proxy Statement38 | 31DICK’S SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
Competitive Market Positioning In 2021,2022, management retained Willis Towers Watson as its compensation consultant. All research for executive compensation conducted by Willis 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 2021,2022, 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 were $101,771,$97,855, and the aggregate fees for additional services provided to the Company by Willis Towers Watson or its subsidiaries were $117,187.$89,481. 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. Company management engaged Willis 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 20212022 was analyzed using publicly available compensation data for peer group companies and general retail compensation survey data provided by Willis Towers Watson. Management engagedAs part of its engagement in 2022, Willis Towers Watson in 2021 to conductconducted 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 Peer Group”), was selected based on the following attributes:
■npublicly-held retailers, with an emphasis on specialty retailers;
■nretailers with annual revenues between one-half and two and one-half times the Company’s annual revenue; and
■nretailers with a similar overall business model and/or with which we compete for executive talent.
The Compensation Committee may also include retailers that narrowly miss the quantitative screening criteria but are otherwise strong candidates for inclusion. 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. The Retail Peer Group for 20212022 compensation recommendations was comprised of the following companies: | | | | | | | | | | | | | Peer Group Companies | | | | | Academy Sports & Outdoors, Inc. | Peer Group CompaniesBed, Bath & Beyond, Inc.* |
Gap, Inc. |
Tractor Supply Company | | Advance Auto Parts, Inc. | Big Lots, Inc.* | Kohl’s Corporation | Ulta Beauty Inc. | | AutoZone, Inc. | Burlington Stores, Inc. | Ross Stores, Inc.Ralph Lauren Corporation | VF Corporation | | AutoZone, Inc. | Foot Locker, Inc. | Tractor Supply Company | | Bath & Body Works, Inc.* | Gap,Foot Locker, Inc. | Ulta Beauty Inc. | | Bed, Bath & Beyond, Inc. | Kohl’s Corporation | VF Corporation | | Big Lots, Inc. | MichaelsRoss Stores, Inc.* | Williams-Sonoma, Inc. | | | Ralph Lauren Corporation | | | | | |
* MichaelsBath & Body Works, Inc., Bed Bath & Beyond, Inc. and Big Lots Stores, Inc. waswere removed from the Company’s 20222023 Retail Peer Group since it was no longer publicly-traded and waswere replaced by Academy Sportswith Nike, Inc., Dollar Tree, Inc. and Outdoors,BJ’s Wholesale Club Holdings, Inc. | | | | | | | | | 32 | DICK’S Sporting Goods, Inc.2023 PROXY STATEMENT | 39 |
Executive CompensationEXECUTIVECOMPENSATION
Additional Compensation Practices Stock Ownership Guidelines The Compensation Committee maintains 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.position. The stock ownership guidelines for named executive officers and directors isare shown below as multiples of base salary and annual cash retainer, respectively: | | | | | | | ROLE | | | | | | | | | | | | | | | | | STOCK OWNERSHIP REQUIREMENT | Role | Stock Ownership Requirement | | | | | | | | | | Executive Chairman and President and Chief Executive Officer | 6× | | | | | | | | | | | | | | | | | | | Executive Vice Presidents | 3× | | | | | | | | | | | | | | | | | | | | | | Other Executive Officers | 1× | | | | | | | | | | | | | | | | | | | | | | | Board of Directors | 5× | | | | | | | | | | |
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, are counted towards the ownership requirement. Executive officers and directors have three years from the time they become subject to the guidelines to reachsatisfy the ownership requirements, and complianceguidelines. Executive officers also will have additional time to satisfy the ownership guidelines upon any increase to the ownership requirements. Compliance with these guidelines is reviewed every year based on the record date for the Company’s Annual 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 20222023 Annual Meeting, all named executive officers, except for Raymond Sliva who joined the Company in January 2023, and all directors were in compliance with the stock ownership requirements. | | | | |
Perquisites and Other Personal Benefits Perquisites are not a material component of our executive compensation program. With the exception of limited perquisites available to our Executive Chairman, our executive officers do not receive personal benefits that are not otherwise widely available to employees, except for use of the Company aircraft, as described below. Our Executive Chairman receives certain life and disability insurance and country club and professional service benefits, and certain personal security services.membership benefits. 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” in this proxy statement. 401(k) Retirement Plan Benefits Our Smart Savings 401(k) Plan, established pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), covers all salaried (including named executive officers) and hourly employees after completing one month of service. Participants can defer up to 50% of eligible earnings to the Plan (Highly Compensated Employees, including the named executive officers are capped atPlan. The Company makes 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 Company match, which typically has been paid out at 50% of the first 10% of the participant’s deferral. For 2021, the discretionary matching contribution was approximately 75% of the first 10% of the participant’s deferral. Company matching contributions vest 33.3% per year of service and become fully vested when a participant attains three years of service. Thereafter, all Company contributions are fully vested. Effective January 1, 2022, we amended and restated our Smart Savings 401(k) Plan in order to utilize a design-based safe harbor under the Code. For 2022, the Company will make abi-weekly matching contribution that vests immediately and is equal to 100% of each eligible participant’s tax-deferred contributions up to 4% of the participant’s compensation plus 50% of the eligible participant’s tax-deferred contributions for the next 2% of compensation.
| | | | | | | | | | 40 | DICK’S SPORTING GOODS, INC. | |
Officers’ Supplemental Savings Plan Our 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. 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” and subsequent narrative description. Personal Use of Company Aircraft We permit named executive officers and directors to use the Company’s aircraft for personal use (including their guests who may fly on a space-available basis) only if our Executive Chairman approves the personal use and the named executive officer or director pays the Company the aggregate incremental cost of the flight. Our Executive Chairman 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 Executive Chairman or President & Chief Executive Officer) permits a named executive officer or director to use the Company aircraft for personal use without paying the Company the full aggregate incremental cost of the flight, any unreimbursed amounts will be considered compensation 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 based on Internal Revenue Service guidelines. In fiscal 2021, the Company was reimbursed for the aggregate incremental costs associated with any personal use Executive Physical Program We offer members of the Company’s aircraft by theleadership team, including our named executive officers, an annual physical to optimize their health and directors. | | | | | | 34 | DICK’S Sporting Goods, Inc. |
Executive Compensation
enable their ability to continue providing services to the Company.Written Employment Arrangements We generally do not have employment agreements with our named executive officers but on occasionofficers. However, we have occasionally entered into consulting agreements.agreements after their term as an executive officer has ended. In some instances relating to the negotiation of new hires, we have entered into offer letters with our executive officers, which have provided written assurances of certain elements of compensation for the year in which they join the Company. See “Changes to 2022 Compensation” for a discussion of the arrangement between the Company and Mr. Belitsky regarding the transition from his current role as Executive Vice President to a consultant. Severance and Change-in-Control Agreements We do not have severance or change-in-control agreements with our executive officers although some of our equity awards may contain change-in-control provisions. We have general severance guidelines that apply to a broad base of teammates pursuant to which we offer severance, the amount of which depends on various factors including length of service and position. position, and we may negotiate separation agreements with our teammates depending on the circumstances surrounding the departure. Tax and Accounting Implications Section 162(m) of the Code generally limits the corporate tax deduction for individual compensation over $1 million paid in any taxable year to each of the persons that meet the definition of a covered employee. For fiscal 2021,2022, covered employees include anyone who was a covered employee for any taxable year beginning after December 31, 2016, anyone who held the position of Chief Executive Officer or Chief Financial Officer at any time during the fiscal year and the three most highly compensated employees who acted as executive officers (other than as CEO or CFO) at any time during the fiscal year. The Compensation Committee will continue to take into account the tax and accounting implications (including the tax deductibility of executive compensation) when making compensation decisions, but it reserves its right to continue to make compensation decisions based on other factors it determines to be in the best interests of the Company and its stockholders. | | | | | | | | | 2022 Proxy Statement | 352023 PROXY STATEMENT | 41 |
Executive CompensationEXECUTIVECOMPENSATION
Compensation Tables Summary Compensation Table—2022, 2021, 2020 2019 The following table summarizes the compensation for our named executive officers for the fiscal years ended January 28, 2023, January 29, 2022 and January 30, 2021 and February 1, 2020.2021. | | Year | Salary | Bonus | | Stock
Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | | Total | | | (b) | ($) (c) | ($) (d) | | (S)(1) (e) | ($)(2) (f) | ($)(3) (g) | ($)(4) (h) | ($) (i) | | ($)(5) (j) | | YEAR
(B) | | YEAR
(B) | SALARY ($) (C) | BONUS
($) (D) | STOCK AWARDS(1) ($)(E) | OPTION AWARDS(2) ($)(F) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($)(G) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(4) ($)(H) | ALL OTHER
COMPENSATION
($) (I) | TOTAL(5) ($)(J) | Lauren R. Hobart,
President & Chief Executive Officer(6) | Lauren R. Hobart,
President & Chief Executive Officer(6) | Lauren R. Hobart, President & Chief Executive Officer(6) | | | 2022 | | 2022 | $ | 1,180,769 | | — | | | $ | 5,000,142 | | | — | | | $ | 2,066,346 | | | $ | 165,000 | | | $ | 22,109 | | (7) | $ | 8,434,366 | | | 2021 | 2021 | $ | 1,100,000 | | | — | | | $ | 5,000,035 | | | — | | | $ | 3,300,000 | | | $ | 157,500 | | | $ | 8,470 | | (7) | | $ | 9,566,004 | | 2021 | $ | 1,100,000 | | — | | | $ | 5,000,035 | | | — | | | $ | 3,300,000 | | | $ | 157,500 | | | $ | 8,470 | | | $ | 9,566,004 | | | 2020 | 2020 | $ | 795,192 | | | $ | 2,000,000 | | | $ | 1,259,994 | | | $ | 539,998 | | | — | | | $ | 172,236 | | | $ | 5,692 | | | $ | 4,773,112 | | 2020 | $ | 795,192 | | $ | 2,000,000 | | | $ | 1,259,994 | | | $ | 539,998 | | | — | | | $ | 172,236 | | | $ | 5,692 | | | $ | 4,773,112 | | | 2019 | $ | 771,154 | | | — | | | $ | 3,217,983 | | | $ | 540,003 | | | $ | 2,196,475 | | | $ | 40,707 | | | $ | 4,125 | | | $ | 6,770,447 | | | Navdeep Gupta,
Executive Vice President — Chief Financial Officer | Navdeep Gupta,
Executive Vice President — Chief Financial Officer | Navdeep Gupta, Executive Vice President — Chief Financial Officer | | | 2022 | | 2022 | $ | 588,933 | | — | | | $ | 875,101 | | | — | | | $ | 412,253 | | | $ | 124,456 | | | $ | 21,805 | | (8) | $ | 2,022,548 | | | 2021 | 2021 | $ | 496,711 | | | — | | | $ | 700,100 | | | — | | | $ | 634,057 | | | $ | 157,672 | | | $ | 5,850 | | (8) | | $ | 1,994,390 | | 2021 | $ | 496,711 | | — | | | $ | 700,100 | | | — | | | $ | 634,057 | | | $ | 157,672 | | | $ | 5,850 | | | $ | 1,994,390 | | Lee J. Belitsky,
Executive Vice President (Served as CFO for part of 2021) | | Edward W. Stack, Executive Chairman(6) | | Edward W. Stack, Executive Chairman(6) | | | 2022 | | 2022 | $ | 1,180,769 | | — | | | $ | 7,500,112 | | | — | | | $ | 2,479,615 | | | — | | | $ | 89,106 | | (9) | $ | 11,249,602 | | | 2021 | 2021 | $ | 790,649 | | | — | | | $ | 900,111 | | | — | | | $ | 1,185,973 | | | $ | 87,188 | | | $ | 5,039 | | (8) | | $ | 2,968,960 | | 2021 | $ | 1,100,000 | | — | | | $ | 5,000,035 | | | — | | | $ | 4,400,000 | | | $ | 200,000 | | | $ | 69,253 | | | $ | 10,769,287 | | | 2020 | 2020 | $ | 757,930 | | | $ | 1,162,500 | | | $ | 1,050,003 | | | $ | 450,001 | | | — | | | $ | 110,058 | | | $ | 5,540 | | | | $ | 3,536,032 | | 2020 | $ | 1,100,000 | | $ | 4,400,000 | | | $ | 7,000,003 | | | $ | 2,999,999 | | | — | | | $ | 200,000 | | | $ | 73,806 | | | $ | 15,773,808 | | | 2019 | $ | 683,663 | | | — | | | $ | 2,568,848 | | | $ | 270,002 | | | $ | 1,168,364 | | | $ | 37,932 | | | $ | 4,547 | | | $ | 4,733,355 | | | Edward W. Stack,
Executive Chairman(6) | | Raymond Sliva, Executive Vice President — Stores | | Raymond Sliva, Executive Vice President — Stores | | | 2022 | | 2022 | $ | 49,326 | | $ | 500,000 | | (10) | $ | 1,250,070 | | (11) | — | | | — | | | — | | | $ | — | | | $ | 1,799,396 | | Vlad Rak, Executive Vice President — Chief Technology Officer | | Vlad Rak, Executive Vice President — Chief Technology Officer | | | 2022 | | 2022 | $ | 618,413 | | — | | | $ | 1,125,158 | | | — | | | $ | 463,810 | | | — | | | $ | 15,814 | | (8) | $ | 2,223,195 | | | 2021 | 2021 | $ | 1,100,000 | | | — | | | $ | 5,000,035 | | | — | | | $ | 4,400,000 | | | $ | 200,000 | | | $ | 69,253 | | (9) | | $10,769,287 | 2021 | $ | 586,611 | | — | | | $ | 900,111 | | | — | | | $ | 879,916 | | | — | | | $ | 1,826 | | | $ | 2,368,464 | | | 2020 | 2020 | $ | 1,100,000 | | | $ | 4,400,000 | | | $ | 7,000,003 | | | $ | 2,999,999 | | | — | | | $ | 200,000 | | | $ | 73,806 | | | $ | 15,773,808 | | 2020 | $ | 453,365 | | $ | 1,180,048 | | | $ | 1,124,616 | | | $ | 300,010 | | | — | | | — | | | $ | 172,674 | | | $ | 3,230,713 | | | 2019 | $ | 1,084,615 | | | — | | | $ | 6,500,019 | | | $ | 2,250,010 | | | $ | 4,973,111 | | | $ | 169,621 | | | $ | 70,786 | | | $ | 15,048,162 | | | Donald J. Germano,
Executive Vice President — Stores | | | 2021 | $ | 643,104 | | | — | | | $ | 900,111 | | | — | | | $ | 964,656 | | | — | | | $ | 4,959 | | (8) | | $ | 2,512,830 | | | | 2020 | $ | 627,418 | | | $ | 945,563 | | | $ | 630,005 | | | $ | 269,999 | | | — | | | — | | | $ | 87,694 | | | $ | 2,560,679 | | | | 2019 | $ | 607,848 | | | — | | | $ | 2,254,544 | | | $ | 307,505 | | | $ | 996,863 | | | — | | | $ | 128,524 | | | $ | 4,295,284 | | | Vlad Rak,
Executive Vice President — Chief Technology Officer | | | 2021 | $ | 586,611 | | | — | | | $ | 900,111 | | | — | | | $ | 879,916 | | | — | | | $ | 1,826 | | (10) | | $ | 2,368,464 | | | | 2020 | $ | 453,365 | | | $ | 1,180,048 | | | $ | 1,124,616 | | | $ | 300,010 | | | — | | | — | | | $ | 172,674 | | | $ | 3,230,713 | | |
(1)The values set forth in this column represent the aggregate grant date fair value of time-based restricted stock and, performance-basedfor fiscal years 2020 and 2021, performance-based restricted stock, and in fiscal year 2022, performance units, all computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). EachExcept for Mr. Sliva who joined the Company in January 2023, each named executiveexecutive officer received performance sharesunits in 2021,2022, the value of which in the table above is based on the probable outcome performance criteria as of the grant date, which was April 3, 2021.2022. The value of the annual performance sharesunits granted, assuming the maximum value of the award, would have been $5,000,035$5,000,142 for Ms. Hobart and Mr. Stack; $300,037Hobart; $525,040 for Mr. Gupta; $7,500,112 for Mr. Stack; and $540,067$675,196 for Messrs. Belitsky, Germano, andMr. Rak. See “Annual Equity Incentive Awards” for a discussion of the restricted stock awards and performance shares granted to our named executive officers. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 14 (“Stock-Based Compensation”) 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 29, 202228, 2023 filed with the SEC on March 23, 2022.2023. (2)The 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). The Company did not grant stock options to its named executive officers in 2021.2021 or 2022. (3)Includes STIP payouts for Company performance in fiscal 20212022 and 2019.2021. Under the Company’s 2012 Plan, the relevant performance measures for the annual performance incentive awards were satisfied and thus are reportable in fiscal 20212022 and 2019,2021, as applicable, even though payments, were made in fiscal 2023 and 2022, and 2020, respectively. (4)Represents mandatory Company contributions to the Officers’ Plan. See the “Nonqualified Deferred Compensation Table” and accompanying narrative for more information. (5)Totals may not sum due to rounding. (6)Neither Mr. Stack nor Ms. Hobart receive any compensation from the Company in connection with their service as a member of the Board. (7)All Other Compensation for fiscal 20212022 consisted of $21,006 in matching contributions to the Company’s 401(k) plan and nominal gifts provided by the Company. (8)All Other Compensation for fiscal 2022 consisted of matching contributions to the Company’s 401(k) plan and a company gift.plan. (8)(9)All Other Compensation for fiscal 2021 consisted of matching contributions to the Company’s 401(k) plan.
(9)All Other Compensation for fiscal 20212022 consisted of insurance premiums of $35,326 paid in fiscal 20212022 on three life insurance policies for the benefit of Mr. Stack, the beneficiaries of which are chosen by Mr. Stack; $21,067$21,993 of country club dues; $21,006 in matching contributions to the Company’s 401(k) plan; $5,455 for an annual executive physical; disability insurance premiums of $5,024 for the benefit of Mr. Stack; and $302 of Company discounts provided to certain members of Mr. Stack’s family under the Company’s employee discount program;program.
(10)Represents a one-time cash sign-on bonus upon joining the Company. (11)Represents a one-time equity sign-on bonus upon joining the Company consisting of restricted stock that vests at the rate of one-third per year, with vesting dates of January 3, 2024, January 3, 2025, and matching contributions to the Company’s 401(k) plan. (10)All Other Compensation for fiscal 2021 consisted of matching contributions to the Company’s 401(k) plan and relocation benefits with a corresponding tax gross up.January 3, 2026.
| | | | | | | | | 3642 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
Grants of Plan-Based Awards Table—20212022 The following table sets forth each award granted to a named executive officer in fiscal 20212022 under plans established by the Company. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant
Date
(b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards(3) ($) (l) | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | Lauren R. Hobart | | 4/3/2021 | | | | | 15,769 | 31,538 | 63,076 | | | | | | $ | 2,500,017 | | | 4/3/2021 | | | | | | | | 31,538 | | | | | $ | 2,500,017 | | | $ | 825,000 | | $ | 1,650,000 | | $ | 3,300,000 | | | | | | | | | | | | | Navdeep Gupta | | 4/3/2021 | | | | | 947 | 1,893 | 3,785 | | | | | | $ | 150,058 | | | 4/3/2021 | | | | | | | | 4,416 | | | | | $ | 350,056 | | | 10/3/2021 | | | | | | | | 1,150 | | | | | $ | 139,978 | | | 10/3/2021 | | | | | | | | 493 | | | | | $ | 60,008 | | | $ | 253,623 | | $ | 317,028 | | $ | 634,057 | | | | | | | | | | | | | Lee J. Belitsky | | 4/3/2021 | | | | | 1,704 | 3,407 | 6,813 | | | | | | $ | 270,073 | | | 4/3/2021 | | | | | | | | 7,948 | | | | | $ | 630,038 | | | $ | 474,389 | | $ | 592,987 | | $ | 1,185,973 | | | | | | | | | | | | | Edward W. Stack | | 4/3/2021 | | | | | 15,769 | 31,538 | 63,076 | | | | | | $ | 2,500,017 | | | 4/3/2021 | | | | | | | | 31,538 | | | | | $ | 2,500,017 | | | $ | 990,000 | | $ | 2,310,000 | | $ | 4,400,000 | | | | | | | | | | | | | Donald J. Germano | | 4/3/2021 | | | | | 1,704 | 3,407 | 6,813 | | | | | | $ | 270,073 | | | 4/3/2021 | | | | | | | | 7,948 | | | | | $ | 630,038 | | | $ | 385,862 | | $ | 482,328 | | $ | 964,656 | | | | | | | | | | | | | Vlad Rak | | 4/3/2021 | | | | | 1,704 | 3,407 | 6,813 | | | | | | $ | 270,073 | | | 4/3/2021 | | | | | | | | 7,948 | | | | | $ | 630,038 | | | $ | 351,966 | | $ | 439,958 | | $ | 879,916 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 ($/SH) (K) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(3) ($) (L) | | THRESHOLD ($) (C) | TARGET
($) (D) | MAXIMUM ($) (E) | | THRESHOLD (#) (F) | TARGET (#) (G) | MAXIMUM (#) (H) | | Lauren R. Hobart | | | | | | | | | | | | | 4/3/2022 | | | | | | 12,338 | | 24,675 | | 49,350 | | | | | | $ | 2,500,071 | | | 4/3/2022 | | | | | | | | | 24,675 | | | | $ | 2,500,071 | | | | $ | 1,033,173 | | $ | 2,066,346 | | $ | 4,132,692 | | | | | | | | | | | | Navdeep Gupta | | | | | | | | | | | | | 4/3/2022 | | | | | | 1,296 | | 2,591 | | 5,182 | | | | | | $ | 262,520 | | | 4/3/2022 | | | | | | | | | 6,046 | | | | | $ | 612,581 | | | | $ | 329,802 | | $ | 412,253 | | $ | 824,506 | | | | | | | | | | | | Edward W. Stack | | | | | | | | | | | | | 4/3/2022 | | | | | | 18,506 | | 37,012 | | 74,024 | | | | | | $ | 3,750,056 | | | 4/3/2022 | | | | | | | | | 37,012 | | | | $ | 3,750,056 | | | | $ | 1,062,692 | | $ | 2,479,615 | | $ | 4,723,077 | | | | | | | | | | | | Raymond A. Sliva, Jr. | | | | | | | | | | | | | 1/3/2023 | | | | | | | | | 10,368 | | (4) | | | $ | 1,250,070 | | | | | | | | | | | | | | | | | Vlad Rak | | | | | | | | | | | | | 4/3/2022 | | | | | | 1,666 | | 3,332 | | 6,664 | | | | | | $ | 337,598 | | | 4/3/2022 | | | | | | | | | 7,773 | | | | | $ | 787,560 | | | | $ | 371,048 | | $ | 463,810 | | $ | 927,619 | | | | | | | | | | |
(1)Actual STIP payments based on the Company’s fiscal 20212022 performance are set forth under column (g) of our “Summary Compensation Table”. (2)Represents performance sharesunits issued pursuant to the Company’s annual equity award. Such award has the potential to vest up to 200% based on the level of performance targets achieved. Threshold, Target, and Maximum amounts shown in the table represent 50%, 100% and 200% of the award. On March 15, 2022,21, 2023, the Compensation Committee certified the Company’s performance as meeting the maximumtarget level of performance and determined that 200%100% of the performance shares will vest on April 3, 2024,2025, provided the recipient remains employed by the Company through such date. (3)The grant date fair value calculations are computed in accordance with FASB ASC Topic 718 with respect to the restricted stock awarded to the named executive officers in fiscal 20212022 under the 2012 Plan (disregarding any estimates of forfeitures related to service-based vesting conditions). RestrictedThese stock includesawards include shares that vest with the passage of time and annual performance shares.units. The value of the performance sharesunits are based on the probable outcome of the applicable 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 14 (“Stock-Based Compensation”) 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 29, 202228, 2023 filed with the SEC on March 23, 2022.2023. (4)Represents a one-time equity sign-on bonus upon joining the Company consisting of restricted stock that vests at the rate of one-third per year with vesting dates of January 3, 2024, January 3, 2025, and January 3, 2026. | | | | | | | | | 2022 Proxy Statement | 372023 PROXY STATEMENT | 43 |
Executive CompensationEXECUTIVECOMPENSATION
Outstanding Equity Awards At Fiscal Year End Table—20212022 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 29, 2022.28, 2023. | | | Option Awards | | Stock Awards | | OPTION AWARDS | | STOCK AWARDS | | Name | 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(1) ($) (e) | Option Expiration Date (f) | | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (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 ($) (j) | | | NAME | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE (B) | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE
(C) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) (D) | OPTION EXERCISE PRICE(1) ($) (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) | | Lauren R. Hobart | Lauren R. Hobart | Lauren R. Hobart | | | 32,820 | — | | | — | | | $ | 41.59 | | 4/3/2023 | | | | | 31,250 | — | | | — | | | $ | 43.57 | | 4/3/2024 | | | | | 10,193 | 10,193 | | (2) | — | | | $ | 28.31 | | 4/3/2025 | | | 20,386 | | — | | | — | | $28.31 | | 4/3/2025 | | | | 12,760 | | 25,520 | | (3) | — | | | $ | 32.77 | | 4/3/2026 | | | 25,520 | | 12,760 | | (2) | — | | $32.77 | | 4/3/2026 | | | | 40,166 | | 120,500 | | (4) | — | | | $ | 11.31 | | 3/22/2027 | | | 80,332 | | 80,334 | | (3) | — | | $11.31 | | 3/22/2027 | | | | 32,924 | (5) | $ | 3,726,668 | | | | 74,955 | | (4) | $ | 9,461,570 | | | | | 74,955 | (6) | $ | 8,484,156 | | | | 31,538 | | (5) | $ | 3,981,042 | | | | | 31,538 | (7) | $ | 3,569,786 | | | | 24,675 | | (6) | $ | 3,114,725 | | | | | 70,225 | (8) | $ | 7,948,768 | | | | 63,076 | | (7) | $ | 7,962,083 | | | | | | 63,076 | (9) | | $ | 7,139,572 | | | | | 24,675 | | (12) | | $ | 3,114,725 | | | Navdeep Gupta | Navdeep Gupta | Navdeep Gupta | | | | — | | 2,627 | | (2) | — | | | $ | 28.31 | | 4/3/2025 | | | | 2,627 | | — | | | — | | $28.31 | | 4/3/2025 | | | — | | 7,103 | | (3) | — | | | $ | 32.77 | | 4/3/2026 | | | | — | | 48,631 | | (4) | — | | | $ | 11.31 | | 3/22/2027 | | | | 9,146 | (5) | $ | 1,035,236 | | | | | 31,231 | (6) | $ | 3,535,037 | | | | | 4,416 | (7) | $ | 499,847 | | | | | 1,150 | (10) | $ | 130,169 | | | | | 493 | (11) | $ | 55,803 | | | | | 28,090 | | (8) | $ | 3,179,507 | | | | | | 3,785 | (9) | | $ | 428,424 | | | | Lee J. Belitsky | | | | 15,640 | | — | | | — | | | $ | 41.59 | | 4/3/2023 | | | | 3,551 | | 3,552 | | (2) | — | | $32.77 | | 4/3/2026 | | | | 20,833 | | — | | | — | | | $ | 43.57 | | 4/3/2024 | | | 16,210 | | 32,421 | | (3) | — | | $11.31 | | 3/22/2027 | | | | 22,933 | | 7,645 | | (2) | — | | | $ | 28.31 | | 4/3/2025 | | | 31,231 | | (4) | $ | 3,942,289 | | | | | 12,760 | | 12,760 | | (3) | — | | | $ | 32.77 | | 4/3/2026 | | | 4,416 | | (5) | $ | 557,432 | | | | | 33,472 | | 100,417 | | (4) | — | | | $ | 11.31 | | 3/22/2027 | | | 1,150 | (8) | $ | 145,165 | | | | | 16,462 | | (5) | $ | 1,863,334 | | | | 370 | | (9) | $ | 46,705 | | | | | 62,463 | | (6) | $ | 7,070,187 | | | | 6,046 | | (6) | $ | 763,187 | | | | | 7,948 | | (7) | $ | 899,634 | | | | 3,785 | | (7) | $ | 477,781 | | | | | 70,225 | (8) | $ | 7,948,768 | | | | | | | 6,813 | | (9) | | $ | 771,163 | | | | | 2,591 | | (12) | | $ | 327,062 | | | Edward W. Stack | Edward W. Stack | Edward W. Stack | | | | 97,234 | | — | | | — | | $ | 52.98 | | 4/3/2022 | | | 159,461 | | — | | | — | $41.59 | | 4/3/2023 | | | | 159,461 | | — | | | — | | $ | 41.59 | | 4/3/2023 | | | 151,210 | | — | | | — | $43.57 | | 4/3/2024 | | | | 151,210 | | — | | | — | | $ | 43.57 | | 4/3/2024 | | | 160,600 | | — | | | — | $28.31 | | 4/3/2025 | | | | 120,450 | | 40,150 | | (2) | — | | $ | 28.31 | | 4/3/2025 | | | 157,858 | | 52,620 | | (2) | — | $32.77 | | 4/3/2026 | | | | 105,238 | | 105,240 | | (3) | — | | $ | 32.77 | | 4/3/2026 | | | 479,232 | | 479,234 | | (3) | — | $11.31 | | 3/22/2027 | | | | 239,616 | | 718,850 | | (4) | — | | $ | 11.31 | | 3/22/2027 | | | 416,419 | | (4) | $ | 52,564,570 | | | | | 137,184 | | (5) | $ | 15,527,857 | | | | 31,538 | | (5) | $ | 3,981,042 | | | | | 416,419 | | (6) | $ | 47,134,467 | | | | 37,012 | | (6) | $ | 4,672,025 | | | | | 31,538 | | (7) | $ | 3,569,786 | | | | 63,076 | | (7) | $ | 7,962,083 | | | | | 70,225 | | (8) | $ | 7,948,768 | | | | 37,012 | | (12) | | $ | 4,672,025 | | | 63,076 | | (9) | | $ | 7,139,572 | | | |
| | | | | | | | | 3844 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name | 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(1) ($) (e) | Option Expiration Date (f) | | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (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) | | Donald J. Germano | | 11,045 | — | | | — | | | $ | 35.51 | | 6/3/2024 | | | | | | | | | 12,916 | 4,306 | | (2) | — | | | $ | 28.31 | | 4/3/2025 | | | | | | | | | 8,878 | | 8,878 | | (3) | — | | | $ | 32.77 | | 4/3/2026 | | | | | | | | | 6,403 | | 6,404 | | (12) | — | | | $ | 30.10 | | 7/3/2026 | | | | | | | | | 20,083 | | 60,250 | | (4) | — | | | $ | 11.31 | | 3/22/2027 | | | | | | | | | | | | | | | | | 11,432 | | (5) | $ | 1,293,988 | | | | | | | | | | | | | | | 7,866 | | (13) | $ | 890,353 | | | | | | | | | | | | | | | 37,478 | | (6) | $ | 4,242,135 | | | | | | | | | | | | | | | 7,948 | | (7) | $ | 899,634 | | | | | | | | | | | | | | | 70,225 | | (8) | $ | 7,948,768 | | | | | | | | | | | | | | | | | 6,813 | | (9) | | $ | 771,163 | | | Vlad Rak | | — | | 30,033 | | (14) | — | | | $ | 21.71 | | 5/3/2027 | | | | | | | | | | | | | | | | | | 25,726 | (15) | $ | 2,911,926 | | | | | | | | | | | | | | | 7,948 | (7) | $ | 899,634 | | | | | | | | | | | | | | | 31,210 | (8) | $ | 3,532,660 | | | | | | | | | | | | | | | | | | 6,813 | (9) | | $ | 771,163 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OPTION AWARDS | | STOCK AWARDS | | NAME | 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(1) ($) (E) | OPTION EXPIRATION DATE (F) | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (G) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (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) | | Raymond Sliva | | | | | | | | | | | | | | | | | | | | | | | 10,368 | | (13) | $1,308,753 | | | | | | Vlad Rak | | | | | | | | | | | | | | | — | | 20,022 | | (10) | — | | | $ | 21.71 | | 5/3/2027 | | | | | | | | | | | | | | | | | | 25,726 | | (11) | $ | 3,247,393 | | | | | | | | | | | | | | | 7,948 | | (5) | $ | 1,003,276 | | | | | | | | | | | | | | | 7,773 | (6) | $ | 981,186 | | | | | | | | | | | | | | | 6,813 | (7) | $ | 860,005 | | | | | | | | | | | | | | | | | | 3,332 | | (12) | | $ | 420,598 | |
(1)The Company declared a special cash dividend payable on September 24, 2021. The 2012 Plan requires that the exercise price of outstanding stock options granted under the 2012 Plan be reduced in an amount equal to the per share value of the special dividend. The 2012 Plan does not require an adjustment to the exercise price of outstanding stock options granted under the 2012 Plan due to the Company'sCompany’s payment of a quarterly dividend. The information in this column reflects the adjusted exercise price of each stock option award. (2)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. (3)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.
(4)(3)Stock option vests at the rate of 25% per year, with vesting dates of March 22, 2021, March 22, 2022, March 22, 2023 and March 22, 2024.
(5)Restricted stock award vests 100% on April 3, 2022.
(6)(4)Restricted stock award vests 100% on March 22, 2023.
(7)(5)Restricted stock award vests 100% on April 3, 2024.
(8)On March 16, 2021, the Compensation Committee certified the Company’s performance under our 2019 LTIP as meeting the maximum level of performance and determined that 200% of the performance-based restricted(6)Restricted stock were earned under the 2019 LTIP. This amount represents the maximum number of shares earned under the 2019 LTIP that vestedaward vests 100% on April 3, 2022.2025.
(9)(7)On March 15, 2022, the Compensation Committee certified the Company’s performance as meeting the maximum level of performance under the 2021 annual performance share awards and determined that 200% of the performance shares will vest on April 3, 2024, provided the recipient remains employed by the Company through such date. This amount represents the maximum number of shares of unvested performance shares granted under the 2021 annual equity award.
(10)(8)Restricted stock award vests 100% on October 3, 2024.
(11)(9)Restricted stock award vests at the rate of 25% per year, with vesting dates of October 3, 2022, October 3, 2023, October 3, 2024, and October 3, 2025.
(12)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.
(13)Restricted stock award vests 100% on July 3, 2022.
(14)(10)Stock option vests at the rate of 25% per year, with vesting dates of May 3, 2021, May 3, 2022, May 3, 2023 and May 3, 2024.
(15)(11)Restricted stock award vests 100% on May 3, 2023.
(12)On March 21, 2023, the Compensation Committee certified the Company’s performance as meeting the target level of performance under the 2022 annual performance unit awards and determined that 100% of the performance units will vest on April 3, 2025, provided the recipient remains employed by the Company through such date. This amount represents the target number of shares of unvested performance shares granted under the 2022 annual equity award. (13)Restricted stock award vests at the rate of one-third annually with vesting dates of January 3, 2024, January 3, 2025, and January 3, 2026. | | | | | | | | | 2022 Proxy Statement | 392023 PROXY STATEMENT | 45 |
Executive CompensationEXECUTIVECOMPENSATION
Option Exercises and Stock Vested Table—20212022 The following table sets forth, with respect to our named executive officers, all options that were exercised and restricted stock that vested during fiscal 2021.2022. | | | Option Awards | | Stock Awards | | OPTION AWARDS | | STOCK AWARDS | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (a) | (#) (b) | ($) (c) | | (#) (d) | ($) (e) | | NAME (A) | | 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) | | Lauren R. Hobart | Lauren R. Hobart | 43,079 | | | $ | 1,933,299 | | (1) | | 24,845 | | $ | 1,969,463 | | Lauren R. Hobart | 64,070 | | | $ | 4,329,960 | | (1) | | 103,149 | | | $ | 10,451,057 | | | Navdeep Gupta | Navdeep Gupta | 43,433 | | | $ | 3,842,862 | | (2) | | 6,315 | | $ | 500,590 | | Navdeep Gupta | — | | | $ | — | |
| | 37,359 | | | $ | 3,786,260 | | | Lee J. Belitsky | 99,330 | | | $ | 6,087,631 | | (3) | | 18,634 | | $ | 1,477,117 | | | | Edward W. Stack | Edward W. Stack | — | | | — | |
| | 103,520 | | $ | 8,206,030 | | Edward W. Stack | 97,234 | | | $ | 5,998,365 | | (2) | | 207,409 | | | $ | 21,014,680 | | | Donald J. Germano | 3,681 | | | $ | 382,787 | | (4) | | 10,352 | | | $ | 820,603 | | | | Raymond Sliva | | Raymond Sliva | — | | | $ | — | |
| | — | | | $ | — | | | Vlad Rak | Vlad Rak | 10,011 | | | $ | 1,180,045 | | (5) | | — | | | — | | Vlad Rak | 10,011 | | | $ | 909,382 | | (3) | | 31,210 | | | $ | 3,162,197 | |
(1)Ms. Hobart exercised stock options and sold the underlying shares as follows: stock option for 22,65132,820 shares exercised at $51.02$41.59 per share and stock option for 17,50620,666 shares exercised at $58.48$43.57 per share with all of such shares sold at a weighted-average price of $110.21 per share on May 27, 2021, and sold 30,428 of the shares received upon exercise to cover the option exercise price, fees, and taxes at $99.00 on the same date;August 24, 2022; and stock option for 2,92210,584 shares exercised at $51.02 on May 28, 2021, and sold 2,154 shares received upon exercise to cover the option exercise price, fees, and taxes at $99.19 on the same date. (2)Mr. Gupta exercised stock options and sold the underlying shares as follows: stock option for 3,642 shares exercised at $32.77$43.57 per share, stock option for 5,989 shares exercised at $11.31 per share, stock option for 5,511 shares exercised at $23.40 per share, and stock option for 3,805 shares exercised at $28.31 per share, each sold at $107.15a weighted-average price of $109.79 per share on December 29, 2021. August 25, 2022.
(2)Mr. Gupta alsoStack had the following cash exercises:exercise: stock option for 3,46097,234 shares exercised at $32.77$52.98 per share stock option for 10,221 shares exercised at $11.31 per share, stock option for 6,732 shares exercised at $23.40 per share, and stock option for 4,073 shares exercised at $28.31 per share using the closing stocka market price of $111.83 on December 29, 2021. (3)Mr. Belitsky exercised stock options and sold the underlying shares as follows: stock option for 25,000 shares exercised at $58.48 per share and sold at $79.25$114.67 per share on March 22, 2021; stock option for 24,330 shares exercised at $58.48 per share and sold at $99.50 per share on June 11, 2021; stock option for 30,000 shares exercised at $47.09 per share and sold at $134.75 per share on August 27, 2021; and stock option for 20,000 shares exercised at $47.09 per share and sold at $144.12 per share on September 1, 2021.18, 2022.
(4)Mr. Germano exercised a stock option and sold the underlying shares as follows: stock option for 3,681 shares exercised at $41.01 per share sold at $145.00 per share on September 1, 2021.
(5)(3)Mr. Rak exercised a stock option and sold the underlying shares as follows: stock option for 10,011 shares exercised at $27.21$21.71 per share sold at $145.08a weighted-average price of $112.55 per share on September 1, 2021.December 21, 2022.
Pension Benefits The Company did not have in fiscal 2021,2022, and currently does not have, any plans that provide for payments or other benefits at, following, or in connection with the retirement of our named executive officers, other than tax qualified and/or nonqualified defined contribution plans. Nonqualified Deferred Compensation Table—20212022 The following table sets forth amounts contributed during fiscal 20212022 by our named executive officers under the Company’s defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified. | | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | | (a) | ($) (b)(1) | ($) (c)(2) | ($) (d) | ($) (e) | ($) (f)(3) | | NAME (A) | | 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) | | Lauren R. Hobart | Lauren R. Hobart | | $ | 523,077 | | | $ | 157,500 | | | $ | 175,815 | | | — | | | $ | 3,062,395 | | Lauren R. Hobart | | $ | 848,077 | | | $ | 165,000 | | | $ | (247,717) | | | — | | | $ | 3,985,255 | | | Navdeep Gupta | Navdeep Gupta | | $ | 527,976 | | | $ | 157,672 | | | $ | 257,769 | | | — | | | $ | 1,796,868 | | Navdeep Gupta | | $ | 622,610 | | | $ | 124,456 | | | $ | (181,922) | | | — | | | $ | 2,519,683 | | | Lee J. Belitsky | | $ | 290,625 | | | $ | 87,188 | | | $ | 576,342 | | | — | | | $ | 5,228,973 | | | | Edward W. Stack | Edward W. Stack | | $ | 1,320,000 | | | $ | 200,000 | | | $ | 630,410 | | | $ | (1,940,073) | | | $ | 7,121,509 | | Edward W. Stack | | $ | 23,077 | | | — | | | $ | (207,765) | | | $ | (1,832,581) | | | $ | 5,304,240 | | | Donald J. Germano | | — | | — | | — | | — | | | — | | | Raymond Sliva | | Raymond Sliva | | — | | | — | | | — | | | — | | | — | | | Vlad Rak | Vlad Rak | | — | | — | | — | | — | | | — | Vlad Rak | | — | | | — | | | — | | | — | | | — | |
(1)Amounts set forth in this column (b)(B) reflect amounts deferred and contributed by the named executive officer under the Officers’ Plan, which became effective April 1, 2007. Fiscal 20212022 executive contributions are included in the Summary Compensation Table as (i) 20212022 Salary and/or (ii) 20212022 Non-Equity Incentive Plan Compensation depending on the named executive officer’s deferral election. (2)Amounts set forth in this column (c)(C) are reported in the Summary Compensation Table as Change in Pension Value and Nonqualified Deferred Compensation Earnings. (3)Includes unvested Company contributions.
| | | | | | | | | 4046 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
As previously indicated, earlier, 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'sparticipant’s election of a variety of investment choices. Participants'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. 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. 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. 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 although some of our equity awards may contain change-in-control provisions as described below. 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 28, 2022,27, 2023, the last business day before the end of our 20212022 fiscal year. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings 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 differ from the amounts enumerated below. Severance — We have general severance guidelines that applies to a broad base of teammates pursuant to which offer severance, the amount of which depends on various factors including length of service and position.
Equity Awards — Outstanding equity awards held by our named executive officers as of January 28, 202227, 2023 (the last trading day of fiscal 2021)2022) were issued pursuant to our 2012 Plan. Upon termination of a named executive officer’s “continuous status” as an employee or consultant 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 and (ii) performance-based restricted stock awards and performance unit awards will vest if the performance metrics are met. If the termination of the officer’s continuous status occurs by any reason other than death or total and permanent disability, any time-based and 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.
Regarding performance-based stockawards issued in connection with the 2019 LTIP award2021 performance shares and the 20212022 performance shares,unit award, upon the retirement of a named executive officer (generally defined as a voluntary termination by the officer on or after attainment of age 55
with a minimum of fifteen years of service), the Compensation Committee has the discretion to permit the award to vest on a pro-rated basis as long as the officer has served for a minimum duration during the performance period as specified in the agreement. Upon termination of a named executive officer’s continuous status 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(as defined as having attained at least age 55 with 15 or more years of service,above), as determined by the Plan Administrator (or earlier in each instance upon expiration of the stock options term). "“Continuous status"status” is defined as the absence of any interruption or termination of the employment or service 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.
The Board also may authorize outstanding awards to be assumed or an equivalent award be substituted by the successor corporation in a change in control scenario, 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 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. 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 28, 2022,27, 2023, Ms. Hobart and Messrs. Stack and Belitsky and Ms. HobartGupta were fully vested in the Company’s contributions, while Messrs. Gupta,Sliva and Rak and Germano 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 intentional failure to perform duties as an employee or to comply with any material provision of his or her
| | | | | | | | | | 48 | DICK’S SPORTING GOODS, INC. | |
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 | | | | | | 42 | DICK’S Sporting Goods, Inc. |
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"“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 three life insurance policies covering our Executive Chairman, the beneficiaries of which are chosen by Mr. Stack. Prior to his death, Mr. Stack may receive the cash surrender value of the policy. The Company also pays the premium for a disability insurance policy covering our Executive Chairman. For detail regarding the premiums paid by the Company for fiscal 2021,2022, see footnote 9 of the "Summary“Summary Compensation Table"Table” of this proxy statement. The following table shows the estimated benefits payable to each named executive officer 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 28, 2022.27, 2023. | | | Voluntary Resignation or Termination without Cause | | Involuntary Not For Cause Termination | | Death | Disability | | Retirement | | Change-in-Control | | VOLUNTARY
RESIGNATION OR TERMINATION
WITHOUT CAUSE | INVOLUNTARY NOT FOR CAUSE TERMINATION | DEATH | DISABILITY | RETIREMENT | CHANGE-IN-
CONTROL | | Lauren R. Hobart | Lauren R. Hobart | Lauren R. Hobart | | Officers’ Plan(1) | Officers’ Plan(1) | | $ | 3,062,395 | | (1a) | | $ | 3,062,395 | | (1a) | | $ | 3,062,395 | | (1b) | $ | 3,062,395 | | (1b) | | $ | 3,062,395 | | (1c) | | $ | 3,062,395 | | (1d) | Officers’ Plan(1) | | $ | 3,985,255 | | (1a) | $ | 3,985,255 | | (1a) | $ | 3,985,255 | | (1b) | $ | 3,985,255 | | (1b) | $ | 3,985,255 | | (1c) | $ | 3,985,255 | | (1d) | Stock Options(2) | Stock Options(2) | | — | | | — | | | — | | | — | | | — | | | — | | | Stock Options(2) | | — | | — | | — | | | — | | | — | | — | | Restricted Stock(3) | Restricted Stock(3) | | — | | | — | | | $ | 16,897,626 | | | $ | 16,897,626 | | | — | | | — | | | Restricted Stock(3) | | — | | — | | $ | 17,616,023 | | | $ | 17,616,023 | | | — | | — | | 2019 LTIP(4) | | — | | | — | | | $ | 8,573,770 | | (4a) | $ | 8,573,770 | | (4a) | | — | | | $8,573,770 | (4c) | | 2021 Performance Shares(5) | | — | | | — | | | $ | 7,564,547 | | (5a) | $ | 7,564,547 | | (5a) | | — | | | $7,564,547 | (5c) | | 2021 Performance Shares(4) | | 2021 Performance Shares(4) | | — | | — | | $ | 8,510,056 | | (4a) | $ | 8,510,056 | | (4a) | — | | | $ | 8,510,056 | | (4c) | 2022 Performance Units(5) | | 2022 Performance Units(5) | | — | | — | | $ | 3,150,812 | | (5a) | $ | 3,150,812 | | (5a) | — | | | $ | 3,150,812 | | (5c) | | Navdeep Gupta | Navdeep Gupta | Navdeep Gupta | | Officers’ Plan(1) | Officers’ Plan(1) | | $ | 1,588,103 | | (1a) | | $ | 1,588,103 | | (1a) | | $ | 1,796,868 | | (1b) | $ | 1,796,868 | | (1b) | | $ | 1,588,103 | | (1c) | | $ | 1,796,868 | | (1d) | Officers’ Plan(1) | | $ | 2,519,683 | | (1a) | $ | 2,519,683 | | (1a) | $ | 2,519,683 | | (1b) | $ | 2,519,683 | | (1b) | $ | 2,519,683 | | (1c) | $ | 2,519,683 | | (1d) | Stock Options(2) | Stock Options(2) | | — | | | — | | | — | | | — | | | — | | | — | | | Stock Options(2) | | — | | — | | — | | | — | | | — | | — | | Restricted Stock(3) | Restricted Stock(3) | | — | | | — | | | $ | 5,621,496 | | | $ | 5,621,496 | | | — | | | — | | | Restricted Stock(3) | | — | | — | | $ | 5,817,532 | | | $ | 5,817,532 | | | — | | — | | 2019 LTIP(4) | | — | | | — | | | $ | 3,429,508 | | (4a) | $ | 3,429,508 | | (4a) | | — | | | $ | 3,429,508 | | (4c) | | 2021 Performance Shares(5) | | — | | | — | | | $ | 453,926 | | (5a) | $ | 453,926 | | (5a) | | — | | | $ | 453,926 | | (5c) | | | Lee J. Belitsky | | Officers’ Plan(1) | | $ | 5,228,973 | | (1a) | | $ | 5,228,973 | | (1a) | | $ | 5,228,973 | | (1b) | $ | 5,228,973 | | (1b) | | $ | 5,228,973 | | (1c) | | $ | 5,228,973 | | (1d) | | Stock Options(2) | | — | | | — | | | — | | | — | | | — | | | — | | | | Restricted Stock(3) | | — | | | — | | | $ | 10,539,790 | | | $ | 10,539,790 | | | — | | | — | | | | 2019 LTIP(4) | | — | | | — | | | $ | 8,573,770 | | (4a) | $ | 8,573,770 | | (4a) | | $ | 7,794,348 | | (4b) | | $ | 8,573,770 | | (4c) | | 2021 Performance Shares(5) | | — | | | — | | | $ | 817,066 | | (5a) | $ | 817,066 | | (5a) | | $ | 204,237 | | (5b) | | $ | 817,066 | | (5c) | | 2021 Performance Shares(4) | | 2021 Performance Shares(4) | | — | | — | | $ | 510,663 | | (4a) | $ | 510,663 | | (4a) | — | | $ | 510,663 | | (4c) | 2022 Performance Units(5) | | 2022 Performance Units(5) | | — | | — | | $ | 330,851 | | (5a) | $ | 330,851 | | (5a) | — | | $ | 330,851 | | (5c) | Edward W. Stack(1) | Edward W. Stack(1) | Edward W. Stack(1) | | Officers’ Plan(1) | Officers’ Plan(1) | | $ | 7,121,509 | | (1a) | | $ | 7,121,509 | | (1a) | | $ | 7,121,509 | | (1b) | $ | 7,121,509 | | (1b) | | $ | 7,121,509 | | (1c) | | $ | 7,121,509 | | (1d) | Officers’ Plan(1) | | $ | 5,304,240 | | (1a) | $ | 5,304,240 | | (1a) | $ | 5,304,240 | | (1b) | $ | 5,304,240 | | (1b) | $ | 5,304,240 | | (1c) | $ | 5,304,240 | | (1d) | Stock Options(2) | Stock Options(2) | | — | | | — | | | — | | | — | | | — | | | — | | | Stock Options(2) | | — | | — | | — | | | — | | | — | | — | | Restricted Stock(3) | Restricted Stock(3) | | — | | | — | | | $ | 71,050,228 | | | $ | 71,050,228 | | | — | | | — | | | Restricted Stock(3) | | — | | — | | $ | 65,704,738 | | | $ | 65,704,738 | | | — | | — | | Insurance Benefits(6) | Insurance Benefits(6) | | — | | | — | | | $ | 6,413,407 | | | — | | (6a) | | — | | | — | | | Insurance Benefits(6) | | — | | — | | $ | 6,413,407 | | | $ | — | | (6a) | — | | — | | 2019 LTIP(4) | | — | | | — | | | $ | 8,573,770 | | (4a) | $ | 8,573,770 | | (4a) | | $ | 7,794,348 | | (4b) | | $ | 8,573,770 | | (4c) | | 2021 Performance Shares(5) | | — | | | — | | | $ | 7,564,547 | | (5a) | $ | 7,564,547 | | (5a) | | $ | 1,891,137 | | (5b) | | $ | 7,564,547 | | (5c) | | 2021 Performance Shares(4) | | 2021 Performance Shares(4) | | — | | — | | $ | 8,510,056 | | (4a) | $ | 8,510,056 | | (4a) | $ | 4,964,154 | | (4b) | $ | 8,510,056 | | (4c) | 2022 Performance Units(5) | | 2022 Performance Units(5) | | — | | — | | $ | 4,726,155 | | (5a) | $ | 4,726,155 | | (5a) | $ | 1,181,539 | | (5b) | $ | 4,726,155 | | (5c) |
| | | | | | | | | 2022 Proxy Statement | 432023 PROXY STATEMENT | 49 |
Executive CompensationEXECUTIVECOMPENSATION
| | | Voluntary Resignation or Termination without Cause | | Involuntary Not For Cause Termination | | Death | Disability | | Retirement | | Change-in-Control | | VOLUNTARY
RESIGNATION OR TERMINATION WITHOUT CAUSE | | INVOLUNTARY NOT FOR CAUSE TERMINATION | | DEATH | DISABILITY | RETIREMENT | CHANGE-IN-
CONTROL | | Donald J. Germano | | | Raymond Sliva | | Raymond Sliva | | Officers’ Plan(1) | Officers’ Plan(1) | | — | | | — | | | — | | | — | | | — | | | — | | | Officers’ Plan(1) | | — | | | — | | | — | | | — | | | — | | | — | | | Stock Options(2) | | — | | | — | | | — | | | — | | | — | | | — | | | | Restricted Stock(3) | Restricted Stock(3) | | — | | | — | | | $ | 7,855,785 | | | $ | 7,855,785 | | | — | | | — | | | Restricted Stock(3) | | — | | — | | $ | 1,308,753 | | | $ | 1,308,753 | | | — | | — | | 2019 LTIP(4) | | — | | | — | | | $ | 8,573,770 | | (4a) | $ | 8,573,770 | | (4a) | | — | | | $ | 8,573,770 | | (4c) | | 2021 Performance Shares(5) | | — | | | — | | | $ | 817,066 | | (5a) | $ | 817,066 | | (5a) | | — | | | $ | 817,066 | | (5c) | | | Vlad Rak | Vlad Rak | Vlad Rak | | Officers’ Plan(1) | Officers’ Plan(1) | | — | | | — | | | — | | | — | | | — | | | — | | | Officers’ Plan(1) | | — | | — | | — | | — | | — | | — | | Stock Options(2) | Stock Options(2) | | — | | | — | | | — | | | — | | | — | | | — | | | Stock Options(2) | | — | | — | | — | | — | | — | | — | | Restricted Stock(3) | Restricted Stock(3) | | — | | | — | | | $ | 4,071,882 | | | $ | 4,071,882 | | | — | | | — | | | Restricted Stock(3) | | — | | — | | $ | 5,569,210 | | | $ | 5,569,210 | | | — | | — | | 2019 LTIP(4) | | — | | | — | | | $ | 3,783,510 | | (4a) | $ | 3,783,510 | | (4a) | | — | | | $ | 3,783,510 | | (4c) | | 2021 Performance Shares(5) | | — | | | — | | | $ | 817,066 | | (5a) | $ | 817,066 | | (5a) | | — | | | $ | 817,066 | | (5c) | | 2021 Performance Shares(4) | | 2021 Performance Shares(4) | | — | | — | | $ | 919,193 | | (4a) | $ | 919,193 | | (4a) | — | | $ | 919,193 | | (4c) | 2022 Performance Units(5) | | 2022 Performance Units(5) | | — | | — | | $ | 425,471 | | (5a) | $ | 425,471 | | (5a) | — | | $ | 425,471 | | (5c) |
(1)Represents the participant’s contributions and the Company’s contributions (vested and/or unvested), as described in the applicable footnote. As of January 28, 2022,27, 2023, all Company contributions were vested for each of our named executive officers, other thanMs. Hobart and Messrs. Gupta, Rak,Stack and Mr. Germano.Gupta. For additional information regarding the Officers’ Plan, see the "Nonqualified“Nonqualified Deferred Compensation Table"Table” and accompanying narrative of this proxy statement. (1a)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. (1b)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. (1c)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. (1d)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. (2)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. (3)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. (4)Represents the value of unvested performance-based restricted stockperformance shares granted under the 2019 LTIPon April 3, 2021 (the “2021 Performance Shares”) and accumulated dividends that would become owed to the participant under a particular scenario. (4a)Represents the value of unvested performance-based restricted stock2021 Performance Shares 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 LTIP2021 Performance Share vesting period (i.e., April 3, 2022)2024). (4b) Assuming the Compensation Committee exercises its discretion as described above, represents the value of unvested 2021 Performance Shares 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 and a length of service and age totaling at least 75) and that would vest on a pro-rated basis at the end of the 2021 Performance Share vesting period (i.e., April 3, 2024). (4c)Represents the value of unvested performance-based restricted stock2021 Performance Shares and accumulated dividends that would vest within 30 days of the event. (5) Represents the value of unvested performance units granted on April 3, 2022 (the “2022 Performance Units”) and accumulated dividends that would become owed to the participant under a particular scenario. (5a) Represents the value of unvested 2022 Performance Units 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 2022 Performance Unit vesting period (i.e., April 3, 2025). (5b) Assuming the Compensation Committee exercises its discretion as described above, represents the value of unvested 2022 Performance Units 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) and that would vest on a pro-rated basis at the end of the 2019 LTIP2022 Performance Units vesting period (i.e., April 3, 2022)2025). (4c)(5c)Represents the value of unvested performance-based restricted stock2022 Performance Units and accumulated dividends that would vest within 30 days of the event.
(5)Represents the value of unvested performance shares granted on April 3, 2021 (the “2021 Performance Shares”) and accumulated dividends that would become owed to the participant under a particular scenario.
(5a)Represents the value of unvested 2021 Performance Shares 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 2021 Performance Share vesting period (i.e., April 3, 2024).
(5b)Represents the value of unvested 2021 Performance Shares 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) and that would vest on a pro-rated basis at the end of the 2021 Performance Share vesting period (i.e., April 3, 2024).
(5c)Represents the value of unvested 2021 Performance Shares and accumulated dividends that would vest within 30 days of the event.
(6)Our Executive Chairman is covered by three 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 Executive Chairman had died on January 29, 2022,28, 2023, the beneficiaries under said policies would have received $4,000,000, $2,413,407, and $166,586 under the policies. The Company also pays the premium for a disability insurance policy covering our Executive Chairman which provides up to $10,000 per month coverage. (6a)Does not include the up to $10,000 per month benefit under Mr. Stack’s disability insurance discussed above. | | | | | | | | | 4450 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
Executive CompensationEXECUTIVE COMPENSATION
Compensation Committee Report The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth belowherein with the Company’s management and, based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. The full text of the Compensation Committee’s charter is available on the Investor Relations portion of the Company’s website (http://investors.dicks.com). Respectfully submitted, Members of the Compensation Committee
Larry D. Stone (Chairperson)
William J. Colombo
Larry Fitzgerald, Jr.
Desiree Ralls-Morrison
Lawrence J. Schorr | | | | | | | | | 2022 Proxy Statement | 452023 PROXY STATEMENT | 51 |
Executive CompensationEXECUTIVECOMPENSATION
CEO Pay Ratio We are required by the SEC to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. For 2021:2022: ■nThe annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this proxy statement, was $9,566,004;$8,434,366; and
■nThe median of the annual total compensation of all employees of our Company (excluding our Chief Executive Officer) was $10,495;$10,585; and
■nThe ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 911797 to 1.
To identify the median employee, we first determined our employee population as of the last day of our fiscal year, January 29, 2022.28, 2023. We excluded 5350 associates based in Hong Kong pursuant to the de minimis exemption under SEC regulations. Our adjusted employee population therefore consisted of 17,71718,720 full-time, 30,35032,432 part-time, and 2,6711,572 temporary employees, for a total of 50,73852,724 individuals. These totals do not include individuals that we classify as independent contractors for tax purposes. Next, we reviewed Medicare wages for the adjusted employee population in fiscal 2021,2022, as reported to the Internal Revenue Service on Form W-2, to determine our median employee. We did not annualize wages for teammates that were not employed with the Company for the full year. Our median employee is a part-time Apparel Sales Associate who has worked for the Company since 20202021 and averaged 1613 hours per week in 2021.2022. Once the median employee was identified, we combined all of the elements of the median employee'semployee’s compensation for 2021,2022, including bonuses earned, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in a total annual compensation of $10,495$10,585 for our median employee. DICK’S Sporting Goods relies on part-time and temporary employees to support our stores and distribution centers, particularly during the holiday season. To that end, in addition to the required ratio above, we also provide the following supplemental information regarding the relationship of the annual total compensation of our full-time employees and the annual total compensation of our Chief Executive Officer. If part-time and temporary employees are excluded from the median annual total compensation calculation, the median annual total compensation of the remaining full-time employees is $37,281.$39,906. Our median full-time employee is a Freight Flow LeadStore Sales Leader who has been with the Company for 6 years and averaged 36 hours per week in 2021.3 years. The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median full-time employee was 257211 to 1. The pay ratio included above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC regulations permit companies to adopt a variety of methodologies, apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Consequently, the pay ratio reported by other companies, including those companies in our Retail Peer Group, may not be comparable to the pay ratio reported above. | | | | | | | | | 4652 | DICK’S Sporting Goods, Inc.SPORTING GOODS, INC. | |
2022 Pay Versus Performance The following table and supporting narrative shows the total compensation for our Primary Executive Officers and, on an averaged basis, our other NEOs, for the past three fiscal years as set forth in the Summary Compensation Table, and the “compensation actually paid” to the same group (in each case, as determined under applicable SEC rules), as compared to certain other required metrics. Pay Versus Performance Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | YEAR
(A) | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST PEO (B)($)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR SECOND PEO (B)($)(2) | COMPENSATION ACTUALLY PAID TO FIRST PEO (C)($)(1)(7) | COMPENSATION ACTUALLY PAID TO SECOND PEO (C)($)(2)(7) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (D)($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (E)($)(3)(7) | VALUE OF INITIAL FIXED
$100 INVESTMENT BASED ON: | NET INCOME ($mm)
(H) | ADJUSTED NON-GAAP EARNINGS BEFORE TAXES (I)($mm)(6) | TOTAL SHAREHOLDER RETURN (F)($)(4) | PEER GROUP TOTAL SHAREHOLDER RETURN (G)($)(5) | | 2022 | | — | | | $ | 8,434,366 | | | — | | | $ | 12,575,614 | | | $ | 4,323,685 | | | $ | 8,230,092 | | | $ | 320 | | | $ | 155 | | | $ | 1,043 | | | $ | 1,414 | | | 2021 | | — | | | $ | 9,566,004 | | | — | | | $ | 32,721,261 | | | $ | 4,122,786 | | | $ | 28,328,226 | | | $ | 281 | | | $ | 161 | | | $ | 1,520 | | | $ | 2,025 | | | 2020 | | $ | 15,773,808 | | | — | | | $ | 87,822,841 | | | — | | | $ | 3,525,134 | | | $ | 14,839,647 | | | $ | 157 | | | $ | 121 | | | $ | 530 | | | $ | 733 | |
(1)Reflects total compensation as shown in the Summary Compensation Table for Executive Chairman, Edward W. Stack, who served as our Chief Executive Officer (PEO) in 2020 (Referred to in these footnotes as PEO#1). (2)Reflects total compensation as shown in the Summary Compensation Table for our Chief Executive Officer, Lauren R. Hobart, who served as our Chief Executive Officer (PEO) in 2021 and 2022 (Referred to in these footnotes as PEO#2). (3)Reflects averaged total compensation for: Lee J. Belitsky, Lauren R. Hobart, Vlad Rak, and Donald J. Germano in 2020; Navdeep Gupta, Lee J. Belitsky, Edward W. Stack, Donald J. Germano, and Vlad Rak in 2021; and Navdeep Gupta, Edward W. Stack, Raymond Sliva, and Vlad Rak in 2022, as shown in the Summary Compensation Table for each respective year. (4)Represents the cumulative total shareholder return (“TSR”) of the Company from the end of fiscal 2019 through the end of the 2020, 2021, and 2022 fiscal periods, assuming $100 was invested in the Company’s common stock at the beginning of the measurement period and that all dividends were reinvested. (5)Represents the cumulative TSR of the S&P 500 Specialty Retail Industry Index for the relevant measuring period, assuming $100 was invested in the S&P 500 Specialty Retail Industry Index at the beginning of the measurement period and that all dividends were reinvested. (6)The company selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP (as defined below) to our NEOs for fiscal 2022 to our company’s performance, is adjusted consolidated earnings before taxes, referred to as Adjusted Non-GAAP EBT, a Non-GAAP financial measure. See Appendix A for the GAAP to non-GAAP reconciliations and related information. (7)SEC rules require that certain adjustments, both deductions and additions, be made to the Summary Compensation Table totals to determine “compensation actually paid” (“CAP”) as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is required by SEC rules to be calculated as Summary Compensation Table total compensation with the following required adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | YEAR | SUMMARY
COMPENSATION
TABLE TOTAL ($) | DEDUCTIONS FROM SUMMARY COMPENSATION TABLE TOTAL PAY ($)(1) | ADDITIONS TO SUMMARY COMPENSATION TABLE TOTAL PAY ($)(4) | COMPENSATION
ACTUALLY PAID
($) | Lauren R. Hobart(2), President and Chief Executive Officer (PEO#2) | | 2022 | | $ | 8,434,366 | | | $ | 5,000,142 | | | $ | 9,141,390 | | | $ | 12,575,614 | | | 2021 | | $ | 9,566,004 | | | $ | 5,000,035 | | | $ | 28,155,292 | | | $ | 32,721,261 | | Edward W. Stack(3), Executive Chairman (PEO#1) | | 2020 | | $ | 15,773,808 | | | $ | 10,000,002 | | | $ | 82,049,035 | | | $ | 87,822,841 | | | Average for other Named Executive Officers indicated above | | 2022 | | $ | 4,323,685 | | | $ | 2,687,610 | | | $ | 6,594,017 | | | $ | 8,230,092 | | | 2021 | | $ | 4,122,786 | | | $ | 1,680,094 | | | $ | 25,885,534 | | | $ | 28,328,226 | | | 2020 | | $ | 3,525,134 | | | $ | 1,406,157 | | | $ | 12,720,670 | | | $ | 14,839,647 | |
(1)Reflects the grant date fair values as reported under the “Options Awards” and “Stock Awards” columns of the Summary Compensation Table from the applicable year. (2)Lauren R. Hobart was named President and Chief Executive Officer, and therefore PEO #2, in 2021 and 2022. Her compensation details are included in the average for other Named Executive Officers for 2020. (3)Executive Chairman Edward W. Stack served as Chairman and Chief Executive Officer, and therefore PEO #1, in 2020. His compensation details are included in the average for other Named Executive Officers for 2021 and 2022. (4)The following table sets forth additional adjustments made during each year represented in the Pay Versus Performance Table to arrive at the referenced CAP for the individuals listed therein.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | YEAR | YEAR END FAIR VALUE OF CURRENT YEAR EQUITY AWARDS | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS(4) | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE SAME YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEAR THAT VESTED IN THE YEAR(4) | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION(3) | TOTAL EQUITY AWARD ADJUSTMENTS | Lauren R. Hobart(1), President and Chief Executive Officer (PEO#2) | | 2022 | | $ | 6,229,451 | | | $ | 3,536,215 | | | $ | 0 | | | $ | (1,601,641) | | | $ | 0 | | | $ | 977,365 | | | $ | 9,141,390 | | | 2021 | | $ | 10,709,359 | | | $ | 16,205,968 | | | $ | 0 | | | $ | 1,155,803 | | | $ | 0 | | | $ | 84,162 | | | $ | 28,155,292 | | Edward W. Stack(2), Executive Chairman (PEO#1) | | 2020 | | $ | 71,389,840 | | | $ | 15,148,625 | | | $ | 0 | | | $ | (4,815,279) | | | $ | 0 | | | $ | 325,849 | | | $ | 82,049,035 | | | Average for other Named Executive Officers indicated above | | 2022 | | $ | 2,959,021 | | | $ | 4,391,754 | | | $ | 0 | | | $ | (1,407,544) | | | $ | 0 | | | $ | 650,786 | | | $ | 6,594,017 | | | 2021 | | $ | 3,367,199 | | | $ | 20,904,721 | | | $ | 0 | | | $ | 1,519,563 | | | $ | 0 | | | $ | 94,051 | | | $ | 25,885,534 | | | 2020 | | $ | 8,731,594 | | | $ | 4,818,032 | | | $ | 0 | | | $ | (884,462) | | | $ | 0 | | | $ | 55,506 | | | $ | 12,720,670 | |
(1)Lauren R. Hobart was named President and Chief Executive Officer and therefore PEO #2 in 2021. Her compensation details are included in the average for other Named Executive Officers for 2020. (2)Executive Chairman Edward W. Stack served as Chairman and Chief Executive Officer, and therefore PEO #1, in 2020. His compensation details are included in the average for other Named Executive Officers for 2021 and 2022. (3)Represents dividends paid on equity awards vesting during the period, which were accrued during the vesting period of the award. (4)Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock awards and units are valued based upon the stock price on the relevant measurement date, but are also adjusted to reflect a payout factor for their performance conditions, consistent with assumptions used for ASC 718 purposes. Stock options are valued using a Black Scholes model as at the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 14 (“Stock-Based Compensation”) 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 28, 2023 filed with the SEC on March 23, 2023. | | | | | | | | | | 54 | DICK’S SPORTING GOODS, INC. | |
Compensation Actually Paid Versus Company Performance Below are charts that provide a clear, visual depiction showing the relationship of CAP to our PEO#1, PEO#2 and other named executive officers in 2020, 2021 and 2022 to (1) TSR of both Dick’s Sporting Goods and the S&P 500 Specialty Retail Industry Index, (2) Dick’s Sporting Goods net income and (3) Adjusted Non-GAAP EBT. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. Compensation Actually Paid versus TSR 2020 - 2022 Compensation Actually Paid versus Net Income and Adjusted Non-GAAP EBT 2020 - 2022
Tabular List of Most Important Measures The following table lists the measures we believe are most important in linking compensation actually paid to company performance during 2022. | | | | Adjusted Non-GAAP EBT | | Total Sales |
Only two measures are identified because only two financial performance measures, per the definition set forth by the SEC, are currently used in the Company’s executive compensation program. Further details on these measures and how they feature in our compensation plans can be found in our Compensation Discussion & Analysis. | | | | | | | | | | 56 | Item 3: | Ratification of Independent Registered Public Accounting FirmDICK’S SPORTING GOODS, INC. | |
| | | | ITEM 3: Non-Binding Advisory Vote on Whether an Advisory Vote on Compensation of Named Executive Officers Should be Held Every One, Two, or Three years | | | The Board unanimously recommends a vote “FOR” the option of every “ONE YEAR” as the preferred frequency for a non-binding advisory vote on compensation of our named executive officers. | |
Pursuant to Section 14A of the Exchange Act, stockholders must be given the opportunity at least once every six years to vote, on a non-binding and advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers (the “Say on Pay Frequency”) as disclosed in accordance with the rules promulgated by the SEC. The last such Say on Pay Frequency vote was held at our 2017 Annual Meeting of Stockholders, where we recommended, and our stockholders voted in favor of, an annual vote on the compensation of our named executive officers on a non-binding, advisory basis. With respect to this Item 3, stockholders may indicate whether they prefer that we conduct future advisory votes on compensation of our named executive officers once every one, two or three years or abstain from casting a vote on this proposal. The Board continues to believe that an annual advisory vote on compensation of our named executive officers allows our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Company recognizes that stockholders may have different views as to the best approach for the Company. The option that receives the greatest number of votes cast will be considered the approved option. This vote is advisory and not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when considering the frequency of future advisory votes on compensation of our named executive officers. The Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on compensation of named executive officers more or less frequently than the frequency approved by the stockholders. Stockholders are not voting to approve or disapprove the Board’s recommendation as to this Item 3, but instead may cast a vote on the preferred voting frequency by selecting the option of every one year, two years, or three years, or they may abstain when voting in response to this Item 3.
| | | | ITEM 4: Ratification of Independent Registered Public Accounting Firm | | | The Board unanimously recommends a vote “FOR” ratification of the appointment of Deloitte & Touche LLP has served as ourthe Company’s independent registered public accounting firm since 1998. For fiscal 2021, D&T rendered professional services in connection with the audit of our financial statements, including review of quarterly reports and other filings with the SEC, and also provided tax and other services. D&T is knowledgeable about our operations and accounting practices and well qualified to act as our independent registered public accounting firm, and the Audit Committee has appointed D&T as such for fiscal 2022.2023. Representatives of D&T will be present during the online
| |
Deloitte & Touche LLP (“D&T”) has served as our independent registered public accounting firm since 1998. For fiscal 2022, D&T rendered professional services in connection with the audit of our financial statements, including review of quarterly reports and other filings with the SEC, and also provided tax and other services. D&T is knowledgeable about our operations and accounting practices and well qualified to act as our independent registered public accounting firm, and the Audit Committee has appointed D&T as such for fiscal 2023. Representatives of D&T will be present during the online 2023 Annual Meeting of Stockholders to respond to questions and make statements as they desire. | |
