DICKS SPORTING GOODS INC
For the period ended Feb 3, 2024. Filed May 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 3, 2024 · Filed May 2, 2024
Contents
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 CommitteeComprised 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 OfficernReviews 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’s overall performance. The Compensation Committee may also discuss these matters directly with our Executive Chairman and President & Chief Executive Officer.nRecommends to the Board compensation levels and performance targets under our STIP, annual equity incentive awards and any 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 OfficersnResponsible 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 & Purpose Officer | In the compensation-decision making process for our Executive Chairman and President & Chief Executive OfficernWorks with management’s compensation consultant to develop and review benchmarking information.In the compensation-decision making process for our other Named Executive OfficersnWorks 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 & Chief Executive Officer | In the compensation-decision making process for our other Named Executive OfficersnWork with our Chief People & 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 & 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 & Purpose Officer. |
| 2024 PROXY STATEMENT | 41 |
Competitive Market Positioning
In 2023, 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 2023, 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 $110,351, and the aggregate fees for additional services provided to the Company by Willis Towers Watson or its subsidiaries were $171,214. 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 2023 was analyzed using publicly available compensation data for peer group companies and general retail compensation survey data provided by Willis Towers Watson.
As part of its engagement in 2023, Willis Towers Watson conducted 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 2023 compensation recommendations was comprised of the following companies:
| Peer Group Companies | |||
|---|---|---|---|
| Academy Sports & Outdoors, Inc. | Burlington Stores, Inc. | NIKE, Inc. | Tractor Supply Company |
| Advance Auto Parts, Inc. | Dollar Tree, Inc. | Ralph Lauren Corporation | Ulta Beauty Inc. |
| AutoZone, Inc. | Foot Locker, Inc. | Ross Stores, Inc. | VF Corporation |
| BJ’s Wholesale Club Holdings, Inc. | Kohl’s Corporation | The Gap, Inc. | Williams-Sonoma, Inc. |
| 42 | DICK’S SPORTING GOODS, INC. |
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