Ken Hicks
Academy Sports & OutdoorsAbout Ken C. Hicks
Ken C. Hicks (age 72) is Chairman of the Board at Academy Sports and Outdoors, Inc. (ASO), serving on the Board since June 2020 and as Chairman since June 2020; he transitioned from Executive Chairman to non‑employee Chairman effective June 1, 2024 . He is not an independent director due to his prior service as an officer of the company . Hicks is a West Point graduate and holds an MBA with highest distinction from Harvard Business School, and brings nearly 40 years of retail leadership experience including CEO roles at Academy and PetSmart .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Academy Sports + Outdoors | President & CEO; Board of Managers of New Academy Holding Co., LLC | CEO: May 2018–June 2023; Board of Managers: May 2017–June 2020 | Led retail strategy, operations, merchandising and customer experience; selected for accounting/finance, strategic planning, merchandising, governance, store operations, digital/eCommerce skills . |
| Foot Locker | Executive Chairman; Chairman, President & CEO; President & CEO | Executive Chairman: Dec 2014–May 2015; Chairman/CEO: Feb 2010–Nov 2014; President & CEO: Aug 2009–Feb 2010 | Extensive retail leadership and value creation track record noted by ASO Board . |
| J.C. Penney, Payless ShoeSource, HSN, May Co., McKinsey & Co. | Senior leadership roles | Various years | Broad merchandising, operations, marketing and strategy expertise contributing to Board skill set . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSmart | President & CEO; Board of Directors | Since Oct 2024 | Ongoing executive role; reinforces store operations and merchandising expertise relevant to ASO . |
| Avery Dennison | Director (Compensation Committee) | Jul 2007–Oct 2024 | Compensation committee experience; ended Oct 2024 . |
| Whole Foods Market | Director (Compensation Committee) | May 2017–Aug 2017 | Compensation oversight experience . |
| Foot Locker | Director/Chairman/Executive Chairman | Dec 2014–May 2015; additional chair roles 2010–2014 | Deep retail governance and strategy exposure . |
| J.C. Penney | Director | Mar 2008–Jul 2009 | Retail governance experience . |
Board Governance
- Independence: Hicks is not independent due to prior officer service; ASO maintains a Lead Independent Director (Tom Nealon) to counterbalance, with defined authority for agendas, information flow, investor engagement, and executive sessions .
- Leadership structure: Roles of Chairman and CEO are separated; Hicks is Chairman; CEO is Steve Lawrence .
- Committees: Hicks is not listed as a member of Audit, Compensation, or Nominating & Governance committees (all comprised solely of independent directors) .
- Attendance: In 2024, the Board met 6 times; Audit 5; Compensation 4; Governance 4; all incumbent directors attended at least 75% of meetings and all ten then‑serving directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met separately at least twice in 2024; Lead Director presides .
Fixed Compensation
| Year | Role | Base Salary ($) | Cash Director Retainer Policy ($) | Chair Retainer Policy ($) | Stock Awards ($) | Options ($) | Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| 2024 | Executive Chairman → Non‑employee Chairman | 228,846 | 100,000 (policy) | 75,000 (policy; Chair from 2024) | 270,240 (5,218 RSUs; 6/14/2024 grant) | — | — (not eligible in 2024) | 147,140 | 646,226 |
Notes:
- As Executive Chairman for part of 2024, Hicks did not receive separate director compensation; starting June 1, 2024 he began receiving non‑employee director cash/equity per policy .
- Non‑employee director equity policy: annual RSU grant valued at $160,000; for Chairman commencing 2024, annualized grant value $285,000; vests 100% on the first anniversary or the day before the next annual meeting (or death/Disability/Change of Control) .
Performance Compensation
| Item | Detail |
|---|---|
| 2024 Executive Annual Incentive Eligibility | Hicks was not eligible for an annual cash incentive in 2024 given the planned transition to non‑employee Chairman . |
| 2024 Executive Long‑Term Incentive Structure | Program eliminated options; 50% performance RSUs and 50% time‑based RSUs; performance RSUs measured on 3‑year cumulative Adjusted Pre‑Tax Net Income (~75%) and ROIC (~25%) for fiscal 2024–2026 . |
| Hicks 2024 Executive LTI | Did not participate; instead received non‑employee Chairman RSU grant (5,218 RSUs; $270,240) per director policy . |
Change‑of‑Control/Severance Mechanics (equity only):
- For 2023+ grants, target performance RSUs deemed earned upon Change of Control; time RSUs fully accelerate upon qualifying termination within 24 months post‑CoC; Hicks’s transition to non‑employee Chairman is deemed continuous service for vesting of prior awards .
Other Directorships & Interlocks
| Company | Overlap Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| PetSmart (current CEO) | Concurrent executive role | ASO overboarding policy limits directors who are executive officers to 2 public boards; Hicks had exited Avery Dennison by Oct 2024 and currently serves on no other public boards, consistent with policy; no related party transactions disclosed . |
| Avery Dennison (former) | Past supplier‑adjacent director role | No related party transactions disclosed since beginning of 2024 . |
| Whole Foods, Foot Locker, J.C. Penney (former) | Prior retail boards | Historical governance/comp expertise; no current ASO‑related transactions disclosed . |
Expertise & Qualifications
- Strategic planning, merchandising, corporate governance, store operations, and digital/eCommerce identified as Hicks’s key skills by ASO .
- Military leadership foundation (USMA) and top-tier business training (HBS); extensive CEO/Chair experience in retail with proven growth/value creation track record .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 1,769,228 shares |
| Ownership as % of shares outstanding | 2.61% |
| RSUs outstanding (time‑based and earned PBRSUs) | 14,936 TBRSUs ($781,302); 19,329 TBRSUs ($1,011,100); 5,218 TBRSUs (Chairman grant; $272,954) as of 2/1/2025 . |
| Performance RSUs (unearned) | 4,047 (2022 PBRSUs unearned); 57,986 (2023 PBRSUs unearned; $3,033,248 valuation) . |
| Options outstanding | Multiple tranches exercisable/unexercisable; examples include 275,494 exercisable (3/31/2021), 218,451 exercisable and 89,964 unexercisable (3/30/2022), 20,882 exercisable and 41,764 unexercisable (3/21/2023) . |
| 2024 stock awards vested | 39,877 shares; $2,355,565 value realized . |
| Hedging/pledging | Prohibited for directors/executives under ASO Insider Trading Policy . |
Director Stock Ownership Guidelines
- Non‑employee directors must hold stock valued at 3x the annual cash retainer; compliance period of 5 years; counts common stock, certain RSUs, and earned PBRSUs; no mention of individual shortfall—ASO states all non‑employee directors are either compliant or within the prescribed timeline .
Say‑on‑Pay & Shareholder Feedback
- 2024 SOP (for 2023 program) approval exceeded 98% of votes cast; no program changes were made as a result .
- Off‑season shareholder engagement (fall 2024) led to Board proposals to declassify the Board by 2028 and remove supermajority voting provisions, demonstrating responsiveness .
Governance Assessment
-
Strengths:
- Separation of Chair/CEO with robust Lead Independent Director mandate for agendas, information flow, executive sessions, and investor engagement—mitigates non‑independence of Chair .
- High ownership alignment: Hicks beneficially owns ~2.61% of outstanding shares; 2024 vesting activity indicates significant equity exposure .
- No related‑party transactions reported since the beginning of 2024; strong insider policy prohibiting hedging/pledging reduces alignment risks .
- Board/committee independence preserved (all committees independent; Hicks not on committees); attendance and engagement standards met .
- Shareholder engagement produced structural governance improvements (declassification, removal of supermajority thresholds) .
-
Watch items / red flags:
- Non‑independent Chair status persists; reliance on Lead Independent Director remains critical for counterbalance .
- Concurrent CEO role at PetSmart implies substantial external time commitments; however, ASO’s overboarding policy permits executive officers to serve on up to two public boards and Hicks exited Avery Dennison in Oct 2024; no related transactions disclosed .
- Legacy option portfolio and multiple RSU schedules require ongoing monitoring for change‑of‑control and tax outcomes; transition deemed “continuous service” preserves vesting—investors should track performance RSU attainment (Adj. Pre‑Tax NI and ROIC) through FY2026 .
Overall: Board effectiveness is supported by structural safeguards (Lead Director, independent committees, clawback, ownership guidelines), with Hicks’ high equity stake aligning interests. Continued vigilance on independence optics and external time commitments is warranted, but current disclosures reflect low conflict risk and strong shareholder‑responsive governance practices .