Desiree Ralls-Morrison
DICK'S SPORTING GOODSAbout Desiree Ralls-Morrison
Independent director of DICK’S Sporting Goods since 2020; age 58. Currently Executive Vice President and Global Chief Legal Officer at McDonald’s Corporation, with prior senior legal roles at Boston Scientific, Boehringer Ingelheim, and Johnson & Johnson. Core credentials: legal, regulatory, and corporate governance expertise; contributes a diverse perspective and governance experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | EVP, Global Chief Legal Officer; Corporate Secretary (2021–2024) | 2021–present | Legal, regulatory, governance leadership |
| Boston Scientific Corporation | SVP, General Counsel & Corporate Secretary | 2017–2021 | Enterprise legal, compliance and governance oversight |
| Boehringer Ingelheim (US) | General Counsel, US | 2013–2017 | US legal leadership |
| Johnson & Johnson | General Counsel, Consumer; Senior/Assistant General Counsel | 2005–2013 | Consumer sector legal leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Danbury Hospital | Board Member | N/A | Community health governance |
| The Partnership, Inc. | Board Member | N/A | Diversity and inclusion leadership |
| New Commonwealth Racial Equality and Social Justice Fund (MA) | Founding Member | N/A | Racial equity & social justice fund governance |
Board Governance
- Committee assignments: Audit Committee member; not designated the Audit Committee financial expert (experts are Barrenechea (Chair), Chirico, Mathrani) .
- Independence: Board affirmatively determined all non-employee directors, including Ralls-Morrison, are independent under NYSE standards and Company Guidelines .
- Attendance and engagement: Board met 16 times in fiscal 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; Audit Committee held 9 meetings .
- Board structure: Lead Independent Director in place; independent executive sessions are held regularly .
- Director development: NACD membership and ongoing education; onboarding tailored to director needs .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (2024) | $120,000 | Includes base retainer and any committee retainers |
| Equity (restricted stock/RSUs) grant-date fair value (2024) | $180,199 | Granted June 12, 2024; based on $221.92/share; 812 unvested shares outstanding as of Feb 1, 2025; one-year vest aligned to director term |
| Total director compensation (2024) | $300,199 | Sum of cash and equity; no options or meeting fees |
| Director ownership guideline | 5x annual cash retainer | All directors in compliance as of record date |
Key design features: $100,000 annual retainer and ~$180,000 equity grant; equity vesting period one year to align with annual elections; chair retainers set for Comp ($35,000) and Governance ($25,000) in 2025; Audit chair retainer reflected in chair fees but not itemized here .
Performance Compensation
- Not applicable for non-employee directors at DKS: director equity is time-based (one-year vest) with no performance metrics; Company prohibits hedging for directors and has stock ownership requirements to align incentives .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | Independence review did not identify relationships for Ralls-Morrison; Board affirmed independence . |
Note: Independence review disclosed vendor/landlord relationships for certain other directors (OpenText, PepsiCo, Tanger, KP IV Navy, Tommy John) and trustee roles for Colombo, but none for Ralls-Morrison .
Expertise & Qualifications
- Legal, compliance, regulatory, and corporate governance expertise; prior corporate secretary experience; adds diverse perspective; supports oversight across risk, compliance, cybersecurity, and sustainability via Audit Committee remit .
Equity Ownership
| Holder | Shares of Common Stock | Class B Shares | % Common | % Class B | Notes |
|---|---|---|---|---|---|
| Desiree Ralls-Morrison | 5,609 | — | <1% | — | Includes 812 restricted shares/RSUs subject to vesting; excludes any unvested performance units (directors have RS/RSUs; PU exclusion applies to NEOs) |
| Shares outstanding (record date) | 56,483,631 (Common) | 23,570,633 (Class B) | — | — | Basis for percentages |
- Pledging/hedging: Directors strictly prohibited from hedging; pledging discouraged; compliance affirmed in Section 16 reporting .
- Ownership guideline compliance: All directors met the 5x retainer guideline as of record date .
Governance Assessment
- Board effectiveness: Active Audit Committee oversight (financial reporting, internal controls, cybersecurity/data privacy, compliance and ERM) with 9 meetings in 2024; Ralls-Morrison’s legal/governance background strengthens compliance and risk oversight .
- Independence and conflicts: No related-party transactions or vendor/landlord relationships disclosed for Ralls-Morrison; Board’s annual independence review supports low conflict risk .
- Engagement: Meets attendance thresholds; Board holds regular executive sessions and director education; presence of Lead Independent Director indicates robust independent oversight .
- Compensation alignment: Mix of cash retainer and time-based equity with one-year vest; ownership guidelines at 5x retainer and hedging prohibition align incentives and reduce risk; no director options granted .
- RED FLAGS: None identified specific to Ralls-Morrison. Company-level related-party items involve the Stack family and affiliated entities, not Ralls-Morrison; no overboarding disclosed for her; all directors in compliance with ownership and Section 16 reporting .