Edward W. Stack
DICK'S SPORTING GOODSAbout Edward W. Stack
Edward W. Stack (age 70) is Executive Chairman of DICK’S Sporting Goods and has served on the board since 1984; he was Chairman & CEO from 1984–2021 and became Executive Chairman in 2021, overseeing merchandising, real estate, and strategic growth initiatives . Under his leadership, the company grew from a 2‑store chain to a multi‑banner retailer with over 850 stores and an eCommerce business . Company performance in FY2024: net sales $13.44B (+3.5% YoY), EPS $14.05 (+15.4% YoY), EBT $1.52B, EBT margin 11.30% ; cumulative TSR since 2019 reached $640 versus $211 for the S&P 500 Specialty Retail Index in 2024 . The company’s primary executive pay-performance linkage uses Adjusted Non-GAAP EBT, Adjusted Net Sales, and margin retention measures in STIP, annual PSUs and LTIP .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DICK’S Sporting Goods, Inc. | Chairman & Chief Executive Officer | 1984–2021 | Led sustained growth from 2 stores to 850+ stores and omnichannel capabilities |
| DICK’S Sporting Goods, Inc. | Executive Chairman | 2021–present | Oversees merchandising, real estate, and strategic growth initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Director (former) | Not disclosed | Financial institution oversight experience (former public company directorship) |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary Rate | $1,200,000 | $1,250,000 | $1,400,000 |
| Salary Earned (Summary Comp Table) | $1,223,077 | $1,241,346 | — |
Performance Compensation
Short-Term Incentive Program (STIP) – Cash
| Element | Metric | Target/Range | Actual | Payout Mechanics | Result |
|---|---|---|---|---|---|
| FY2024 STIP | Adjusted Non-GAAP EBT | Threshold 80%; Target 100%; Max 200% of target; EWS target 210% of eligible earnings; EWS threshold 90%; maximum payout capped at 190.5% of target (vs 200% for others) | Company achieved payout at 157.8% of target for EWS | Eligible Earnings × Target % × Attainment | $4,112,392 paid (Eligible Earnings $1,241,346 × 210% × 157.8%) |
Annual Performance Share Units (PSUs) – FY2024 Grant
| Element | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| FY2024 Annual PSUs | Adjusted Non-GAAP EBT | 50% | 23,676 units | Aggregate attainment 157.3%; earned units 37,242 | Cliff vest April 3, 2027 (1-year performance + 2-year time vest) |
| FY2024 Annual PSUs | Adjusted Net Sales | 50% | — | Included in aggregate 157.3% | Same as above |
| FY2024 Equity Grant Values (USD) | RSAs | PSUs | Total |
|---|---|---|---|
| Edward W. Stack | $5,000,134 | $5,000,134 | $10,000,269 |
Long-Term Incentive Program (LTIP) – FY2023 Award (Vested FY2025)
| Element | Metric | Weighting | Target Units | Attainment | Earned Units | Vesting |
|---|---|---|---|---|---|---|
| FY2023 LTIP | Adjusted Net Sales | 40% | 10,193 | Aggregate 118.1% | 12,038 | Cliff vest April 3, 2025 |
| FY2023 LTIP | Adjusted Non-GAAP EBT | 40% | — | Between threshold and target | Included in aggregate | Same as above |
| FY2023 LTIP | Adjusted Merchandise Margin Retention | 20% | — | Between target and max | Included in aggregate | Same as above |
2025 LTIP Award (Granted April 3, 2025)
| Element | Metric | Target Value (USD) | Structure | Vesting |
|---|---|---|---|---|
| FY2025 LTIP | Adjusted Non-GAAP EBT; Adjusted Net Sales; Adjusted eCommerce Comp Sales Growth; Adjusted External Merchandise Margin % | $5,000,000 | Two-year performance; 100% cliff vest on third anniversary (added 1-year time vest for retention) | Cliff vest April 3, 2028 (double-trigger performance + time vest) |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 2,318,815 shares; 4.02% of common |
| Class B Common Stock Beneficially Owned | 13,683,444 shares; 58.05% of Class B |
| Voting Power | 47.43% of total (due to 10x votes per Class B share) |
| Options Outstanding (Exercisable) | 210,478 @ $32.77 exp. 4/3/2026; 958,466 @ $11.31 exp. 3/22/2027 |
| 2024 Option Exercises | 311,810 shares; realized $59,089,271 |
| Unvested Restricted Stock | 37,012 (vest 4/3/2025); 33,975 (vest 4/3/2026); 23,676 (vest 4/3/2027) |
| Unvested/Unearned PSUs | 37,012 (2022 PSU vest 4/3/2025); 37,420 (2023 PSU vest 4/3/2026); 37,242 (2024 PSU vest 4/3/2027); 12,038 (2023 LTIP vest 4/3/2025) |
| Ownership Guidelines | Executives have stock ownership requirements; all NEOs and directors compliant as of record date |
| Hedging/Pledging Policy | Hedging prohibited for NEOs/directors; pledging strongly discouraged; no pledges disclosed in proxy |
Additional alignment notes:
- Director William J. Colombo is trustee or co-trustee for trusts holding Class B shares for Stack’s family; Colombo has voting/dispositive power as trustee, but no pecuniary interest .
Employment Terms
- Employment agreements: Company generally does not enter into employment agreements with NEOs; no severance or change-in-control agreements are in place for executive officers .
- Equity change-in-control treatment: If a successor does not assume or substitute awards, options become vested/exercisable and time-based/performance awards may have vesting restrictions lapse; Board can cash out or adjust awards per 2012 Plan .
- Retirement treatment: Committee discretion to permit prorated vesting for PSUs/LTIP upon retirement (age ≥55 with ≥15 years of service), subject to minimum service .
- Clawback: Awards subject to cancellation/recoupment for specified misconduct; policy aligned with applicable law and NYSE requirements (e.g., SOX 304; NYSE 303A.14) .
- Officers’ Supplemental Savings Plan (nonqualified deferred comp): Company matches 20% of deferrals up to $200,000 annually; vesting after five years; balances payable per plan terms . Edward Stack contributed $1,080,635 in 2024; company contributed $200,000; aggregate balance $6,238,613 .
- Perquisites: Company pays premiums for three life insurance policies (beneficiaries chosen by Stack) and a disability policy; country club dues; employee 401(k) match; annual executive physical; total “All Other Compensation” for 2024 included $71,031 personal aircraft-related unreimbursed costs, $35,326 life insurance premiums, $13,391 country club dues, $20,928 401(k) match, $6,273 physical, $5,024 disability premiums, $562 employee discounts .
- Use of company aircraft: Permitted with reimbursement at aggregate incremental cost; policy designed for security/productivity; specific personal use reimbursed per policy .
Board Governance
- Role: Executive Chairman (non-independent); CEO and Chair roles have been separated since 2021 (Lauren R. Hobart is President & CEO) .
- Board independence: 10 of 12 directors independent; all standing committees (Audit, Compensation, Governance & Nominating) are fully independent .
- Lead Independent Director: Lawrence J. Schorr (since 2012) with defined responsibilities including session leadership, agenda approval, liaison role, and evaluation of Executive Chairman/CEO .
- Committees: EWS does not serve on standing committees; committee memberships and chair roles are held by independent directors .
- Board meeting attendance: Board met 16 times in FY2024; all directors attended at least 75% of Board/committee meetings; independent directors hold regular executive sessions .
- Director compensation: EWS and CEO receive no Board compensation; director compensation consists of cash retainers plus restricted stock with one-year vest .
Board service history and committee roles for EWS:
- Director since 1984; Executive Chairman since 2021; prior Chairman & CEO (1984–2021); no committee memberships (executive officer) .
- Dual-role implications: While EWS is non-independent and holds substantial voting power through Class B shares, the Board has an empowered Lead Independent Director and independent committees to mitigate independence concerns .
Director Compensation
| Item | Details |
|---|---|
| EWS Director Pay | None; compensation reported solely as an executive officer (no Board pay) |
Compensation Peer Group (benchmarking, pay inflation risk)
- 2024 retail peer group used by Willis Towers Watson included Academy Sports & Outdoors, AutoZone, BJ’s Wholesale, Dollar Tree, Foot Locker, Gap, Kohl’s, NIKE, Ralph Lauren, Ross Stores, Tractor Supply, Ulta Beauty, VF Corp, Williams-Sonoma, Burlington, Advance Auto Parts .
- 2025 changes: Removed Advance Auto Parts, Burlington, Dollar Tree, Kohl’s; added Best Buy, Starbucks, TJX, CarMax, lululemon .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval: more than 99% of votes cast approved NEO compensation .
- Company considers common stock holder voting results separately given Class B 10:1 voting power .
Related Party Transactions (governance risk indicators)
- Aircraft usage agreement and related leases with LLCs solely owned by EWS: Company paid $7.97M in FY2024 for rent/variable costs; shared services with aircraft manager ($1,124,838 Company; $722,354 EWS); EWS purchased fuel from Company under fuel farm arrangement ($736,351) .
- Landscaping contract with South Hills (owned by EWS’s brother-in-law): $323,162 in FY2024; terminable by Company on 30 days’ notice .
- Lease with Stack Associates, LLC (estate of founder Richard “Dick” Stack): $240,000 in FY2024; lease term ends April 2026 .
- Family employment: Michael Stack (son) compensation in FY2024—$382,238 salary; $143,435 cash bonus; $210,345 equity awards; total direct compensation comparable to peers .
Risk Indicators & Red Flags
- Control/voting power: EWS beneficially owns 58.05% of Class B, equating to 47.43% voting power, amplifying influence over elections/governance .
- Related party transactions: Significant aircraft arrangements and family-linked vendor/lease relationships create potential perceived conflicts; reviewed and approved/ratified under Company’s RPT policy .
- Hedging/pledging: Hedging prohibited for NEOs/directors; pledging strongly discouraged; no pledging disclosures in proxy .
- Compensation governance: No executive severance/change-in-control agreements; clawback in place; avoids tax gross-ups except relocation benefits; no repricing of underwater options; no new options granted .
Equity Vesting Schedules and Insider Selling Pressure
- Upcoming vesting for EWS: RSAs vested 4/3/2025 (37,012) ; PSUs from 2022 vested 4/3/2025 (performance certified) ; 2023 PSUs vest 4/3/2026 (110.1% certified) ; 2024 PSUs vest 4/3/2027 (157.3% certified) ; 2023 LTIP vested 4/3/2025 (118.1%) .
- Option exercises: 311,810 shares in FY2024 with $59.1M value realized—implies material liquidity events and potential selling pressure around exercise windows .
Performance & Track Record
| Measure | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| DKS TSR (value of $100 from end of FY2019) | $157 | $281 | $320 | $407 | $640 |
| Peer Group TSR (value of $100) | $121 | $161 | $155 | $179 | $211 |
| Net Income ($mm) | $530 | $1,520 | $1,043 | $1,046 | $1,165 |
| Adjusted Non-GAAP EBT ($mm) | $733 | $2,025 | $1,414 | $1,403 | $1,519 |
FY2024 performance highlights: net sales $13.44B (+3.5% YoY); EBT margin 11.30%; EPS $14.05 (+15.4% YoY); market share ~9% (+50 bps) .
Compensation Structure Analysis
- Year-over-year mix: EWS 2024 annual equity split evenly between RSAs and PSUs; 2025 annual equity target increased to $15M, with LTIP value increased to $5M—signals higher at-risk, performance-linked equity .
- Shift from options: Company does not grant new options; equity mix is RSAs/PSUs and multi-year LTIP, reducing option risk and emphasizing performance-based shares .
- Incentive metrics: Continued emphasis on Adjusted Non-GAAP EBT and Adjusted Net Sales; 2025 LTIP adds eCommerce comp sales growth and external merchandise margin %, tightening alignment to strategic priorities .
- Caps and gates: Gate at threshold EBT to prevent payouts without baseline profitability; caps to avoid excessive payouts; EWS STIP cap at 190.5% of target .
Equity Ownership & Pledging
- High insider alignment via large Class B ownership and unvested performance equity; hedging prohibited; pledging discouraged; no pledging disclosures in proxy .
Employment & Contracts
| Term | Provision |
|---|---|
| Employment Agreement | None (general practice) |
| Severance | No executive-specific severance agreements |
| Change-of-Control | Board may accelerate/settle awards if successor does not assume; discretion on substitution/cash-out |
| Retirement | Committee discretion for prorated vesting of PSUs/LTIP |
| Clawback | Misconduct/violation-based cancellation/recoupment; law/NYSE compliant |
| Deferred Comp | Officers’ Plan; EWS balance $6.24M; $200k match in 2024 |
Investment Implications
- Alignment: Very strong ownership alignment and control via Class B (47% voting power) plus substantial performance equity; incentives remain anchored to profitability (EBT) and top-line growth, with added eCommerce/margin metrics—supportive for long-term value creation .
- Retention: Added time-based vesting on 2025 LTIP and ongoing cliff vesting of RSAs/PSUs increase retention; large unvested awards across 2025–2027 reduce near-term departure risk .
- Trading signals: Significant option exercises and realized value ($59.1M) in FY2024 indicate episodic liquidity events; watch vesting dates (April 3 cycles) for potential selling pressure around settlement windows .
- Governance: Dual role as Executive Chairman and substantial voting power can raise independence concerns; mitigants include a long-standing Lead Independent Director and fully independent committees; related-party aircraft and vendor/lease arrangements warrant ongoing monitoring .