Emanuel Chirico
DICK'S SPORTING GOODSAbout Emanuel Chirico
Independent director of DICK’S Sporting Goods (DKS), age 67, serving since 2003. Former Chairman and Chief Executive Officer of PVH Corp. and previously CFO and Controller at PVH; earlier experience with a large public accounting firm, bringing deep retail and finance expertise. Currently serves on DKS’s Audit Committee and is designated an Audit Committee Financial Expert. Other current public company directorship: Conagra Brands, Inc.; former public company directorship: PVH Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PVH Corp. | Controller | 1993–1999 | Built accounting and reporting foundation |
| PVH Corp. | EVP & CFO | 1999–2005 | Corporate finance, reporting, capital markets |
| PVH Corp. | President & COO | 2005–2007 | Operations leadership across wholesale/retail |
| PVH Corp. | CEO | 2006–2021 | Strategic leadership of global apparel brands |
| PVH Corp. | Chairman | 2007–2021 | Board leadership and governance |
External Roles
| Organization | Role | Status/Tenure | Relationship to DKS / Interlocks |
|---|---|---|---|
| Conagra Brands, Inc. | Director | Current (as disclosed) | No DKS vendor/customer relationship disclosed in proxy; listed as other public company directorship |
| Tommy John, Inc. | Director; nominal ownership interest | Current (as reviewed for independence) | DKS apparel vendor; Board reviewed this relationship and affirmed Chirico’s independence |
| PVH Corp. | Director (former); Chairman/CEO (former) | Former | No current interlock with DKS disclosed |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 9 times in FY2024; Chirico is identified as an Audit Committee Financial Expert under SEC rules .
- Independence: Board conducted independence review on March 25, 2025, including Chirico’s Tommy John board/ownership and vendor relationship; Board affirmed he is independent under NYSE and Company guidelines .
- Attendance: Board met 16 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors conduct regular executive sessions .
- Ownership alignment: Director stock ownership guideline equals 5x the annual cash retainer; as of the 2025 record date, all directors were in compliance .
- Hedging/pledging: Company policy restricts hedging and pledging; directors are strictly prohibited from hedging transactions .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash (2024) | $120,000 | Reflects annual retainer plus committee/member retainers as applicable |
| Stock awards (grant-date fair value, 2024) | $180,199 | Restricted stock granted 6/12/2024; computed using $221.92 closing price |
| Option awards | — | No option awards to non-employee directors |
| Total (2024) | $300,199 | Sum of cash fees and stock award fair value |
| Unvested restricted stock/RSUs outstanding | 812 shares (as of 2/1/2025) | Time-based vesting; shares outstanding per director |
| Grant date | June 12, 2024 | Annual grant following re-election |
| Vesting schedule | Earlier of 1 year from grant or next Annual Meeting | Annual term aligns with vest timing |
Director compensation structure (general):
- Annual cash retainer: $100,000
- Annual equity grant value: $180,000 (restricted stock)
- Committee chair retainers (2025): Compensation Chair $35,000; Governance & Nominating Chair $25,000
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Performance-based cash/non-equity incentive | Not applicable | Non-employee directors do not receive bonuses or non-equity incentive comp |
| Performance-based equity (PSUs/options) | Not applicable | Director equity is time-based restricted stock; no performance metrics attached |
| Metrics tied to director compensation | None disclosed | Vesting is time-based; no TSR/financial targets for director equity |
Other Directorships & Interlocks
| Company | Role | Nature of Interlock/Exposure | Board Determination |
|---|---|---|---|
| Conagra Brands, Inc. | Director | No specific DKS relationship disclosed in proxy | No independence concern identified in the proxy |
| Tommy John, Inc. | Director; nominal ownership | DKS apparel vendor; potential related-party exposure monitored in independence review | Board affirmed independence after review |
| PVH Corp. | Former Director | Former employer and board; no current DKS tie disclosed | Not applicable |
Expertise & Qualifications
- Retail and apparel industry leadership from PVH (Calvin Klein, Tommy Hilfiger portfolio) .
- Corporate finance, accounting, and reporting expertise; large public accounting firm background; former CFO of PVH .
- Audit Committee Financial Expert designation, supporting oversight of financial reporting and controls .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned (as of 4/14/2025) | 55,262 | Beneficial ownership includes direct/indirect and RS/RSU as defined |
| % of common shares outstanding | Less than 1% | Table denotes “*” percentage under 1% |
| Unvested restricted stock/RSUs | 812 shares (as of 2/1/2025) | Annual director grant outstanding |
| Options outstanding | None (director table) | No option awards to non-employee directors |
| Hedging policy | Prohibited for directors | Insider Trading Policy bans hedging for directors |
| Pledging restrictions | Restrictions noted in governance highlights | Company highlights restrictions on pledging |
| Section 16(a) compliance (FY2024) | Compliant | Company states directors complied with reporting requirements |
Governance Assessment
- Strengths: Long-standing retail and finance acumen, Audit Committee Financial Expert designation, and compliance with robust director ownership guidelines support alignment and effective oversight; independent committees and regular executive sessions bolster board effectiveness .
- Compensation alignment: Mix of cash and time-based restricted stock with one-year vesting aligns director incentives with near-term shareholder interests without introducing performance metric gaming risk; no options or bonuses to directors .
- Independence and conflicts: Board explicitly reviewed Chirico’s Tommy John board/ownership given vendor relationship and affirmed independence; continue monitoring vendor governance exposure as a potential red flag if transactions expand materially or terms change .
- Attendance and engagement: Board met 16 times; directors met the >75% attendance threshold and attended the Annual Meeting, indicating engagement; Audit Committee met 9 times, consistent with strong financial oversight cadence .
- Shareholder sentiment: Say-on-pay for NEOs received >99% approval in 2024, indicating broad investor support for the Company’s compensation governance, indirectly supportive of overall board oversight quality .
RED FLAGS to monitor: Vendor interlock with Tommy John (ongoing monitoring), and very long board tenure (since 2003) which some investors may scrutinize for independence despite NYSE/Company-compliant determination .