Larry D. Stone
DICK'S SPORTING GOODSAbout Larry D. Stone
Independent director since 2007; age 73. Retired President & Chief Operating Officer of Lowe’s Companies, Inc. with deep retail operating credentials spanning store operations, merchandising/marketing, real estate, eCommerce, brand management, and strategic finance. Currently chairs DICK’S Compensation Committee and serves on Governance & Nominating; the Board affirmed his independence under NYSE standards in its March 25, 2025 review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | President & COO | 2006–2011 | Led large-scale retail operations and strategic execution |
| Lowe’s Companies, Inc. | Sr. EVP, Merchandising/Marketing | 2005–2006 | Merchandising and brand strategy leadership |
| Lowe’s Companies, Inc. | Sr. EVP, Store Operations | 2003–2005 | Field/store execution oversight |
| Lowe’s Companies, Inc. | EVP, Store Operations | 2001–2003 | Operations management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| At Home Group, Inc. | Director (Former) | Not disclosed | Listed as former public company directorship |
Board Governance
- Committee assignments: Compensation Committee Chair; Governance & Nominating Committee member .
- Committee meeting cadence: Compensation Committee met 5 times in 2024; Governance & Nominating met 4 times .
- Independence: Board affirmatively determined all non‑employee directors, including Stone, are independent under NYSE and Company guidelines (review dated March 25, 2025) .
- Attendance: Board met 16 times in fiscal 2024; every director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Lawrence J. Schorr continues as Lead Director (since 2012) with defined responsibilities for agendas, executive sessions, evaluation, and investor engagement .
- Policies: Mandatory retirement policy requires non‑employee directors to submit an offer of resignation upon reaching age 72; Board may accept or reject (Stone is age 73, implying Board acceptance under policy). Overboarding policy limits non‑management directors to ≤2 other public company boards without Board approval .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Fees earned in cash ($) | 145,000 | Includes base retainer and committee chair/member retainers |
| Stock awards ($) | 180,199 | Annual restricted stock grant (granted June 12, 2024) |
| Unvested RSUs (#) at 2/1/2025 | 812 | One-year vest (sooner of 1st anniversary or next Annual Meeting) |
| Grant date price ($/share) | 221.92 | Closing price on grant date for director equity |
| Annual cash retainer ($) | 100,000 | Standard non‑employee director retainer |
| 2025 Chair retainers ($) | Comp Chair: 35,000; Gov/Nom Chair: 25,000 | Structure unchanged otherwise for 2025 |
- Director deferral: Non‑Employee Director Compensation Deferral Plan (adopted March 2023) permits deferral of annual/appointment equity into RSUs, settled at the earlier/later of a specified date or cessation of service; RSUs carry the same vesting terms as corresponding restricted stock .
Performance Compensation
Directors do not receive performance‑based pay; equity is time‑based restricted stock to align interests. As Compensation Committee Chair, Stone oversees executive incentive design and outcomes:
| Plan | Metrics | Weights | Performance Period | Payout Range |
|---|---|---|---|---|
| 2024 STIP (cash) | Adjusted Non‑GAAP EBT | 100% | 1 year | 0–200% of target; 2024 attainment: 157.8% (Exec Chair) / 163.8% (others) |
| 2024 Annual PSUs | Adjusted Non‑GAAP EBT; Adjusted Net Sales | 50% / 50% | 1 year + 2‑yr time vest | 0–200%; aggregate attainment 157.3% |
| 2023 LTIP PSUs | Adjusted Net Sales; Adjusted Non‑GAAP EBT; Adjusted Merchandise Margin Retention | 40% / 40% / 20% | 2 years (vested Apr 3, 2025) | 0–200%; aggregate attainment 118.1% |
| 2025 LTIP PSUs | Adjusted Non‑GAAP EBT; Adjusted Net Sales; Adjusted eCommerce Comp Sales Growth; Adjusted External Merchandise Margin % | Not disclosed | 2 years + 1‑year time vest | 0–200%; threshold EBT gate; goals deemed challenging but attainable |
- Clawbacks/recoupment: Awards subject to cancellation/recoupment for cause, policy violations, or conduct detrimental to the Company; clawback to extent required by law/NYSE standards (e.g., SOX 304; NYSE 303A.14) .
- Hedging/Pledging: Executive and director hedging strictly prohibited; Company highlights restrictions on hedging and pledging as part of governance practices .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; committee comprises independent directors, and no DKS executive serves on another issuer’s board/comp committee with a DKS director .
- Current public company boards: None disclosed for Stone beyond DICK’S .
- Former public company boards: At Home Group, Inc. .
Expertise & Qualifications
- Retail operations, merchandising/marketing, real estate, eCommerce, brand management, strategic finance; senior leadership at Lowe’s (President & COO) .
- Board seeks diverse skills including accounting/finance, risk management, supply chain, technology, eCommerce, strategic planning; Stone contributes retail operations and strategic finance depth .
Equity Ownership
| As of April 14, 2025 | Common Shares | Class B Shares | % of Common | % of Class B | Voting Power | Unvested RSUs |
|---|---|---|---|---|---|---|
| Larry D. Stone | 144,085 | — | <1% | — | <1% | 812 |
- Ownership guidelines: Directors must hold ≥5x the annual cash retainer; as of the 2025 record date, all directors were in compliance .
- Hedging/Pledging: Directors prohibited from hedging; Company highlights restrictions on pledging .
Governance Assessment
- Independence and conflicts: Board’s March 25, 2025 independence review identified transactional/vendor relationships for several directors; none were attributed to Stone, and all non‑employee directors were deemed independent .
- Engagement/attendance: 16 Board meetings; all directors ≥75% attendance and attended the 2024 Annual Meeting—supports engagement quality .
- Compensation oversight quality: Under Stone’s Compensation Chairmanship, incentive plans use clear gates, caps, and multi‑year metrics aligned to sales, profitability, margin retention, and eCommerce growth; robust clawback and hedging prohibitions enhance investor alignment .
- Shareholder signals: 2024 say‑on‑pay approval exceeded 99%—indicates broad investor support for compensation practices overseen by the committee .
- Refreshment policy: Mandatory retirement policy at 72 with Board discretion; Stone is 73, indicating the Board exercised discretion for continuity—note for refreshment monitoring rather than a conflict .
RED FLAGS: None disclosed for Stone on related‑party transactions, hedging/pledging, Section 16 compliance, or attendance; monitor age/tenure vs. refreshment policy and pay-for-performance rigor over time .