Larry Fitzgerald, Jr.
DICK'S SPORTING GOODSAbout Larry Fitzgerald, Jr.
Larry Fitzgerald, Jr. (age 41) is an independent director of DICK’S Sporting Goods, serving since 2020 and currently sits on the Compensation and Governance & Nominating Committees . His background includes founding The Larry Fitzgerald Foundation (2005–present) and a 17-year NFL career with the Arizona Cardinals (2004–2021); he also serves as President of Larry Fitzgerald Enterprises, investing across real estate, hospitality, travel, sports, and technology . The Board’s 2025 independence review affirmed his independence, noting joint charitable events with Fitzgerald-affiliated organizations and the Company were not inconsistent with independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arizona Cardinals (NFL) | Professional Athlete | 2004–2021 | Leadership/community profile; brand and sports industry insight |
| The Larry Fitzgerald Foundation | Founder | 2005–present | Philanthropy focus on literacy, technology skills, and breast cancer prevention/cure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Larry Fitzgerald Enterprises | President | Not disclosed; active | Private investments across real estate, hospitality, travel, sports, technology |
| Public company boards | — | — | No other public company directorships disclosed for Fitzgerald |
Board Governance
- Committee assignments: Compensation; Governance & Nominating; not a chair .
- Independence: Board affirmatively determined all non‑employee directors, including Fitzgerald, are independent; independence review considered joint charitable events involving Fitzgerald and the Company .
- Attendance: In fiscal 2024 the Board met 16 times; each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee met 5 times in 2024; Governance & Nominating Committee met 4 times in 2024 .
- Lead Independent Director: Lawrence J. Schorr serves as Lead Director, providing independent oversight .
- Executive sessions: Independent directors conduct regular executive sessions .
Fixed Compensation
| Component | Amount/Detail | Period | Notes |
|---|---|---|---|
| Fees earned/paid in cash | $120,000 | Calendar 2024 | As reported in Director Compensation Table for Fitzgerald |
| Base annual cash retainer (structure) | $100,000 | Fiscal 2024 | Standard non‑employee director retainer |
| Committee chair fees (structure) | Comp Chair $35,000; Gov/Nom Chair $25,000 | 2025 | Chair retainers (Fitzgerald is not a chair) |
Performance Compensation
- No performance-based cash or option awards disclosed for directors; director equity is time-based restricted stock/RSUs vesting on the earlier of one year or next Annual Meeting .
| Equity Award Detail | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual restricted stock/RSU grant | June 12, 2024 | $180,199 | 812 unvested shares/RSUs outstanding as of Feb 1, 2025 | Earlier of first anniversary or next Annual Meeting | Grant date fair value computed at $221.92 per share (closing price on grant date) |
- Deferral option: Non‑employee directors may defer all or part of their equity awards into RSUs under the Director Deferred Compensation Plan; settlement occurs based on elections or upon Board departure .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Fitzgerald .
- Compensation Committee interlocks: Committee comprised solely of non‑employees except Colombo’s prior employment; no interlocking relationships with other companies’ boards/comp committees; no insider participation by company executives .
Expertise & Qualifications
- Philanthropy, corporate responsibility, public relations/social media, leadership, and sports industry perspective; investment experience via Larry Fitzgerald Enterprises .
- Board emphasizes diverse expertise including marketing/brand management, technology/eCommerce, human capital, and sustainability; Fitzgerald contributes unique business and philanthropic perspective .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Larry Fitzgerald, Jr. | Common Stock | 10,714 | * (<1%) | As of April 14, 2025; percentages marked “*” denote <1% |
| Larry Fitzgerald, Jr. | Class B Common Stock | — | — | No Class B holdings |
Additional alignment:
- Director stock ownership guidelines: 5x annual cash retainer; all directors were in compliance as of the 2025 record date .
- Hedging/pledging: Company highlights restrictions on hedging and pledging; directors strictly prohibited from hedging under Insider Trading Policy .
Governance Assessment
- Strengths: Independent status affirmed despite charitable affiliations; active committee participation; attendance at least 75% with full annual meeting attendance; equity-based director pay with 1‑year vest enhances alignment; compliance with 5x ownership guideline; prohibitions on hedging and pledging support investor alignment .
- Potential conflicts: Board noted joint charitable events with the Company and Fitzgerald‑affiliated organizations; reviewed and concluded not inconsistent with independence—monitor for continued transparent disclosure and absence of economic benefit to the director .
- Compensation signals: Director compensation mix stable (cash + time‑based equity), with modest chair fee adjustments in 2025; no options or performance‑based director pay—reduces pay‑for‑performance concerns but keeps alignment via equity and ownership guidelines .
- Shareholder sentiment: Prior year say‑on‑pay received >99% approval, indicating broad support for compensation governance; committee also considered common‑stock‑only results given dual‑class structure .
Overall: Fitzgerald’s independence, attendance, and equity alignment are supportive of board effectiveness; charitable affiliations were specifically vetted. No red flags on hedging/pledging or related‑party transactions beyond disclosed charitable events, and ownership guideline compliance enhances confidence .