Lawrence J. Schorr
DICK'S SPORTING GOODSAbout Lawrence J. Schorr
Lawrence J. Schorr (age 71) is the independent Lead Director of DICK’S Sporting Goods, serving on the Board since 1985 and as Lead Director since March 2012. He brings extensive legal and operating leadership experience, including Deputy Chairman of SURTECO North America (2023–present; previously Non-Executive Chairman 2021–2023), and prior CEO roles in industrial manufacturing; he is a former managing partner at a law firm . He is currently independent and not an employee of DKS or its subsidiaries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SIMONA AMERICA GROUP (North American ops of SIMONA AG, listed in Frankfurt General Standard) | Chief Executive Officer | 2014–2020 | Led North American operations |
| Boltaron Performance Products (acquired by SIMONA AG) | Chief Executive Officer | 2004–2014 | CEO through acquisition integration |
| RRT-Recycle America (subsidiary of WMX Technologies) | President | 1992–1995 | Division lead |
| Resource Recycling Technologies, Inc. (American Stock Exchange) | President | 1988–1992 | President of listed company |
| Levene, Gouldin & Thompson LLP | Partner and Managing Partner | 1981–1988; 2001–2008 | Law firm leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| SURTECO North America (subsidiary of SURTECO Group SE, listed in Frankfurt Prime Standard) | Deputy Chairman | Mar 2023–present |
| SURTECO North America | Non-Executive Chairman | 2021–2023 |
Board Governance
- Current Board roles: Independent Lead Director; member—Compensation Committee; member—Governance & Nominating Committee .
- Lead Director remit: approves schedules/agendas, recommends committee composition, presides executive sessions, engages major stockholders, liaises with Executive Chairman and non-management directors, evaluates leadership performance .
- Committee activity and attendance:
- Governance & Nominating: 4 meetings in 2024; Schorr is a member .
- Compensation: 5 meetings in 2024; Schorr is a member .
- Board met 16 times in fiscal 2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Independence: Board affirmatively determined all non-employee directors (including Schorr) are independent under NYSE and DKS guidelines; independence review listed relationships for several directors—none were attributed to Schorr .
- Mandatory retirement policy: non-employee directors submit a resignation upon reaching age 72; Board may accept or reject (relevant given Schorr’s age 71) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $160,000 | Reflects base retainer plus additional retainers for committee roles and Lead Director status |
| Annual Retainer (structure) | $100,000 | Applies to non-employee directors |
| Stock Awards (2024) | $180,199 | Grant date fair value; closing price $221.92 on Jun 12, 2024 |
| Total (2024) | $340,199 | Sum of cash and stock awards |
- Director compensation structure: annual cash retainer ($100,000) and restricted stock grant (~$180,000); additional cash retainers for committee membership and Lead Director; 2025 chair retainers: Compensation $35,000; Governance & Nominating $25,000 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock/RSUs (annual director grant) | Jun 12, 2024 | 812 unvested RS/RSUs outstanding as of Feb 1, 2025 | $180,199 (aggregate 2024 stock awards) | 100% vest on earlier of first anniversary or next Annual Meeting |
| Director Deferred Compensation (equity deferral) | Various | 812 RSUs subject to vesting under director deferral plan; 1,334 vested RSUs under deferral plan | N/A | Settlement per deferral elections; same vesting as corresponding RS awards |
- Directors do not receive performance-conditioned equity (no PSUs/options); equity is time-based to align with one-year terms and shareholder interests .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Schorr |
| Interlocks/related-party exposure | Independence review did not list any vendor/landlord/consultant relationships for Schorr; Board concluded he is independent |
Expertise & Qualifications
- Legal, regulatory, and governance expertise from law firm managing partner role; operating leadership in industrial manufacturing (SURTECO NA, SIMONA, Boltaron) .
- Board leadership: Lead Director since 2012; responsibilities include stockholder engagement and agenda oversight .
- Deep company knowledge: >30 years of Board service through DKS expansion to 850+ stores and eCommerce .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 70,339 shares | <1% (asterisk in proxy indicates less than 1%) | Includes director grants/options per proxy conventions |
| Class B Common Stock | 0 shares | — | — |
| RS/RSUs subject to vesting (director plan) | 812 units | — | Subject to vesting under director deferral plan |
| Vested RSUs (director plan) | 1,334 units | — | Vested under director deferral plan |
- Director stock ownership guidelines: 5x annual cash retainer; as of the 2025 record date, all directors complied (including Schorr) .
- Insider policy: directors are strictly prohibited from hedging Company stock; pledging is strongly discouraged for other covered persons .
Governance Assessment
-
Strengths
- Independent Lead Director with defined responsibilities that enhance board effectiveness and investor engagement (agenda control, executive sessions, liaison role) .
- Active committee participation (Compensation; Governance & Nominating) and satisfactory attendance (Board met 16 times; all directors ≥75% attendance) .
- Alignment via equity and ownership guidelines (5x retainer; all directors compliant); prohibition on hedging supports investor-aligned behavior .
- Board-wide independence affirmed; no Schorr-specific related-party transactions disclosed in independence review .
-
Watch items
- Tenure and refreshment: >40 years on Board; while experience is valuable, long tenure can draw scrutiny on independence; mandatory retirement at 72 implies near-term succession planning for Lead Director role .
- Board-level related-party exposures: significant arrangements with Executive Chairman (aircraft usage, shared services, fuel farm), family-related landscaping contract, and a legacy lease (Audit Committee oversight and ratification in place). Not a Schorr-specific conflict, but ongoing monitoring is prudent .
-
Signals
- Shareholder support for compensation governance: >99% Say-on-Pay approval at 2024 meeting, with Board continuing annual advisory votes; indicates investor confidence in current oversight framework .
Committee Assignment Details
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance & Nominating | Member | 4 |
| Compensation | Member | 5 |
Lead Director Responsibilities (selected)
- Approves Board/committee schedules and agendas; recommends committee composition/chairs; calls/presides over executive sessions; engages major stockholders; liaises between Executive Chairman and independent directors; participates in leadership evaluations .
Director Compensation Mix (structure)
- Cash: $100,000 annual retainer; additional cash retainers for committee roles and Lead Director; chair retainers (2025): Compensation $35,000; Governance & Nominating $25,000 .
- Equity: ~$180,000 annual restricted stock grant; 1-year cliff vest aligned with one-year director terms; optional deferral into RSUs under Director Deferred Compensation Plan .
RED FLAGS: None specific to Schorr disclosed (no related-party transactions, hedging, pledging, or attendance issues). Governance watch: long tenure and upcoming mandatory retirement threshold warrant succession planning and continuity considerations for the Lead Director role .