Mark J. Barrenechea
DICK'S SPORTING GOODSAbout Mark J. Barrenechea
Independent director since 2014 (age 60), Barrenechea is CEO (since 2012) and CTO (since 2016) of OpenText, bringing deep software, eCommerce, and technology expertise plus board and global operating experience to DICK’S Sporting Goods . He has over three decades in enterprise software and server manufacturing, with prior senior roles at Oracle, CA Inc., and Silicon Graphics International .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenText Corporation | Chief Executive Officer | 2012–present | Leads a large enterprise software provider; current public company director |
| OpenText Corporation | Chief Technology Officer | 2016–present | Technology and cybersecurity acumen |
| Silicon Graphics International (SGI) | President & Chief Executive Officer | 2007–2012 | High-performance computing operations leadership |
| CA Inc. (Computer Associates) | EVP & Chief Technology Officer | 2003–2006 | Enterprise IT management expertise |
| Oracle Corporation | SVP, Application Development | 1997–2003 | Enterprise software product leadership |
External Roles
| Company | Role | Status | Interlock/Exposure to DKS |
|---|---|---|---|
| OpenText Corporation | Director | Current | OpenText is a DKS technology service provider; independence affirmed after review |
| Avery Dennison Corporation | Director | Former | None disclosed |
| Hamilton Insurance Group | Director | Former | None disclosed |
| Silicon Graphics International Corporation | Director | Former | None disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert; Audit met 9 times in 2024 .
- Independence: Board determined all non‑employee directors, including Barrenechea, are independent (review considered OpenText vendor relationship) .
- Attendance: Board met 16 times in fiscal 2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Years of service: Director since 2014 .
- Lead Independent Director: Not Barrenechea; role held by Lawrence J. Schorr (since 2012) .
- Executive sessions: Independent directors hold regular executive sessions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees (USD) | $152,500 | $160,000 |
| Stock Awards – Grant Date Fair Value (USD) | $180,090 | $180,199 |
| Total (USD) | $332,590 | $340,199 |
| Standard Annual Director Retainer (structure) | $100,000 annual cash retainer | $100,000 annual cash retainer |
| Equity Grant (structure) | $180,000 restricted stock annual grant | $180,000 restricted stock annual grant |
| Chair retainer updates (reference) | — | 2025: Comp Chair $35,000; Governance Chair $25,000 (structure unchanged otherwise) |
Performance Compensation
Directors receive time-based restricted stock; no director performance metrics apply to equity grants. Annual grants vest on the sooner of the first anniversary of grant or the next Annual Meeting .
| Item | 2023 | 2024 |
|---|---|---|
| Grant Date Fair Value (USD) | $180,090 | $180,199 |
| Unvested RS/RSUs Outstanding at FYE | 2,008 (as of Feb 3, 2024; each non-employee director other than Mr. Eddy) | 812 (as of Feb 1, 2025; each non-employee director) |
| Vesting Terms | Sooner of 1-year or next Annual Meeting | Sooner of 1-year or next Annual Meeting |
| Performance Metrics | None (time-based only) |
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Overboarding policy | Non‑management directors may not serve on more than two other public boards without Board approval; prior notice required for new boards . |
| Interlock assessment | Board reviewed OpenText’s vendor relationship; determined Barrenechea remains independent under NYSE and Company guidelines . |
Expertise & Qualifications
- Technology, eCommerce, cybersecurity/data oversight, and enterprise software operations; corporate strategy, M&A, global operations .
- Audit Committee Financial Expert designation, reinforcing financial reporting and controls oversight capabilities .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Class B Shares | % of Class | Notes |
|---|---|---|---|---|
| Mark J. Barrenechea | 8,977 | — | Common: <1% (*) | Includes 812 RS/RSUs subject to vesting (director plan) . |
| Ownership guideline compliance | Directors must hold 5x annual cash retainer; all directors in compliance as of 2025 record date . | — | — | Company-wide director guideline status . |
Governance Assessment
- Strengths: Independent audit oversight by an experienced technology CEO/CTO; Audit Chair and Financial Expert designation; robust attendance; compliance with stock ownership guidelines; director compensation mix balanced between cash and equity with one-year equity vesting aligning with annual election cadence .
- Potential conflicts: OpenText vendor relationship creates perceived conflict risk; mitigated by annual independence review and affirmative independence determination .
- Structure and practices: Limits on other board service, annual evaluations, independent committees, and regular executive sessions support board effectiveness and investor confidence .
- RED FLAGS to monitor: Continued scrutiny of the OpenText relationship for any expansion in scope or terms; verify ongoing adherence to overboarding limits if external board service changes .