Raymond A. Sliva
DICK'S SPORTING GOODSAbout Raymond A. Sliva
Raymond A. Sliva is Executive Vice President — Stores at DICK’S Sporting Goods and has been a named executive officer since joining the company on January 3, 2023 . His incentive pay is tied to Adjusted Non‑GAAP EBT and Adjusted Net Sales via the STIP, annual PSUs, and multi‑year LTIP; recent outcomes were 163.8% of target for the 2024 STIP, 157.3% for 2024 PSUs, and 118.1% for the 2023 LTIP, indicating strong pay-for-performance linkage in 2023–2024 .
Past Roles
Not disclosed in the 2024/2025 proxy beyond his current role and NEO status .
External Roles
No public company directorships or external roles disclosed for Mr. Sliva in the 2024/2025 proxy .
Fixed Compensation
Multi‑year cash compensation and annual bonus targets/outcomes.
| Item | FY 2022 | FY 2023 | FY 2024 | FY 2025 (set in Mar-2025) |
|---|---|---|---|---|
| Base Salary ($) | $49,326 | $687,981 | $691,745 | $750,000 |
| Target STIP (% of Eligible Earnings) | — | 75% | 75% | 100% (raised from 75%) |
| STIP Attainment (% of target) | — | 100% | 163.8% | — |
| STIP Paid ($) | — | $515,986 | $849,986 | — |
Notes
- Eligible Earnings = base salary earned during the fiscal year .
- FY2024 STIP metric: Adjusted Non‑GAAP EBT; payouts used interpolation and were gated at threshold EBT .
Performance Compensation
Detailed design, metrics, vesting, and realized outcomes.
| Award | Metric(s) and Weighting | Target | Actual/Outcome | Payout/Units | Vesting |
|---|---|---|---|---|---|
| 2024 STIP (cash) | Adjusted Non‑GAAP EBT (100%) | 75% of Eligible Earnings | 163.8% of target | $849,986 | Cash paid after Certification |
| 2024 Annual PSU | 50% Adj. Non‑GAAP EBT; 50% Adj. Net Sales | 1,918 target PSUs | 157.3% of target | 3,017 earned PSUs | One‑year performance; cliff vest 4/3/2027 |
| 2024 Annual RSA | Time‑based | 4,475 RSAs; $945,075 GDFV | N/A | N/A | Cliff vest 4/3/2027 |
| 2023 LTIP (2‑yr PSU) | 40% Adj. Net Sales; 40% Adj. Non‑GAAP EBT; 20% Adj. Merchandise Margin Retention | 8,494 target PSUs | 118.1% of target | 10,031 earned PSUs | Vested 4/3/2025 |
| 2025 Annual Equity | Mix increased to 50% PSUs / 50% RSAs (from 30%/70%) | $1,000,000 target | $1,500,000 actual grant | Split 50/50 PSU/RSA | Standard 3‑year cliff vest; PSU one‑year perf then time‑based |
| 2025 LTIP (PSU) | Adj. Non‑GAAP EBT; Adj. Net Sales; Adj. eCommerce Comp Sales Growth; Adj. External Merchandise Margin % | $1,250,000 target value | Goals confidential; “challenging but attainable” | 0–200% of target | Performance FY2025–FY2026; cliff vest 4/3/2028 |
Abbreviations: GDFV = Grant Date Fair Value (ASC 718).
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 27,219 shares common; <1% ownership (asterisk in table indicates less than 1%) . Total shares outstanding at that date: 56,483,631 common; 23,570,633 Class B .
- Outstanding awards at FY2024 year-end (Feb 1, 2025):
- Time-based RSAs unvested: 3,457 ($829,853 MV), 4,281 ($1,027,654 MV), 4,475 ($1,074,224 MV), 2,021 ($485,141 MV) .
- Performance awards (unvested/earned): 3,017 (2024 PSU earned, $724,231 MV) and 10,031 (2023 LTIP earned, $2,407,942 MV) .
- Stock ownership guidelines: maintained for executives and directors; executives have 3 years to comply; as of the 2025 record date, all NEOs (including Mr. Sliva) were in compliance .
- Hedging/pledging: NEOs and directors are strictly prohibited from hedging; pledging transactions are strongly discouraged under the Insider Trading Policy .
- Option usage: Company does not currently grant new options; no option holdings listed for Mr. Sliva in the outstanding awards table .
Employment Terms
- Employment agreements: The company generally does not have employment agreements with NEOs; may use offer letters for new hires .
- Severance/CIC: No executive‑specific severance or change‑in‑control agreements; equity awards can be assumed, substituted, accelerated, or cashed‑out at Board discretion in a CIC if not assumed by successor .
- Clawbacks: Awards under the 2012 Plan are subject to cancellation/recoupment for cause, policy violations, or conduct detrimental to the company; also subject to clawback to the extent required by law/NYSE listing standards .
- Perquisites (FY2024): Included $20,765 401(k) match; $11,966 relocation payments; and $4,959 tax gross‑up for relocation-related taxes .
- Nonqualified deferred comp: No contributions reported for Mr. Sliva in FY2024 .
Termination/CIC Economics (as of Jan 31, 2025)
Estimated values by award/component for Mr. Sliva.
| Scenario | Restricted Stock | 2023 PSUs | 2023 LTIP | 2024 PSUs |
|---|---|---|---|---|
| Death | $3,007,216 | $500,096 | $2,482,171 | $734,187 |
| Disability | $3,007,216 | $500,096 | $2,482,171 | $734,187 |
| Change‑in‑Control | $3,007,216 | $500,096 | $2,482,171 | $734,187 |
Notes
- Unvested stock options are forfeited upon termination; vested options (if any) have limited post‑termination exercise windows, but Mr. Sliva had no listed options outstanding .
- Board may accelerate or settle awards if not assumed in a CIC .
Compensation Structure Analysis
- Shift in mix toward performance: For 2025, Mr. Sliva’s annual equity mix moved from 30% PSUs/70% RSAs to 50%/50%, and his STIP target increased from 75% to 100% of salary, raising at‑risk pay and performance leverage .
- Added holding period for LTIP: The 2025 LTIP includes an extra one‑year time‑based vest after the two‑year performance period (cliff vest 4/3/2028), increasing retentive value and reducing near‑term monetization .
- High realized payouts in 2024: STIP at 163.8% and Annual PSU at 157.3% reflect strong achievement versus objectives; the LTIP cycle ending 2025 paid at 118.1% .
Vesting Schedules and Potential Selling Pressure
- Upcoming vest dates and sizes:
- 4/3/2026: RSA tranche of 4,281 shares vests, subject to continued employment .
- 4/3/2027: RSA tranche of 4,475 shares and earned 2024 PSUs of 3,017 shares vest (upon continued employment) .
- 4/3/2028: 2025 LTIP, if earned, vests after FY2025–2026 performance period and holding year .
- 2024 realized equity: 3,456 shares vested for Mr. Sliva (stock awards) with $791,839 value realized; no option exercises reported for him in FY2024 .
Equity Ownership & Pledging/Hedging Policies
- Ownership guideline compliance: All NEOs were in compliance as of the 2025 record date (execs have 3 years to meet guidelines) .
- Hedging prohibited; pledging strongly discouraged: For NEOs and directors per the Insider Trading Policy .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay: Company received more than 99% approval for NEO compensation at the 2024 Annual Meeting; the Compensation Committee considered this support in 2025 program decisions .
Investment Implications
- Alignment and leverage: The 2025 reset (higher STIP target and 50% PSU weighting) increases performance sensitivity of total pay, strengthening alignment with financial outcomes (EBT, Net Sales, eCommerce comps, margins) while embedding multi‑year horizons via LTIP .
- Retention vs. liquidity: Added holding period on the 2025 LTIP and 3‑year cliff vesting for annual equity extend retention; however, notable vesting clusters in 2026–2027 (4,281 RSAs in 2026; ~7,492 total shares from RSAs/PSUs in 2027) could create episodic selling capacity subject to trading windows and policy constraints .
- Risk controls: No change‑in‑control or executive‑specific severance agreements, strong clawback provisions, and hedging prohibitions mitigate governance risk; equity may accelerate only if not assumed in a CIC, balancing executive protection with shareholder alignment .
- Execution focus: Consistent above‑target incentive outcomes (STIP 163.8%, PSUs 157.3%, LTIP 118.1%) suggest effective operational execution in core metrics used by DICK’S (EBT, Net Sales, merchandise margin), with 2025 metrics expanding to eCommerce comps and external merchandise margin in the LTIP to support strategic priorities .