Robert W. Eddy
DICK'S SPORTING GOODSAbout Robert W. Eddy
Robert W. Eddy, age 52, is an independent director of DICK’S Sporting Goods, Inc. (DKS) and has served on the Board since 2023 . He is Chairman, President & CEO of BJ’s Wholesale Club Holdings, Inc. and brings deep retail finance and operations expertise from executive leadership roles at BJ’s and prior audit and advisory work at PricewaterhouseCoopers LLP; he also holds external leadership roles with the National Retail Federation (NRF) . He is currently a member of DKS’s Compensation Committee and Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. | Chairman | 2023–present | External executive leadership; multi-unit retail expertise |
| BJ’s Wholesale Club Holdings, Inc. | President & CEO | 2021–present | Financial and operational leadership; investor relations and executive compensation experience |
| BJ’s Wholesale Club Holdings, Inc. | EVP & Chief Financial and Administrative Officer | 2018–2021 | Corporate finance and administrative oversight |
| BJ’s Wholesale Club Holdings, Inc. | EVP & Chief Financial Officer | 2011–2018 | Corporate finance, reporting, accounting expertise |
| BJ’s Wholesale Club Holdings, Inc. | SVP, Finance | 2007–2011 | Financial management and reporting |
| PricewaterhouseCoopers LLP | Audit & Business Advisory Practice | 1995–2007 | Corporate finance, financial reporting and accounting advisory to retail/consumer companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. | Director (other public company directorship) | Current | Listed as “OTHER PUBLIC COMPANY DIRECTORSHIPS” in DKS proxy |
| National Retail Federation | Chairman of the Board | 2025–present | External industry leadership |
| National Retail Federation | Board Director & Executive Committee | 2021–present | Governance and strategy contributions |
| National Retail Federation | Chair, Financial Executives Council | 2013–2017 | Finance leadership in retail industry |
Board Governance
- Committee assignments: Compensation Committee member; Governance & Nominating Committee member .
- Independence: Board determined all non-employee directors are independent under NYSE standards and Company guidelines (2025 review) .
- Attendance: Board met 16 times in fiscal 2024, and each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee held 5 meetings (2024) ; Governance & Nominating Committee held 4 meetings (2024) .
- Compensation Committee interlocks: Committee includes Colombo, Eddy, Fitzgerald, Schorr, Stone, Fink; none of Eddy, Fitzgerald, Schorr, Stone or Fink has ever been a DKS officer/employee; Colombo is a former DKS officer (1988–2011). No cross-committee/officer interlocks with other companies’ executives .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 120,000 | Structure includes $100,000 annual cash retainer plus additional committee membership fees |
| Stock Awards – Grant Date Fair Value ($) | 180,199 | Restricted stock/RSUs granted June 12, 2024 at $221.92 closing price |
| Total ($) | 300,199 | No options, bonus, or other comp disclosed |
| Director Equity Grant Details | Value |
|---|---|
| Grant date | June 12, 2024 |
| Closing price used | $221.92 |
| Unvested restricted stock/RSUs outstanding (as of Feb 1, 2025) | 812 (each non-employee director) |
| Vesting schedule | Vests on earlier of 1-year from grant or next Annual Meeting |
| Ownership guidelines | 5x the annual cash retainer for directors |
- 2025 chair retainers (for context): Compensation Committee Chair $35,000; Governance & Nominating Committee Chair $25,000; otherwise structure unchanged (Eddy is not a chair) .
Performance Compensation
- DKS directors do not receive performance-based awards; equity awards are time-based restricted stock/RSUs with one-year vesting cadence .
- Compensation Committee context (Eddy is a member): Executive incentive design uses quantitative financial metrics.
| Program | Metric(s) | Measurement Period | Payout Range | Gate/Threshold |
|---|---|---|---|---|
| Short-Term Incentive Program (Executives) | Adjusted Non-GAAP EBT | Annual | 0%–200% | NA |
| Performance Unit Award (Executives) | Adjusted Net Sales; Adjusted Non-GAAP EBT | 1-year performance + 2-year time-based vest | 0%–200% | No units earned unless threshold level of Adjusted Non-GAAP EBT met |
| Long-Term Incentive Program (Executives) | Multi-year goals aligned to initiatives; includes EBT threshold | Multi-year | 0%–200% | No units earned unless threshold level of Adjusted Non-GAAP EBT met |
- Clawback policy and restrictions on hedging/pledging are part of governance and compensation highlights .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks or Conflicts |
|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. | Director; also Chairman, President & CEO | DKS independence review did not flag BJ’s-related transactions; Board affirmed independence of non-employee directors |
| National Retail Federation | Chairman; Board & Executive Committee member | External industry leadership; not a commercial counterparty to DKS noted in independence review |
Expertise & Qualifications
- Retail industry leadership with 17+ years at BJ’s and prior PWC audit/advisory work, providing strong finance, accounting, operational and investor relations expertise .
- Executive compensation experience and multi-unit retail acumen; external leadership signals via NRF roles .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Class B Shares Beneficially Owned | % of Class (Common) | % of Class (Class B) | Voting Power % |
|---|---|---|---|---|---|
| Robert W. Eddy | 2,436 | — | <1% (denoted “*”) | — | — |
- Ownership guideline: directors must hold stock equal to 5x annual cash retainer; as of the 2025 record date, all directors were in compliance .
- Hedging/pledging restrictions in place per governance highlights .
- Unvested restricted stock/RSUs outstanding for each non-employee director: 812 (as of Feb 1, 2025) .
Governance Assessment
- Board effectiveness: Eddy adds current operator perspective as CEO of a scaled retailer, and deep finance/accounting credibility; his committee roles (Compensation; Governance & Nominating) align with his experience .
- Independence and conflicts: 2025 independence review affirmed all non-employee directors as independent; disclosed vendor/landlord relationships for other directors did not include BJ’s, suggesting low conflict risk for Eddy at DKS .
- Attendance and engagement: Board met 16 times; directors met at least the 75% attendance threshold; all attended the 2024 Annual Meeting—demonstrating baseline engagement .
- Compensation alignment: Director pay mix is cash plus time-based equity with one-year vesting and 5x retainer ownership requirement—aligning interests while avoiding pay-for-performance distortions in board oversight roles .
- Compensation committee posture: Clear quantitative metrics for executive pay (EBT, Net Sales) with gating mechanisms; committee report signed by Eddy and peers indicates active oversight, with charter publicly available .
RED FLAGS
- None identified specific to Eddy in DKS’s independence review; no related-party transactions disclosed involving BJ’s or personal entities .
- Overboarding risk appears contained: DKS enforces limits on other public boards, and Eddy’s single other public company directorship (BJ’s) plus industry association roles are typical for senior operators; Board committees are 100% independent .
Watch items
- Time commitment: As Chairman & CEO of BJ’s, monitor for any future overboarding or conflicting time demands; DKS maintains no-overboarding limits and annual independence review .
- Equity alignment: Continue tracking compliance and any hedging/pledging exceptions; current disclosure indicates restrictions and compliance .
Notes on Disclosures
- Director-specific severance, change-in-control, or perquisite details are not disclosed for non-employee directors in the proxy; DKS director compensation comprises cash retainers and restricted stock with one-year vesting .
- Say-on-pay results and compensation peer group details pertain to executive compensation and are not tied to individual director pay in the proxy sections reviewed .