Sandeep Mathrani
DICK'S SPORTING GOODSAbout Sandeep Mathrani
Independent director at DICK’S Sporting Goods since 2020; age 62. A 30+ year real estate operator and public-company CEO (WeWork, Brookfield Properties REIT, GGP) now serving as a Director at Sycamore Partners. Audit Committee member and designated “audit committee financial expert.” Education: B.E., M.Eng., and M.Mgt. Science, Stevens Institute of Technology.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork | Chief Executive Officer; Chairman | CEO 2020–2023; Chair 2022–2023 | Led turnaround of commercial real estate platform (biographical highlight) |
| Brookfield Properties REIT, Inc. | Chief Executive Officer | 2018–2020 | Public REIT leadership |
| General Growth Properties (GGP), Inc. | Chief Executive Officer | 2010–2018 | Led large U.S. retail REIT (biographical highlight) |
| Sycamore Partners, LP | Director | 2023–present | Private equity, consumer/retail real estate expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tanger Factory Outlet Centers, Inc. | Director | — | Also noted as a DKS landlord for three store locations (independence reviewed) |
| Bowlero Corporation | Director | — | Public company board service |
| Sycamore Partners, LP | Director | 2023–present | Leads real estate activity (private) |
| Education (credential) | Degrees from Stevens Institute of Technology (B.E., M.Eng., M.Mgt. Science) | — | Technical/management training |
Board Governance
- Committee assignments: Audit Committee member; designated “Audit Committee Financial Expert.” Audit Committee met 9 times in 2024. Not a committee chair.
- Independence: Board re‑affirmed Mathrani’s independence on March 25, 2025 after reviewing real‑estate relationships (Tanger landlord to 3 stores; KP IV Navy, LLC landlord to 1 store where he is a consultant and limited partner with a nominal interest in an affiliate). All non‑employee directors determined independent under NYSE standards.
- Attendance and engagement: Board met 16 times in fiscal 2024; all directors attended at least 75% of aggregate Board and applicable committee meetings and attended the 2024 Annual Meeting.
- Committee composition reference: Audit Committee currently includes Mark J. Barrenechea (Chair), Emanuel Chirico, Sandeep Mathrani, and Desiree Ralls‑Morrison (all independent).
- Board policies: Overboarding guideline limits non‑management directors to no more than two other public boards without Board approval. Regular annual Board/committee/self assessments.
Fixed Compensation (Director)
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non‑employee directors |
| Fees earned (2024, cash) | $120,000 | Paid in calendar 2024; includes any committee/role retainers applicable to him (not chair) |
| Equity grant (2024) | $180,199 grant date fair value | Granted June 12, 2024 at $221.92 per share; time‑based restricted stock/RSUs |
| Unvested RS/RSUs outstanding | 812 shares (as of Feb 1, 2025) | Standard across non‑employee directors |
| Vesting | Earlier of 1 year from grant or next Annual Meeting | Time‑based; no performance criteria |
| Director ownership guideline | 5x annual cash retainer | All directors in compliance as of record date |
| 2025 committee chair retainers (reference) | Comp Chair $35,000; Gov/Nom Chair $25,000 | Mathrani is not a chair |
Performance Compensation (Director)
- Directors do not receive performance‑based compensation; annual equity is time‑based only (no performance metrics).
- Deferral: Non‑Employee Director Compensation Deferral Plan allows deferral of annual/appointment equity awards into RSUs with settlement at separation or a specified future date (plan adopted March 2023).
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Exposure to DKS |
|---|---|---|
| Tanger Factory Outlet Centers, Inc. | Public REIT (retail outlets) | DKS leases three store locations from Tanger; independence reviewed and affirmed. |
| KP IV Navy, LLC (affiliate noted) | Private landlord (1 DKS location) | Mathrani serves as consultant and limited partner with a nominal ownership interest in an affiliate; independence reviewed and affirmed. |
| Bowlero Corporation | Public leisure/entertainment | No disclosed commercial dealings with DKS. |
Independence outcome: After reviewing these relationships on March 25, 2025, the Board determined Mathrani remains independent under NYSE rules.
Expertise & Qualifications
- Real estate and retail property operations (REIT CEO/Chair experience: WeWork, Brookfield Properties REIT, GGP).
- Audit oversight and financial literacy; designated Audit Committee Financial Expert.
- Private equity real‑estate lens via Sycamore Partners.
- Technical/management education (Stevens Institute of Technology).
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 10,398 shares | As of April 14, 2025 record date |
| Ownership % of common stock | <1% | Marked “*” in proxy (<1%) |
| Unvested RS/RSUs included | 812 shares | Included in beneficial tally for directors |
| Pledged shares | None disclosed | Company restricts hedging; pledging strongly discouraged |
| Compliance with director ownership guideline | In compliance | All directors compliant as of record date |
Governance Assessment
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Strengths
- Direct, relevant expertise for DKS store/real‑estate footprint; brings operator’s view to audit/risk (Cyber/data privacy oversight sits with Audit).
- Audit Committee Financial Expert; supports robust financial controls oversight; Audit Committee issued standard clean oversight report for FY2024.
- Good engagement: Board met 16 times; all directors met ≥75% attendance and attended the 2024 Annual Meeting.
- Pay alignment: Director mix balanced—modest cash, meaningful equity with one‑year vest; 5x retainer ownership guideline; all directors compliant.
-
Conflicts/related‑party exposure
- Real estate linkages (Tanger landlord to DKS; KP IV Navy, LLC landlord where Mathrani is consultant/LP with nominal interest) could present perceived conflicts, but were reviewed and independence affirmed (monitoring advisable).
-
Policies and structure
- Independent committees; lead independent director; overboarding limits; regular assessments; restrictions on hedging and pledging; clawback policy—all supportive of board effectiveness.
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RED FLAGS
- Related‑party adjacency via landlord relationships (Tanger; KP IV Navy affiliate). Noted and cleared by Board, but remains a watch item for any expansion of arrangements.
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Investor confidence signals
- Strong say‑on‑pay support in 2024 (99% approval), indicating broad shareholder confidence in governance/compensation frameworks.