Vlad Rak
DICK'S SPORTING GOODSAbout Vlad Rak
Vlad Rak (age 48) is Executive Vice President – Chief Technology Officer at DICK’S Sporting Goods, a role he has held since April 2020; prior roles include CTO at Merck (2019–2020) and VP of Enterprise Architecture at Nike (2016–2019), with earlier senior technology leadership posts at Disney and Wyndham; he also joined the board of Mastech Digital (NYSEAMERICAN: MHH) in April 2022 . Company performance context for FY2024: net sales $13.44B (+3.5% YoY), EPS $14.05 (+15.4% YoY), and EBT margin 11.3%, with incentive plans primarily anchored to Adjusted Non‑GAAP EBT and Adjusted Net Sales; cumulative TSR since 2019 translated a $100 investment to $640 by 2024 year‑end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Merck & Co., Inc. | Senior Vice President & Chief Technology Officer | 2019–2020 | Led enterprise technology strategy and modernization |
| Nike, Inc. | VP, Enterprise Architecture, Innovation, Platforms & Portfolio | 2016–2019 | Scaled enterprise architecture and platforms for digital retail enablement |
| The Walt Disney Company | Senior technology leadership roles | — | Consumer/parks digital infrastructure leadership (prior to 2016) |
| Wyndham Worldwide (now Travel & Leisure) | Senior technology leadership roles | — | Hospitality technology and platforms (prior to 2016) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mastech Digital Inc. (NYSEAMERICAN: MHH) | Director | Apr 2022–present | External public company directorship |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2023 | 675,000 |
| 2024 | 695,000 |
| 2025 | 725,000 (up 4.3% YoY) |
Perquisites and deferred compensation (2024):
- All Other Compensation: $19,420, comprised of 401(k) matching contributions of $19,420 .
- Officers’ Supplemental Savings Plan (deferred comp): Executive contribution $200,000; company match $40,000; year‑end balance $424,221 .
Performance Compensation
Short‑Term Incentive (STIP) – 2024
- Plan metric: Adjusted Non‑GAAP EBT; gate at threshold; 0–200% payout; Rak target set as a % of eligible earnings .
- 2024 payout details:
| Item | Value |
|---|---|
| Eligible earnings ($) | 691,745 |
| Target STIP (% of eligible earnings) | 75% |
| Attainment (% of target) | 163.8% |
| Actual STIP payout ($) | 849,986 |
2025 STIP change:
- Target increased to 100% of eligible earnings (from 75%) for the CTO role .
Annual Equity – 2024 design and awards
- Design: PSUs (1‑year performance on Adjusted Non‑GAAP EBT and Adjusted Net Sales, 50/50 weight) followed by 2‑year time vest; RSAs with 3‑year cliff vest .
- Rak 2024 grant values: RSAs $787,528; PSUs $337,693; total $1,125,220 .
- 2024 PSU performance outcome and vesting:
| Metric | Weight | Target units | Attainment | Units earned | Vesting date |
|---|---|---|---|---|---|
| Adjusted Non‑GAAP EBT / Adjusted Net Sales | 50% / 50% | 1,599 | 157.3% | 2,515 | Apr 3, 2027 |
Long‑Term Incentive Program (LTIP) – 2023 cycle
- Metrics and weights: Adjusted Net Sales (40%), Adjusted Non‑GAAP EBT (40%), Adjusted Merchandise Margin Retention (20%); 2‑year performance, cliff vest at 2 years .
- Rak 2023 LTIP outcome:
| Grant value ($) | Target units | Attainment | Units earned | Vest date |
|---|---|---|---|---|
| 1,250,062 | 8,494 | 118.1% | 10,031 | Apr 3, 2025 |
2025 equity changes (alignment and retention):
- Annual equity weighting for CTO moved to 50% PSUs / 50% RSAs (from 30%/70% in 2024); 2025 annual grant actual value: $1,250,000 .
- 2025 LTIP award value: $1,250,000; metrics expanded to include Adjusted eCommerce Comp Sales Growth and Adjusted External Merchandise Margin %; 2‑year performance plus 1‑year time‑based hold (vests Apr 3, 2028) .
Equity Ownership & Alignment
Beneficial ownership (as of Apr 14, 2025):
- Common shares beneficially owned: 26,559; Class B shares: none; percentage: less than 1% of common; shares outstanding: 56,483,631 common and 23,570,633 Class B .
Stock ownership policy, pledging/hedging, clawback:
- Executive stock ownership guidelines are in place; as of the 2025 record date, all named executive officers were in compliance .
- Hedging prohibited; pledging is strongly discouraged; clawback policy applies to awards and may be enforced per law and listing standards .
Upcoming vesting schedule (as of FY2024 year‑end)
| Vest date | Award type | Units | Market value ($) |
|---|---|---|---|
| Apr 3, 2025 | RSAs (time‑based) | 7,773 | 1,865,909 |
| Apr 3, 2025 | 2023 LTIP PSUs (earned) | 10,031 | 2,407,942 |
| Apr 3, 2026 | RSAs (time‑based) | 6,422 | 1,541,601 |
| Apr 3, 2026 | 2023 Annual PSUs (earned at 110.1%) | 3,031 | 727,592 |
| Apr 3, 2027 | RSAs (time‑based) | 3,729 | 895,146 |
| Apr 3, 2027 | 2024 PSUs (earned at 157.3%) | 2,515 | 603,726 |
Insider transactions (liquidity events)
- On May 30, 2024, exercised 10,011 options at $21.71 and sold the shares at a weighted‑average price of $220.87; value realized $1,993,804 .
Employment Terms
Employment status and agreements
- Start date at DICK’S: April 2020 (EVP–CTO). The company generally has no individual employment, severance, or change‑in‑control agreements with executive officers; equity plans include standard death/disability and certain change‑in‑control treatment per plan terms .
Potential payments upon various scenarios (as of Jan 31, 2025)
| Scenario | Officers’ Plan ($) | RSAs immediate vest ($) | 2022 PSUs ($) | 2023 PSUs ($) | 2023 LTIP ($) | 2024 PSUs ($) |
|---|---|---|---|---|---|---|
| Voluntary resignation/termination without cause | 362,084 | — | — | — | — | — |
| Involuntary (not for cause) | 424,221 | — | — | — | — | — |
| Death | 424,221 | 4,439,146 | 832,708 | 750,021 | 2,482,171 | 612,025 |
| Disability | 424,221 | 4,439,146 | 832,708 | 750,021 | 2,482,171 | 612,025 |
| Retirement (committee discretion on pro‑rata) | 362,084 | — | — | — | — | — |
| Change‑in‑Control (per plan) | 424,221 | — (subject to award assumption) | 832,708 | 750,021 | 2,482,171 | 612,025 |
Other compensation practices
- No tax gross‑ups other than for relocation benefits; no option repricing; independent compensation consultant (WTW) engaged; strong say‑on‑pay support (>99% approval in 2024) .
Compensation Peer Group (benchmarking)
- 2024 peer group included: Academy Sports & Outdoors; Advance Auto Parts; AutoZone; BJ’s Wholesale; Burlington; Dollar Tree; Foot Locker; Kohl’s; NIKE; Ralph Lauren; Ross Stores; The Gap; Tractor Supply; Ulta Beauty; VF Corp; Williams‑Sonoma .
- 2025 changes: Added Best Buy, Starbucks, The TJX Companies, CarMax, and lululemon; removed Advance Auto Parts, Burlington, Dollar Tree, and Kohl’s .
Expertise & Qualifications
- Core credentials: large‑scale retail tech, enterprise architecture, digital platforms, and healthcare IT from roles at Nike and Merck; age 48; education not disclosed in filings .
Investment Implications
- Pay–performance alignment: Rak’s incentives are tightly linked to profitability (Adjusted Non‑GAAP EBT) and growth (Adjusted Net Sales), with 2024 PSU payout at 157.3% and STIP at 163.8% amid strong FY2024 fundamentals, supporting alignment with shareholder value creation .
- Retention risk vs. supply: Substantial upcoming vesting (notably April each year) and a 2025 LTIP with an added one‑year hold increase retentive value; monitor potential selling windows around April vest dates and prior history of option exercise/sales (May 2024) for near‑term trading flow .
- Ownership/skin‑in‑the‑game: Beneficial ownership is modest (<1%), but compliance with ownership guidelines and sizeable unvested equity create ongoing exposure to share performance; hedging prohibited and pledging discouraged, reducing alignment risk .
- Downside protections: No individual severance or CIC agreements; equity vests on death/disability and under certain CIC conditions per plan, limiting outsized golden‑parachute risk while maintaining competitive protections .