William J. Colombo
DICK'S SPORTING GOODSAbout William J. Colombo
William J. Colombo (age 69) is an independent director and Vice Chairman of DICK’S Sporting Goods, serving on the Board since 2002. He brings more than 48 years of retail experience with deep expertise in operations, marketing, and strategy, informed by over 35 years of company-specific leadership at DICK’S and prior roles at J.C. Penney . The Board affirms his independence annually; in 2025 it specifically reviewed his trustee role over family trusts related to the Stack family and still determined independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICK’S Sporting Goods, Inc. | Interim Chief Marketing Officer | 2010–2011 | Oversight of brand/marketing during transition |
| DICK’S Sporting Goods, Inc. | President & Chief Operating Officer | 2002–2008 | Led operations through growth period |
| DICK’S Sporting Goods, Inc. | EVP & Chief Operating Officer | 2000–2002 | Operational leadership |
| DICK’S Sporting Goods, Inc. | President, dsports.com LLC | 1998–2000 | Early eCommerce leadership |
| DICK’S Sporting Goods, Inc. | EVP & Chief Operating Officer | 1995–1998 | Store and supply chain ops |
| DICK’S Sporting Goods, Inc. | Various Leadership Roles | 1988–1995 | Progressive retail leadership |
| J.C. Penney Company, Inc. | Various Field & District Positions | 1977–1988 | On-the-ground retail operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibraltar Industries | Director (former) | Not disclosed | Former public company directorship |
Board Governance
| Item | Details |
|---|---|
| Committees | Compensation Committee (member); Governance & Nominating Committee (member) |
| Committee Meetings (FY 2024) | Compensation: 5; Governance & Nominating: 4 |
| Responsibilities (high level) | Compensation: exec/director pay oversight; equity plan admin; risk monitoring . Governance & Nominating: board composition, succession, annual self-evaluations; oversight of corporate responsibility and sustainability . |
| Independence | Board affirms all non-employee directors (including Colombo) are independent; 2025 review specifically considered Colombo’s trustee role over Stack family trusts . |
| Attendance & Engagement | Board met 16 times in FY 2024; each director attended ≥75% of aggregate Board and applicable committee meetings; independent directors hold regular executive sessions; all directors attended 2024 Annual Meeting . |
| Lead Independent Director | Lawrence J. Schorr (Lead Director since 2012) with defined responsibilities for agendas, executive sessions, liaison functions, investor engagement . |
| Board Service Policies | Mandatory retirement resignation at age 72 (Board may accept/reject); overboarding limits (non-management: max two other public boards without approval) . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Includes annual retainer and committee membership retainers; amounts reflect fees paid in calendar 2024 . |
| Stock Awards (RSU/Restricted Stock) | $180,199 | Grant date June 12, 2024; fair value based on $221.92 closing price per share; 812 unvested shares outstanding as of Feb 1, 2025 . |
| Options | — | No option awards to non-employee directors . |
| Total | $300,199 | Summation of cash and equity grant fair value . |
| Structure (for all directors) | $100,000 annual cash retainer; $180,000 annual restricted stock grant; additional retainers for committee memberships and Lead Director; RSU/Restricted Stock vests at first anniversary or next Annual Meeting . | |
| 2025 Chair Retainers | Compensation Chair: $35,000; Governance & Nominating Chair: $25,000 (structure otherwise unchanged) . | |
| Ownership Guidelines | Directors must hold stock equal to 5× annual cash retainer; as of 2025 record date, all directors were compliant . |
Performance Compensation
| Metric/Feature | Detail | Disclosure |
|---|---|---|
| Performance-based annual bonus | None for directors | No non-equity incentive plan compensation . |
| Performance-based equity | None for directors | Equity is time-based restricted stock/RSUs vesting in one year . |
| Vesting Schedule | Sooner of first anniversary of grant or next Annual Meeting | Director grants issued post-Annual Meeting; vest as noted . |
| Deferral | Non-Employee Director Compensation Deferral Plan (adopted Mar 2023) allows deferral of equity awards into RSUs until specified date or board departure | Same vesting terms as restricted stock; settlement deferred per election . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Former Public Company Directorship | Gibraltar Industries (Director) . |
| Compensation Committee Interlocks | Compensation Committee comprised entirely of non-employee directors; Colombo previously an officer (1988–2011). Company discloses no interlocks where DKS executives sit on boards of companies whose executives serve on DKS’s Board/Comp Committee . |
| Independence Review Factors | 2025 independence review expressly considered Colombo’s trustee role over Stack family trusts; Board concluded independence under NYSE and company guidelines . |
Expertise & Qualifications
- 48+ years in retail, with expertise in operations, marketing, and strategic leadership at scale; significant company-specific knowledge and history of operational leadership roles at DICK’S .
- Brings eCommerce leadership (dsports.com) and omni-channel retail perspective to oversight .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Voting Power | Notes |
|---|---|---|---|---|
| Common Stock | 263,405 | * (<1%) | * | Includes 812 restricted stock subject to vesting; includes 90,393 shares held by trust for Mr. Stack’s children where Colombo is trustee with voting/dispositive power but no pecuniary interest . |
| Class B Common Stock | 8,961,222 | 38.02% | 30.76% | Held by trusts for benefit of Mr. Stack’s children where Colombo serves as trustee or co-trustee with sole/shared voting and dispositive power; no pecuniary interest . |
| Director RSU/Restricted Stock Outstanding | 812 | N/A | N/A | Unvested as of Feb 1, 2025 for each non-employee director . |
| Ownership Guidelines Compliance | Compliant | N/A | N/A | Directors required to hold 5× cash retainer; all directors were in compliance as of 2025 record date . |
Governance Assessment
- Committee engagement: Active member of Compensation and Governance & Nominating—key levers over pay, succession, board composition, and sustainability oversight. Both committees are fully independent; meeting cadence in FY 2024 was robust (Comp: 5; Gov/Nom: 4) .
- Independence signal: Despite very long tenure and prior executive service at DICK’S (1988–2011), the Board reaffirms Colombo’s independence annually. In 2025, independence was affirmed even considering his trustee role over large Class B holdings associated with the Stack family .
- Ownership alignment: Significant beneficial ownership influence via trustee roles—38.02% of Class B—confers voting/dispositive power without pecuniary interest; alignment is reinforced by 5× retainer ownership guidelines and one-year equity vesting, with all directors in compliance .
- Director pay structure: Balanced cash and time-based equity (no options, no performance awards), which reduces pay-for-performance risk but may limit performance-linked accountability at the director level. Equity grants vest within one year, consistent with annual director terms and alignment intent .
- Attendance and engagement: Board attendance threshold met (≥75% for all directors) with regular executive sessions of independent directors and full attendance at the 2024 Annual Meeting, supporting effective oversight .
- RED FLAGS to monitor:
- Trustee voting control: Colombo’s trustee role over 8,961,222 Class B shares and 90,393 common shares (no pecuniary interest) creates potential perceived influence/interlocks with the Stack family that could affect governance dynamics, though independence was affirmed by the Board after review .
- Tenure and prior executive service: Long tenure (since 2002) and historic officer roles can raise independence perception risks; mitigants include annual independence reviews, mandatory retirement at 72, and fully independent committees .
- Say-on-pay context and culture: Company highlights stock ownership requirements, clawback policy, and restrictions on hedging/pledging as governance features; while focused on executives, these policies signal broader governance rigor that supports investor confidence .