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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. The
Compensation Committee
Messrs. Fuente (Chairperson), Schorr and Stone comprise our
Compensation Committee. Our Compensation Committee Charter,
which was amended in December 2004 and March 2007 to reflect
changes in the NYSE and SEC rules relating to corporate
governance and compensation disclosure and discussion, is
available on the Investor Relations portion of our website
(www.dickssportinggoods.com), and a printed copy may be obtained
by contacting our Investor Relations Department, at 300 Industry
Drive, RIDC Park West, Pittsburgh, PA 15275, or via email at
investors@dcsg.com. Our Compensation Committee monitors our
stock and incentive and stock purchase plans, establishes the
terms and conditions of all equity awards, recommends an overall
compensation policy for the Company, discharges the Board’s
responsibilities relating to compensation of the officers and
directors of the Company and advises the Board regarding
management succession. The Compensation Committee does have the
authority under its charter to delegate any of its duties and
responsibilities (or functions) to a subcommittee of the
Compensation Committee consisting of one or more members, as
appropriate, and has authorized a subcommittee consisting of our
Chairman and Chief Executive Officer, Executive Vice President,
Finance, Administration and Chief Financial Officer and Senior
Vice President- Human Resources, to issue interim equity award
grants as may be necessary, in compliance with the authorizing
resolutions and Delaware law.
The Company’s compensation program for executives generally
has consisted of three key elements: a base salary, a
performance-based annual bonus payable in cash, and periodic
grants of stock-based compensation, such as stock options and
restricted stock. Under this approach, compensation for
executive officers involves a high proportion of pay that is
“at risk,” in the form of the annual bonus, which
takes into account personal performance but is also based, in
significant part, on the Company’s performance. In
addition, stock-based compensation such as stock options and
restricted stock relate a significant portion of long-term
remuneration directly to stock price appreciation realized by
all of the Company’s stockholders.
Base salaries for our executive officers other than our Chief
Executive Officer, including any annual or other adjustments,
are based upon recommendations by our Chief Executive Officer,
and take into account such factors as salary norms in comparable
businesses, a qualitative assessment of the nature of the
position, and the contribution and experience of the officer.
During fiscal 2008, recommendations relating to executive
officers subject to Section 162(m) of the Internal Revenue
Code were reviewed and approved by the Compensation Committee.
Awards of annual bonuses to executive officers who are subject
to Section 162(m) of the Internal Revenue Code were made by
the Compensation Committee and all other bonuses paid to
non-executive officers were made in accordance with a formula
established by the Compensation Committee and Chief Executive
Officer. Company management engaged the Hay Group to provide
consultation services regarding executive compensation in 2007
and 2008, and to assist in determining or recommending the
amount of executive compensation for fiscal 2008 and 2009. See
page 22 of this proxy statement under “Compensation
Discussion and Analysis” for more information regarding
the services provided by the Hay Group.
Under the Company’s annual bonus program, executive
officers and certain other employees are eligible to receive
cash bonuses based upon the Company’s attainment of
specific performance goals, primarily total Company earnings
before taxes and sales, as recommended by the Chief Executive
Officer and approved by the Compensation Committee. Target
incentive bonus opportunities are established at the beginning
of the fiscal year, as measured generally by earnings before
taxes and sales. A specified percentage of a bonus program
participant’s annual salary is used to determine any amount
to be paid. A minimum level of performance is established below
which no bonus award is paid, levels of performance at which
specified percentages of the bonus will be paid, and a maximum
level of performance above which no additional bonus would be
paid. For additional information regarding our Compensation
Committee processes and procedures for the consideration and
determination of executive officer compensation, see
“Compensation Discussion and Analysis” starting
on page 20 of this proxy statement.
Table of Contents
During fiscal 2008, the Compensation Committee operated under
guidelines for equity awards which are generally applicable to
all eligible employees. Under these guidelines, grants of stock
options
and/or
restricted stock are generally made on an annual basis in
amounts that take into account such factors as market data on
total compensation packages, the value of equity awards at
targeted external companies, total stockholder return, share
usage and stockholder dilution. In appropriate cases, however,
special grants may be authorized outside of the annual-grant
framework. All decisions to grant stock options or restricted
stock are in the sole discretion of the Compensation Committee
and, except for grants to the Chief Executive Officer, are based
upon recommendations from the Chief Executive Officer. However,
in limited circumstances, a subcommittee consisting of our Chief
Executive Officer, Chief Financial Officer and Senior Vice
President- Human Resources has been delegated authority to grant
awards to non-executive officers in accordance with Delaware law.
Mr. Stack, our Chairman and Chief Executive Officer, is
eligible to participate in the same executive compensation
program available to other Company executive officers, and his
total annual compensation, including compensation derived from
the annual bonus program, was set by the Compensation Committee
based on the same factors as other executives. Payments earned
by Mr. Stack are included in the “Summary
Compensation Table” located on page 33 of this
proxy statement. Mr. Stack, as a greater than 5%
stockholder, is ineligible to participate in the Company’s
employee stock purchase plan.
This excerpt taken from the DKS DEF 14A filed May 7, 2008. The
Compensation Committee
Messrs. Fuente (Chairperson), Schorr and Stone comprise our
Compensation Committee. Our Compensation Committee monitors our
stock and incentive and stock purchase plans, establishes the
terms and conditions of all stock option grants, recommends an
overall compensation policy for the Company, discharges the
Board’s responsibilities relating to compensation of the
officers and directors of the Company and advises the Board
regarding management succession. The Compensation Committee does
have the authority under its charter to delegate any of its
duties and responsibilities (or functions) to a subcommittee of
the Compensation Committee consisting of one or more members, as
appropriate. The Company’s compensation program for
executives generally has consisted of three key elements: a base
salary, a performance-based annual bonus, which is payable in
cash, and periodic grants of stock-based compensation, such as
stock options and, beginning in 2008, restricted stock. Under
this approach, compensation for executive officers involves a
high proportion of pay that is “at risk,” in the form
of the annual bonus, which takes into account personal
performance but is also based, in significant part, on the
Table of Contents
Company’s performance. In addition, stock-based
compensation such as stock options and restricted stock relate a
significant portion of long-term remuneration directly to stock
price appreciation realized by all of the Company’s
stockholders.
Base salaries for our executive officers other than our Chief
Executive Officer, including any annual or other adjustments,
are based upon recommendations by the Chief Executive Officer,
taking into account such factors as salary norms in comparable
businesses, a qualitative assessment of the nature of the
position and the contribution and experience of the officer.
During fiscal 2007, recommendations relating to executive
officers subject to Section 162(m) of the Internal Revenue
Code were reviewed and approved by the Compensation Committee.
Awards of annual bonuses to executive officers who are subject
to Section 162(m) of the Internal Revenue Code were made by
the Compensation Committee and all other bonuses paid to
non-executive officers were made in accordance with a formula
established by the Compensation Committee and Chief Executive
Officer. Company management engaged the Hay Group to provide
consultation services regarding executive compensation in the
fall of 2007, and to assist in determining or recommending the
amount of executive compensation for fiscal 2007 and 2008. See
page 21 of this proxy statement under “Compensation
Discussion and Analysis” for more information regarding
the services provided by the Hay Group.
Under the Company’s annual bonus program, executive
officers and certain other employees are eligible to receive
cash bonuses based upon the Company’s attainment of
specific performance goals, primarily total company earnings
before taxes and sales, as recommended by the Chief Executive
Officer and approved by the Compensation Committee. Target
incentive bonus opportunities are established at the beginning
of the fiscal year, as measured generally by earnings before
taxes and sales. A specified percentage of a bonus program
participant’s annual salary is used to determine any amount
to be paid. A minimum level of performance is established below
which no bonus award is paid, levels of performance at which
specified percentages of the bonus will be paid, and a maximum
level of performance above which no additional bonus would be
paid. For additional information regarding our Compensation
Committee processes and procedures for the consideration and
determination of executive officer compensation, see
“Compensation Discussion and Analysis” starting
on page 19 of this proxy statement.
During fiscal 2007, the Compensation Committee operated under
guidelines for stock option grants which are generally
applicable to all eligible employees. Under these guidelines,
grants of stock options or, beginning in 2008, grants of
restricted stock, are generally made on an annual basis in
amounts that take into account such factors as market data on
total compensation packages, the value of stock option grants
and restricted stock at targeted external companies, total
stockholder return, share usage and stockholder dilution. In
appropriate cases, however, special grants may be authorized
outside of the annual-grant framework. All decisions to grant
stock options or restricted stock are in the sole discretion of
the Compensation Committee and, except for grants to the Chief
Executive Officer, are based upon recommendations from the Chief
Executive Officer. However, in limited circumstances, a
subcommittee consisting of our Chief Executive Officer, Chief
Financial Officer and Senior Vice President- Human Resources has
been delegated authority to grant stock options or restricted
stock to non-executive officers in accordance with Delaware law.
Mr. Stack, Chairman and Chief Executive Officer, is
eligible to participate in the same executive compensation
program available to other Company executive officers, and his
total annual compensation, including compensation derived from
the annual bonus program, was set by the Compensation Committee
based on the same factors as other executives. Payments earned
by Mr. Stack are included in the “Summary
Compensation Table”. Mr. Stack, as a greater than
5% stockholder, is ineligible to participate in the
Company’s employee stock purchase plan.
Our Compensation Committee Charter, which was amended in
December 2004 to reflect changes in the New York Stock
Exchange Rules relating to corporate governance and in March
2007 to reflect changes to Section 402 of
Regulation S-K
made by the SEC relating to compensation disclosure and
discussion, is available on the Investor Relations portion of
our website (www.dickssportinggoods.com), and a printed copy may
be obtained by contacting our Investor Relations Department, at
300 Industry Drive, RIDC Park West, Pittsburgh, PA 15275, or via
email at investors@dcsg.com.
Table of Contents
This excerpt taken from the DKS DEF 14A filed May 3, 2007. The
Compensation Committee
Messrs. Fuente (Chairperson) and Schorr comprise our
Compensation Committee. Our Compensation Committee monitors our
stock option and stock purchase plans, establishes the terms and
conditions of all stock option grants, recommends an overall
compensation policy for the Company, discharges the Board’s
responsibilities relating to compensation of the officers and
directors of the Company and advises the Board regarding
management succession. The Compensation Committee does have the
authority under its charter to delegate any of its duties and
responsibilities (or functions) to a subcommittee of the
Compensation Committee consisting of one or more members, as
appropriate. The Company’s compensation program for
executives generally has consisted of three key elements: a base
salary, a performance-based annual bonus, which is payable in
cash, and periodic grants of stock-based compensation, such as
stock options. Under this approach, compensation for these
officers involves a high proportion of pay that is “at
risk,” in the form of the annual bonus, which takes into
account personal performance but is also based, in significant
part, on our performance. In addition, stock-based compensation
such
Table of Contents
as stock options relate a significant portion of long-term
remuneration directly to stock price appreciation realized by
all of the Company’s stockholders.
Base salaries for our executive officers other than the Chief
Executive Officer, including any annual or other adjustments,
are based upon recommendations by the Chief Executive Officer,
taking into account such factors as salary norms in comparable
businesses, a subjective assessment of the nature of the
position and the contribution and experience of the officer.
During fiscal 2006, recommendations relating to executive
officers subject to Section 162(m) of the Internal Revenue
Code were reviewed by the Compensation Committee. Awards of
annual bonuses to executive officers who are subject to
Section 162(m) of the Internal Revenue Code were made by
the Compensation Committee and all other bonuses paid to
non-executive officers were made in accordance with a formula
established by the Compensation Committee and Chief Executive
Officer. Neither the Company nor the Compensation Committee has
engaged, whether on a formal or informal basis, any compensation
consultants to assist in determining or recommending the amount
or form of executive and director compensation for fiscal 2006.
Under the Company’s annual bonus program, executive
officers and certain other employees are eligible to receive
cash bonuses based upon the Company’s attainment of
specific performance goals, primarily total company earnings, as
recommended by the Chief Executive Officer and approved by the
Compensation Committee. Target incentive bonus opportunities are
established at the beginning of the fiscal year as measured
generally by earnings before taxes at the total Company level. A
specified percentage of a bonus program participant’s
annual salary is used to determine any amount to be paid. A
threshold level of performance is established below which no
bonus award is paid, levels of performance at which specified
percentages of the target bonus will be paid, and a maximum
level of performance above which no additional bonus would be
paid. For additional information regarding our Compensation
Committee processes and procedures for the consideration and
determination of executive officer compensation, see
“Compensation Discussion and Analysis” starting
on page 19 of this proxy statement.
During fiscal 2006, the Compensation Committee operated under
guidelines for stock option grants which are generally
applicable to all eligible employees. Under these guidelines,
stock option grants are generally made on an annual basis in
amounts that take into account such factors as market data on
total compensation packages, the value of stock option grants at
targeted external companies, total stockholder return, share
usage and stockholder dilution. In appropriate cases, however,
special grants may be authorized outside of the annual-grant
framework. All decisions to grant stock options are in the sole
discretion of the Compensation Committee and, except for grants
to the Chief Executive Officer, based upon recommendation from
the Chief Executive Officer. In limited circumstances, the Chief
Executive Officer has been delegated authority to grant stock
options to non-executive officers in accordance with Delaware
law.
Mr. Stack, Chairman and Chief Executive Officer, is
eligible to participate in the same executive compensation
program available to other Company executives and his total
annual compensation, including compensation derived from the
annual bonus program, was set by the Compensation Committee
based on the same factors as other executives. Payments earned
by Mr. Stack are included in the Summary Compensation
Table. Mr. Stack, as a greater than 5% stockholder, is
ineligible to participate in the Company’s employee stock
purchase plan.
Our Compensation Committee Charter, which was amended in
December 2004 to reflect changes in the New York Stock Exchange
Rules relating to corporate governance and in March 2007 to
reflect changes to Section 402 of
Regulation S-K
made by the SEC relating to compensation disclosure and
discussion, is available on the Investor Relations portion of
our website (www.dickssportinggoods.com), and a printed copy may
be obtained by contacting our Investor Relations Department, at
300 Industry Drive, RIDC Park West, Pittsburgh, PA 15275,
or via email at investors@dcsg.com.
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