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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. Compensation
Program Design
The Compensation Committee, in consultation with our Chairman
and Chief Executive Officer, has designed our executive
compensation program to reward the achievement of specific
annual Company financial metrics and to align executives’
interests with those of our stockholders by rewarding
performance that increases stockholder value. To that end, our
plans emphasize variable, performance-based pay.
Historically, we have not had a rigid policy or target for the
allocation between either cash and non-cash or short-term and
long-term incentive compensation. Rather, the Compensation
Committee, in consultation with our Chairman and Chief Executive
Officer, has maintained the flexibility to reallocate between
these variables as circumstances dictate. Set forth below is a
table for fiscal year 2008 that shows the percentage of
compensation for each of our named executive officers that is
considered to be “at risk”, as compared to the
percentages reflected in the Hay Retail Survey and our Peer
Group. Percentages used in this table reflect 2008 base pay,
2007 bonus paid in 2008 and the value of the 2008 annual equity
grant. The value of equity is derived using the fair market
value of the stock on March 26, 2008, the date before the
grant was approved and a Black Scholes factor (excluding
expected forfeiture rates). The above valuation methodology was
used to ensure the appropriate comparison with market data.
Although the overall percentage of at-risk pay is high, the
components that make up this portion of our executive officer
compensation package are designed to mitigate excessive risk
taking by emphasizing long-term compensation and financial
performance metrics correlated with stockholder value. For
example, the annual bonus
Table of Contents
plan consists of solid foundational metrics that focus not just
on sales, but on profitable sales. Also, our equity plan allows
for the issuance of a balance of both stock options and
restricted stock; the inclusion of restricted stock with a
three-year cliff vesting period shifts the emphasis from
short-term results and decisions, while the use of stock options
helps us to maintain a strong focus on long-term improvement.
The combination of strong profit orientation in the short-term
bonus plan and the balanced equity program design encourages our
executive officers to make thoughtful, sound business decisions
that support the Company’s growth strategy while at the
same time protecting stockholder interests.
This excerpt taken from the DKS DEF 14A filed May 7, 2008. Compensation
Program Design
The Compensation Committee, in consultation with our Chairman
and Chief Executive Officer, has designed our executive
compensation program to reward the achievement of specific
annual Company financial metrics and to align executives’
interests with those of our stockholders by rewarding
performance that increases stockholder value. To that end, our
plans emphasize variable, performance-based pay.
We historically have not had a rigid policy or target for the
allocation between either cash and non-cash or short-term and
long-term incentive compensation. Rather, the Compensation
Committee, in consultation with our Chairman and Chief Executive
Officer, has maintained the flexibility to make allocation
between these variables as circumstances dictate. In fiscal year
2007 for our named executive officers, the variable pay
components (i.e. bonus and equity awards) of their total direct
compensation mix ranged from 79% to 81%, with the Chairman and
Chief Executive Officer’s variable pay at 89% of total
direct compensation. This compares to a retail market benchmark,
generated in connection with the Hay Retail Survey, of 56% to
74%.
Although the Company has no formal policy related to such
matters, generally, the Company has not adjusted or permitted
recovery of awards or payments where the relevant performance
measures upon which they were based were restated or otherwise
adjusted in a manner that would have reduced the size of an
award or payment (although the Company has done so in certain
instances).
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