Dick's Sporting Goods, Inc PRE 14A, filed Apr 9, 2021

Dick's Sporting Goods, Inc. (DKS)

PRE 14A 2021-04-09 For: 2021-01-30

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Check the appropriate box:
x			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


Dick’s Sporting Goods, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
		N/A
	(2)	Aggregate number of securities to which transaction applies:
		N/A
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		N/A
	(4)	Proposed maximum aggregate value of transaction:
		N/A
	(5)	Total fee paid:
		N/A
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
		N/A
	(2)	Form, Schedule or Registration Statement No.:
		N/A
	(3)	Filing Party:
		N/A
	(4)	Date Filed:
		N/A


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date and Time		To assure your representation at the 2021 Annual Meeting of Stockholders, you are urged to cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, as promptly as possible.
Wednesday, June 9, 2021
7:30 a.m. Eastern Time
Place
Via the Internet, at http://www.virtualshareholdermeeting.com/DKS2021		Voting Methods Include:

Items to be Voted On

(1)	Election of four (4) Class A directors.

(2)	Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for the annual election of directors and eliminate the classified Board structure.
		Telephone
(3)	Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the maximum number of directors to 13.
(4)	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2021.
(5)	Non-binding advisory vote to approve compensation of named executive officers for 2020, as disclosed in these materials.

(6)	Approval of the amendment and restatement of the Company's 2012 Stock and Incentive Plan (as Amended and Restated) to increase the number of authorized shares reserved for issuance under the plan and eliminate certain provisions related to performance-based compensation.	Internet


(7)	Any other matters that properly come before the meeting.

Record Date
	All holders of record of shares of the Company's common stock and Class B common stock at the close of business on April 12, 2021 are entitled to vote at the meeting and any postponements or adjournments of the meeting.	Mail


	A list of stockholders entitled to vote at the meeting may be examined by any stockholder, for any purpose relevant to the meeting, at 345 Court Street, Coraopolis, PA 15108 beginning on May 28, 2021.


By order of the Board of Directors,
		Virtually at the Annual Meeting




	Edward W. Stack
	Executive Chairman & Chief Merchandising Officer


	Page Number			Page Number
ABOUT THE MEETING		1	Does the Board have a retirement policy?		21
What is the purpose of the Annual Meeting?		1	Does the Company have a Code of Ethics?		21
Who is entitled to vote at the Annual Meeting?		1	What is the Company's position on the hedging of Company securities?		21
What are the voting rights of the holders of Dick’s Sporting Goods, Inc. common stock and Class B common stock?		1	How may stockholders communicate with the Board?		22
Who can attend the Annual Meeting?		1	How does the Board determine which directors are considered independent?		22
What constitutes a quorum?		1	What is our policy on Annual Meeting attendance?		22
How do I vote?		2	Compensation Committee Interlocks and Insider Participation		22
How do I request paper copies of the proxy materials?		2	Certain Relationships and Transactions with Related Persons		23
Can I change or revoke my vote after I vote online or return my proxy card?		2	ITEM 2—VOTE TO APPROVE AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS AND ELIMINATE CLASSIFIED BOARD STRUCTURE		24
What are the recommendations of the Board of Directors?		2
What vote is required to approve each item?		3	ITEM 3—VOTE TO APPROVE AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE MAXIMUM NUMBER OF DIRECTORS TO 13		25
We are a controlled company under the New York Stock Exchange rules		4
STOCK OWNERSHIP		5	ITEM 4—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		26
Who are the largest owners of the Company’s stock?		5	Report of the Audit Committee		26
How much stock do the Company’s directors, nominees and executive officers own?		5	Audit and Non-Audit Fees and Independent Public Accountants		27
ITEM 1—ELECTION OF DIRECTORS		8	EXECUTIVE COMPENSATION		28
Directors Standing for Election		7	Compensation Committee Report		28
Other Directors Not Standing for Election at this Meeting		10	Compensation Discussion and Analysis		30
How are our directors compensated?		15	COMPENSATION TABLES		45
Understanding Our Director Compensation Table		15	Summary Compensation Table — 2020, 2019, 2018		45
CORPORATE GOVERNANCE		17	Grants of Plan-Based Awards Table — 2020		39
How often did the Board meet during fiscal 2020?		17	Outstanding Equity Awards At Fiscal Year End Table — 2020		47
What committees has the Board established and how often did they meet during fiscal 2020?		17	Option Exercises and Stock Vested Table — 2020		48
How is our Board leadership structured?		19	Pension Benefits		49
What is the Board’s role in the oversight of risk management?		20	Nonqualified Deferred Compensation Table — 2020		49
What is the Company's approach to Environmental, Social and Governance Initiatives?		20	Potential Payments upon Termination or Change-in-Control		50
How is Board and director performance evaluated?		20	ITEM 5—NON-BINDING ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS		54
How does the Board select its nominees for director?		20


Filed by the Registrant x			Filed by a Party other than the Registrant o


			Dick’s Sporting Goods, Inc. 345 Court Street Coraopolis, PA 15108


2021 ANNUAL MEETING OF STOCKHOLDERS
	Date and Time:	Wednesday, June 9, 2021, 7:30 a.m. Eastern Time
	Place:	Via the Internet, at http://www.virtualshareholdermeeting.com/DKS2021
	Record Date:	April 12, 2021
	Voting:	Stockholders of our common stock as of the record date are entitled to cast one (1) vote for each share held of record and holders of our Class B common stock are entitled to cast ten (10) votes for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors.
	As part of our precautions regarding COVID-19, we have decided to again hold our Annual Meeting exclusively by remote communication (i.e. a virtual meeting format), which allows us to proceed with our Annual Meeting while mitigating the health and safety risks to participants. You will be able to attend the Annual Meeting via the Internet, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend you access the Annual Meeting prior to its start time so you have sufficient time to check in before the meeting starts.


VOTING MATTERS AND BOARD RECOMMENDATION
Proposal	Board's Recommendation	Page Reference
1. Election of four (4) Class A directors, each for a term that expires either in 2022, if Item 2 is approved by the stockholders, or in 2024, if Item 2 is not approved by the stockholders	FOR	9
2. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for the annual election of directors and eliminate the classified Board structure.	FOR	24
3. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the maximum number of directors to 13.	FOR	25
4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2021.	FOR	26
5. Non-binding advisory vote to approve compensation of named executive officers for 2020, as disclosed in these materials.	FOR	54
6. Approval of the amendment and restatement of the Company's 2012 Stock and Incentive Plan (as Amended and Restated) to increase the number of authorized shares reserved for issuance under the plan and eliminate certain provisions related to performance-based compensation.	FOR	56


			follow the instructions on the website www.proxyvote.com/dks;
			call 1-800-690-6903 and follow the instructions provided;
			if you received a proxy card in the mail, complete and return the paper proxy card to the Company; or
			attend the 2021 Annual Meeting of Stockholders via the Internet and follow the on-screen instructions.


			by following the instructions at www.proxyvote.com/dks;
			by following the instructions for a paper copy after calling 1-800-579-1639; or
			by sending a blank e-mail to sendmaterial@proxyvote.com containing your control number (located on your Notice) in the subject line.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percentage of Common Stock(1)		Percentage of Class B Common Stock(1)

Common Stock	FMR, LLC 245 Summer Street Boston, MA 02210	7,406,201	(2)	11.21	%	—
Common Stock	BlackRock Inc. 55 East 52nd Street New York, NY 10055	5,379,154	(3)	8.20%		—
Common Stock	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	5,313,750	(4)	8.08	%	—
Common Stock	LSV Asset Management 155 N. Wacker Drive Suite 4600 Chicago, IL 60606	3,601,452	(5)	5.48	%	—


	Shares Beneficially Owned
	Number				Percent
Named Executive Officers, Directors and Nominees	Common Stock		Class B Common Stock		Common Stock(1)	Class B Common Stock(1)	Voting Power

Edward W. Stack	2,029,678	(2)	16,798,605	(3)	[ ]%	[ ]%	[ ]%
Lee J. Belitsky	441,724	(4)	—		*	—	*
Lauren R. Hobart	491,491	(5)	—		*	—	*
Vlad Rak	81,708	(6)	—		*	—	*
Donald J. Germano	226,512	(7)	—		*	—	*
Mark J. Barrenechea	29,918	(8)	—		*	—	*
Emanuel Chirico	122,882	(9)	—		*	—	*
William J. Colombo	258,404	(10)	5,867,217	(11)	*	[ ]%	[ ]%
Anne Fink	15,513	(12)	—		*	—	*
Larry Fitzgerald, Jr.	6,225	(13)	—		*	—	*
Sandeep Mathrani	4,810	(14)	—		*	—	*
Desiree Ralls-Morrison	4,810	(15)	—		*	—	*
Lawrence J. Schorr	89,909	(16)	—		*	—	*
Larry D. Stone	139,797	(17)	—		*	—	*
All Directors and Executive Officers as a group (17 persons total)	4,196,122	(18)	22,665,822		[ ]%	[ ]%	[ ]%


			THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PERSONS NOMINATED TO SERVE AS CLASS A DIRECTORS.


Name(1) (a)	Fees Earned or Paid in Cash ($)(2) (b)	Stock Awards ($)(3) (c)	Option Awards($)(4) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)

Mark J. Barrenechea	$100,000	$159,998	—	—	—	—	$259,998
Vincent C. Byrd (5)	$97,500	$159,998	—	—	—	—	$257,498
Emanuel Chirico	$90,000	$159,998	—	—	—	—	$249,998
William J. Colombo	$92,500	$159,998	—	—	—	—	$252,498
Anne Fink	$90,000	$159,998	—	—	—	—	$249,998
Larry Fitzgerald, Jr.	$40,417	$160,003	—	—	—	—	$200,420
Jacqualyn A. Fouse	$37,500	$159,998	—	—	—	—	$197,498
Sandeep Mathrani	$27,500	$160,008	—	—	—	—	$187,508
Desiree Ralls-Morrison	$27,917	$160,008	—	—	—	—	$187,925
Lawrence J. Schorr	$135,000	$159,998	—	—	—	—	$294,998
Larry D. Stone	$117,500	$159,998	—	—	—	—	$277,498
Allen R. Weiss (5)	$69,375	$159,998	—	—	—	—	$229,373


	Fiscal 2019	Fiscal 2020
Audit Fees	$1,460,280	$1,452,143
Audit-Related Fees	29,151	43,838
Tax Fees	113,059	129,580
All Other Fees	4,055	3,790
Total All Fees	$1,606,545	$1,629,351


CD&A INDEX
EXECUTIVE SUMMARY			30
Business Highlights			30
Other Company Highlights			30
Resulting Compensation Actions			31
Conclusion			31
NAMED EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION PHILOSOPHY AND COMPONENTS			32
Fixed Compensation - Driven by Market Competitiveness			32
Variable Compensation - Driven by Company Performance			32
Compensation Allocation - An Emphasis on Variable Compensation			33
2020 COMPENSATION PROGRAM AND ACTIONS TAKEN			35
Base Salary			35
Short-Term Performance-Based Incentive Awards			35
Annual Long-Term Incentive Awards			36
2019 LTIP Special Performance Award			37
CHANGES TO 2021 COMPENSATION			39
Base Salary			39
STIP Design Changes			39
Annual Long-Term Incentive Award Changes			39
GOVERNANCE PRACTICES - STRONG GOVERNANCE UNDERLIES OUR COMPENSATION PROGRAM			40
COMPENSATION DECISION-MAKING PROCESS IS THOROUGH AND BALANCES OBJECTIVE DATA WITH A DEEP UNDERSTANDING OF OUR BUSINESS			41
MARKET DATA - PROVIDES INSIGHT INTO INDUSTRY PRACTICES			42
STOCK OWNERSHIP GUIDELINES KEEP OUR EXECUTIVES INVESTED			43
ADDITIONAL INFORMATION			43


			THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE PROPOSED DECLASSIFICATION CHARTER AMENDMENT TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS AND ELIMINATE THE COMPANY’S CLASSIFIED BOARD STRUCTURE.


						See Appendix C for the GAAP to non-GAAP reconciliations for each year shown and the rationale for the use of such metric. The Company did not report EPS on a Non-GAAP basis for fiscal 2018. *FY17 comprises 53 weeks


			Say-On-Pay Vote Results in 2020
			We held an advisory vote at the 2020 Annual Meeting of Stockholders where we asked our stockholders to approve, on a non-binding advisory basis, the compensation paid to our named executive officers in 2019. The Company received more than 94% approval of the votes cast with respect to the 2019 compensation paid to our named executive officers. Because the Company is a "controlled company," the Compensation Committee also considered the voting results from the Company’s unaffiliated holders of common stock. The Committee took into account the level of stockholder support received, among other factors, in establishing the Company's 2020 compensation policies and programs.


Edward W. Stack*
Executive Chairman & Chief Merchandising Officer (Served as Chairman and Chief Executive Officer during fiscal 2020)
Lauren R. Hobart*
President & Chief Executive Officer (Served as President during fiscal 2020)
Lee J. Belitsky
Executive Vice President — Chief Financial Officer
Vlad Rak
Executive Vice President — Chief Technology Officer
Donald J. Germano
Executive Vice President — Stores

*Effective February 1, 2021, Mr. Stack was appointed as the Company’s Executive Chairman & Chief Merchandising Officer and Ms. Hobart as the Company’s President & Chief Executive Officer.


Name	Position During 2020	2019 Salary	2020 Salary	% Change
Edward W. Stack	Chairman and Chief Executive Officer	$1,100,000	$1,100,000	0.0%
Lee J. Belitsky(1)	Executive Vice President — Chief Financial Officer	$686,200	$775,000	12.9%
Lauren R. Hobart	President	$775,000	$800,000	3.2%
Vlad Rak	Executive Vice President — Chief Technology Officer	N/A	$575,000	N/A
Donald J. Germano	Executive Vice President — Stores	$615,000	$630,375	2.5%


Name	Position During 2020	Threshold	Target	Maximum
		(as a % of eligible earnings) (1)
Edward W. Stack	Chairman and Chief Executive Officer	90%	210%	400%
Lee J. Belitsky	Executive Vice President — Chief Financial Officer	60%	75%	150%
Lauren R. Hobart (2)	President	100%	125%	250%
Vlad Rak	Executive Vice President — Chief Technology Officer	60%	75%	150%
Donald J. Germano	Executive Vice President — Stores	60%	75%	150%


Name	Eligible Earnings(1)	Target Payment (% of Eligible Earnings)	% Attainment (Maximum)	Actual Bonus Payout**
				$	% Eligible Earnings
Edward W. Stack	$1,100,000	210%	190%	$4,400,000	400%
Lee J. Belitsky	$775,000	75%	200%	$1,162,500	150%
Lauren R. Hobart	$800,000	125%	200%	$2,000,000	250%
Vlad Rak(2)	$453,365	75%	200%	$680,048	150%
Donald J. Germano	$630,375	75%	200%	$945,563	150%


Name	Target Award Value	Actual Award Value
Edward W. Stack	$5,000,000	$10,000,000
Lee J. Belitsky	$900,000	$1,500,000
Lauren R. Hobart	$1,200,000	$1,800,000
Vlad Rak(1)	N/A	N/A
Donald J. Germano	$900,000	$900,000


Performance Criteria	Weight	Actual		Payout % of Target	Actual Score
Strategic Categories*	50%	$5,237	Above Max	200%	100%
Digital Sales*	25%	$2,771	Above Max	200%	50%
Vertical Brand Sales*	25%	$1,218	Above Max	200%	50%
Payout (% of Target Shares)					200%
*in millions


Name	Target Shares (#)	Grant Date Value Target	Performance Criteria Payout %	Actual Shares Earned (#)	Award Value(1)
Edward W. Stack	35,112	$1,250,000	200%	70,225	$5,377,831
Lee J. Belitsky	35,112	$1,250,000	200%	70,225	$5,377,831
Lauren R. Hobart	35,112	$1,250,000	200%	70,225	$5,377,831
Vlad Rak(2)	15,605	$424,612	200%	31,210	$2,390,062
Donald J. Germano	35,112	$1,250,000	200%	70,225	$5,377,831


Name	Position During 2021	2020 Salary	2021 Salary	% Change
Lauren R. Hobart(1)	President & Chief Executive Officer	$800,000	$1,100,000	37.5%
Edward W. Stack(1)	Executive Chairman & Chief Merchandising Officer	$1,100,000	$1,100,000	0.0%
Lee J. Belitsky	Executive Vice President — Chief Financial Officer	$775,000	$794,000	2.5%
Vlad Rak	Executive Vice President — Chief Technology Officer	$575,000	$589,000	2.4%
Donald J. Germano	Executive Vice President — Stores	$630,375	$646,000	2.5%


Pay Practices We Utilize
Link pay to performance			We link a significant portion of executive compensation to Company performance. A substantial majority of our named executive officers' fiscal 2020 compensation was variable compensation tied to our financial performance and/or our stock price.
Use of threshold gate for payouts to occur			The Company generally will not pay out short- or long-term performance-based incentive awards unless the Company achieves a threshold level of earnings before taxes even if the Company exceeds other pre-established performance goals. This ensures that an acceptable level of stockholder value is generated before any performance-based incentive compensation is paid. See pages 35 to 37 for further information.
Alignment of performance metrics with Company’s strategy			The variety of performance metrics used in our performance-based incentive programs aligns compensation with successful deployment of the Company's long-term strategy. See pages 35 to 39 for further information.
Dividends on restricted stock are subject to forfeiture			The Company currently pays quarterly dividends. However, all dividends paid on restricted stock (both time and performance based) are accrued and paid only if the underlying restricted stock ultimately vests.
Stock ownership guidelines			Our stock ownership guidelines ensure that our executive officers and directors are financially invested in the Company alongside our stockholders, as further detailed on page 43 of this proxy statement.
No short-sales or hedging and restricted pledging transactions			Our executive officers and directors are strictly prohibited from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions in our common stock. Executive officers and directors are strongly discouraged from pledging our common stock and require pre-approval to do so.
Limited perquisites			We provide limited perquisites. Executive officers and directors are required to reimburse the Company for personal use of the Company’s aircraft. See Perquisites and Other Personal Benefits and Personal Use of Company Aircraft on page 43 to 44 for further information.


Pay Practices We Avoid
No employment agreements with our executive officers			The Company has no employment contracts with its executive officers and is obligated to pay very limited severance in connection with non-competition agreements entered into with certain employees, including our executive officers.
No change-in-control agreements			The Company does not have change-in-control agreements with any of its executive officers.
No automatic accelerated vesting of awards upon a change-in-control			Except for 2019 LTIP, our equity compensation plans do not provide for automatic acceleration of vesting of awards in the event of a change-in-control. See pages 50 to 53 for further information.
No tax gross-ups			Other than for relocation benefits, we do not provide tax gross-ups on compensation or personal benefits. See page 43 for further information.
No repricing underwater stock options			Our equity plan prohibits the repricing of stock options unless our stockholders approve such actions.
No hedging or monetization transactions			Under our Insider Trading Policy, our named executive officers are strictly prohibited from engaging in hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.


Advance Auto Parts, Inc.	Gap, Inc.	Ross Stores, Inc.
Ascena Retail Group, Inc.*	Kohl's Corporation	Tractor Supply Company
AutoZone, Inc.	L Brands, Inc.	Ulta Beauty Inc.
Bed, Bath & Beyond, Inc.	Michaels Stores, Inc.	VF Corporation
Big Lots, Inc.	Ralph Lauren Corporation	Williams-Sonoma, Inc.
Foot Locker, Inc.


Role			Value of Common Stock to be Owned
Executive Chairman and Chief Executive Officer			6 times base salary
Executive Vice Presidents			3 times base salary
Other Executive Officers			1 times base salary
Board of Directors			5 times annual retainer


Year (b)	Salary ($) (c)	Bonus ($) (d)		Stock Awards ($)(1) (e)	Option Awards ($)(2) (f)	Non-Equity Incentive Plan Compensation ($)(3) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) (h)	All Other Compensation ($) (i)		Total ($)(5) (j)

Edward W. Stack,
Chairman and Chief Executive Officer (6)
2020	$1,100,000	$4,400,000	(7)	$7,000,003	$2,999,999	—	$200,000	$73,806	(8)	$15,773,808
2019	$1,084,615	—		$6,500,019	$2,250,010	$4,973,111	$169,621	$70,786		$15,048,162
2018	$1,000,000	—		$4,364,599	$1,500,004	1,932,789	$50,000	$236,013		$9,083,405
Lee J. Belitsky,
Executive Vice President — Chief Financial Officer
2020	$757,930	$1,162,500	(7)	$1,050,003	$450,001	—	$110,058	$5,540	(9)	$3,536,032
2019	$683,663	—		$2,568,848	$270,002	$1,168,364	$37,932	$4,547		$4,733,355
2018	$666,500	—		$1,494,604	$270,004	485,944	$13,285	$4,300		$2,934,637
Lauren R. Hobart,
President (6)
2020	$795,192	$2,000,000	(7)	$1,259,994	$539,998	—	$172,236	$5,692	(9)	$4,773,112
2019	$771,154	—		$3,217,983	$540,003	$2,196,475	$40,707	$4,125		$6,770,447
2018	$734,615	—		$1,704,597	$359,999	714,143	$5,000	$45,564		$3,563,918
Vlad Rak,
Executive Vice President — Chief Technology Officer
2020	$453,365	$1,180,048	(10)	$1,124,616	$300,010	—	$0	$172,674	(11)	$3,230,713
Donald J. Germano,
Executive Vice President — Stores
2020	$627,418	$945,563	(7)	$630,005	$269,999	—	—	$87,694	(12)	$2,560,679
2019	$607,848	—		$2,254,544	$307,505	$996,863	—	$128,524		$4,295,284


Grant Date (b)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base Price of Option Awards ($/Sh)(3) (k)	Grant Date Fair Value of Stock and Option Awards(4) ($) (l)
	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Edward W. Stack
3/22/2020							416,419			$7,000,003
3/22/2020								958,466	$16.81	$2,999,999
Lee J. Belitsky
3/22/2020							62,463			$1,050,003
3/22/2020								133,889	$16.81	$450,001
Lauren R. Hobart
3/22/2020							74,955			$1,259,994
3/22/2020								160,666	$16.81	$539,998
Vlad Rak
5/3/2020				7,803	15,605	31,210				$424,612
5/3/2020							25,726			$700,004
5/3/2020								40,044	$27.21	$300,010
Donald J. Germano
3/22/2020							37,478			$630,005
3/22/2020								80,333	$16.81	$269,999


Name	Option Awards						Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Edward W. Stack
	97,234	—		—	$58.48	4/3/2022
	159,461	—		—	$47.09	4/3/2023
	113,407	37,803	(1)	—	$49.07	4/3/2024
	80,300	80,300	(2)	—	$33.81	4/3/2025
	52,619	157,859	(3)	—	$38.27	4/3/2026
	—	958,466	(4)	—	$16.81	3/22/2027
							103,520	(5)	$6,936,875
							137,184	(6)	$9,192,700
							416,419	(7)	$27,904,237
										70,225	(8)	$4,705,777
Lee J. Belitsky
	49,330	—		—	$58.48	4/3/2022
	65,640	—		—	$47.09	4/3/2023
	15,624	5,209	(1)	—	$49.07	4/3/2024
	15,288	15,290	(2)	—	$33.81	4/3/2025
	6,380	19,140	(3)	—	$38.27	4/3/2026
	—	133,889	(4)	—	$16.81	3/22/2027
							18,634	(5)	$1,248,664
							16,462	(6)	$1,103,119
							62,463	(7)	$4,185,646
										70,225	(8)	$4,705,777
Lauren R. Hobart
	17,506	—		—	$58.48	4/3/2022
	25,573	—		—	$51.02	10/3/2022
	32,820	—		—	$47.09	4/3/2023
	23,437	7,813	(1)	—	$49.07	4/3/2024
	—	20,386	(2)	—	$33.81	4/3/2025
	—	38,280	(3)	—	$38.27	4/3/2026
	—	160,666	(4)	—	$16.81	3/22/2027
							24,845	(5)	$1,664,863
							32,924	(6)	$2,206,237
							74,955	(7)	$5,022,735
										70,225	(8)	$4,705,777
Vlad Rak
	—	40,044	(9)	—	$27.21	5/3/2027
							25,726	(10)	$1,723,899
										31,210	(8)	$2,091,382


	Option Awards			Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)		Number of Shares Acquired on Vesting (#)(d)	Value Realized on Vesting ($) (e)
Edward W. Stack	31,120	$361,632	(1)	115,447	$2,114,989
Lee J. Belitsky	37,137	$650,590	(2)	39,296	$719,902
Lauren R. Hobart	76,239	$1,310,415	(3)	46,215	$846,659
Vlad Rak	—	—		—	—
Donald J. Germano	—	—		19,418	$512,953


Name (a)	Executive Contributions in Last Fiscal Year ($) (b)(1)	Registrant Contributions in Last Fiscal Year ($) (c)(2)	Aggregate Earnings in Last Fiscal Year ($) (d)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last Fiscal Year End ($)(f) (3)
Edward W. Stack	$1,745,779	$200,000	$497,379	$(613,868)	$7,111,172
Lee J. Belitsky	$361,581	$110,058	$592,415	—	$4,362,006
Lauren R. Hobart	$574,119	$172,236	$362,222	—	$2,363,503
Vlad Rak	—	—	—	—	—
Donald J. Germano	—	—	—	—	—