DEF 14A of Dick's Sporting Goods, Inc., May 2, 2024

DEF 14A of Dick's Sporting Goods, Inc.

Filed May 2, 2024 · FY20230001089063-24-000060

Open on EDGAR

  1. Directors Standing for Election

    Directors Standing for Election The biographies below contain information about the skills and relevant experience that each of our director nominees brings to our Board. These experiences and skills have led the Board to conclude that each nominee should continue to serve as a director of the Company. Mr. Stone, upon reaching the Company’s mandatory retirement age, submitted his offer of resignation in July 2023, but due to the value and skill set that Mr. Stone brings to the Board, the Board rejected his resignation. Mr. Mathrani, upon his departure from WeWork and employment at Sycamore Partners, also tendered his resignation, but the Board similarly rejected his resignation due to the value and skill set that Mr. Mathrani brings to the Board.

  2. Directors Standing for Election

    | | | | | Mark J. Barrenechea, 59 INDEPENDENT | | | QUALIFICATIONS Mr. Barrenechea has over 30 years of experience in the technology industry, both in software management and server manufacturing, and brings insight regarding eCommerce and technology to the Board. Mr. Barrenechea also brings expertise to the Board from his executive and board leadership positions with various public and private companies, including experience with corporate strategy, corporate acquisitions and global operations. CAREER HIGHLIGHTS OpenText Corporation, an information management software products company (Nasdaq) ■Chief Executive Officer (2012 - present) ■Chief Technology Officer (2016 - present) Silicon Graphics International Corporation, a global leader in high performance computing (Nasdaq) ■President and Chief Executive Officer (2007 - 2012) CA Inc., an enterprise information technology management company (Nasdaq) (formerly Computer Associates International, Inc.) ■Executive Vice President, Chief Technology Officer (2003 - 2006) Oracle Corporation, an enterprise software and corporate hardware products and services company (Nasdaq) ■Senior Vice President of Application Development (1997 - 2003) | | Director Since: 2014 COMMITTEES: Audit (Chair) OTHER PUBLIC COMPANY DIRECTORSHIPS: OpenText Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS: Avery Dennison Corporation Hamilton Insurance Group Silicon Graphics International Corporation | |

  3. Directors Standing for Election

    | 2024 PROXY STATEMENT | 11 |

  4. Directors Standing for Election

    | | | | | Emanuel Chirico, 66 INDEPENDENT | | | QUALIFICATIONS Mr. Chirico brings extensive knowledge of the retail industry to our Board along with a deep understanding of the financial, operational and strategic domestic and international issues that face global wholesale and retail companies, gained through his experience as former Chairman and Chief Executive Officer of PVH Corp., a major global apparel company that operates a portfolio of brands including Calvin Klein and Tommy Hilfiger. Mr. Chirico also contributes significant corporate finance, financial reporting and accounting expertise gained as a result of his experience with a large public accounting firm and in his prior role as Chief Financial Officer of PVH Corp. CAREER HIGHLIGHTS PVH Corp., a wholesale and retail apparel company (NYSE) ■Chairman of the Board (2007 - 2021) ■Chief Executive Officer (2006 - 2021) ■President and Chief Operating Officer (2005 - 2007) ■Executive Vice President and Chief Financial Officer (1999 - 2005) ■Controller (1993 - 1999) | | Director Since: 2003 COMMITTEES: Audit OTHER PUBLIC COMPANY DIRECTORSHIPS: Conagra Brands, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS: PVH Corp. | |

  5. Directors Standing for Election

    | 12 | DICK’S SPORTING GOODS, INC. |

  6. Directors Standing for Election

    | | | | | William J. Colombo, 68 INDEPENDENT VICE CHAIRMAN | | | QUALIFICATIONS Mr. Colombo brings more than 45 years of retail experience and insight to the Board, including expertise in operations, marketing and strategy. The Company continues to value his more than 35 years of Company-specific experience. CAREER HIGHLIGHTS DICK’S Sporting Goods, Inc. (NYSE) (Retired) ■Interim Chief Marketing Officer (2010 - 2011) ■President & Chief Operating Officer (2002 - 2008) ■Executive Vice President & Chief Operating Officer (2000 - 2002) ■President dsports.com LLC (1998 - 2000) ■Executive Vice President & Chief Operating Officer (1995 - 1998) ■Various Leadership Roles (1988 - 1995) J.C.Penney Company, a retail company (NYSE) ■Various Field & District Positions (1977 - 1988) | | Director Since: 2002 COMMITTEES: Compensation; Governance & Nominating FORMER PUBLIC COMPANY DIRECTORSHIPS: Gibraltar Industries | |

  7. Directors Standing for Election

    | | | | | Robert W. Eddy, 51 INDEPENDENT | | | QUALIFICATIONS Mr. Eddy has over fifteen years of experience in the retail industry, with a significant understanding of financial and operational issues and leadership experience gained through his various executive leadership roles at BJ’s Wholesale Club Holdings, Inc. Prior to joining BJ’s, Mr. Eddy gained substantial corporate finance, financial reporting and accounting expertise advising retail and consumer products companies as a member of the audit and business advisory practice of PricewaterhouseCoopers LLP. The Board also benefits from his current and prior external executive leadership roles with the National Retail Federation, as well as his multi-unit expertise and significant experience in investor relations and executive compensation. CAREER HIGHLIGHTS BJ’s Wholesale Club Holdings, Inc., a membership warehouse club (NYSE) ■Chairman (2023 - present) ■President and Chief Executive Officer (2021-present) ■Executive Vice President and Chief Financial and Administrative Officer (2018 - 2021) ■Executive Vice President and Chief Financial Officer (2011 - 2018) ■Senior Vice President, Finance (2007 - 2011) PricewaterhouseCoopers LLP, a registered public accounting firm ■Audit and business advisory practice (1995 – 2007) National Retail Federation, a retail trade association ■Member of the board of directors and executive committee (2021 - present) ■Chair of The Financial Executives Council (2013 - 2017) | | Director Since: 2023 COMMITTEES: Compensation; Governance & Nominating OTHER PUBLIC COMPANY DIRECTORSHIPS: BJ’s Wholesale Club Holdings, Inc. | |

  8. Directors Standing for Election

    | 2024 PROXY STATEMENT | 13 |

  9. Directors Standing for Election

    | | | | | Anne Fink, 60 INDEPENDENT | | | QUALIFICATIONS Ms. Fink brings valuable operational experience gained through her positions held at PepsiCo, Inc., where she leads the restaurant, hotels, business & industry, college & university, and sports & entertainment channels. She also brings leadership skills developed in the President and Chief Operating Officer roles, and expertise in sales, marketing, strategy and operations, to the Board. CAREER HIGHLIGHTS PepsiCo, Inc., a global food and beverage company (Nasdaq) ■President, Global Foodservice (2016 - present) ■Chief Operating Officer, Foodservice (2014 - 2016) ■Chief Commercial Officer, Retail Channels (2011 - 2014) ■Senior Vice President, Retail (2008 - 2011) | | Director Since: 2019 COMMITTEES: Compensation; Governance & Nominating (Chair) | |

  10. Directors Standing for Election

    | | | | | Larry Fitzgerald, Jr., 40 INDEPENDENT | | | QUALIFICATIONS Mr. Fitzgerald brings a unique business perspective to the Board through his experience leading the Larry Fitzgerald Foundation, which supports children and families in need with a focus on promoting literacy and technology skills, as well as efforts to prevent and cure breast cancer. Mr. Fitzgerald is an active member of the business community and serves as President of Larry Fitzgerald Enterprises, through which he invests in companies at various stages and in various sectors, including real estate, hospitality, travel, sports and technology. CAREER HIGHLIGHTS The Larry Fitzgerald Foundation, a charitable organization ■Founder (2005 - Present) Arizona Cardinals, a National Football League organization ■Professional Athlete (2004 - 2021) | | Director Since: 2020 COMMITTEES: Compensation; Governance & Nominating | |

  11. Directors Standing for Election

    | 14 | DICK’S SPORTING GOODS, INC. |

  12. Directors Standing for Election

    | | | | | Lauren R. Hobart, 55 | | | QUALIFICATIONS As the Company’s President & Chief Executive Officer, Ms. Hobart provides the Board with insight into the Company’s business operations, opportunities and challenges. In her time with the Company, she initiated the transformation to become a more digitally focused and customer-centric omni-channel business and launched the CALIA brand. In addition to her expertise in marketing and strategic planning and her insight into consumer needs and marketplace trends, Ms. Hobart brings her understanding of the day-to-day operations of the Company and the unique issues facing the Company and the retail industry to our Board. CAREER HIGHLIGHTS DICK’S Sporting Goods, Inc. (NYSE) ■President & Chief Executive Officer (2021 - present) ■President (2017 - 2021) ■Executive Vice President, Chief Customer & Digital Officer (2017) ■Executive Vice President, Chief Marketing Officer & Chelsea Collective General Manager (2015 - 2017) ■Senior Vice President, Chief Marketing Officer (2011 - 2015) PepsiCo, Inc., a global food and beverage company (Nasdaq) ■Chief Marketing Officer, Carbonated Soft Drinks (2009 - 2011) ■Senior Marketing Leadership, Strategic Planning & Finance Roles (1997 - 2009) Wells Fargo & Co, a financial services provider (NYSE) ■Senior Relationship Manager, Corporate Banking Division (1993 - 1995) JP Morgan Chase & Co., a financial holding company (NYSE) ■Asset Based Lending Credit Analyst & Account Manager (1990 - 1993) | | Director Since: 2018 OTHER PUBLIC COMPANY DIRECTORSHIPS: Marriott International, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS: YUM! Brands, Inc.; Sonic Corp | |

  13. Directors Standing for Election

    | 2024 PROXY STATEMENT | 15 |

  14. Directors Standing for Election

    | | | | | Sandeep Mathrani, 61 INDEPENDENT | | | QUALIFICATIONS Mr. Mathrani adds significant experience as a real estate industry veteran with over 30 years of experience as a result of his executive role at WeWork and his prior positions with other companies in the real estate industry. Additionally, Mr. Mathrani provides a diverse viewpoint and valuable corporate governance, management, operational and strategic expertise to the Board through his experience as an executive officer and a public company board member. CAREER HIGHLIGHTS Sycamore Partners, LP, a private equity firm ■Director (2023 - Present) WeWork, a commercial real estate company (NYSE) ■Chairman (2022 - 2023) ■Chief Executive Officer (2020 - 2023) Brookfield Properties REIT, Inc., a commercial real estate company (Nasdaq) ■Chief Executive Officer (2018 - 2020) General Growth Properties, Inc., a former commercial real estate company ■Chief Executive Officer (2010 - 2018) | | Director Since: 2020 COMMITTEES: Audit OTHER PUBLIC COMPANY DIRECTORSHIPS: Tanger Factory Outlet Centers, Inc.; Bowlero Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS: WeWork; Brookfield Properties REIT, Inc.; General Growth Properties, Inc.; Host Hotels & Resorts, Inc. | |

  15. Directors Standing for Election

    | | | | | Desiree Ralls-Morrison, 57 INDEPENDENT | | | QUALIFICATIONS Ms. Ralls-Morrison brings significant legal, regulatory, and corporate governance expertise as a result of her current role at McDonald’s Corporation, and prior roles at Boston Scientific, Boehringer Ingelheim, and Johnson & Johnson. Additionally, Ms. Ralls-Morrison provides a diverse perspective and lends additional expertise to the Board through her prior experiences as a board member of The Danbury Hospital and The Partnership, Inc., and a founding member of The New Commonwealth Racial Equality and Social Justice Fund in Massachusetts. CAREER HIGHLIGHTS McDonald’s Corporation, a global food services company (NYSE) ■Executive Vice President, Chief Legal Officer and Corporate Secretary (2021 - present) Boston Scientific Corporation, a medical device manufacturer (NYSE) ■Senior Vice President, General Counsel and Corporate Secretary (2017 - 2021) Boehringer Ingelheim, a private pharmaceutical company ■General Counsel, US (2013 - 2017) Johnson & Johnson, a global consumer healthcare company (NYSE) ■General Counsel, Consumer (2012 - 2013) ■Senior Counsel/Assistant General Counsel (2005 - 2012) | | Director Since: 2020 COMMITTEES: Audit | |

  16. Directors Standing for Election

    | 16 | DICK’S SPORTING GOODS, INC. |

  17. Directors Standing for Election

    | | | | | Lawrence J. Schorr, 70 INDEPENDENT LEAD DIRECTOR | | | QUALIFICATIONS In addition to Mr. Schorr’s legal experience, he brings demonstrated leadership skills to the Board as the current Deputy Chairman of SURTECO North America, past Chief Executive Officer of SIMONA AMERICA GROUP, and as the former managing partner of a law firm. Mr. Schorr has over 30 years of knowledge of the Company from serving as a member of the Board during the Company’s expansion from a two-store chain to a multi-banner retailer with over 850 stores and an eCommerce business. Mr. Schorr has been the Company’s Lead Director since March 2012. CAREER HIGHLIGHTS SURTECO North America, a subsidiary of SURTECO Group SE, a German manufacturing company (Prime Standard segment of the Frankfurt Stock Exchange) ■Deputy Chairman (March 2023 - Present) ■Non-Executive Chairman (2021 - 2023) SIMONA AMERICA GROUP, the North American operations of SIMONA AG, a German manufacturing company (General Standard segment of the Frankfurt Stock Exchange) (Retired) ■Chief Executive Officer (2014 - 2020) Boltaron Performance Products, a privately owned plastics manufacturing company that was acquired by SIMONA AG ■Chief Executive Officer (2004 - 2014) RRT-Recycle America, a subsidiary of WMX Technologies, Inc. ■President (1992 - 1995) Resource Recycling Technologies, Inc., a solid waste material management company (American Stock Exchange) ■President (1988 - 1992) Levene, Gouldin and Thompson LLP ■Partner and Managing Partner (1981 - 1988; 2001 - 2008) | | Director Since: 1985 COMMITTEES: Compensation; Governance & Nominating | |

  18. Directors Standing for Election

    | 2024 PROXY STATEMENT | 17 |

  19. Directors Standing for Election

    | | | | | Edward W. Stack, 69 EXECUTIVE CHAIRMAN | | | QUALIFICATIONS During Mr. Stack’s tenure as the Company’s Chairman and Chief Executive Officer, he led the Company’s sustained growth from a two-store chain to a multi-banner chain with over 850 stores and an eCommerce business. He now serves as the Company’s Executive Chairman and oversees the Company’s merchandising and real estate functions and leads the Company’s strategic growth initiatives. Mr. Stack’s history with the Company, his extensive industry and retail experience and his expertise in corporate strategy, development and execution have led the Company to its current success. CAREER HIGHLIGHTS DICK’S Sporting Goods, Inc. (NYSE) ■Executive Chairman (2021 - present) ■Chairman and Chief Executive Officer (1984 - 2021) | | Director Since: 1984 FORMER PUBLIC COMPANY DIRECTORSHIPS: Key Corp | |

  20. Directors Standing for Election

    | | | | | Larry D. Stone, 72 INDEPENDENT | | | QUALIFICATIONS Mr. Stone brings considerable retail experience gained through his positions at Lowe’s Companies, Inc., combined with the leadership skills developed as its President and Chief Operating Officer and his expertise in real estate, store operations, eCommerce, brand management, marketing and strategic finance, to the Board. CAREER HIGHLIGHTS Lowe’s Companies, Inc., a home improvement retailer (NYSE) (Retired) ■President & Chief Operating Officer (2006 - 2011) ■Senior Executive Vice President, Merchandising/Marketing (2005 - 2006) ■Senior Executive Vice President, Store Operations (2003 - 2005) ■Executive Vice President, Store Operations (2001 - 2003) | | Director Since: 2007 COMMITTEES: Compensation (Chair); Governance & Nominating FORMER PUBLIC COMPANY DIRECTORSHIPS: At Home Group, Inc. | |

  21. Directors Standing for Election

    | 18 | DICK’S SPORTING GOODS, INC. |

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  23. Director Compensation Table—2023

    Director Compensation Table—2023

  24. Director Compensation Table—2023

    | NAME(1) (a) | FEES EARNED OR PAID IN CASH(2) ($) (b) | STOCK AWARDS(3) ($) (c) | OPTION AWARDS ($) (d) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (e) | NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (f) | ALL OTHER COMPENSATION ($) (g) | TOTAL ($) (h) | | Mark J. Barrenechea | $152,500 | $180,090 | — | — | — | — | $332,590 | | Emanuel Chirico | $112,500 | $180,090 | — | — | — | — | $292,590 | | William J. Colombo | $113,125 | $180,090 | — | — | — | — | $293,215 | | Robert W. Eddy(4) | $10,000 | $180,069 | — | — | — | — | $190,069 | | Anne Fink | $118,125 | $180,090 | — | — | — | — | $298,215 | | Larry Fitzgerald, Jr. | $113,125 | $180,090 | — | — | — | — | $293,215 | | Sandeep Mathrani | $112,500 | $180,090 | — | — | — | — | $292,590 | | Desiree Ralls-Morrison | $113,125 | $180,090 | — | — | — | — | $293,215 | | Lawrence J. Schorr | $165,000 | $180,090 | — | — | — | — | $345,090 | | Larry D. Stone | $138,125 | $180,090 | — | — | — | — | $318,215 |

  25. Director Compensation Table—2023

    (1)Edward W. Stack and Lauren R. Hobart are employees of the Company and do not receive any compensation in connection with their service on the Board. Mr. Stack’s and Ms. Hobart’s 2023 compensation is reported in the “Summary Compensation Table” and the other compensation tables in this proxy statement. (2)Amounts reflect fees paid in calendar 2023. (3)The values set forth in this column represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (excluding the effect of forfeitures), of the restricted stock awards or restricted stock unit awards granted to each non-employee director on June 14, 2023, other than Mr. Eddy, who was granted restricted stock units on September 13, 2023 after joining the Board. The grant date fair value of each award was computed based on the closing price of the Company’s common stock on June 14, 2023, which was $135.00 per share, other than Mr. Eddy’s award, which was computed based on the closing price of the Company’s common stock on September 13, 2023, which was $110.88 per share. The number of shares of unvested restricted stock or restricted stock units outstanding as of February 3, 2024 was 2,008 for each non-employee director other than Mr. Eddy, who had 1,624 shares of unvested restricted stock units outstanding. (4) Mr. Eddy joined the Board on September 13, 2023 and as such, his retainer and committee fees have been pro-rated for his time of service.

  26. Director Compensation Table—2023

    | 28 | DICK’S SPORTING GOODS, INC. |

  27. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  28. Understanding Our Director Compensation Table

    Understanding Our Director Compensation Table In fiscal 2023, as shown below, each non-employee director received an annual cash retainer paid quarterly (on a prorated basis, with respect to Mr. Eddy) and a grant of restricted stock following the Annual Meeting of Stockholders, to the extent they were then-serving on the Board. These restricted stock grants vest on the sooner to occur of the first anniversary of the date of grant or the next Annual Meeting of Stockholders. In connection with his appointment in September 2023, Mr. Eddy received an appointment grant of restricted stock that will vest on the one-year anniversary of the grant date. Non-employee directors also receive additional cash retainers based on their committee memberships and status as the Lead Director.

  29. Understanding Our Director Compensation Table

    | + |

  30. Understanding Our Director Compensation Table

    | | $100,000 Annual Retainer | | | $180,000 Annual Grant or Appointment Grant of Restricted Stock |

  31. Understanding Our Director Compensation Table

    Non-employee directors are reimbursed for expenses incurred by them in connection with the performance of their duties, including attending Board and committee meetings and continuing education, are eligible to participate in the Company’s employee discount program, and may receive nominal holiday gifts and product samples from time to time.

  32. Non-Employee Director Compensation Deferral Plan

    Non-Employee Director Compensation Deferral Plan The Board adopted a Non-Employee Director Deferral Plan in March 2023 (“Director Deferred Compensation Plan”) under which our non-employee directors may defer all or a portion of their annual or appointment equity award until (1) a future date specified by the director, (2) the date the director ceases to serve as a member of the Board or (3) the earlier or later to occur of the foregoing. Directors must make any deferral election on or before December 31 of the year preceding the grant of the annual equity award or, in the case of equity awards granted in the year of the plan’s adoption or appointment grants made to a newly-elected director, within thirty days of the date the director becomes eligible to participate in the Director Deferred Compensation Plan. When a non-employee director elects to defer all or portion of an equity award pursuant to the Director Deferred Compensation Plan, the portion of the award being deferred is awarded as restricted stock units with the same vesting provisions as the corresponding restricted stock awards, with the settlement of such units deferred pursuant to the terms of the Director Deferred Compensation Plan and the deferral elections of the non-employee director.

  33. Non-Employee Director Compensation Deferral Plan

    | 2024 PROXY STATEMENT | 29 |

  34. Non-Employee Director Compensation Deferral Plan

    | ITEM 2 Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers | | The Board unanimously recommends a vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement. |

  35. Non-Employee Director Compensation Deferral Plan

    As we have done each year since our 2011 Annual Meeting of Stockholders, and as required by Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on a non-binding and advisory basis, the compensation of our named executive officers, which is currently undertaken on an annual basis. Since the vote on this compensation program is advisory in nature, it will not affect any compensation already awarded to any named executive officer and will not be binding on or overrule any decisions made by the Compensation Committee or the Board. The vote on this resolution is not intended to address any specific element of compensation. Rather, this vote relates to the compensation of our named executive officers as a whole, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. As discussed within “Compensation Discussion and Analysis,” our compensation program, overseen by our Compensation Committee, is designed to align executive pay with Company performance, and we seek to closely align the interests of our named executive officers with the interests of our stockholders. The Compensation Committee and the Board will consider the results of this advisory vote when formulating future executive compensation policy. The results of this vote will serve as an additional tool to guide the Compensation Committee and the Board in aligning the Company’s executive compensation program with the interests of the Company and its stockholders. The results of this vote will also guide the Compensation Committee and the Board to ensure that our executive compensation program is consistent with our commitment to high standards of corporate governance. With respect to the prior year’s vote undertaken at the 2023 Annual Meeting, the Company received more than 99% approval of votes cast with respect to the 2022 compensation paid to our NEOs. We ask our stockholders to vote on the following resolution at the 2024 Annual Meeting: “RESOLVED, that the Company’s stockholders approve on an advisory basis the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosure.”

  36. Non-Employee Director Compensation Deferral Plan

    | 30 | DICK’S SPORTING GOODS, INC. |

  37. Our Compensation Philosophy

    | | LINK PAY TO PERFORMANCE TO DRIVE STRATEGIC GOALS | | ENSURE COMPETITIVE PAY | | We link a significant portion of executive compensation to Company performance, causing it to be “at risk,” with payout being tied directly to achievement of our financial performance goals. Each incentive program is distinct and is typically structured to reward the achievement of financial, operational and strategic goals established at the beginning of the performance period. | | We generally set elements of compensation within a range based on the market median, but we are willing to compensate above market median for leaders with critical skills that will help us achieve outstanding performance. | | | | USE MULTIPLE TIME HORIZONS | | CREATE LONG-TERM VALUE FOR STOCKHOLDERS | | Our use of multiple performance and vesting periods creates an aggregate compensation program that drives the achievement of financial, operational and strategic goals over both the short and long term. | | The Compensation Committee believes that our compensation program creates balanced incentives for our named executive officers that encourage them to grow the Company in a disciplined, focused manner with a view toward long-term success and that align the interest of executives with those of stockholders, while avoiding unnecessary risk taking. | |

  38. Compensation Practices

    | Pay Practices We Utilize | Pay Practices We Avoid | | ■Pay is linked to performance ■Threshold gate is utilized in incentive plans so payouts are not made if key incentive goals are not met ■Performance metrics are aligned with the Company’s strategy ■Dividends on unvested restricted stock are forfeited if vesting conditions are not met ■Stock ownership guidelines align interests of executives and stockholders ■Perquisites are limited | ■No change-in-control or excessive severance agreements ■No tax gross-ups other than for relocation benefits ■No repricing underwater stock options ■No short-sales, no hedging or other monetization transactions; restricted pledging transactions are strongly discouraged |

  39. Principal Elements of Our 2023 Executive Compensation

    Principal Elements of Our 2023 Executive Compensation Our pay elements are crafted to motivate our executives to drive Company development and evolution by offering both short-term and long-term incentive awards, and a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on growth over both the short and long term. Overall, a considerable portion of the compensation payable to our named executive officers is “pay-at-risk.” The following chart illustrates the allocation of our various pay components for fiscal 2023. The percentages shown below are based on our named executive officers’ actual pay, which may differ from the target pay due to Company and individual performance.

  40. Principal Elements of Our 2023 Executive Compensation

    The compensation totals reported in the Summary Compensation Table were used to calculate the pay percentages shown in the illustration above. For the short-term incentive program, the actual payout amount was used. For the annual equity awards and long-term incentive award, the grant date award values were used. Columns may not sum due to rounding.

  41. Short-Term Performance-Based Incentive Awards

    Short-Term Performance-Based Incentive Awards

  42. Introduction

    Introduction Our short-term incentive program (“STIP”) is an annual cash-based performance incentive award program, with performance measured by achievement of annual operating plan metrics, and which requires a gating threshold level of financial performance be achieved for any payout to occur. The Compensation Committee has discretionary authority in determining the actual STIP payout for each executive, and to exclude certain unusual or non-recurring items from the relevant calculations, in accordance with the terms of our Amended and Restated 2012 Stock and Incentive Plan (the “2012 Plan”). Each executive’s STIP payout is calculated by applying the following formula:

  43. Introduction

    | Eligible Earnings(1)X | Target Payment (% of Eligible Earnings)X | % Attainment | = | Actual STIP Payout |

  44. 2023 STIP Award Opportunities

    2023 STIP Award Opportunities Potential payout under the STIP is established at varying performance levels, as a percentage of each named executive officer’s earned base salary, referred to as Eligible Earnings. The 2023 award opportunities for our NEOs are illustrated in the table below.

  45. 2023 STIP Award Opportunities

    | | | THRESHOLD | TARGET | MAXIMUM | | NAME | POSITION DURING 2023 | (AS A % OF ELIGIBLE EARNINGS) | | | | Edward W. Stack | Executive Chairman | 90% | 210% | 400% | | Lauren R. Hobart | President & Chief Executive Officer | 87.5% | 175% | 350% | | Navdeep Gupta (1) | Executive Vice President — Chief Financial Officer | 60% | 75% | 150% | | Raymond A. Sliva | Executive Vice President — Stores | 60% | 75% | 150% | | Vlad Rak | Executive Vice President — Chief Technology Officer | 60% | 75% | 150% |

  46. 2023 STIP Award Opportunities

    (1)In March 2023, Mr. Gupta’s threshold, target, and maximum STIP award opportunities were increased from 56%, 70%, and 140% to 60%, 75%, and 150%, respectively.

  47. 2023 STIP Award Opportunities

    | 2024 PROXY STATEMENT | 35 |

  48. 2023 STIP Performance Goals and Results

    2023 STIP Performance Goals and Results We establish performance goals for the STIP at the beginning of each year as part of our annual operating plan, and have historically established threshold, target, and maximum payout goals based on adjusted consolidated earnings before taxes (“Adjusted Non-GAAP EBT”).

  49. 2023 STIP Performance Goals and Results

    | Financial Metric | How Calculated | Rationale | | Adjusted Non-GAAP EBT | Adjusted consolidated earnings before taxes excludes certain items as pre-approved by the Compensation Committee in accordance with the terms of the 2012 Plan; Adjusted Non-GAAP EBT for fiscal 2023 was determined based on Non-GAAP EBT (in thousands) as reported on Appendix A of $1,402,964, adjusted, for fiscal year 2023, to reflect litigation related costs, charges associated with store closings, operating results of acquired companies, asset write-downs, and legal fees related to acquired companies. | We believe this metric both demonstrates results for our stockholders and can be positively driven by our teammates. |

  50. 2023 STIP Performance Goals and Results

    Attainment of the threshold, target, or maximum Adjusted Non-GAAP EBT goal correlates with a payment under the STIP equaling a percentage of the NEO’s Eligible Earnings as described above. The Company uses interpolation to calculate the specific amount of the payout for each NEO when actual results fall between the threshold and low target goals and between high target and maximum goals. In the event that the threshold Adjusted Non-GAAP EBT goal is not achieved, no incentive payments are awarded under the STIP. The 2023 actual Adjusted Non-GAAP EBT achieved and the predetermined goal levels were as follows:

  51. 2023 STIP Performance Goals and Results

    | | | TARGET RANGE | | | | 2023 PERFORMANCE GOAL | THRESHOLD | LOW | HIGH | MAXIMUM | | Adjusted Non-GAAP EBT* (millions) | | | | | | Payout Opportunity (as % of Target) | 80% | 100% | 100% | 200% |

  52. 2023 STIP Performance Goals and Results

    * See Appendix A for GAAP to non-GAAP reconciliations.

  53. 2023 STIP Payouts

    2023 STIP Payouts The 2023 STIP payments for our named executive officers are illustrated in the table below.

  54. 2023 STIP Payouts

    | | | | | ACTUAL STIP PAYOUT | | | NAME | ELIGIBLE EARNINGS | TARGET PAYMENT (% OF ELIGIBLE EARNINGS) | ATTAINMENT (%) | | % ELIGIBLE EARNINGS | | Edward W. Stack | $1,223,077 | 210% | 100% | $2,568,462 | 210% | | Lauren R. Hobart | $1,305,769 | 175% | 100% | $2,285,096 | 175% | | Navdeep Gupta (1) | $692,740 | 75% | 100% | $515,455 | 74% | | Raymond A. Sliva | $687,981 | 75% | 100% | $515,986 | 75% | | Vlad Rak | $678,428 | 75% | 100% | $508,821 | 75% |

  55. 2023 STIP Payouts

    (1)In March 2023, Mr. Gupta’s threshold, target, and maximum STIP award opportunities increased from 56%, 70%, and 140%, respectively, to 60%, 75%, and 150%, respectively. Mr. Gupta’s STIP payout was prorated based on time worked under each payout level.

  56. 2023 STIP Payouts

    | 36 | DICK’S SPORTING GOODS, INC. |

  57. Annual Equity Incentive Awards

    Annual Equity Incentive Awards

  58. Introduction

    | Restricted Stock – designed to reward executives for increases in stockholder value (through our stock price) as well as maintain the continuity of our leadership. | These awards generally vest 100% on the third anniversary of the grant date, which enhances the retentive and motivational value of the awards and balances the value delivered over time. | | Performance Unit Awards – designed to drive results based upon achievement of certain pre-established performance metrics relating to the fiscal year in which the award was granted. | These awards generally vest 100% on the third anniversary of the grant date, provided the applicable performance goals were achieved for the fiscal year in which the award was granted. |

  59. Introduction

    Our equity awards are forfeited if the recipient fails to remain employed through the vesting period. Holders of unvested restricted stock are entitled to vote the underlying shares but holders of performance unit awards are not entitled to vote the underlying shares until the performance units are converted to shares upon vesting. Holders of restricted stock and performance units receive dividend rights, which accrue and are delivered on the vesting date only if the holder remains employed by the Company. Special grants of equity awards may also be authorized by the Compensation Committee for, among other things, new hires and promotions, exceptional performance or retention purposes.

  60. 2023 Annual Equity Incentive Awards

    2023 Annual Equity Incentive Awards As is its normal practice, the Compensation Committee determined the annual equity grant for each of our named executive officers at its regularly scheduled March 2023 meeting, with the total grant value divided as follows:

  61. 2023 Annual Equity Incentive Awards

    | | RESTRICTED STOCK | PERFORMANCE UNIT AWARDS | | Executive Chairman; President & CEO | | | | Other NEOs | | |

  62. 2023 Annual Equity Incentive Awards

    The Compensation Committee believes that a value-based approach ensures greater alignment and consistency with the external market and provides greater stability in managing equity expense. As such, the Committee grants annual equity awards to each named executive officer between 0% to 300% of an officer’s target value based on Company and individual performance, individual potential, data provided by management’s compensation consultant, and the practices of the Retail Peer Group (discussed below).

  63. 2023 Annual Equity Incentive Awards

    | 2024 PROXY STATEMENT | 37 |

  64. 2023 Annual Equity Incentive Awards

    Each of the named executive officers received an annual equity grant. The table below shows the value of the restricted stock and performance units at the time of grant and the target value of each officer’s annual equity award. The performance unit awards shown below when issued were subject to forfeiture based on failure to achieve required performance levels, or partial vesting between 50% and 200% of the value shown below based on performance levels achieved. See “2023 Performance Units Earned” below for a discussion of the performance levels actually achieved in 2023.

  65. 2023 Annual Equity Incentive Awards

    | NAME | TARGET AWARD VALUE | RESTRICTED STOCK GRANT DATE VALUE | PERFORMANCE UNIT GRANT DATE VALUE | TOTAL AWARD GRANT DATE VALUE(1) | | Edward W. Stack | $10,000,000 | $5,000,101 | $5,000,101 | $10,000,202 | | Lauren R. Hobart | $7,250,000 | $3,625,091 | $3,625,091 | $7,250,183 | | Navdeep Gupta | $900,000 | $945,126 | $405,012 | $1,350,138 | | Raymond A. Sliva | $900,000 | $630,035 | $270,057 | $900,092 | | Vlad Rak | $900,000 | $945,126 | $405,012 | $1,350,138 |

  66. 2023 Annual Equity Incentive Awards

    (1)Fractional shares are rounded up when determining the grant date value of an award.

  67. 2023 Performance Unit Goals

    2023 Performance Unit Goals The actual number of performance units earned by the named executive officers is determined by the following formula:

  68. 2023 Performance Unit Goals

    | Target # of UnitsX | % Attainment | = | Actual # of 2023 Performance Units Earned |

  69. 2023 Performance Unit Goals

    The targets for the performance share awards were established at the time of grant and related to the Company’s fiscal 2023 Adjusted Non-GAAP EBT and Adjusted Net Sales.

  70. 2023 Performance Unit Goals

    | FINANCIAL METRICS | RATIONALE | | Adjusted Non-GAAP EBT (50%)* | Adjusted Non-GAAP EBT and Adjusted Net Sales goals ensure focus on both top-line and bottom-line performance. Threshold level for Adjusted Non-GAAP EBT must be achieved for any performance units to be earned, regardless of Adjusted Net Sales results. | | Adjusted Net Sales (50%) | |

  71. 2023 Performance Unit Goals

    * See Appendix A for the GAAP to non-GAAP reconciliations.

  72. 2023 Performance Unit Goals

    | Financial Metric | How Calculated | Rationale | | Adjusted Net Sales | Adjusted Net Sales excludes certain items as pre-approved by the Compensation Committee in accordance with the terms of the 2012 Plan; Adjusted Net Sales for fiscal 2023 was determined based on Net Sales (in thousands) of $12,984,399, adjusted, for fiscal year 2023, to exclude net sales from acquired companies. | We believe this metric both demonstrates results for our stockholders and can be positively driven by our teammates. |

  73. 2023 Performance Units Earned

    2023 Performance Units Earned As shown below, the Company’s Adjusted Non-GAAP EBT results fell within the target range of the Company’s performance goals, while the Company’s Adjusted Net Sales fell between the high range of target and maximum.

  74. 2023 Performance Units Earned

    | 38 | DICK’S SPORTING GOODS, INC. |

  75. 2023 Performance Units Earned

    | 2023 PERFORMANCE GOALS | WEIGHT | THRESHOLD | | TARGET RANGE | | MAXIMUM | | | | | | LOW | HIGH | | | Adjusted Non-GAAP EBT* (millions) | 50% | | | | | | | Adjusted Net Sales (millions) | 50% | | | | | | | Payout Opportunity (as % of Target) | | | 50% | 100% | 100% | 200% |

  76. 2023 Performance Units Earned

    * See Appendix A for GAAP to non-GAAP reconciliations. Consequently, the named executive officers achieved 110.14% attainment of the target performance unit criteria. The performance unit awards will vest on the third anniversary of the grant date.

  77. 2023 Performance Units Earned

    | NAME | SHARES GRANTED (#) | GRANT DATE VALUE | PERFORMANCE CRITERIA PAYOUT | SHARES EARNED (#) | | Edward W. Stack | 33,975 | $5,000,101 | 110.14% | 37,420 | | Lauren R. Hobart | 24,632 | $3,625,091 | 110.14% | 27,130 | | Navdeep Gupta | 2,752 | $405,012 | 110.14% | 3,031 | | Raymond A. Sliva | 1,835 | $270,057 | 110.14% | 2,021 | | Vlad Rak | 2,752 | $405,012 | 110.14% | 3,031 |

  78. 2023 Long-Term Incentive Program (LTIP) Award

    2023 Long-Term Incentive Program (LTIP) Award The Company uses special performance-based restricted shares from time to time to further align executive performance with the Company’s long-term strategy. These awards are not annual awards and are not designed to provide an opportunity for annual vesting. Instead, these performance-based unit awards are specifically tailored around the Company’s long-term strategic goals. Most recently, the Company granted performance-based long-term restricted stock awards on April 3, 2023 (“2023 LTIP Award”). The 2023 LTIP Award is intended to create additional alignment between executive compensation and stockholder value creation, ensure focus on key organizational initiatives, provide financial motivation to Company leaders, and increase retention of senior leaders. Our named executive officers were granted performance units under the 2023 LTIP Award, which vest at the end of a two-year period from the grant date only upon attainment of certain performance goals achieved during the 2023 and 2024 fiscal years ("2023 LTIP Performance Period"). The total number of shares that may be earned under the 2023 LTIP Award will be based on the attainment of metrics related to Adjusted Net Sales, Adjusted Non-GAAP EBT, and adjusted merchandise margin (collectively, the "2023 LTIP Performance Criteria") during the 2023 LTIP Performance Period. Furthermore, no award will be earned under the 2023 LTIP unless a minimum level of Adjusted Non-GAAP EBT is achieved during the 2023 LTIP Performance Period. Calculation of Adjusted Non-GAAP EBT excludes certain items approved by the Compensation Committee, including, but not limited to, asset write-downs, charges associated with store closings, and litigation or claim judgments or settlements. See Appendix A for the GAAP to non-GAAP reconciliations. While the 2023 LTIP Performance Criteria is confidential, after reviewing the Company’s historical performance and consideration of the Company’s business plan, the Compensation Committee considers the 2023 LTIP Performance Criteria to be challenging but attainable. For an executive officer to earn and receive the 2023 LTIP Award, the executive officer must remain an employee of the Company until the end of the 2023 LTIP vesting period (i.e., April 2025), except in certain specified circumstances set forth in the award agreement. The 2023 LTIP Award will not vest and will be forfeited in their entirety based on failure to achieve required performance levels, or, if they do vest, the 2023 LTIP Award may partially vest between 50% and 200% of the target value based on performance levels achieved. The target value of the 2023 LTIP Award granted to the Company’s named executive officers are as follows:

  79. 2023 Long-Term Incentive Program (LTIP) Award

    | 2024 PROXY STATEMENT | 39 |

  80. 2023 Long-Term Incentive Program (LTIP) Award

    | NAME | TARGET AWARD VALUE | | Edward W. Stack | $1,500,000 | | Lauren R. Hobart | $2,500,000 | | Navdeep Gupta | $1,250,000 | | Raymond A. Sliva | $1,250,000 | | Vlad Rak | $1,250,000 |

  81. STIP Award Opportunities

    STIP Award Opportunities Potential payout under the 2024 STIP was established at varying performance levels, as a percent of each named executive officer’s earned base salary as illustrated below:

  82. STIP Award Opportunities

    | | | THRESHOLD | TARGET | MAXIMUM | | NAME | TITLE | (AS A % OF ELIGIBLE EARNINGS)(1) | | | | Edward W. Stack | Executive Chairman | 90% | 210% | 400% | | Lauren R. Hobart | President & Chief Executive Officer | 87.5% | 175% | 350% | | Navdeep Gupta | Executive Vice President — Chief Financial Officer | 60% | 75% | 150% | | Raymond A. Sliva | Executive Vice President — Stores | 60% | 75% | 150% | | Vlad Rak | Executive Vice President — Chief Technology Officer | 60% | 75% | 150% |

  83. STIP Award Opportunities

    (1)Eligible earnings is equal to base salary earned by the executive during the fiscal year.

  84. Annual Equity Award

    Annual Equity Award The table below shows the target award value and the actual award value at the time of grant made to each of the named executive officers pursuant to the Company’s annual equity grant in 2024.

  85. Annual Equity Award

    | NAME | AGGREGATE TARGET AWARD VALUE | ACTUAL AWARD VALUE(1) | | Edward W. Stack | $10,000,000 | $10,000,000 | | Lauren R. Hobart (2) | $7,500,000 | $7,500,000 | | Navdeep Gupta | $900,000 | $1,350,000 | | Raymond A. Sliva | $900,000 | $1,350,000 | | Vlad Rak | $900,000 | $1,125,000 |

  86. Annual Equity Award

    (1)Mr. Stack’s and Ms. Hobart’s annual equity award was split evenly between restricted stock and performance units. The equity awards for the other executives were split 70% restricted stock and 30% performance units. (2)The aggregate target award value was increased from $7,250,000 for Ms. Hobart.

  87. Annual Equity Award

    | 40 | DICK’S SPORTING GOODS, INC. |

  88. Competitive Market Positioning

    Competitive Market Positioning In 2023, management retained Willis Towers Watson as its compensation consultant. All research for executive compensation conducted by Willis Towers Watson is provided to the Compensation Committee directly by management. The Compensation Committee may work with its own compensation consultant as it deems necessary, but generally believes that it is preferable to coordinate with management in working with a consultant to ensure seamless administration of our compensation program. In fiscal 2023, the aggregate fees paid to Willis Towers Watson for their services in assisting with the determination and recommendation as to the form and amount of director and executive compensation were $110,351, and the aggregate fees for additional services provided to the Company by Willis Towers Watson or its subsidiaries were $171,214. The Compensation Committee evaluated the independence of Willis Towers Watson under applicable NYSE rules, including the services provided and the associated fees paid, and has concluded that Willis Towers Watson was independent and that its engagement did not present any conflicts of interest. Company management engaged Willis Towers Watson to review, analyze and make recommendations with respect to our named executive officer compensation, both as to individual components as well as the comprehensive package. Each pay component utilized by the Company in 2023 was analyzed using publicly available compensation data for peer group companies and general retail compensation survey data provided by Willis Towers Watson. As part of its engagement in 2023, Willis Towers Watson conducted a review of the direct compensation components paid to our named executive officers against a specific benchmark retail group, with a focus on base pay, annual performance incentive pay and stock-based compensation. This benchmark retail group, consisting of 16 companies (referred to as the “Retail Peer Group”), was selected based on the following attributes: ■publicly-held retailers, with an emphasis on specialty retailers; ■retailers with annual revenues between one-half and two and one-half times the Company’s annual revenue; and ■retailers with a similar overall business model and/or with which we compete for executive talent. The Compensation Committee may also include retailers that narrowly miss the quantitative screening criteria but are otherwise strong candidates for inclusion. The Retail Peer Group is reviewed, updated, and approved annually by the Compensation Committee and may change periodically based on each component retailer’s continued satisfaction of our selected attributes, as well as the overall competitive environment for executive talent. The Retail Peer Group for 2023 compensation recommendations was comprised of the following companies:

  89. Competitive Market Positioning

    | Peer Group Companies | | | | | Academy Sports & Outdoors, Inc. | Burlington Stores, Inc. | NIKE, Inc. | Tractor Supply Company | | Advance Auto Parts, Inc. | Dollar Tree, Inc. | Ralph Lauren Corporation | Ulta Beauty Inc. | | AutoZone, Inc. | Foot Locker, Inc. | Ross Stores, Inc. | VF Corporation | | BJ’s Wholesale Club Holdings, Inc. | Kohl’s Corporation | The Gap, Inc. | Williams-Sonoma, Inc. |

  90. Competitive Market Positioning

    | 42 | DICK’S SPORTING GOODS, INC. |

  91. Severance and Change-in-Control Agreements

    Severance and Change-in-Control Agreements We do not have severance or change-in-control agreements with our executive officers although some of our equity awards may contain change-in-control provisions. We have general severance guidelines that apply to a broad base of teammates pursuant to which we offer severance, the amount of which depends on various factors including length of service and position, and we may negotiate separation agreements with our teammates depending on the circumstances surrounding the departure.

  92. Summary Compensation Table—2023, 2022, 2021

    Summary Compensation Table—2023, 2022, 2021 The following table summarizes the compensation for our named executive officers for the fiscal years ended February 3, 2024, January 28, 2023 and January 29, 2022.

  93. Summary Compensation Table—2023, 2022, 2021

    | YEAR (B) | SALARY ($) (C) | BONUS ($) (D) | STOCK AWARDS(1) ($)(E) | OPTION AWARDS ($)(F) | | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) ($)(G) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(3) ($)(H) | ALL OTHER COMPENSATION ($) (I) | TOTAL(4) ($)(J) | | Lauren R. Hobart, President & Chief Executive Officer(5) | | | | | | | | | | | 2023 | $1,305,769 | — | $9,750,307 | | — | $2,285,096 | $200,000 | $34,054(6) | $13,575,226 | | 2022 | $1,180,769 | — | $5,000,142 | | — | $2,066,346 | $165,000 | $22,109 | $8,434,366 | | 2021 | $1,100,000 | — | $5,000,035 | | — | $3,300,000 | $157,500 | $8,470 | $9,566,004 | | Navdeep Gupta, Executive Vice President — Chief Financial Officer | | | | | | | | | | | 2023 | $692,740 | — | $2,600,200 | | — | $515,455 | $99,303 | $22,235(7) | $3,929,933 | | 2022 | $588,933 | — | $875,101 | | — | $412,253 | $124,456 | $21,805 | $2,022,548 | | 2021 | $496,711 | — | $700,100 | | — | $634,057 | $157,672 | $5,850 | $1,994,390 | | Edward W. Stack, Executive Chairman(5) | | | | | | | | | | | 2023 | $1,223,077 | — | $11,500,305 | | — | $2,568,462 | $60,000 | $204,878(8) | $15,556,722 | | 2022 | $1,180,769 | — | $7,500,112 | | — | $2,479,615 | — | $89,106 | $11,249,602 | | 2021 | $1,100,000 | — | $5,000,035 | | — | $4,400,000 | $200,000 | $69,253 | $10,769,287 | | Raymond A. Sliva, Executive Vice President — Stores | | | | | | | | | | | 2023 | $687,981 | — | $2,150,154 | | — | $515,986 | — | $118,637(10) | $3,472,758 | | 2022 | $49,326 | $500,000 | $1,250,070 | | — | —(9) | — | — | $1,799,396 | | Vlad Rak, Executive Vice President — Chief Technology Officer | | | | | | | | | | | 2023 | $678,428 | — | $2,600,200 | | — | $508,821 | $18,552 | $22,184(11) | $3,828,185 | | 2022 | $618,413 | — | $1,125,158 | | — | $463,810 | — | $15,814 | $2,223,195 | | 2021 | $586,611 | — | $900,111 | | — | $879,916 | — | $1,826 | $2,368,464 |

  94. Summary Compensation Table—2023, 2022, 2021

    (1)The values set forth in this column represent the aggregate grant date fair value of time-based restricted stock and, for fiscal year 2021, performance-based restricted stock, and in fiscal years 2022 and 2023, performance units, all computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). Each named executive officer received two grants of performance units in 2023, the value of which in the table above is based on the probable outcome performance criteria as of the grant date, which was April 3, 2023. The value of the annual performance units granted, assuming the maximum value of the award, would have been $7,250,183 for Ms. Hobart; $810,024 for Mr. Gupta; $10,000,202 for Mr. Stack; $540,114 for Mr. Sliva; and $810,024 for Mr. Rak. The value of the 2023 LTIP Award, assuming the maximum value of the award, would have been $5,000,248 for Ms. Hobart; $2,500,124 for Mr. Gupta; $3,000,208 for Mr. Stack; $2,500,124 for Mr. Sliva; and $2,500,124 for Mr. Rak. See “Annual Equity Incentive Awards” and “2023 Long-Term Incentive Program (LTIP) Award” for a discussion of the restricted stock awards and performance shares granted to our named executive officers. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 14 (“Stock-Based Compensation”) of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the SEC on March 28, 2024. (2)Includes STIP payouts for Company performance in fiscal 2023, 2022 and 2021. Under the Company’s 2012 Plan, the relevant performance measures for the annual performance incentive awards were satisfied and thus are reportable in fiscal 2023, 2022 and 2021, as applicable, even though payments, were made in fiscal 2024, 2023 and 2022, respectively. (3)Represents mandatory Company contributions to the Officers’ Plan. See the “Nonqualified Deferred Compensation Table” and accompanying narrative for more information. (4)Totals may not sum due to rounding. (5)Neither Mr. Stack nor Ms. Hobart receive any compensation from the Company in connection with their service as a member of the Board. (6)All Other Compensation for fiscal 2023 consisted of $18,808 matching contributions to the Company’s 401(k) plan, $7,955 for a business-related flight on company aircraft, $5,735 in an annual executive physical, and $1,556 in nominal gifts provided by the Company. (7)All Other Compensation for fiscal 2023 consisted of $16,780 in matching contributions to the Company’s 401(k) plan and an annual executive physical. (8)All Other Compensation for fiscal 2023 consisted of $117,384 for personal flights on company aircraft that were ineligible for reimbursement due to applicable regulations, insurance premiums of $35,326 paid in fiscal 2023 on three life insurance policies for the benefit of Mr. Stack, the beneficiaries of which are chosen by Mr. Stack; $23,395 of country club dues; $16,500 in matching contributions to the Company’s 401(k) plan; $5,455 for an annual executive physical; disability insurance premiums of $5,024 for the benefit of Mr. Stack; $898 of Company discounts provided to certain members of Mr. Stack’s family under the Company’s employee discount program and $896 in nominal gifts provided by the Company. (9)Because Mr. Sliva joined the Company on January 3, 2023, he was not eligible for fiscal 2022 non-equity incentive plan compensation. (10)All Other Compensation for fiscal 2023 consisted of $20,394 in matching contributions to the Company’s 401(k) plan, payments totaling $66,920 pursuant to the Company’s relocation policy and an additional $31,323 with respect to taxes owed in connection with such payments under the relocation policy. (11)All Other Compensation for fiscal 2023 consisted of $16,729 in matching contributions to the Company’s 401(k) plan and an annual executive physical.

  95. Summary Compensation Table—2023, 2022, 2021

    | 2024 PROXY STATEMENT | 45 |

  96. Grants of Plan-Based Awards Table—2023

    Grants of Plan-Based Awards Table—2023 The following table sets forth each award granted to a named executive officer in fiscal 2023 under plans established by the Company.

  97. Grants of Plan-Based Awards Table—2023

    | GRANT DATE (B) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | 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 ($/SH) (K) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) (L) | | | THRESHOLD ($) (C) | TARGET ($) (D) | MAXIMUM ($) (E) | THRESHOLD (#) (F) | TARGET (#) (G) | MAXIMUM (#) (H) | | | | | | Lauren R. Hobart | | | | | | | | | | | | 4/3/2023 | | | | 8,494 | 16,988 | 33,976(2) | | | | $2,500,124 | | 4/3/2023 | | | | 12,316 | 24,632 | 49,264(3) | | | | $3,625,091 | | 4/3/2023 | | | | | | | 24,632 | | | $3,625,091 | | | $1,142,548 | $2,285,096 | $4,570,192 | | | | | | | | | Navdeep Gupta | | | | | | | | | | | | 4/3/2023 | | | | 4,247 | 8,494 | 16,988(2) | | | | $1,250,062 | | 4/3/2023 | | | | 1,376 | 2,752 | 5,504(3) | | | | $405,012 | | 4/3/2023 | | | | | | | 6,422 | | | $945,126 | | | $412,364 | $515,455 | $1,030,910 | | | | | | | | | Edward W. Stack | | | | | | | | | | | | 4/3/2023 | | | | 5,097 | 10,193 | 20,386(2) | | | | $1,500,104 | | 4/3/2023 | | | | 16,988 | 33,975 | 67,950(3) | | | | $5,000,101 | | 4/3/2023 | | | | | | | 33,975 | | | $5,000,101 | | | $1,100,769 | $2,568,462 | $4,892,308 | | | | | | | | | Raymond A. Sliva | | | | | | | | | | | | 4/3/2023 | | | | 4,247 | 8,494 | 16,988(2) | | | | $1,250,062 | | 4/3/2023 | | | | 918 | 1,835 | 3,670(3) | | | | $270,057 | | 4/3/2023 | | | | | | | 4,281 | | | $630,035 | | | $412,789 | $515,986 | $1,031,971 | | | | | | | | | Vlad Rak | | | | | | | | | | | | 4/3/2023 | | | | 4,247 | 8,494 | 16,988(2) | | | | $1,250,062 | | 4/3/2023 | | | | 1,376 | 2,752 | 5,504(3) | | | | $405,012 | | 4/3/2023 | | | | | | | 6,422 | | | $945,126 | | | $407,057 | $508,821 | $1,017,642 | | | | | | | |

  98. Grants of Plan-Based Awards Table—2023

    (1)Actual STIP payments based on the Company’s fiscal 2023 performance are set forth under column (g) of our “Summary Compensation Table”. (2)Represents performance units issued pursuant to the Company’s 2023 Long-Term Incentive Program. Such award has the potential to vest up to 200% based on the level of performance targets achieved. Threshold, Target, and Maximum amounts shown in the table represent 50%, 100% and 200% of the award. See 2023 Long-Term Incentive Program (LTIP) Award in the Compensation Discussion and Analysis section for a discussion of the 2023 LTIP Award. (3)Represents performance units issued pursuant to the Company’s annual equity award. Such award has the potential to vest up to 200% based on the level of performance targets achieved. Threshold, Target, and Maximum amounts shown in the table represent 50%, 100% and 200% of the award. On March 13, 2024, the Compensation Committee certified the Company’s performance as achieving 110.14% of the target level of performance and determined that 110.14% of the performance shares will vest on April 3, 2026, provided the recipient remains employed by the Company through such date. (4)The grant date fair value calculations are computed in accordance with FASB ASC Topic 718 with respect to the restricted stock awarded to the named executive officers in fiscal 2023 under the 2012 Plan (disregarding any estimates of forfeitures related to service-based vesting conditions). These stock awards include shares that vest with the passage of time, annual performance units, and LTIP performance units. The value of the performance units are based on the probable outcome of the applicable performance criteria as of the grant date. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 14 (“Stock-Based Compensation”) of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the SEC on March 28, 2024.

  99. Grants of Plan-Based Awards Table—2023

    | 46 | DICK’S SPORTING GOODS, INC. |

  100. Outstanding Equity Awards At Fiscal Year End Table—2023

    Outstanding Equity Awards At Fiscal Year End Table—2023 The following table sets forth all unexercised stock options and unvested restricted stock awarded to our named executive officers by the Company that were outstanding as of February 3, 2024.

  101. Outstanding Equity Awards At Fiscal Year End Table—2023

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME (A) | 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(1) ($) (E) | OPTION EXPIRATION DATE (F) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (G) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (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) | | Lauren R. Hobart | | | | | | | | | | | | 20,386 | — | — | $28.31 | 4/3/2025 | | | | | | | 38,280 | — | — | $32.77 | 4/3/2026 | | | | | | | 120,499 | 40,167(2) | — | $11.31 | 3/22/2027 | | | | | | | | | | | | 31,538(3) | $4,918,666 | | | | | | | | | | 24,675(4) | $3,848,313 | | | | | | | | | | 24,632(5) | $3,841,607 | | | | | | | | | | 63,076(6) | $9,837,333 | | | | | | | | | | 24,675(7) | $3,848,313 | | | | | | | | | | | | 27,130(8) | $4,231,195 | | | | | | | | | | 8,494(9) | $1,324,724 | | Navdeep Gupta | | | | | | | | | | | | — | 16,211(2) | — | $11.31 | 3/22/2027 | | | | | | | | | | | | 4,416(3) | $688,719 | | | | | | | | | | 1,150(10) | $179,354 | | | | | | | | | | 247(11) | $38,522 | | | | | | | | | | 6,046(4) | $942,934 | | | | | | | | | | 6,422(5) | $1,001,575 | | | | | | | | | | 3,785(6) | $590,309 | | | | | | | | | | 2,591(7) | $404,092 | | | | | | | | | | | | 3,031(8) | $472,715 | | | | | | | | | | 4,247(9) | $662,362 | | Edward W. Stack | | | | | | | | | | | | 151,210 | — | — | $43.57 | 4/3/2024 | | | | | | | 160,600 | — | — | $28.31 | 4/3/2025 | | | | | | | 210,478 | — | — | $32.77 | 4/3/2026 | | | | | | | 718,849 | 239,617(2) | — | $11.31 | 3/22/2027 | | | | | | | | | | | | 31,538(3) | $4,918,666 | | | | | | | | | | 37,012(4) | $5,772,392 | | | | | | | | | | 33,975(5) | $5,298,741 | | | | | | | | | | 63,076(6) | $9,837,333 | | | | | | | | | | 37,012(7) | $5,772,392 | | | | | | | | | | | | 37,420(8) | $5,836,023 | | | | | | | | | | 5,097(9) | $794,928 |

  102. Outstanding Equity Awards At Fiscal Year End Table—2023

    | 2024 PROXY STATEMENT | 47 |

  103. Outstanding Equity Awards At Fiscal Year End Table—2023

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | 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(1) ($) (E) | OPTION EXPIRATION DATE (F) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (G) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (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) | | Raymond A. Sliva | | | | | | | | | | | | | | | | | 6,913(12) | $1,078,151 | | | | | | | | | | 4,281(5) | $667,665 | | | | | | | | | | | | 2,021(8) | $315,195 | | | | | | | | | | 4,247(9) | $662,362 | | Vlad Rak | | | | | | | | | | | | — | 10,011(13) | — | $21.71 | 5/3/2027 | | | | | | | | | | | | 7,948(3) | $1,239,570 | | | | | | | | | | 7,773(4) | $1,212,277 | | | | | | | | | | 6,422(5) | $1,001,575 | | | | | | | | | | 6,813(6) | $1,062,555 | | | | | | | | | | 3,332(7) | $519,659 | | | | | | | | | | | | 3,031(8) | $472,715 | | | | | | | | | | 4,247(9) | $662,362 |

  104. Outstanding Equity Awards At Fiscal Year End Table—2023

    (1)The Company declared a special cash dividend payable on September 24, 2021. The 2012 Plan requires that the exercise price of outstanding stock options granted under the 2012 Plan be reduced in an amount equal to the per share value of the special dividend. The 2012 Plan does not require an adjustment to the exercise price of outstanding stock options granted under the 2012 Plan due to the Company’s payment of a quarterly dividend. The information in this column reflects the adjusted exercise price of each stock option award. (2)Stock option vests at the rate of 25% per year, with vesting dates of March 22, 2021, March 22, 2022, March 22, 2023 and March 22, 2024. (3)Restricted stock award vests 100% on April 3, 2024. (4)Restricted stock award vests 100% on April 3, 2025. (5)Restricted stock award vests 100% on April 3, 2026. (6)On March 15, 2022, the Compensation Committee certified the Company’s performance as meeting the maximum level of performance under the 2021 annual performance share awards and determined that 200% of the performance shares will vest on April 3, 2024, provided the recipient remains employed by the Company through such date. This amount represents the maximum number of shares of unvested performance shares granted under the 2021 annual equity award. (7)On March 21, 2023, the Compensation Committee certified the Company’s performance as meeting the target level of performance under the 2022 annual performance unit awards and determined that 100% of the performance units will vest on April 3, 2025, provided the recipient remains employed by the Company through such date. This amount represents the target number of shares of unvested performance shares granted under the 2022 annual equity award. (8)On March 13, 2024, the Compensation Committee certified the Company’s performance as exceeding the target level of performance under the 2023 annual performance unit awards and determined that 110.14% of the performance units will vest on April 3, 2026, provided the recipient remains employed by the Company through such date. (9)Performance unit awards granted under our 2023 LTIP. As of February 3, 2024, the 2023 LTIP performance period was almost 50% complete and threshold level performance had not been achieved. Table reflects payouts at threshold level performance. If maximum level of performance is met for performance criteria set forth in the 2023 LTIP, then 200% of the units granted, or 400% of units shown in table above, will vest on April 3, 2025. If target level of performance is met for each performance criteria set forth in the 2023 LTIP, then 100% of the performance units granted, or 200% of units shown in table above, will vest on April 3, 2025. (10)Restricted stock award vests 100% on October 3, 2024. (11)Restricted stock award vests at the rate of 25% per year, with vesting dates of October 3, 2022, October 3, 2023, October 3, 2024, and October 3, 2025. (12)Restricted stock award vests at the rate of one-third annually with vesting dates of January 3, 2024, January 3, 2025, and January 3, 2026. (13)Stock option vests at the rate of 25% per year, with vesting dates of May 3, 2021, May 3, 2022, May 3, 2023 and May 3, 2024.

  105. Outstanding Equity Awards At Fiscal Year End Table—2023

    | 48 | DICK’S SPORTING GOODS, INC. |

  106. Option Exercises and Stock Vested Table—2023

    Option Exercises and Stock Vested Table—2023 The following table sets forth, with respect to our named executive officers, all options that were exercised and restricted stock that vested during fiscal 2023.

  107. Option Exercises and Stock Vested Table—2023

    | | 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) | | Lauren R. Hobart | — | $— | 74,955 | $10,665,347 | | Navdeep Gupta | 42,150 | $5,146,904(1) | 31,354 | $4,456,678 | | Edward W. Stack | 159,461 | $16,391,613(2) | 416,419 | $59,252,260 | | Raymond A. Sliva | — | $— | 3,455 | $479,727 | | Vlad Rak | 10,011 | $1,225,363(3) | 25,726 | $3,667,499 |

  108. Option Exercises and Stock Vested Table—2023

    (1)Mr. Gupta exercised stock options and sold the underlying shares as follows: stock options for 32,420 shares exercised at $11.31 per share, stock options for 2,627 shares exercised at $28.31 per share, and stock options for 3,551 shares exercised at $32.77 per share on March 24, 2023, and sold 19,203 of the shares received upon exercise to cover the option exercise price, fees, and taxes at a weighted-average price of $138.14 per share on the same date; and stock options for 3,552 shares exercised at $32.77 per share on June 7, 2023, and sold 2,027 shares received upon exercise to cover the option exercise price, fees, and taxes at a weighted-average price of $136.55 per share on the same date. (2)Mr. Stack exercised stock options and sold the underlying shares as follows: stock options for 159,461 shares exercised at $41.59 per share sold at a weighted-average price of $144.38 per share on March 13, 2023. (3)Mr. Rak exercised stock options and sold the underlying shares as follows: stock options for 10,011 shares exercised at $21.71 per share sold at a weighted-average price of $144.11 per share on December 14, 2023.

  109. Pension Benefits

    Pension Benefits The Company did not have in fiscal 2023, and currently does not have, any plans that provide for payments or other benefits at, following, or in connection with the retirement of our named executive officers, other than tax qualified and/or nonqualified defined contribution plans.

  110. Nonqualified Deferred Compensation Table—2023

    Nonqualified Deferred Compensation Table—2023 The following table sets forth amounts contributed during fiscal 2023 by our named executive officers under the Company’s defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  111. Nonqualified Deferred Compensation Table—2023

    | 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) | | Lauren R. Hobart | $1,327,404 | $200,000 | $460,019 | — | $5,972,678 | | Navdeep Gupta | $505,317 | $99,303 | $642,148 | — | $3,766,450 | | Edward W. Stack | $311,539 | $60,000 | $657,025 | $(2,047,402) | $4,285,401 | | Raymond A. Sliva | — | — | — | — | — | | Vlad Rak | $92,762 | $18,552 | $17,835 | — | $129,149 |

  112. Nonqualified Deferred Compensation Table—2023

    (1)Amounts set forth in this column (B) reflect amounts deferred and contributed by the named executive officer under the Officers’ Plan, which became effective April 1, 2007. Fiscal 2023 executive contributions are included in the Summary Compensation Table as 2023 Salary and/or 2023 Non-Equity Incentive Plan Compensation depending on the named executive officer’s deferral election. (2)Amounts set forth in this column (C) are reported in the Summary Compensation Table as Change in Pension Value and Nonqualified Deferred Compensation Earnings.

  113. Nonqualified Deferred Compensation Table—2023

    | 2024 PROXY STATEMENT | 49 |

  114. Nonqualified Deferred Compensation Table—2023

    As previously indicated, our named executive officers participate in the Officers’ Plan, pursuant to which they have the opportunity to defer up to 25% of their base salary and up to 100% of their annual performance incentive payment, to be allocated among a range of investment choices. Gains and losses are credited based on the participant’s election of a variety of investment choices. Participants’ accounts may appreciate and/or depreciate depending on the performance of their investment choices. None of the investment choices provide returns at above-market or preferential rates. Deferral amounts are 100% vested and matching contributions, including future contributions, become 100% vested after five years of plan participation, or upon the named executive officer’s death, disability or upon a change-in-control of the Company. Named executive officers may elect to receive distributions from the Officers’ Plan as a lump sum, in annual installments (with any installment term between two (2) and twenty (20) years), or a combination of the two options. Vested matching contributions may be distributed only after a named executive officer reaches age 55, or upon the named executive officer’s death or disability (as defined in applicable Treasury regulations), or in the event of certain hardships or changes of control (each as defined under Section 409A of the Code). Under the Officers’ Plan, the Company is required to match amounts deposited into plan accounts at a rate of 20% of the participant’s annual deferral, up to a $200,000 maximum match per year. Matching amounts are contributed as one lump sum following the end of the year, and the named executive officer must be an eligible participant as of December 31st to receive the matching contribution for that year. The Company also has the ability to make a discretionary matching contribution as determined from time to time. The Company may determine a vesting schedule for discretionary contributions that is different from the vesting schedule for mandatory matching contributions. The Company established a rabbi grantor trust, with a third-party trust company as trustee, for the purpose of providing the Company with a vehicle to fund participant contributions and Company matching amounts under the Officers’ Plan. The Officers’ Plan is intended to constitute a nonqualified, unfunded plan for federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, is intended to comply with Section 409A of the Code, and contains restrictions to help ensure compliance. Our obligations to pay deferred compensation under the Officers’ Plan are unsecured general obligations of the Company. We may amend or terminate the Officers’ Plan at any time in whole or in part, provided that no amendment or termination may reduce the amount credited to accounts at the time of such amendment or termination.

  115. Potential Payments Upon Termination Or Change-In-Control

    Potential Payments Upon Termination Or Change-In-Control Certain of our Company’s plans and programs provide for payments in connection with a termination of employment or a change-in-control of the Company. The Company does not have any employment agreements with our named executive officers, and there are no pension plans or other deferred compensation plans in which our named executive officers participate, other than the Officers’ Plan. The Company also does not have severance or change-in-control agreements in place with our named executive officers although some of our equity awards may contain change-in-control provisions as described below. The information below describes and quantifies certain compensation that would become payable under our existing plans and arrangements if a named executive officer’s employment had terminated on February 2, 2024, the last business day before the end of our 2023 fiscal year. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings plan. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, such as the timing during the year of any such event and the Company’s stock price, any actual amounts paid or distributed may differ from the amounts enumerated below. Equity Awards — Outstanding equity awards held by our named executive officers as of February 2, 2024 (the last trading day of fiscal 2023) were issued pursuant to our 2012 Plan. Upon termination of a named executive officer’s “continuous status” as an employee or consultant due to death or total and permanent disability (as defined in Section 22(e)(3) of the Code) (i) all unvested time-based restricted stock awards, and associated accumulated dividends, shall vest immediately and (ii) performance-based restricted stock awards and performance unit awards will vest if the performance metrics are met. If the termination of the officer’s continuous status occurs by any reason other than death or total and permanent disability, any time-based and performance-based restricted stock awards that have not vested shall, unless otherwise specified by the Compensation Committee or the terms of the award, be automatically forfeited.

  116. Potential Payments Upon Termination Or Change-In-Control

    | 50 | DICK’S SPORTING GOODS, INC. |

  117. Potential Payments Upon Termination Or Change-In-Control

    Regarding performance-based awards issued in connection with the 2021 performance shares, the 2022 performance unit award, the 2023 performance unit award, and the 2023 LTIP Award, upon the retirement of a named executive officer (generally defined as a voluntary termination by the officer on or after attainment of age 55 with a minimum of fifteen years of service), the Compensation Committee has the discretion to permit the award to vest on a pro-rated basis as long as the officer has served for a minimum duration during the performance period as specified in the agreement. Upon termination of a named executive officer’s continuous status for any reason, the non-vested portion of any stock option will expire immediately and any vested portion of a stock option shall remain exercisable for a period of (i) 90 days in the event of termination of the executive officer’s status as an employee; (ii) 12 months in event of termination as a result of death or total and permanent disability (as defined in Section 22(e)(3) of the Code); or (iii) 36 months in the event of retirement (as defined above), as determined by the Plan Administrator (or earlier in each instance upon expiration of the stock options term). “Continuous status” is defined as the absence of any interruption or termination of the employment or service relationship, except in the case of (i) sick leave, which is further defined in the 2012 Plan as approved medical, disability, or family leave; (ii) military leave; (iii) any other leave of absence approved by the Board, provided such period does not exceed 90 days, unless re-employment is guaranteed by contract, statute or Company policy; or (iv) transfers between locations of the Company or between the Company and its subsidiaries. The Board also may authorize outstanding awards to be assumed or an equivalent award be substituted by the successor corporation in a change in control scenario, and may assign such awards to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent award, then the Board may provide that all outstanding options and stock appreciation rights become vested and exercisable, and vesting restrictions on restricted stock and other awards lapse. The Board retains the ability to substitute, adjust, or otherwise settle outstanding awards, including cashing out such awards, as it deems appropriate and consistent with the 2012 Plan’s purposes. The 2012 Plan provides that unvested or unexercised equity awards may be subject to cancellation and that recoupment of the value of shares distributed under awards already vested may be required, upon the occurrence of certain specified events, including termination of employment for cause, violation of material Company policies, or other conduct that is detrimental to the business or reputation of the Company. In addition, awards may be subject to clawback, as determined by the Compensation Committee, to the extent required by applicable law or securities exchange listing standard, including, but not limited to, Section 304 of the Sarbanes-Oxley Act of 2002 and Section 303A.14 of the New York Stock Exchange Listed Company Manual. Officers’ Supplemental Savings Plan — Under the terms of the Officers’ Plan, in the event of a participant’s retirement or early retirement (defined below), death, disability (as defined in applicable Treasury regulations) or in the event of certain hardships or changes-in-control (each as defined under Section 409A of the Code), the participant is entitled to receive an amount equal to the participant’s contributions and vested and unvested matching and discretionary contributions by the Company. This amount is payable in a single lump sum unless the participant has elected to receive the distribution in installments. Upon termination of employment other than by reason of retirement, early retirement, death or termination for cause (defined below), the participant is entitled to receive a termination benefit equal to the participant’s contributions and the vested portion of the Company’s matching and discretionary contributions, together with any aggregate earnings on those amounts. If a participant is terminated for cause (defined below), the participant forfeits all rights to both vested and unvested contributions of the Company and is entitled to receive a benefit equal to the participant’s contributions, together with any aggregate earnings on the participant contributions, payable in a single lump sum. For our named executive officers, all payments would be deferred for a six-month period under Section 409A of the Code. The Company’s matching contributions under the Officers’ Plan vest only after a participant has completed at least five years of participation in the plan. The Company will determine separately the vesting of the Company’s discretionary contributions, if any. After five years of participation, all past and future Company contributions are fully vested. As of February 2, 2024, Ms. Hobart and Messrs. Stack and Gupta were fully vested in the Company’s contributions, while Messrs. Sliva and Rak were not. “Retirement” is defined in the Officers’ Plan as termination of employment, other than a termination for cause, on or after the date on which the participant has both attained age 55 and completed at least five years of participation in the Officers’ Plan, and “early retirement” is termination of employment, other than for cause, on or after the date on which the participant has completed at least five years of participation. “Termination for cause” is defined in the Officers’ Plan as termination of employment by reason of: (i) a substantial intentional failure to perform duties as an employee or to comply with any material provision of his or her employment agreement with the Company, where such failure is not cured within 30 days after receiving written notice from the Company specifying in reasonable detail the nature of the failure; (ii) a breach of fiduciary duty to the Company by reason of receipt of personal profits; (iii) conviction of a felony; or (iv) any other willful and gross misconduct committed by the participant. A “change-in-control” is defined in the Officers’ Plan as any of: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation; (iii) approval by the stockholders of the Company of any sale, lease, exchange or other transfer (in one or a series of

  118. Potential Payments Upon Termination Or Change-In-Control

    | 2024 PROXY STATEMENT | 51 |

  119. Potential Payments Upon Termination Or Change-In-Control

    transactions) of all or substantially all of the assets of the Company; (iv) approval by the stockholders of the Company of any merger or consolidation of the Company in which the holders of voting stock of the Company immediately before the merger or consolidation will not own 50% or more of the voting shares of the continuing or surviving corporation immediately after such merger or consolidation; or (v) a change of 50% (rounded to the next whole person) in the membership of the Company’s Board within a twelve-month period, unless the election or nomination for election by stockholders of each new director within such period was approved by the vote of two-thirds (rounded to the next whole person) of the directors then still in office who were in office at the beginning of the twelve-month period. Notwithstanding the foregoing, no event shall constitute a “change-in-control” for purposes of acceleration of distributions on termination of the Officers’ Plan if it is not a “change in the ownership or effective control of the corporation,” or “in the ownership of a substantial portion of the assets of the corporation,” “corporate dissolution,” or “with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A)” within the meaning of Section 409A of the Code. Insurance Benefits — The Company currently pays the premiums for three life insurance policies covering our Executive Chairman, the beneficiaries of which are chosen by Mr. Stack. Prior to his death, Mr. Stack may receive the cash surrender value of the policy. The Company also pays the premium for a disability insurance policy covering our Executive Chairman. For detail regarding the premiums paid by the Company for fiscal 2023, see footnote 9 of the “Summary Compensation Table” of this proxy statement. The following table shows the estimated benefits payable to each named executive officer in the event of his or her termination of employment under various scenarios or upon a change-in-control of our Company, assuming such event took place on February 2, 2024.

  120. Potential Payments Upon Termination Or Change-In-Control

    | | VOLUNTARY RESIGNATION OR TERMINATION WITHOUT CAUSE | INVOLUNTARY NOT FOR CAUSE TERMINATION | DEATH | DISABILITY | RETIREMENT | CHANGE-IN- CONTROL | | Lauren R. Hobart | | | | | | | | Officers’ Plan(1) | $5,972,678(1a) | $5,972,678(1a) | $5,972,678(1b) | $5,972,678(1b) | $5,972,678(1c) | $5,972,678(1d) | | Stock Options(2) | — | — | — | — | — | — | | Restricted Stock(3) | — | — | $13,217,408 | $13,217,408 | — | — | | 2021 Performance Shares(4) | — | — | $10,637,610(4a) | $10,637,610(4a) | — | $10,637,610(4c) | | 2022 Performance Units(5) | — | — | $3,983,100(5a) | $3,983,100(5a) | — | $3,983,100(5c) | | 2023 Performance Units(6) | — | — | $4,312,535(6a) | $4,312,535(6a) | — | $4,312,535(6c) | | 2023 LTIP(7) | — | — | $2,700,412(7a) | $2,700,412(7a) | — | $2,700,412(7c) | | Navdeep Gupta | | | | | | | | Officers’ Plan(1) | $3,766,450(1a) | $3,766,450(1a) | $3,766,450(1b) | $3,766,450(1b) | $3,766,450(1c) | $3,766,450(1d) | | Stock Options(2) | — | — | — | — | — | — | | Restricted Stock(3) | — | — | $2,968,348 | $2,968,348 | — | — | | 2021 Performance Shares(4) | — | — | $638,331(4a) | $638,331(4a) | — | $638,331(4c) | | 2022 Performance Units(5) | — | — | $418,246(5a) | $418,246(5a) | — | $418,246(5c) | | 2023 Performance Units(6) | — | — | $481,816(6a) | $481,816(6a) | — | $481,816(6c) | | 2023 LTIP(7) | — | — | $1,350,206(7a) | $1,350,206(7a) | — | $1,350,206(7c) | | Edward W. Stack | | | | | | | | Officers’ Plan(1) | $4,285,401(1a) | $4,285,401(1a) | $4,285,401(1b) | $4,285,401(1b) | $4,285,401(1c) | $4,285,401(1d) | | Stock Options(2) | — | — | — | — | — | — | | Restricted Stock(3) | — | — | $16,694,040 | $16,694,040 | — | — | | Insurance Benefits(8) | — | — | $6,413,407 | —(8a) | — | — | | 2021 Performance Shares(4) | — | — | $10,637,610(4a) | $10,637,610(4a) | $9,751,198(4b) | $10,637,610(4c) | | 2022 Performance Units(5) | — | — | $5,974,570(5a) | $5,974,570(5a) | $3,485,112(5b) | $5,974,570(5c) | | 2023 Performance Units(6) | — | — | $5,948,294(6a) | $5,948,294(6a) | $1,487,071(6b) | $5,948,294(6c) | | 2023 LTIP(7) | — | — | $1,620,279(7a) | $1,620,279(7a) | $—(7b) | $1,620,279(7c) |

  121. Potential Payments Upon Termination Or Change-In-Control

    | 52 | DICK’S SPORTING GOODS, INC. |

  122. Potential Payments Upon Termination Or Change-In-Control

    | | VOLUNTARY RESIGNATION OR TERMINATION WITHOUT CAUSE | INVOLUNTARY NOT FOR CAUSE TERMINATION | DEATH | DISABILITY | RETIREMENT | CHANGE-IN- CONTROL | | Raymond A. Sliva | | | | | | | | Officers’ Plan(1) | — | — | — | — | — | — | | Restricted Stock(3) | — | — | $1,786,311 | $1,786,311 | — | — | | 2023 Performance Units(6) | — | — | $321,269(6a) | $321,269(6a) | — | $321,269(6c) | | 2023 LTIP(7) | — | — | $1,350,206(7a) | $1,350,206(7a) | — | $1,350,206(7c) | | Vlad Rak | | | | | | | | Officers’ Plan(1) | $110,597(1a) | $110,597(1a) | $129,149(1b) | $129,149(1b) | $110,597(1c) | $129,149(1d) | | Stock Options(2) | — | — | — | — | — | — | | Restricted Stock(3) | — | — | $3,615,989 | $3,615,989 | — | — | | 2021 Performance Shares(4) | — | — | $1,148,995(4a) | $1,148,995(4a) | — | $1,148,995(4c) | | 2022 Performance Units(5) | — | — | $537,860(5a) | $537,860(5a) | — | $537,860(5c) | | 2023 Performance Units(6) | — | — | $481,816(6a) | $481,816(6a) | — | $481,816(6c) | | 2023 LTIP(7) | — | — | $1,350,206(7a) | $1,350,206(7a) | — | $1,350,206(7c) |

  123. Potential Payments Upon Termination Or Change-In-Control

    (1) Represents the participant’s and the Company’s contributions (vested and/or unvested), as described in the applicable footnote. As of February 2, 2024, all Company contributions were vested for Ms. Hobart and Messrs. Stack and Gupta. For additional information regarding the Officers’ Plan, see the “Nonqualified Deferred Compensation Table” and accompanying narrative of this proxy statement. (1a) Represents participant contributions and vested Company contributions (if any). Participant contributions are paid at the next scheduled settlement date after the termination and vested Company contributions are paid on the settlement date following the date the participants reach the age of 55. (1b) Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum, unless the participant elected scheduled distributions had commenced at the time of the event. If scheduled distributions had commenced at the time of the event, contributions will be paid in accordance with the distribution schedule. (1c) Represents participant contributions and vested Company contributions (if any). Participant contributions and Company contributions are paid in single lump sum, unless the participant elects scheduled distributions. (1d) Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum on the last day of the 15th month after the month in which the event took place unless the participant elected otherwise. (2) Upon termination of employment for any reason, unvested stock options are forfeited. Any vested portion will remain exercisable following termination for a period of 90 days other than in connection with death or disability, in which case vested stock options will remain exercisable for 12 months following termination, subject in each case to earlier termination due to expiration of the award. (3) Represents the value of unvested time-based restricted stock and accumulated dividends that would immediately vest upon termination of employment due to death or a total and permanent disability. Upon termination for any other reason, unvested restricted stock would be forfeited. In the event of a change-in-control, the Board may authorize all outstanding awards to be assigned to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent right, restricted stock awards shall vest. (4) Represents the value of unvested performance shares granted on April 3, 2021 (“2021 Performance Shares”) and accumulated dividends that would become owed to the participant under a particular scenario. (4a) Represents the value of unvested 2021 Performance Shares and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2021 Performance Share vesting period (i.e., April 3, 2024). (4b) Assuming the Compensation Committee exercises its discretion as described above, represents the value of unvested 2021 Performance Shares and accumulated dividends that would be owed to the participant upon their retirement (voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service and a length of service and age totaling at least 75) and that would vest on a pro-rated basis at the end of the 2021 Performance Share vesting period (i.e., April 3, 2024). (4c) Represents the value of unvested 2021 Performance Shares and accumulated dividends that would vest within 30 days of the event. (5) Represents the value of unvested performance units granted on April 3, 2022 (“2022 Performance Units”) and accumulated dividends that would become owed to the participant under a particular scenario. (5a) Represents the value of unvested 2022 Performance Units and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2022 Performance Unit vesting period (i.e., April 3, 2025). (5b) Assuming the Compensation Committee exercises its discretion as described above, represents the value of unvested 2022 Performance Units and accumulated dividends that would be owed to the participant upon their retirement (voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service) and that would vest on a pro-rated basis at the end of the 2022 Performance Units vesting period (i.e., April 3, 2025). (5c) Represents the value of unvested 2022 Performance Units and accumulated dividends that would vest within 30 days of the event. (6) Represents the value of unvested performance units granted on April 3, 2023 (“2023 Performance Units”) and accumulated dividends that would become owed to the participant under a particular scenario. (6a) Represents the value of unvested 2023 Performance Units and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2023 Performance Unit vesting period (i.e., April 3, 2026). (6b) Assuming the Compensation Committee exercises its discretion as described above, represents the value of unvested 2023 Performance Units and accumulated dividends that would be owed to the participant upon their retirement (voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service) and that would vest on a pro-rated basis at the end of the 2023 Performance Units vesting period (i.e., April 3, 2026).

  124. Potential Payments Upon Termination Or Change-In-Control

    | 2024 PROXY STATEMENT | 53 |

  125. Potential Payments Upon Termination Or Change-In-Control

    (6c) Represents the value of unvested 2023 Performance Units and accumulated dividends that would vest within 30 days of the event. (7) Represents the value of unvested 2023 LTIP Performance Units granted on April 3, 2023 and accumulated dividends that would become owed to the participant under a particular scenario. (7a) Represents the value of unvested 2023 LTIP Performance Units and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2023 LTIP vesting period (i.e., April 3, 2025). (7b) Represents the value of unvested 2023 LTIP Performance Units and accumulated dividends that would be owed to the participant upon their retirement (voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service). Mr. Stack would not have worked the requisite 50% of the performance period as of February 2, 2024 to be eligible for retirement treatment. (7c) Represents the value of unvested 2023 LTIP Performance Units and accumulated dividends that would vest within 30 days of the event. (8) Our Executive Chairman is covered by three life insurance policies paid for by the Company, the beneficiaries of which are chosen by Mr. Stack (prior to his death the executive may receive the cash surrender value of the policy). If our Executive Chairman had died on February 3, 2024, the beneficiaries under said policies would have received $4,000,000, $2,413,407, and $166,586 under the policies. The Company also pays the premium for a disability insurance policy covering our Executive Chairman which provides up to $10,000 per month coverage. (8a) Does not include the up to $10,000 per month benefit under Mr. Stack’s disability insurance discussed above.

  126. Potential Payments Upon Termination Or Change-In-Control

    | 54 | DICK’S SPORTING GOODS, INC. |

  127. CEO Pay Ratio

    CEO Pay Ratio We are required by the SEC to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. For 2023: ■The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this proxy statement, was $13,575,226; and ■The median of the annual total compensation of all employees of our Company (excluding our Chief Executive Officer) was $11,353; and ■The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 1,196 to 1. To identify the median employee, we first determined our employee population as of the last day of our fiscal year, February 3, 2024, which totaled 55,524 individuals. We excluded 50 associates based in Hong Kong from this total pursuant to the de minimis exemption under SEC regulations. Our adjusted employee population therefore consisted of 18,845 full-time, 35,238 part-time, and 1,391 temporary employees, for a total of 55,474 individuals. These totals do not include individuals that we classify as independent contractors for tax purposes. Next, we reviewed Medicare wages for the adjusted employee population in fiscal 2023, as reported to the Internal Revenue Service on Form W-2, to determine our median employee. We did not annualize wages for teammates that were not employed with the Company for the full year. Our median employee is a part-time Retail Cashier who has worked for the Company since 2022 and averaged 17 hours per week in 2023. Once the median employee was identified, we combined all of the elements of the median employee’s compensation for 2023, including bonuses earned, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in a total annual compensation of $11,353 for our median employee. DICK’S Sporting Goods relies on part-time and temporary employees to support our stores and distribution centers, particularly during the holiday season. To that end, in addition to the required ratio above, we also provide the following supplemental information regarding the relationship of the annual total compensation of our full-time employees and the annual total compensation of our Chief Executive Officer. If part-time and temporary employees are excluded from the median annual total compensation calculation, the median annual total compensation of the remaining full-time employees is $43,157. Our median full-time employee is a Retail Loss Prevention Lead who has been with the Company for 4 years. The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median full-time employee was 315 to 1. The pay ratio included above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC regulations permit companies to adopt a variety of methodologies, apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Consequently, the pay ratio reported by other companies, including those companies in our Retail Peer Group, may not be comparable to the pay ratio reported above.

  128. CEO Pay Ratio

    | 56 | DICK’S SPORTING GOODS, INC. |

  129. 2023 Pay Versus Performance

    2023 Pay Versus Performance The following table and supporting narrative shows the total compensation for our Primary Executive Officers and, on an averaged basis, our other NEOs, for the past four fiscal years as set forth in the Summary Compensation Table, and the “compensation actually paid” to the same group (in each case, as determined under applicable SEC rules), as compared to certain other required metrics.

  130. Pay Versus Performance Table

    Pay Versus Performance Table

  131. Pay Versus Performance Table

    | YEAR (A) | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST PEO (B)($)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR SECOND PEO (B)($)(2) | COMPENSATION ACTUALLY PAID TO FIRST PEO (C)($)(1)(7) | COMPENSATION ACTUALLY PAID TO SECOND PEO (C)($)(2)(7) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (D)($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (E)($)(3)(7) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($mm) (H) | ADJUSTED NON-GAAP EARNINGS BEFORE TAXES (I)($mm)(6) | | | | | | | | | TOTAL SHAREHOLDER RETURN (F)($)(4) | PEER GROUP TOTAL SHAREHOLDER RETURN (G)($)(5) | | | | 2023 | — | $13,575,226 | — | $23,065,140 | $6,696,899 | $14,707,587 | $407 | $179 | $1,047 | $1,433 | | 2022 | — | $8,434,366 | — | $12,575,614 | $4,323,685 | $8,230,092 | $320 | $155 | $1,043 | $1,447 | | 2021 | — | $9,566,004 | — | $32,721,261 | $4,122,786 | $28,328,226 | $281 | $161 | $1,520 | $2,025 | | 2020 | $15,773,808 | — | $87,822,841 | — | $3,525,134 | $14,839,647 | $157 | $121 | $530 | $733 |

  132. Pay Versus Performance Table

    (1)Reflects total compensation as shown in the Summary Compensation Table for Executive Chairman, Edward W. Stack, who served as our Chief Executive Officer (PEO) in 2020, as previously disclosed in our 2023 Proxy Statement (Referred to in these footnotes as PEO#1). (2)Reflects total compensation as shown in the Summary Compensation Table for our Chief Executive Officer, Lauren R. Hobart, who served as our Chief Executive Officer (PEO) in 2021, 2022 and 2023 (Referred to in these footnotes as PEO#2). (3)Reflects averaged total compensation for: Lee J. Belitsky, Lauren R. Hobart, Vlad Rak, and Donald J. Germano in 2020, as previously disclosed in our 2023 Proxy Statement; Navdeep Gupta, Lee J. Belitsky, Edward W. Stack, Donald J. Germano, and Vlad Rak in 2021; and Navdeep Gupta, Edward W. Stack, Raymond A. Sliva, and Vlad Rak in 2022 and 2023, as shown in the Summary Compensation Table for each respective year. (4)Represents the cumulative total shareholder return (“TSR”) of the Company from the end of fiscal 2019 through the end of the 2020, 2021, 2022 and 2023 fiscal periods, assuming $100 was invested in the Company’s common stock at the beginning of the measurement period and that all dividends were reinvested. (5)Represents the cumulative TSR of the S&P 500 Specialty Retail Industry Index for the relevant measuring period, assuming $100 was invested in the S&P 500 Specialty Retail Industry Index at the beginning of the measurement period and that all dividends were reinvested. (6)The company selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP (as defined below) to our NEOs for fiscal 2023 to our Company’s performance, is adjusted consolidated earnings before taxes, referred to as Adjusted Non-GAAP EBT, a Non-GAAP financial measure. See Appendix A for the GAAP to non-GAAP reconciliations and related information. (7)SEC rules require that certain adjustments, both deductions and additions, be made to the Summary Compensation Table totals to determine “compensation actually paid” (“CAP”) as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is required by SEC rules to be calculated as Summary Compensation Table total compensation with the following required adjustments:

  133. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL ($) | DEDUCTIONS FROM SUMMARY COMPENSATION TABLE TOTAL PAY ($)(1) | ADDITIONS TO SUMMARY COMPENSATION TABLE TOTAL PAY ($)(4) | COMPENSATION ACTUALLY PAID ($) | | Lauren R. Hobart(2), President and Chief Executive Officer (PEO#2) | | | | | | 2023 | $13,575,226 | $(9,750,307) | $19,240,221 | $23,065,140 | | 2022 | $8,434,366 | $(5,000,142) | $9,141,390 | $12,575,614 | | 2021 | $9,566,004 | $(5,000,035) | $28,155,292 | $32,721,261 | | Edward W. Stack(3), Executive Chairman (PEO#1) | | | | | | 2020 | $15,773,808 | $(10,000,002) | $82,049,035 | $87,822,841 | | Average for other Named Executive Officers indicated above | | | | | | 2023 | $6,696,899 | $(4,712,715) | $12,723,403 | $14,707,587 | | 2022 | $4,323,685 | $(2,687,610) | $6,594,017 | $8,230,092 | | 2021 | $4,122,786 | $(1,680,094) | $25,885,534 | $28,328,226 | | 2020 | $3,525,134 | $(1,406,157) | $12,720,670 | $14,839,647 |

  134. Pay Versus Performance Table

    (1)Reflects the grant date fair values as reported under the “Options Awards” and “Stock Awards” columns of the Summary Compensation Table from the applicable year.

  135. Pay Versus Performance Table

    | 2024 PROXY STATEMENT | 57 |

  136. Pay Versus Performance Table

    (2)Lauren R. Hobart was named President and Chief Executive Officer, and therefore PEO #2, in 2021, 2022 and 2023. Her compensation details are included in the average for other Named Executive Officers for 2020. (3)Executive Chairman Edward W. Stack served as Chairman and Chief Executive Officer, and therefore PEO #1, in 2020. His compensation details are included in the average for other Named Executive Officers for 2021, 2022 and 2023. (4)The following table sets forth additional adjustments made during each year represented in the Pay Versus Performance Table to arrive at the referenced CAP for the individuals listed therein.

  137. Pay Versus Performance Table

    | YEAR | YEAR END FAIR VALUE OF CURRENT YEAR EQUITY AWARDS ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($)(4) | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE SAME YEAR ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEAR THAT VESTED IN THE YEAR ($)(4) | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR ($) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION ($)(3) | TOTAL EQUITY AWARD ADJUSTMENTS ($) | | Lauren R. Hobart(1), President and Chief Executive Officer (PEO#2) | | | | | | | | | 2023 | $10,854,673 | $5,471,001 | $— | $2,090,979 | $— | $823,568 | $19,240,221 | | 2022 | $6,229,451 | $3,536,215 | $— | $(1,601,641) | $— | $977,365 | $9,141,390 | | 2021 | $10,709,359 | $16,205,968 | $— | $1,155,803 | $— | $84,162 | $28,155,292 | | Edward W. Stack(2), Executive Chairman (PEO#1) | | | | | | | | | 2020 | $71,389,840 | $15,148,625 | $— | $(4,815,279) | $— | $325,849 | $82,049,035 | | Average for other Named Executive Officers indicated above | | | | | | | | | 2023 | $5,227,077 | $3,378,662 | $— | $2,813,739 | $— | $1,303,925 | $12,723,403 | | 2022 | $2,959,021 | $4,391,754 | $— | $(1,407,544) | $— | $650,786 | $6,594,017 | | 2021 | $3,367,199 | $20,904,721 | $— | $1,519,563 | $— | $94,051 | $25,885,534 | | 2020 | $8,731,594 | $4,818,032 | $— | $(884,462) | $— | $55,506 | $12,720,670 |

  138. Pay Versus Performance Table

    (1)Lauren R. Hobart was named President and Chief Executive Officer and therefore PEO #2 in 2021, 2022 and 2023. Her compensation details are included in the average for other Named Executive Officers for 2020. (2)Executive Chairman Edward W. Stack served as Chairman and Chief Executive Officer, and therefore PEO #1, in 2020. His compensation details are included in the average for other Named Executive Officers for 2021, 2022 and 2023. (3)Represents dividends paid on equity awards vesting during the period, which were accrued during the vesting period of the award. (4)Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock awards and units are valued based upon the stock price on the relevant measurement date, but are also adjusted to reflect a payout factor for their performance conditions, consistent with assumptions used for ASC 718 purposes. Stock options are valued using a Black Scholes model as at the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 14 (“Stock-Based Compensation”) of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the SEC on March 28, 2024.

  139. Pay Versus Performance Table

    | 58 | DICK’S SPORTING GOODS, INC. |

  140. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance Below are charts that provide a clear, visual depiction showing the relationship of CAP to our PEO#1, PEO#2 and other Named Executive Officers in 2020, 2021, 2022 and 2023 to (1) TSR of both DICK’S Sporting Goods and the S&P 500 Specialty Retail Industry Index, (2) DICK’S Sporting Goods net income and (3) Adjusted Non-GAAP EBT. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals.

  141. Compensation Actually Paid versus TSR 2020 - 2023

    Compensation Actually Paid versus TSR 2020 - 2023

  142. Compensation Actually Paid versus Net Income and Adjusted Non-GAAP EBT 2020 - 2023

    Compensation Actually Paid versus Net Income and Adjusted Non-GAAP EBT 2020 - 2023

  143. Compensation Actually Paid versus Net Income and Adjusted Non-GAAP EBT 2020 - 2023

    | 2024 PROXY STATEMENT | 59 |