DICK'S SPORTING GOODS, INC.DKS
DICK'S SPORTING GOODS, INC. Stock Compensation Disclosure
Stock-Based Compensation
The Company has the ability to grant restricted and performance-based restricted stock, including shares and units, and options to purchase common stock under the 2012 Plan, under which 6,928,238 shares of common stock were available for future issuance at the end of fiscal 2024. The following table provides total stock-based compensation recognized in the Consolidated Statements of Income for the fiscal years presented (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
Restricted stock expense | $ | 43,130 | $ | 36,196 | $ | 36,261 | |||||||||||
| Performance-based restricted stock expense | 27,557 | 19,053 | 10,585 | ||||||||||||||
Stock option expense | 314 | 2,036 | 3,757 | ||||||||||||||
| Total stock-based compensation expense | $ | 71,001 | $ | 57,285 | $ | 50,603 | |||||||||||
| Total related tax benefit | $ | 12,768 | $ | 10,616 | $ | 9,730 | |||||||||||
Restricted Stock
The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of the applicable vesting period. Restricted stock awards generally vest on the third anniversary of the date of grant, subject to the employee’s continued employment as of that date. The fair value of restricted stock is determined on the date of grant using the Company’s stock price.
Restricted stock activity for fiscal 2024 is presented in the following table:
| Restricted Stock | |||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Intrinsic Value (in millions) | |||||||||||||||
| Nonvested, February 3, 2024 | 1,156,146 | $ | 110.17 | $ | 180.3 | ||||||||||||
| Granted | 265,969 | 209.61 | |||||||||||||||
| Vested | (364,991) | 101.59 | |||||||||||||||
| Forfeited | (58,768) | 122.92 | |||||||||||||||
| Nonvested, February 1, 2025 | 998,356 | $ | 139.05 | $ | 239.7 | ||||||||||||
As of February 1, 2025, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of restricted stock was approximately $57.0 million, which the Company expects to recognize over a weighted average period of approximately 1.29 years. The total grant date fair value of restricted stock that vested during 2024, 2023 and 2022 was $37.1 million, $39.7 million and $24.3 million, respectively. The weighted average grant date fair value for restricted stock granted in 2024, 2023 and 2022, was $209.61, $126.11 and $104.07, respectively.
Performance-based Restricted Stock
The Company issues performance-based restricted stock to eligible employees in support of the Company’s strategic initiatives. Performance-based restricted stock, including shares and units, generally vest on the third anniversary of the date of grant and are subject to the employees’ continued employment as of that date. Additionally, the number of awards vesting depend upon the achievement of certain performance criteria established for the fiscal year in which they are granted, which can result in a payout range of 0% to 200% of the original award amount. The fair value of performance-based restricted stock is based on the Company’s stock price on the date of grant. Awards granted during fiscal 2024 currently assume target, or 100%, attainment of certain performance-based criteria. Upon determination of actual performance criteria attainment, the actual number of shares issued will be adjusted, which may be above or below target.
Performance-based restricted stock activity for fiscal 2024 is presented in the following table:
| Performance-based Restricted Stock | |||||||||||||||||
| Shares/Units | Weighted Average Grant Date Fair Value | Intrinsic Value (in millions) | |||||||||||||||
| Nonvested, February 3, 2024 | 543,717 | $ | 112.12 | $ | 84.8 | ||||||||||||
Granted (1) | 88,417 | 203.88 | |||||||||||||||
| Vested | (208,310) | 79.27 | |||||||||||||||
| Forfeited | (18,069) | 138.18 | |||||||||||||||
Nonvested, February 1, 2025 | 405,755 | $ | 147.82 | $ | 97.4 | ||||||||||||
(1)Includes 10,004 awards with a weighted-average grant date fair value of $147.17 that were issued during fiscal 2024 based on the determination of actual performance criteria attainment of 110% for awards granted in fiscal 2023. These awards are expected to vest in fiscal 2026.
As of February 1, 2025, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of performance-based restricted stock was approximately $23.4 million, which the Company expects to recognize over a weighted average period of approximately 0.80 years. The total grant date fair value of performance-based restricted stock that vested during 2024, 2023 and 2022 was $16.5 million, $0.1 million and $22.9 million, respectively. The weighted average grant date fair value for performance-based restricted stock granted in 2024, 2023 and 2022, was $203.88, $146.90 and $101.32, respectively.
Stock Options
Historically, the Company has granted stock options to certain teammates, which vested 25% per year over four years and had a seven-year contractual life. When options are exercised, the Company issues new shares of common stock.
The fair value of stock options is measured on their grant date using the Black-Scholes option valuation model. The Company did not grant any stock options during fiscal 2024, 2023 and 2022.
Fiscal 2024 stock option activity is presented in the following table:
| Shares Subject to Options | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Outstanding, February 3, 2024 | 2,060,026 | $ | 18.72 | 2.61 | $ | 282.7 | |||||||||||||||||
| Exercised | (714,542) | 25.18 | |||||||||||||||||||||
| Forfeited / Expired | (2,271) | 39.18 | |||||||||||||||||||||
| Outstanding, February 1, 2025 | 1,343,213 | $ | 15.25 | 1.98 | $ | 302.0 | |||||||||||||||||
| Exercisable, February 1, 2025 | 1,342,841 | $ | 15.23 | 1.98 | $ | 301.9 | |||||||||||||||||
| Vested or expected to vest, February 1, 2025 | 1,343,209 | $ | 15.25 | 1.98 | $ | 302.0 | |||||||||||||||||
The following table presents stock option information for the last three fiscal years (in millions):
| 2024 | 2023 | 2022 | |||||||||||||||
| Total intrinsic value of stock options exercised | $ | 140.7 | $ | 69.2 | $ | 71.4 | |||||||||||
| Income tax benefit from the exercise of stock options | $ | 16.7 | $ | 13.7 | $ | 11.6 | |||||||||||
| Total fair value of stock options vested | $ | 1.8 | $ | 3.3 | $ | 4.9 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2025 | Showing above |
| 2019 | Mar 29, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.