Form 10-Q DICK'S SPORTING GOODS, For: Jul 31
Exhibit 10.2
August 19, 2021
Lee J. Belitsky
Lee.Belitsky@dcsg.com
Dear Lee:
It is my great pleasure to confirm the terms of your ongoing employment with DICK’s Sporting Goods.
You will continue in your current role of Executive Vice President – Chief Financial Officer until October 1, 2021. As of that date, you will continue to serve the company with the title of Executive Vice President, reporting to Lauren Hobart. In your new role you will receive your current compensation and benefits. You will initially have oversight of Real Estate, Supply Chain and Gamechanger, although these areas of responsibility may change over time.
Please confirm the terms of this arrangement by signing and returning this letter to me.
Thank you for your continued service to DICK’S and for assisting us with a smooth transition of your role! Please contact me at contact me at 313-348-4591 with any questions.
Sincerely,
Julie Lodge-Jarrett
Chief People Officer
| /s/ Lee J. Belitsky | August 19, 2021 | |||||||
| Signature of Lee Belitsky | Date | |||||||
Exhibit 10.3
| www.DicksSportingGoods.com | 345 Court Street · Coraopolis, PA 15108 | ||||
| Main Phone: 724-273-3400 | |||||
EMP ID: 0468905
August 19, 2021
Dear Navdeep,
Congratulations! I am delighted to offer you the position of Executive Vice President, hief Financial Officer. In this role, you will report directly to me. The major provisions of your offer are as follows, effective 10/1/2021.
Base Pay: Your annual salary will be $575,000 paid bi-weekly. Your next opportunity for a merit increase will be in the spring of 2022.
Annual Incentive: Your target incentive award is increased from 60% to 70% of your eligible earnings. The award can range from 0% to 140% based on company performance. Your fiscal year 2021 incentive will be pro-rated based on the time spent in your current role and time spent in your new role. Your next opportunity for a potential incentive payout for fiscal year 2021 will be in the spring of 2022.
Promotional Equity: You will receive a promotional equity grant on 10/3/2021 valued at $200,000 consisting of a restricted stock grant valued at $140,000 that will cliff vest after three years and a restricted stock grant valued at $60,000 that will vest 25% each year over a four-year period.
Annual Equity: Your target equity award is $700,000 and will consist of both restricted stock and performance shares. The mix between restricted stock and performance shares will be determined annually, prior to the annual grant cycle in April, and may fluctuate based on company strategic initiatives and performance. Each year the Board of Directors determines the amount of equity granted to each eligible teammate; your grant may vary from this target amount based on performance and career trajectory. Your next opportunity to receive an annual grant will be in 2022.
Long-Term Incentive Plan: You are eligible to participate in the DICK’S Sporting Goods long-term incentive plan (LTIP). The LTIP program periodically provides senior executives with performance shares that may be earned based on performance against pre-determined goals. The next LTIP award is expected to be granted in the first half of 2022. Your target award level is $1,000,000 and can range from no payout to 2x the
number of target shares based on performance. Additional details will be provided closer to the grant date.
Health & Welfare Benefits and Paid Time Off: Your health and welfare benefits and paid time off will remain the same.
Terms: DICK’S is an at-will employer, which means that either you or DICK’S are free to end the employment relationship at any time, with or without notice or cause. All compensation and benefit plans are governed by their respective plan documents. In addition, enclosed is a new Non-Compete Agreement that you will need to execute. Please review, sign and forward the Agreement to my attention.
Once again, we’d like to congratulate you on your promotion.
Sincerely,
/s/ Lauren Hobart
Lauren Hobart
President & CEO
Upon acceptance of the position, please sign and date below:
| /s/ Navdeep Gupta | August 19, 2021 | |||||||
| Signature of Navdeep Gupta | Date | |||||||
Exhibit 31.1
CERTIFICATIONS
I, Lauren R. Hobart, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| /s/ LAUREN R. HOBART | Date: August 25, 2021 | ||||
| Lauren R. Hobart | |||||
| President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATIONS
I, Lee J. Belitsky, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "registrant");
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| /s/ LEE J. BELITSKY | Date: August 25, 2021 | ||||
Lee J. Belitsky | |||||
| Executive Vice President – Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "Company") for the period ended July 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lauren R. Hobart, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ LAUREN R. HOBART | Date: August 25, 2021 | ||||
| Lauren R. Hobart | |||||
| President and Chief Executive Officer | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "Company") for the period ended July 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lee J. Belitsky, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ LEE J. BELITSKY | Date: August 25, 2021 | ||||
Lee J. Belitsky | |||||
| Executive Vice President – Chief Financial Officer | |||||