Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1.u1
Pay vs Performance Disclosure
$ / shares in Units, pure in Millions
 12 Months Ended
Feb. 03, 2024
USD ($)
Jan. 28, 2023
USD ($)
$ / shares
shares
Jan. 29, 2022
USD ($)
Jan. 30, 2021
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
The following information is presented to disclose the relationship between executive “compensation actually paid,” as calculated under applicable SEC rules, and the Company’s financial performance.
Pay versus Performance Table
The following table provides information on the total compensation and compensation actually paid to our principal executive officer and to our other named executive officers, along with the total shareholder return of the Company and our executive compensation peer group, our net income and our adjusted operating income for the fiscal years 2023, 2022, 2021 and 2020. The Company-selected measure for evaluating pay versus performance is adjusted operating income. The Company-selected peer group is the Company’s compensation benchmarking peer group for 2023. The compensation actually paid to our named executive officers has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
​
Year
​ ​
Summary
Compensation
Table Total for
Principal
Executive
Officer(1)
(Dreiling &
Witynski)
​ ​
Summary
Compensation
Table Total for
Principal
Executive
Officer(2)
(Philbin)
​ ​
Compensation
Actually Paid
to Principal
Executive
Officer(1)
(Dreiling &
Witynski)
​ ​
Compensation
Actually Paid
to Principal
Executive
Officer(2)
(Philbin)
​ ​
Average
Summary
Compensation
Table Total for
Non-Principal
Executive
Officer
NEOs(3)
​ ​
Average
Compensation
Actually Paid
to Non-
Principal
Officer
NEOs(3)(4)(6)
​
​ 2023 ​ ​ ​ $ 3,360,766 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (12,587,550) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 4,054,064 ​ ​ ​ ​ $ 2,938,499 ​ ​
​ 2022 ​ ​ ​ ​ 13,975,672 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 20,670,372 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 22,391,696(5) ​ ​ ​ ​ ​ 22,135,106(5) ​ ​
​ 2021 ​ ​ ​ ​ 10,249,968 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 15,287,848 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4,467,484 ​ ​ ​ ​ ​ 6,925,640 ​ ​
​ 2020 ​ ​ ​ ​ 10,767,887 ​ ​ ​ ​ ​ 9,474,478 ​ ​ ​ ​ ​ 8,033,239 ​ ​ ​ ​ ​ 10,483,365 ​ ​ ​ ​ ​ 4,826,593 ​ ​ ​ ​ ​ 5,421,605 ​ ​
​
Year
​ ​
Value of Initial Fixed $100
Investment Based on:
​ ​
Company Net
Income
(dollars in
millions)
​ ​
Company
Adjusted
Operating
Income(9)
(dollars in
millions)
​
​
Company
Total
Shareholder
Return(7)
​ ​
Peer Group
Total
Shareholder
Return(7)(8)
​
​ 2023 ​ ​ ​ $ 159.31 ​ ​ ​ ​ $ 156.96 ​ ​ ​ ​ $ (998.4) ​ ​ ​ ​ $ 1,784.8 ​ ​
​ 2022 ​ ​ ​ ​ 172.70 ​ ​ ​ ​ ​ 154.16 ​ ​ ​ ​ ​ 1,615.4 ​ ​ ​ ​ ​ 2,311.5 ​ ​
​ 2021 ​ ​ ​ ​ 147.57 ​ ​ ​ ​ ​ 156.09 ​ ​ ​ ​ ​ 1,327.9 ​ ​ ​ ​ ​ 1,852.6 ​ ​
​ 2020 ​ ​ ​ ​ 116.76 ​ ​ ​ ​ ​ 127.02 ​ ​ ​ ​ ​ 1,341.9 ​ ​ ​ ​ ​ 2,186.8 ​ ​
​
(1)
Richard Dreiling became our principal executive officer at the beginning of fiscal year 2023. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022.
​
(2)
Gary Philbin was our principal executive officer prior to the beginning of fiscal year 2020 until July 20, 2020.
​
(3)
The following table sets forth the adjustments made during each year represented in the table above to arrive at compensation actually paid to our principal executive officer during each of the years in question:
​
​
Adjustments to determine compensation actually paid for principal executive officer
​ ​
2023
​
​
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
​ ​ ​ ​ — ​ ​
​
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
​ ​ ​ ​ — ​ ​
​ Deduction for fair value of awards granted in a prior year that were forfeited during year ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that remained unvested at year-end ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that vested during year ​ ​ ​ ​ — ​ ​
​ Change in fair value from prior year-end to year-end of awards granted in a prior year that were
outstanding and unvested at year-end 		​ ​ ​ ​ (12,758,656) ​ ​
​ Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year ​ ​ ​ ​ (3,189,660) ​ ​
​ Increase based upon incremental fair value of awards modified during year ​ ​ ​ ​ — ​ ​
​ Increase based on dividends or other earnings paid during year prior to vesting ​ ​ ​ ​ — ​ ​
​
(4)
During 2023, our remaining named executive officers consisted of Michael Creedon, Jr., Jeffrey Davis, Lawrence Gatta, Jr., and Richard McNeely. During 2022, our remaining named executive officers consisted of Jeffrey Davis, Kevin Wampler, Richard Dreiling, Lawrence Gatta, Jr., Alasdair James, Thomas O’Boyle, Jr. and Richard McNeely. During 2021, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Alasdair James and Richard McNeely. During 2020, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Richard McNeely and Thomas O’Boyle, Jr.
​
(5)
Mr. Dreiling was a NEO for fiscal year 2022 but was not appointed as principal executive officer until the beginning of fiscal year 2023. As a result, Mr. Dreiling’s compensation for 2022 has been included in the amounts for non-principal executive officer NEOs for 2022, including the value of a one-time award of options to Mr. Dreiling to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as an employment inducement in connection with his appointment as Executive Chairman in March 2022.
​
(6)
The following table sets forth the adjustments made during each year represented in the table above to arrive at average compensation actually paid to our remaining named executive officers during each of the years in question:
​
​ Adjustments to determine compensation actually paid for
remaining named executive officers 		​ ​
2023
​ ​
​
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
​ ​ ​ ​ (1,849,821) ​ ​ ​
​
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
​ ​ ​ ​ (462,477) ​ ​ ​
​ Deduction for fair value of awards granted in a prior year that were forfeited during year ​ ​ ​ ​ — ​ ​ ​
​ Increase for fair value of awards granted during year that remained unvested at year-end ​ ​ ​ ​ 1,444,647 ​ ​ ​ ​ ​ — ​ ​
​ Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end ​ ​ ​ ​ (95,344) ​ ​ ​
​ Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year ​ ​ ​ ​ (152,570) ​ ​ ​
​ Increase based upon incremental fair value of awards modified during year ​ ​ ​ ​ — ​ ​ ​
​ Increase based on dividends or other earnings paid during year prior to vesting ​ ​ ​ ​ — ​ ​ ​
​
(7)
These columns represent cumulative shareholder return on our common stock and on the Company’s benchmarking peer group for 2023, assuming a fixed investment of $100 on January 31, 2020, in our common stock. The stock price performance shown in the table is not necessarily indicative of future price performance.
​
(8)
The Company’s benchmarking peer group in 2023 included the following sixteen companies (the “2023 Peer Group”): Albertsons Companies, Inc., Autozone, Inc., BJ’s Wholesale Club Holdings, Inc., Burlington Stores, Inc., Dollar General Corporation, Lowe’s Companies, Inc., Macy’s, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Target Corporation, The Gap, Inc., The Kroger Co., The TJX Companies, Inc., Tractor Supply Company and Walgreens Boots Alliance. The Company’s benchmarking peer group
​
in 2021 and 2022 included the following eighteen companies (the “2021/2022 Peer Group”): Bed Bath & Beyond, Inc., Best Buy Co., Inc., BJ’s Wholesale Club Holdings, Inc., Dollar General Corporation, Gap, Inc., Genuine Parts Company, Home Depot, Inc., Kohls Corporation, Lowe’s Companies, Inc., Macy’s Inc., McDonalds Corporation, Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Starbucks Corporation, Target Corporation, TJX Companies, Inc. and Tractor Supply Company. The Company established the 2023 Peer Group in September 2022 following a review and evaluation, with the assistance of Meridian, of the peer group used for executive compensation, as discussed in “Compensation Discussion and Analysis—Compensation Governance—Use of Peer Group on page 48. Had the Company maintained the 2021/2022 Peer Group in fiscal year 2023 then the cumulative total shareholder return for the 2021/​2022 Peer Group, assuming a fixed investment of $100 on January 31, 2020, would have been $120.83, $150.43 , $148.04 and $156.81 in 2020, 2021, 2022 and 2023, respectively.
(9)
Adjusted Operating Income for purposes of our executive compensation program is a non-GAAP measure that adjusts GAAP operating income to exclude the impact of various items to the extent that the amounts related to those items differ from the budget approved by the Board of Directors for the applicable year. The definition of adjusted operating income used by the Committee is provided on page 40.
     
Company Selected Measure Name Adjusted Operating Income      
Named Executive Officers, Footnote
(1)
Richard Dreiling became our principal executive officer at the beginning of fiscal year 2023. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022.
​
(2)
Gary Philbin was our principal executive officer prior to the beginning of fiscal year 2020 until July 20, 2020.
(4)
During 2023, our remaining named executive officers consisted of Michael Creedon, Jr., Jeffrey Davis, Lawrence Gatta, Jr., and Richard McNeely. During 2022, our remaining named executive officers consisted of Jeffrey Davis, Kevin Wampler, Richard Dreiling, Lawrence Gatta, Jr., Alasdair James, Thomas O’Boyle, Jr. and Richard McNeely. During 2021, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Alasdair James and Richard McNeely. During 2020, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Richard McNeely and Thomas O’Boyle, Jr.
     
Peer Group Issuers, Footnote
(8)
The Company’s benchmarking peer group in 2023 included the following sixteen companies (the “2023 Peer Group”): Albertsons Companies, Inc., Autozone, Inc., BJ’s Wholesale Club Holdings, Inc., Burlington Stores, Inc., Dollar General Corporation, Lowe’s Companies, Inc., Macy’s, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Target Corporation, The Gap, Inc., The Kroger Co., The TJX Companies, Inc., Tractor Supply Company and Walgreens Boots Alliance. The Company’s benchmarking peer group
​
in 2021 and 2022 included the following eighteen companies (the “2021/2022 Peer Group”): Bed Bath & Beyond, Inc., Best Buy Co., Inc., BJ’s Wholesale Club Holdings, Inc., Dollar General Corporation, Gap, Inc., Genuine Parts Company, Home Depot, Inc., Kohls Corporation, Lowe’s Companies, Inc., Macy’s Inc., McDonalds Corporation, Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Starbucks Corporation, Target Corporation, TJX Companies, Inc. and Tractor Supply Company. The Company established the 2023 Peer Group in September 2022 following a review and evaluation, with the assistance of Meridian, of the peer group used for executive compensation, as discussed in “Compensation Discussion and Analysis—Compensation Governance—Use of Peer Group on page 48. Had the Company maintained the 2021/2022 Peer Group in fiscal year 2023 then the cumulative total shareholder return for the 2021/​2022 Peer Group, assuming a fixed investment of $100 on January 31, 2020, would have been $120.83, $150.43 , $148.04 and $156.81 in 2020, 2021, 2022 and 2023, respectively.
     
Adjustment To PEO Compensation, Footnote
(3)
The following table sets forth the adjustments made during each year represented in the table above to arrive at compensation actually paid to our principal executive officer during each of the years in question:
​
​
Adjustments to determine compensation actually paid for principal executive officer
​ ​
2023
​
​
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
​ ​ ​ ​ — ​ ​
​
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
​ ​ ​ ​ — ​ ​
​ Deduction for fair value of awards granted in a prior year that were forfeited during year ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that remained unvested at year-end ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that vested during year ​ ​ ​ ​ — ​ ​
​ Change in fair value from prior year-end to year-end of awards granted in a prior year that were
outstanding and unvested at year-end 		​ ​ ​ ​ (12,758,656) ​ ​
​ Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year ​ ​ ​ ​ (3,189,660) ​ ​
​ Increase based upon incremental fair value of awards modified during year ​ ​ ​ ​ — ​ ​
​ Increase based on dividends or other earnings paid during year prior to vesting ​ ​ ​ ​ — ​ ​
     
Non-PEO NEO Average Total Compensation Amount $ 4,054,064 $ 22,391,696 $ 4,467,484 $ 4,826,593
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,938,499 22,135,106 6,925,640 5,421,605
Adjustment to Non-PEO NEO Compensation Footnote
(5)
Mr. Dreiling was a NEO for fiscal year 2022 but was not appointed as principal executive officer until the beginning of fiscal year 2023. As a result, Mr. Dreiling’s compensation for 2022 has been included in the amounts for non-principal executive officer NEOs for 2022, including the value of a one-time award of options to Mr. Dreiling to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as an employment inducement in connection with his appointment as Executive Chairman in March 2022.
​
(6)
The following table sets forth the adjustments made during each year represented in the table above to arrive at average compensation actually paid to our remaining named executive officers during each of the years in question:
​
​ Adjustments to determine compensation actually paid for
remaining named executive officers 		​ ​
2023
​ ​
​
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
​ ​ ​ ​ (1,849,821) ​ ​ ​
​
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
​ ​ ​ ​ (462,477) ​ ​ ​
​ Deduction for fair value of awards granted in a prior year that were forfeited during year ​ ​ ​ ​ — ​ ​ ​
​ Increase for fair value of awards granted during year that remained unvested at year-end ​ ​ ​ ​ 1,444,647 ​ ​ ​ ​ ​ — ​ ​
​ Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end ​ ​ ​ ​ (95,344) ​ ​ ​
​ Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year ​ ​ ​ ​ (152,570) ​ ​ ​
​ Increase based upon incremental fair value of awards modified during year ​ ​ ​ ​ — ​ ​ ​
​ Increase based on dividends or other earnings paid during year prior to vesting ​ ​ ​ ​ — ​ ​ ​
     
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_return-pn.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_return-pn.jpg]      
Tabular List, Table
Tabular List of Performance Measures
The following table lists the financial performance measures which in our assessment represent the most important financial performance metrics used by the Company to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year.
​
Important Financial Performance Metrics
​
​
Adjusted Total Revenue
​
​
Adjusted Operating Income
​
​
Adjusted Earnings Per Share
​
     
Total Shareholder Return Amount $ 159.31 172.7 147.57 116.76
Peer Group Total Shareholder Return Amount 156.96 154.16 156.09 127.02
Net Income (Loss) $ (998,400,000) $ 1,615,400,000 $ 1,327,900,000 $ 1,341,900,000
Company Selected Measure Amount 1,784.8 2,311.5 1,852.6 2,186.8
PEO Name Richard Dreiling      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares   2,252,587    
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares   $ 157.17    
Cumulative Total Shareholder Return for the 2023 Peer Group $ 156.81 $ 148.04 $ 150.43 $ 120.83
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Total Revenue      
Non-GAAP Measure Description
(9)
Adjusted Operating Income for purposes of our executive compensation program is a non-GAAP measure that adjusts GAAP operating income to exclude the impact of various items to the extent that the amounts related to those items differ from the budget approved by the Board of Directors for the applicable year. The definition of adjusted operating income used by the Committee is provided on page 40.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Operating Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Adjusted Earnings Per Share      
Mr. Dreiling [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 3,360,766 13,975,672 10,249,968 10,767,887
PEO Actually Paid Compensation Amount (12,587,550) 20,670,372 15,287,848 8,033,239
Gary Philbin [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 9,474,478
PEO Actually Paid Compensation Amount $ 10,483,365
PEO | Mr. Dreiling [Member] | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
PEO | Mr. Dreiling [Member] | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
PEO | Mr. Dreiling [Member] | Deduction for fair value of awards granted in a prior year that were forfeited during year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
PEO | Mr. Dreiling [Member] | Increase for fair value of awards granted during year that remained unvested at year-end [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
PEO | Mr. Dreiling [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
PEO | Mr. Dreiling [Member] | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (12,758,656)      
PEO | Mr. Dreiling [Member] | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,189,660)      
PEO | Mr. Dreiling [Member] | Increase based upon incremental fair value of awards modified during year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
PEO | Mr. Dreiling [Member] | Increase based on dividends or other earnings paid during year prior to vesting [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Non-PEO NEO | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,849,821)      
Non-PEO NEO | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (462,477)      
Non-PEO NEO | Deduction for fair value of awards granted in a prior year that were forfeited during year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Non-PEO NEO | Increase for fair value of awards granted during year that remained unvested at year-end [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,444,647      
Non-PEO NEO | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (95,344)      
Non-PEO NEO | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (152,570)      
Non-PEO NEO | Increase based upon incremental fair value of awards modified during year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount      
Non-PEO NEO | Increase based on dividends or other earnings paid during year prior to vesting [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount