Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Feb. 01, 2025
Nov. 03, 2024
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
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 2024, 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 2024. 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)
(Creedon)
Summary
Compensation
Table Total for
Principal
Executive
Officer
(2)
(Dreiling &
Witynski)
Summary
Compensation
Table Total for
Principal
Executive
Officer
(3)
(Philbin)
Compensation
Actually Paid
to Principal
Executive
Officer
(1)(4)
(Creedon)
Compensation
Actually Paid
to Principal
Executive
Officer
(2)(4)
(Dreiling &
Witynski)
Compensation
Actually Paid
to Principal
Executive
Officer
(3)
(Philbin)
2024 $ 7,635,904 $ 1,268,876 $ 4,392,314 $ (65,941,012)
2023 3,360,766 (12,587,550)
2022 13,975,672 20,670,372
2021 10,249,968 15,287,848
2020 10,767,887 9,474,478 8,033,239 10,483,365
Year
Average
Summary
Compensation
Table Total for
Non-Principal
Executive
Officer
NEOs
(5)(6)
Average
Compensation
Actually Paid
to Non-
Principal
Executive
Officer
NEOs
(5)(6)(7)
Value of Initial Fixed $100
Investment Based on:
Company Net
Income
(Loss)
(dollars in
millions)
Company
Adjusted
Operating
Income
(10)
(dollars in
millions)
Company
Total
Shareholder
Return
(8)
Peer Group
Total
Shareholder
Return
(8)(9)
2024 $ 4,627,846 $ 1,861,128 $ 84.24 $ 178.23 $ (3,030.1) $ 1,807.9
2023 4,054,064 2,938,499 159.31 157.21 (998.4) 1,784.8
2022 22,391,696 22,135,106 172.70 154.16 1,615.4 2,311.5
2021 4,467,484 6,925,640 147.57 156.09 1,327.9 1,852.6
2020 4,826,593 5,421,605 116.76 127.02 1,341.9 2,186.8
(1)
Michael Creedon was appointed our principal executive officer on November 3, 2024.
(2)
Richard Dreiling served as principal executive officer from the beginning of fiscal year 2023 through November 3, 2024. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022.
(3)
Gary Philbin was our principal executive officer prior to the beginning of fiscal year 2020 until July 20, 2020.
(4)
The following table sets forth the adjustments made to arrive at compensation actually paid to our principal executive officers during 2024:
Adjustments to determine compensation actually paid for
principal executive officer
Creedon
Dreiling
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
$ (4,799,766) $
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
(1,199,964)
Deduction for fair value of awards granted in a prior year that were forfeited during year
(33,244,533)
Increase for fair value of awards granted during year that remained unvested at
year-end
3,810,195
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 (853,070)
Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year (200,985) (33,965,355)
Increase based upon incremental fair value of awards modified during year
Increase based on dividends or other earnings paid during year prior to vesting
(5)
During 2024, our remaining named executive officers consisted of Jeffrey Davis, Lawrence Gatta, Jr., Michael Kindy and Richard McNeely. 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.
(6)
Mr. Dreiling was an 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.
(7)
The following table sets forth the adjustments made to arrive at average compensation actually paid to our remaining named executive officers during 2024:
Adjustments to determine compensation actually paid for
remaining named executive officers
2024
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
$ (2,409,864)
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
(414,966)
Deduction for fair value of awards granted in a prior year that were forfeited during year (514,908)
Increase for fair value of awards granted during year that remained unvested at year-end 1,141,381
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
(516,624)
Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year
(51,736)
Increase based upon incremental fair value of awards modified during year
Increase based on dividends or other earnings paid during year prior to vesting
(8)
These columns represent cumulative shareholder return on our common stock and on the Company’s benchmarking peer group for 2024, 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.
(9)
The Company’s benchmarking peer group in 2023 and 2024 included the following sixteen companies: 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. Rite Aid Corporation was removed from the calculations in this column following its bankruptcy in October 2023.
(10)
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 35.
       
Company Selected Measure Name     Adjusted Operating Income        
Named Executive Officers, Footnote    
(1)
Michael Creedon was appointed our principal executive officer on November 3, 2024.
(2)
Richard Dreiling served as principal executive officer from the beginning of fiscal year 2023 through November 3, 2024. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022.
(3)
Gary Philbin was our principal executive officer prior to the beginning of fiscal year 2020 until July 20, 2020.
(5)
During 2024, our remaining named executive officers consisted of Jeffrey Davis, Lawrence Gatta, Jr., Michael Kindy and Richard McNeely. 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    
(9)
The Company’s benchmarking peer group in 2023 and 2024 included the following sixteen companies: 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. Rite Aid Corporation was removed from the calculations in this column following its bankruptcy in October 2023.
       
Adjustment To PEO Compensation, Footnote    
(4)
The following table sets forth the adjustments made to arrive at compensation actually paid to our principal executive officers during 2024:
Adjustments to determine compensation actually paid for
principal executive officer
Creedon
Dreiling
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
$ (4,799,766) $
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
(1,199,964)
Deduction for fair value of awards granted in a prior year that were forfeited during year
(33,244,533)
Increase for fair value of awards granted during year that remained unvested at
year-end
3,810,195
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 (853,070)
Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year (200,985) (33,965,355)
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     $ 4,627,846 $ 4,054,064 $ 22,391,696 $ 4,467,484 $ 4,826,593
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,861,128 2,938,499 22,135,106 6,925,640 5,421,605
Adjustment to Non-PEO NEO Compensation Footnote    
(7)
The following table sets forth the adjustments made to arrive at average compensation actually paid to our remaining named executive officers during 2024:
Adjustments to determine compensation actually paid for
remaining named executive officers
2024
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table
$ (2,409,864)
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
(414,966)
Deduction for fair value of awards granted in a prior year that were forfeited during year (514,908)
Increase for fair value of awards granted during year that remained unvested at year-end 1,141,381
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
(516,624)
Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year
(51,736)
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     $ 84.24 159.31 172.7 147.57 116.76
Peer Group Total Shareholder Return Amount     178.23 157.21 154.16 156.09 127.02
Net Income (Loss)     $ (3,030,100,000) $ (998,400,000) $ 1,615,400,000 $ 1,327,900,000 $ 1,341,900,000
Company Selected Measure Amount     1,807,900,000 1,784,800,000 2,311,500,000 1,852,600,000 2,186,800,000
PEO Name Michael Creedon Richard Dreiling          
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross         2,252,587    
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price         $ 157.17    
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted Total Revenue        
Non-GAAP Measure Description    
(10)
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 35.
       
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted Operating Income        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted Earnings Per Share        
Michael Creedon [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 7,635,904
PEO Actually Paid Compensation Amount     4,392,314
Richard Dreiling And Michael Witynski [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     1,268,876 3,360,766 13,975,672 10,249,968 10,767,887
PEO Actually Paid Compensation Amount     (65,941,012) (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 | Michael Creedon [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Michael Creedon [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,810,195        
PEO | Michael Creedon [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (853,070)        
PEO | Michael Creedon [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (200,985)        
PEO | Michael Creedon [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Michael Creedon [Member] | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (4,799,766)        
PEO | Michael Creedon [Member] | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,199,964)        
PEO | Michael Creedon [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 | Michael Creedon [Member] | Increase based upon incremental fair value of awards modified during year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Richard Dreiling [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Richard Dreiling [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Richard Dreiling [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Richard Dreiling [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (33,965,355)        
PEO | Richard Dreiling [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | Richard 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 | Richard 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 | Richard 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     (33,244,533)        
PEO | Richard 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] | 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            
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,141,381        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (516,624)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (51,736)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
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     (2,409,864)        
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     (414,966)        
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     (514,908)        
Non-PEO NEO | Increase based upon incremental fair value of awards modified during year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount