Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Feb. 01, 2025 |
Feb. 03, 2024 |
Jan. 28, 2023 |
Jan. 29, 2022 |
Jan. 30, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Value of Initial Fixed $100 |
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Investment based on: (4) |
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Year |
Summary
Compensation
Table Total
for Mary N.
Dillon
($) (1) |
Compensation
Actually Paid
to Mary N. Dillon
($) (1), (2), (3) |
Summary
Compensation
Table Total
for
David C. Kimbell
($) (1) |
Compensation
Actually Paid
to David C.
Kimbell
($) (1), (2), (3) |
Summary
Compensation
Table Total
for Kecia L.
Steelman
($) (1) |
Compensation
Actually Paid
to Kecia L.
Steelman
($) (1), (2), (3) |
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($) (1) |
Average
Compensation
Actually Paid to
Non-PEO
NEOs
($) (1), (2), (3) |
TSR
($) |
Peer Group
TSR
($) |
Net Income
($ Millions) |
Earnings Before
Taxes (EBT)
($ Millions) (5) |
2024 |
— |
— |
12,518,429 |
9,140,017 |
6,300,394 |
3,696,443 |
1,643,892 |
1,128,091 |
160.19 |
213.18 |
1,201 |
1,581 |
2023 |
— |
— |
12,663,880 |
12,283,344 |
— |
— |
3,340,676 |
3,164,007 |
188.62 |
174.14 |
1,291 |
1,696 |
2022 |
— |
— |
13,512,384 |
31,234,457 |
— |
— |
4,506,950 |
8,156,948 |
188.75 |
123.99 |
1,242 |
1,644 |
2021 |
6,968,391 |
22,560,792 |
8,539,767 |
19,890,765 |
— |
— |
2,961,167 |
5,266,028 |
133.94 |
149.72 |
986 |
1,296 |
2020 |
8,100,164 |
12,265,040 |
— |
— |
— |
— |
3,939,707 |
6,641,083 |
104.42 |
141.39 |
176 |
231 |
|
1. |
Kecia L. Steelman has served as our PEO from January 6, 2025 to present. David C. Kimbell served as our PEO from June 2021 to January 6, 2025. Mary N. Dillon was our PEO from July 2013 to June 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
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2024 |
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2023 |
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2022 |
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2021 |
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2020 |
Paula M. Oyibo |
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Scott M. Settersten |
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Scott M. Settersten |
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Scott M. Settersten |
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David C. Kimbell |
Scott M. Settersten |
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Jodi J. Caro |
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Jodi J. Caro |
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Jodi J. Caro |
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Scott M. Settersten |
Jodi J. Caro |
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Anita J. Ryan |
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Anita J. Ryan |
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Jeffrey J. Childs |
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Jodi J. Caro |
Anita J. Ryan |
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Kecia L. Steelman |
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Kecia L. Steelman |
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Kecia L. Steelman |
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Jeffrey J. Childs |
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2. |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
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3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
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Summary Compensation Table |
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Exclusion of Stock Awards and |
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Inclusion of Equity Values for |
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Compensation Actually Paid to |
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Total for David C. Kimbell |
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Option Awards for David C. Kimbell |
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David C. Kimbell |
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David C. Kimbell |
Year |
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($) |
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($) |
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($) |
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($) |
2024 |
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12,518,429 |
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(9,585,680) |
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6,207,268 |
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9,140,017 |
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Summary Compensation Table |
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Exclusion of Stock Awards and |
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Inclusion of Equity Values for |
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Compensation Actually Paid to |
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Total for Kecia L. Steelman |
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Option Awards for Kecia L. Steelman |
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Kecia L. Steelman |
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Kecia L. Steelman |
Year |
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($) |
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($) |
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($) |
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($) |
2024 |
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6,300,394 |
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(4,250,183) |
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1,646,232 |
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3,696,443 |
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Average Summary Compensation
Table Total for Non-PEO NEOs |
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Average Exclusion of Stock Awards
and Option Awards for Non-PEO NEOs |
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Average Inclusion of Equity Values
for Non-PEO NEOs |
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Average Compensation Actually
Paid to Non-PEO NEOs |
Year |
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($) |
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($) |
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($) |
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($) |
2024 |
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1,643,892 |
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(824,170) |
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308,369 |
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1,128,091 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
David C. Kimbell |
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Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
David C. Kimbell |
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Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for David C. Kimbell |
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Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for David C. Kimbell |
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Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for
David C. Kimbell |
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Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
David C. Kimbell |
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Total - Inclusion of
Equity Values for
David C. Kimbell |
Year |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
2024 |
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7,958,080 |
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(2,659,297) |
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— |
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908,485 |
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— |
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— |
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6,207,268 |
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Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Kecia L. Steelman |
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Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Kecia L. Steelman |
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Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Kecia L. Steelman |
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Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Kecia L. Steelman |
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Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for
Kecia L. Steelman |
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Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
Kecia L. Steelman |
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Total - Inclusion of
Equity Values for
Kecia L. Steelman |
Year |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
2024 |
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3,128,186 |
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(1,706,968) |
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— |
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225,014 |
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— |
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— |
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1,646,232 |
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Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs |
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Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs |
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Average Vesting-
Date Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for Non-PEO
NEOs |
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Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
PEO NEOs |
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Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
PEO NEOs |
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Average Value of
Dividends or Other
Earnings Paid on
Equity Awards Not
Otherwise Included
for Non-PEO NEOs |
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Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs |
Year |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
2024 |
|
606,608 |
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(383,099) |
|
— |
|
84,860 |
|
— |
|
— |
|
308,369 |
The fair values of RSUs, PBSs, and stock options included in the Compensation Actually Paid to our PEOs and the Average Compensation Actually Paid to our non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in this proxy statement and our Annual Report on Form 10-K for the year ended February 1, 2025. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates. Changes to the PBS fair values are based on the updated stock price at the respective measurement dates, in addition to expected volatility, risk-free interest rate assumptions, and TSR. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected life, expected volatility, and risk-free interest rate assumptions. For all years presented, the meaningful increases or decreases in the year-end PBS fair value and stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.
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4. |
The Peer Group TSR set forth in this table utilizes the S&P 500 Retailing (Industry Group, SP500-2550) (“S&P 500 Retailing”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended February 1, 2025. The comparison assumes $100 was invested for the period starting January 28, 2020, through the end of the listed year in the Company and in the S&P 500 Retailing, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
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5. |
We determined Earnings Before Taxes (EBT) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in fiscal 2024. This performance measure may not have been the most important financial performance measure for years 2023, 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
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| Company Selected Measure Name |
Earnings Before Taxes (EBT)
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| Named Executive Officers, Footnote |
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Value of Initial Fixed $100 |
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Investment based on: (4) |
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Year |
Summary
Compensation
Table Total
for Mary N.
Dillon
($) (1) |
Compensation
Actually Paid
to Mary N. Dillon
($) (1), (2), (3) |
Summary
Compensation
Table Total
for
David C. Kimbell
($) (1) |
Compensation
Actually Paid
to David C.
Kimbell
($) (1), (2), (3) |
Summary
Compensation
Table Total
for Kecia L.
Steelman
($) (1) |
Compensation
Actually Paid
to Kecia L.
Steelman
($) (1), (2), (3) |
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($) (1) |
Average
Compensation
Actually Paid to
Non-PEO
NEOs
($) (1), (2), (3) |
TSR
($) |
Peer Group
TSR
($) |
Net Income
($ Millions) |
Earnings Before
Taxes (EBT)
($ Millions) (5) |
2024 |
— |
— |
12,518,429 |
9,140,017 |
6,300,394 |
3,696,443 |
1,643,892 |
1,128,091 |
160.19 |
213.18 |
1,201 |
1,581 |
2023 |
— |
— |
12,663,880 |
12,283,344 |
— |
— |
3,340,676 |
3,164,007 |
188.62 |
174.14 |
1,291 |
1,696 |
2022 |
— |
— |
13,512,384 |
31,234,457 |
— |
— |
4,506,950 |
8,156,948 |
188.75 |
123.99 |
1,242 |
1,644 |
2021 |
6,968,391 |
22,560,792 |
8,539,767 |
19,890,765 |
— |
— |
2,961,167 |
5,266,028 |
133.94 |
149.72 |
986 |
1,296 |
2020 |
8,100,164 |
12,265,040 |
— |
— |
— |
— |
3,939,707 |
6,641,083 |
104.42 |
141.39 |
176 |
231 |
|
1. |
Kecia L. Steelman has served as our PEO from January 6, 2025 to present. David C. Kimbell served as our PEO from June 2021 to January 6, 2025. Mary N. Dillon was our PEO from July 2013 to June 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
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2024 |
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2023 |
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2022 |
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2021 |
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2020 |
Paula M. Oyibo |
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Scott M. Settersten |
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Scott M. Settersten |
|
Scott M. Settersten |
|
David C. Kimbell |
Scott M. Settersten |
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Jodi J. Caro |
|
Jodi J. Caro |
|
Jodi J. Caro |
|
Scott M. Settersten |
Jodi J. Caro |
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Anita J. Ryan |
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Anita J. Ryan |
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Jeffrey J. Childs |
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Jodi J. Caro |
Anita J. Ryan |
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Kecia L. Steelman |
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Kecia L. Steelman |
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Kecia L. Steelman |
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Jeffrey J. Childs |
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| Peer Group Issuers, Footnote |
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4. |
The Peer Group TSR set forth in this table utilizes the S&P 500 Retailing (Industry Group, SP500-2550) (“S&P 500 Retailing”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended February 1, 2025. The comparison assumes $100 was invested for the period starting January 28, 2020, through the end of the listed year in the Company and in the S&P 500 Retailing, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
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| Adjustment To PEO Compensation, Footnote |
|
3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
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|
|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
|
|
Total for David C. Kimbell |
|
Option Awards for David C. Kimbell |
|
David C. Kimbell |
|
David C. Kimbell |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
12,518,429 |
|
(9,585,680) |
|
6,207,268 |
|
9,140,017 |
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
|
|
Total for Kecia L. Steelman |
|
Option Awards for Kecia L. Steelman |
|
Kecia L. Steelman |
|
Kecia L. Steelman |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
6,300,394 |
|
(4,250,183) |
|
1,646,232 |
|
3,696,443 |
|
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|
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|
|
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|
Average Summary Compensation
Table Total for Non-PEO NEOs |
|
Average Exclusion of Stock Awards
and Option Awards for Non-PEO NEOs |
|
Average Inclusion of Equity Values
for Non-PEO NEOs |
|
Average Compensation Actually
Paid to Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
1,643,892 |
|
(824,170) |
|
308,369 |
|
1,128,091 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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|
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
David C. Kimbell |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
David C. Kimbell |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for David C. Kimbell |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for David C. Kimbell |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for
David C. Kimbell |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
David C. Kimbell |
|
Total - Inclusion of
Equity Values for
David C. Kimbell |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
7,958,080 |
|
(2,659,297) |
|
— |
|
908,485 |
|
— |
|
— |
|
6,207,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Kecia L. Steelman |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Kecia L. Steelman |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Kecia L. Steelman |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Kecia L. Steelman |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for
Kecia L. Steelman |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
Kecia L. Steelman |
|
Total - Inclusion of
Equity Values for
Kecia L. Steelman |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
3,128,186 |
|
(1,706,968) |
|
— |
|
225,014 |
|
— |
|
— |
|
1,646,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs |
|
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs |
|
Average Vesting-
Date Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for Non-PEO
NEOs |
|
Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
PEO NEOs |
|
Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
PEO NEOs |
|
Average Value of
Dividends or Other
Earnings Paid on
Equity Awards Not
Otherwise Included
for Non-PEO NEOs |
|
Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
606,608 |
|
(383,099) |
|
— |
|
84,860 |
|
— |
|
— |
|
308,369 |
The fair values of RSUs, PBSs, and stock options included in the Compensation Actually Paid to our PEOs and the Average Compensation Actually Paid to our non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in this proxy statement and our Annual Report on Form 10-K for the year ended February 1, 2025. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates. Changes to the PBS fair values are based on the updated stock price at the respective measurement dates, in addition to expected volatility, risk-free interest rate assumptions, and TSR. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected life, expected volatility, and risk-free interest rate assumptions. For all years presented, the meaningful increases or decreases in the year-end PBS fair value and stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,643,892
|
$ 3,340,676
|
$ 4,506,950
|
$ 2,961,167
|
$ 3,939,707
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,128,091
|
3,164,007
|
8,156,948
|
5,266,028
|
6,641,083
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
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|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
|
|
Total for David C. Kimbell |
|
Option Awards for David C. Kimbell |
|
David C. Kimbell |
|
David C. Kimbell |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
12,518,429 |
|
(9,585,680) |
|
6,207,268 |
|
9,140,017 |
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
|
|
Total for Kecia L. Steelman |
|
Option Awards for Kecia L. Steelman |
|
Kecia L. Steelman |
|
Kecia L. Steelman |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
6,300,394 |
|
(4,250,183) |
|
1,646,232 |
|
3,696,443 |
|
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|
|
|
|
|
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|
|
Average Summary Compensation
Table Total for Non-PEO NEOs |
|
Average Exclusion of Stock Awards
and Option Awards for Non-PEO NEOs |
|
Average Inclusion of Equity Values
for Non-PEO NEOs |
|
Average Compensation Actually
Paid to Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
1,643,892 |
|
(824,170) |
|
308,369 |
|
1,128,091 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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|
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
David C. Kimbell |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
David C. Kimbell |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for David C. Kimbell |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for David C. Kimbell |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for
David C. Kimbell |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
David C. Kimbell |
|
Total - Inclusion of
Equity Values for
David C. Kimbell |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
7,958,080 |
|
(2,659,297) |
|
— |
|
908,485 |
|
— |
|
— |
|
6,207,268 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Kecia L. Steelman |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Kecia L. Steelman |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Kecia L. Steelman |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Kecia L. Steelman |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for
Kecia L. Steelman |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
Kecia L. Steelman |
|
Total - Inclusion of
Equity Values for
Kecia L. Steelman |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
3,128,186 |
|
(1,706,968) |
|
— |
|
225,014 |
|
— |
|
— |
|
1,646,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs |
|
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs |
|
Average Vesting-
Date Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for Non-PEO
NEOs |
|
Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
PEO NEOs |
|
Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
PEO NEOs |
|
Average Value of
Dividends or Other
Earnings Paid on
Equity Awards Not
Otherwise Included
for Non-PEO NEOs |
|
Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
606,608 |
|
(383,099) |
|
— |
|
84,860 |
|
— |
|
— |
|
308,369 |
The fair values of RSUs, PBSs, and stock options included in the Compensation Actually Paid to our PEOs and the Average Compensation Actually Paid to our non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in this proxy statement and our Annual Report on Form 10-K for the year ended February 1, 2025. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates. Changes to the PBS fair values are based on the updated stock price at the respective measurement dates, in addition to expected volatility, risk-free interest rate assumptions, and TSR. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected life, expected volatility, and risk-free interest rate assumptions. For all years presented, the meaningful increases or decreases in the year-end PBS fair value and stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.
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| Compensation Actually Paid vs. Total Shareholder Return |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, the Company’s cumulative TSR, and the TSR of the S&P 500 Retailing (Industry Group, SP500-2550) over the four most recently completed fiscal years.
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| Compensation Actually Paid vs. Net Income |
Description of Relationship BETWEEN PEO and Other NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years.
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| Compensation Actually Paid vs. Company Selected Measure |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company-Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Earnings Before Taxes (EBT) during the four most recently completed fiscal years.
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| Tabular List, Table |
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for fiscal 2024 to Company performance. The measures in this table are not ranked.
|
Financial Performance Measures |
Earnings Before Tax (EBT) |
Revenue |
Total Stockholder Return (TSR) |
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|
|
|
| Total Shareholder Return Amount |
$ 160.19
|
188.62
|
188.75
|
133.94
|
104.42
|
| Peer Group Total Shareholder Return Amount |
213.18
|
174.14
|
123.99
|
149.72
|
141.39
|
| Net Income (Loss) |
$ 1,201
|
$ 1,291
|
$ 1,242
|
$ 986
|
$ 176
|
| Company Selected Measure Amount |
1,581
|
1,696
|
1,644
|
1,296
|
231
|
| Adjustment to Compensation, Amount |
$ 308,369
|
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|
| PEO Name |
Kecia L. Steelman
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Earnings Before Tax (EBT)
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| Non-GAAP Measure Description |
|
5. |
We determined Earnings Before Taxes (EBT) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in fiscal 2024. This performance measure may not have been the most important financial performance measure for years 2023, 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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|
| Name |
Revenue
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| Measure:: 3 |
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|
| Pay vs Performance Disclosure |
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|
|
| Name |
Total Stockholder Return (TSR)
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|
| Average Exclusion of Stock Awards and Option Awards |
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|
|
| Pay vs Performance Disclosure |
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|
|
| Adjustment to Compensation, Amount |
$ (824,170)
|
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|
|
| Average Inclusion of Equity Values |
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|
| Pay vs Performance Disclosure |
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|
| Adjustment to Compensation, Amount |
308,369
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| Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
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|
| Pay vs Performance Disclosure |
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|
|
|
|
| Adjustment to Compensation, Amount |
606,608
|
|
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|
|
| Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(383,099)
|
|
|
|
|
| Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
|
|
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|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
84,860
|
|
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|
|
| Mary N. Dillon |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
|
|
|
$ 6,968,391
|
$ 8,100,164
|
| PEO Actually Paid Compensation Amount |
|
|
|
22,560,792
|
$ 12,265,040
|
| David C. Kimbell |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
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|
|
| PEO Total Compensation Amount |
12,518,429
|
$ 12,663,880
|
$ 13,512,384
|
8,539,767
|
|
| PEO Actually Paid Compensation Amount |
9,140,017
|
$ 12,283,344
|
$ 31,234,457
|
$ 19,890,765
|
|
| Adjustment to Compensation, Amount |
6,207,268
|
|
|
|
|
| David C. Kimbell | Exclusion of Stock Awards and Option Awards |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(9,585,680)
|
|
|
|
|
| David C. Kimbell | Inclusion of Equity Values |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
6,207,268
|
|
|
|
|
| David C. Kimbell | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
7,958,080
|
|
|
|
|
| David C. Kimbell | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(2,659,297)
|
|
|
|
|
| David C. Kimbell | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
908,485
|
|
|
|
|
| Kecia L. Steelman |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
6,300,394
|
|
|
|
|
| PEO Actually Paid Compensation Amount |
3,696,443
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,646,232
|
|
|
|
|
| Kecia L. Steelman | Exclusion of Stock Awards and Option Awards |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(4,250,183)
|
|
|
|
|
| Kecia L. Steelman | Inclusion of Equity Values |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,646,232
|
|
|
|
|
| Kecia L. Steelman | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
3,128,186
|
|
|
|
|
| Kecia L. Steelman | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
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|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,706,968)
|
|
|
|
|
| Kecia L. Steelman | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 225,014
|
|
|
|
|