Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Jan. 28, 2023 |
Jan. 29, 2022 |
Jan. 30, 2021 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance [Table Text Block] |
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Value of Initial Fixed $100
Investment based on:4 |
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Year |
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Summary
Compensation
Table Total
for Mary N.
Dillon
($) (1) |
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Compensation
Actually Paid
to Mary N. Dillon
($) (1), (2), (3) |
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Summary
Compensation
Table Total
for
David C. Kimbell
($) (1) |
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Compensation
Actually Paid
to David C.
Kimbell
($) (1), (2), (3) |
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Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($) (1) |
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Average
Compensation
Actually Paid to
Non-PEO
NEOs
($) (1), (2), (3) |
|
TSR
($) |
|
Peer Group
TSR
($) |
|
Net Income
($ Millions) |
|
Earnings Before
Taxes (EBT)
($ Millions) (5) |
2022 |
|
— |
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— |
|
13,512,384 |
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31,234,457 |
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4,506,950 |
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8,156,948 |
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188.75 |
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123.99 |
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1,242 |
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1,644 |
2021 |
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6,968,391 |
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22,560,792 |
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8,539,767 |
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19,890,765 |
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2,961,167 |
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5,266,028 |
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133.94 |
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149.72 |
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986 |
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1,296 |
2020 |
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8,100,164 |
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12,265,040 |
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— |
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— |
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3,939,707 |
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6,641,083 |
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104.42 |
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141.39 |
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176 |
|
231 |
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1. |
Mary N. Dillon was our PEO from July 2013 to June 2021. David C. Kimbell has served as our PEO from June 2021 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
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2022 |
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2021 |
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2020 |
Scott M. Settersten |
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Scott M. Settersten |
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David C. Kimbell |
Jodi J. Caro |
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Jodi J. Caro |
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Scott M. Settersten |
Anita J. Ryan |
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Jeffrey J. Childs |
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Jodi J. Caro |
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 |
Year |
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Total for Mary N. Dillon |
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Option Awards for Mary N. Dillon |
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Mary N. Dillon |
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Mary N. Dillon |
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($) |
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($) |
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($) |
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($) |
2021 |
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6,968,391 |
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(4,667,992) |
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20,260,393 |
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22,560,792 |
2020 |
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8,100,164 |
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(4,992,349) |
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9,157,225 |
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12,265,040 |
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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 |
Year |
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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 |
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($) |
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($) |
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($) |
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($) |
2022 |
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13,512,384 |
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(7,823,293) |
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25,545,366 |
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31,234,457 |
2021 |
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8,539,767 |
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(3,702,045) |
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15,053,043 |
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19,890,765 |
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Year |
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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 |
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($) |
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($) |
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($) |
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($) |
2022 |
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4,506,950 |
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(2,405,339) |
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6,055,337 |
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8,156,948 |
2021 |
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2,961,167 |
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(1,162,224) |
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3,467,085 |
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5,266,028 |
2020 |
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3,939,707 |
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(2,683,588) |
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5,384,964 |
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6,641,083 |
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 |
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Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Mary N. Dillon |
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Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Mary N.
Dillon |
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Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Mary N. Dillon |
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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 Mary N. Dillon |
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Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Mary N.
Dillon |
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Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for Mary N.
Dillon |
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Total - Inclusion of
Equity Values for
Mary N. Dillon |
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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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($) |
2021 |
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8,350,423 |
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6,789,382 |
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0 |
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5,120,588 |
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0 |
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0 |
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20,260,393 |
2020 |
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10,692,770 |
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1,295,149 |
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0 |
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(2,830,694) |
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0 |
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0 |
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9,157,225 |
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Year |
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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 |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
2022 |
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12,623,599 |
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12,662,811 |
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0 |
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258,956 |
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0 |
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0 |
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25,545,366 |
2021 |
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7,486,997 |
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6,525,855 |
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0 |
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1,040,191 |
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0 |
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0 |
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15,053,043 |
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Year |
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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 |
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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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($) |
2022 |
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3,584,954 |
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2,440,946 |
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0 |
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29,437 |
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0 |
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0 |
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6,055,337 |
2021 |
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2,165,935 |
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1,147,385 |
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0 |
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153,765 |
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0 |
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0 |
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3,467,085 |
2020 |
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5,681,481 |
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79,970 |
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0 |
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(376,487) |
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0 |
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0 |
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5,384,964 |
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 January 28, 2023. 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 January 28, 2023. 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 2022. This performance measure may not have been the most important financial performance measure for years 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 [Text Block] |
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Value of Initial Fixed $100
Investment based on:4 |
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|
Year |
|
Summary
Compensation
Table Total
for Mary N.
Dillon
($) (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
($) (1), (2), (3) |
|
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($) (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) |
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. |
Mary N. Dillon was our PEO from July 2013 to June 2021. David C. Kimbell has served as our PEO from June 2021 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
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|
|
2022 |
|
2021 |
|
2020 |
Scott M. Settersten |
|
Scott M. Settersten |
|
David C. Kimbell |
Jodi J. Caro |
|
Jodi J. Caro |
|
Scott M. Settersten |
Anita J. Ryan |
|
Jeffrey J. Childs |
|
Jodi J. Caro |
Kecia L. Steelman |
|
Kecia L. Steelman |
|
Jeffrey J. Childs |
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| Peer Group Issuers, Footnote [Text Block] |
|
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 January 28, 2023. The comparison assumes $100 was invested for the period starting January 28, 2020, through the end of the listed year in the Company and in the S&P 500 Retailing, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
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| Adjustment To PEO Compensation, Footnote [Text Block] |
|
3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
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|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
Year |
|
Total for Mary N. Dillon |
|
Option Awards for Mary N. Dillon |
|
Mary N. Dillon |
|
Mary N. Dillon |
|
|
($) |
|
($) |
|
($) |
|
($) |
2021 |
|
6,968,391 |
|
(4,667,992) |
|
20,260,393 |
|
22,560,792 |
2020 |
|
8,100,164 |
|
(4,992,349) |
|
9,157,225 |
|
12,265,040 |
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
Year |
|
Total for David C. Kimbell |
|
Option Awards for David C. Kimbell |
|
David C. Kimbell |
|
David C. Kimbell |
|
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
13,512,384 |
|
(7,823,293) |
|
25,545,366 |
|
31,234,457 |
2021 |
|
8,539,767 |
|
(3,702,045) |
|
15,053,043 |
|
19,890,765 |
|
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|
Year |
|
Average Summary Compensation
Table Total for Non-PEO NEOs |
|
Average Exclusion of Stock Awards
and Option Awards for Non-PEO NEOs |
|
Average Inclusion of Equity Values
for Non-PEO NEOs |
|
Average Compensation Actually
Paid to Non-PEO NEOs |
|
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
4,506,950 |
|
(2,405,339) |
|
6,055,337 |
|
8,156,948 |
2021 |
|
2,961,167 |
|
(1,162,224) |
|
3,467,085 |
|
5,266,028 |
2020 |
|
3,939,707 |
|
(2,683,588) |
|
5,384,964 |
|
6,641,083 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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Year |
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Mary N. Dillon |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Mary N.
Dillon |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Mary N. Dillon |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Mary N. Dillon |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Mary N.
Dillon |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for Mary N.
Dillon |
|
Total - Inclusion of
Equity Values for
Mary N. Dillon |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2021 |
|
8,350,423 |
|
6,789,382 |
|
0 |
|
5,120,588 |
|
0 |
|
0 |
|
20,260,393 |
2020 |
|
10,692,770 |
|
1,295,149 |
|
0 |
|
(2,830,694) |
|
0 |
|
0 |
|
9,157,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
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 |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
12,623,599 |
|
12,662,811 |
|
0 |
|
258,956 |
|
0 |
|
0 |
|
25,545,366 |
2021 |
|
7,486,997 |
|
6,525,855 |
|
0 |
|
1,040,191 |
|
0 |
|
0 |
|
15,053,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained Unvested
as of Last Day of
Year for Non-PEO
NEOs |
|
Average Change in
Fair Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Non-PEO
NEOs |
|
Average Vesting-
Date Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for Non-PEO
NEOs |
|
Average Change in
Fair Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for Non-
PEO NEOs |
|
Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for Non-
PEO NEOs |
|
Average Value of
Dividends or Other
Earnings Paid on
Equity Awards Not
Otherwise Included
for Non-PEO NEOs |
|
Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
3,584,954 |
|
2,440,946 |
|
0 |
|
29,437 |
|
0 |
|
0 |
|
6,055,337 |
2021 |
|
2,165,935 |
|
1,147,385 |
|
0 |
|
153,765 |
|
0 |
|
0 |
|
3,467,085 |
2020 |
|
5,681,481 |
|
79,970 |
|
0 |
|
(376,487) |
|
0 |
|
0 |
|
5,384,964 |
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 January 28, 2023. 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 |
$ 4,506,950
|
$ 2,961,167
|
$ 3,939,707
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 8,156,948
|
5,266,028
|
6,641,083
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
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. |
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
Year |
|
Total for Mary N. Dillon |
|
Option Awards for Mary N. Dillon |
|
Mary N. Dillon |
|
Mary N. Dillon |
|
|
($) |
|
($) |
|
($) |
|
($) |
2021 |
|
6,968,391 |
|
(4,667,992) |
|
20,260,393 |
|
22,560,792 |
2020 |
|
8,100,164 |
|
(4,992,349) |
|
9,157,225 |
|
12,265,040 |
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table |
|
Exclusion of Stock Awards and |
|
Inclusion of Equity Values for |
|
Compensation Actually Paid to |
Year |
|
Total for David C. Kimbell |
|
Option Awards for David C. Kimbell |
|
David C. Kimbell |
|
David C. Kimbell |
|
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
13,512,384 |
|
(7,823,293) |
|
25,545,366 |
|
31,234,457 |
2021 |
|
8,539,767 |
|
(3,702,045) |
|
15,053,043 |
|
19,890,765 |
|
|
|
|
|
|
|
|
|
Year |
|
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 |
|
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
4,506,950 |
|
(2,405,339) |
|
6,055,337 |
|
8,156,948 |
2021 |
|
2,961,167 |
|
(1,162,224) |
|
3,467,085 |
|
5,266,028 |
2020 |
|
3,939,707 |
|
(2,683,588) |
|
5,384,964 |
|
6,641,083 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Mary N. Dillon |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for Mary N.
Dillon |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Mary N. Dillon |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Mary N. Dillon |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Mary N.
Dillon |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for Mary N.
Dillon |
|
Total - Inclusion of
Equity Values for
Mary N. Dillon |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2021 |
|
8,350,423 |
|
6,789,382 |
|
0 |
|
5,120,588 |
|
0 |
|
0 |
|
20,260,393 |
2020 |
|
10,692,770 |
|
1,295,149 |
|
0 |
|
(2,830,694) |
|
0 |
|
0 |
|
9,157,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
David C. Kimbell |
|
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for David C.
Kimbell |
|
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for David C. Kimbell |
|
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for David C. Kimbell |
|
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for David C.
Kimbell |
|
Value of Dividends or
Other Earnings Paid
on Equity Awards
Not Otherwise
Included for
David C. Kimbell |
|
Total - Inclusion of
Equity Values for
David C. Kimbell |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
12,623,599 |
|
12,662,811 |
|
0 |
|
258,956 |
|
0 |
|
0 |
|
25,545,366 |
2021 |
|
7,486,997 |
|
6,525,855 |
|
0 |
|
1,040,191 |
|
0 |
|
0 |
|
15,053,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
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 |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2022 |
|
3,584,954 |
|
2,440,946 |
|
0 |
|
29,437 |
|
0 |
|
0 |
|
6,055,337 |
2021 |
|
2,165,935 |
|
1,147,385 |
|
0 |
|
153,765 |
|
0 |
|
0 |
|
3,467,085 |
2020 |
|
5,681,481 |
|
79,970 |
|
0 |
|
(376,487) |
|
0 |
|
0 |
|
5,384,964 |
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 January 28, 2023. 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.
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
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 three most recently completed fiscal years.
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
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 three most recently completed fiscal years.
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
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 three most recently completed fiscal years.
|
|
|
| Tabular List [Table Text Block] |
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 2022 to Company performance. The measures in this table are not ranked.
|
Financial Performance Measures |
Earnings Before Tax (EBT) |
Revenue |
Total Stockholder Return (TSR) |
|
|
|
| Total Shareholder Return Amount |
$ 188.75
|
133.94
|
104.42
|
| Peer Group Total Shareholder Return Amount |
123.99
|
149.72
|
141.39
|
| Net Income (Loss) |
$ 1,242,000,000
|
$ 986,000,000
|
$ 176,000,000
|
| Company Selected Measure Amount |
1,644,000,000
|
1,296,000,000
|
231,000,000
|
| PEO Name |
David C. Kimbell
|
|
|
| Measure [Axis]: 1 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Earnings Before Tax (EBT)
|
|
|
| Non-GAAP Measure Description [Text Block] |
|
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 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Revenue
|
|
|
| Measure [Axis]: 3 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Total Stockholder Return (TSR)
|
|
|
| Average Exclusion of Stock Awards and Option Awards |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ (2,405,339)
|
$ (1,162,224)
|
$ (2,683,588)
|
| Average Inclusion of Equity Values |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
6,055,337
|
3,467,085
|
5,384,964
|
| Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
3,584,954
|
2,165,935
|
5,681,481
|
| Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
2,440,946
|
1,147,385
|
79,970
|
| Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| Average 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 [Table] |
|
|
|
| Adjustment to Compensation Amount |
29,437
|
153,765
|
(376,487)
|
| Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| Mary N. Dillon |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| PEO Total Compensation Amount |
|
6,968,391
|
8,100,164
|
| PEO Actually Paid Compensation Amount |
|
22,560,792
|
12,265,040
|
| Mary N. Dillon | Exclusion of Stock Awards and Option Awards |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
(4,667,992)
|
(4,992,349)
|
| Mary N. Dillon | Inclusion of Equity Values |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
20,260,393
|
9,157,225
|
| Mary N. Dillon | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
8,350,423
|
10,692,770
|
| Mary N. Dillon | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
6,789,382
|
1,295,149
|
| Mary N. Dillon | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
| Mary N. Dillon | 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 [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
5,120,588
|
(2,830,694)
|
| Mary N. Dillon | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
| Mary N. Dillon | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
|
0
|
$ 0
|
| David C. Kimbell |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| PEO Total Compensation Amount |
13,512,384
|
8,539,767
|
|
| PEO Actually Paid Compensation Amount |
31,234,457
|
19,890,765
|
|
| David C. Kimbell | Exclusion of Stock Awards and Option Awards |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(7,823,293)
|
(3,702,045)
|
|
| David C. Kimbell | Inclusion of Equity Values |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
25,545,366
|
15,053,043
|
|
| 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 [Table] |
|
|
|
| Adjustment to Compensation Amount |
12,623,599
|
7,486,997
|
|
| 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 [Table] |
|
|
|
| Adjustment to Compensation Amount |
12,662,811
|
6,525,855
|
|
| David C. Kimbell | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
|
| 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 [Table] |
|
|
|
| Adjustment to Compensation Amount |
258,956
|
1,040,191
|
|
| David C. Kimbell | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
|
| David C. Kimbell | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ 0
|
$ 0
|
|