Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jan. 31, 2026
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Value of Initial Fixed $100

Investment based on: (4)

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)

2025

15,403,663

33,853,098

2,864,481

3,687,629

231.40

158.51

1,153

1,527

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

1. Kecia L. Steelman has served as our PEO since January 6, 2025. 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.

2025

2024

2023

  ​ ​ ​

2022

  ​ ​ ​

2021

Christopher J. DelOrefice

Paula M. Oyibo

Scott M. Settersten

 

Scott M. Settersten

 

Scott M. Settersten

Rene G. Cásares

Scott M. Settersten

Jodi J. Caro

 

Jodi J. Caro

 

Jodi J. Caro

Anita J. Ryan

Jodi J. Caro

Anita J. Ryan

 

Anita J. Ryan

 

Jeffrey J. Childs

Paula M. Oyibo

Anita J. Ryan

Kecia L. Steelman

 

Kecia L. Steelman

 

Kecia L. Steelman

Christopher Lialios

Jodi J. Caro

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.

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

Total for Kecia L. Steelman

Option Awards for Kecia L. Steelman

Kecia L. Steelman

Kecia L. Steelman

Year

($)

($)

($)

($)

2025

15,403,663

(9,585,433)

28,034,868

33,853,098

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

($)

($)

($)

($)

2025

2,864,481

(1,482,590)

2,305,738

3,687,629

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

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

($)

($)

($)

($)

($)

($)

($)

2025

24,317,975

4,667,262

(950,369)

28,034,868

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

($)

($)

($)

($)

($)

($)

($)

2025

2,228,299

396,618

(98,865)

(220,314)

2,305,738

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 31, 2026. 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.

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 31, 2026. The comparison assumes $100 was invested for the period beginning January 30, 2021, through the end of the listed year in the Company’s common stock and in the S&P 500 Retailing, respectively. Historical stock performance is not necessarily indicative of future stock performance.

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 PEO and Non-PEO NEOs in fiscal 2025. This performance measure may not have been the most important financial performance measure for years 2024, 2023, 2022, and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Company Selected Measure Name Earnings Before Taxes (“EBT”)        
Named Executive Officers, Footnote
1. Kecia L. Steelman has served as our PEO since January 6, 2025. 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.

2025

2024

2023

  ​ ​ ​

2022

  ​ ​ ​

2021

Christopher J. DelOrefice

Paula M. Oyibo

Scott M. Settersten

 

Scott M. Settersten

 

Scott M. Settersten

Rene G. Cásares

Scott M. Settersten

Jodi J. Caro

 

Jodi J. Caro

 

Jodi J. Caro

Anita J. Ryan

Jodi J. Caro

Anita J. Ryan

 

Anita J. Ryan

 

Jeffrey J. Childs

Paula M. Oyibo

Anita J. Ryan

Kecia L. Steelman

 

Kecia L. Steelman

 

Kecia L. Steelman

Christopher Lialios

Jodi J. Caro

       
Peer Group Issuers, Footnote
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 31, 2026. The comparison assumes $100 was invested for the period beginning January 30, 2021, through the end of the listed year in the Company’s common stock and in the S&P 500 Retailing, respectively. Historical stock performance is not necessarily indicative of future stock performance.
       
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.

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

($)

($)

($)

($)

2025

15,403,663

(9,585,433)

28,034,868

33,853,098

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

($)

($)

($)

($)

2025

2,864,481

(1,482,590)

2,305,738

3,687,629

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

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

($)

($)

($)

($)

($)

($)

($)

2025

24,317,975

4,667,262

(950,369)

28,034,868

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

($)

($)

($)

($)

($)

($)

($)

2025

2,228,299

396,618

(98,865)

(220,314)

2,305,738

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 31, 2026. 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 $ 2,864,481 $ 1,643,892 $ 3,340,676 $ 4,506,950 $ 2,961,167
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,687,629 1,128,091 3,164,007 8,156,948 5,266,028
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.

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

($)

($)

($)

($)

2025

15,403,663

(9,585,433)

28,034,868

33,853,098

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

($)

($)

($)

($)

2025

2,864,481

(1,482,590)

2,305,738

3,687,629

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

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

($)

($)

($)

($)

($)

($)

($)

2025

24,317,975

4,667,262

(950,369)

28,034,868

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

($)

($)

($)

($)

($)

($)

($)

2025

2,228,299

396,618

(98,865)

(220,314)

2,305,738

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 31, 2026. 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

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 over the five most recently completed fiscal years:

Graphic

       
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 five most recently completed fiscal years:

Graphic

       
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 PEOs, the average of Compensation Actually Paid to our other NEOs, and our EBT during the five most recently completed fiscal years:

Graphic

       
Total Shareholder Return Vs Peer Group

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 over the five most recently completed fiscal years:

Graphic

       
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 2025 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 $ 231.4 160.19 188.62 188.75 133.94
Peer Group Total Shareholder Return Amount 158.51 213.18 174.14 123.99 149.72
Net Income (Loss) $ 1,153,000,000 $ 1,201,000,000 $ 1,291,000,000 $ 1,242,000,000 $ 986,000,000
Company Selected Measure Amount 1,527,000,000 1,581,000,000 1,696,000,000 1,644,000,000 1,296,000,000
PEO Name Kecia L. Steelman        
Measure:: 1          
Pay vs Performance Disclosure          
Name Earnings Before Tax (EBT)        
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 PEO and Non-PEO NEOs in fiscal 2025. This performance measure may not have been the most important financial performance measure for years 2024, 2023, 2022, and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Stockholder Return (TSR)        
Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 2,305,738        
Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,482,590)        
Mary N. Dillon          
Pay vs Performance Disclosure          
PEO Total Compensation Amount         $ 6,968,391
PEO Actually Paid Compensation Amount         22,560,792
David C. Kimbell          
Pay vs Performance Disclosure          
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
Kecia L. Steelman          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 15,403,663 6,300,394      
PEO Actually Paid Compensation Amount 33,853,098 $ 3,696,443      
PEO | Kecia L. Steelman | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 28,034,868        
PEO | Kecia L. Steelman | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (9,585,433)        
PEO | Kecia L. Steelman | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 24,317,975        
PEO | Kecia L. Steelman | 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 4,667,262        
PEO | Kecia L. Steelman | 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 (950,369)        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,305,738        
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 2,228,299        
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 396,618        
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 (98,865)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (220,314)