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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Feb. 02, 2024
Feb. 03, 2023
Jan. 28, 2022
Jan. 29, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
The following table provides a summary of compensation actually paid, as defined under SEC rules, to the principal executive officer (the “CEO”), the average compensation actually paid to the other
non-CEO
NEOs (the “Other NEOs”), cumulative TSR for both the Company and the Pay Versus Performance Table peer group (the S&P Retailing Industry Group Index, consistent with Item 201(e) of Regulation
S-K),
net income and the Company-selected financial measure of operating income (as adjusted) for fiscal years 2023, 2022, 2021 and 2020.
 
                   
Value of Initial Fixed $100
Investment Based on:
       
 Year
 
 
Summary
Compensation
Table Total
for CEO ($)
 
 
Compensation
Actually Paid
to CEO ($)
 
 
Average
Summary
Compensation
Table Total
for Other
NEOs ($)
 
 
Average
Compensation
Actually Paid
to Other NEOs
($)
 
 
TSR ($)
 
 
Peer Group
TSR ($)
 
 
Net
Income
($ in
millions)
 
 
Company-
Selected
Financial
Measure:
Operating
Income (as
adjusted)
($ in millions)  
 
   
(1)
 
 
(2)
 
 
(3)
 
 
(4)
 
 
(5)
 
 
(6)
 
     
(7)
 
 2023
   
 
18,162,272
   
 
6,164,094
   
 
7,057,240
   
 
4,548,064
 
   
 
202.79
 
   
 
174.14
 
   
 
7,726
 
   
 
11,494
 
 2022
   
 
17,472,005
   
 
13,650,690
   
 
4,975,514
   
 
(2,118,508
)
   
 
195.43
 
   
 
126.69
 
   
 
6,437
 
   
 
12,660
 
 2021
   
 
17,871,716
   
 
61,282,315
   
 
5,954,773
   
 
21,264,668
 
   
 
208.44
 
   
 
149.72
 
   
 
8,442
 
   
 
12,093
 
 2020
   
 
23,075,881
   
 
49,750,173
   
 
8,196,572
   
 
16,505,885
 
   
 
145.94
 
   
 
141.39
 
   
 
5,835
 
   
 
9,647
 
 
(1)
Mr. Ellison has served as CEO for all years reported. The amount in this column is “Total” compensation for the CEO as reported in the Summary Compensation Table for the applicable fiscal year.
 
(2)
Compensation actually paid to the CEO is defined by the SEC to include not only actual take-home pay for the reported year, but also includes changes in the accounting fair value of vested and unvested equity awards. The equity-related values of compensation actually paid do not reflect compensation actually earned, realized or received by the Company’s NEOs. Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and for outstanding PSU awards, reflect trending performance through fiscal
year-end.
See Note 10, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on
Form 10-K
for the fiscal year ended February 2, 2024 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the CEO Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statement for our 2023 Annual Meeting of Shareholders.
 
 CEO Compensation Actually Paid
 
  
2023 ($)
 
 Summary Compensation Table — Total Compensation
       18,162,272
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
       (14,784,724 )
 + Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a)
       8,306,979
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
       (2,560,302 )
 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
       (3,171,877 )
 + Dividends Paid During Fiscal Year on Unvested Stock Awards
       211,746
 = CEO Compensation Actually Paid (b)
       6,164,094
 
  (a)
None of the awards granted during the reported year vested in the year of grant.
  (b)
The CEO was not eligible for any pension benefits.
 
(3)
The amount reported in this column is the average of “Total” compensation for the Other NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. The names of the Other NEOs included for these purposes in each applicable year are as follows:
 
 Fiscal Year 
 
  
Other NEOs
 
 2023
  
Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Juliette W. Pryor
 2022
  
David M. Denton (who resigned as the Company’s Executive Vice President, Chief Financial Officer, effective April 30, 2022), Brandon J. Sink (who replaced Mr. Denton as Executive Vice President, Chief Financial Officer, effective April 30, 2022), Joseph M. McFarland III, William P. Boltz and Seemantini Godbole
 2021
  
David M. Denton, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole
 2020
  
David M. Denton, Joseph M. McFarland III, William P. Boltz and Marisa F. Thalberg
 
 
(4)
Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and, for outstanding PSU awards, reflect trending performance through fiscal
year-end.
See Note 10, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form
10-K
for the fiscal year ended February 2, 2024 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the Other NEO Average Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statement for our 2023 Annual Meeting of Shareholders.
 
 Other NEO Average Compensation Actually Paid
 
  
2023 ($)
 
 Summary Compensation Table — Total Compensation
       7,057,240
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
       (4,971,448 )
 + Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a)
       3,358,947
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
       (394,902 )
 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
       (560,558 )
 + Dividends paid on Stock Awards during the Fiscal Year on Unvested Stock Awards
       58,785
 = Other NEO Average Compensation Actually Paid (b)
       4,548,064
 
(a)   None of the awards granted during the reported year vested in the year of grant.
(b)   The Other NEOs were not eligible for any pension benefits.
 
    
    
 
(5)
Company TSR reflects the
year-end
value assuming $100 was invested in Company stock at the market closing price on the last trading day of fiscal 2019, determined consistent with reporting requirements under Item 201(e) of Regulation
S-K.
Source: Bloomberg
Total
Return Analysis. For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2023, fiscal years 2020-2023; 2022, fiscal years 2020-2022; 2021, fiscal years 2020-2021.
 
(6)
Peer group TSR reflects the year-end value assuming $100 was invested in the S&P Retailing Industry Group Index (the “S&P Retail Index”) at the market closing price on the last trading day of fiscal 2019, consistent with reporting requirements under Item 201(e) of Regulation S-K. For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2023, fiscal years 2020-2023; 2022, fiscal years 2020-2022; 2021, fiscal years 2020-2021.
 
(7)
Operating income for fiscal 2023 was adjusted for purposes of annual incentive awards to exclude the impact of a $63 million gain in the first quarter of fiscal 2023 associated with the Company’s sale of its Canadian retail business, as described on page 40. Operating income for fiscal 2022 was adjusted for purposes of annual incentive awards to exclude the impact of the Company’s sale of its Canadian retail business. The Compensation Committee did not make
any
adjustments to GAAP operating income under the annual incentive awards for fiscal years 2020 and 2021.
     
Company Selected Measure Name Operating Income (as adjusted)      
Named Executive Officers, Footnote
(3)
The amount reported in this column is the average of “Total” compensation for the Other NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. The names of the Other NEOs included for these purposes in each applicable year are as follows:
 
 Fiscal Year 
 
  
Other NEOs
 
 2023
  
Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Juliette W. Pryor
 2022
  
David M. Denton (who resigned as the Company’s Executive Vice President, Chief Financial Officer, effective April 30, 2022), Brandon J. Sink (who replaced Mr. Denton as Executive Vice President, Chief Financial Officer, effective April 30, 2022), Joseph M. McFarland III, William P. Boltz and Seemantini Godbole
 2021
  
David M. Denton, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole
 2020
  
David M. Denton, Joseph M. McFarland III, William P. Boltz and Marisa F. Thalberg
     
Peer Group Issuers, Footnote Peer group TSR reflects the year-end value assuming $100 was invested in the S&P Retailing Industry Group Index (the “S&P Retail Index”) at the market closing price on the last trading day of fiscal 2019, consistent with reporting requirements under Item 201(e) of Regulation S-K. For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2023, fiscal years 2020-2023; 2022, fiscal years 2020-2022; 2021, fiscal years 2020-2021.      
PEO Total Compensation Amount $ 18,162,272 $ 17,472,005 $ 17,871,716 $ 23,075,881
PEO Actually Paid Compensation Amount $ 6,164,094 13,650,690 61,282,315 49,750,173
Adjustment To PEO Compensation, Footnote
(2)
Compensation actually paid to the CEO is defined by the SEC to include not only actual take-home pay for the reported year, but also includes changes in the accounting fair value of vested and unvested equity awards. The equity-related values of compensation actually paid do not reflect compensation actually earned, realized or received by the Company’s NEOs. Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and for outstanding PSU awards, reflect trending performance through fiscal
year-end.
See Note 10, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on
Form 10-K
for the fiscal year ended February 2, 2024 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the CEO Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statement for our 2023 Annual Meeting of Shareholders.
 
 CEO Compensation Actually Paid
 
  
2023 ($)
 
 Summary Compensation Table — Total Compensation
       18,162,272
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
       (14,784,724 )
 + Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a)
       8,306,979
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
       (2,560,302 )
 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
       (3,171,877 )
 + Dividends Paid During Fiscal Year on Unvested Stock Awards
       211,746
 = CEO Compensation Actually Paid (b)
       6,164,094
 
  (a)
None of the awards granted during the reported year vested in the year of grant.
  (b)
The CEO was not eligible for any pension benefits.
     
Non-PEO NEO Average Total Compensation Amount $ 7,057,240 4,975,514 5,954,773 8,196,572
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,548,064 (2,118,508) 21,264,668 16,505,885
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and, for outstanding PSU awards, reflect trending performance through fiscal
year-end.
See Note 10, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form
10-K
for the fiscal year ended February 2, 2024 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the Other NEO Average Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statement for our 2023 Annual Meeting of Shareholders.
 
 Other NEO Average Compensation Actually Paid
 
  
2023 ($)
 
 Summary Compensation Table — Total Compensation
       7,057,240
 - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
       (4,971,448 )
 + Fair Value at Fiscal
Year-End
of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a)
       3,358,947
 + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
       (394,902 )
 + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
       (560,558 )
 + Dividends paid on Stock Awards during the Fiscal Year on Unvested Stock Awards
       58,785
 = Other NEO Average Compensation Actually Paid (b)
       4,548,064
 
(a)   None of the awards granted during the reported year vested in the year of grant.
(b)   The Other NEOs were not eligible for any pension benefits.
 
    
    
     
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between Compensation Actually Paid and Performance Measures in Table
A significant portion of our executive compensation program is performance-based with a balanced focus on
top-
and bottom-line growth and strategic initiatives. The Company’s most important performance metrics incentivize our executives to focus on operational objectives that are expected to drive shareholder value, which impacts the value of equity awards granted to and held by our executives.
Below are graphs showing the relationship of CEO and Other NEO compensation actually paid amounts to (i) the Company’s TSR and the S&P Retail Index TSR, (ii) the Company’s net income and (iii) the Company’s operating income (as adjusted).
 
 
LOGO
 
     
Compensation Actually Paid vs. Net Income
LOGO
 
     
Compensation Actually Paid vs. Company Selected Measure
 
LOGO
For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion & Analysis section of this Proxy Statement.
     
Total Shareholder Return Vs Peer Group
Relationship Between Compensation Actually Paid and Performance Measures in Table
A significant portion of our executive compensation program is performance-based with a balanced focus on
top-
and bottom-line growth and strategic initiatives. The Company’s most important performance metrics incentivize our executives to focus on operational objectives that are expected to drive shareholder value, which impacts the value of equity awards granted to and held by our executives.
Below are graphs showing the relationship of CEO and Other NEO compensation actually paid amounts to (i) the Company’s TSR and the S&P Retail Index TSR, (ii) the Company’s net income and (iii) the Company’s operating income (as adjusted).
 
 
LOGO
 
     
Tabular List, Table
 Most Important Performance Measures
 
Sales
Operating Income (as adjusted)
Inventory Turnover
Pro Sales Growth
3-year average ROIC
3-year relative TSR vs. the median of S&P 500 companies
     
Total Shareholder Return Amount $ 202.79 195.43 208.44 145.94
Peer Group Total Shareholder Return Amount 174.14 126.69 149.72 141.39
Net Income (Loss) $ 7,726,000,000 $ 6,437,000,000 $ 8,442,000,000 $ 5,835,000,000
Company Selected Measure Amount 11,494,000,000 12,660,000,000 12,093,000,000 9,647,000,000
PEO Name Mr. Ellison      
Measure:: 1        
Pay vs Performance Disclosure        
Name Sales      
Measure:: 2        
Pay vs Performance Disclosure        
Name Operating Income (as adjusted)      
Non-GAAP Measure Description
(7)
Operating income for fiscal 2023 was adjusted for purposes of annual incentive awards to exclude the impact of a $63 million gain in the first quarter of fiscal 2023 associated with the Company’s sale of its Canadian retail business, as described on page 40. Operating income for fiscal 2022 was adjusted for purposes of annual incentive awards to exclude the impact of the Company’s sale of its Canadian retail business. The Compensation Committee did not make
any
adjustments to GAAP operating income under the annual incentive awards for fiscal years 2020 and 2021.
     
Measure:: 3        
Pay vs Performance Disclosure        
Name Inventory Turnover      
Measure:: 4        
Pay vs Performance Disclosure        
Name Pro Sales Growth      
Measure:: 5        
Pay vs Performance Disclosure        
Name 3-year average ROIC      
Measure:: 6        
Pay vs Performance Disclosure        
Name 3-year relative TSR vs. the median of S&P 500 companies      
PEO | Grant Date Fair Value Of Option Awards And Stock Awards Granted In Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (14,784,724)      
PEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Option Awards And Stock Awards Granted In Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,306,979      
PEO | Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,560,302)      
PEO | Change In Fair Value As Of Vesting Date Of Option Awards And Stock Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,171,877)      
PEO | Dividends Paid During Fiscal Year On Unvested Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 211,746      
Non-PEO NEO | Grant Date Fair Value Of Option Awards And Stock Awards Granted In Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,971,448)      
Non-PEO NEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Option Awards And Stock Awards Granted In Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,358,947      
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (394,902)      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Option Awards And Stock Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (560,558)      
Non-PEO NEO | Dividends Paid During Fiscal Year On Unvested Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 58,785