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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Dollar General Corporation
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Table of Contents
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Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072 |
|
Dear Fellow Shareholder:
The 2016
DEAR FELLOW SHAREHOLDERS,
On behalf of the Board of Directors, we look forward to welcoming you to the 2024 Annual Meeting of Shareholders of Dollar General Corporation, which will be held on Wednesday, May 25, 2016,29, 2024, at 9:00 a.m., Central Time, at Goodlettsville City Hall Auditorium, 105 South Main Street,Dollar General Corporation, Turner One Building, 100 Mission Ridge, Goodlettsville, Tennessee. All
We would like to thank you for your continued investment in Dollar General. It has been my privilege to serve as Chairman of the Board over the last 8 years, and I look forward to the year ahead.
Our objectives and actions are informed by your feedback, and we appreciate the opportunity to speak with many of you over the past year. In 2023, we engaged with shareholders comprising approximately 55% of shares outstanding as part of our focused annual shareholder outreach program. As Chairman, I led the engagement with shareholders representing approximately 38% of shares outstanding. The information we received from shareholders helped to inform decisions regarding the enhanced disclosures in this Proxy Statement and in our Serving Others report for 2023, as well as our recently published report on the findings of the employee safety and well-being audit. Below are several areas of particular importance to the Board that we discussed with our shareholders this past year:
•
CEO Succession. CEO succession is a key component of our long-term business strategy and is a top priority for the Board. On October 12, 2023, we announced the re-appointment of Todd Vasos, our former CEO and existing Board member, as our CEO. Todd’s deep expertise and familiarity with Dollar General continues to be an asset to our Company, and the strong relationships and respect he has built with the investment community, vendors, our executive team and the broader employee base over his tenure have supported a seamless transition. We are confident Todd is the right leader to refocus our Company’s strategic direction and priorities to stabilize the business.
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Workplace Safety. Dollar General has a long-standing commitment to addressing matters that can affect our workplace experience, including employee safety and well-being. Our safety program includes standardized policies and procedures, training, and other proactive measures combined with monitoring and use of data analytics to drive preventative strategies and evolve employee safety strategies and initiatives. At the 2023 Annual Meeting of Shareholders, a majority of our shareholders voted in favor of a shareholder proposal requesting an employee safety and well-being audit. At the direction of our General Counsel and with oversight by the Board, we subsequently engaged an independent third party to conduct the audit and published a related report in April 2024. For further details, please refer to our Report on Audit of Dollar General Safety Policies and Practices published at https://www.dollargeneral.com/about-us/corporate-social-responsibility.
•
Board Composition. Our Board represents a diversity of experience, backgrounds, viewpoints, tenure, age, gender, and race. We have robust corporate governance measures to foster shareholder participation and Board responsiveness and accountability, including strong director refreshment and evaluation practices. Approximately 38% of our independent directors have joined the Board within the last five years, including most recently the appointment of David Rowland on August 5, 2023. David is the former Executive Chairman of Accenture, where his career spanned nearly four decades. He brings to our Board a deep knowledge of the global marketplace and vast experience in finance, operations, strategy and risk management.
We would like to thank our shareholders, employees, customers, and business partners for their continued support and contributions to Dollar General’s success. We remain confident in our path forward under Todd’s leadership and in our ability to continue to build momentum with the Board’s active oversight.
| | | | | SINCERELY, MICHAEL M. CALBERT CHAIRMAN OF THE BOARD
APRIL 5, 2024 | |
We will begin mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability on or about April 5, 2024.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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| | DATE | | | | TIME | | | | LOCATION | |
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| | Wednesday,
May 29, 2024 | | | | 9:00 a.m. Central Time | | | | Dollar General Corporation, Turner One Building
100 Mission Ridge
Goodlettsville, Tennessee | |
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ITEMS OF BUSINESS:
•
To elect as directors the nine nominees listed in the Proxy Statement
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To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy Statement
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To ratify the appointment of our independent registered public accounting firm for fiscal 2024
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To vote upon a shareholder proposal, as described in the Proxy Statement, if properly presented at the annual meeting
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To transact any other business that may properly come before the annual meeting and any adjournments of that meeting
WHO MAY VOTE:
Shareholders of record at the close of business on March
17, 2016 are invited to attend the annual meeting. For security reasons, however, to gain admission to the meeting you may be required to present photo identification and comply with other security measures. At this year's meeting, you will have an opportunity to vote on the matters described in our accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Our 2015 Annual Report and our Annual Report on Form 10-K for the fiscal year ended January 29, 2016 also accompany this letter.
Your interest in Dollar General and your vote are very important to us. We encourage you to read the Proxy Statement and vote your proxy as soon as possible so your vote can be represented at the annual meeting. You may vote your proxy via the Internet or telephone, or if you received a paper copy of the proxy materials by mail, you may vote by mail by completing and returning a proxy card.
On behalf of the Board of Directors, thank you for your continued support of Dollar General.
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Sincerely, |
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/s/ Michael M. Calbert |
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Michael M. Calbert
Chairman of the Board |
April 8, 2016
Table of Contents
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| | Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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DATE: | | Wednesday, May 25, 2016 |
TIME: |
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9:00 a.m., Central Time |
PLACE: |
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Goodlettsville City Hall Auditorium
105 South Main Street
Goodlettsville, Tennessee |
ITEMS OF BUSINESS: |
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1) |
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To elect as directors the 8 nominees listed in the proxy statement |
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2) |
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To ratify the appointment of the independent registered public accounting firm for fiscal 2016 |
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3) |
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To transact any other business that may properly come before the annual meeting and any adjournments of that meeting |
WHO MAY VOTE: |
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Shareholders of record at the close of business on March 17, 2016 |
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By Order of the Board of Directors, | |
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/s/ | | | | |
| | Goodlettsville, Tennessee
April 5, 2024 | | | Christine L. Connolly
Corporate Secretary | |
| | | Please vote your proxy as soon as possible even if you expect to attend the annual meeting in person. You may vote your proxy via the internet or by phone by following the instructions on the Notice of Internet Availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States. You may revoke your proxy by following the instructions listed on page 2 of the Proxy Statement. | | |
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in the proxy statement or about Dollar General. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.
WHO WE ARE
We are today’s neighborhood general store, serving the needs of our customers by providing convenience, value and service—Every day!
(1)
As of March 1, 2024.
![[MISSING IMAGE: lg_dollargeneral-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-044304/lg_dollargeneral-pn.jpg)
2024 Proxy Statement
BOARD OF DIRECTORS COMPOSITION (pp. 5 - 9, 14 - 15 and 19)
2024 Proxy Statement
BOARD OF DIRECTORS GROUP DIVERSITY (pp. 4 - 9)
BOARD-LEVEL STRATEGY AND RISK OVERSIGHT (pp. 12 - 15)
Our Board of Directors actively oversees our corporate strategy and related risks and further coordinates risk oversight with its three fully independent committees, each with a different set of responsibilities:
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Goodlettsville, Tennessee
April 8, 2016 |
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Christine L. Connolly
Corporate SecretaryAUDIT COMMITTEE Oversees financial reporting matters and enterprise risk management, including cybersecurity | | | | COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE Oversees significant human capital management matters, including diversity and inclusion; employee recruitment, retention and engagement; labor matters; and compensation | | | | NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE Oversees corporate governance and significant corporate social responsibility and sustainability matters | |
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SHAREHOLDER ENGAGEMENT (pp. 11 - 12)
Please vote your proxy as soon as possible even if you expect to attendOur Board of Directors appreciates and proactively seeks the annual meeting in person. You may vote your proxy via the Internet or by phone by following the instructions on the noticeviewpoints of internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy cardour shareholders. Our focused outreach in the enclosed reply envelope. No postage is necessary iffall of 2023 encompassed a broad base of shareholders and discussion topics and helped inform our approach to the proxy is mailed withinsafety and well-being audit and report that shareholders requested at the United States. You may revoke your proxy by following the instructions listed on page 3 of the proxy statement.
Table of Contents
DOLLAR GENERAL CORPORATION
Proxy Statement for
20162023 Annual Meeting of Shareholders,
as well as various other disclosure enhancements in this proxy statement and in our Serving Others report for 2023.
![[MISSING IMAGE: pc_invited-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-044304/pc_invited-pn.jpg)
2024 Proxy Statement
PAY FOR PERFORMANCE (pp. 21 - 31)
The primary elements of our 2023 annual executive compensation program are summarized in the chart below and reflect significant alignment with our shareholders’ interests.
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General Information
Consistent with our philosophy,
and as illustrated to the right, a
significant portion of annualized
total target compensation for
our named executive officers in
2023 was variable/at-risk as a
result of being performance-based (dependent on our financial performance, linked to changes in our stock price, or both). | | 1 | The most recent shareholder advisory vote on our named executive officer compensation was held on May 31, 2023. Excluding abstentions and broker non-votes, 90.9% of total votes were cast in support of the program. | |
2024 Proxy Statement
VOTING MATTERS (pp. 1 - 10, 54, 59 and 60 - 62)
Voting Matters
| 2024 PROPOSALS | | 2 | Board
Recommendation | |
| Proposal 1:
Election of Directors | | 5 | For | |
Corporate Governance
| Proposal 2:
Advisory Vote to Approve Named Executive Officer Compensation | | 11 | For | |
Director Compensation
| Proposal 3:
Ratification of Appointment of Auditors | | 16 | For | |
Director Independence
| Proposal 4:
Shareholder Proposal | | 19 | Against | |
HOW TO VOTE (p. 2)
Transactions with Management and Others
| | 21 |
Executive Compensation
| | 22 | | | | | | | | | | |
| | MAIL | | | | PHONE | | | | INTERNET | | | | IN PERSON | |
| | | | | | | | | | | | | | | |
| | Complete, sign,
date and mail your
proxy card or
voting instruction form | | | | 1-800-690-6903 | | | | www.proxyvote.com | | | | May 29, 2024
9:00 a.m., CT
Dollar General Corporation
Turner One Building
100 Mission Ridge
Goodlettsville, Tennessee | |
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2024 Proxy Statement
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| | Compensation Committee Report | | | | |
| | Summary Compensation Table | | | | |
| | Grants of Plan-Based Awards in Fiscal 2015 2023 | | | | |
| | Outstanding Equity Awards at 20152023 Fiscal
Year-End | | | | |
| | Option Exercises and Stock Vested During
Fiscal 2015 2023 | | | | |
| | Pension Benefits Fiscal 2015 2023 | | | | |
| | Nonqualified Deferred Compensation Fiscal 2015
2023 | | | | |
| | Potential Payments uponUpon Termination or Change in Control | | | | |
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| | Compensation Committee Interlocks and Insider Participation | | | | |
| | Compensation Risk Considerations | | | | |
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| | Security Ownership of Officers and
Directors | | | | |
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Shareholder Proposals for 2017 Annual Meeting
| | 56 |
Appendix A
| | 57 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 25, 201629, 2024
This Proxy Statement, our 20152023 Annual Report and a form of proxy card are available at www.proxyvote.com. You will need your Notice of Internet Availability or proxy card to access the proxy materials. As permitted by rules adopted by the Securities and Exchange Commission
("SEC"(“SEC”), we are furnishing our proxy materials over the Internet to some of our shareholders. This means that some shareholders will not receive paper copies of these
documents. Instead, these shareholdersdocuments but instead will receive only a Notice of Internet Availability containing instructions on how to access the proxy materials over the
Internet. The Notice of Internet
Availability also contains instructions onand how
each of those shareholders canto request a paper copy of our proxy materials, including the Proxy Statement, our
20152023 Annual Report, and a proxy card. Shareholders who do not receive a Notice of Internet Availability will receive a paper copy of the proxy materials by mail, unless they have previously requested delivery of proxy materials electronically.
If you received only the Notice of Internet Availability and would like to receive a paper copy of the proxy materials, the notice contains instructions on how you can request copies of these documents.
2024 Proxy Statement
PROXY STATEMENT
This document is the Proxy Statementproxy statement of Dollar General Corporation for thethat we use to solicit your proxy to vote upon certain matters at our Annual Meeting of Shareholders to be held on Wednesday, May 25, 2016.29, 2024. We will begin mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability to shareholders on or about April 8, 2016. 5, 2024.
We include website addresses and references to our Serving Others report and our Report on Audit of Dollar General Safety Policies and Practices in this proxy statement for reference only. The information contained in these websites and reports is not incorporated by reference into, and does not form a part of, this proxy statement.
SOLICITATION, MEETING AND VOTING INFORMATION
What is Dollar General Corporation and where is it located?
Dollar General Corporation (NYSE: DG) is proud to serve as America’s neighborhood general store. Founded in 1939, Dollar General lives its mission of Serving Others every day by providing access to affordable products and services for its customers, career opportunities for its employees, and literacy and education support for its hometown communities. As of March 1, 2024, the Company’s 20,022 Dollar General, DG Market, DGX and pOpshelf stores across the United States and Mi Súper Dollar General stores in Mexico provide everyday essentials including food, health and wellness products, cleaning and laundry supplies, self-care and beauty items, and seasonal décor from our high-quality private brands alongside many of the world’s most trusted brands. Our principal executive offices are providing this document to solicit your proxy to vote upon certain matterslocated at the annual meeting.100 Mission Ridge, Goodlettsville, Tennessee 37072.
We
also refer to our company as
"we," "us"“we,” “us” or
"Dollar“Dollar General.
"” Unless otherwise noted or required by
the context,
"2016," "2015," "2014," "2013,"“2024,” “2023,” “2022,” and
"2012"“2021” refer to our fiscal years ending or ended
January 31, 2025, February 2, 2024, February 3,
2017,2023, and January
29, 2016, January 30, 2015, January 31, 2014, and February 1, 2013,28, 2022, respectively.
What is a proxy
and who is asking for it and
who is paying for the cost to solicit it?
A proxy is your legal designation of another person, called a
"proxy,"“proxy,” to vote your stock. The document
that designatesdesignating someone as
youra proxy is also called a proxy or a proxy card.
Our directors, officers and employees are soliciting your proxy on behalf of our Board of
Directors.Directors and will not be specially paid for doing so. Solicitation of proxies by mail may be supplemented by telephone, email and other electronic means, advertisements, personal solicitation, news releases issued by Dollar General, postings on our website or otherwise. Dollar General will pay all
solicitation expenses.expenses of this solicitation. We
will not additionally compensate these personshave retained Innisfree M&A Incorporated to
solicit your proxy but will reimburse them for any out-of-pocket expenses they incur. We also may reimburse custodians and nominees for their expenses in sending proxy materials to beneficial owners.Who may attend the annual meeting?
Only shareholders, their proxy holders and our invited guests may attend the meeting. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bringact as a proxy orsolicitor for a letter from that record holder or your most recent brokerage account statement that confirms your ownershipfee estimated to be $17,500, plus reimbursement of those shares asout of March 17, 2016. For security reasons, we also may require photo identification for admission.
Where can I find directions to the annual meeting?
Directions to Goodlettsville City Hall, where we will hold the annual meeting, are posted on the "Investor Information" section of our website located at www.dollargeneral.com.
pocket expenses.
Will the annual meeting be webcast?
Yes.
You are invited to visit the "Conference Calls and Investor Events" sectionA live webcast of the
"Investor Information" section of our website located at www.dollargeneral.comannual meeting, including the question and answer session, will be available on https://investor.dollargeneral.com under “News and Events—Events and Presentations” at 9:00 a.m., Central Time, on May
25, 2016 to access29, 2024. Within 24 hours following the
live webcast of the annual meeting. An archived copymeeting, a recording of the webcast will be available on our website for at least
6030 days. The information on our website, however, is not incorporated by reference into, and does not form a part of, this proxy statement.
What is Dollar General Corporation
Who may attend the annual meeting?
Only shareholders as of the record date, March 20, 2024 (the “Record Date”), their duly appointed proxy holders, and where is it located? Dollar General has been delivering valueour invited guests may attend the annual meeting. To be admitted to shoppers for over 75 years. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently usedthe meeting, you must present a government-issued photo identification and replenished, suchproof of share ownership as food, snacks, healthof the Record Date. To prove ownership, we will verify shareholders of record against our list of registered shareholders, while street name shareholders must show: an account statement bearing their name and beauty aids, cleaning supplies, clothingshowing their share ownership as of the Record Date; a valid legal proxy from the broker, trustee, bank or nominee holding the shares; a letter from a broker, trustee, bank or nominee holding the shares confirming the beneficial owner’s ownership as of the Record Date; or other similar evidence of ownership.
We reserve the right to deny admittance to anyone who does not comply with these requirements or with the Rules of Conduct for the family, housewaresmeeting. We will decide in our sole discretion whether your documentation meets the admission requirements. If you hold shares in a joint account, both owners can be admitted to the meeting if proof of joint ownership is provided and seasonal itemsyou both provide the required identification.
Where can I find directions to the annual meeting?
Directions to the annual meeting are posted on our website at low everyday prices in convenient neighborhood locations. Dollar General operates 12,575 stores in 43 states ashttps://investor.dollargeneral.com.
2024 Proxy Statement1
SOLICITATION, MEETING AND VOTING INFORMATION
Who may vote at the annual meeting?
You may vote if you owned shares of
February 26, 2016. Our principal executive offices are located at 100 Mission Ridge, Goodlettsville, Tennessee 37072. Our telephone number is 615-855-4000.Where is Dollar General common stock traded?
Our stock is tradedat the close of business on the New York Stock Exchange ("NYSE") under the symbol "DG."
TableRecord Date (March 20, 2024). As of Contents
VOTING MATTERS
that date, there were 219,670,239 shares of Dollar General common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter.
How many votes must be present to hold the annual meeting?
A quorum, consisting of the presence in person or by proxy of the holders of a majority of shares of our common stock outstanding on
March 17, 2016,the Record Date, must exist to conduct
any business at the
meeting.What if a quorum is not present at the annual meeting?
meeting. If a quorum is not present, the presiding officer at the meeting any officer entitled to preside at or to act as Secretary of the meeting shall have power tomay adjourn the meeting from time to time until a quorum is present.
You will be asked to vote on:
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| | the election of 8 directors; and |
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| | the ratification of the appointment of our independent registered public accounting firm (the "independent auditor") for 2016.
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•
May other matters be raised at the
annual meeting?election of the 9 nominees listed in this proxy statement (Proposal 1);
•
the approval on an advisory basis of our named executive officer compensation as disclosed in this proxy statement (Proposal 2);
•
the ratification of the appointment of our independent registered public accounting firm (the “independent auditor”) for 2024 (Proposal 3); and
•
the shareholder proposal described in this proxy statement (Proposal 4) if properly presented.
We are unaware of other matters to be acted upon at the
annual meeting. Under Tennessee law and our governing documents, no other non-procedural business may be raised at the meeting unless proper notice has been given to shareholders.
If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.Who is entitled to vote at the annual meeting?
You may vote if you owned shares of Dollar General common stock at the close of business on March 17, 2016. As of that date, there were 286,669,916 shares of Dollar General common stock outstanding and entitled to vote. Each share is entitled to one vote on each matter.
What is the difference between a "shareholder of record" and a "street name" holder?
You are a "shareholder of record" if your shares are registered directly in your name with Wells Fargo Shareowner Services, our transfer agent. You are a "street name" holder if your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian.
If you are a shareholder of record, you may vote your proxy over the telephone or Internet or, if you received printed proxy materials, by marking, signing, dating and returning the printed proxy card in the enclosed envelope. Please refer to the
instructions on the Notice of Internet Availability or proxy card, as
applicable.applicable, for the telephone number, Internet address and other instructions. Alternatively, you may vote
your shares in person at the
annual meeting.
Even if you plan to attend the meeting, we recommend that you vote in advance so that your vote will be counted if you later decide not to attend the meeting.
If you are a street name holder, your broker, trustee, bank or other nominee will provide materials and instructions for voting your shares. You also may vote in person at the meeting if you obtain and bring to the meeting a legal proxy from your broker, banker, trustee or other nominee giving you the right to vote the shares.
In either case, shareholders wishing to attend the meeting must also comply with the requirements described above under “Who may attend the annual meeting.”
TableWhat is the difference between a “shareholder of
Contentsrecord” and a “street name” holder?
You are a “shareholder of record” if your shares are registered directly in your name with EQ Shareowner Services, our transfer agent. You are a “street name” holder if your shares are held in the name of a brokerage firm, bank, trust or other nominee as custodian.
What if I receive more than one Notice of Internet Availability or proxy card?
You will receive multiple Notices of Internet Availability or proxy cards if you hold shares in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts. Street name holders will receive the Notice of Internet Availability or proxy card or other voting information, along with voting instructions, from their brokers. Please vote the shares represented by each Notice of Internet Availability or proxy card you receive to ensure that all your shares are voted.
How will my proxy be voted?
The persons named on the proxy card will vote your proxy as you
direct or, ifdirect. If you return a signed proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your
shares: "FOR" all directors nominated and "FOR" ratificationshares, the persons named on the proxy card will vote your shares in accordance with the recommendations of
Ernst & Young LLPour Board of Directors. If business other than that described in this proxy statement is properly raised, your proxies have authority to vote as
our independent auditor for 2016.they think best, including to adjourn the annual meeting.
Can I change my mind and revoke my proxy?
Yes. A shareholder of record may revoke a proxy given pursuant to this solicitation by:
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signing a valid, later-dated proxy card and submitting it so that it is received before the annual meeting in accordance with the instructions included in the proxy card; •
at or before the meeting, submitting to our Corporate Secretary a written notice of revocation dated later than the date of the proxy; •
submitting a later-dated vote by telephone or Internet no later than 11:59 p.m. Eastern Time on May 28, 2024; or •
attending the meeting and voting in person. Note that it is received before the annual meeting in accordance with the instructions included in the proxy card; |
| •
| | at or before the annual meeting, submitting to our Corporate Secretary a written notice of revocation dated later than the date of the proxy;
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| •
| | submitting a later-dated vote by telephone or Internet no later than 11:59 p.m., Eastern time, on May 24, 2016; or
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| •
| | attending the annual meeting and voting in person.
|
Your attendance at the annual meeting, by itself, will not revoke your proxy.
22024 Proxy Statement
SOLICITATION, MEETING AND VOTING INFORMATION
A street name holder may revoke a proxy given pursuant to this solicitation by following the instructions of the bank, broker, trustee or other nominee who holds his or her shares.
How many votes are needed to elect directors?
To be elected at the annual meeting, a nominee must receive the affirmative vote of a majority of votes cast by holders of shares entitled to vote at the meeting. Under our
Amended and Restated Charter, the
"affirmative“affirmative vote of a majority of votes
cast"cast” means that the number of votes cast in favor of a
nominee'snominee’s election exceeds the number of votes cast against his or her election. You may vote in favor of or against the election of each nominee, or you may elect to abstain from voting your shares.
What happens if a director fails to receive the required vote for election?
An incumbent director who does not receive the required vote for election at the annual meeting must promptly tender a resignation as a director for the Board's consideration by our Board of Directors pursuant to our Board-approved director resignation policy outlined in our Corporate Governance Guidelines.policy. Each director standing for re-electionelection at the annual meeting has agreed to resign, effective upon the Board'sBoard’s acceptance of such resignation, if he or she does not receive a majority vote. If the Board rejects the offered resignation, the director will continue to serve until the next annual shareholders'shareholders’ meeting and until his or her successor is duly elected or his or her earlier resignation or removal in accordance with our Amended and Restated Bylaws ("Bylaws").Bylaws. If the Board accepts the offered resignation, the Board, in its sole discretion, may fill the resulting vacancy or decrease the size of the Board.Board’s size.
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How many votes are needed to approve other matters?
The proposal to
Proposal 2 (to approve on an advisory basis our named executive officer compensation), Proposal 3 (to ratify the appointment of our independent auditor for
20162024), and Proposal 4 (a shareholder proposal described in this proxy statement) will be approved if the votes cast in favor of
suchthe applicable proposal exceed the votes cast against it.
The vote on the compensation of our named executive officers is advisory and, therefore, not binding on Dollar General, our Board of Directors, or its Compensation Committee. With respect to this proposal,each of these proposals, and any other matter properly brought before the annual meeting, you may vote in favor of or against the proposal, or you may elect to abstain from voting your shares.
How will abstentions and broker non-votes be treated?
Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present but will not be
counted as votes cast either in favor of or against a particular proposal and will have no effect on the outcome of the particular proposal.
What are broker non-votes?
Although your broker is the record holder of any shares that you hold in street name, it must vote those shares pursuant to your instructions. If you do not provide instructions, your broker may exercise discretionary voting power over your shares for
"routine"“routine” items but not for
"non-routine"“non-routine” items.
The election of directors is considered to be a non-routine item, whileAll matters described in this proxy statement, except for the ratification of the appointment of our independent auditor,
isare considered to be
a routine matter. "Broker non-votes"non-routine matters.
“Broker non-votes” occur when shares held of record by a broker are not voted on a matter because the
brokerstreet name holder of the shares has not
receivedprovided voting instructions
fromand the
beneficial owner andbroker either lacks or declines to exercise the authority to vote the shares in its discretion.
How
will abstentions and broker non-votes be treated? Abstentions and broker non-votes, if any, will be treated as shares that are present andcan I ask questions or view the list of shareholders entitled to vote for purposesat the annual meeting?
You may submit pertinent questions in advance of
determining whetherthe annual meeting from May 15, 2024 through May 24, 2024, by visiting www.proxyvote.com and entering your Control Number, which is a
quorum is present but will not be counted as votes cast either in favor of or against a particular proposal and will have no effect on the outcome of a particular proposal.Will my vote be confidential?
Proxy instructions, ballots and voting tabulations16-digit number that identify individual shareholders are handled in a manner that is intended to protect your voting privacy. Your vote will not be intentionally disclosed either within Dollar General or to third parties, except (1) as necessary to meet applicable legal requirements; (2) in a dispute regarding authenticity of proxies and ballots; (3)you can find in the caseNotice of a contested proxy solicitation, if the other party soliciting proxies does not agree to comply with the confidential voting policy; (4) to allow for the tabulation of votes and certification of the vote; (5) to facilitate a successful proxy solicitation;Internet Availability or (6) when a shareholder makes a written comment on the proxy card (in each case if you are a shareholder of record), as applicable, or otherwise communicatesin the voting instruction form (if you are a street name holder). If you attend the meeting in person and meet the additional requirements set out in the Rules of Conduct for the meeting, you also may submit pertinent questions at the meeting. Rules of Conduct for the meeting, including without limitation rules pertaining to submission of questions, will be available prior to the meeting on www.proxyvote.com and at the meeting. We encourage you to review in advance the Rules of Conduct for the meeting.
During the meeting, shareholders of record may examine the list of shareholders entitled to vote at the meeting, which list will be available at the meeting. To inspect such shareholder list prior to management.the meeting, please contact our Investor Relations department at 615-855-5529 or investorrelations@dollargeneral.com.
2024 Proxy Statement3
PROPOSAL 1:
ELECTION OF DIRECTORS
Election of Directors What is the structure of the Board of Directors?
Our Board of Directors must consist of 1 to 15 directors, with the exact number
currently fixed at 8, set by the Board.
The Board size is currently fixed at 9. All directors are elected annually by our shareholders.
Who are the nominees this year?
The nominees for the Board of Directors consist of the 8 current directors. If elected, each nominee would hold office until the 2017 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal. These nominees, their ages at the date of this proxy statement and the calendar year in which they first became a director are listed in the table below.
| | | | |
| Name | | Age | | Director Since |
|---|
Warren F. Bryant | | 70 | | 2009 |
Michael M. Calbert | | 53 | | 2007 |
Sandra B. Cochran | | 57 | | 2012 |
Patricia D. Fili-Krushel | | 62 | | 2012 |
Paula A. Price | | 54 | | 2014 |
William C. Rhodes, III | | 50 | | 2009 |
David B. Rickard | | 69 | | 2010 |
Todd J. Vasos | | 54 | | 2015 |
What are the backgrounds of this year's nominees?
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co., a retail grocery chain, from 1999 to 2002. Mr. Bryant is a director of Office Depot, Inc. and Loblaw Companies Limited of Canada and served as a director of OfficeMax Incorporated from 2004 to 2013.
Mr. Calbert has served as our Chairman of the Board since January 30, 2016. He joined KKR & Co. L.P. ("KKR") in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014. Mr. Calbert led the Retail industry team within KKR's Private Equity platform prior to his retirement and served as a consultant to KKR from his retirement until June 2015. Mr. Calbert joined Randall's Food Markets beginning in 1994 and served as the Chief Financial Officer from 1997 until it was sold in September 1999. Mr. Calbert also previously worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. He previously served as our Chairman of the Board from July 2007 until December 2008 and as our lead director from March 2013 until his re-appointment as our Chairman of the Board in January 2016.
Ms. Cochran has served as a director and as President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc. since September 2011. She joined Cracker Barrel in April 2009 as Executive Vice President and Chief Financial Officer, and was named President and Chief Operating Officer in November 2010. She was previously Chief Executive Officer at book retailer Books-A-Million, Inc. from February 2004 to April 2009. She also served as that company's President (August 1999—February 2004), Chief Financial Officer (September 1993—August 1999) and Vice President of Finance (August 1992—September 1993). Ms. Cochran has over 20 years of experience in the retail industry. Ms. Cochran has served as a director of Lowe's Companies, Inc. since January 2016.
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Ms. Fili-Krushel is the former Executive Vice President for NBCUniversal where she served as a strategist and key advisor to the CEO of NBCUniversal from April 2015 to November 2015. She served as Chairman of NBCUniversal News Group, a division of NBCUniversal Media, LLC, composed of NBC News, CNBC, MSNBC and the Weather Channel, from July 2012 until April 2015. She previously served as Executive Vice President of NBCUniversal (January 2011—July 2012) with a broad portfolio of functions reporting to her, including operations and technical services, business strategy, human resources and legal. Prior to NBCUniversal, Ms. Fili-Krushel was Executive Vice President of Administration at Time Warner Inc. (July 2001—December 2010) where her responsibilities included oversight of philanthropy, corporate social responsibility, human resources, worldwide recruitment, employee development and growth, compensation and benefits, and security. Before joining Time Warner in July 2001, Ms. Fili-Krushel had been Chief Executive Officer of WebMD Health Corp. since April 2000. From July 1998 to April 2000, Ms. Fili-Krushel was President of the ABC Television Network, and from 1993 to 1998 she served as President of ABC Daytime. Before joining ABC, she had been with Lifetime Television since 1988. Prior to Lifetime, Ms. Fili-Krushel held several positions with Home Box Office. Before joining HBO, Ms. Fili-Krushel worked for ABC Sports in various positions.
Ms. Price has been Senior Lecturer at Harvard Business School in the Accounting and Management Unit since July 2014. She was Executive Vice President and Chief Financial Officer of Ahold USA from May 2009 until January 2014. At Ahold, which operates more than 700 supermarkets under the Stop & Shop, Giant and Martin's names as well as the Peapod online grocery delivery service, Ms. Price was responsible for finance, accounting and shared services, strategic planning, real estate development, store format and construction, and information technology. Before joining Ahold, she was the Senior Vice President, Controller and Chief Accounting Officer at CVS Health Corporation (formerly CVS Caremark Corporation) from July 2006 until August 2008. Earlier in her career, Ms. Price served as the Chief Financial Officer for the Institutional Trust Services division of JPMorgan Chase (from August 2002 until September 2005), and held several other senior management positions in the U.S. and the U.K. in the financial services and consumer packaged goods industries. A certified public accountant, she began her career at Arthur Andersen & Co. Ms. Price has also served as a director of Accenture plc since May 2014 and Western Digital Corporation since July 2014 and served as a director of Charming Shoppes, Inc. (Lane Bryant, Catherine's, Fashion Bug, Cacique and Figi's brands) from March 2011 until it was sold in June 2012.
Mr. Rhodes was elected Chairman of AutoZone, Inc., a specialty retailer and distributor of automotive replacement parts and accessories, in June 2007. He has served as President and Chief Executive Officer and as a director of AutoZone since 2005. Prior to his appointment as President and Chief Executive Officer, Mr. Rhodes was Executive Vice President—Store Operations and Commercial. Prior to 2004, he had been Senior Vice President—Supply Chain and Information Technology since 2002, and prior thereto had been Senior Vice President—Supply Chain since 2001. Prior to that time, he served in various capacities with AutoZone since 1994, including Vice President—Stores in 2000, Senior Vice President—Finance and Vice President—Finance in 1999, and Vice President—Operations Analysis and Support from 1997 to 1999. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young LLP.
Mr. Rickard served as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Health Corporation (formerly CVS Caremark Corporation), a retail pharmacy chain and provider of healthcare services and pharmacy benefits management, from September 1999 until his retirement in December 2009. Prior to joining CVS, Mr. Rickard was the Senior Vice President and Chief Financial Officer of RJR Nabisco Holdings Corporation from March 1997 to August 1999. Previously, he was Executive Vice President of International Distillers and Vintners Americas. Mr. Rickard is a director of Harris Corporation and Jones Lang LaSalle Incorporated.
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Mr. Vasos has served as Chief Executive Officer and a member of our Board since June 3, 2015. He joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer. He was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, including Executive Vice President and Chief Operating Officer (February 2008 through November 2008) and Senior Vice President and Chief Merchandising Officer (2001—2008), where he was responsible for all pharmacy and front-end marketing, merchandising, procurement, supply chain, advertising, store development, store layout and space allocation, and the operation of three distribution centers. He also previously served in leadership positions at Phar-Mor Food and Drug Inc. and Eckerd Corporation.
How are directors identified and nominated?
All nominees for election as directors at the annual meeting currently serve on our Board of Directors
The Nominating, Governance and
were nominated by the Board for election or re-election, as applicable, upon the recommendation of the Nominating and GovernanceCorporate Responsibility Committee (the
"Nominating Committee"“Nominating Committee”)
. The Nominating Committee is responsible for identifying, evaluating and recommending director candidates,
while our Board is responsible for nominatingincluding the
director slate
to be presented to shareholders for election at the annual
meeting.meeting, to our Board of Directors, which makes the ultimate election or nomination determination, as applicable. The Nominating Committee's charter and our Corporate Governance Guidelines require the Nominating Committee to consider candidates submitted by our shareholders in accordance with the notice provisions of our Bylaws (see "Can shareholders nominate directors?" below) and to apply the same criteria to the evaluation of those candidates as it applies to other director candidates. The Nominating Committee also may use a variety of other methods to identify potential director candidates, such as recommendations by our directors, management, shareholders or third-party search firms.
Our employment agreement with The Nominating Committee has retained a third-party search firm to assist in identifying potential Board candidates who meet our qualification and experience requirements and, for any such candidate identified by such search firm, to compile and evaluate
information regarding the candidate’s qualifications and experience and to conduct reference checks. Mr. Vasos requiresDavid Rowland, a nominee for election at the annual meeting, was identified as a candidate by a third-party search firm.
Does the Board orconsider diversity when identifying director nominees?
Yes. Our Board of Directors values diversity in its broadest sense (including gender and race) and has adopted a
duly authorized committeewritten policy to endeavor to achieve a mix of
members that represents a diversity of background and experience in areas that are relevant to our business. Similar to the
Board“Rooney Rule,” this policy further provides that the Nominating Committee should seek to
nominate himinclude qualified women and individuals from underrepresented groups in the pool from which candidates are selected and to
servedirect any search firm accordingly. The Committee periodically assesses this policy’s effectiveness as
a memberpart of its annual performance evaluation. The matrix included below illustrates the diverse experience and composition of our Board
each yearand reflects the key skills, qualifications and experience that
he is slated for re-electionour Board has determined to
the Board. Our failure to do so could give rise to a claim for breachbe important in light of
contractour current and
may constitute good reason for employment termination by Mr. Vasos under the employment agreement.expected business needs.
42024 Proxy Statement
PROPOSAL 1: Election of Directors
How are nominees evaluated; what are the
minimumthreshold qualifications?
Subject to Mr. Vasos's employment agreement discussed above, the
The Nominating Committee is charged with recommending to
theour Board of Directors only those candidates that it believes are qualified to serve as Board members consistent with the
director selection criteria
for selection of new directors adopted from time to timeestablished by the
Board and who have not achieved the age of 76, unless the Board has approved an exception to this limit on a case by case basis. If a waiver is granted, it will be reviewed annually. We have a written policy to endeavor to achieve a mix of Board members that represent a diversity of background and experience in areas that are relevant to our business. To implement this policy, the Committee assesses diversity by evaluating each candidate's individual qualifications in the context of how that candidate would relate to the Board as a whole and also considers more traditional concepts of diversity. The Committee periodically assesses the effectiveness of this policy by considering whether the Board as a whole represents such diverse experience and composition and by recommending to the Board changes to the criteria for selection of new directors as appropriate. The Committee recommends candidates, including those submitted by shareholders, only if it believes the candidate's knowledge, experience and expertise would strengthen the Board and that the candidate is committed to representing the long-term interests of all Dollar General shareholders.
Board.
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The Nominating Committee assesses a candidate'scandidate’s independence, background, experience and experience,time commitments, as well as the current Board'sour Board’s skill needs and diversity.needs. With respect to incumbent directors, considered for re-election, the Committee also assesses each director'sthe meeting attendance record and suitability for continued service. In addition, theThe Committee determines that all nominees arewhether each nominee is in a position to devote an adequate amount of time to the effective performance of director duties and possesspossesses the following threshold characteristics: integrity and accountability, informed judgment, financial literacy, a cooperative approach, a record of achievement, loyalty, and the ability to consult with and advise management.
What particular The Committee recommends candidates, including those submitted by shareholders, only if it believes a candidate’s knowledge, experience qualifications, attributes or skills ledand expertise would strengthen the Board and that the candidate is committed to representing our shareholders’ long-term interests. While our focus and priorities may change from time to time, the Board of Directors Experience and Composition Matrix above summarizes the key skills, qualifications and experience
that our Board has determined to conclude that each nominee should servebe important in light of our current and expected business needs.
Who are the nominees this year?
All nominees standing for election as
a director of Dollar General? Ourdirectors at the annual meeting were nominated by our Board of Directors upon the recommendation of the Nominating Committee. The nominees include 8 incumbent directors who were elected at the 2023 annual meeting of shareholders, as well as Mr. Rowland who was appointed to our Board effective August 5, 2023. Our Board believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties, is in compliance with our overboarding policy detailed in our Corporate Governance Guidelines, and possesses all of the minimumthreshold qualifications identified above.
If elected, each nominee would hold office until the 2025 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal.
The
Board has determined thatfollowing lists the nominees,
astheir ages at the date of this proxy statement and the calendar year in which they first became a
whole, complementdirector, along with their biographies and the experience, qualifications, attributes or skills that led our Board to conclude that each
other, meet the Board's skill needs, and represent diverse experience at policy-making levels in areas relevant to our business. The Board also considered the following in determining that the nomineesnominee should serve as
directorsa director of Dollar
General:General.
| | WARREN
F. BRYANT Age: 78 Director Since:
2009 | | | Biography: Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co. from 1999 to 2002. Mr. Bryant served as a director of Loblaw Companies Limited from May 2013 to May 2022, OfficeMax Incorporated from 2004 to 2013, and Office Depot, Inc. from November 2013 to July 2017. | |
| | Specific Experience, Qualifications, Attributes and Skills: Mr. Bryant has over 40 years of retail experience, including experience in marketing, merchandising, operations, and finance. His substantial experience in leadership and policy-making roles at other retail companies, together with his former experience as a board member for other retailers, provides him with an extensive understanding of our industry, as well as with valuable executive management skills, global, strategic planning, and risk management experience, and the ability to effectively advise our CEO. | |
2024 Proxy Statement5
PROPOSAL 1: Election of
retail experience, including experience in marketing, merchandising, operations and finance. His substantial experience in leadership and policy-making roles at other retail companies, together with his current and former experience as a board member for certain other retailers, provides him with an extensive understanding of our industry, as well as with valuable executive management skills and the ability to effectively advise our CEO.Mr. Calbert has considerable experience in managing private equity portfolio companies and is familiarDirectors
| | MICHAEL
M. CALBERT Age: 61 Director Since:
2007 | | | Biography: Mr. Calbert has served as our Chairman of the Board since January 2016. He joined the private equity firm KKR & Co. L.P. in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014, after which he served as a consultant to KKR until June 2015. Mr. Calbert led KKR’s Retail industry team prior to his retirement. He also served as the Chief Financial Officer of Randall’s Food Markets from 1997 until it was sold in September 1999 and worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. Mr. Calbert has served as a director of PVH Corp. since May 2022 and served as a director of Executive Network Partnering Corporation from September 2020 to October 2022 and AutoZone, Inc. from May 2019 to December 2021. He previously served as our Chairman of the Board from July 2007 until December 2008 and as our lead director from March 2013 until his re-appointment as our Chairman of the Board in January 2016. | |
| | Specific Experience, Qualifications, Attributes and Skills: Mr. Calbert has considerable experience in managing private equity portfolio companies and is experienced with corporate finance and strategic business planning activities. As the former head of KKR's Retail industry team, Mr. Calbert has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies and operations, financial plans and structures, risk, and management teams. His former service on various company boards in the retail industry including evaluating business strategies, financial plans and structures, and management teams. His former service on the board of directors of Academy, Ltd., Pets at Home Group Plc., Shoppers Drug Mart Corporation, Toys "R" Us, Inc. and US Foods, Inc. further strengthens his knowledge and experience within our industry. Mr. Calbert also has a significant financial and accounting background evidenced by his prior experience as the chief financial officer of a retail company and his 10 years of practice as a certified public accountant. | |
| | | |
| | ANA
M. CHADWICK Age: 52 Director Since:
2022 | | | Biography: Ms. Chadwick has served as Executive Vice President and Chief Financial Officer of Pitney Bowes Inc., a global shipping and mailing company providing technology, logistics, and financial services to small and medium sized businesses, large enterprises, retailers and government clients, since January 2021, and she has announced her resignation from Pitney Bowes effective April 21, 2024. Effective April 22, 2024, Ms. Chadwick will become Executive Vice President, Chief Financial Officer and Treasurer of Insulet Corporation, a medical device company. She previously served for 28 years in various roles at General Electric Company, including President and Chief Executive Officer of GE Capital Global Legacy Solutions (March 2019 to January 2021); Chief Financial Officer and Chief Operating Officer of GE Capital Global Legacy Solutions (February 2016 to February 2019); Controller of GE Capital Americas (September 2014 to January 2016); Chief Financial Officer of GE Capital Energy Financial Services (July 2010 to August 2014); Chief Operating Officer of GE Capital Global Banking—GE Money Bank Latin America (February 2009 to June 2010); Chief Financial Officer of GE Capital Consumer Finance—Latin America (December 2005 to January 2009); Chief Financial Officer of GE Capital Consumer Finance—GE Capital Bank Switzerland (December 2003 to November 2005); and a variety of finance and audit positions of increasing responsibility since joining the company in June 1993. | |
| | Specific Experience, Qualifications, Attributes and Skills: Ms. Chadwick has significant financial and risk management expertise and over 30 years of experience in various financial planning, audit, banking, and accounting roles. Through these various roles, she has led large global teams of employees and played a critical role in various joint ventures, divestitures and restructurings. These experiences bring deep and disciplined perspective to our Audit Committee and Board. In addition, having lived and worked in several Latin American countries, including growing businesses in Latin America, she brings valuable perspective to our Board as the Company works to expand its operations into Mexico and to further serve its diverse customer base in the United States. | |
62024 Proxy Statement
PROPOSAL 1: Election of Directors
| | PATRICIA
D. FILI-KRUSHEL Age: 70 Director Since:
2012 | | | Biography: Ms. Fili-Krushel served as Chairperson of the Board of Coqual, a non-profit think tank that focuses on global talent strategies, from February 2021 through June 2023 and as its Chief Executive Officer from September 2018 until January 2021. She previously was Executive Vice President (April 2015 to November 2015) of NBCUniversal, serving as a strategist and key advisor to the CEO; Chairman of NBCUniversal News Group (July 2012 to April 2015); and Executive Vice President of NBCUniversal (January 2011 to July 2012) overseeing the operations and technical services, business strategy, human resources and legal functions. She was Executive Vice President of Administration at Time Warner Inc. (July 2001 to December 2010) overseeing philanthropy, corporate social responsibility, human resources, worldwide recruitment, employee development and growth, compensation and benefits, and security; Chief Executive Officer of WebMD Health Corp. (April 2000 to July 2001); and President of ABC Television Network (July 1998 to April 2000). Ms. Fili-Krushel has served as a director of Reddit, Inc. since January 2022 and Chipotle Mexican Grill, Inc. since March 2019 and served as a director of I2PO from July 2021 to July 2022. | |
| | Specific Experience, Qualifications, Attributes and Skills: Ms. Fili-Krushel’s background increases the breadth of experience of our Board as a result of her extensive executive experience overseeing the business strategy, philanthropy, corporate social responsibility, human resources, recruitment, employee growth and development, compensation and benefits, and legal functions, along with associated risks, at large public companies in the media industry. She also brings valuable oversight experience in diversity-related workplace matters, as well as digital and e-commerce experience. In addition, her understanding of consumer behavior based on her knowledge of viewership patterns and preferences provides a different perspective to our Board in understanding our customer base, and her other public company board experience brings additional perspective to our Board. | |
| | | |
| | TIMOTHY
I. MCGUIRE Age: 63 Director Since:
2018 | | | Biography: Mr. McGuire served as Chief Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik, a business division of TELUS Corporation), a chain of professional smartphone repair stores, from October 2018 through August 2022, and as its Chairman of the Board from June 2017 to October 2018 and director from March 2017 to July 2020. He retired from McKinsey & Company, a worldwide management consulting firm, in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. He also co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics capabilities to clients to help make better business decisions. Mr. McGuire also held various positions with Procter & Gamble (1983 to 1989), including Marketing Director for the Canadian Food & Beverage division. | |
| | Specific Experience, Qualifications, Attributes and Skills: Mr. McGuire brings over 30 years of valuable retail experience to our company. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics, as well as risk management experience. In addition, Mr. McGuire’s focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general-merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply-chain optimization efforts, and the redesign of purchasing and supplier-management approaches, brings extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy. | |
2024 Proxy Statement7
PROPOSAL 1: Election of Directors
| | DAVID
P. ROWLAND Age: 63 Director Since:
2023 | | | Biography: Mr. Rowland served as Executive Chairman of the Board of Directors of Accenture plc, a leading global professional services company, from September 2019 to September 2021. Prior thereto, Mr. Rowland served as Accenture’s Interim Chief Executive Officer (January 2019 to September 2019); Chief Financial Officer (July 2013 to January 2019); Senior Vice President, Finance (September 2006 to July 2013); and a variety of consulting and finance leadership roles of increasing responsibility (July 1983 to September 2006). Mr. Rowland served as a director of Accenture plc from January 2019 to September 2021. | |
| | Specific Experience, Qualifications, Attributes and Skills: Mr. Rowland has significant senior leadership experience and financial and risk management expertise. He further provides vast technology experience as a result of leading one of the world’s largest technology and digital service providers and engaging with clients on strategies for driving large, complex technology-based programs. While at Accenture, he played a significant role in all aspects of the company’s strategic planning, in driving the company’s M&A strategy, and in shaping the company’s human capital strategy and managing the company’s global workforce. In addition, Mr. Rowland has extensive international experience as a result of leading a global organization with significant scale that serves many of the largest companies in the world. | |
| | | |
| | DEBRA
A. SANDLER Age: 64 Director Since:
2020 | | | Biography: Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a marketing consultancy that serves packaged goods companies operating in the health and wellness space, since September 2015. She also has served as Chief Executive Officer of Mavis Foods, LLC, a startup she founded that makes and sells Caribbean sauces and marinades, since April 2018. Ms. Sandler previously served seven years with Mars, Inc., including Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate (November 2009 to March 2012). She also held senior leadership positions with Johnson & Johnson from 1999 to 2009, where her last position was Worldwide President for McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for 13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has served as a director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland Company since May 2016 and Gannett Co., Inc. since June 2015. | |
| | Specific Experience, Qualifications, Attributes and Skills: Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo. These positions have required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her launch of Mavis Foods has provided her with valuable e-commerce, strategic planning and financial experience, and her other public company board experience brings additional perspective to our Board. | |
82024 Proxy Statement
PROPOSAL 1: Election of Directors
| | RALPH
E. SANTANA Age: 56 Director Since:
2018 | | | Biography: Mr. Santana has served as Chief Executive Officer of Recteq Grills, a pellet grill company, since June 2022. He previously served as Executive Vice President and Chief Marketing Officer of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., from April 2013 until June 2022, with responsibility for Harman’s worldwide marketing strategy and global design group, and as Senior Vice President and Chief Marketing Officer of Samsung Electronics North America (June 2010 to September 2012), where he was responsible for launching Samsung’s U.S. e-commerce business. He also served 16 years at PepsiCo, Inc. (June 1994 to May 2010) in multiple international and domestic leadership roles in marketing, including Vice President of Marketing, North American Beverages, Pepsi-Cola, and held positions with its Frito-Lay’s international and North America operations. Mr. Santana began his career at Beverage Marketing Corporation (July 1989 to June 1992) where he served as a beverage industry consultant designing market entry and expansion strategies. | |
| | Specific Experience, Qualifications, Attributes and Skills: Mr. Santana has almost 30 years of marketing experience spanning multiple technology and food and beverage consumer packaged goods categories. His deep understanding of digital marketing and retail shopper marketing, particularly in the area of consumer packaged goods, and his extensive experience in shaping multi-cultural strategy, executing marketing programs, and making brands culturally relevant further enhances our Board’s ability to provide oversight and thoughtful counsel to management in these important and evolving areas of our business. His previous and current executive positions also provide risk management experience. | |
| | | |
| | TODD
J. VASOS Age: 62 Director Since:
2015 | | | Biography: Mr. Vasos has served as our Chief Executive Officer since October 2023 and as a member of our Board of Directors since June 2015. He previously served as our Chief Executive Officer from June 2015 to November 2022, when he transitioned to Senior Advisor prior to retiring in April 2023. Mr. Vasos joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in leadership positions with Longs Drug Stores Corporation, Phar-Mor Food and Drug Inc. and Eckerd Corporation. Mr. Vasos has served as a director of KeyCorp since July 2020. | |
| | Specific Experience, Qualifications, Attributes and Skills: Mr. Vasos has extensive retail experience, including approximately 15 years with Dollar General. He has a thorough understanding of all key areas of our business, which is further bolstered by his former experience overseeing the merchandising, operations, marketing, advertising, global procurement, supply chain, store development, store layout and space allocation functions of other retail companies. In addition, Mr. Vasos’s service in leadership and policy-making positions in the retail business has provided him with additional leadership and strategic planning skills that allow him to effectively guide and oversee the direction of Dollar General and the consensus-building skills required to lead our management team, and his other public company board experience brings additional perspective to his leadership of Dollar General. | |
2024 Proxy Statement9
PROPOSAL 1: Election of Directors
Can shareholders recommend or nominate directors?
Yes. Shareholders may recommend candidates to our Nominating Committee by providing the same information within the
retail industry. Mr. Calbert also has a significant financial and accounting background evidenced by his prior experience assame deadlines required for nominating candidates pursuant to the
chief financial officer of a retail company and his 10 years of practice as a certified public accountant.Ms. Cochran brings over 20 years of retail experienceadvance notice provisions in our Bylaws. Pursuant to Dollar General as a result of her current and former roles at Cracker Barrel Old Country Store and her former roles at Books-A-Million. This experience allows her to provide additional support and perspective toits Charter, our CEO and our Board. In addition, Ms. Cochran's industry and executive experience provides leadership, consensus-building, strategic planning, risk management and budgeting skills. Ms. Cochran also has significant financial experience, having served as the chief financial officer of two public companies and as vice president, corporate finance of SunTrust Securities, Inc., and our Board has determined that she qualifies as an audit committee financial expert.
Ms. Fili-Krushel's background increases the breadth of experience of our Board as a result of her extensive executive experience overseeing the business strategy, philanthropy, corporate social responsibility, human resources, recruitment, employee growth and development, compensation and benefits, and legal functions at large public companies in the media industry. In addition, her understanding of consumer behavior based on her knowledge of viewership patterns and preferences provides additional perspective to our Board in understanding our customer base.
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Ms. Price brings broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including as Chief Financial Officer of Ahold USA before her retirement in 2014. Ms. Price's numerous years of experience as a certified public accountant, former chief financial officer and former chief accounting officer provide our Board with valuable experience and insight into accounting and finance matters, and consequently, our Board has determined that Ms. PriceNominating Committee is an audit committee financial expert. She also brings to our Board a valuable perspective as a member of the faculty at Harvard Business School and from her service as a board member of several public companies.
Mr. Rhodes has over 20 years of experience in the retail industry, including extensive experience in operations, supply chain and finance, among other areas. This background serves as a strong foundation for offering invaluable perspective and expertise to our CEO and our Board. In addition, his experience as a board chairman and chief executive officer of a public retail company provides leadership, consensus-building, strategic planning and budgeting skills, as well as extensive understanding of both short- and long-term issues confronting the retail industry. Mr. Rhodes also has a strong financial background.
Mr. Rickard held senior management and executive positions for much of his 38 years in the corporate world. He has significant retail experience and a diverse retail industry background, including previous experience serving on the board of another retail company. He also has an extensive financial and accounting background, having served as the chief financial officer of two public companies, including a large retailer. As a result, our Board has determined that Mr. Rickard is an audit committee financial expert and has elected him to serve as the Chairman of the Audit Committee. Mr. Rickard's financial experience within the retail industry also brings expertise and perspective to our Board's discussions regarding strategic planning and budgeting.
Mr. Vasos has extensive retail experience, including over seven years with Dollar General. His experience overseeing the merchandising, operations, marketing, advertising, procurement, supply chain, store development, store layout and space allocation functions of other retail companies bolsters Mr. Vasos's thorough understanding of all key areas of our business. In addition, Mr. Vasos's service in leadership and policy-making positions of other retail companies has provided him with the necessary leadership skills to effectively guide and oversee the direction of Dollar General and with the consensus-building skills required to lead our management team.
Acting uponconsider such candidates and to apply the Nominating Committee's recommendation,same evaluation criteria to them as it applies to other director candidates. Shareholders also can go a step further and after concluding that these nominees possess the appropriate experience, qualifications, attributes and skills, our Board has unanimously nominated these individuals to be electednominate directors for election by our shareholders at ouran annual meeting.
Can shareholders nominate directors?
Yes. Shareholders can nominate directorsmeeting by following the advance notice procedures outlined in our Bylaws. In short, the shareholder
Whether recommending a candidate for our Nominating Committee’s consideration or nominating a director for election by shareholders at an annual meeting, you must
deliversubmit a written notice
tofor receipt by our Corporate Secretary at
100 Mission Ridge, Goodlettsville, TN 37072the address and within the deadlines disclosed under “Shareholder Proposals for
receipt no earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the prior year's annual meeting. However, if the meeting is held more than 30 days before or more than 60 days after such anniversary date, the notice must be received no earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the date of such annual meeting. If the first public announcement of the annual meeting date is less than 100 days prior to the date of such annual meeting, the notice must be received by the 10th day following the public announcement date.
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2025 Annual Meeting.” The notice must contain all information required by our Bylaws, including without limitation information about the shareholder proposing the nominee and about the nominee,nominee.
We also have a “proxy access” provision in our Bylaws which
generally includes:•the nominee's name, age, businessallows eligible shareholders to nominate candidates for election to our Board and residence addresses,include such candidates in our proxy statement and principal occupation or employment;
•the class and number of shares of Dollar General common stock beneficially owned by the nominee and by the shareholder proposing the nominee;
•any other information relatingballot subject to the nomineeterms, conditions, procedures and deadlines set forth in Article I,
Section 12 of our Bylaws. Our proxy access bylaw provides that is requiredholders of at least 3% of our outstanding shares, held by up to be disclosed in proxy solicitations with respect20 shareholders, holding the shares continuously for at least 3 years, can nominate up to nominees20% of our Board for election as directors pursuant to Regulation 14Aat an annual shareholders’ meeting.
For more specific information regarding these deadlines in respect of the
Securities Exchange Act2025 annual meeting of
1934 (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director, if elected);
•the name and address of the shareholder proposing the nominee as they appear on our record books, and the name and address of the beneficial holder (if applicable);
•any other interests of the proposing shareholder or the proposing shareholder's immediate family in the securities of Dollar General, including interests the value of which is based on increases or decreases in the value of securities of Dollar General or the payment of dividends by Dollar General;
•a description of all compensatory arrangements or understandings between the proposing shareholder and each nominee; and
•a description of all arrangements or understandings between the proposing shareholder and each nominee and any other person pursuant to which the nomination is to be made by the shareholder.shareholders, see “Shareholder Proposals for 2025 Annual Meeting” below. You should consult our Bylaws, posted on the "Investor Information—Corporate Governance"“Corporate Governance” section of our website located at www.dollargeneral.com,https:// investor.dollargeneral.com, for more detailed information regarding the process by which shareholders may nominate directors, as the information above is a summary only.processes summarized above. No shareholder nominees have been proposedsubmitted for this year'syear’s annual meeting.
What if a nominee is unwilling or unable to serve?
That is not expected to occur. If it does, the persons designated as proxies on the proxy card
are authorized towill vote your proxy for a substitute designated by our Board of
Directors.Directors, or we may reduce the size of the Board.
Are there any
familialfamily relationships between any of the
directors, executive officers or nominees?
There are no
familialfamily relationships between any of
the nomineesour directors, executive officers or
between any of the nominees and any of our executive officers.What does the Board of Directors recommend?
Our Board unanimously recommends that you voteFOR the election of each of the director nominees.
| | | | | The Board of Directors unanimously recommends that shareholders vote FOR the election of each of the nominees named in this proposal. | |
102024 Proxy Statement
CORPORATE GOVERNANCE
Does the
What governance practices are in place to promote effective independent Board
of Directors have standing Audit, Compensation and Nominating Committees? Yes. leadership?
Our Board of Directors has adopted a number of governance practices to promote effective independent Board leadership, such as:
| | | | | Independent Board Chairman Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role, Mr. Calbert serves as a liaison between the Board and our CEO, approves Board meeting agendas, facilitates communication of annual evaluation feedback to the Board and to individual directors, and participates with the Compensation and Human Capital Management Committee (the “Compensation Committee”) in the annual CEO performance evaluation. This decision allows our CEO to focus his time and energy on managing our business, while our Chairman devotes his time and attention to matters of Board oversight and governance. Our Board, however, recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders. | |
| | | | | Annual Evaluations and Board Succession Planning Our Board of Directors, each standing committee, and each individual non-employee director are evaluated annually using a process approved by the Nominating Committee. Our Board has adopted a policy to seek input from an independent consultant as part of the annual evaluation process at least once every three years. The evaluation process utilizes written questionnaires and, when deemed appropriate, telephonic interviews to supplement written responses. Results of the Board and committee evaluations are reviewed by the Board and each committee, and each director is provided feedback with respect to his or her performance, all with the goal of enhancing effective Board leadership and oversight and informing director re-nomination decisions and succession planning. | |
| | | | | Annual CEO Performance Evaluations The CEO is annually evaluated under the leadership of the Compensation Committee and the Chairman of the Board. All independent directors are invited to provide input into this discussion. | |
| | | | | Regularly Scheduled Non-Management and Independent Director Sessions Opportunity is available at each quarterly Board meeting for separate executive sessions of the non-management directors (all of whom are currently independent). Mr. Calbert, as Chairman, presides over all executive sessions of the non-management and the independent directors. | |
| | | | | Shareholder Engagement To build and maintain relationships with shareholders and to ensure their perspectives are understood and considered by our Board of Directors, we conduct year-round outreach through our senior management, investor relations and legal teams. In 2023, we also continued to engage in focused shareholder engagement efforts regarding corporate governance, social responsibility and sustainability, inviting shareholders representing approximately 57% of our outstanding shares to discuss their perspectives on these matters. We ultimately held conversations with shareholders comprising approximately 55% of shares outstanding during this outreach. Our Chairman of the Board led the engagement with shareholders representing approximately 38% of shares outstanding. For more information on our focused shareholder outreach efforts, please see “How does shareholder feedback affect decision-making, including decisions about the shareholder proposal approved at last year’s annual meeting” below. | |
2024 Proxy Statement11
How does shareholder feedback affect decision-making, including decisions about the shareholder proposal approved at last year’s annual meeting?
Dollar General has a long-standing commitment to addressing matters that can affect our workplace experience, including employee safety and well-being. Our safety program includes standardized policies and procedures, training, and other proactive measures combined with monitoring and use of data analytics to drive preventative strategies and evolve employee safety strategies and initiatives. At the 2023 annual meeting, our shareholders approved a proposal seeking an employee safety and well-being audit and the publication of a related report. We solicited feedback during our focused shareholder outreach meetings held in the fall of 2023 regarding the Board’s proposed approach to implementing this proposal. As mentioned above, we invited shareholders representing approximately 57% of shares outstanding and received input from shareholders representing approximately 55% of shares outstanding as part of this outreach.
Taking into account this shareholder feedback, as well as the language of the resolution approved by shareholders and the viewpoints of the proponents of the proposal expressed during our engagement with them, at the direction of our General Counsel and with oversight by our Board, we engaged an independent third party to conduct the employee safety and well-being audit and published a related report in April 2024.
Other topics discussed this year during the focused shareholder outreach meetings generally centered on our CEO transition and related compensation matters, as well as historical and future CEO succession planning processes; our disclosures and efforts around human capital management, environmental and other social matters, including our efforts towards achieving our Scopes 1 and 2 greenhouse gas emissions reduction goals; the refreshment and composition of our Board of Directors, including the recent addition of Mr. Rowland; and our executive compensation program. Feedback from these meetings was shared with our Board members to inform future decisions pertaining to these matters. In addition, over the last few years, our targeted outreach helped to inform our decisions to (among other things):
•
incorporate portions of the SASB framework into our corporate responsibility and sustainability reporting;
•
publish consolidated EEO-1 data;
•
disclose scopes 1 and 2 GHG emissions and set reduction goals;
•
explore opportunities to advance a renewable energy strategy;
•
participate as a signatory of and responder to the Chemical Footprint Project, expand the coverage of our
Chemicals Policy and more than double the number of chemicals on our Restricted Substance List;
•
enhance disclosures related to cybersecurity and data privacy and employee safety (including incident rates and lost time statistics) and well-being; and
•
enhance disclosures related to our employee DG Voice survey.
What is the Board’s role in risk oversight?
Our Board of Directors and its three standing committees, the Audit Committee, the Compensation Committee and the Nominating Committee, have an important role in our risk oversight process. The entire Board is regularly informed about risks through the committee reporting process, as well as through special reports and updates from management and advisors. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. The Board believes this division of risk management responsibilities effectively addresses the material risks facing Dollar General. The Board further believes that our leadership structure supports the risk oversight function of the Board as it allows our independent directors, through independent Board committees and executive sessions of independent directors, to exercise effective oversight of management’s actions in identifying risks and implementing effective risk management policies and controls.
Strategic Planning Risk Oversight. Our company’s strategy is firmly rooted in our long-standing mission of Serving Others, as we consistently strive to improve our performance while retaining our customer-centric focus. The Board actively oversees our corporate strategy and related risks through both annual strategic planning meetings and discussions and reports on the status of and risks to our strategic initiatives at quarterly meetings.
Enterprise Risk Oversight. We identify and manage our key risks using our enterprise risk management program. This framework evaluates significant internal and external business, financial, legal, reputational, ESG and other risks, identifies mitigation strategies, and assesses any residual risk. The program employs interviews with various levels of management and our Board and reviews of strategic initiatives, recent or potential legislative or regulatory changes, certain internal metrics and other information. The Audit Committee oversees our enterprise risk management program, discussing with management the process by which risk assessment and risk management is undertaken and our major financial and other risk exposures, including without limitation those relating to information systems, information security, data privacy and business continuity, and the steps management has taken to monitor and control such exposures. The Audit Committee reviews enterprise risk evaluation results at least annually and high residual risk categories, along with their mitigation strategies, quarterly. In addition, as part of its regular review of progress versus the strategic plan, our
122024 Proxy Statement
Board reviews related material risks as appropriate. Our General Counsel also periodically provides information to the Board regarding our insurance coverage and programs as well as litigation and other legal risks.
Cybersecurity Risk Oversight. In addition to consideration as part of the enterprise risk management program, cybersecurity risk is further evaluated through various internal and external audits and assessments designed to validate the effectiveness of our controls for managing the security of our information assets. Management develops action plans to address select identified opportunities for improvement, and the Audit Committee quarterly reviews reports and metrics, including a dashboard, pertaining to cybersecurity risks and mitigation efforts with our Chief Information Officer and our Chief Information Security Officer to help the Audit Committee understand and evaluate current risks, monitor trends, and track our progress against specific metrics. The Audit Committee also has the responsibility to review with management and the outside auditor any unauthorized access to information technology systems that could have a material effect on the Company’s financial statements. Further, the Audit Committee receives quarterly updates regarding our business continuity and IT disaster recovery plan, as well as any cybersecurity incidents which occurred during the prior quarter.
The Audit Committee has undertaken cybersecurity education in recent years to assist members in overseeing related risks. Such activities included a cyber threat intelligence update focusing on the global impact of ransomware on the retail sector and trends in retail sector compromises; the state of cybersecurity regulation; an overview of methods to perform cyber risk quantification; an update on the evolving retail landscape’s impact on cyber risk to retail organizations; and an overview of Company-specific cyber-related risks considerations.
Human Capital Management/Diversity and Inclusion Oversight. Our Board of Directors has delegated oversight of significant matters pertaining to our human capital management strategy to the Compensation Committee, including diversity and inclusion; recruitment, retention and engagement of employees; labor-related matters; our executive compensation program; and the overall compensation philosophy and principles for the general employee population. As part of this oversight, each quarter the Compensation Committee reviews metrics pertaining to recruitment, retention, engagement and diversity and inclusion efforts and results with the Chief People Officer. However, our Board retains direct oversight of certain human capital management areas, including annual discussions of management succession planning with the Chief Executive Officer and the Chief People Officer, review of significant employee-related litigation and legal matters at least quarterly with our General Counsel, and discussions of various human capital matters with the Chief Executive Officer.
Governance, Corporate Social Responsibility and Sustainability Risk Oversight. In addition to consideration as part of the enterprise risk management program, our Board of Directors has delegated oversight of corporate governance and significant corporate social responsibility and sustainability matters (to the extent not overseen by the full Board or other committee) to the Nominating Committee. Such matters may include significant issues relating to the environment, human rights, health and safety, supply chain, community and governmental relations, charitable contributions, political contributions (if any), and similar matters. As part of this oversight, the Nominating Committee: reviews our sustainability disclosures and practices, including climate-related disclosures, practices, strategy and goals/targets; oversees our annual shareholder outreach program and shareholder proposals; receives regular reports on engagements with and viewpoints provided by shareholders on governance, corporate responsibility and sustainability matters; and reviews detailed information regarding corporate governance trends and practices, which, along with shareholder feedback, informs recommendations to the Board. Some recent examples of changes recommended by the Nominating Committee include: the implementation in 2021 of the right of shareholders meeting certain requirements to request special meetings of shareholders; the removal of the supermajority voting provisions from our Charter and Bylaws in 2020; and the implementation of proxy access in 2017.
What other functions are performed by the Board’s Committees?
The Board has adopted afunctions of the Board’s three standing committees are described in applicable Board-adopted written charter for each of these committees, which arecharters available on the "Investor Information—Corporate Governance"“Corporate Governance” section of our website located at www.dollargeneral.com. Current information regarding
https://investor.dollargeneral.com and are summarized below along with each committee’s current membership. In addition to the functions outlined below, each committee periodically reviews and reassesses its charter, evaluates and makes recommendations concerning shareholder proposals that are within the committee’s expertise, and performs the risk oversight roles outlined above. The Audit Committee is established in accordance with Section 3(a)(58)(A) of these committees is set forth below.the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
2024 Proxy Statement13
| | | |
Name of
Committee & Members
| | Committee Functions
|
|---|
|
AUDIT:
Mr. Rickard, Chairman
Mr. Bryant
Ms. Cochran
Ms. Price
| | | | Committee Functions | |
| | AUDIT: Ms. Chadwick, Chairperson
Mr. Bryant
Mr. Rowland
Ms. Sandler | | | | Selects the independent auditor •
Discusses with management and periodically considers the advisability of audit firm rotation
•
Annually evaluates the independent auditor’s qualifications, performance and experience ofindependence, as well as the lead audit partner, candidate(s) (the committee's Chairman also interviewsand reviews the lead director candidate(s))•
Pre-approvesannual report on the independent auditor's audit engagement fees and terms and all permitted non-audit services and fees
•
Reviews an annual report describing the independent auditor'sauditor’s internal quality control procedures and any material issues raised by its most recent review of internal quality controls
•Annually evaluates the independent auditor's qualifications, performance
Pre-approves audit engagement fees and independence, annually evaluates the lead audit partner,terms and periodically considers whether there should be a regular rotation of such firm•
Discussesall permitted non-audit services and fees, and discusses the audit scope and any audit problems or difficulties
Sets policies regarding the hiring of current and former employees of the independent auditor Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor Reviews CEO/CFO disclosures regarding any significant deficiencies or material weaknesses in our internal control over financial reporting, and establishes procedures for receipt, retention and treatment of complaints regarding accounting or internal controls •
Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies •Discusses policies governing the process by which risk assessment and
Oversees our enterprise risk management areprogram, including reports and metrics pertaining to be undertakencybersecurity risks •Reviews CEO/CFO disclosures regarding any significant deficiencies or material weaknesses in our internal control over financial reporting
•
Reviews internal audit activities, projects and budget •Establishes procedures for receipt, retention
Reviews and treatmentoversees any reportable related party transactions (unless a particular transaction is within the purview of complaints we receive regarding accounting or internal controlsanother committee) to ensure they are not inconsistent with the interests of the Company and our shareholders Discusses with our general counsel legal matters having an impact on financial statements •Performs an annual self-evaluation
•
Furnishes the committee report required in our proxy statement •
Evaluates and makes recommendations concerning shareholder proposals relating to matters within the committee's expertise
•
Periodically reviews and reassesses the committee's charter
|
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| | | |
Name of
Committee & Members
| | Committee Functions
|
|---|
|
COMPENSATION:
Mr. Bryant, Chairman
Ms. Fili-Krushel
Mr. Rhodes
| | |
| | COMPENSATION AND
HUMAN CAPITAL MANAGEMENT: Ms. Fili-Krushel, Chairperson
Mr. Bryant
Mr. McGuire | | | | Oversees significant matters pertaining to human capital management strategy, including diversity and inclusion and recruitment, retention and engagement of employees, and labor-related matters •
Reviews and approves corporate goals and objectives relevant to theCEO compensation of our CEO Determines theexecutive officer compensation of our executive officers (subject, in the case of the CEO's compensation, to ratification by(with an opportunity, if they so choose, for the independent directors)directors to ratify CEO compensation) and recommends theBoard compensation of our directors to thefor Board for approval •Recommends, when appropriate, changes to our
Oversees overall compensation philosophy and principles for the general employee population Establishes our short-term incentive compensation program for senior officers•
Establishes ourand long-term incentive compensation programprograms for senior officers and approves equity-basedall equity awards under such program
Oversees the share ownership guidelines and holding requirements for Board members and senior officers Oversees the performance evaluation process for evaluating our senior officers Reviews and discusses with management, prior to the filing of the proxy statement, the disclosure regarding executive compensation, including the Compensation Discussion and Analysis and compensation tables (in addition to preparing athe report on executive compensation for theour proxy statement) Selects and determines the fees and scope of work of its compensation consultant Oversees and evaluates the independence of its compensation consultant and other advisors •
Performs an annual self-evaluation
•
Evaluates and makes recommendations concerning shareholder proposals relating to matters within the committee's expertise
•
Periodically reviews and reassesses the committee's charter
| |
142024 Proxy Statement
NOMINATING AND
| Name of
Committee & Members | | | | Committee Functions | |
| | NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY: Ms. Sandler, Chairperson
Ms. Fili-Krushel
Mr. Santana | | | | Develops and recommends criteria for selecting new directors |
GOVERNANCE:
| | Screens and recommends to our Board individuals qualified to become
|
Mr. Rhodes, Chairman
Ms. Cochran
Ms. Fili-Krushel
| | members ofserve on our Board
Recommends theBoard committee structure and membership of Board committees Recommends persons to fill Board and committee vacancies Develops and recommends Corporate Governance Guidelines and corporate governance practices and oversees corporate governance issues, including the annual shareholder engagement program Oversees the process governing annual Board, committee and director evaluations •
Oversees management’s efforts pertaining to significant corporate social responsibility and sustainability matters, which may include issues relating to the annual evaluationenvironment, human rights, health and safety, supply chain, community and governmental relations, charitable and political contributions, and similar matters •
Evaluates shareholder proposals unless within the subject matter jurisdiction or expertise of another independent Board committee •
Evaluates the appropriateness of a director’s continued Board and its individual memberscommittee membership in light of any changed circumstances that could affect the director’s independence, qualifications or availability •Performs an annual self-evaluation
•
Evaluates
Considers requests by directors and makes recommendations concerning shareholder proposals relatingexecutive officers to matters withinserve on the committee's expertise•
Periodically reviews and reassessesboard of directors of a for-profit company, taking into account among other factors the committee's charter
overboarding policy set forth in our Corporate Governance Guidelines | |
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Does
Dollar General have an audit committee financial expert
servingserve on
itsthe Audit Committee?
Yes. Our Board
of Directors has
designated each of Mr. Rickard, Ms. Cochrandetermined that Mss. Chadwick and
Ms. Price as anSandler and Messrs. Bryant and Rowland are audit committee financial
expert and has determined that each isexperts who are independent as defined in
NYSENew York Stock Exchange (“NYSE”) listing standards and in our Corporate Governance Guidelines.
Such experts have the same responsibilities as the other Audit Committee members. They are not our auditors or accountants, do not perform "field work" and are not employees. The SEC has determined that designation as an audit committee financial expert will not cause a person to be deemed to be an "expert" for any purpose.How often did the Board and its committees meet in
2015?2023?
During
2015,2023, our Board
of Directors, Audit Committee, Compensation Committee and Nominating Committee met
10, 5,7, 6,
9 and 4 times, respectively. Each incumbent director attended at least 75% of the total of all meetings of the Board and
all committees on which he or she served which were held during the period for which he or she was a director and a member of each applicable committee.
What is Dollar
General'sGeneral’s policy regarding Board member attendance at the annual meeting?
Our Board of Directors has adopted a policy that all directors should attend annual
shareholders'shareholders’ meetings unless attendance is not feasible due to unavoidable circumstances. All persons serving as Board members at the time
of the 2023 annual shareholders’ meeting attended the
2015 annual shareholders' meeting.
Does Dollar General combine the positions of Chairman and CEO?
No. As part of the transition of the CEO role from Mr. Richard W. Dreiling to Mr. Vasos in June 2015, the Board separated the positions of Chairman and CEO, and Mr. Dreiling continued to serve in the Chairman position until January 2016. Following Mr. Dreiling's tenure as Chairman, and to afford Mr. Vasos the opportunity to focus his time and energy on managing our business, the Board determined to continue to separate the positions of Chairman and CEO and appointed Mr. Calbert, an independent director and the lead director at the time, to the Chairman role effective January 30, 2016. This decision further allows our Chairman to devote his time and attention to matters of Board oversight and governance. The Board recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders.
To further promote effective independent Board leadership, the Board has adopted a number of additional governance practices, including:
•Ensuring opportunity after each regularly scheduled Board meeting for executive sessions of the independent directors and, if not all non-management directors are independent, of the non-management directors. Mr. Calbert, as Chairman and formerly as lead director, presides over such executive sessions.
•Conducting annual performance evaluations of the CEO.
•Conducting annual Board and committee performance self-evaluations by the Board and each standing committee.
Does the Board of Directors evaluate the performance of Board members?
Yes. The Nominating Committee is responsible for overseeing the evaluation of the Board of Directors. As part of this responsibility, in addition to approving an evaluation process to be followed for the Board and each standing committee, the Nominating Committee encourages our directors to provide candid feedback on any member of the Board to the Chairman of the Nominating Committee or the Chairman of the Board. The Chairman of the Nominating Committee and the Chairman of the
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Board meet at least annually to review all such feedback and any other information related to the performance of our Board members and to discuss what, if any, response or other follow-up action is appropriate and in Dollar General's best interests.
What is the Board of Director's role in risk oversight?
Our Board of Directors and its committees have an important role in our risk oversight process. Our Board regularly reviews with management our financial and business strategies, including relevant material risks as appropriate. Our General Counsel also periodically provides information to the Board regarding our insurance coverage and programs as well as litigation risks.
The Audit Committee discusses our policies with respect to risk assessment and risk management, primarily through oversight of our enterprise risk management program. Our Internal Audit department coordinates that program, which entails review and documentation of our comprehensive risk management practices. The program evaluates internal and external risks, identifies mitigation strategies, and assesses the remaining residual risk. The program is updated through interviews with senior management and our Board, review of strategic initiatives, evaluation of the fiscal budget, review of upcoming legislative or regulatory changes, review of certain internal metrics and review of other outside information concerning business, financial, legal, reputational, and other risks. The results are presented to the Audit Committee at least annually. Quarterly, the categories with high residual risk, along with their mitigation strategies, are reviewed individually. Our Audit Committee also quarterly reviews metrics and information pertaining to information security risks and mitigation.
Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation program. As discussed under "Executive Compensation—Compensation Risk Considerations" below, the Compensation Committee also participates in periodic assessments of the risks relating to our overall compensation programs.
While the Audit Committee and the Compensation Committee oversee the risk areas identified above, the entire Board is regularly informed about risks through the committee reporting process. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. Our Board believes this division of risk management responsibilities effectively addresses the material risks facing Dollar General. Accordingly, the risk oversight role of our Board and its committees has not had any effect on our Board's leadership structure.
Does Dollar General have a management succession plan?
Yes. Our Corporate Governance Guidelines require our Board of Directors to coordinate with our CEO to ensureensures that a formalized process governs long-term management development and succession. Our Board formally reviews our management succession plan at least annually. Our comprehensive program encompasses not only our CEO and other executive officers but all employees through the front-line supervisory level. The program focuses on key succession elements, including identification of potential successors for positions where it has been determined that internal succession is appropriate, assessment of each potential successor'ssuccessor’s level of readiness, diversity considerations, and preparation of individual growth and development plans. With respect to CEO succession planning, ourOur long-term business strategy is also considered.considered with respect to CEO succession planning. Our Board formally reviews our succession plan for officers, as well as other notable talent, generally annually. In addition, we maintain at all times, and review with the Board periodically a confidential procedure for the timely and efficient transfer of the CEO'sCEO’s responsibilities in the event of an emergency or his sudden incapacitation or departure.
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Are there share ownership guidelines and holding requirements for Board members and senior officers?
Yes. Details of our share ownership guidelines and holding requirements for Board members and senior officers are included in our Corporate Governance Guidelines. See "Compensation“Compensation Discussion and Analysis"Analysis” and "Director Compensation"“Director Compensation” for more information on such ownershipthese guidelines
2024 Proxy Statement15
and holding requirementsrequirements. The Compensation Committee establishes the related administrative details.
Are any directors or officers involved in litigation with Dollar General?
On January 26, 2024, January 29, 2024, and February 1, 2024, respectively, the following shareholder derivative actions were filed in the United States District Court for seniorthe Middle District of Tennessee in which the plaintiff shareholders, purportedly on behalf and for the benefit of Dollar General, allege that certain of our current and former officers and Board members, respectively.directors (1) violated their fiduciary duties by misrepresenting the impact of alleged store labor, inventory pricing, and other practices on our financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action; (2) wasted corporate assets; and (3) were unjustly enriched:
Nathan Silva v. Todd J. Vasos, Michael Calbert, Warren Bryant, Ana Chadwick, Patricia Fili-Krushel, Timothy McGuire, David Rowland, Debra Sandler, Ralph Santana, William Rhodes, III, Kelly M. Dilts, Jeffrey [sic] C. Owen, and John W. Garratt (Case No. 3:24-cv-00083) (“Silva”); Terry Dunn v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00093) (“Dunn”); Kathryn A. Caliguiri Inh Ira Bene Of Catherine Sugarbaker v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00117) (“Caliguiri”) (collectively, the “Shareholder Derivative Litigation”). The named defendants in the Dunn and Caliguiri matters are identical to those named in the Silva complaint except that Mr. Rowland is not a named defendant in the Dunn and Caliguiri matters. The Silva complaint also alleges certain of our current and former officers and directors violated federal securities laws and aided and abetted breach of fiduciary duty and that Mr. Vasos violated his fiduciary duties by misusing material, non-public information. The Dunn and Caliguiri complaints additionally allege that certain of our officers and directors violated their fiduciary duties by recklessly or negligently disregarding workplace safety practices, and that Mr. Vasos, Mr. Garratt and Ms. Fili-Krushel violated their fiduciary duties by misusing material, non-public information. The plaintiffs in the Shareholder Derivative Litigation seek both non-monetary and monetary relief for the benefit of Dollar General. Currently pending is an application to consolidate the Shareholder Derivative Litigation cases and appoint lead counsel.
How can I communicate with the Board of Directors?
Our
We describe our Board-approved process for security holders and other interested parties to contact the
entire Board,
of Directors, a particular director, or the non-management directors or
the independent directors as a group
is described on
www.dollargeneral.com under "Investor Information—Corporate Governance."the “Corporate Governance” section of our website located at https://investor.dollargeneral.com.
Where can I find more information about Dollar
General's corporateGeneral’s governance practices?
Our governance-related information is posted on www.dollargeneral.com under "Investor Information—Corporate Governance,"the “Corporate Governance” section of our website located at https://investor.dollargeneral.com, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charter of each of the Audit Committee, the Compensation Committee and the Nominating Committee, and the name(s) of the personsperson(s) chosen to lead the executive sessions of the non-management directors and of the independent directors. This information is available in print to any shareholder who sends a written request to: Investor Relations, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, TNTennessee 37072.
162024 Proxy Statement
DIRECTOR COMPENSATION
The following table
Our director compensation program is designed to fairly pay directors for their time and
text summarizeefforts and to align their interests with the
compensation earned by or paid to eachlong-term interests of our
non-employee Board members for 2015. Messrs. Dreiling and Vasos were not separately compensated for their service on the Board; their executive compensation is discussed under "Executive Compensation" below. We have omitted the columns pertaining to non-equity incentive plan compensation and change in pension value and nonqualified deferred compensation earnings because they are inapplicable.
Fiscal 2015 Director Compensation
| | | | | | | | | | | | | | | | | | | | | | |
| Name | | Fees
Earned
or Paid
in Cash
($)(1) | | Stock
Awards
($)(2) | | Option
Awards
($)(3) | | All Other
Compensation
($)(4) | | Total
($) | |
|---|
Warren F. Bryant | | | 111,000 | | | 121,591 | | | — | | | | 2,961 | | | 235,552 | |
Michael M. Calbert | | | 110,000 | | | 121,591 | | | — | | | | 3,625 | | | 235,216 | |
Sandra B. Cochran | | | 88,000 | | | 121,591 | | | — | | | | 2,371 | | | 211,962 | |
Patricia D. Fili-Krushel | | | 91,000 | | | 121,591 | | | — | | | | 2,277 | | | 214,868 | |
Paula A. Price | | | 85,000 | | | 121,591 | | | — | | | | 1,753 | | | 208,344 | |
William C. Rhodes, III | | | 103,000 | | | 121,591 | | | — | | | | 2,127 | | | 226,718 | |
David B. Rickard | | | 107,500 | | | 121,591 | | | — | | | | 4,116 | | | 233,207 | |
(1)In addition to the annual Board retainer, the following directors were paid for the following number of excess meetings: Mr. Bryant (4); Ms. Cochran (2); Ms. Fili-Krushel (4); and Mr. Rhodes (2). Messrs. Bryant, Rhodes and Rickard also received an annual retainer for service as the Chairman ofshareholders. At least once every two years, the Compensation Committee reviews with its independent compensation consultant, Pearl Meyer, the Nominatingform and amount of director compensation in light of these goals and makes related recommendations to the Board of Directors. The Committee considers peer group market data as the primary market reference point, survey data of general industry companies with revenues greater than $10 billion for a general understanding of compensation practices in the broader market context, and recommendations for potential changes to the program in order to preserve its competitiveness, all as presented by Pearl Meyer. More information about our peer group and the Pearl Meyer engagement can be found under “Use of Market Data” and “Use of Outside Advisors,” respectively, in “Compensation Discussion and Analysis.” The Committee has the authority to delegate any of its responsibilities to one or more subcommittees to the extent allowed by applicable law and the NYSE.
The executive compensation team, led by our Chief People Officer, and the legal team, led by our General Counsel, serve in an administrative and support role for the Compensation Committee and the Audit Committee, respectively, and Mr. Calbert received an annual retainer for service as the Lead Director. Mr. Calbert deferred all of his fiscal 2015 fees under the Non-Employee Director Deferred Compensation Plan discussed below.
(2)Represents the grant date fair value of restricted stock units ("RSUs") awarded to each director on May 27, 2015, computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 10 of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (our "2015 Form 10-K"). As of January 29, 2016, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional RSUs credited as a result of dividend equivalents earnedPearl Meyer with respect to director compensation, which may include conducting research, compiling data, providing necessary Company-specific information, drafting equity award agreements, providing legal advice, or otherwise assisting as requested. In addition, Pearl Meyer reviews its analysis and recommendations regarding the RSUs): each of Messrs. Bryant, Calbert, Rhodesamount and Rickard and Ms. Fili-Krushel (2,609); Ms. Cochran (2,977); and Ms. Price (2,277).
(3)There were no stock options awarded to any director listed in the table above during fiscal 2015, as the Board chose to eliminate stock option awards as partform of director compensation beginning in fiscal 2015. As of January 29, 2016, each ofwith our CEO, Chief People Officer, and General Counsel. The Committee also may seek such executives’ viewpoint on Pearl Meyer’s analysis and recommendations. Ultimately, the persons listed inCommittee retains and exercises sole authority to make director compensation recommendations to the table above had the following total unexercised stock options outstanding (whether or not then exercisable): each of Messrs. Bryant, Calbert and Rhodes (21,756); Ms. Cochran (13,120); Ms. Fili-Krushel (12,892); Ms. Price (4,795); and Mr. Rickard (21,513).
(4)Represents the dollar value of dividends paid, accumulated or credited on unvested RSUs. Perquisites and personal benefits, if any, totaled less than $10,000 per director and therefore are not included in the table.Board.
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We do not compensate for Board service any director who also serves as our employee. We will reimburse directors for certain fees and expenses incurred in connection with continuing education seminars and for travel and related expenses related to Dollar General business.
Each non-employee director will receivereceives payment (prorated as applicable) for a fiscal year in quarterly installments of the following cash compensation, as applicable, along with an annual award of RSUs,restricted stock units (“RSUs”) issued pursuant to our 2021 Stock Incentive Plan, payable in shares of our common stock, under our Amended and Restated 2007 Stock Incentive Plan having the following estimated value:
value listed below: | | Fiscal
Year | | | Board
Retainer
($) | | | Audit
Committee
Chairperson
Retainer
($) | | | Compensation
Committee
Chairperson
Retainer
($) | | | Nominating
Committee
Chairperson
Retainer
($) | | | Estimated
Value of
Equity
Award
($)(1) | |
| | 2023 | | | | | 95,000 | | | | | | 25,000 | | | | | | 20,000 | | | | | | 17,500 | | | | | | 190,000 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal
Year | | Board
Retainer
($) | | Lead
Director
Retainer
($) | | Audit
Committee
Chairman
Retainer
($) | | Compensation
Committee
Chairman
Retainer
($) | | Nominating
Committee
Chairman
Retainer
($) | | Per Meeting
Fee for
Meetings
Attended in
Excess of 16
During FY
($) | | Estimated
Value of
Equity
Award
($) | |
|---|
2015 | | | 85,000 | | | | 25,000 | | | | 22,500 | | | | 20,000 | | | | 15,000 | | | | 1,500 | | | | 125,000 | | |
2016 | | | 85,000 | | | | N/A | (1) | | | 22,500 | | | | 20,000 | | | | 15,000 | | | | 1,500 | | | | 135,000 | | |
The RSUs are awarded by the Compensation Committee annually to each non-employee director who is elected or re-elected at the annual shareholders’ meeting and to any new non-employee director appointed thereafter but before February 1 of a given year. The RSUs are scheduled to vest on the first anniversary of the grant date subject to certain accelerated vesting conditions. Directors generally may defer receipt of shares underlying the RSUs.
In addition to the fees outlined above, the Chairman of the Board isreceives an independent director, we do not intend to re-appoint a lead director in fiscal 2016. In lieu of an additional cash retainer for this service, the Chairman of the Board will receive an annual Chairman retainer delivered in the form of RSUs, payable in shares of our common stock under our Amended and Restated 2007 Stock Incentive Plan and scheduled to vest on the first anniversary of the grant date, subject to certain accelerated vesting conditions, having an estimated value of $200,000.
The Such RSUs are awarded annually to those non-employee directors who are elected or re-elected ateach year by the shareholders' meeting and to any new director appointed after the annual shareholders' meeting but before February 1 of a given year. Beginning with the 2015 award, the RSUs are scheduled to vestCompensation Committee on the first anniversarybusiness day following the start of the grant date subject to full accelerationour fiscal year.
The forms and amounts of
vesting upon death, disability (as defined in the applicable award agreement) or voluntary departure from the Board. Directors may elect to defer receipt of shares underlying the RSUs. These fees and equity award values and the mix of equity, including the changes in director compensation identified below,as outlined above were recommended each year by the Compensation Committee and approved by the Board after taking into account market benchmarking data, Meridian's recommendations the input of the CEO and the Chief People Officer (with respect to 2015 and prior years)Committee’s compensation consultant, Pearl Meyer, and, for the additional equity award to the Chairman in 2016,of the amount of time anticipated to be devotedBoard, his further responsibilities to the mentoring of a new CEO. Although the Committee may solicit and consider the input of our CEO and our Chief People Officer, it and the Board retain and exercise ultimate decision-making authority regarding director compensation.
As a result of such considerations, (1) as previously disclosed, the equity mix was changed beginning in 2015 to deliver all of the equity value in RSUs as opposed to the 2014 equity mix which consisted of 60% stock options and 40% RSUs; and (2) the estimated value of the equity award was increased beginning in fiscal 2016.
Company.
Up to 100% of cash fees earned for Board services in a fiscal year
generally may be deferred under the Non-Employee Director Deferred Compensation Plan. Benefits are payable upon separation from service in the form, as elected by the director at the time of deferral, of a lump sum distribution or monthly payments for 5, 10 or 15 years. Participating directors can direct the hypothetical investment of deferred fees into funds identical to those offered in our 401(k) Plan and will be credited with the deemed investment gains and losses. The
amounts deferred, along with deemed investment gains and losses, are credited to a liability account. The amount of the benefit will vary depending on the fees the director has deferred and the deemed investment gains and losses. Benefits upon death are payable to the
director'sdirector’s named
beneficiary.beneficiary in a lump sum. In the event of a
director'sdirector’s disability (as defined in the Non-Employee
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Director Deferred Compensation Plan), the unpaid benefit will be paid in a lump sum. Participant deferrals are not contributed to a trust, and all benefits are paid from Dollar General'sGeneral’s general assets.
Our non-employee directors are subject to share ownership guidelines, expressed as a multiple of the annual cash retainer payable for service on our Board (exclusive of additional amounts paid to each committee chairperson), and holding requirements. The current ownership guideline is 5five times (increased from a multiple of 4 times in December 2015). At least 1 times such annual cash retainer should be acquired prior to or as soon as practicable after joining the Board, and the remainder should be acquired within 5five years of election to the Board. When the ownership guideline is increased, incumbent non-employee directors are allowed an additional year to acquire the incremental multiple. Each non-employee director is required to retain ownership of 50%100% of all net after-tax shares granted by Dollar General until he or she reachesreaching the share ownership target. Please seeAs of February 2, 2024, each of our Corporate Governance Guidelinescurrent
2024 Proxy Statement17
non-employee directors was in compliance with our share ownership and holding requirement policy either because he or she met the guideline or was within the allotted grace period.
Fiscal 2023 Director Compensation
The following table and text summarize the compensation earned by or paid to each person who served as a non-employee member of our Board during all or part of 2023, other than Mr. Vasos. During 2023, Mr. Vasos was not separately compensated for additional information. Administrative detailshis Board service for any period of time in which he was employed by us, including as Senior Advisor through April 1, 2023, and as Chief Executive Officer beginning October 12, 2023. Jeffery Owen, who served as our Chief Executive Officer and as a member of our Board until October 12, 2023, was not separately compensated for Board service. Messrs. Vasos’s and Owen’s executive compensation, as well as Mr. Vasos’s compensation for his Board service for the period of time in which he was not employed by us, are included under “Executive Compensation” below. We have omitted the columns pertaining to “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.
| | Name(1) | | | Fees Earned or
Paid in Cash
($)(2) | | | Stock
Awards
($)(3) | | | All Other
Compensation
($)(4) | | | Total
($) | |
| | Warren F. Bryant | | | | | 95,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 274,937 | | |
| | Michael M. Calbert | | | | | 97,308 | | | | | | 367,018 | | | | | | 3,949 | | | | | | 468,275 | | |
| | Ana M. Chadwick | | | | | 112,033 | | | | | | 177,952 | | | | | | 2,386 | | | | | | 292,371 | | |
| | Patricia D. Fili-Krushel | | | | | 115,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 294,937 | | |
| | Timothy I. McGuire | | | | | 95,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 274,937 | | |
| | William C. Rhodes, III | | | | | 38,242 | | | | | | — | | | | | | 1,166 | | | | | | 39,408 | | |
| | David P. Rowland | | | | | 47,500 | | | | | | 176,379 | | | | | | 1,346 | | | | | | 225,225 | | |
| | Debra A. Sandler | | | | | 110,192 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 290,129 | | |
| | Ralph E. Santana | | | | | 95,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 274,937 | | |
(1)
Mr. Rhodes served on our Board until May 31, 2023. Mr. Rowland joined our Board on August 5, 2023.
(2)
In addition to the Board retainer, Messrs. Calbert and Rhodes and Mss. Chadwick, Fili-Krushel, and Sandler earned retainers (pro-rated as applicable) for service as committee chairpersons during all or part of fiscal 2023.
(3)
Represents the grant date fair value of RSUs awarded to Mr. Calbert on February 6, 2023 ($189,066) for his annual Chairman of the Board retainer, as well as to each director listed in the table above (including Mr. Calbert), other than Messrs. Rhodes and Rowland, on May 30, 2023 ($177,952) and Mr. Rowland on August 29, 2023 ($176,379) for annual awards, in each case computed in accordance with FASB ASC Topic 718. Mr. Rhodes did not receive an annual RSU award because he did not stand for re-election at the 2023 annual meeting. Information regarding assumptions made in the valuation of these mattersawards is included in Note 9 of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 (our “2023 Form 10-K”). As of February 2, 2024, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, McGuire, and Santana and Mss. Chadwick, Fili-Krushel, and Sandler (884); Mr. Calbert (1,726); Mr. Rhodes (0); and Mr. Rowland (1,149).
(4)
Represents (a) the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs for all persons listed in the table above; and (b) for Mr. Rhodes, cash reimbursement of $733 to offset the estimated federal income tax obligation on a retirement gift. Perquisites and personal benefits, if any, totaled less than $10,000 per director listed in the table and therefore are established bynot included in the Compensation Committee.table.
182024 Proxy Statement
Is Dollar General subject to the NYSE governance rules regarding director independence?
Yes. A majority of our directors must
be independent in accordance withsatisfy the independence requirements
set forthoutlined in the NYSE listing standards.
In addition,All members of the Audit Committee, the Compensation Committee and the Nominating Committee
also must be
composed solely of independent
directors to comply with
suchNYSE listing standards and, in the case of the Audit Committee, with SEC rules. The NYSE listing standards define specific relationships that disqualify directors from being independent and further require that
for a director to qualify as "independent," the Board
mustof Directors affirmatively determine that
thea director has no material relationship with Dollar
General.General in order to be considered “independent.” The
SEC'sSEC’s rules and
the NYSE listing standards contain separate definitions of independence for members of audit committees and compensation committees, respectively.
How does the Board of Directors determine director independence?
The
Our Board of Directors
affirmatively determines the independence of each director and director nominee
in accordance withusing guidelines it has adopted, which include all elements of independence
set forth in the NYSE listing standards and SEC rules as well as certain Board-adopted categorical independence standards. These guidelines are
contained indetailed within our Corporate Governance Guidelines
which are posted on the
"Investor Information—Corporate Governance"“Corporate Governance” section of our website located at
www.dollargeneral.com.https://investor.dollargeneral.com.
The Board first considers whether any director or nominee has a relationship covered by the NYSE listing standards that would prohibit an independence finding for Board or committee purposes. The Board then analyzes any relationship of the remaining eligible directors and nominees with Dollar General or our management that falls outside the parameters of the Board'sBoard’s separately adopted categorical independence standards to determine whether or notif that
relationship is material. The Board may determine that a
director or nomineeperson who has a relationship outside such parameters is nonetheless independent because the relationship is not considered to be material. Any director who has a material relationship with Dollar General or its management is not considered to be independent. Absent special circumstances, the Board does not consider or analyze any relationship that
management has determined falls within the parameters of the
Board'sBoard’s separately adopted categorical independence standards.
Are all of the directors and nominees independent?
No.
As a result of his employment as our Chief Executive Officer, Mr. Vasos is not an independent director, and Mr. Owen, who served as our Chief Executive Officer and as a director until October 12, 2023, was not an independent director under NYSE listing standards. Our Board of Directors
consists of Warren F. Bryant, Michael M. Calbert, Sandra B. Cochran, Patricia D. Fili-Krushel, Paula A. Price, William C. Rhodes, David B. Rickard and Todd J. Vasos. Messrs. Rickard and Bryant and Mss. Cochran and Price serve on our Audit Committee, Messrs. Bryant and Rhodes and Ms. Fili-Krushel serve on our Compensation Committee, and Mr. Rhodes and Mss. Cochran and Fili-Krushel serve on our Nominating Committee. Richard W. Dreiling served on our Board and as its Chairman through January 29, 2016. Our Board has affirmatively determined that each of our remaining directors, Messrs. Bryant, Calbert, RhodesMcGuire, Rowland and RickardSantana and Mss. Cochran,Chadwick, Fili-Krushel and Price, but not Messrs. DreilingSandler, is independent, and Vasos, areour former Board member Mr. Rhodes, who served for part of 2023, was independent fromat the time he left our managementBoard, under both the NYSE listing standards and our additional independence standards. Except as described below, anyAny relationship between an independent director and Dollar General or our management fell within the Board-adopted categorical standards and, accordingly, was not reviewed or considered by our Board. Thethe Board has also determined that the current members ofin making independence decisions. There is no person currently serving or who served in 2023 on the Audit Committee, the Compensation Committee andor the Nominating Committee that does or did not meet, as applicable, the NYSE independence requirements for membership on those committees, set forth in the NYSE listing standards, our additional standards and, as to the Audit Committee, SEC rules.
2024 Proxy Statement19
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In reaching the determination that Ms. Cochran is independent, the Board considered that Ms. Cochran's brother, Stephen Brophy, had served as a non-executive vice president of Dollar General from 2009 until October 2015 and as a non-officer level employee since October 2015. For 2015, Mr. Brophy earned from Dollar General total cash compensation (comprised of his base salary and bonus compensation) of less than $325,000 and received an annual equity award consisting of 3,583 non-qualified stock options, a target award of 433 performance share units, or "PSUs" (452 PSUs were ultimately earned as a result of our adjusted EBITDA and adjusted ROIC performance), and 433 RSUs. In March 2016, Mr. Brophy received an annual equity award consisting of 1,958 non-qualified stock options, a target award of 224 PSUs, and 224 RSUs. All equity awards were granted on terms consistent with the annual equity awards received by all Dollar General employees at the same job grade level as Mr. Brophy and on terms substantially similar to the forms of award agreements on file with the SEC. We expect Mr. Brophy's total cash compensation for 2016 to not exceed $270,000.
Mr. Brophy also is eligible to participate in employee benefits plans and programs available to our other full-time employees. Ms. Cochran does not participate in any decision-making related to Mr. Brophy's compensation or performance evaluations. Mr. Brophy's cash compensation and equity awards were approved by the Compensation Committee pursuant to our related-party transactions approval policy.
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TABLE OF CONTENTS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Does the Board of Directors have a
related-partyrelated- party transactions approval policy?
Yes. Our Board of Directors has adopted a written policy for the review, approval or ratification of
"related party"“related party transactions.
A "related party" for” For purposes of this
purposepolicy, a “related party” includes our directors, director nominees, executive officers and greater than 5% shareholders, and any of their immediate family members, and a
"transaction"“transaction” includes one
or a series of similar financial or other transactions, arrangements or relationships in which (1)
Dollar General or one of our subsidiaries is a participant; (2) a related party has a direct or indirect material interest; and (3) the total amount may exceed $120,000
(2) Dollar Generaland is
a participant, and (3) a related party will have a direct or indirect material interest (other thanrequired to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act, as
a director or a less than 10% owner of another entity, or both).determined by our Law Department.
The policy requires
priorthat a designated Board
approval for all knowncommittee review in advance and oversee related party transactions
subject to certain exceptions identified below. In addition, at least annually after receiving a listfor potential conflicts of
immediate family members frominterest and prohibit the transaction if it determines the transaction is inconsistent with the interests of Dollar General and our
directors and executive officers, relevant internal departments determine whether any transactions were unknowingly entered into with ashareholders. The Audit Committee is the designated committee for related party
transactions except for compensatory transactions, which the Compensation Committee will review and
oversee, and charitable donations or payments to an industry group, which the
Board is presented with a list of such transactions, subject to certain exceptions identified below, for review.Nominating Committee will oversee. The related party may not participate in
any discussionthe review or approval of the
transaction and must provide to the Board all material information concerning therelated party transaction.
Each of our Chairman and our CEO is authorized to approve
In determining whether a related party transaction inshould be approved or prohibited, the policy directs the designated committee to consider all relevant facts and circumstances, which he is not involvedmay include among other factors whether:
•
the terms of the transaction are fair to Dollar General and on the same basis as if the total anticipated amounttransaction had occurred on an arm’s-length basis;
•
there are any compelling business reasons for Dollar General to enter into the transaction, and the nature of alternative transactions, if any; and
•
the transaction would present an improper conflict of interest for any of our Board members or executive officers.
If approved, the designated committee will review each ongoing related party transaction at least annually to determine whether it should be allowed to continue.
If a related party transaction is less than $1 millioninadvertently entered into without the required prior approval, including without limitation if a related party’s interest arises only after the commencement of an ongoing transaction, the designated committee will review the transaction as soon as is reasonably practicable and he informsdetermine whether to ratify or prohibit the Boardtransaction, taking into consideration all relevant facts and circumstances, which may include among other factors those outlined above, the reason the policy was not followed and whether subsequent ratification would be detrimental to Dollar General.
In determining whether a transaction meets the definition of
a related party transaction under the
transaction. In addition,policy, the
policy directs the Law Department to evaluate all relevant facts and circumstances, but provides that a related party’s interest in the following transactions
belowgenerally would not be considered material, although the transaction amounts listed are
deemed pre-approved without Board review or approval:- not intended to imply that transaction amounts in excess of such amounts are presumed to be material:
•Transactions
transactions involving a total amount that does not exceed the greater of $1 million or 2% of the entity'san entity’s annual consolidated revenues (total consolidated assets in the case of a lender) if no related party who is an individual participates in providing the actual provision of services or goods to, or negotiations with, us on the entity'sother entity’s behalf or receives special compensation or benefit as a result.
result; or
•Charitable contributions
payments to a charitable organization, foundation or university if the total amount does not exceed 2% of the
recipient'srecipient’s total annual receipts and no related party who is an individual participates in the
grantpayment decision or receives any special compensation or benefit as a result.
•Transactions where the interest arises solely from share ownership in Dollar General and all of our shareholders receive the same benefit on a pro rata basis.
•Transactions where the rates or charges are determined by competitive bid.
•Transactions for services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority.
•Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
•Compensatory transactions available on a nondiscriminatory basis to all salaried employees generally, ordinary course business travel expenses and reimbursements, or compensatory arrangements to directors, director nominees or officers that have been approved by the Board or an authorized committee.
What
related-partyrelated party transactions existed in
20152023 or are planned for
2016? Other than compensation paid or to be paid during 2015 and 2016 to one of our non-executive employees who is a family member of Ms. Cochran, as discussed further under "Director Independence" above, there2024?
There are no transactions that have occurred since the beginning of 2015,2023, or any currently proposed transactions, that involvein which Dollar General andwas or is to be a participant, that exceed $120,000 and in which a related party had or has a direct or indirect material interest.
202024 Proxy Statement
This section provides details of
thefiscal 2023 compensation
for fiscal 2015 for our named executive officers: Todd
J. Vasos, Chief Executive Officer;
Richard Dreiling,Jeffery C. Owen, former
Chairman, Chief Executive
Officer and Senior Advisor; John Garratt, Executive Vice President and Chief Financial Officer;
David Tehle, formerKelly M. Dilts, Executive Vice President and Chief Financial Officer; John
Flanigan, Executive ViceW. Garratt, former President
Global Supply Chain; Robert Ravener,and Chief Financial Officer; Emily C. Taylor, Executive Vice President and Chief
PeopleMerchandising Officer; Rhonda
M. Taylor, Executive Vice President and General Counsel;
Carman R. Wenkoff, Executive Vice President and
Gregory Sparks,Chief Information Officer; and Antonio Zuazo, former Executive Vice President,
Store Operations.
Global Supply Chain.
Compensation Discussion and Analysis
Our executive compensation program is designed to serve the long-term interests of our shareholders. To deliver superior shareholder returns, we believe it is critical to offer a competitive compensation package that will attract, retain, and motivate experienced executives with the requisite expertise. Our program is designed to
balance thepay for performance by effectively balancing short-term and long-term
components and thus incentincentives based on achievement of our annual and long-term business
strategies, to pay for performance andobjectives, as well as to maintain our competitive position in the market in which we compete for executive talent.
Compensation Best Practices.Practices
We strive to align our
executives'executives’ interests with those of our shareholders and to follow sound corporate governance practices.
| | | | | |
| Compensation Practice | | |
| | | | | Dollar General Policy | |
|---|
| | Pay for Performanceperformance | | ü | | A significant portion of targeted direct compensation, is linked to the financial performance of key metrics. All ofincluding our annual Teamshare cash bonus compensationincentive and a significant majority of our equity incentive compensation, areis performance-based—dependent on our financial performance, based. See "Pay for Performance."linked to changes in our stock price, or both. | |
| Robust share ownership guidelines and holding requirements |
|
ü |
|
| Our share ownership guidelines and holding requirements create further alignment with shareholders'shareholders’ long-term interests. See "Share“Share Ownership Guidelines and Holding Requirements."” | |
No hedging or | Clawback policy | | | | Our recently amended clawback policy requires the recovery of erroneously awarded incentive compensation paid to current and former executive officers based on financial results that were subsequently restated as a result of a material noncompliance with any financial reporting requirement under the U.S. federal securities laws, regardless of an executive’s personal culpability. | |
| | Hedging, pledging Dollar General securities or holding Dollar General securities inand margin accountsprohibitions |
|
ü |
|
| Our policy prohibits executive officers and Board members (and certain of their family members, entities and trusts) from hedging their ownershipagainst any decrease in the market value of Dollar General equity securities awarded by our stock,company and held by them, and from pledging our securities as collateral andor holding our securities in a margin account.account any securities issued by Dollar General. See "Policy Against Hedging“Hedging and Pledging Transactions."Policies.” | |
| No excise tax gross-ups and minimal income tax gross-ups |
|
ü |
|
| We do not provide tax gross-up payments to named executive officers other than on relocation-related items. | |
| Double-trigger provisions | | | | All equity awards granted to named executive officers as executive compensation include a “double-trigger” vesting provision upon a change in control. | |
| | No repricing or cash buyout of underwater stock options without shareholder approval |
|
ü |
|
| Our equity incentive plan prohibitsplans prohibit repricing underwater stock options, reducing the exercise price of stock options or replacing awards with cash or another award type, without shareholder approval. | |
| Annual compensation risk assessment |
|
ü |
|
| At least annually, our Compensation Committee assesses the risk of our compensation program. |
Independent compensation consultant |
|
ü |
|
Our Compensation Committee retains an independent consultant to provide advice on executive and non-employee director compensation matters. |
2024 Proxy Statement21
Pay for Performance.Performance
Consistent with our philosophy, and as illustrated
below,to the right, a significant portion of annualized
target total
directtarget compensation for our named executive officers in
20152023 was
performance based and exposed to fluctuations in our stock price. | | |
CEO | | Other NEOs
(Average) |
 |
|
|
"CEO" reflects compensation for Mr. Vasos and not Mr. Dreiling; "Other NEOs" reflects compensation only for the other named executive officers who remained employed after the end of fiscal 2015 (i.e., Messrs. Garratt, Flanigan and Ravener and Ms. Taylor).
STI—Short-Term Cash Incentive (Teamshare bonus program)
LTI—Long-Term Equity Incentive
The following payouts were earnedvariable/at-risk as a result of strongbeing performance-based—dependent on our financial performance, versuslinked to changes in our stock price, or both.
In addition, the
following financial
targets used forperformance was achieved in accordance with our
2015 performance-based compensation:- short-term and long-term incentive plans:
•
Teamshare Bonus Program: Participants earned a payout under our annual Teamshare bonus program of 109.2% of the target payout level based on achievingProgram
We achieved 2023 adjusted EBIT (as defined and calculated for purposes of the Teamshare bonus program) of $1.957$2.597 billion, or 100.92%72.3% of the adjusted EBIT target, which was below the threshold required for a payout to named executive officers (see "Short-Term“Short-Term Cash Incentive Plan"Plan”).
•
Performance Share Units: TheUnits
We achieved 2023 adjusted EBITDA of $3.437 billion, or 77.6% of the adjusted EBITDA target related to the portion of the awards granted in March 2015 were2023 subject to 2023 adjusted EBITDA performance, which was below the threshold required to earn such performance share units (“PSUs”). The portion of the PSUs granted in March 2021 subject to 2021-2023 adjusted ROIC performance was earned at 104.5%287.09% of target based on achieving adjusted EBITDA of $2.347 billion, or 100% of the adjusted EBITDA target, and Adjusted ROIC of 19.14%22.98%, or 100.5%104.2% of the adjusted ROIC target, in each case as defined and calculated in the PSU award agreementsthree-year 2021-2023 target. (see "Long-Term“Long-Term Equity Incentive Program"Program”). Significant Compensation-Related Actions. The most significant recent compensation-related actions pertaining to our named executive officers include:
Shareholder Response and 2024 Compensation Committee approved an employment transition agreement and related compensation to ensure Mr. Dreiling's smooth transition from Chief Executive Officer through his January 29, 2016 retirement date. See "CEO Employment Transition Agreement."
•In June 2015, Mr. Vasos was promoted from Chief Operating Officer to Chief Executive Officer ("CEO"), and the Compensation Committee approved his revised compensation package as discussed in more detail below.
•In December 2015, Mr. Garratt was promoted to Chief Financial Officer to fill the vacancy created by Mr. Tehle's retirement in July 2015, and the Compensation Committee approved a new compensation package for Mr. Garratt as discussed in more detail below.Design
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•The equity awards granted in March 2016 include a "double-trigger" provision which requires a termination event within a certain period of time following a change in control in order for vesting to accelerate in connection with the change in control.
Shareholder Response.The most recent shareholder advisory vote on our named executive officer compensation was held in 2014, based on the three-year frequency approved by our shareholders in 2011.May 31, 2023. Excluding abstentions and broker non-votes, 96.0%90.9% of total votes were cast in support of the program. Becauseprogram, which we viewed this outcomeview as overwhelmingly supportive of our compensation policies and practices,practices. In addition, each fall we did not believeengage with a majority of our shareholders regarding various matters, including executive compensation, as discussed under “Corporate Governance,” and the vote required considerationfeedback we received has been substantially supportive of changesour program.
While the Compensation Committee believes that the overall executive compensation program structure that was in place for 2023 continues to serve the Company and its shareholders well, it added net sales as a second financial performance metric to the
program. The nextTeamshare bonus program beginning in 2024, after considering the importance of revenue growth in the Company’s valuation, peer group data regarding short-term incentive programs, and shareholder
advisory vote on our named executive officer compensationfeedback. Net sales will be
held at our 2017 annual meetingcalculated in accordance with U.S. generally accepted accounting principles and will be assigned a 20% weighting. The Committee has retained the historical adjusted EBIT metric for the program but has reduced its weighting to 80%. In addition, in an effort to drive year-over-year profitability in 2024, the Committee has structured the portion of
shareholders.the 2024 Teamshare bonus based on the adjusted EBIT metric
and the portion of the 2024 PSUs based on the adjusted EBITDA metric such that no amounts will be earned if we fail to achieve the applicable target performance level. Further, the Committee has reduced the maximum amounts which may be earned under the 2024 Teamshare program and the 2024 PSU awards to 200% of the target payout and number of PSUs, respectively, to more closely align to peer group practices.
Philosophy and Objectives
We strive to attract, retain, and motivate
personsexecutives with superior ability, to reward outstanding performance, and to align the long-term interests of our named executive officers with those of our shareholders. The material compensation principles applicable to the compensation of our named executive officers are outlined below:
•
In determining total compensation, we consider thea reasonable range of the median of total compensation of comparable positions at companies within our peer group, while accounting for distinct circumstances not reflected in the market comparator group, but we make adjustments based on circumstances,data such as unique job descriptions and responsibilities as well as our particular niche in the retail sector and the impact that are not reflected in the market data.a particular officer may have on our ability to meet business objectives. For competitive or other reasons, our levels of total compensation or any component of compensation may exceed or be below the median range of our market comparatorpeer group.
222024 Proxy Statement
•
We set base salaries to reflect the responsibilities, experience, performance, and contributions of the named executive officers, and thewhile also considering market salaries for comparable benchmarked positions while maintaining an appropriateand our desired balance between base salary and incentive compensation.
•
We reward named executive officers who enhance our performance by linking cash and equity incentives to the achievement of our financial goals.
•
We promote share ownership to align the interests of our named executive officers with those of our shareholders.
•
In approving compensation arrangements, we
may consider recent compensation history, including special or unusual compensation payments.
We have
In addition, we utilize employment agreements with
theour named executive officers to promote executive continuity, aid in retention,
facilitate implementation of our clawback policy, and,
in return for granting such executives reasonable severance and other rights upon various termination scenarios, secure valuable protections for Dollar General, such as non-compete, non-solicitation,
non-interference, and confidentiality obligations.
The employment agreement with each of our named executive officers, with the exception of Mr. Vasos, has a three-year term and is subject to certain automatic extensions. The employment agreement with Mr. Vasos has a four-year term and is not subject to automatic extensions. A change in control, by itself (“single trigger”), does not trigger any severance provision applicable to our named executive officers under the employment agreements.
Oversight and Process
Oversight.
Oversight
The Compensation Committee of our Board of Directors,
or a subcommittee thereof if required for tax or other reasons, in each case consisting entirely of independent directors, determines and approves the compensation of our named executive officers.
Beginning in 2016, such determinationThe Committee has the authority to delegate any of its responsibilities to one or more subcommittees as the Committee may deem appropriate to the extent allowed by applicable law and the NYSE. Throughout this “Compensation Discussion and Analysis,” the use of the term Compensation Committee (or Committee) means either the entire committee or a subcommittee thereof if required for tax or other reasons, as applicable. The independent members of our Board are provided the opportunity, if they choose, to ratify the Committee’s determinations pertaining to the level of CEO
compensation will be subject to ratification by the independent members of the Board.compensation.
Use of Outside Advisors.Advisors
The Compensation Committee has selected Meridian Compensation Partners ("Meridian")Pearl Meyer to serve as its compensation consultant and has determined that MeridianPearl Meyer is independent and that its work has not
raised any conflicts of interest.
Meridian (or its predecessor) has served as the Committee's consultant since 2007 and was re-selected in 2014 afterWhen requested by the Committee,
conducted an extensive review and request for proposal process. A Meridiana Pearl Meyer representative attends
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Committee meetings and participates in private sessions ifwith the Committee, requests, and Committee members are free to consult directly with MeridianPearl Meyer as desired.
The Committee (or its
Chairman)Chairperson) determines the scope of
Meridian'sPearl Meyer’s services and has approved a written agreement that details the terms under which
MeridianPearl Meyer will provide independent advice to the Committee. The approved scope
of Pearl Meyer’s work generally includes
availability forthe performance of analyses and provision of independent advice related to our executive and non-employee director compensation programs and related matters in support of the Committee’s decisions, and more specifically includes performing preparation work associated with Committee
meeting attendance and associated preparation work; assistance withmeetings, providing advice in areas such as compensation philosophy, compensation risk assessment,
and with decision making regarding executive and director compensation matters; advising on our Board and executive pay philosophy, compensation market comparatorpeer group, incentive plan design,
executive compensation disclosure, emerging best practices and changes in the regulatory
environment;environment, and providing competitive market studies.
Meridian,Pearl Meyer, along with management, also prepares
benchmarkingmarket data for consideration by the Committee in making decisions on items such as base salary, the Teamshare bonus program, and the long-term incentive program.
Management's Role. Financial
Management’s Role
Our executive management team prepares and recommends our annual financial plan to our Board of Directors for approval and establishes a 3-year financial plan. The financial performance targets used in our incentive compensation programs
typically are
derived from our annualthe same as those in such financial
plan that is prepared by our executive management teamplans and
reviewed andare approved by our
Board of Directors. Messrs. Dreiling, VasosCompensation Committee. Our CEO and
Ravener and non-executive members of the human resources groupour executive compensation team, led by our Chief People Officer, provide assistance to the
Compensation Committee and
MeridianPearl Meyer regarding executive compensation matters, including conducting research, compiling data
andand/or making recommendations regarding
compensation amount,
compensation mix,
andincentive program structure alternatives,
market comparator group composition and compensation-related governance practices, as well as providing information to and coordinating with
MeridianPearl Meyer as
requested, and Ms. Taylorrequested. Additionally, our legal team, led by our General Counsel, may provide legal advice to the Committee regarding executive compensation
and related governance and legal matters and contractual arrangements from time to time. Although these recommendations may impact each of such
officers'officers’ compensation to the extent they participate in the plans and programs, none of such officers make recommendations
to the Committee regarding their specific compensation. For the role of management in named executive
officers'officers’ performance evaluations, see
"Use“Use of Performance
Evaluations"Evaluations” below. Although the Committee values and solicits
management'smanagement’s input, it retains and exercises sole authority to make decisions regarding named executive officer compensation.
2024 Proxy Statement23
Use of Performance Evaluations.Evaluations
Each member of the Board of Directors is asked to provide feedback to the Chairman of the Board regarding the CEO’s overall performance. The
Chairman of the Board shares such information with the Compensation
Committee. The Committee, together with the Chairman of the Board, assesses the performance of the CEO, and the CEO evaluates and reports to the Committee on the performance of each of the other named executive officers, in each case versus previously established goals.
The Committee also has the opportunity to provide input into each named executive officer’s performance evaluation. These evaluations are subjective; no objective criteria or relative weighting is assigned to any individual goal or factor.
The Committee historically has used the overall performance rating
Performance ratings serve as an eligibility threshold for
an annual base salary
increaseincreases and
Teamshare bonus payment. Although an unsatisfactory rating generally would preclude an annual base salary increase or a Teamshare bonus payment, performance ratings have not been used to determine the amount of the Teamshare bonus payment for a named executive officer. Rather, such amount has been determined solely based upon the level of achievement of the applicable financial performance measure and the terms of the Teamshare bonus program described below. In addition to functioning as an eligibility threshold, the performance rating may directly impact the amount of a named executive officer's annual base salary increase.such increases. The Committee typically starts with the percentage base salary increase that equals the overall budgeted increase for our U.S.-based employee population and approves differing merit increases to base salary based upon each named executive officer’s individual performance rating. The Committee then considers whether additional adjustments are necessary to reflect performance, responsibilities, or qualifications;qualifications, experience, and time in role; to bring pay within a reasonable range of the market comparatorpeer group; due to reflect a change in role or duties; to achieve a better balance between base salary and incentive compensation; to more appropriately align relative pay position among internal peers; or for other reasons the Committee believes justify a variance from the overall budgetedmerit increase.
The Committee reserves the right to consider individual performance and other factors for the purpose of adjusting Teamshare bonus payments upward or downward for one or more named executive officers, although the Committee does not always exercise this right each year.
An unsatisfactory performance rating
also would result in a reduction inwill reduce the number
of, or
a total elimination, of RSUs andcompletely eliminate, stock options awarded to the named executive officer in the following year.
Table In addition, individual performance and other factors, such as retention, succession, and time in role considerations and company and department performance, are used as part of Contents
None of thea subjective assessment to determine each non-CEO named executive officers receivedofficer’s equity award value within the Committee’s agreed upon range of values unless the Committee determines that an unsatisfactory performance rating for either 2014 or, for those who remained employed in 2016 and therefore underwent a performance evaluation, in 2015.
individual officer’s circumstances warrant an equity grant value outside of such range.
Use of Market Benchmarking Data.Data
The Compensation Committee approves, periodically reviews, and utilizes a market comparatorpeer group when making compensation decisions (see "Philosophy“Philosophy and Objectives"Objectives”). The market comparatorpeer group data typically is considered for base salary
adjustments and target equity award values and ranges, Teamshare target bonus opportunities, and total target compensation, and periodically when considering structural changes to our executive compensation program.
Our peer group consists of companies selected according to their similarity to our operations, services, revenues, markets, availability of information, and any other information the Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours.
Our market comparator The Committee last updated our peer group in May 2022 in order to improve industry and size comparability. This peer group, which was used for 2015 compensation decisions consisted of:
| | | | | | |
AutoZone | | Family Dollar | | Office Depot | | Staples |
J.C. Penney | | The Gap | | Macy's | | Ross Stores |
TJX Companies | | Kohl's | | Starbucks | | L Brands |
Dollar Tree | | Rite Aid | | Yum! Brands | | |
For eachall 2023 named executive officer position below CEO, the Committee biennially considers market comparatorcompensation decisions, consists of:
| | AutoZone
Dollar Tree
O’Reilly Auto
Sysco
Tractor Supply | | | Best Buy
Kroger
Ross Stores
Target
Walgreens | | | CarMax Lowe’s
Starbucks
TJX Companies | |
Pearl Meyer typically provides peer group data
provided by Meridian. In alternating years, the Committee instead uses prior year data after applyingon an
aging factor recommended by Meridian. Meridian annually provides market dataannual basis for the CEO, to ensure that the Committee is aware of any significant movement in CEO compensation levels within the
market comparator group. Forpeer group, and biennially for each named executive officer position below CEO. In alternating years, the
2015Committee uses the prior year data for non-CEO compensation decisions after applying an aging factor recommended by Pearl Meyer. Pearl Meyer provided peer group data for all 2023 CEO and non-CEO named executive officer compensation
decisions, the Committee considered data provided by Meridian using Aon Hewitt's database for the 2015 market comparator group. For Messrs. Flanigan, Ravener and Sparks, for whom insufficient market comparator group data was available, the Committee used data from a broader group of retailers comprising a subset of companies included within the Aon Hewitt Total Compensation MeasurementTM (TCM) database. A list of such companies is included asAppendix A attached to this proxy statement. In determining the short-term cash and long-term equity targets for named executive officer positions below Chief Operating Officer, the Committee considers blended market values for comparable positions, rather than values for individual positions, provided in the data above from Meridian.decisions.
Elements of Named Executive Officer Compensation
We provide compensation in the form of base salary, short-term cash incentives, long-term equity incentives, benefits, and limited perquisites. We believe each of these elements is a necessary component of the total compensation package and is consistent with compensation programs at companies with whom we compete both for business and talent.
Decisions regarding each named executive officer’s 2023 compensation are discussed below, followed by a description of each element of compensation and the related applicable programs, as well as applicable financial performance results certified with respect to performance periods that ended in 2023.
2023 Compensation Generally
In March 2023, the Compensation Committee considered the annual compensation of each named executive officer except for Mr. Vasos, who had previously announced his retirement planned for April 2023.
242024 Proxy Statement
(a) March 2023 Compensation Decisions for Mr. Owen
The Compensation Committee considered the base salary, short-term incentive, and long-term incentive components of Mr. Owen’s compensation, as well as his total target compensation, in each case in comparison to the peer group data (see “Use of Market Data”). After considering the peer group data, as well as the adjustments made to Mr. Owen’s compensation at the time of his promotion to CEO, effective November 1, 2022, the limited amount of time that had elapsed since such compensation adjustments were made, and Mr. Owen’s and the Company’s fiscal 2022 performance (see “Use of Performance Evaluations”), the Committee determined to maintain Mr. Owen’s base salary and target short-term incentive bonus percentage opportunity at his prior year levels ($1,125,000 and 150% of base salary, respectively). Further, after considering the peer group data, Mr. Owen’s limited CEO experience, and the responsibilities of the CEO position, the Committee determined that a $6,750,000 target equity grant value for his fiscal 2023 annual grant was appropriate, to be structured in the same format as the equity awards to the other named executive officers. Our Board of Directors ratified these compensation decisions. See “Short-Term Cash Incentive Plan” and “Long-Term Equity Incentive Program” for a description of such programs.
(b) March 2023 Compensation Decisions for Mss. Dilts, E. Taylor and R. Taylor and Messrs. Garratt, Wenkoff and Zuazo
The Compensation Committee considered the base salary, short-term incentive, and long-term incentive components, as well as total target compensation, in each case in comparison to the peer group data (see “Use of Market Data”), as well as individual performance (see “Use of Performance Evaluations”). The Committee made no change to the target short-term incentive bonus percentage opportunity for Mr. Garratt (100% of base salary), for Mss. E. Taylor and R. Taylor and Messrs. Wenkoff and Zuazo (75% of base salary) or for Ms. Dilts, who was serving as Senior Vice President, Finance, at the time (50% of base salary), from the prior year’s level, which the Committee concluded remained reasonably aligned with the peer group data. See “Short-Term Cash Incentive Plan” for a description of the bonus program.
Continuing its historical practice, the Committee used an equity award value range, determined by reference to peer group data, within which each applicable named executive officer’s equity award value generally is determined unless an individual officer’s circumstances warrant an equity grant value outside of such range. The use of such a range is designed to achieve better market alignment at the individual position level while allowing for subjective performance differentiation and sufficiently incenting and retaining such officers. The Committee determined, with the exception of Mr. Garratt, each applicable named executive officer’s actual award value within the range
based on comparisons of his or her total target compensation against the peer group data, as well as a subjective assessment of a variety of factors outlined above under “Use of Performance Evaluations,” resulting in equity award target values as follows: Mss. E. Taylor and R. Taylor ($2.0 million), Mr. Wenkoff ($1.7 million), Mr. Zuazo ($1.5 million) and Ms. Dilts ($600,000). See “Long-Term Equity Incentive Program” for a description of the equity awards. Consistent with our historical practice for senior officers that have announced their retirement prior to the annual equity grant, Mr. Garratt did not receive an annual equity award because of his planned voluntary termination of employment on June 2, 2023.
In addition, the Committee approved base salary merit increases by reference to the 3.50% overall U.S. merit budget increase for 2023 and adjusted to take into account each such officer’s 2022 performance, resulting in a base salary increase of 4.12% for each of Mr. Garratt and Mss. Dilts, E. Taylor and R. Taylor, and 3.12% for Messrs. Wenkoff and Zuazo, effective April 1, 2023. After comparing each such officer’s proposed total target compensation for 2023 against the peer group data, the Committee determined that, with the exception of Mss. E. Taylor and R. Taylor, each such officer’s total target compensation for 2023 remained within a reasonable range of the peer group median and appropriately accounted for the responsibilities of the position, the experience and contributions of the individual, time in role, and relative pay positions among peers, and thus no additional base salary adjustments were made. However, to more closely align total target compensation with the peer group median and to account for the responsibilities of their positions, their contributions and experience, time in role, and relative pay position among their internal peers, the Committee approved an additional 0.6% base salary increase for Ms. E. Taylor and an additional 6.9% base salary increase for Ms. R. Taylor, each effective April 1, 2023. See “Use of Performance Evaluations.”
(c) Compensation Decisions Related to Mr. Vasos
Mr. Vasos transitioned from CEO to Senior Advisor in November 2022 and retired from the Company in April 2023. Accordingly, consistent with our historical practice for senior officers that have announced their retirement prior to the annual equity grant, Mr. Vasos did not receive an annual equity award in 2023.
In connection with his planned retirement, and to assist with the CEO transition, we entered into a consulting agreement with Mr. Vasos dated March 23, 2023, pursuant to which Mr. Vasos performed consulting services in satisfaction of the transition services requirements contemplated by the early retirement provisions of the agreements governing certain equity awards that had been granted to him in 2020 and 2021. The continued equity vesting pursuant to the terms of such early retirement provisions constituted consideration for his consulting services, and therefore Mr. Vasos received no additional compensation for such services. Mr. Owen served as CEO from November 2022
2024 Proxy Statement25
until he left the Company in October 2023, at which time our Board of Directors re-appointed Mr. Vasos as CEO. Upon this re-appointment, the consulting agreement between the Company and Mr. Vasos was terminated on January 29, 2016, all decisions regardingOctober 12, 2023, and we entered into an employment agreement with Mr. Dreiling's 2015Vasos. See “Philosophy and Objectives” above for more information.
In determining the compensation were negotiatedrelated to Mr. Vasos’s re-appointment as CEO, including the value, form and primary terms of a one-time equity award, the Compensation Committee considered the following: peer group data pertaining to annual base pay, target total cash compensation, and target total direct compensation; potential total and annualized realizable values of the proposed equity award to Mr. Vasos; Mr. Vasos’s prior CEO compensation history; Mr. Owen’s CEO compensation at the time of his separation from the Company; Mr. Vasos’s unique knowledge of our operations, culture and strategy and deep knowledge of the retail industry; Mr. Vasos’s strong execution ability and his additional experience and qualifications; and the responsibilities of the CEO position. These considerations resulted in connectionthe Committee’s approval of (1) a base salary of $1,400,000 (consistent with his employment transition agreement. Accordingly,base salary prior to his April 2023 retirement); and (2) a target short-term incentive bonus opportunity of 150% of his base salary (consistent with certain exceptionshis short-term incentive bonus opportunity prior to his April 2023 retirement), prorated for the portion of 2023 that are specifically identified,he served as CEO, in each case effective October 12, 2023. In addition, these considerations informed the discussion belownumber of 2015 compensation decisions and related actions excludes those pertainingnon-qualified stock options (250,000) awarded to Mr. Dreiling, which are instead discussedVasos on October 17, 2023, following the announcement of his re-appointment as CEO (the “2023 Rehire Option”).
The 2023 Rehire Option is scheduled to fully vest on October 12, 2027, subject to Mr. Vasos’s continued employment with us and accelerated vesting provisions for certain of the scenarios typically addressed in the Company’s equity awards to executive officers (i.e., death, disability termination, and termination within two years after a change in control) as well as certain additional accelerated vesting provisions that will become applicable if: a successor to Mr. Vasos is appointed before the scheduled vesting date; Mr. Vasos resigns (with certain exceptions) or is terminated without cause on or after the appointment of such successor; and Mr. Vasos complies with other obligations under
"CEO Employment Transition Agreement" below. In addition, eachthe award agreement (including, if requested, entering into a consulting agreement with a term that does not extend beyond October 12, 2027). The award agreement also provides for certain holding requirements applicable to Mr. Vasos through the originally scheduled vesting date in the event the vesting of Messrs. Vasos and Garratt received compensation adjustments during the year2023 Rehire Option is accelerated as a result of their promotions. To determine suchMr. Vasos’s employment termination on or after the appointment of a successor to Mr. Vasos. These additional accelerated vesting provisions and holding requirement are designed to incent Mr. Vasos to help ensure a successful transition should a successor be appointed prior to the originally scheduled vesting date of
the 2023 Rehire Option. For more information regarding the 2023 Rehire Option, see “Potential Payments Upon Termination or Change in Control.”
Our Board of Directors waived its right to have the opportunity to ratify these compensation adjustments,decisions, as all non-employee Board members were in attendance at the Committee’s meeting called for the purpose of determining Mr. Vasos’s compensation upon re-appointment as CEO.
(d) Compensation Decisions Related to Ms. Dilts’s Promotion to Executive Vice President and Chief Financial Officer
Effective May 1, 2023, our Board of Directors promoted Ms. Dilts from Senior Vice President, Finance, to Executive Vice President and Chief Financial Officer. In connection with this promotion, the Compensation Committee evaluated(1) increased Ms. Dilts’s salary to $750,000 (a 10.8% increase) and increased her target short-term incentive bonus opportunity from 50% (which is applicable to Senior Vice Presidents) to 75% (which is applicable to Executive Vice Presidents) of her base salary (prorated for the appropriate levelportion of total2023 that she served in each applicable role), in each case effective May 1, 2023; and (2) consistent with the equity vehicle the Committee typically uses to deliver other employees’ promotion equity awards, awarded Ms. Dilts a non-qualified stock option with a grant date target value of $878,297 on June 9, 2023 (the date on which the Committee determined in the normal course all equity awards to persons hired or promoted since its prior quarterly consideration of equity awards). These compensation decisions were determined by the Committee as well asa result of its consideration of the appropriate level and mix of compensation elements considering the market comparatorpeer group data with respect to each component of pay, target total cash, and target total direct pay and the Committee’s belief that the compensation package was within a reasonable range of the peer group median given the responsibilities of the position and Ms. Dilts’s experience and qualifications. The options vest 25% annually on each of the first four anniversaries of the grant date, subject to Ms. Dilts’s continued employment with us and certain accelerated vesting provisions.
(e) Compensation Decisions Related to Ms. E. Taylor’s Assumption of Additional Responsibilities
Effective June 1, 2023, in recognition of a significant increase in the scope of her responsibilities to include inventory management, the Compensation Committee increased Ms. E. Taylor’s base salary from $725,000 to $800,000 (a 10.3% increase).
(f) Compensation Decisions Related to Certain Named Executive Officer Departures in 2023
As discussed elsewhere in this proxy statement, the employment of each of Messrs. Owen, Garratt and Zuazo terminated in 2023. Payments and other benefits were provided to each such officer's levelformer officer in connection with
262024 Proxy Statement
these employment separations in accordance with the terms and conditions of experiencepre-existing applicable plans and qualificationsagreements as discussed under “Potential Payments Upon Termination or Change in Control” below. See also “Philosophy and recent compensation. Objectives” above.
In
addition,anticipation of Mr. Garratt’s June 2023 voluntary termination of employment, and to continue to ensure a smooth transition for
Mr. Garratt's short-term and long-term incentive compensation, the Committee considered the target levels applicable to our other executive vice presidents. The resulting promotion-related adjustments are set forthMs. Dilts in the
discussion below.
TableCFO position, we also entered into an engagement letter with Mr. Garratt dated May 30, 2023, pursuant to which Mr. Garratt, at his discretion and on an independent contractor basis, provided advice and consultation on various matters to the Company from time to time on an as-needed basis and at a rate of Contents
$1,500 per hour during an engagement period beginning immediately following his termination date and ending on April 1, 2024.
Base Salary.Salary
Base salary promotes our recruiting and retention objectives by reflecting the salaries for comparable positions in the competitive marketplace,
rewarding strongrecognizing performance, and providing a stable and predictable income source for our executives. Our employment agreements
with the named executive officers set forth minimum base salary levels,
butwhich the Compensation Committee retains sole discretion to increase
these levels from time to time.
(a) Routine Salary Adjustments. Our Compensation The Committee routinely considers annual base salary adjustments in March. In light of the market benchmarking data and each named executive officer's 2014 satisfactory performance rating, all such officers received the 2.95% base salary increase that was budgeted for our U.S. based employee population. Ms. Taylor, who was promoted to Executive Vice President in March 2015, received an additional 13.72% base salary increase (for a total adjustment of 16.67%) in recognition of her role and to maintain her total compensation within a reasonable range of the market median for her new position, and Mr. Garratt, who served as Senior Vice President at the time, received an additional 0.29% base salary increase (for a total adjustment of 3.24%) in further recognition of his 2014 performance (see "Use of Performance Evaluations" and "Use of Market Benchmarking Data"). The Committee chose to forego any adjustments beyond the 2.95% increase to Mr. Vasos's base salary until it was determined whether he would succeed Mr. Dreiling as CEO.
(b) Non-Routine Salary Adjustments. As a result of the evaluations discussed above pertaining to their promotions, Mr. Vasos received a salary increase from $791,042 to $1,000,000 and Mr. Garratt received a salary increase from $309,708 to $500,000, in each case effective upon the applicable promotion date and to reflect his new role and expanded responsibilities and to provide compensation that was more appropriately aligned with the market comparator group data for his new role.
Short-Term Cash Incentive Plan.Plan
Our short-term cash incentive plan, called Teamshare,
is established under our shareholder-approved Amended and Restated Annual Incentive Plan. The Teamshare program provides an opportunity to receive a cash bonus payment equal to a certain percentage of base salary based upon Dollar
General'sGeneral’s level of achievement of one or more pre-established financial performance targets. Accordingly, Teamshare fulfills an important part of our pay for performance philosophy while aligning the interests of our named executive officers and our shareholders.
(a) 2015 2023 Teamshare Structure.Structure
The Compensation Committee uses adjusted EBIT as the Teamshare financial performance measure because it is a comprehensive measure of
our corporate performance
and so is alignedthat the Committee believes aligns with our
shareholders' interests.shareholders’ interests and is reasonably consistent with the practices of the peer group. The Committee further believes that focusing Teamshare on operating profit ensures that management is focused on two of our key operating priorities: driving profitable sales growth and leveraging and reinforcing our position as a low-cost operator. For purposes of the
20152023 Teamshare program, adjusted EBIT is defined as our operating profit as calculated in accordance with U.S. generally accepted accounting principles, but
excludes:•- excludes the impact of
(a)(1) costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any transaction that results in a Change in Control (within the meaning of our Amended and Restated 2007the Dollar General Corporation 2021 Stock Incentive Plan) or
to any securities offering;
(b) gain(2) disaster-related charges; (3) LIFO provision, which exclusion shall be limited to 3% of fiscal year-end consolidated inventory balance, or
LIFO benefit, which exclusion shall be limited to 3% of fiscal year-end consolidated inventory balance (such LIFO adjustment limitations are intended to minimize extreme swings that such adjustments may have on the EBIT calculation); and (4) unless the Committee disallows any such item, (A) any unusual unplanned item or event which individually exceeds $30 million; (B) any unbudgeted loss
recognizedwhich individually exceeds $1 million as a result of
the resolution of a legal matter; (C) any
derivative instrument transactionsunplanned loss or
hedging activities; (c) gainsgain which individually exceeds $1 million related to the implementation of accounting or
losses associated withtax legislative changes or changes in federal, state or local wage or benefit mandates; and (D) any
early retirement of debt; (d) charges resulting from significant natural disasters; and (e) any significant gainsunplanned loss or
losses associated with our LIFO computation; and
•unless disallowed by the Committee, (a) non-cash asset impairments; (b) any significant loss as a result of an individual litigation, judgment or lawsuit settlement; (c) charges for business restructurings; (d) losses due to new or modified tax, legislation or accounting changes enacted after the start of fiscal 2015; (e) significant tax settlements; and (f) any significant unplanned itemsgain of a non-recurring nature which individually exceeds $1 million, provided that the combined amount of (4)(B), (C) and (D) equals or extraordinary nature.
Tableexceeds loss(es) or gain(s) of Contents
$10 million.
The Committee
used our 2015 annual financial planset the 2023 adjusted EBIT performance goal at approximately $3.592 billion, which was the adjusted EBIT target
of $1.939 billion as the target for the 2015 Teamshare program and retainedamount in our Board-approved 2023 annual financial plan. For 2023, the threshold (below which no bonus may be earned) and maximum (above which no further bonus may be earned) performance levels
atfor the adjusted EBIT performance measure were 90% and 120% of the target level,
respectively. Theserespectively, and the corresponding payout percentages at the threshold and maximum performance
levels had been used inlevel were calculated at 50% and 300%, respectively. The Committee believed that these performance and payout slopes, which were consistent with the
prior yearhistorical structure of the Teamshare program,
to more closely reflectappropriately aligned pay and performance and remained reasonably consistent with the practices of
our market comparatorthe peer group. Payouts for financial performance are based on actual
adjusted EBIT results and are interpolated on a straight-line basis between
the threshold and target
levels and between
the target and
maximum.maximum levels.
The bonus payable to each named executive officer
employed with us on the payment date upon achieving the target level of financial performance is equal to the
officer’s applicable percentage of base salary,
shown inunless the
table below. The target payout percentageCommittee elects to consider performance or other factors as allowed under the program as described above under “Use of
salary for Mr. Vasos was increased from 80% to 100% and for each of Mr. Garratt and Ms. Taylor from 50% to 65% in connection with their promotions. Except for the promotion-related decisions, these percentages for each named executive officer remained unchanged from those in effect at the end of the prior year based on the Committee's review of the market comparator group data. The promotion-related decisions for Messrs. Vasos and Garratt were determined as a result of the evaluations discussed above. | | |
Name | | Target % of
Base Salary* |
|---|
Mr. Vasos
| | 80/100 |
Mr. Garratt/Ms. Taylor
| | 50/65 |
All other named executive officers
| | 65 |
Performance Evaluations.”*Percentages for Messrs. Vasos and Garratt and Ms. Taylor are those in effect for each position held during 2015. The actual payout for each such officer is pro-rated for time in each position held during 2015. For all named executive officers, payout percentages at the threshold and maximum performance levels would be calculated at 50% and 300%, respectively, of the applicable target percentage of base salary.
(b) 2015 2023 Teamshare Results.Results
The Compensation Committee certified the adjusted EBIT performance result at
$1.957$2.597 billion
(100.92% of target) resulting in 2015 Teamshare payouts to each of Messrs. Vasos, Garratt, Flanigan and Ravener and Ms. Taylor of 109.2%(72.3% of the
target percentages set forth inadjusted EBIT target) which was below the
table above. Such amounts are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Messrs. Tehle and Sparks were ineligible to receive a payoutthreshold required for payouts under the
terms of the2023 Teamshare program
because they were not employed with us on the payment date.to named executive officers.
Long-Term Equity Incentive Program.Program
Long-term equity incentives are an important part of our pay for performance philosophy and are designed to motivate named executive officers to focus on long-term
2024 Proxy Statement27
success for shareholders while rewarding them for a long-term commitment to us. The Compensation Committee considersapproves equity awards to eligible employees, including named executive officers: (1) on an annual basis following its regularly scheduled meeting held in March and (2) who are hired or promoted following the annual equity awards, along with other one-time awards typically for retention purposes, on a quarterly basis following its regularly scheduled quarterly meetings. With respect to a new CEO, however, special meetings are called when necessary to review recommended compensation, including equity awards. At each March at its regularregularly scheduled quarterly meeting, the Committee discusses the eligible employees and considers specialthe recommended equity award values, types and, when a change to the terms of a form of award agreement are recommended, terms and conditions. However, to ensure the absence of any material, non-public information at the time of any equity award, the Committee approves the equity awards as necessary in connection with one-time events such as a new hireeach quarter via action by unanimous written consent at the earliest possible date after the quarterly meeting that falls either more than four business days before or promotion. more than one business day after our public disclosure of any material non-public information.
(a) 2023 Annual Equity Award Structure
Equity awards
areto our named executive officers in 2023 were made under our shareholder-approved
Amended and Restated 2007Dollar General Corporation 2021 Stock Incentive Plan.
(a) 2015 Annual Equity Awards. Each year, the The Compensation Committee determines a targeteddelivered the annual equity awards to all named executive officers who received an annual grant, except for Ms. Dilts, 50% in options and 50% in PSUs, believing that this mix continues to appropriately align the interests of management with those of shareholders and remains reasonably aligned with peer group practices. Because Ms. Dilts was serving as Senior Vice President, Finance, at the time of the annual equity award, value for each named executive officer derived from benchmarking information and the appropriate mix of vehicles in which to deliver such targeted value (see "Use of Market Benchmarking Data"). In 2015, the targeted value for each named executive officer was unchanged from the prior year based on the Committee's review of the market comparator group data and, for Mr. Vasos, a decision to defer consideration of any increase until it was determined whether he would succeed Mr. Dreiling as CEO. In addition, as in the prior year, the targeted value was deliveredshe received her annual grant 50% in options, 25% in PSUs and 25% in RSUs, which the Committee previously determined appropriately
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alignedwas consistent with the Committee’s established equity mix amongfor our market comparator group and balanced the incentive and retention goals of these awards.
Senior Vice Presidents.
The options are granted with a per share exercise price equal to the fair market value of one share of our common stock on the grant date. The options vest 25% annually on the April 1 of each of the four fiscal years following the fiscal year in which the grant is made, subject to the named executive officer's continued employment with us and certain accelerated vesting provisions. provisions, and have a ten-year term. The Committee believes that stock options are performance-based because they deliver value only to the extent shareholders receive value.
The RSUs are payable in shares of our common stock and vest 331/3% over three years33% annually on the April 1 of each of the first three fiscal years following the fiscal year in which the grant is made, subject to continued employment with us and certain accelerated vesting conditions. All vested RSUs will be settled in shares of our common stock on a one-for-one basis.
The PSUs can be earned if specified
financial performance goals are achieved during the
applicable performance
period (which was fiscal year 2015)periods and if certain additional vesting requirements are
met.met as discussed more specifically below. For PSUs, the Committee selects and sets targets for financial performance measures, then establishes threshold and maximum levels of performance derived fromin relation to those targets. The number of PSUs earned, if any, depends on the level of financial performance achieved versus the goals.such targets. The Committee selected adjusted EBITDA (weighted 50%) and adjusted ROIC (weighted 50%) as the 2015 financial performance measures for the PSUs at target levels equal2023 PSUs. Half of the award is subject to those used in our 2015 financial plan. Theseadjusted EBITDA performance and half of the award is subject to adjusted ROIC performance. The Committee believes that these financial measures and weightings have been usedthe mix between them ensure that management is focused on longer-term investments in our business, as the combination of the two financial targets incentivizes management to invest in profitable initiatives with sound returns, thus aligning our strategic initiatives with financial results.
For the 2023 PSU awards, a one-year performance period corresponding to our 2023 fiscal year was established for the PSUs
since 2013which are subject to
appropriately balance the
emphasis placed upon earningsadjusted EBITDA performance
as well as rigorous capital management over the long-term.measure. The adjusted EBITDA performance goal of approximately $4.428 billion was the target amount set forth in our Board-approved 2023 annual financial plan. Further increasing the focus on multi-year performance as a counterbalance to short-term incentives, the PSUs which are subject to the adjusted ROIC performance measure are subject to a three-year performance period beginning the first day of our 2023 fiscal year and extending through the last day of our 2025 fiscal year. The adjusted ROIC performance goal of 21.59% is computedthe average of the adjusted ROIC goals for each fiscal year within the performance period as set forth in our three-year financial plan as it existed at the time the PSUs were awarded.
For 2023, the threshold (below which no PSUs may be earned) and maximum (above which no further PSUs may be earned) performance levels for the adjusted EBITDA performance measure were 90% and 120% of the target level, respectively, and the corresponding payout percentages at the threshold and maximum performance level were calculated at 50% and 300%, respectively. The Committee believed that these performance and payout slopes were appropriate for the same reasons discussed under “2023 Teamshare Structure” above.
Adjusted EBITDA is calculated as income (loss) from continuing operations before cumulative effect of change in accounting principles plus interest and other financing costs, net, provision for income taxes, and depreciation and amortization, but excludes the impact of all items excluded from the 20152023 Teamshare program adjusted EBIT calculation outlined under “2023 Teamshare Structure” above, as well as share-based compensation charges. Theincluding the limitation on adjustments for LIFO in
282024 Proxy Statement
order to mitigate the impact that extreme swings in the LIFO adjustment may have on the adjusted EBITDA calculation.
Adjusted ROIC for the three-year performance targetperiod is calculated as (a)(1) the result of (x)(A) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) minimum rentals,single lease cost, minus (y)(B) taxes, divided by (b)(2) the result of (x)(A) the sum of the averages of the five most recently completed fiscal quarters of: (i) total assets, plus (ii) accumulated depreciation and amortization, minus (y)(B) the difference of the averages of the five most recently completed fiscal quarters of: (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables,
minus (v) accrued liabilities,
plus (vi) 8x minimum rentals but excludes the impact of all items excluded from the
20152023 Teamshare program adjusted EBIT calculation outlined
under “2023 Teamshare Structure” above.
The following table shows howtables show the amount (as a percent of target) of such PSUs wouldthat could be earned at each of the threshold, target, and maximum performance levels. levels for each applicable performance period, as well as the 2023 adjusted EBITDA performance result, which resulted in no PSUs being earned by each eligible named executive officer as a result of the failure to meet the threshold performance level.
| | | | | Adjusted EBITDA (2023) | |
| | Level* | | | Result v.
Target (%) | | | EBITDA
Result ($)
(in billions) | | | PSUs Earned
(% of Target) | |
| | Below Threshold | | | | | <90 | | | | | | <3.985 | | | | | | 0 | | |
| | Threshold | | | | | 90 | | | | | | 3.985 | | | | | | 50 | | |
| | Target | | | | | 100 | | | | | | 4.428 | | | | | | 100 | | |
| | Maximum | | | | | 120 | | | | | | 5.313 | | | | | | 300 | | |
| | 2023 Results | | | | | 77.6 | | | | | | 3.437 | | | | | | 0 | | |
*
PSUs earned for financial performance between thesethreshold, target, and maximum levels are interpolated in a manner similar to that used for our 20152023 Teamshare bonus program, and the number of program.
| | | | | Adjusted ROIC (2023-2025) | |
| | Level* | | | Result v.
Target (%) | | | ROIC
Result (%) | | | PSUs Earned
(% of Target) | |
| | Below Threshold | | | | | <95.4 | | | | | | <20.59 | | | | | | 0 | | |
| | Threshold | | | | | 95.4 | | | | | | 20.59 | | | | | | 50 | | |
| | Target | | | | | 100.0 | | | | | | 21.59 | | | | | | 100 | | |
| | Maximum | | | | | 104.6 | | | | | | 22.59 | | | | | | 300 | | |
*
PSUs earned could varyfor performance between 0%threshold, target, and 300% ofmaximum levels are interpolated in a manner similar to that used for our 2023 Teamshare bonus program.
Subject to certain pro-rata vesting conditions, the
target award. The following tables also showPSUs earned, if any, for adjusted ROIC performance during the
actual results of the 2015 financial performance measures and the actual number of PSUs earned. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Adjusted EBITDA | | ROIC | |
| |
|---|
| Level | | Result
v. Target
(%) | | EBITDA
Result ($)
(in millions) | | Units
Earned
(% of Target) | | Result
v. Target
(%) | | ROIC
Result
(%) | | Units
Earned
(% of Target) | | Total Units
Earned
(% of Target) | |
|---|
Below Threshold | | | <90 | | | | <2,112 | | | | 0 | | | | <94.75 | | | | <18.05 | | | | 0 | | | | 0 | | |
Threshold | | | 90 | | | | 2,112 | | | | 25 | | | | 94.75 | | | | 18.05 | | | | 25 | | | | 50 | | |
Target | | | 100 | | | | 2,347 | | | | 50 | | | | 100.00 | | | | 19.05 | | | | 50 | | | | 100 | | |
Maximum | | | 120 | | | | 2,817 | | | | 150 | | | | 110.50 | | | | 21.05 | | | | 150 | | | | 300 | | |
2015 Results | | | 100 | | | | 2,347 | | | | 50.0 | | | | 100.5 | | | | 19.14 | | | | 54.5 | | | | 104.5 | | |
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| | | | | | |
Name | | 2015 PSUs Earned | |
|---|
Mr. Vasos
| | | 5,650 | | |
Mr. Tehle*
| | | 0 | | |
Mr. Garratt
| | | 1,261 | | |
Mr. Flanigan
| | | 4,143 | | |
Mr. Ravener
| | | 4,143 | | |
Ms. Taylor
| | | 4,143 | | |
Mr. Sparks*
| | | 0 | | |
*Messrs. Tehle and Sparks forfeited the 2015 PSUs upon leaving Dollar General.
One-third of the earned PSUs vested on the last day of the one-yearthree-year performance period and the remaining two-thirds will vest equally on each of April 1, 2017 and April 1, 2018,2026, subject to the named executive officer'sapplicable officer’s continued employment with us and certain accelerated vesting provisions. All vested PSUs will be settled in shares of our common stock.
(b) 2015 Special Equity Awards. In recognition 2021 PSU Awards – Completed 2021-2023 Performance Period
Certain of
their new roles and increased responsibilities, and considering the
market comparator group dataPSUs awarded in
light of their experience and qualifications (see "Use of Market Benchmarking Data"),2021 were subject to an adjusted ROIC performance measure for a three-year performance period beginning on the
Compensation Committee approved special equity awards to each of Messrs. Vasos and Garratt. Upon his promotion to CEO, Mr. Vasos received an award of non-qualified stock options having an approximate value of $5 million to purchase 256,682 sharesfirst day of our common stock. Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of 331/3% on each of the third, fourth2021 fiscal year and fifth anniversaries of the June 3, 2015 grant date, subject to Mr. Vasos' continued employment with us and holding requirementsextending through the fifth anniversary of the grant date. The options will terminate no later than ten years from the grant date.
Upon his promotion to Chief Financial Officer, Mr. Garratt received an award of non-qualified stock options having an approximate value of $124,000 to purchase 7,829 shareslast day of our common stock. Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of 25%2023 fiscal year, based on the average adjusted ROIC for each offiscal year within the first four anniversaries of the December 2, 2015 grant date, subject to Mr. Garratt's continued employment with us.three-year period. The options will terminate no later than ten years from the grant date.
(c) 2012 Performance-Based Restricted Stock Award. In March 2012 the Compensation Committee awarded Mr. Dreiling 326,037 performance-based restricted shares of our common stock which could be earned by achieving certain earnings per share ("EPS") performance targets for fiscal years 2014 and 2015, subject to certain adjustments,average adjusted ROIC was derived from our long-termthree-year financial plan onin place at the grant date. As previously disclosed, halftime of the award vested afterand is calculated in the endsame manner as adjusted ROIC for the 2023-2025 performance period, but excludes the impact of (1) any costs, fees and expenses directly related to the consideration, negotiation, preparation or consummation
of any transaction that results in a change in control (within the meaning of the Amended and Restated 2007 Stock Incentive Plan) or any security offering; (2) disaster-related charges; (3) any gains or losses associated with our 2014 fiscal yearLIFO computation; and (4) unless the Committee disallows any such item, (A) any unbudgeted loss which individually exceeds $1 million as a result of meeting the financial target. Mr. Dreilingresolution of a legal matter or (B) any unplanned loss or gain which individually exceeds $1 million related to the implementation of accounting or tax legislative changes or changes in federal, state or local wage or benefit mandates, or (C) any unplanned loss or gain which individually exceeds $1 million of a non-recurring nature, provided that the combined amount of (A), (B) and (C) equals or exceeds loss(es) or gain(s) of $10 million in the aggregate.
The following tables show the amount (as a percent of target) of such PSUs that could be earned at each of the applicable threshold, target and maximum performance levels, as well as the actual performance result and the number of such PSUs earned by each currently-employed named executive officer.
2024 Proxy Statement29
| | | | | Adjusted ROIC (2021-2023) | |
| | Level* | | | Result v.
Target (%) | | | ROIC
Result (%) | | | PSUs Earned
(% of Target) | |
| | Below Threshold | | | <95.5 | | | <21.05 | | | | | 0 | | |
| | Threshold | | | | | 95.5 | | | | | | 21.05 | | | | | | 50 | | |
| | Target | | | | | 100.0 | | | | | | 22.05 | | | | | | 100 | | |
| | Maximum | | | | | 104.5 | | | | | | 23.05 | | | | | | 300 | | |
| | 2021-2023 Results | | | | | 104.2 | | | | | | 22.98 | | | | | | 287.09 | | |
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2023 Teamshare bonus program.
| | Name | | | 2021-2023 PSUs Earned (Adjusted ROIC) | |
| | Mr. Vasos | | | | | 38,413 | | |
| | Mr. Owen* | | | | | — | | |
| | Ms. Dilts | | | | | 904 | | |
| | Mr. Garratt* | | | | | — | | |
| | Ms. E. Taylor | | | | | 4,700 | | |
| | Ms. R. Taylor | | | | | 5,785 | | |
| | Mr. Wenkoff | | | | | 5,785 | | |
| | Mr. Zuazo* | | | | | — | | |
*
Each of Messrs. Owen, Garratt and Zuazo forfeited the
remaining half as a result of2021-2023 PSUs upon his
retirement prior to the 2015 adjusted EPS certification date. (d)departure from Dollar General.
(c) Share Ownership Guidelines and Holding Requirements. As shown below, we have adoptedRequirements
Our senior officers, including our named executive officers, are subject to share ownership guidelines and holding
requirements for senior officers.requirements. The share ownership guideline is a multiple of annual base salary as in effect
on April 1, 2013 (or, if later, the hire or promotion date). The ownership levels arefrom time to time and is to be achieved within
5 years of the later of April 1, 2013 or the April 1 next following such person's hire or promotion date.| | | | | | | | | | |
Officer Level | | | | | Multiple of Base Salary | | |
|---|
| | CEO | | | | 5X | 6X | | |
| | COO/President (if any) | | | | | 4X | | |
| | EVP | | | | | 3X | | |
| | SVP | | | | | 2X | | |
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Each senior officer is required to retain ownership of 50% of all net after-tax shares acquired from Dollar Generalissuable upon vesting or exercise of compensatory awards until the target ownership level is achieved. As of February 2, 2024, each of our currently-employed named executive officers was in compliance with our share ownership and holding requirement policy either because he or she reachesmet the target ownership level. Administrative details pertaining to these matters are established byguideline or was within the Compensation Committee.
(e) Policy Againstallotted grace period.
(d) Hedging and Pledging Transactions.Policies
Our policy prohibits Board members, and executive officers, and their Controlled Persons from (1) pledging Dollar General securities as collateral, (2) holding Dollar General securities in a margin account, and (3) hedging their ownershipagainst any decrease in the market value of equity securities awarded by Dollar General stock,and held by them, such as entering into or trading prepaid variable forward contracts, equity
swaps, collars, puts, calls, options,
(other than those granted by us)exchange funds (also known as swap funds) or other derivative instruments related to Dollar General
stock.equity securities. All other employees, as well as their Controlled Persons, are strongly discouraged from entering into these types of transactions. Controlled Persons include the Board member’s, executive officer’s or employee’s respective spouses, immediate family members sharing their home or that are economically dependent on them, entities that they control, and trusts in which they serve as a trustee or are a beneficiary.
Benefits and Perquisites.Perquisites
Our named executive officers participate in certain benefits on the same terms that are offered to all of our salaried employees. We also provide them with limited additional benefits and perquisites for retention and recruiting purposes, to replace benefit opportunities lost due to regulatory limits, and to enhance their ability to focus on our business. We do not provide tax gross-up payments
for named executive officers on any benefits and perquisites other than relocation-related items. The primary additional benefits and perquisites include the following:
•
We provide a Compensation Deferral Plancompensation deferral plan (the "CDP"“CDP”) and, for named executive officers hired or promoted prior to May 28, 2008, a defined contribution Supplemental Executive Retirement Plan (the "SERP,"“SERP,” and together with the CDP, the "CDP/“CDP/SERP Plan"Plan”).
as discussed in more detail under “Nonqualified Deferred Compensation Fiscal 2023.”
302024 Proxy Statement
•
We pay the premiums for a life insurance benefit equal to 2.5 times base salary up to a maximum of $3$4 million.
•
We pay administrative fees for short-term disability coverage, whichprovide a salary continuation program that provides income replacement offor up to 26 weeks at 100% of base salary for the first three weeks and 70% of monthly base salary in the case of a short-term disability.thereafter. We also pay the premiums under a group long-term disability plan whichthat provides 60% of base salary up to a maximum monthly benefit of $400,000.
$20,000.
•
We provide a relocation assistance program under a policy applicable to officer-level employees.
•
We
provideoffer personal financial and estate planning and tax preparation services through a third party.
CEO Employment Transition Agreement. As previously disclosed,
In addition, as a result of the terms of his employment agreement with us in order to ensure that Mr.
Dreiling retired on January 29, 2016 (the "Retirement Date"). InVasos, who returned to Dollar General from retirement, can maximize his time at our offices, we will reimburse Mr. Vasos up to $500,000 per calendar year (prorated for the 2023 calendar year) for personal air travel to and from his residences and for personal visits with his immediate family members in locations within the continental United States. Furthermore, in light of
his announced retirement plans,the benefit that it provides to the Company in the form of time efficiencies and security for Mr. Vasos, the Compensation Committee
did not undertake performance reviews foralso has authorized Mr.
Dreiling for 2014 or 2015, but rather deemed his performance to be satisfactory and determined his 2015 compensation as part of our negotiated employment transition agreement with him, effective March 10, 2015. The terms of the employment transition agreement were negotiated to secure Mr. Dreiling's services through the Retirement Date and ensure a smooth transition to his successor, and we believe the employment transition agreement successfully achieved those goals. Mr. Dreiling served as our CEO until we appointed Mr. Vasos as his successor. Thereafter, Mr. Dreiling served as Senior Advisor and as a member and Chairman of the Board through the Retirement Date. Mr. Dreiling remains subject to the business protections contained in the employment transition agreement, including non-competition and non-solicitation provisions, for two years following the Retirement Date. Pursuant to the employment transition agreement:
•Mr. Dreiling received the same 2.95% base salary increase in 2015 that was budgeted for our entire U.S.-based employee population.
•Mr. Dreiling participated in the 2015 Teamshare program at the same threshold (50% of target), target (130%) and maximum (300% of target) base salary percentage levels as the prior year, and we waived the requirement to be employed on the payment date. As
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The Transition RSU Award is a time-based award that vested in full as of the Retirement Date. Fifty percent of the award was paid on the first anniversary of the grant dateaircraft for Dollar General business, which has priority, and the remaining 50% will be paid onCommittee has reserved the second anniversaryright to revoke this permission at any time.
Further, in 2023, we provided for a third-party-conducted security assessment to audit and provide recommendations regarding Mr. Owen’s general security, including an assessment of
the grant date, subject to accelerated payment in the event of death or disability or a change in control prior to a payment date, in each case as defined in the award agreement. The Transition RSU Award is payable in an equal number of shares of Dollar General common stock, subject to reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in the award agreement, including but not limited to the breach of the business protection provisions set forth in the employment transition agreement.Severance Arrangements
As noted above, we have an employment agreement with each of our named executive officers and an employment transition agreement with Mr. Dreiling that, among other things, provide for such executive's rights upon a termination of employment in exchange for valuable business protection provisions for us. We believe that reasonable severance benefits are appropriate to protect the named executive officer against circumstances over which he or she does not have control and as consideration for the promises of non-disclosure, non-competition, non-solicitation and non-interference that we require in our employment agreements. A change in control, by itself ("single trigger"), does not trigger any severance provision applicable to our named executive officers, except for the provisions related to outstanding long-term equity awards granted prior to 2016. The 2016 annual equity awards do not provide for single trigger vesting acceleration but rather require a termination event within a certain period of time following a change in control to accelerate vesting of such equity awards.
As discussed elsewhere in this proxy statement, Messrs. Dreiling, Tehle and Sparks left Dollar General in fiscal 2015. Payments and other benefits to each such former officer in connection with these employment separations are itemized under "Potential Payments upon Termination or Change in Control as of January 29, 2016" below.
his personal residences.
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Considerations Associated with Regulatory Requirements
Under Section 162(m)
The Compensation Committee views the tax deductibility of
the Internal Revenue Code, we generally may not take a tax deduction for individualexecutive compensation
over $1 million paid in any taxable year to each of the persons who were, at the end of the fiscal year, our CEO oras one of
many factors to be considered in the
other named executive officers (other than our Chief Financial Officer). As a result, we may not deduct any salary, signing bonus or other annualcontext of its overall compensation
paid or imputed to such covered officers that causes non-performance-based compensation to exceedphilosophy and therefore reserves the
$1 million limit. Certain performance-based compensation is exempt from the deduction limit. We believe that our Amended and Restated 2007 Stock Incentive Plan and our Amended and Restated Annual Incentive Plan currently satisfy the requirements of Section 162(m). As a result, we may deduct compensation expense realized in connection with any (1) payments made under our Teamshare program, (2) stock options and stock appreciation rights, and (3) performance-based restricted stock and RSU awards. However, restricted stock or RSUs that solely vest over time are not "performance-based compensation" under Section 162(m), and we will be unable to deduct compensation expense realized in connection with those time-vested awards to persons covered by Section 162(m) to the extent their non-performance-based compensation exceeds $1 million. Our policies do not restrict the Compensation Committee from exercising discretionright to approve compensation packages that may resultnot be deductible in certain non-deductible compensation expenses but that the Committee nonetheless determines to be in our shareholders' best interests.
The Committee administers our executive compensation program with the good faith intention of complying with Section 409A of the Internal Revenue Code, which relates to the taxation of nonqualified deferred compensation arrangements.
situations it deems appropriate.
Compensation Committee Report
The Compensation Committee of our Board of Directors reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this document.
This report has been furnished by the members of the Compensation Committee:
•
Patricia D. Fili-Krushel, Chairperson
•
Warren F. Bryant Chairman
•Patricia D. Fili-Krushel
•William C. Rhodes, III
Timothy I. McGuire
The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates this report by reference therein.
2024 Proxy Statement31
Summary Compensation Table
The following table summarizes compensation paid to or earned by our named executive officers in each of the 2015, 20142023, 2022 and 20132021 fiscal years. We have omitted from this table the columns for Bonus“Bonus” and Change“Change in Pension Value and Nonqualified Deferred Compensation EarningsEarnings” because they are inapplicable.
| | Name and Principal Position(1) | | | Year | | | Salary
($)(2) | | | Stock
Awards
($)(3) | | | Option
Awards
($)(4) | | | Non-Equity
Incentive Plan
Compensation
($)(5) | | | All Other
Compensation
($)(6) | | | Total
($) | |
| | Todd J. Vasos,
Chief Executive Officer | | | | | 2023 | | | | | | 652,461 | | | | | | — | | | | | | 7,952,550 | | | | | | — | | | | | | 375,106 | | | | | | 8,980,117 | | |
| | | | 2022 | | | | | | 1,391,720 | | | | | | 5,592,354 | | | | | | 5,924,983 | | | | | | 2,520,000 | | | | | | 192,349 | | | | | | 15,621,406 | | |
| | | | 2021 | | | | | | 1,350,052 | | | | | | 5,179,592 | | | | | | 5,239,005 | | | | | | 4,544,529 | | | | | | 305,695 | | | | | | 16,618,873 | | |
| | Jeffery C. Owen,
Former Chief Executive Officer | | | | | 2023 | | | | | | 792,439 | | | | | | 3,103,843 | | | | | | 2,926,934 | | | | | | — | | | | | | 88,981 | | | | | | 6,912,197 | | |
| | | | 2022 | | | | | | 962,310 | | | | | | 1,579,023 | | | | | | 8,050,200 | | | | | | 1,344,299 | | | | | | 96,852 | | | | | | 12,032,684 | | |
| | | | 2021 | | | | | | 845,241 | | | | | | 1,072,461 | | | | | | 1,084,805 | | | | | | 1,904,528 | | | | | | 68,659 | | | | | | 4,975,694 | | |
| | Kelly M. Dilts,
Executive Vice President &
Chief Financial Officer | | | | | 2023 | | | | | | 727,261 | | | | | | 275,980 | | | | | | 898,569 | | | | | | — | | | | | | 63,390 | | | | | | 1,965,200 | | |
| | John W. Garratt,
Former President &
Chief Financial Officer | | | | | 2023 | | | | | | 309,799 | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,451 | | | | | | 376,250 | | |
| | | | 2022 | | | | | | 852,150 | | | | | | 1,052,610 | | | | | | 1,438,947 | | | | | | 884,766 | | | | | | 74,963 | | | | | | 4,303,436 | | |
| | | | 2021 | | | | | | 794,061 | | | | | | 828,781 | | | | | | 838,227 | | | | | | 1,344,028 | | | | | | 67,261 | | | | | | 3,872,358 | | |
| | Emily C. Taylor,
Executive Vice President &
Chief Merchandising Officer | | | | | 2023 | | | | | | 769,537 | | | | | | 919,726 | | | | | | 867,222 | | | | | | — | | | | | | 139,007 | | | | | | 2,695,492 | | |
| | | | 2022 | | | | | | 680,214 | | | | | | 894,708 | | | | | | 947,988 | | | | | | 622,837 | | | | | | 172,923 | | | | | | 3,318,670 | | |
| | Rhonda M. Taylor,
Executive Vice President &
General Counsel | | | | | 2023 | | | | | | 712,704 | | | | | | 919,726 | | | | | | 867,222 | | | | | | — | | | | | | 134,203 | | | | | | 2,633,855 | | |
| | | | 2022 | | | | | | 647,514 | | | | | | 894,708 | | | | | | 947,988 | | | | | | 585,953 | | | | | | 173,228 | | | | | | 3,249,391 | | |
| | | | 2021 | | | | | | 626,130 | | | | | | 780,007 | | | | | | 788,937 | | | | | | 1,059,788 | | | | | | 182,113 | | | | | | 3,436,975 | | |
| | Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer | | | | | 2023 | | | | | | 692,588 | | | | | | 781,736 | | | | | | 737,157 | | | | | | — | | | | | | 62,749 | | | | | | 2,274,230 | | |
| | | | 2022 | | | | | | 666,692 | | | | | | 894,708 | | | | | | 947,988 | | | | | | 607,500 | | | | | | 60,679 | | | | | | 3,177,567 | | |
| | | | 2021 | | | | | | 608,273 | | | | | | 780,007 | | | | | | 788,937 | | | | | | 1,051,974 | | | | | | 52,169 | | | | | | 3,281,360 | | |
| | Antonio Zuazo,
Former Executive Vice President,
Global Supply Chain | | | | | 2023 | | | | | | 177,348 | | | | | | 689,743 | | | | | | 650,430 | | | | | | — | | | | | | 2,071,473 | | | | | | 3,588,994 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position(1) | | Year | | Salary
($)(2) | | Stock
Awards
($)(3) | | Option
Awards
($)(4) | | Non-Equity
Incentive
Plan
Compensation
($)(5) | | All Other
Compensation
($) | | Total
($) | |
|---|
Todd J. Vasos, | | 2015 | | 926,605 | | 808,022 | | 5,932,285 | | | 956,548 | | | | 99,541 | (6) | | 8,723,001 | |
Chief Executive Officer | | 2014 | | 765,342 | | 821,048 | | 653,913 | | | 521,486 | | | | 67,422 | | | 2,829,211 | |
| | 2013 | | 699,549 | | 625,574 | | 422,846 | | | — | | | | 72,464 | | | 1,820,433 | |
| | | | | | | | | | | | | | | | |
Richard W. Dreiling, | | 2015 | | 1,361,760 | | 4,309,102 | | — | | | 1,942,422 | | | | 604,587 | (7) | | 8,217,871 | |
Former Chairman, | | 2014 | | 1,323,789 | | 3,503,208 | | 2,790,016 | | | 1,465,747 | | | | 681,392 | | | 9,764,152 | |
Chief Executive Officer & | | 2013 | | 1,291,515 | | 3,440,634 | | 2,059,459 | | | — | | | | 855,567 | | | 7,647,175 | |
Senior Advisor | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
John W. Garratt, | | 2015 | | 339,405 | | 180,374 | | 303,694 | | | 199,223 | | | | 66,150 | (8) | | 1,088,846 | |
Executive Vice President & | | | | | | | | | | | | | | | | | | | |
Chief Financial Officer | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
David M. Tehle, | | 2015 | | 309,572 | | 592,530 | | 599,657 | | | — | | | | 32,819 | (9) | | 1,534,578 | |
Former Executive Vice President & | | 2014 | | 727,140 | | 602,090 | | 479,529 | | | 402,558 | | | | 136,438 | | | 2,347,755 | |
Chief Financial Officer | | 2013 | | 709,413 | | 625,574 | | 374,452 | | | — | | | | 172,598 | | | 1,882,037 | |
| | | | | | | | | | | | | | | | |
John W. Flanigan, | | 2015 | | 477,339 | | 592,530 | | 599,657 | | | 340,439 | | | | 101,901 | (10) | | 2,111,866 | |
Executive Vice President, | | 2014 | | 464,029 | | 602,090 | | 479,529 | | | 256,895 | | | | 86,989 | | | 1,889,532 | |
Global Supply Chain | | 2013 | | 452,716 | | 625,574 | | 374,452 | | | — | | | | 105,319 | | | 1,558,061 | |
| | | | | | | | | | | | | | | | |
Robert D. Ravener, | | 2015 | | 521,999 | | 592,530 | | 599,657 | | | 372,291 | | | | 50,700 | (11) | | 2,137,177 | |
Executive Vice President & | | | | | | | | | | | | | | | | | | | |
Chief People Officer | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Rhonda M. Taylor, | | 2015 | | 515,645 | | 592,530 | | 599,657 | | | 362,026 | | | | 66,702 | (12) | | 2,136,560 | |
Executive Vice President & | | | | | | | | | | | | | | | | | | | |
General Counsel | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Gregory A. Sparks, | | 2015 | | 233,567 | | 592,530 | | 599,657 | | | — | | | | 823,980 | (13) | | 2,249,734 | |
Former Executive Vice President, | | 2014 | | 635,676 | | 602,090 | | 479,529 | | | 351,922 | | | | 56,960 | | | 2,126,177 | |
Store Operations | | 2013 | | 620,178 | | 625,574 | | 374,452 | | | — | | | | 300,228 | | | 1,920,432 | |
Mr. Vasos served as Chief Executive Vice President, Division President and Chief Merchandising Officer from June 2015 until November 2013 when he was promoted to Chief Operating Officer, then served in that position until his promotion to CEO in June 2015. Mr. Dreiling served as Chairman and CEO until June 20152022 and then as Chairman and Senior Advisor until his retirement on January 29, 2016.in April 2023. He resumed his position as Chief Executive Officer in October 2023. Mr. GarrattOwen served as Chief Operating Officer from August 2019 until his promotion to Chief Executive Officer in November 2022. His employment with Dollar General ended in October 2023. Ms. Dilts joined Dollar General in October 2014 and served as Senior Vice President, Finance and Strategy, until July 2015 when he assumed the role of interim Chief Financial Officer. He was promoted to Executive Vice President and Chief Financial Officer in December 2015. He2019 but was not a named executive officer for 2014.2021 or 2022. She served as Senior Vice President, Finance, until her promotion to Executive Vice President & Chief Financial Officer in May 2023. Mr. TehleGarratt served as Executive Vice President and& Chief Financial Officer from December 2015 until his departure onpromotion to President & Chief Financial Officer in September 2022. He relinquished the Chief Financial Officer role in May 2023 and resigned from Dollar General in June 30, 2015. Mr. Ravener and2023. Ms. E. Taylor joined Dollar General in August 2008 and March 2000, respectively,1998 but werewas not a named executive officersofficer for 20142021. Mr. Zuazo joined Dollar General in 2010 but was not a named executive officer for 2021 or 2013. Mr. Sparks served as Executive Vice President, Store Operations, until his departure on June 9, 2015.
2022. His employment with Dollar General ended in May 2023.
(2)
Each named executive officer other than Ms. E. Taylor deferred under the CDP, and each named executive officer contributed to our 401(k) Plan, a portion of salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 20152023 salary deferrals under the CDP are included in the applicable Nonqualified Deferred Compensation Table.
(3)
The amounts reported represent the respective aggregate grant date fair value of PSUs, andas well as RSUs solely with respect to Ms. Dilts, awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the PSUs at the
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grant date assuming that the highest level of performance conditions will be achieved are as follows for each fiscal year required to be reported for each applicable named executive officer:
| | Fiscal
Year | | | Mr. Vasos
($) | | | Mr. Owen
($) | | | Ms. Dilts
($) | | | Mr. Garratt
($) | | | Ms. E. Taylor
($) | | | Ms. R. Taylor
($) | | | Mr. Wenkoff
($) | | | Mr. Zuazo
($) | |
| | | | 2023 | | | | | | — | | | | | | 9,311,528 | | | | | | 413,971 | | | | | | — | | | | | | 2,759,179 | | | | | | 2,759,179 | | | | | | 2,345,209 | | | | | | 2,069,228 | | |
| | | | 2022 | | | | | | 16,777,061 | | | | | | 4,737,068 | | | | | | — | | | | | | 3,157,831 | | | | | | 2,684,124 | | | | | | 2,684,124 | | | | | | 2,684,124 | | | | | | — | | |
| | | | 2021 | | | | | | 15,538,775 | | | | | | 3,217,382 | | | | | | — | | | | | | 2,486,343 | | | | | | — | | | | | | 2,340,020 | | | | | | 2,340,020 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal
Year | | Mr. Vasos
($) | | Mr. Dreiling
($) | | Mr. Garratt
($) | | Mr. Tehle
($) | | Mr. Flanigan
($) | | Mr. Ravener
($) | | Ms. Taylor
($) | | Mr. Sparks
($) | |
|---|
2015 | | | 1,212,033 | | | | N/A | | | | 270,561 | | | | 888,794 | | | | 888,794 | | | | 888,794 | | | | 888,794 | | | | 888,794 | | |
2014 | | | 1,234,699 | | | | 5,268,189 | | | | N/A | | | | 905,481 | | | | 905,481 | | | | N/A | | | | N/A | | | | 905,481 | | |
2013 | | | 623,987 | | | | 3,431,879 | | | | N/A | | | | 623,987 | | | | 623,987 | | | | N/A | | | | N/A | | | | 623,987 | | |
Information regarding the assumptions made in the valuation of these awards is set forth in Note 109 of the annual consolidated financial statements in our 20152023 Form 10-K.
(4)
The amounts reported represent the respective aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is required to be reported in the applicabletable for each named executive officer, in the fiscal year indicated,each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is set forth in Note 109 of the annual consolidated financial statements in our 20152023 Form 10-K.
322024 Proxy Statement
(5)
Represents amounts, if any, earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the "Short-Term“Short-Term Cash Incentive Plan" and "CEO Employment Transition Agreement"Plan” in "Compensation“Compensation Discussion and Analysis"Analysis” above. Ms. E. Taylor and Mr. Wenkoff deferred under the CDP 20% and 12%, respectively, of her or his fiscal 2022 Teamshare bonus payment reported above. Messrs. Vasos and Wenkoff deferred under the CDP 10% and 11%, respectively, of his fiscal 2021 Teamshare bonus payment reported above.
(6)
Includes the following amounts for each named executive officer:
| | Name | | | Company Match
Contributions –
401(k)
($) | | | Company Match
Contributions –
CDP
($) | | | Company
Contributions –
SERP
($) | | | Premiums
for
Life Insurance
Program
($) | | | Payments/
Accruals in
Connection with
Termination
($)(a) | | | Consulting
Fees
($)(b) | | | Aggregate Incremental
Cost of Providing
Perquisites/Personal
Benefits
($)(c) | |
| | Mr. Vasos | | | | | 15,333 | | | | | | 16,123 | | | | | | — | | | | | | 1,369 | | | | | | — | | | | | | — | | | | | | 112,405 | | |
| | Mr. Owen | | | | | 12,047 | | | | | | 27,817 | | | | | | — | | | | | | 1,625 | | | | | | — | | | | | | — | | | | | | 47,492 | | |
| | Ms. Dilts | | | | | 16,583 | | | | | | 19,446 | | | | | | — | | | | | | 1,526 | | | | | | — | | | | | | — | | | | | | 25,835 | | |
| | Mr. Garratt | | | | | 12,937 | | | | | | 2,740 | | | | | | — | | | | | | 624 | | | | | | — | | | | | | 50,150 | | | | | | — | | |
| | Ms. E. Taylor | | | | | 16,637 | | | | | | — | | | | | | 100,472 | | | | | | 1,508 | | | | | | — | | | | | | — | | | | | | 20,390 | | |
| | Ms. R. Taylor | | | | | 16,944 | | | | | | 18,827 | | | | | | 96,937 | | | | | | 1,495 | | | | | | — | | | | | | — | | | | | | — | | |
| | Mr. Wenkoff | | | | | 16,577 | | | | | | 18,042 | | | | | | — | | | | | | 1,452 | | | | | | — | | | | | | — | | | | | | 26,678 | | |
| | Mr. Zuazo | | | | | 8,424 | | | | | | — | | | | | | — | | | | | | 354 | | | | | | 2,062,695 | | | | | | — | | | | | | — | | |
(a)
Represents amounts paid or accrued for fiscal 2023 in connection with such officer’s employment termination. See “Potential Payments Upon Termination or Change in Control.”
(b)
Represents fees earned pursuant to the engagement letter between the Company and Mr. Garratt dated May 30, 2023. See “Compensation Discussion and Analysis” above.
(c)
Perquisites and personal benefits for each of Messrs. Garratt and Zuazo and Ms. R. Taylor totaled less than $10,000 and accordingly the incremental cost is not included in the table or detailed in this footnote. None of the remaining named executive officers deferredreceived any portion of the Teamshare bonus payments reported above under the CDP.
(6)Includes $32,115 and $14,167, respectively,perquisite or personal benefit for our match contributions to the CDP and the 401(k) Plan; $1,306 for premiums paid under our life insurance program; and $51,953 which represents the aggregate incremental cost of providing certain perquisites, including $21,470 for personal security services for a limited duration, $19,514 for financial and estate planning services, $5,000 for the reimbursement of legal expenses incurred in connection with the negotiation of his employment agreement and other amounts for perquisites which individually did not equalequaled or exceedexceeded the greater of $25,000 or 10% of total perquisites except for (1) Mr. Vasos, for whom the aggregate incremental cost of personal airplane usage and related ground transportation totaled $104,090, which was calculated by adding invoiced expenses reimbursed for travel that did not involve the use of our corporate airplane ($77,850), consisting of private charter costs and ground transportation costs, and costs incurred for the use of our corporate airplane (including any “deadhead” legs) that we would not have incurred but for the personal usage ($26,240), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies, and meal and catering costs; and (2) Mr. Owen, for whom the aggregate incremental cost of providing a security assessment totaled $25,452, which represented the fee, inclusive of time and expenses, paid to the third party that conducted the assessment. The aggregate incremental cost of providing other perquisites and benefits related to: (1) for each listed officer, financial and estate planning services, premiums paid under our group long-term disability program costs associated with attendance by him and his guests at sporting events, miscellaneous gifts, nominal incremental costs incurred for a guest to accompany him on businessour accidental death and dismemberment policy, and an administrative fee for coverage under our short-term disability program, as well asprogram; (2) for Mr. Wenkoff, an executive physical medical examination; (3) for each listed officer other than Mr. Vasos, limited miscellaneous gifts and entertainment costs; and (4) for Mr. Owen and Ms. E. Taylor, limited personal travel costs incurred for spousal attendance at business events. We also offer each named executive officer certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access, at his or her option, to participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendorinsurer at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental costpays a flat fee for participation by the named executive officers in addition to certain other employees.
(7)Includes $268,303 for our contribution toeligible employee population.
Further includes the SERP and $54,675 and $13,690, respectively, for our match contributions to the CDP and the 401(k) Plan; $1,692 for premiums paid under our life insurance program; $143,456 for cash dividends accumulated on shares of unvested restricted stock that were ultimately forfeited with the shares of unvested restricted stock upon Mr. Dreiling's retirement; and $122,771 which represents the aggregate incremental cost of providing certain perquisites, including $79,539 for costs associated with personal airplane usage, $19,437 for costs associated with financial and estate planning services, $12,118 for a retirement gift, $8,417 for premiums paid under a personal portable long-term disability policy, and otherfollowing amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, costs associated with attendance by him andMr. Vasos’s Board service:
| | Fees Earned or Paid in Cash
($)(a) | | | Stock Awards
($)(b) | | | All Other Compensation
($)(c) | |
| | | | 50,372 | | | | | | 177,952 | | | | | | 1,552 | | |
(a)
Mr. Vasos deferred his
guests at sporting events, miscellaneous gifts and an administrative feecash fees earned for
coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program which is offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees. The aggregate incremental cost related to the personal airplane usage was calculated using costs we would not have incurred but for the personal usage (including costs incurredBoard service as a
resultnon-employee director under the Non-Employee Director Deferred Compensation Plan. The amounts of
"deadhead" legs of personal flights), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies and catering costs.(8)Includes $1,979 for our match contributions to the 401(k) Plan; $7,080 for tax gross-ups related to relocation; $478 for premiums paidfiscal 2023 non-employee director fee deferrals under our life insurance program; and $56,613 which represents the aggregate incremental cost of providing certain perquisites, including $53,672 for costs associated with relocation and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, costs associated with attendance by him and his guests at sporting events, miscellaneous gifts and an administrative fee for coverage under our short-term disability program, as well as coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees. The aggregate incremental cost related to relocation included expenses associated with physical movement of his household goods and costs incurred in connection with the sale of his former home (such as appraisals, inspections, pre-title expenses, title and deed costs, broker's commission, document preparation fees, recording fees and legal fees) and the purchase of his new home (including a one percent origination fee).
Table of Contents
(9)Includes $5,270 and $10,289, respectively, for our match contributions to the CDP and the 401(k) Plan; $437 for premiums paid under our life insurance program; and $16,823 which represents the aggregate incremental cost of providing certain perquisites, including $8,115 for financial and estate planning services, $8,200 for a retirement gift and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, miscellaneous gifts and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees.
(10)Includes $54,982 for our contribution to the SERP and $10,560 and $13,404, respectively, for our match contributions to the CDP and the 401(k) Plan; $673 for premiums paid under our life insurance program; and $22,282 which represents the aggregate incremental cost of providing certain perquisites, including $19,514 for financial and estate planning services and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, a directed donation to charity, costs associated with attendance by him and his guests at sporting events, miscellaneous gifts and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees.
(11)Includes $12,787 and $13,309, respectively, for our match contributions to the CDP and the 401(k) Plan; $737 for premiums paid under our life insurance program; and $23,867 which represents the aggregate incremental cost of providing certain perquisites, including $19,514 for financial and estate planning services and other amounts for perquisites which individually did not equal or exceed the greater of $25,000 or 10% of total perquisites, including premiums paid under our group long-term disability program, an executive physical, costs associated with attendance by him and his guests at sporting events, miscellaneous gifts, nominal incremental costs incurred for his spouse to accompany him on business and an administrative fee for coverage under our short-term disability program, as well as participation in a group umbrella liability insurance program offered at no incremental cost to Dollar General through a third party vendor at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General incurs no incremental cost for participation by the named executive officers in addition to certain other employees.
(12)Includes $52,521 for our contribution to the SERP and $13,453 for our match contributions to the 401(k) Plan; and $728 for premiums paid under our life insurance program. Perquisites and personal benefits totaled less than $10,000 and accordinglyNon-Employee Director Deferred Compensation Plan are not included in the table.
(13)Includes $1,088 and $10,724, respectively,Nonqualified Deferred Compensation Table pertaining to Mr. Vasos. See “Nonqualified Deferred Compensation Fiscal 2023.” See also “Director Compensation” for our match contributions to the CDP and the 401(k) Plan; $305 for premiums paid under our life insurance program; $811,863 earned or paid for fiscal 2015 in connection with his departure from Dollar General equal to the sum of: (i) $420,326 representing the earned portiona description of the salary continuation payments, (ii) $362,303 representing two timesNon-Employee Director Deferred Compensation Plan.
(b)
Represents the average percentagegrant date fair value of RSUs awarded to Mr. Vasos on May 30, 2023 for his target bonus paid or to be paid to employees atservice as a non-employee director, computed in accordance with FASB ASC Topic 718. Information regarding the same job grade level underassumptions made in the valuation of this award is included in Note 9 of the annual bonus program for officers forconsolidated financial statements in our 2023 Form 10-K.
(c)
Represents the two fiscal years immediately preceding fiscal 2015, (iii) $19,234 representing two times our annual contributiondollar value of dividend equivalents paid, accumulated or credited on unvested RSUs awarded to Mr. Vasos for his participation in our pharmacy, medical, dental and vision benefits programs and (iv) $10,000 for outplacement services. See "Potential Payments upon Termination or Change in Control" below. Perquisites and personal benefits totaled less than $10,000 and accordingly are not included in the table.service as a non-employee director.
2024 Proxy Statement33
Grants of Plan-Based Awards in Fiscal
20152023
The table below shows each named executive
officer's fiscal 2015officer’s 2023 Teamshare bonus opportunity under
"Estimated“Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.
" Actual bonus” No amounts
were earned
by such officers under the
fiscal 20152023 Teamshare program
and therefore no amounts are
shownreflected in the Summary Compensation Table
for 2023. See “2023 Compensation Generally” and
for those who received such payments, represent prorated payment on a graduated scale for financial performance between the target and maximum performance levels. See "Short-Term“Short-Term Cash Incentive
Plan"Plan” in
"Compensation“Compensation Discussion and
Analysis"Analysis” for
further discussion of
suchthe bonus opportunity under the Teamshare program.
The table below also shows information regarding equity awards made to our named executive officers for fiscal 2015,2023, all of which were granted pursuant to our Amended and Restated 20072021 Stock Incentive Plan. The awards listed under "Estimated Possible“Estimated Future Payouts Under Equity Incentive Plan Awards"Awards” include the threshold, target and maximum number of PSUs which could be earned by each applicable named executive officer based upon the level of achievement of fiscal 2015the applicable financial performance measures. The awards listed under "All“All Other Stock Awards"Awards” represent RSUs awarded to Mr. Vasos for his service as a non-employee Board member prior to his re-appointment as CEO and RSUs awarded to Ms. Dilts for her service as Senior Vice President, Finance, prior to her promotion to CFO, in each case payable in shares of common stock on a one-for-one basis that vest over time, and thetime. The awards listed under "All“All Other Option Awards"Awards” include non-qualifiednonqualified stock options that vest over time, in each case based upon the applicable named executive officer's continued employment by Dollar General.time. See "Long-Term“2023 Compensation Generally” and “Long-Term Equity Incentive Program" and "CEO Employment Transition Agreement"Program” in "Compensation“Compensation Discussion and Analysis" aboveAnalysis” and “Director Compensation” for further discussion of these awards.
| | Name | | | | | | | | | Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | | Exercise or
Base Price
of Option
Awards
($/Sh)(2) | | | Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(3) | |
| | Grant
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | |
| | Mr. Vasos | | | | | — | | | | | | 1,050,000(1) | | | | | | 2,100,000(1) | | | | | | 6,300,000(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 05/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 873 | | | | | | — | | | | | | — | | | | | | 177,952 | | |
| | | | 10/17/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 117.33 | | | | | | 7,952,550 | | |
| | Mr. Owen | | | | | — | | | | | | 843,750 | | | | | | 1,687,500 | | | | | | 5,062,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,099 | | | | | | 208.13 | | | | | | 2,926,934 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,457 | | | | | | 14,913 | | | | | | 44,739 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,103,843 | | |
| | Ms. Dilts | | | | | — | | | | | | 254,776 | | | | | | 509,553 | | | | | | 1,528,658 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,809 | | | | | | 208.13 | | | | | | 260,183 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 332 | | | | | | 663 | | | | | | 1,989 | | | | | | — | | | | | | — | | | | | | — | | | | | | 137,990 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 663 | | | | | | — | | | | | | — | | | | | | 137,990 | | |
| | | | 06/09/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,588 | | | | | | 153.05 | | | | | | 638,386 | | |
| | Mr. Garratt | | | | | — | | | | | | 468,550 | | | | | | 937,099 | | | | | | 2,811,297 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Ms. E. Taylor | | | | | — | | | | | | 290,960 | | | | | | 581,920 | | | | | | 1,745,759 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 208.13 | | | | | | 867,222 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,210 | | | | | | 4,419 | | | | | | 13,257 | | | | | | — | | | | | | — | | | | | | — | | | | | | 919,726 | | |
| | Ms. R. Taylor | | | | | — | | | | | | 271,875 | | | | | | 543,750 | | | | | | 1,631,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 208.13 | | | | | | 867,222 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,210 | | | | | | 4,419 | | | | | | 13,257 | | | | | | — | | | | | | — | | | | | | — | | | | | | 919,726 | | |
| | Mr. Wenkoff | | | | | — | | | | | | 261,028 | | | | | | 522,056 | | | | | | 1,566,167 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,625 | | | | | | 208.13 | | | | | | 737,157 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,878 | | | | | | 3,756 | | | | | | 11,268 | | | | | | — | | | | | | — | | | | | | — | | | | | | 781,736 | | |
| | Mr. Zuazo | | | | | — | | | | | | 232,025 | | | | | | 464,049 | | | | | | 1,392,147 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,022 | | | | | | 208.13 | | | | | | 650,430 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,657 | | | | | | 3,314 | | | | | | 9,942 | | | | | | — | | | | | | — | | | | | | — | | | | | | 689,743 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| |
| |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | |
Estimated Possible Payouts Under Equity Incentive Plan Awards | |
| |
| |
| |
| |
|---|
| |
| |
| | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | |
| |
| |
|---|
| |
| |
| | Exercise
or Base
Price of
Option
Awards
($/Sh)(1) | | Grant
Date Fair
Value of
Stock and
Option
Awards
($)(2) | |
|---|
| Name | | Grant
Date | | Date of
Committee Action | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | |
|---|
Mr. Vasos | | — | | | — | | | | 437,965 | | | 875,930 | | 2,627,790 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 44,786 | | | | 74.72 | | | 817,716 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 5,407 | | | | — | | | | — | | | 404,011 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 2,704 | | | | 5,407 | | | | 16,221 | | | | — | | | | — | | | | — | | | 404,011 | |
| | 6/3/15 | | | 5/27/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 256,682 | | | | 76.00 | | | 5,114,569 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Dreiling | | — | | | — | | | | 889,357 | | | 1,778,715 | | 5,336,144 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 57,670 | | | | — | | | | — | | | 4,309,102 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Garratt | | — | | | — | | | | 91,216 | | | 182,433 | | 547,298 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 10,002 | | | | 74.72 | | | 182,620 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 1,207 | | | | — | | | | — | | | 90,187 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 604 | | | | 1,207 | | | | 3,621 | | | | — | | | | — | | | | — | | | 90,187 | |
| | 12/2/15 | | | 12/1/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 7,829 | | | | 65.35 | | | 121,075 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Tehle | | — | | | — | | | | 244,256 | | | 488,513 | | 1,465,538 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 32,843 | | | | 74.72 | | | 599,657 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 3,965 | | | | — | | | | — | | | 296,265 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 1,983 | | | | 3,965 | | | | 11,895 | | | | — | | | | — | | | | — | | | 296,265 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Flanigan | | — | | | — | | | | 155,874 | | | 311,747 | | 935,241 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 32,843 | | | | 74.72 | | | 599,657 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 3,965 | | | | — | | | | — | | | 296,265 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 1,983 | | | | 3,965 | | | | 11,895 | | | | — | | | | — | | | | — | | | 296,265 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Ravener | | — | | | — | | | | 170,457 | | | 340,915 | | 1,022,744 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 32,843 | | | | 74.72 | | | 599,657 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 3,965 | | | | — | | | | — | | | 296,265 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 1,983 | | | | 3,965 | | | | 11,895 | | | | — | | | | — | | | | — | | | 296,265 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Ms. Taylor | | — | | | — | | | | 165,757 | | | 331,514 | | 994,543 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 32,843 | | | | 74.72 | | | 599,657 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 3,965 | | | | — | | | | — | | | 296,265 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 1,983 | | | | 3,965 | | | | 11,895 | | | | — | | | | — | | | | — | | | 296,265 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Sparks | | — | | | — | | | | 213,532 | | | 427,064 | | 1,281,193 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | — | | | | 32,843 | | | | 74.72 | | | 599,657 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | — | | | | — | | | | — | | | | 3,965 | | | | — | | | | — | | | 296,265 | |
| | 3/17/15 | | | 3/17/15 | | | | — | | | — | | — | | | 1,983 | | | | 3,965 | | | | 11,895 | | | | — | | | | — | | | | — | | | 296,265 | |
- (1)
The per share exercise price
Represents Mr. Vasos’s 2023 Teamshare bonus opportunity as of the 2023 Teamshare program approval date; however, Mr. Vasos became ineligible to participate in the 2023 Teamshare program when he retired in April 2023. He again became eligible to participate in the 2023 Teamshare program, on a pro-rated basis, upon his re-appointment as CEO in October 2023. In connection with his rehire, Mr. Vasos was calculatedgranted a new 2023 Teamshare bonus opportunity, with threshold, target and maximum payout opportunities of $328,846, $657,692 and $1,973,077, which reflect proration for his time in service as CEO during fiscal 2023. See “Compensation Decisions Related to Mr. Vasos” in “Compensation Discussion and Analysis.”
(2)
Calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE.
(2)
(3)
Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions. For information regarding the assumptions made in the valuation of these awards, see Note 10 of the annual consolidated financial statements included in our 2015 Form 10-K.
342024 Proxy Statement
Outstanding Equity Awards at
20152023 Fiscal Year-End
The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock Incentive Plan
(for awards granted prior to May 26, 2021) and under our 2021 Stock Incentive Plan (for awards granted on or after May 26, 2021) and held by our named executive officers as of the end of fiscal
2015. The $7.9975 exercise price in the table below reflects an adjustment made in connection with a special dividend paid to our shareholders in September 2009 to reflect the effects of such dividend on such options, as required by the terms of such options. In October 2009, we completed a reverse split of 1 share for each 1.75 shares of common stock outstanding. The exercise prices of, and number of shares outstanding under, our equity awards existing at the time of the reverse stock split were retroactively adjusted to reflect the reverse split and are reflected below.2023. We have omitted from this table
all columnsthe column for
"Equity“Equity Incentive Plan
Awards"Awards: Number of Securities Underlying Unexercised Unearned Options” because
it is inapplicable. All awards included in the table, to the extent they
have not vested, are
inapplicable. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | |
|---|
| Name | | Number of
Securities Underlying
Unexercised Options
(#)
Exercisable | | Number of
Securities Underlying
Unexercised Options
(#)
Unexercisable | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of Shares
or Units of
Stock That Have
Not Vested
(#) | | Market Value of
Shares or Units
of Stock That
Have Not Vested
($) | |
|---|
Mr. Vasos | | | 28,080 | (1) | | | 9,360 | (1) | | | 45.25 | | | | 03/20/2022 | | | | — | | | | — | | |
| | | 13,746 | (2) | | | 13,746 | (2) | | | 48.11 | | | | 03/18/2023 | | | | — | | | | — | | |
| | | 1,440 | (3) | | | 1,440 | (3) | | | 56.48 | | | | 12/03/2023 | | | | — | | | | — | | |
| | | 9,483 | (4) | | | 28,443 | (4) | | | 57.91 | | | | 03/18/2024 | | | | — | | | | — | | |
| | | — | | | | 44,786 | (5) | | | 74.72 | | | | 03/17/2025 | | | | — | | | | — | | |
| | | — | | | | 256,682 | (6) | | | 76.00 | | | | 06/03/2025 | | | | — | | | | — | | |
| | | — | | | | — | | | | — | | | | — | | | | 854 | (7) | | | 64,101 | (7) | |
| | | — | | | | — | | | | — | | | | — | | | | 4,506 | (8) | | | 338,220 | (8) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,766 | (9) | | | 282,676 | (9) | |
| | | — | | | | — | | | | — | | | | — | | | | 2,172 | (10) | | | 163,030 | (10) | |
| | | — | | | | — | | | | — | | | | — | | | | 4,714 | (11) | | | 353,833 | (11) | |
| | | — | | | | — | | | | — | | | | — | | | | 5,407 | (12) | | | 405,849 | (12) | |
| | | | | | | | | | | | | | |
Mr. Dreiling | | | — | | | | 57,056 | (1) | | | 45.25 | | | | 03/20/2022 | | | | — | | | | — | | |
| | | — | | | | 37,801 | (2) | | | 48.11 | | | | 03/18/2023 | | | | — | | | | — | | |
| | | — | | | | 40,454 | (4) | | | 57.91 | | | | 03/18/2024 | | | | — | | | | — | | |
| | | | | | | | | | | | | | |
Mr. Garratt | | | 1,260 | (13) | | | 3,771 | (13) | | | 66.69 | | | | 12/03/2024 | | | | — | | | | — | | |
| | | — | | | | 10,002 | (5) | | | 74.72 | | | | 03/17/2025 | | | | — | | | | — | | |
| | | — | | | | 7,829 | (14) | | | 65.35 | | | | 12/02/2025 | | | | — | | | | — | | |
| | | — | | | | — | | | | — | | | | — | | | | 840 | (9) | | | 63,050 | (9) | |
| | | — | | | | — | | | | — | | | | — | | | | 1,207 | (12) | | | 90,597 | (12) | |
| | | | | | | | | | | | | | |
Mr. Tehle | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |
| | | | | | | | | | | | | | |
Mr. Flanigan | | | 28,080 | (1) | | | 9,360 | (1) | | | 45.25 | | | | 03/20/2022 | | | | — | | | | — | | |
| | | 13,746 | (2) | | | 13,746 | (2) | | | 48.11 | | | | 03/18/2023 | | | | — | | | | — | | |
| | | 6,953 | (4) | | | 20,859 | (4) | | | 57.91 | | | | 03/18/2024 | | | | — | | | | — | | |
| | | — | | | | 32,843 | (5) | | | 74.72 | | | | 03/17/2025 | | | | — | | | | — | | |
| | | — | | | | — | | | | — | | | | — | | | | 854 | (7) | | | 64,101 | (7) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,304 | (8) | | | 247,998 | (8) | |
| | | — | | | | — | | | | — | | | | — | | | | 2,762 | (9) | | | 207,316 | (9) | |
| | | — | | | | — | | | | — | | | | — | | | | 2,172 | (10) | | | 163,030 | (10) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,456 | (11) | | | 259,407 | (11) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,965 | (12) | | | 297,613 | (12) | |
| | | | | | | | | | | | | | |
Mr. Ravener | | | 3,094 | (15) | | | — | | | | 7.9975 | | | | 08/28/2018 | | | | — | | | | — | | |
| | | 18,094 | (16) | | | — | | | | 7.9975 | | | | 12/19/2018 | | | | — | | | | — | | |
| | | 49,019 | (17) | | | — | | | | 25.25 | | | | 03/24/2020 | | | | — | | | | — | | |
| | | 28,080 | (1) | | | 9,360 | (1) | | | 45.25 | | | | 03/20/2022 | | | | — | | | | — | | |
| | | 13,746 | (2) | | | 13,746 | (2) | | | 48.11 | | | | 03/18/2023 | | | | — | | | | — | | |
| | | 6,953 | (4) | | | 20,859 | (4) | | | 57.91 | | | | 03/18/2024 | | | | — | | | | — | | |
| | | — | | | | 32,843 | (5) | | | 74.72 | | | | 03/17/2025 | | | | — | | | | — | | |
| | | — | | | | — | | | | — | | | | — | | | | 854 | (7) | | | 64,101 | (7) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,304 | (8) | | | 247,998 | (8) | |
| | | — | | | | — | | | | — | | | | — | | | | 2,762 | (9) | | | 207,316 | (9) | |
| | | — | | | | — | | | | — | | | | — | | | | 2,172 | (10) | | | 163,030 | (10) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,456 | (11) | | | 259,407 | (11) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,965 | (12) | | | 297,613 | (12) | |
| | | | | | | | | | | | | | |
Table of Contents
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | |
|---|
| Name | | Number of
Securities Underlying
Unexercised Options
(#)
Exercisable | | Number of
Securities Underlying
Unexercised Options
(#)
Unexercisable | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of Shares
or Units of
Stock That Have
Not Vested
(#) | | Market Value of
Shares or Units
of Stock That
Have Not Vested
($) | |
|---|
Ms. Taylor | | | 10,284 | (18) | | | — | | | | 25.25 | | | | 03/24/2020 | | | | — | | | | — | | |
| | | 3,547 | (1) | | | 1,182 | (1) | | | 45.25 | | | | 03/20/2022 | | | | — | | | | — | | |
| | | 1,501 | (2) | | | 1,498 | (2) | | | 48.11 | | | | 03/18/2023 | | | | — | | | | — | | |
| | | 3,454 | (19) | | | 3,454 | (19) | | | 54.48 | | | | 05/28/2023 | | | | — | | | | — | | |
| | | 2,119 | (4) | | | 6,351 | (4) | | | 57.91 | | | | 03/18/2024 | | | | — | | | | — | | |
| | | — | | | | 32,843 | (5) | | | 74.72 | | | | 03/17/2025 | | | | — | | | | — | | |
| | | — | | | | — | | | | — | | | | — | | | | 93 | (7) | | | 6,981 | (7) | |
| | | — | | | | — | | | | — | | | | — | | | | 1,006 | (8) | | | 75,510 | (8) | |
| | | — | | | | — | | | | — | | | | — | | | | 2,762 | (9) | | | 207,316 | (9) | |
| | | — | | | | — | | | | — | | | | — | | | | 237 | (10) | | | 17,789 | (10) | |
| | | — | | | | — | | | | — | | | | — | | | | 1,052 | (11) | | | 78,963 | (11) | |
| | | — | | | | — | | | | — | | | | — | | | | 3,965 | (12) | | | 297,613 | (12) | |
| | | | | | | | | | | | | | |
Mr. Sparks | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |
(1)These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of March 20, 2012, subject to certain accelerated vesting provisions as described in "Potential“Potential Payments uponUpon Termination or Change in Control" below.
(2)These optionsControl.” PSUs and RSUs reported in the table are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of March 18, 2013, subject to certain accelerated vesting provisions as describedpayable in "Potential Payments upon Termination or Change in Control" below.
(3)These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of December 3, 2013, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.
(4)These options are part of a grant of time-based options with a vesting schedule of 25% per year on each of the first four anniversaries of March 18, 2014, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.
(5)These options are part of a grant of time-based options with a vesting schedule of 25% per year on April 1 of 2016, 2017, 2018 and 2019, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.
(6)These options are part of a grant of time-based options with a vesting schedule of 331/3% per year on each of the third, fourth and fifth anniversaries of June 3, 2015, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.
(7)Represents PSUs, to be paid in an equal number of shares of our common stock earned ason a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2013 and scheduled to vest on March 18, 2016, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 29, 2016.
(8)Represents PSUs, to be paid in an equal number of shares of our common stock, earned as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2014 and scheduled to vest 50% per year on March 18, 2016 and March 18, 2017, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 29, 2016.
(9)Represents PSUs, to be paid in an equal number of shares of our common stock, earned as a result of our performance versus certain adjusted EBITDA and ROIC targets for fiscal 2015 and scheduled to vest 50% per year on April 1, 2017 and April 1, 2018, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computedone-for-one basis.
| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1) | | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1) | |
| | Mr. Vasos | | | | | 03/17/2020 | | | | | | 33,430(2) | | | | | | 33,430(3) | | | | | | 154.53 | | | | | | 04/01/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | 30,744(2) | | | | | | 61,488(4) | | | | | | 193.55 | | | | | | 04/01/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | 31,155(2) | | | | | | 31,155(5) | | | | | | 214.25 | | | | | | 04/01/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 10/17/2023 | | | | | | — | | | | | | 250,000(6) | | | | | | 117.33 | | | | | | 10/17/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,159(7) | | | | | | 6,421,169 | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,075(8) | | | | | | 691,012 | | |
| | | | 05/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 884(9) | | | | | | 120,425 | | | | | | — | | | | | | — | | |
| | Mr. Owen | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Ms. Dilts | | | | | 08/27/2019 | | | | | | 5,732(10) | | | | | | — | | | | | | 138.75 | | | | | | 08/27/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/17/2020 | | | | | | 3,789(11) | | | | | | 1,263(11) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | ��� | | 03/16/2021 | | | | | | 2,895(11) | | | | | | 2,892(11) | | | | | | 193.55 | | | | | | 03/16/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | 3,812(11) | | | | | | 11,436(11) | | | | | | 214.25 | | | | | | 03/15/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | 4,809(11) | | | | | | 208.13 | | | | | | 03/28/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 06/09/2023 | | | | | | — | | | | | | 15,588(10) | | | | | | 153.05 | | | | | | 06/09/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,110(7) | | | | | | 151,138 | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 818(12) | | | | | | 111,379 | | | | | | 798(8) | | | | | | 108,656 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 166(13) | | | | | | 22,603 | | |
| | | | 03/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 210(14) | | | | | | 28,594 | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,064(15) | | | | | | 144,874 | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 663(16) | | | | | | 90,274 | | | | | | — | | | | | | — | | |
| | Mr. Garratt | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Ms. E. Taylor | | | | | 03/22/2017 | | | | | | 4,508(11) | | | | | | — | | | | | | 70.68 | | | | | | 03/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/21/2018 | | | | | | 6,583(11) | | | | | | — | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/20/2019 | | | | | | 5,617(11) | | | | | | — | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/17/2020 | | | | | | 5,572(11) | | | | | | 1,857(11) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 12/01/2020 | | | | | | 2,745(10) | | | | | | 914(10) | | | | | | 219.84 | | | | | | 12/01/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | 7,525(11) | | | | | | 7,522(11) | | | | | | 193.55 | | | | | | 03/16/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | 4,987(11) | | | | | | 14,952(11) | | | | | | 214.25 | | | | | | 03/15/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | 16,029(11) | | | | | | 208.13 | | | | | | 03/28/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
| | | | 03/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,770(7) | | | | | | 785,643 | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,140(12) | | | | | | 291,382 | | | | | | 2,088(8) | | | | | | 284,302 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,105(13) | | | | | | 150,457 | | |
2024 Proxy Statement35
| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1) | | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1) | |
| | Ms. R. Taylor | | | | | 03/20/2019 | | | | | | 5,617(11) | | | | | | — | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/17/2020 | | | | | | 16,716(11) | | | | | | 5,571(11) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | 9,261(11) | | | | | | 9,258(11) | | | | | | 193.55 | | | | | | 03/16/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | 4,987(11) | | | | | | 14,952(11) | | | | | | 214.25 | | | | | | 03/15/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | 16,029(11) | | | | | | 208.13 | | | | | | 03/28/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,102(7) | | | | | | 967,008 | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,140(12) | | | | | | 291,382 | | | | | | 2,088(8) | | | | | | 284,302 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,105(13) | | | | | | 150,457 | | |
| | Mr. Wenkoff | | | | | 08/29/2017 | | | | | | 6,412(10) | | | | | | — | | | | | | 76.89 | | | | | | 08/29/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/21/2018 | | | | | | 25,545(11) | | | | | | — | | | | | | 92.98 | | | | | | 03/21/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/20/2019 | | | | | | 20,865(11) | | | | | | — | | | | | | 117.13 | | | | | | 03/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/17/2020 | | | | | | 16,716(11) | | | | | | 5,571(11) | | | | | | 154.53 | | | | | | 03/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | 9,261(11) | | | | | | 9,258(11) | | | | | | 193.55 | | | | | | 03/16/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | 4,987(11) | | | | | | 14,952(11) | | | | | | 214.25 | | | | | | 03/15/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/28/2023 | | | | | | — | | | | | | 13,625(11) | | | | | | 208.13 | | | | | | 03/28/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 03/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,102 (7) | | | | | | 967,008 | | | | | | — | | | | | | — | | |
| | | | 03/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,140(12) | | | | | | 291,382 | | | | | | 2,088(8) | | | | | | 284,302 | | |
| | | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 939(13) | | | | | | 127,854 | | |
| | Mr. Zuazo | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
(1)
Computed by multiplying the number of units by the closing market price of one share of our common stock on January 29, 2016.
(10)Represents RSUs, to be paid in an equal number of shares of our common stock, which are scheduledFebruary 2, 2024, as reported by the NYSE.
(2)
Vested on April 1, 2023.
(3)
Scheduled to vest on March 18, 2016, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one share of our common stock on January 29, 2016.
(11)Represents RSUs, to be paid in an equal number of shares of our common stock, which are scheduledApril 1, 2024.
(4)
Scheduled to vest 50% per year on April 1, 2024, and April 1, 2025.
(5)
Scheduled to vest on March 18, 2016 and March 18, 2017, subject15, 2024.
(6)
Scheduled to certain accelerated vesting provisionsvest on October 12, 2027.
(7)
Part of a PSU grant, 19% of which were earned as described in "Potential Payments upon Termination or Change in Control" below. The market value was computed by multiplying the number of such units by the closing market price of one sharea result of our common stock on January 29, 2016.
Tablefiscal 2021 adjusted EBITDA performance and 81% of Contents
(12)Represents RSUs, to be paid in an equal number of shareswhich were earned as a result of our common stock, which2021-2023 adjusted ROIC performance, and in each case are scheduled to vest in three equal installments on April 1, 2016,2024.
(8)
Part of a PSU grant that is scheduled to vest on April 1, 2017 and April 1, 2018, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.2025, if the adjusted ROIC performance goal is achieved for fiscal years 2022-2024. The market value was computed by multiplying the number of PSUs reported in this column assumes achievement of the target level of adjusted ROIC performance for the performance period, and is pro-rated for Mr. Vasos for his months of employment during the performance period prior to his April 2023 retirement. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period.
(9)
Time-based RSUs awarded for service as a non-employee director and scheduled to vest on May 30, 2024, including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such units by the closing market price of one share of our common stock on January 29, 2016.
(13)These options are part of a grant of time-based options with a vesting schedule ofRSUs.
(10)
Vested or scheduled to vest, as applicable, as to 25% per year on each of the first four anniversaries of December 3, 2014, subjectthe grant date.
(11)
Vested or scheduled to certain accelerated vesting provisionsvest, as described in "Potential Payments upon Termination or Change in Control" below.
(14)These options are part of a grant of time-based options with a vesting schedule ofapplicable, as to 25% pereach year on each of the first four anniversaries of December 2, 2015, subject to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.
(15)These options vested on August 25, 2013.
(16)These options vested in increments of 208 shares onthe April 3, 2013; 1,029 shares on April 22, 2013; 4,680 shares on July 11, 2013; 11,428 shares on August 25, 2013; and 749 shares on December 11, 2013.
(17)These options vested in increments of 6,516 shares on February 1 2013; 13,422 shares on each of March 24, 2013, January 31, 2014 and March 24, 2014; and 2,237 shares on January 30, 2015.
(18)These options vested in increments of 1,072 shares on January 28, 2011; 1,286 shares on each of March 24, 2011, February 3, 2012 and March 24, 2012; 1,285 shares on each of February 1, 2013, March 24, 2013, January 31, 2014 and March 24, 2014; and 214 shares on January 30, 2015.
(19)These options are partfollowing the grant date.
(12)
Part of a PSU grant that was earned as a result of time-based options with a vesting schedule of 25%our fiscal 2022 adjusted EBITDA performance and is scheduled to vest 50% per year on each of April 1, 2024, and April 1, 2025.
(13)
Part of a PSU grant that is scheduled to vest on April 1, 2026, if the first four anniversariesadjusted ROIC performance goal is achieved for fiscal years 2023-2025. The number of May 28, 2013, subjectPSUs reported in this column assumes achievement of the threshold level of adjusted ROIC performance for the performance period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period.
(14)
Time-based RSUs scheduled to certain accelerated vesting provisions as described in "Potential Payments upon Termination or Change in Control" below.vest on April 1, 2024.
(15)
Time-based RSUs scheduled to vest 50% per year on April 1, 2024, and April 1, 2025.
(16)
Time-based RSUs scheduled to vest 331∕3% per year on April 1, 2024, April 1, 2025, and April 1, 2026.
362024 Proxy Statement
Option Exercises and Stock Vested During Fiscal 2015
2023
| | | | | Option Awards | | | Stock Awards | |
| | Name | | | Number of
Shares
Acquired on
Exercise
(#)(1) | | | Value Realized
on Exercise
($)(2) | | | Number of
Shares
Acquired on
Vesting
(#)(3) | | | Value Realized
on Vesting
($)(4) | |
| | Mr. Vasos | | | | | 32,099 | | | | | | 1,270,860 | | | | | | 72,426 | | | | | | 15,242,776 | | |
| | Mr. Owen | | | | | 160,631 | | | | | | 6,913,555 | | | | | | 17,630 | | | | | | 3,710,410 | | |
| | Ms. Dilts | | | | | — | | | | | | — | | | | | | 2,615 | | | | | | 550,353 | | |
| | Mr. Garratt | | | | | 22,718 | | | | | | 530,719 | | | | | | 12,792 | | | | | | 2,692,204 | | |
| | Ms. E. Taylor | | | | | — | | | | | | — | | | | | | 3,985 | | | | | | 838,683 | | |
| | Ms. R. Taylor | | | | | — | | | | | | — | | | | | | 11,885 | | | | | | 2,501,317 | | |
| | Mr. Wenkoff | | | | | — | | | | | | — | | | | | | 11,885 | | | | | | 2,501,317 | | |
| | Mr. Zuazo | | | | | 29,000 | | | | | | 2,094,206 | | | | | | 3,021 | | | | | | 635,800 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | |
|---|
| Name | | Number of
Shares
Acquired on
Exercise
(#)(1) | | Value Realized
on Exercise
($)(2) | | Number of
Shares
Acquired on
Vesting
(#)(3) | | Value Realized
on Vesting
($)(4) | |
|---|
Mr. Vasos | | | — | | | | — | | | | 9,414 | | | | 709,937 | | |
Mr. Dreiling | | | 398,880 | | | | 13,206,896 | | | | 296,797 | | | | 21,638,854 | | |
Mr. Garratt | | | — | | | | — | | | | 421 | | | | 31,600 | | |
Mr. Tehle | | | 48,779 | | | | 1,399,187 | | | | 6,902 | | | | 521,179 | | |
Mr. Flanigan | | | 28,449 | | | | 1,437,362 | | | | 8,283 | | | | 624,837 | | |
Mr. Ravener | | | — | | | | — | | | | 8,283 | | | | 624,837 | | |
Ms. Taylor | | | — | | | | — | | | | 2,509 | | | | 188,803 | | |
Mr. Sparks | | | 48,779 | | | | 1,426,209 | | | | 6,902 | | | | 521,179 | | |
Represents the gross number of option shares exercised, without deduction for shares that may have been surrendered or withheld to satisfy the exercise price or applicable tax withholding obligations.
(2)
Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common stock and the exercise price. For shares that were sold immediately upon exercise, the market price is the actual sales price on the date of exercise. Otherwise, the market price is the closing price of our common stock on the date of exercise andas reported by the exercise price.
NYSE.
(3)
Represents the gross number of shares acquired upon vesting, of PSUs and RSUs, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. For Mr. Dreiling, the reported amounts include shares underlying RSUs that vested on January 29, 2016 but are subject to delayed payment, including 57,670 RSUs scheduled to be paid 50% on March 17, 2016 and 50% on March 17, 2017, and 22,005 RSUs scheduled to be paid on July 30, 2016, in each case subject to certain accelerated payment provisions.
(4)
Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date. As discussed in more detail in footnote 3, for Mr. Dreiling,date as reported by the reported value realized includes the value associated with shares underlying RSUs that vested on January 29, 2016 but are subject to delayed payment.NYSE.
Table of Contents
Pension Benefits
Fiscal
20152023
We have omitted the Pension Benefits table because it is inapplicable.
Nonqualified Deferred Compensation
Fiscal
20152023
(a) CDP/SERP Plan. Information regarding each named executive officer'sofficer’s participation in our CDP/SERP Plan is included in the following table. The material terms of the CDP/SERP Plan are described after the table. Please also see "Benefits“Benefits and Perquisites"Perquisites” in "Compensation“Compensation Discussion and Analysis"Analysis” above.
| | Name | | | Executive
Contributions
in Last FY
($)(1) | | | Registrant
Contributions
in Last FY
($)(2) | | | Aggregate
Earnings
in Last FY
($)(3) | | | Aggregate
Withdrawals/
Distributions
in Last FY
($)(4)(5) | | | Aggregate
Balance at
Last FYE
($)(5) | |
| | Mr. Vasos | | | | | 55,957 | | | | | | 16,123 | | | | | | 206,837 | | | | | | (3,451,085) | | | | | | 62,246 | | |
| | Mr. Owen | | | | | 39,629 | | | | | | 27,817 | | | | | | 77,546 | | | | | | — | | | | | | 684,689 | | |
| | Ms. Dilts | | | | | 42,613 | | | | | | 19,446 | | | | | | 34,713 | | | | | | — | | | | | | 382,384 | | |
| | Mr. Garratt | | | | | 15,490 | | | | | | 2,740 | | | | | | 66,784 | | | | | | (771,020) | | | | | | — | | |
| | Ms. E. Taylor | | | | | 124,567 | | | | | | 100,472 | | | | | | 326,217 | | | | | | — | | | | | | 2,653,856 | | |
| | Ms. R. Taylor | | | | | 32,614 | | | | | | 115,764 | | | | | | 234,792 | | | | | | — | | | | | | 2,647,043 | | |
| | Mr. Wenkoff | | | | | 156,011 | | | | | | 18,042 | | | | | | 96,627 | | | | | | — | | | | | | 951,257 | | |
| | Mr. Zuazo | | | | | 224,867 | | | | | | — | | | | | | 134,680 | | | | | | (1,062,319) | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Executive
Contributions
in Last FY
($)(1) | | Registrant
Contributions
in Last FY
($)(2) | | Aggregate
Earnings
in Last FY
($)(3) | | Aggregate
Withdrawals/
Distributions
($)(4) | | Aggregate
Balance
at Last FYE
($)(5) | |
|---|
Mr. Vasos | | | 46,330 | | | | 32,115 | | | | (10,963 | ) | | | — | | | | 533,614 | | |
Mr. Dreiling | | | 62,387 | | | | 322,977 | | | | 18,456 | | | | — | | | | 2,880,653 | | |
Mr. Garratt | | | 2,083 | | | | — | | | | 25 | | | | — | | | | 2,108 | | |
Mr. Tehle | | | 15,479 | | | | 5,270 | | | | (135,029 | ) | | | (1,980,227 | ) | | | 0 | | |
Mr. Flanigan | | | 21,869 | | | | 65,541 | | | | (13,666 | ) | | | — | | | | 618,838 | | |
Mr. Ravener | | | 26,100 | | | | 12,787 | | | | (10,107 | ) | | | — | | | | 333,425 | | |
Ms. Taylor | | | 2,188 | | | | 52,521 | | | | (6,662 | ) | | | — | | | | 208,177 | | |
Mr. Sparks | | | 11,678 | | | | 1,088 | | | | 10 | | | | (116,204 | ) | | | 0 | | |
Of the reported amounts, for each named executive officerthe following are reported in the Summary Compensation Table as "Salary"“Salary” for 2015.
2023: Mr. Vasos ($55,957); Mr. Owen ($39,629); Ms. Dilts ($42,613); Mr. Garratt ($15,490); Ms. E. Taylor ($0); Ms. R. Taylor ($32,614); Mr. Wenkoff ($83,111); and Mr. Zuazo ($8,867).
(2)
Reported as "All“All Other Compensation"Compensation” in the Summary Compensation Table.
(3)
The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings.
(4)
Each distribution was made following Messrs. Tehle'sVasos’s, Garratt’s and Sparks'sZuazo’s respective service termination pursuant to prior elections made under the CDP/SERPCDP Plan.
(5)
Of the amounts reported, the following were previously reported as compensation to the named executive officer for years prior to 20152023 in a Summary Compensation Table: Mr. Vasos ($374,751)2,702,851); Mr. DreilingOwen ($2,183,084)424,966); Ms. Dilts ($0); Mr. TehleGarratt ($1,475,241)564,737); Ms. E. Taylor ($253,522); Ms. R. Taylor ($1,736,885); Mr. FlaniganWenkoff ($149,969); Mr. Ravener ($31,747); each of Mr. Garratt and Ms. Taylor ($0)524,822); and Mr. SparksZuazo ($102,228)0).
2024 Proxy Statement37
Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of his
or her base salary if his
or her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal Revenue Code, and up to 100% of his
or her bonus pay if his
or her compensation equals or exceeds the highly compensated limit under Section 414(q)(1)(B) of the Internal Revenue Code. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary offset by the amount of match-eligible salary under the 401(k) Plan. All named executive officers are 100% vested in
all compensation and matching deferrals and earnings on those deferrals.
Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a participant'sparticipant’s annual salary and bonus to alleligible participants who are actively employed in an eligible job grade on January 1 and continue to be employed as of December 31 of a given year. Persons hired after May 27, 2008, including Messrs. Vasos, Garratt, Ravener and Sparks, are not eligible to participate in the SERP. The contribution percentage is based on age, years of service, and job grade. Persons hired after May 27, 2008, are not eligible to participate in the SERP. The fiscal 20152023 contribution percentage was 9.5% for Mr. Dreiling and 7.5% for each of Mr. FlaniganMss. E. Taylor and Ms. Taylor. Mr. Tehle was not eligible for a fiscal 2015 SERP contribution because he was not employed asR. Taylor, each of December 31, 2015. All applicable named executive officers arewhom is 100% vested in their respectiveher SERP amounts.account. No other named executive officer was eligible to participate in the SERP in 2023.
Table of Contents
The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, which is then invested at the participant'sparticipant’s option in an account that mirrors the performance of a fund or funds selected by the Compensation Committee or its delegate. Beginning on August 2, 2008, theseThese funds are identical to the funds offered in our 401(k) Plan.
A
For a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose CDP account balance or SERP account balance exceeds
$25,000 may elect for thatcertain dollar thresholds, the account balance
towill be paid
in cash by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or (c) a combination of lump sum and
installments.installments, pursuant to the participant’s election. Otherwise, payment is made in a lump sum. The vested amount will be payable at the time designated by the CDP/SERP Plan upon the
participant'sparticipant’s termination of employment. A
participant'sparticipant’s CDP/SERP
Plan benefit normally is payable in the following February if employment ceases during the first
6six months of a calendar year or is payable in the following August if employment ceases during the last
6six months of a calendar year. However, participants may elect to receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided that the date of distribution is no sooner than
5five years after the end of the year in which the amounts were deferred. In addition, a participant who is actively employed may request an
"unforeseeable“unforeseeable emergency
hardship"hardship” in-service lump sum distribution of vested amounts credited to the
participant'sparticipant’s CDP account. Account balances are payable in cash.
As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities through July 6, 2007, were fully funded into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan between July 6, 2007, and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after October 15, 2007, are unfunded.
(b) Non-Employee Director Deferred Compensation Plan. Information regarding Mr. Vasos’s participation in our Non-Employee Director Deferred Compensation Plan is included in the following table. As discussed in footnote 6 to the Summary Compensation Table, Mr. Vasos deferred under the Non-Employee Director Deferred Compensation Plan his cash fees earned for Board service during the period in 2023 that he served as a non-employee director. The material terms of the Non-Employee Director Deferred Compensation Plan are described in the “Director Compensation” section. We have omitted from this table the columns pertaining to “Registrant Contributions” and “Aggregate Withdrawals/Distributions” during the fiscal year because they are inapplicable.
| | Name | | | Executive
Contributions
in Last FY
($)(1) | | | Aggregate
Earnings in
Last FY
($)(2) | | | Aggregate
Balance at
Last FYE
($) | |
| | Mr. Vasos | | | | | 50,372 | | | | | | 5,930 | | | | | | 56,302 | | |
(1)
The amount shown is reported as “Fees Earned or Paid in Cash” for 2023 in the “All Other Compensation” column of the Summary Compensation Table.
(2)
The amount shown is not reported in the Summary Compensation Table because it does not represent above-market or preferential earnings.
382024 Proxy Statement
Potential Payments
uponUpon Termination or Change in Control
Our agreements with our named executive officers and certain plans and programs in which our named executive officersthey participate, in each case as in effect at the end of our 2015 fiscal year,2023, provide for benefits or payments upon certain employment termination or change in control events or, for Mr. Vasos only, Board service termination events. TheseWe discuss these benefits and payments are discussed below except to the extent a benefit or payment isthey are available generally to all salaried employees and doesdo not discriminate in favor of our executive officers or to the extent already discussed under "Nonqualified“Nonqualified Deferred Compensation Fiscal 2015"2023” above. BecauseThe discussion of equity awards in each scenario includes nonqualified stock options outstanding as of the end of 2023; RSUs outstanding as of the end of 2023 awarded to Ms. Dilts in 2021, 2022 and 2023 prior to her promotion to Executive Vice President; RSUs outstanding as of the end of the 2023 awarded to Mr. Vasos in May 2023 when he was a non-employee director (“2023 NED RSUs”); and PSUs awarded in 2021 (“2021 PSUs”), 2022 (“2022 PSUs”) and 2023 (“2023 PSUs” and, collectively with the 2021 PSUs and the 2022 PSUs, the “PSUs”). In all scenarios discussed below, stock options may not be exercised any later than the 10th anniversary of the grant date. All equity awards discussed below were awarded under our 2021 Stock Incentive Plan except for stock options awarded on or prior to May 25, 2021, the RSUs awarded to Ms. Dilts in 2021, and the 2021 PSUs, each of Messrs. Dreiling's, Tehle'swhich were awarded under our Amended and Sparks'sRestated 2007 Stock Incentive Plan.
Because Mr. Owen’s, Mr. Garratt’s and Mr. Zuazo’s employment ended on oreffective October 12, 2023, June 2, 2023, and May 15, 2023, respectively, each of which was before the end of our 20152023 fiscal year, we discuss below only the payments and benefits each hassuch person received or will receive in connection therewith.with his applicable termination scenario. Such payments and benefits to Messrs. Owen and Zuazo are described under “Payments Upon Involuntary Termination—Involuntary Termination without Cause,” and such payments and benefits to Mr. Garratt are described under “Payments Upon Voluntary Termination—
Voluntary Termination without Good Reason,” and all other scenarios are inapplicable to them. Payments to Mr.
DreilingVasos Upon Retirement on April 2, 2023
Mr. DreilingVasos retired on January 29, 2016. PursuantApril 2, 2023 (the “Retirement Date”). Unvested stock options and PSUs awarded to Mr. Vasos prior to the Retirement Date either (1) continued to be subject to additional vesting (and, for stock options, exercise) provisions following the Retirement Date, or (2) became vested (and, for stock options, exercisable) on the Retirement Date, or (3) were forfeited on the Retirement Date, in each case in accordance with their
terms due to his retirement on the Retirement Date and as further described below. Stock options that were vested prior to the Retirement Date remained exercisable following the Retirement Date for a limited time in accordance with their terms and as further described below. The unvested and vested stock options and unvested PSUs awarded to Mr. Vasos prior to the Retirement Date are referred to as “Pre-2023 Awards.” Our subsequent rehiring of Mr. Vasos on October 12, 2023, did not impact vesting or exercisability provisions of any outstanding Pre-2023 Awards.
With respect to the stock options awarded to Mr. Vasos in March 2020 (“2020 Options”) and March 2021 (“2021 Options”) and the 2021 PSUs awarded to Mr. Vasos, the vesting, exercisability and forfeiture provisions applicable to an “early retirement” (as defined in the governing agreements) were triggered on the Retirement Date because (1) he retired after April 1, 2021, for the 2020 Options and after April 1, 2022, for the 2021 Options and 2021 PSUs; (2) he provided written notice of his retirement within a reasonable period of time prior to the Retirement Date; (3) he agreed in writing to provide reasonable transition services to our Board of Directors and the CEO for 24 months under a consulting agreement effective on his Retirement Date (the “Consulting Agreement”); (4) under the Consulting Agreement, he agreed to extend the “restricted period” of the business protection provisions (the “Early Retirement Business Protection Provisions”) in Sections 16 through 20 of his employment transition agreement with us,the Company effective March 10, 2015,June 3, 2021, as amended effective November 1, 2022 (the “2021 Employment Agreement”), from two years to three years; and (5) there was no basis to terminate him with “cause” (as defined in the governing equity agreement). All references to an employment agreement for Mr. Dreiling was entitled to receive a fiscal 2015 Teamshare bonus paymentVasos in “Potential Payments Upon Termination or Change in Control” that do not use the defined term “2021 Employment Agreement” are referring to the extent earnedemployment agreement between Mr. Vasos and the Company effective October 12, 2023. With respect to the stock options awarded to Mr. Vasos in March 2022 (“2022 Options”) and the 2022 PSUs, the vesting, exercisability and forfeiture provisions applicable to “retirement” (as defined in the governing agreement) were triggered on his Retirement Date because (1) he voluntarily retired after reaching age 55 and achieving five years of service; (2) the sum of his age and service exceeded 65; and (3) there was no basis to terminate him with “cause” (as defined in the governing agreement).
Mr. Vasos did not receive annual equity awards in 2023 as a result of his retirement. He received a one-time award of nonqualified stock options upon his rehire in October 2023 (the “2023 Rehire Options”). For readability, the achievementaccelerated vesting (and, for stock options, exercisability) provisions that applied to the Pre-2023 Awards on the Retirement Date are described immediately below, while the provisions of the fiscal 2015 financial2023 Rehire Options and 2023 NED RSUs are discussed within (and discussion of the Pre-2023
2024 Proxy Statement39
Awards are excluded from) the remaining sections of this “Potential Payments Upon Termination or Change in Control” which follow this “Payments to Mr. Vasos Upon Retirement on April 2, 2023” section.
•
The outstanding stock options awarded to Mr. Vasos in March 2019 (“2019 Options”) were already vested prior to the Retirement Date and, because Mr. Vasos did not meet the definition of “retirement” (as defined in the governing agreement) on the Retirement Date, Mr. Vasos had 90 days following the Retirement Date to exercise the 2019 Options.
•
The outstanding unvested 2020 Options and 2021 Options remain outstanding following the Retirement Date and become vested and exercisable on the scheduled vesting dates as if no such retirement had occurred. However, if: (1) Mr. Vasos violates any of the Early Retirement Business Protection Provisions following the Retirement Date, any unvested 2020 Options and 2021 Options shall instead terminate and be forfeited and any portion of the 2020 Options and the 2021 Options that vested following the Retirement Date shall immediately be forfeited and subject to clawback; (2) Mr. Vasos dies or incurs a disability (as defined in the governing agreement) following the Retirement Date, any unvested 2020 Options and 2021 Options shall instead become immediately vested and exercisable upon his death or disability; or (3) a change in control (as defined in the governing agreement) occurs following the Retirement Date, any unvested 2020 Options and 2021 Options shall instead become immediately vested and exercisable upon such change in control. Mr. Vasos may exercise the 2020 Options and the 2021 Options to the extent vested and exercisable at any time before the fifth anniversary of the Retirement Date.
•
The portion of the outstanding unvested 2022 Options that would have become vested and exercisable within the one-year period following the Retirement Date if Mr. Vasos had remained employed with us remain outstanding following the Retirement Date and shall become vested and exercisable on the anniversary of the grant date that falls within the one-year period following the Retirement Date. However, if during such one-year period, Mr. Vasos dies, such portion shall instead become immediately vested and exercisable upon his death. The remaining portion of the unvested 2022 Options immediately expired without payment on the Retirement Date. Mr. Vasos may exercise the 2022 Options to the extent vested and exercisable any time before the fifth anniversary of the Retirement Date.
•
Any outstanding earned but unvested 2021 PSUs subject to the one-year Adjusted EBITDA performance goal (“2021 Adjusted EBITDA PSUs”) remain outstanding and payableunvested following the Retirement Date and will become vested and be paid on the scheduled vesting dates as if no such retirement had occurred, and any outstanding unvested 2021 PSUs subject to the
three-year Adjusted ROIC performance goal (“2021 Adjusted ROIC PSUs”) remain outstanding and unvested following the Retirement Date and will become vested (to the extent earned) and be paid on the scheduled vesting date as if no such retirement had occurred. However, (1) with respect to the 2021 Adjusted EBITDA PSUs, if, following the Retirement Date and prior to an applicable vesting date, Mr. Vasos dies or becomes disabled (as defined in the governing agreement) or there is a change in control (as defined in the governing agreement), then such unvested 2021 Adjusted EBITDA PSUs instead shall become vested and nonforfeitable (to the extent earned) as of his death, disability or change in control, as applicable, but be paid on the scheduled vesting dates as if no such event had occurred; and (2) with respect to the 2021 Adjusted ROIC PSUs, if, following the Retirement Date and prior to the vesting date (a) Mr. Vasos dies or becomes disabled, then such unvested 2021 Adjusted ROIC PSUs instead shall become vested and nonforfeitable (to the extent earned) as of the end of the performance period or, if later, as of the date of his death or disability, as applicable, but be paid on the scheduled vesting date as if no such event had occurred; or (b) if there is a change in control, then such unvested 2021 Adjusted ROIC PSUs instead shall become vested and nonforfeitable (to the extent earned, if the change in control occurs after the end of the performance period, or at the target level of performance, if the change in control occurs on or before the end of the performance period) as of such change in control, but be paid on the scheduled vesting date as if no such event had occurred. However, if we become aware of a violation by Mr. Vasos following his Retirement Date of any of the Early Retirement Business Protection Provisions, then any of the 2021 PSUs that vested following the Retirement Date shall immediately be forfeited and subject to clawback and any unvested 2021 PSUs shall immediately be forfeited and cancelled.
•
The outstanding earned but unvested 2022 PSUs subject to the one-year Adjusted EBITDA performance goal (“2022 Adjusted EBITDA PSUs”) that would have become vested on the next vesting date following the Retirement Date if the retirement had not occurred became vested and nonforfeitable as of the Retirement Date but will be paid at the same time as
payments are madeif no retirement had occurred. A pro-rata portion (based on months employed during the applicable performance period prior to
other Teamshare participants as discussed in "Compensation Discussion and Analysis" and reflected in the
"Non-Equity Incentive Plan Compensation" columnRetirement Date) of the
Summary Compensation Table. Mr. Dreiling's outstanding stock options, 2013unvested 2022 PSUs subject to the three-year Adjusted ROIC performance goal (“2022 Adjusted ROIC PSUs”) will become vested and 2014 PSUs (defined below),nonforfeitable as of the end of such applicable performance period to the extent earned based on performance during the performance period and RSUs (other than the Transition RSU Award) were treated as described below under "Payments Upon Termination Due to Retirement."
The Transition RSU Award fully vested on January 29, 2016 and is scheduled towill be paid at the same time as to 50% ofif no retirement had occurred. Otherwise, any unearned or unvested PSUs were forfeited and cancelled on the award on each of the first two anniversaries of the March 17, 2015 grant date, subject to reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in the award agreement, including the breach of any of the business protection provisions set forth in his employment transition agreement. Such RSUs are subject to accelerated payment in the event of death
Retirement Date.
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or disability (in which event payment will be made within 90 days following such event) or a change in control (in which event the payment will be made upon the change in control), in each case prior to an originally scheduled payment date. Disability and change in control are defined in the equity award agreement.
Finally, upon his retirement Mr. Dreiling forfeited the unvested portion of the performance-based restricted stock awarded to him in 2012.
Mr. Dreiling is subject to various business protection provisions substantially as described for the other named executive officers below under "Payments Upon Voluntary Termination—Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement."
Payments to Mr. Tehle
Mr. Tehle's service termination date was June 30, 2015, and his departure was treated as a voluntary termination without good reason under all applicable plans and agreements. His outstanding equity awards were treated as described below under "Payments Upon Voluntary Termination—Voluntary Termination without Good Reason."
Payments to Mr. Sparks
Mr. Sparks' service termination date was June 9, 2015. He received or will receive severance payments and benefits, and his outstanding equity awards were treated, as described under "Payments Upon Involuntary Termination—Involuntary Termination without Cause."
Payments Upon Termination Due to Death or Disability
Pre-2012
Equity
Awards. Mr. Ravener and Ms. Taylor have options outstanding that were granted prior to 2012. All such options are fully vested and generally may be exercised for a period of one year from termination of employment due to death or disability (as defined in the applicable award agreement) unless such options have expired earlier. Post-2011 Equity Awards.Awards
If a named executive
officer'sofficer’s employment with us terminates due to death or disability (as defined in the
applicable awardgoverning agreement):
•
Stock Options. Any outstandingOutstanding unvested stock option shalloptions become immediately vested and exercisable with respect to 100% of the underlying shares subject to the option immediately prior to such event and such vested options may be exercised until the first anniversary of the employmentevent.
•
Restricted Stock Units. Mr. Vasos’s 2023 NED RSUs become immediately and fully vested and nonforfeitable, and will be paid immediately, if Mr. Vasos ceases to serve on the Board due to his death or disability (as defined in the governing agreement). Additionally, Ms. Dilts’s outstanding unvested RSUs become immediately and fully vested and nonforfeitable upon the date of death or disability termination date.
and will be paid, in the event of death, within 90 days following the date of death and, in the event of a disability termination, six months and one day following the date of the disability termination or, if she dies after the disability termination but prior to such payment, such RSUs will be paid upon the earlier of six months and one day following the date of the disability termination or 90 days following the date of death.
•
Performance Share Units. Unearned or unvested PSUs were awarded in fiscal 2013 ("2013 PSUs"), fiscal 2014 ("2014 PSUs")are forfeited and cancelled on the termination date or the last day of the performance period, as applicable, except for Mr. Dreiling, fiscal 2015 ("2015 PSUs") to each named executive who was employed by us atthat (1) if the timetermination occurs on or after the end of the applicable award.üIf such termination had occurred before January 29, 2016 for the 2015 PSUs, a pro-rated portion (based on months employed during the one yearone-year or three-year performance period) of one-thirdperiod associated with each of the 20152021 PSUs, earned based on performance during the entire performance period would have become vested and nonforfeitable (unless previously vested or forfeited) as of January 29, 2016 and would have been paid on April 1, 2016. If such termination had occurred on or after January 29, 2016 for the 20152022 PSUs and the 2023 PSUs but before April 1, 2016, the participant would have received the one-third of the 2015 PSUsan applicable vesting date, any earned that are described above, without proration.
üIf such termination occurs after March 18, 2014 for the 2013 PSUs, March 18, 2015 for the 2014 PSUs or April 1, 2016 for the 2015 PSUs, any remaining earned
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but unvested PSUs from such awards shall become vested and nonforfeitable as of the termination date of such event and shallbut be paid within 30 days thereafter. Otherwise, any earned but unvestedat the same time as if no termination had occurred; (2) for the 2023 PSUs, from such awards shall be forfeited and cancelled onif the datetermination occurs before the end of the terminationone-year performance period, a pro-rata portion (based on months employed during the performance period) of employment.
•Restricted Stock Units. Any outstanding RSUs willone-third of the 2023 PSUs subject to the one-year Adjusted EBITDA performance goal (the “2023 Adjusted EBITDA PSUs”) earned based on performance during such performance period shall become fully vested and nonforfeitable uponas of the end of such death or disabilityperformance period and will be paid at the same time as if no termination had occurred; and (3) for the 2021 PSUs, the 2022 PSUs and the 2023 PSUs, if the termination occurs before the end of the applicable three-year performance period, a pro-rata portion (based on months employed during the applicable performance period) of the 2021 PSUs, the 2022 PSUs and the 2023 PSUs, in each case subject to the three-year Adjusted ROIC performance goal, and earned based on performance during the applicable
performance period, shall become vested and nonforfeitable as of the end of such applicable performance period and be paid at the same time as if no termination had occurred. See “Payments After a Change in Control” for a discussion of treatment of the PSUs if a disability termination occurs within
30 days (for RSUs granted prior to 2015) or 90 days (for RSUs grantedtwo years following a change in
2015) following the date of death or disability.control.
Other Payments.Payments
In the event of
death, a named executive
officer'sofficer’s death (provided the cause of death is not excluded from eligibility under the applicable program), the beneficiary will receive payments under our group life insurance program in an amount, up to a maximum of
$3$4 million, equal to 2.5 times
such officer'sthe officer’s annual base
salary.salary and, in the event of death prior to the date on which the Teamshare bonus payment is paid to all eligible employees for a given fiscal year, payment (prorated when applicable based on the number of days employed during the performance period) for the officer’s incentive bonus earned for that fiscal year under the terms of our Teamshare program (which otherwise generally requires a participant to remain employed through the end of the performance period and on the payment date to receive the bonus payment). In addition, in the event of disability (as defined in the governing
document)agreement), a named executive officer
wouldwill receive 60% of covered monthly earnings up to
a $20,000
per monthmonthly benefit under our long-term disability insurance program. In the event of death or disability (as defined in the CDP/SERP Plan), a named executive
officer'sofficer’s CDP/SERP Plan benefit
will become fully vested (to the extent not already vested) and will be payable in a lump sum within 60 days after the end of the calendar quarter in which such termination event occurs, provided that we may delay payment in the event of disability until as soon as reasonably practicable after receipt of the disability determination by the Social Security Administration.
Additionally, inDepending upon the
eventcause of death
on or
after the last day of a fiscal year,loss suffered, a named executive officer
willmay also be eligible to receive payment
for his or her incentive bonus earned for that fiscal yearof up to $50,000 under
the terms of our
Teamshare program (which otherwise generally requires that a participant remain employed on the payment date to be entitled to any incentive bonus earned for that fiscal year).group accidental death and dismemberment program.
Payments Upon Termination Due to Retirement
Except as provided
immediately below with respect to
stock options, PSUs and RSUs awarded after 2011,equity awards, retirement
(as defined in the applicable governing document) is not treated differently from any other voluntary termination
of employment without good reason (as
defined under the relevant agreements, and as discussed below under
"Payments“Payments Upon Voluntary
Termination"Termination”) under
any of our plans or agreements for named executive officers.
In the event a named executive officer retires:
- retires on or after reaching a minimum age (age 55 for equity awards beginning in 2021; otherwise age 62) and achieving five consecutive years of service with us, provided that the sum of the officer’s age plus years of service equals a specified minimum (at least 65 for equity awards beginning in 2021; otherwise at least 70) and that there is no basis to terminate the officer with cause (as defined in the governing agreement) (collectively, “Normal Retirement”):
2024 Proxy Statement41
•
Stock Options. TheOther than the 2023 Rehire Options awarded to Mr. Vasos, the portion of the outstanding unvested stock options that would have become vested and exercisable within the one yearone-year period following the retirementNormal Retirement date if suchthe officer had remained employed with us shall remain outstanding for a period of one year following the retirementNormal Retirement date and shall become vested and exercisable on the anniversary of the grant date that falls within the one yearone-year period following the retirement date (but only to the extent such portion has not otherwise terminated or become exercisable).Normal Retirement date. However, if during such one yearone-year period a change in control occurs or the officer dies or(1) incurs a disability (as defined in the governing agreement), such portion shall instead become immediately vested and exercisable (butupon such disability, but only for stock options awarded to the extentnamed executive officers prior to 2021; or (2) dies, such portion has not otherwise terminated).shall instead become immediately vested and exercisable upon such death. Otherwise, except for the 2023 Rehire Options awarded to Mr. Vasos, any option which is unvested and unexercisable on the terminationNormal Retirement date shall immediately expire without payment. The officer may exercise the option to the extent vested and exercisable any time prior tobefore the fifth anniversary of the retirement date, but no later than the 10th anniversaryNormal Retirement date. See “Voluntary Termination Before Appointment of Successor CEO” or “Voluntary Termination On or After Appointment of Successor CEO” for a discussion of the grant date.
•Performance Share Units.üFortreatment of the 2015 PSUs, if such retirement had occurred before January 29, 2016, or on or after January 29, 2016 and before April 1, 2016,2023 Rehire Options upon any voluntary termination of employment by Mr. Vasos.
•
Restricted Stock Units. See “Voluntary Termination of Board Service” for a discussion of the vesting and paymenttreatment of PSUs from such award would have been identical to the vesting and payment2023 NED RSUs upon any voluntary termination of PSUs inBoard service by Mr. Vasos. Additionally, the death and disability scenarios discussed above for the 2015 PSUs during these time periods.
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üIf such retirement had occurred after March 19, 2015 but before March 18, 2016 for the 2014 PSUs or occurs after April 2, 2016 but before April 1, 2017 for the 2015 PSUs, an additional one-third of earned PSUs from such awards would become vested and nonforfeitable and would be paid on the retirement date. If such retirement occurs after March 19, 2015 but before March 18, 2016 for the 2013 PSUs, after March 19, 2016 but before March 18, 2017 for the 2014 PSUs, and after April 2, 2017 but before April 1, 2018 for the 2015 PSUs, an additional one-third of earned PSUs from such awards would become vested and nonforfeitable and would be paid on the retirement date. Otherwise, any earned but unvested PSUs from such awards shall be forfeited and cancelled on the retirement date.
•Restricted Stock Units. The one-third of theMs. Dilts’s outstanding RSUs that would have become vested and nonforfeitable on the next immediately following vesting date if such officershe had remained employed through such date will become vested and nonforfeitable upon such retirementNormal Retirement date (provided that if the retirementNormal Retirement occurs on a vesting date no accelerated vesting will occur, but rather the officershe shall be entitled only to the portion of the RSUs that were scheduled to vest on such vesting date) and will be paid six months and one day following the Normal Retirement date or, if she dies prior to such payment, such RSUs will be paid upon the earlier of (1) 90 days following the date of death or (2) six months and one day following the Normal Retirement date.
•
Performance Share Units. With the exception outlined below, the vesting and payment of the PSUs in a Normal Retirement scenario before the end of the applicable one-year or three-year performance period and on or after the end of such periods is identical to the vesting and payment in the death and disability scenarios discussed above for the PSUs during these respective time periods. However, if the Normal Retirement occurs on or after the end of the one-year performance period but before an applicable vesting date, the one-third of the 2021 Adjusted EBITDA PSUs, the one-third of the 2022 Adjusted EBITDA PSUs, and the one-third of the 2023 Adjusted EBITDA PSUs, in each case that would
have become vested on the next vesting date shall become vested and nonforfeitable as of the Normal Retirement date but be paid at the same time as if no retirement
date.had occurred. Otherwise, any unearned or unvested PSUs shall be forfeited and cancelled on the Normal Retirement date or the last day of the performance period, as applicable. See “Payments After a Change in Control” for a discussion of treatment of the PSUs if a named executive officer terminates employment due to Normal Retirement within two years following a change in control.
Payments Upon Voluntary Termination
The payments to be made
to a named executive officer upon
other voluntary termination
of employment scenarios vary depending upon whether the resignation occurs with or without
"good reason" (as“good reason” (as defined in the
applicablegoverning agreement) or after our failure to offer to renew, extend or replace the applicable employment agreement under certain
circumstances.circumstances, or, solely with respect to Mr. Vasos, whether the resignation occurs before, or on or after, the appointment of a successor CEO to Mr. Vasos (“Successor CEO”) for the 2023 Rehire Options.
Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.Agreement
If a named executive officer
(other than Mr. Vasos) resigns with good reason
(as definedor under the circumstances described in
the applicable equity award agreement),(2) below, he or she will forfeit all then unvested equity awards and generally may exercise any
outstanding vested options up to 90 days following the resignation
date, but in no event later than the 10th anniversarydate. See “Voluntary Termination Before Appointment of Successor CEO” or “Voluntary Termination On or After Appointment of Successor CEO” for a discussion of the
grant date. Totreatment of the
extent2023 Rehire Options upon resignation of Mr. Vasos
exercises prior to June 3, 2020 anyfrom employment with the Company. See “Payments After a Change in Control” for a discussion of the
options awarded on June 3, 2015, he will be required to hold any net shares acquired upon the exercise until June 3, 2020. Iftreatment of equity awards if a named executive officer resigns
underwith good reason within two years following a change in control. See “Voluntary Termination of Board Service” for a discussion of the
circumstances described in (2) below, his or her equity will be treated as described under "Voluntary Termination without Good Reason" below.treatment of the 2023 NED RSUs upon resignation of Mr. Vasos from the Board.
If a named executive officer resigns (1) with good reason (as defined in the applicable employment agreement) after giving 30 days written notice (90 days in the case offor Mr. Vasos) written notice within 30 days after the event purported to give rise to the claim; or (2) except for good reason and opportunity for us to cure any such claimed event within 30 days after receiving such notice, or (2)Mr. Vasos, within 60 days (90 days in the case of Mr. Vasos) of our failure to offer to renew, extend or replace his or her employment agreement before, at or within 6six months (one year in the case of Mr. Vasos) after the end of the agreement'sagreement’s term (unless we enter into a mutually acceptable severance arrangement or the resignation is a result of the named executive officer'sofficer’s retirement or termination other than for good reason), then in each case, as applicable, the named executive officer will receive the following benefits generally on or beginning on the 60th60th day after termination of employment but contingent upon the execution and effectiveness of a release of certain claims against us and our affiliates in the form attached to the employment agreement:
422024 Proxy Statement
•
Continuation of base salary, generally as in effect immediately before the termination, for 24 months payable in accordance with our normal payroll cycle and procedures. With the exception of Mr. Vasos, the amount of any payment or entitlement to payment of the base salary continuation shall be forfeited or, if paid, subject to recovery if and to the extent any base salary is earned as a result of subsequent employment during the 24 months after the termination date.
•
A lump sum payment ofof: (1) for Messrs. Vasos and Owen, two times the average percentageamount of the named executive officer's target bonus paid or to be paid to employees at the same job grade level as the named executive officer (if any) under the annual bonus program for officers for the two fiscal years immediately preceding the fiscal year in which the termination date occurs (for Mr. Vasos, such lump sum payment instead will equal two times his annual target bonus under our annual bonus program in respect of the fiscal year in which his termination occurs)occurs; and (2) for each other named executive officer, two times the amount of the average percentage of target bonus paid to such officer under our annual bonus program with respect to our two most recently completed fiscal years (not including a fiscal year for which financial performance has not yet been certified) for which annual bonuses have been paid to executives under such program multiplied by such officer’s (A) target bonus level and (B) base salary (in each case, as applicable as of the date immediately preceding the employment termination or, if the termination is for good reason due to the reduction of the officer’s target bonus level or base salary, then his or her target bonus level and base salary applicable immediately prior to such reduction). Mr.If no bonus was paid to such officer with respect to one or both of the applicable fiscal years due to Dollar General’s performance or to individual performance (as opposed to ineligibility due to length of employment), then such bonus amount shall be zero in calculating the average. If the named executive officer was not eligible for a bonus with respect to one of the two applicable fiscal years due to length of employment, then such amount shall be calculated based upon the percentage of target bonus to such officer for the applicable fiscal year for which a bonus was paid. If no bonus was paid to the named executive officer with respect to the applicable fiscal years due to length of employment, then no such amount shall be paid.
•
Messrs. Vasos and Owen also will receive a lump sum payment, payable when annual bonuses are paid to our other senior executives, of a pro-rata portion of the annual bonus, if any, that he would have been entitled to receive for the fiscal year of termination, if such termination had not occurred, based on our performance for the fiscal year in which his employment terminates, multiplied by a fraction, the numerator of which is the number of days during which he was employed by us in the fiscal year and the denominator of which is 365.
•
A lump sum payment of two times our annual contribution that would have been made in respect of the plan year in which such termination occurs for the named executive officer'sofficer’s participation in our pharmacy, medical, dental and vision benefits programs.
•
Reasonable outplacement services
foruntil the earlier of one year or
if earlier, until subsequent employment.
Note that any
Any amounts owed to a named executive officer in the form of salary continuation that would otherwise have been paid during the 60 day60-day period after employment termination will instead be payable in a single lump sum on the 60th60th day
after such termination
date and the remainder will be paid in the form of salary continuation payments over the remaining
24 month24-month period as set forth above.
However, in
In certain cases, some or all of the payments and benefits provided on termination of employment may be delayed for six months following termination to comply with the requirements of Section 409A of the Internal Revenue Code. Any payment required to be delayed would be paid at the end of the six-month period in a lump sum, and any payments due after the six-month period would be paid at the normal payment date provided for under the applicable employment agreement.
To the extent permitted by law, if we reasonably believe a named executive officer engaged in conduct during employment that would have resulted in termination for cause, any unpaid severance amounts under the applicable employment agreement may be forfeited and we may seek to recover any severance amounts paid under the applicable employment agreement.
The named executive officer will forfeit any unpaid severance amounts, and we retain any other rights we have available under law or equity, upon a material breach of any continuing obligation under the applicable employment agreement or the release, which include the following business protection
provisions:- provisions (the “Business Protection Provisions”):
•The named executive
Such officer must maintain the confidentiality of, and refrain from disclosing or using, our (a) trade secrets for any period of time as the information remains a trade secret under applicable law and (b) confidential information for a period of two years (three years in the case of Mr. Vasos) following the employment termination date.
•For a period of two years after the employment termination date (the “Restricted Period”).
•
For the
named executiveRestricted Period, such officer may not accept or work in a
"competitive position" within any“competitive position” in a state
in which(or, with respect to Messrs. Vasos, Owen and Garratt, a country) where we maintain stores at the
time of his or her termination date or
any state in whichwhere we
have specific plansplan to open stores within six months of that date.
For this purpose, "competitive position" means“Competitive position” includes any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between the named executive officer and any person
or entity engaged wholly or in material part in the business in which we are engaged (including, but
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not limited to, those entities identified in the applicable employment agreement), or any person or entity then planning to enter the discount consumable basics retail business, if the named executivesuch officer is required to perform services which are substantially similar to those he or she provided or directed at any time while employed by us.
•
For a period of two years after the employment termination date, the named executiveRestricted Period, such officer may not actively recruit or induce any of our exempt employees to cease employment with us.
•For a period of two years after the employment termination date, the named executive officerleave our employ and may not solicit or communicate with any person or entityanyone who has a business relationship with us and with whom the named executivesuch officer had contact while employed by us if it would
2024 Proxy Statement43
likely interfere with our business relationships or result in an unfair competitive advantage over us.
In addition, each named executive officer’s rights, payments and benefits with respect to any incentive compensation (whether cash or equity) shall be subject to any reduction, cancellation, forfeiture or recoupment, in whole or in part, upon the occurrence of certain specified events, as may be required by any applicable law, rule or regulation, by any applicable national exchange, or by a separate Dollar General clawback or recoupment policy.
Voluntary Termination without Good Reason.Reason
If a named executive officer (other than Mr. Vasos) otherwise resigns without good reason, he or she will forfeit all then unvested equity awards and all vested but unexercised options that were granted prior to 2012. The named executive officer generally may exercise any outstanding vested options that were granted after 2011 up to 90 days following the resignation date,date. See “Voluntary Termination Before Appointment of Successor CEO” or “Voluntary Termination On or After Appointment of Successor CEO” for a discussion of the treatment of the 2023 Rehire Options upon Mr. Vasos’s resignation of employment with the Company. See “Voluntary Termination of Board Service” for a discussion of the treatment of the 2023 NED RSUs upon Mr. Vasos’s resignation from the Board.
With respect to Mr. Vasos, if he voluntarily resigns without good reason on or after the appointment of a Successor CEO but contingent upon the execution and effectiveness of a release of certain claims in the form attached to his employment agreement, he will receive a lump sum severance benefit under the employment agreement, payable at such time as annual bonuses are paid to other senior executives of the Company and subject to achievement of applicable performance criteria, of an amount equal to the annual bonus, if any, that he would have been entitled to receive (on a non-prorated basis) under our annual bonus program for the fiscal year of termination, if such termination had not occurred.
Voluntary Termination Before Appointment of Successor CEO
Solely with respect to the 2023 Rehire Options awarded to Mr. Vasos, in the event Mr. Vasos voluntarily resigns his employment prior to the 10thappointment of a Successor CEO (as defined in the governing agreement) and prior to vesting, the unvested 2023 Rehire Options shall immediately expire without payment and, if Mr. Vasos voluntarily terminates his employment prior to the appointment of a Successor CEO and after vesting, Mr. Vasos will have five years from his voluntary termination date to exercise his vested 2023 Rehire Options. See “Payments After a Change in Control” for a discussion of the treatment of the 2023 Rehire Options if Mr. Vasos resigns with good reason within two years following a change in control.
Voluntary Termination On or After Appointment of Successor CEO
Solely with respect to the 2023 Rehire Options awarded to Mr. Vasos, in the event Mr. Vasos voluntarily resigns his employment for any reason on or at any time following the appointment of a Successor CEO, provided such termination is without “cause” (as defined in the governing agreement) and other than a “qualifying termination” (as defined in the governing agreement) (“Successor Appointment Termination”), the 2023 Rehire Options will remain outstanding and will become 100% vested and exercisable on the first anniversary of the
grant date. ToSuccessor Appointment Termination date (unless the
extentunaccelerated vesting date occurs before such anniversary while the 2023 Rehire Options are outstanding), provided that: (1) if we request him to enter into a written agreement with us to provide reasonable consulting services to our Board of Directors and the Successor CEO for up to a period of time following the Successor Appointment Termination date that does not extend beyond October 12, 2027, and he fails to enter into such written agreement within 30 days, then the unvested 2023 Rehire Options will immediately terminate and be forfeited; (2) if he dies following the date of the Successor Appointment Termination, then any unvested 2023 Rehire Options will become immediately vested and exercisable upon his death; or (3) if a “change in control” (as defined in the governing agreement) occurs following the date of the Successor Appointment Termination, then any unvested 2023 Rehire Options will become immediately vested and exercisable upon such change in control. However, if we become aware of a violation by Mr. Vasos
exercises prior to June 3, 2020following the Successor Appointment Termination date of any of the
options awarded on June 3, 2015, heBusiness Protection Provisions under the applicable employment agreement, any portion of the 2023 Rehire Options that vested following the Successor Appointment Termination date (unless the unaccelerated vesting date occurred prior the first anniversary following the Successor Appointment Termination date) shall immediately be forfeited and subject to clawback and any unvested portion of the 2023 Rehire Options shall immediately expire without payment. Mr. Vasos will
be requiredhave until the fifth anniversary of the date of his Successor Appointment Termination to
holdexercise outstanding vested 2023 Rehire Options. For any
netunvested 2023 Rehire Options that vest following a Successor Appointment Termination (unless the unaccelerated vesting date occurred prior the first anniversary following the Successor Appointment Termination date), any shares acquired upon
exercise of such portion of the 2023 Rehire Options (other than shares used to pay the exercise
price or to satisfy tax withholding) shall be held and not sold until
June 3, 2020.October 12, 2027, provided this holding requirement does not apply if Mr. Vasos later dies or if there is a later change in control. See “Payments After a Change in Control” for a discussion of treatment of the 2023 Rehire Options if Mr. Vasos resigns with good reason within two years following a change in control.
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See “Voluntary Termination without Good Reason” for a discussion of the severance benefits that are payable for a resignation from employment by Mr. Vasos on or after appointment of a Successor CEO.
Voluntary Termination of Board Service
Solely with respect to the 2023 NED RSUs awarded to Mr. Vasos, in the event Mr. Vasos voluntarily resigns his Board service prior to vesting, Mr. Vasos’s 2023 NED RSUs will become immediately and fully vested and nonforfeitable and will be paid immediately.
Payments Upon Involuntary Termination
The payments to be made to a named executive officer upon involuntary termination
of employment vary depending upon whether termination is with or without
"cause" (as“cause” (as defined in
each named executive officer's employment agreementthe governing agreement), and solely with respect to Mr. Vasos, if such involuntary termination occurs before, on or
equity award agreement, as applicable).after the appointment of a Successor CEO.
Involuntary Termination for Cause.with Cause
Upon an involuntary termination
forwith cause, a named executive officer will forfeit all unvested equity
grantsawards, all vested but unpaid PSUs, and all vested but unexercised options.
Involuntary Termination without Cause.Cause
Upon an involuntary termination without cause, a named executive
officer:- officer (other than Mr. Vasos):
•
Will forfeit all then unvested equity awards.
•
Generally may exercise any outstanding vested options up to 90 days following the termination date, butdate. However, in any event priorsuch circumstance and solely with respect to the 10th anniversary of the grant date. To the extentspecial stock option award granted to Mr. Vasos exercises prior to June 3, 2020 any of the options awarded on June 3, 2015, heOwen in November 2022, Mr. Owen will be required to hold any net shares acquired upon exercise for a period of time ending on the exercise until June 3, 2020.
fifth anniversary of the grant date.
•
Will receive the same severance payments and benefits on the same terms and conditions
(except for the notice and cure provisions) as described under
"Voluntary“Voluntary Termination with Good Reason or After Failure to Renew the Employment
Agreement"Agreement” above.
Messrs. Owen and Zuazo received such severance payments and benefits in connection with their terminations of employment in 2023.
With respect to Mr. Vasos, upon an involuntary termination without cause that occurs (1) on or after the appointment of a Successor CEO, Mr. Vasos will receive the same benefits on the same terms and conditions as are described in “Voluntary Termination On or After Appointment of Successor CEO;” (2) prior to the appointment of a Successor CEO and prior to vesting, the unvested 2023 Rehire Options shall immediately expire without payment; and (3) prior to the appointment of a
Successor CEO and on or after vesting, Mr. Vasos will have 90 days from termination to exercise his vested 2023 Rehire Options.
See “Payments After a Change in Control” for a discussion of the treatment of equity awards if a named executive officer is involuntarily terminated without cause within two years following a change in control.
Upon an involuntary termination of employment without cause prior to the appointment of a Successor CEO but contingent upon the execution and effectiveness of a release of certain claims in the form attached to his employment agreement, Mr. Vasos will receive the same severance payments and benefits on the same terms and conditions as described in “Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.” However, if Mr. Vasos’s employment is terminated without cause on or after the appointment of a Successor CEO but contingent upon the execution and effectiveness of a release of certain claims in the form attached to the employment agreement, he will receive a lump sum severance benefit, payable at such time as annual bonuses are paid to our other senior executives and subject to achievement of applicable performance criteria, of an amount equal to the annual bonus, if any, that he would have been entitled to receive (on a non-prorated basis) under our annual bonus program for the fiscal year of termination if such termination had not occurred.
Payments After a Change in Control
Upon
Equity Awards
With respect to PSUs, if a change in control (as defined
underin the
applicable governing
document), regardless of whether the named executive officer's employment terminates:•All options will vest and become immediately exercisable as to 100% of the shares subject to such options immediately prior to the change in control.
•If the change in controlagreement) occurs on or before the completionend of the applicable performance period, and the named executive officer has remained continuously employed until the
Table of Contents
change in control, all unvested PSUs that have not previously been forfeited will immediately be deemed earned at the target level and shall vest, become nonforfeitable and be paid upon the change in control.
•If the change in control occurs after completion of thean applicable performance period, and the named executive officer has remained continuously employed until the change in control, all previouslythe target number of the applicable unvested PSUs shall be deemed earned but otherwise continue to be subject to the service and payment provisions, including applicable pro-ration requirements, of the applicable award agreement, unless the officer experiences a “qualifying termination.” A change in control that occurs after the end of an applicable performance period with respect to PSUs, or that occurs at any time with respect to stock options, including the 2023 Rehire Options, or Ms. Dilts’s RSUs, will have no effect upon any such PSUs, stock options or RSUs unless the named executive officer experiences a “qualifying termination.”
Upon a named executive officer’s “qualifying termination,” which includes involuntary termination (including, with respect to the PSUs, due to a disability termination) without cause or resignation with good reason (unless cause to terminate exists), in each case as defined in the governing agreement, as well as voluntary resignation due to Normal Retirement (unless cause to terminate exists) in the case of PSUs, in each case within two years after a change in control (provided that the officer was
2024 Proxy Statement45
continuously employed by us until the change in control): (1) all of his or her outstanding unvested PSUs that have not previously been forfeitedoptions, including the 2023 Rehire Options, will immediately vest and become nonforfeitableexercisable as to 100% of the shares underlying such options on the termination date, and be paid upon the change in control.
•Allofficer may exercise any outstanding vested options up to three years following the termination date; (2) all of Ms. Dilts’s outstanding RSUs will become vested and nonforfeitable and will be paid six months and one day following the qualifying termination date or, if she dies prior to such payment, such RSUs will be paid upon the earlier of (A) 90 days following the date of death or (B) six months and one day following the qualifying termination date; and (3) all of his or her previously earned, or deemed earned, but unvested PSUs that have not been previously forfeited will immediately vest, become nonforfeitable and be paid on the termination date (or the previously scheduled applicable vesting date if earlier) subject to a six-month delay if applicable to comply with Section 409A of the Internal Revenue Code.With respect to Mr. Vasos’s 2023 NED RSUs, if a change in control (as defined in the governing agreement) occurs prior to vesting and while Mr. Vasos is a member of the Board, the unvested RSUs shall be 100% vested and shall be paid upon the change in control.
•All CDP/SERP Plan benefits will become fully vested (to the extent not already vested). Upon an involuntary termination without cause or a resignation for good reason following the change in control, a named executive officer will receive the same severance payments and benefits as described above under "Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement." However, a named executive officer will have one year from the termination date in which to exercise vested options that were granted after 2011 if he or she resigns or is involuntarily terminated within two years of the change in control under any scenario other than retirement or involuntary termination with cause (in which respective cases, he or she will have five years from the retirement date to exercise vested options and will forfeit any vested but unexercised options held at the time of the termination with cause).
Other Payments
In the event of a change in control as defined in Section 280G of the Internal Revenue Code, each named executive officer'sofficer’s employment agreement provides for capped payments (taking into consideration all payments and benefits covered by such Section 280G of the Internal Revenue Code)280G) of $1 less than the amount that would trigger the "golden parachute"“golden parachute” excise tax under federal income tax rules (the "excise tax"“excise tax”) unless he or she signs a release and the after-tax benefit would be at least $50,000 more than it would be without capping the payments being capped.payments. In such case, such officer'sofficer’s payments and benefits would not be capped and such officerhe or she would be responsible for the payment of the excise tax.tax
payment. We would not pay any additional amount to cover the excise tax.
The tables below reflect the uncapped amounts, subject to reduction in the circumstances described in this paragraph.
Except for Messrs. DreilingOwen and Sparks,Zuazo, for each of whom a separate table is provided below to reflect actual payments made in 2023 or which may be made subsequent to 2023 subject to the conditions outlined above based upon their respectivehis applicable termination scenarios,scenario (in each case, involuntary termination without cause), and Mr. Tehle,Garratt, who is not included in the table because he received nodid not and will not receive any such payments as a result of his servicevoluntary termination without good reason, the following table reflectstables reflect potential payments to (1) Mr. Vasos; and (2) each named executive officerof Mss. Dilts, E. Taylor and R. Taylor and Mr. Wenkoff, in each case in various termination and change in control scenarios based on compensation, benefit and equity levels in effect on, and assuming the scenario was effective as of, January 29, 2016.February 2, 2024. For stock valuations, we have used the closing price of our stock on the NYSE on January 29, 2016February 2, 2024 ($75.06)136.16). The tables omit columns for any scenario that would not result in payments to any of the applicable named executive officers. The tables below report only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result, exclude earned but unpaid base salary through the employment termination date and equity awards and CDP/SERP Plan benefits that had vested prior to the event. For more information regarding the CDP/SERP Plan benefits, see "Nonqualified“Nonqualified Deferred Compensation Fiscal 2015"2023” above. The tables also exclude any amounts that are available generally to all salaried employees and do not discriminate in favor of our executive officers. Other than with respect to Messrs. DreilingOwen and Sparks,Zuazo, the amounts shown are merely estimates. We cannot determine actual amounts to be paid until a termination or change in control scenario occurs.
462024 Proxy Statement
Potential Payments to Named Executive Officers Upon Occurrence of
Various Termination Events
or Change in Control as of
January 29, 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name/Item | | Death
($) | | Disability
($) | | Retirement
($)(1) | | Voluntary
Without
Good
Reason
($) | | Involuntary
Without
Cause or
Voluntary
With Good
Reason
($) | | Involuntary
With
Cause
($) | | Change in
Control
($) | |
|---|
Mr. Vasos | | | | | | | | | | | | | | | | | | | | | | | |
Equity Vesting Due to Event | | 2,476,593 | | 2,476,593 | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | 2,910,140 | |
Cash Severance | | 956,548 | | n/a | | | n/a | | | | n/a | | | | 4,956,548 | | | | n/a | | | 4,956,548 | |
Health Payment | | n/a | | n/a | | | n/a | | | | n/a | | | | 10,623 | | | | n/a | | | 10,623 | |
Outplacement(2) | | n/a | | n/a | | | n/a | | | | n/a | | | | 8,500 | | | | n/a | | | 8,500 | |
Life Insurance Proceeds | | 2,500,000 | | n/a | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | n/a | |
Total | | 5,933,141 | | 2,476,593 | | | n/a | | | | n/a | | | | 4,975,671 | | | | n/a | | | 7,885,811 | |
| |
Mr. Garratt | | | | | | | | | | | | | | | | | | | | | | | |
Equity Vesting Due to Event | | 233,181 | | 233,181 | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | 292,178 | |
Cash Severance | | 199,223 | | n/a | | | n/a | | | | n/a | | | | 1,275,716 | | | | n/a | | | 1,275,716 | |
Health Payment | | n/a | | n/a | | | n/a | | | | n/a | | | | 20,822 | | | | n/a | | | 20,822 | |
Outplacement(2) | | n/a | | n/a | | | n/a | | | | n/a | | | | 8,500 | | | | n/a | | | 8,500 | |
Life Insurance Proceeds | | 1,250,000 | | n/a | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | n/a | |
Total | | 1,682,404 | | 233,181 | | | n/a | | | | n/a | | | | 1,305,038 | | | | n/a | | | 1,597,217 | |
| |
Mr. Flanigan | | | | | | | | | | | | | | | | | | | | | | | |
Equity Vesting Due to Event | | 2,030,184 | | 2,030,184 | | | 1,270,082 | | | | n/a | | | | n/a | | | | n/a | | | 2,348,138 | |
Cash Severance | | 340,439 | | n/a | | | n/a | | | | n/a | | | | 1,223,695 | | | | n/a | | | 1,223,695 | |
Health Payment | | n/a | | n/a | | | n/a | | | | n/a | | | | 10,623 | | | | n/a | | | 10,623 | |
Outplacement(2) | | n/a | | n/a | | | n/a | | | | n/a | | | | 8,500 | | | | n/a | | | 8,500 | |
Life Insurance Proceeds | | 1,200,000 | | n/a | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | n/a | |
Total | | 3,570,623 | | 2,030,184 | | | 1,270,082 | | | | n/a | | | | 1,242,818 | | | | n/a | | | 3,590,956 | |
| |
Mr. Ravener | | | | | | | | | | | | | | | | | | | | | | | |
Equity Vesting Due to Event | | 2,030,184 | | 2,030,184 | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | 2,348,138 | |
Cash Severance | | 372,291 | | n/a | | | n/a | | | | n/a | | | | 1,338,186 | | | | n/a | | | 1,338,186 | |
Health Payment | | n/a | | n/a | | | n/a | | | | n/a | | | | 20,102 | | | | n/a | | | 20,102 | |
Outplacement(2) | | n/a | | n/a | | | n/a | | | | n/a | | | | 8,500 | | | | n/a | | | 8,500 | |
Life Insurance Proceeds | | 1,312,000 | | n/a | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | n/a | |
Total | | 3,714,475 | | 2,030,184 | | | n/a | | | | n/a | | | | 1,366,788 | | | | n/a | | | 3,714,925 | |
| |
Ms. Taylor | | | | | | | | | | | | | | | | | | | | | | | |
Equity Vesting Due to Event | | 809,535 | | 809,535 | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | 1,041,245 | |
Cash Severance | | 362,026 | | n/a | | | n/a | | | | n/a | | | | 1,339,502 | | | | n/a | | | 1,339,502 | |
Health Payment | | n/a | | n/a | | | n/a | | | | n/a | | | | 19,705 | | | | n/a | | | 19,705 | |
Outplacement(2) | | n/a | | n/a | | | n/a | | | | n/a | | | | 8,500 | | | | n/a | | | 8,500 | |
Life Insurance Proceeds | | 1,313,000 | | n/a | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | n/a | |
Total | | 2,484,561 | | 809,535 | | | n/a | | | | n/a | | | | 1,367,707 | | | | n/a | | | 2,408,953 | |
| |
| | Name/Item | | | Death
($)(1) | | | Disability
($)(1) | | | Retirement
($)(2) | | | Involuntary
Without
Cause or
Voluntary
With Good
Reason
($) | | | Change in
Control With
Qualifying
Termination
($)(3) | |
| | Ms. Dilts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Vesting Due to Event(4) | | | | | 606,230 | | | | | | 606,230 | | | | | | n/a | | | | | | n/a | | | | | | 533,475 | | |
| | Cash Severance | | | | | — | | | | | | n/a | | | | | | n/a | | | | | | 3,720,869 | | | | | | 3,720,869 | | |
| | Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 28,702 | | | | | | 28,702 | | |
| | Outplacement(5) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,000 | | | | | | 8,000 | | |
| | Life Insurance Proceeds | | | | | 1,875,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| | Total | | | | | 2,481,230 | | | | | | 606,230 | | | | | | n/a | | | | | | 3,757,571 | | | | | | 4,291,046 | | |
| | Ms. E. Taylor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Vesting Due to Event(4) | | | | | 1,316,713 | | | | | | 1,316,713 | | | | | | n/a | | | | | | n/a | | | | | | 1,366,774 | | |
| | Cash Severance | | | | | — | | | | | | n/a | | | | | | n/a | | | | | | 3,666,527 | | | | | | 3,666,527 | | |
| | Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 29,332 | | | | | | 29,332 | | |
| | Outplacement(5) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,000 | | | | | | 8,000 | | |
| | Life Insurance Proceeds | | | | | 2,000,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| | Total | | | | | 3,316,713 | | | | | | 1,316,713 | | | | | | n/a | | | | | | 3,703,859 | | | | | | 5,070,633 | | |
| | Ms. R. Taylor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Vesting Due to Event(4) | | | | | 1,498,078 | | | | | | 1,498,078 | | | | | | 1,352,387 | | | | | | n/a | | | | | | 1,548,139 | | |
| | Cash Severance | | | | | — | | | | | | n/a | | | | | | n/a | | | | | | 3,322,790 | | | | | | 3,322,790 | | |
| | Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 28,702 | | | | | | 28,702 | | |
| | Outplacement(5) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,000 | | | | | | 8,000 | | |
| | Life Insurance Proceeds | | | | | 1,813,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| | Total | | | | | 3,311,078 | | | | | | 1,498,078 | | | | | | 1,352,387 | | | | | | 3,359,492 | | | | | | 4,907,632 | | |
| | Mr. Wenkoff | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Vesting Due to Event(4) | | | | | 1,490,544 | | | | | | 1,490,544 | | | | | | n/a | | | | | | n/a | | | | | | 1,533,162 | | |
| | Cash Severance | | | | | — | | | | | | n/a | | | | | | n/a | | | | | | 3,190,218 | | | | | | 3,190,218 | | |
| | Health Payment | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 29,332 | | | | | | 29,332 | | |
| | Outplacement(5) | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | 8,000 | | | | | | 8,000 | | |
| | Life Insurance Proceeds | | | | | 1,741,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| | Total | | | | | 3,231,544 | | | | | | 1,490,544 | | | | | | n/a | | | | | | 3,227,550 | | | | | | 4,760,711 | | |
In addition to the onlyamounts reported above, depending upon the cause of death or loss suffered, a named executive officer other than Mr. Dreiling who wasmay also be eligible to receive payment of up to $50,000 under our group accidental death and dismemberment program.
(2)
Ms. R. Taylor meets the Normal Retirement requirements with respect to her 2021, 2022 and 2023 equity awards. None of the remaining named executive officers listed in the table were eligible for retirement on January 29, 2016.
(2)February 2, 2024.
(3)
Reflects the value of accelerated equity vesting upon a “qualifying termination” after a change in control under the applicable award agreement, as well as the value of payments and benefits provided under the applicable employment agreement for involuntary termination without cause or voluntary termination with good reason with or without a change in control, which are types of “qualifying termination.”
(4)
For the portion of PSUs that are subject to performance for periods ending after February 2, 2024, the equity vesting value included in the Death, Disability and Retirement columns assumes a target payout of 100% for 2022 and a threshold payout of 50% for 2023, prorated for a death, disability or retirement termination scenario occurring on February 2, 2024.
(5)
Estimated based on information provided by our outplacement services provider.
2024 Proxy Statement47
Potential Payments to Mr. Vasos
| | Item | | | Death
($)(1)(2) | | | Disability
($)(1)(2) | | | Before
Appointment
of Successor
CEO Involuntary
Without
Cause or
Voluntary
With
Good Reason
($)(3) | | | Voluntary
With Good
Reason On
or After
Appointment
of Successor
CEO
($)(2) | | | On or After
Appointment
of Successor
CEO Voluntary
Without Good
Reason or
Involuntary
Without
Cause
($)(2) | | | Voluntary
Termination
of Board
Service
($)(4) | | | Change in
Control With
Qualifying
Termination
or After
2023
Retirement
($)(5) | |
| | Equity Vesting Due to Event | | | | | 11,249,095 | | | | | | 11,249,095 | | | | | | 120,425 | | | | | | 4,827,925 | | | | | | 4,827,925 | | | | | | 120,425 | | | | | | 7,840,601 | | |
| | Cash Severance | | | | | — | | | | | | n/a | | | | | | 7,000,000 | | | | | | 7,000,000 | | | | | | — | | | | | | n/a | | | | | | 7,000,000 | | |
| | Health Payment | | | | | n/a | | | | | | n/a | | | | | | 28,390 | | | | | | 28,390 | | | | | | n/a | | | | | | n/a | | | | | | 28,390 | | |
| | Outplacement(6) | | | | | n/a | | | | | | n/a | | | | | | 8,000 | | | | | | 8,000 | | | | | | n/a | | | | | | n/a | | | | | | 8,000 | | |
| | Life Insurance Proceeds | | | | | 3,500,000 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| | Total | | | | | 14,749,095 | | | | | | 11,249,095 | | | | | | 7,156,815 | | | | | | 11,864,315 | | | | | | 4,827,925 | | | | | | 120,425 | | | | | | 14,876,991 | | |
(1)
In addition to the amounts reported above, depending upon the cause of
Contents
Actual death or loss suffered, Mr. Vasos may also be eligible to receive payment of up to $50,000 under our group accidental death and dismemberment program.
(2)
The equity vesting value includes the accelerated vesting of Mr. Vasos’s 2023 NED RSUs, assuming his Board service terminated due to death, disability or resignation, as applicable, on the same date as his employment.
(3)
The equity vesting value reflects the accelerated vesting of Mr. Vasos’s NED RSUs, assuming his Board service terminated due to resignation on the same date as his employment.
(4)
The equity vesting value reflects the accelerated vesting of Mr. Vasos’s NED RSUs.
(5)
The equity vesting value includes the accelerated vesting of Mr. Vasos’s NED RSUs, which vest upon a change in control.
(6)
Estimated based on information provided by our outplacement services provider.
Payments to Messrs. DreilingOwen and Sparks
Zuazo
| | Mr. Owen | | | Payments in
Connection with
Termination
($) | |
| | Equity Vesting Due to Event | | | | | n/a | | |
| | Cash Severance | | | | $ | 5,625,000 | | |
| | Health Payment | | | | $ | 27,164 | | |
| | Outplacement(1) | | | | $ | 8,000 | | |
| | Total | | | | $ | 5,660,164 | | |
| | Mr. Zuazo | | | Payments in
Connection with
Termination
($) | |
| | Equity Vesting Due to Event | | | | | n/a | | |
| | Cash Severance | | | | $ | 2,835,747 | | |
| | Health Payment | | | | $ | 26,144 | | |
| | Outplacement(1) | | | | $ | 8,000 | | |
| | Total | | | | $ | 2,869,891 | | |
(1)
Estimated based on information provided by our outplacement services provider.
| | | | | | |
| Mr. Dreiling(1) | | Payments in
Connection with
Retirement | |
|---|
Equity Vesting Due to Event | | | $ | 10,467,726 | | |
Fiscal 2015 Teamshare Payout | | | $ | 1,942,422 | | |
Cash Severance | | | n/a | | |
Health Continuation | | | n/a | | |
Outplacement | | | n/a | | |
Life Insurance Proceeds | | | n/a | | |
Total | | | $ | 12,410,148 | | |
482024 Proxy Statement
| | | | | | |
| Mr. Sparks(2) | | Payments in
Connection with
Involuntary
Termination Without
Cause | |
|---|
Equity Vesting Due to Event | | | n/a | | |
Cash Severance | | | $ | 1,676,348 | | |
Health Payment | | | $ | 19,234 | | |
Outplacement | | | $ | 10,000 | | |
Life Insurance Proceeds | | | n/a | | |
Total | | | $ | 1,705,582 | | |
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain of our financial performance. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Compensation Discussion and Analysis.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100
Investment Based on: | | | | | | | | | | | | | |
| | Year | | | Summary
Compensation
Table Total
for
CEO
Todd J. Vasos
($) | | | Summary
Compensation
Table Total
for
Former CEO
Jeffery C.
Owen
($) | | | Compensation
Actually
Paid to CEO
Todd J.
Vasos
($)(1) | | | Compensation
Actually
Paid to
Former CEO
Jeffery C.
Owen
($)(1) | | | Average
Summary
Compensation
Table Total
for
Non-CEO
Named
Executive
Officers
($)(2) | | | Average
Compensation
Actually Paid
to Non-CEO
Named
Executive
Officers
($)(1)(2) | | | Total
Shareholder
Return
($)(3) | | | Peer Group
Total
Shareholder
Return
($)(4) | | | Former
Peer Group
Total
Shareholder
Return
($)(4) | | | Net
Income
($)(5) | | | Adjusted
EBIT
($)(6) | |
| | 2023 | | | | | 8,980,117 | | | | | | 6,912,197 | | | | | | (2,056,638) | | | | | | (24,320) | | | | | | 2,255,670 | | | | | | (464,265) | | | | | | 92.43 | | | | | | 159.96 | | | | | | 162.21 | | | | | | 1,661,274,000 | | | | | | 2,597,313,000 | | |
| | 2022 | | | | | 15,621,406 | | | | | | 12,032,684 | | | | | | 34,630,029 | | | | | | 15,272,360 | | | | | | 3,512,266 | | | | | | 6,376,349 | | | | | | 152.34 | | | | | | 141.50 | | | | | | 125.62 | | | | | | 2,415,989,000 | | | | | | 3,590,529,000 | | |
| | 2021 | | | | | 16,618,873 | | | | | | — | | | | | | 30,774,890 | | | | | | — | | | | | | 3,891,597 | | | | | | 6,426,452 | | | | | | 135.23 | | | | | | 139.54 | | | | | | 153.61 | | | | | | 2,399,232,000 | | | | | | 3,455,592,000 | | |
| | 2020 | | | | | 16,452,823 | | | | | | — | | | | | | 51,714,395 | | | | | | — | | | | | | 3,991,825 | | | | | | 8,861,693 | | | | | | 127.80 | | | | | | 117.55 | | | | | | 141.39 | | | | | | 2,655,050,000 | | | | | | 3,630,107,000 | | |
(1)
Compensation Actually Paid reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity award valuations used in these calculations are consistent with, and do not materially differ from, the Company’s practice of equity award valuation at grant date. For the PSUs tied to adjusted ROIC performance, change in fair value is based on the Company’s estimate of the probable outcome of the adjusted ROIC performance goal for the relevant performance period as of the last day of the relevant fiscal year. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to Messrs. Vasos or Owen or the actual average amount of compensation earned by or paid to our other named executive officers as a group during the applicable year. To calculate Compensation Actually Paid, the following amounts were deducted from and added to Summary Compensation Table total compensation:
CEO (Vasos) Summary Compensation Table Total to Compensation Actually Paid:
| | Year | | | Salary
($) | | | Stock and
Option
Awards
($) | | | Non-Equity
Incentive
Compensation
($) | | | All
Other
Compensation
($)(a) | | | Summary
Compensation
Table Total
($) | | | Deductions
from Summary
Compensation
Table Total
($)(b) | | | Additions to
Summary
Compensation
Table Total
($)(c) | | | Compensation
Actually
Paid
($) | |
| | 2023 | | | | | 652,461 | | | | | | 7,952,550 | | | | | | — | | | | | | 375,106 | | | | | | 8,980,117 | | | | | | (7,952,550) | | | | | | (3,084,205) | | | | | | (2,056,638) | | |
| | 2022 | | | | | 1,391,720 | | | | | | 11,517,337 | | | | | | 2,520,000 | | | | | | 192,349 | | | | | | 15,621,406 | | | | | | (11,517,337) | | | | | | 30,525,960 | | | | | | 34,630,029 | | |
| | 2021 | | | | | 1,350,052 | | | | | | 10,418,597 | | | | | | 4,544,529 | | | | | | 305,695 | | | | | | 16,618,873 | | | | | | (10,418,597) | | | | | | 24,574,614 | | | | | | 30,774,890 | | |
| | 2020 | | | | | 1,341,718 | | | | | | 8,948,115 | | | | | | 6,075,000 | | | | | | 87,990 | | | | | | 16,452,823 | | | | | | (8,948,115) | | | | | | 44,209,687 | | | | | | 51,714,395 | | |
Former CEO (Owen) Summary Compensation Table Total to Compensation Actually Paid:
| | Year | | | Salary
($) | | | Stock and
Option
Awards
($) | | | Non-Equity
Incentive
Compensation
($) | | | All
Other
Compensation
($)(a) | | | Summary
Compensation
Table Total
($) | | | Deductions
from Summary
Compensation
Table Total
($)(b) | | | Additions to
Summary
Compensation
Table Total
($)(c) | | | Compensation
Actually
Paid
($) | |
| | 2023 | | | | | 792,439 | | | | | | 6,030,777 | | | | | | — | | | | | | 88,981 | | | | | | 6,912,197 | | | | | | (6,030,777) | | | | | | (905,740) | | | | | | (24,320) | | |
| | 2022 | | | | | 962,310 | | | | | | 9,629,223 | | | | | | 1,344,299 | | | | | | 96,852 | | | | | | 12,032,684 | | | | | | (9,629,223) | | | | | | 12,868,899 | | | | | | 15,272,360 | | |
Average Non-CEO Named Executive Officers Summary Compensation Table Total to Compensation Actually Paid (all amounts are averaged for each component of each relative year):
| | Year | | | Salary
($) | | | Stock and
Option
Awards
($) | | | Non-Equity
Incentive
Compensation
($) | | | All
Other
Compensation
($)(a) | | | Summary
Compensation
Table Total
($) | | | Deductions
from Summary
Compensation
Table Total
($)(b) | | | Additions to
Summary
Compensation
Table Total
($)(c) | | | Compensation
Actually
Paid
($) | |
| | 2023 | | | | | 564,873 | | | | | | 1,267,919 | | | | | | — | | | | | | 422,879 | | | | | | 2,255,670 | | | | | | (1,267,919) | | | | | | (1,452,017) | | | | | | (464,265) | | |
| | 2022 | | | | | 711,643 | | | | | | 2,004,911 | | | | | | 675,264 | | | | | | 120,448 | | | | | | 3,512,266 | | | | | | (2,004,911) | | | | | | 4,868,994 | | | | | | 6,376,349 | | |
| | 2021 | | | | | 718,426 | | | | | | 1,740,541 | | | | | | 1,340,080 | | | | | | 92,551 | | | | | | 3,891,597 | | | | | | (1,740,541) | | | | | | 4,275,396 | | | | | | 6,426,452 | | |
| | 2020 | | | | | 634,595 | | | | | | 1,620,602 | | | | | | 1,353,871 | | | | | | 382,757 | | | | | | 3,991,825 | | | | | | (1,620,602) | | | | | | 6,490,470 | | | | | | 8,861,693 | | |
(a)
Reflects “All Other Compensation” reported in the Summary Compensation Table for each year shown.
2024 Proxy Statement49
(b)
Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years reflected in this table, therefore a deduction from the Summary Compensation Table total related to pension value was not required.
(c)
Reflects the value of equity calculated in accordance with the SEC’s methodology for determining Compensation Actually Paid for each year shown.
The following table includes supplemental data for the calculation resulting in the equity component of Mr. Vasos’s Compensation Actually Paid for the periods indicated:
| | Year | | | Addition of Fair
Value of Current
Year Equity Awards
Unvested at
Fiscal Year End
($) | | | Addition of Change
in Value of Prior
Years’ Equity Awards
Unvested at Fiscal
Year End
($) | | | Addition of Change
in Value of Prior
Years’ Equity Awards That
Vested in Fiscal Year
($) | | | Equity Value
Included in
Compensation
Actually Paid
($) | |
| | 2023 | | | | | 12,092,500 | | | | | | (11,953,353) | | | | | | (3,223,353) | | | | | | (3,084,205) | | |
| | 2022 | | | | | 18,548,895 | | | | | | 7,315,148 | | | | | | 4,661,916 | | | | | | 30,525,960 | | |
| | 2021 | | | | | 20,063,063 | | | | | | 2,900,588 | | | | | | 1,610,963 | | | | | | 24,574,614 | | |
| | 2020 | | | | | 24,865,308 | | | | | | 16,856,565 | | | | | | 2,487,814 | | | | | | 44,209,687 | | |
The following table includes supplemental data for the calculation resulting in the equity component of Mr. Owen’s Compensation Actually Paid for the period indicated:
| | Year | | | Addition of Fair
Value of Current
Year Equity Awards
Unvested at
Fiscal Year End
($) | | | Addition of Change
in Value of Prior
Years’ Equity Awards
Unvested at Fiscal
Year End
($) | | | Addition of Change
in Value of Prior
Years’ Equity Awards That
Vested in Fiscal Year
($) | | | Equity Value
Included in
Compensation
Actually Paid
($) | |
| | 2023 | | | | | — | | | | | | — | | | | | | (905,740) | | | | | | (905,740) | | |
| | 2022 | | | | | 10,142,910 | | | | | | 1,682,984 | | | | | | 1,043,005 | | | | | | 12,868,899 | | |
The following table includes supplemental data for the calculation resulting in the equity component of the non-CEO named executive officers’ average Compensation Actually Paid for the periods indicated:
| | Year | | | Additions of Average
Fair Value of Current
Year Equity Awards
Unvested at
Fiscal Year End
($) | | | Additions of Average
Change in Value of
Prior Years’ Equity Awards
Unvested at Fiscal
Year End
($) | | | Additions of
Average Change in
Value of Prior Years’ Equity
Awards That Vested
in Fiscal Year
($) | | | Average Equity
Value Included in
Compensation
Actually Paid
($) | |
| | 2023 | | | | | 353,167 | | | | | | (1,418,895) | | | | | | (386,289) | | | | | | (1,452,017) | | |
| | 2022 | | | | | 3,168,564 | | | | | | 1,048,097 | | | | | | 652,334 | | | | | | 4,868,994 | | |
| | 2021 | | | | | 3,351,740 | | | | | | 535,079 | | | | | | 388,578 | | | | | | 4,275,396 | | |
| | 2020 | | | | | 4,004,324 | | | | | | 2,332,449 | | | | | | 153,697 | | | | | | 6,490,470 | | |
(2)
Named executive officers (other than the CEO) for each fiscal year are:
| | 2023 Other
Named Executive Officers | | | 2022 Other
Named Executive Officers | | | 2021 Other
Named Executive Officers | | | 2020 Other
Named Executive Officers | |
| | Kelly M. Dilts, Executive Vice President & Chief Financial Officer | | | John W. Garratt, President & Chief Financial Officer | | | John W. Garratt, Executive Vice President & Chief Financial Officer | | | John W. Garratt, Executive Vice President & Chief Financial Officer | |
| | John W. Garratt, Former President & Chief Financial Officer | | | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | | | Jeffery C. Owen, Chief Operating Officer | | | Jeffery C. Owen, Chief Operating Officer | |
| | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | | | Rhonda M. Taylor, Executive Vice President & General Counsel | | | Rhonda M. Taylor, Executive Vice President & General Counsel | | | Jason S. Reiser, former Executive Vice President & Chief Merchandising Officer | |
| | Rhonda M. Taylor, Executive Vice President & General Counsel | | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | | Rhonda M. Taylor, Executive Vice President & General Counsel | |
| | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | | | | | | | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | |
| | Antonio Zuazo, Former Executive Vice President, Global Supply Chain | | | | | | | | | | |
(3)
Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period.
502024 Proxy Statement
(4)
Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Consumer Staples Distribution & Retail Index. The former peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Distribution & Retail Index. Until 2023, we were included in the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly known as the S&P 500 Retailing Index), but during 2023, we were moved to the S&P 500 Consumer Staples Distribution & Retail Index. As a result, we have selected the S&P 500 Consumer Staples Distribution & Retail Index as our peer index.
(5)
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
(6)
Adjusted EBIT is defined in “Compensation Discussion and Analysis—Short-Term Cash Incentive Plan—2023 Teamshare Structure.” All amounts for prior years have been calculated using this Adjusted EBIT definition. While we use several financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBIT, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to Company performance.
Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay for performance philosophy. The financial metrics that the Compensation Committee selects for both our short-term cash incentive plan and our long-term equity incentive program are selected in order to fulfill our pay for performance philosophy and to align the interests of our named executive officers and our shareholders. Our most important financial performance measures for linking executive compensation actually paid to our named executive officers, for the most recently completed fiscal year, to our performance are as follows:
•
Adjusted EBIT
•
Adjusted EBITDA
•
Adjusted ROIC
Adjusted EBIT, adjusted EBITDA and adjusted ROIC are defined in “Compensation Discussion and Analysis—Short-Term Cash Incentive Plan—2023 Teamshare Structure,” “Compensation Discussion and Analysis—Long-Term Equity Incentive Program—2023 Annual Equity Award Structure,” and “Compensation Discussion and Analysis—Long-Term Equity Incentive Program—2021 PSU Awards—Completed 2021-2023 Performance Period,” respectively.
Relationship Between Compensation Actually Paid and Performance Measures
The charts below show, for the past four years, the relationship between the CEO and non-CEO compensation actually paid and our (1) cumulative TSR, (2) net income, and (3) adjusted EBIT, as well as the relationship of our cumulative TSR relative to the cumulative TSR of the current and former peer groups.
2024 Proxy Statement51
The above disclosures under “Pay Versus Performance” should not be deemed incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates such disclosures by reference therein.
522024 Proxy Statement
(1)See "Payments to Mr. Dreiling" above.
(2)See "Payments to Mr. Sparks" above.
Compensation Committee Interlocks and Insider Participation
Each
None of
Ms. Fili-Krushel or Messrs. Bryant and
Rhodes and Ms. Fili-KrushelMcGuire, each of whom was a member of our Compensation Committee during
2015. Noneall or a portion of
these persons2023: (1) was at any time during
20152023 an officer or employee,
of Dollar General or
any of our subsidiaries; (2) was at any time prior to
20152023 an officer, of Dollar General or any of our subsidiaries; or
(3)(2) had any relationship requiring disclosure under
the section of this document entitled "Transactions“Transactions with Management and Others.
"” Also, none of our executive officers serves, or in the past fiscal year has served, as a director
of, or
as a member of the compensation committee (or
other board committee performing equivalent
functions)committee) member of any entity that has
one or more of itsan executive
officersofficer serving as a
director of Dollar General
director or
as a member of our Compensation
Committee.
Committee member.
Compensation Risk Considerations
In December 2015,March 2024, our Compensation Committee with input from its compensation consultant and management, reviewed a risk assessment of our compensation policies and practicesprogram for all employees, including executive officers, to assess the risks that may ariseprepared by its compensation consultant with input from our compensation programs.management. The assessment included a review of our compensation programs for certain design features which could potentially encourage excessive risk-taking or otherwise generatecreate risk to Dollar General. As a result of that assessment, the CompensationThe Committee concluded, after considering the degree to which identified risk-aggravating factors were offset by risk-mitigating factors, that the net risks created by our overall compensation program wereare not reasonably likely to have a material adverse effect on Dollar General. The Compensation Committee rolled forward this assessment
Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and our Chief Executive Officer (our “CEO”). This pay ratio is a reasonable estimate calculated in March 2016 to consider any changes toa manner consistent with SEC rules based on our payroll and employment records and the compensation program since December 2015 and reached the same conclusion as it reachedmethodology described below.
Dollar General had two CEOs in
December 2015.
Table of Contents
SECURITY OWNERSHIP
fiscal year 2023. For purposes of calculating the pay ratio, we annualized the salary of our current CEO, Mr. Vasos, who began serving in
the role in October 2023, and included other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. Accordingly, Mr. Vasos’s fiscal year 2023 annual total compensation for purposes of the pay ratio calculation was $9,727,656.
The fiscal year 2023 annual total compensation of the median compensated employee (a full-time store associate) of our temporary, part-time and full-time employee base who were employed as of the last day of our 2023 fiscal year (February 2, 2024), other than our CEO, calculated in accordance with the rules applicable to the Summary Compensation Table, was $18,657, resulting in an estimated pay ratio of 1:521.
As of February 2, 2024, our total population, excluding the CEO, consisted of 175,776 compensated employees, of which 232 were located in non-U.S. jurisdictions as follows: Mexico (123); China (96); Hong Kong (12); and Turkey (1). As permitted by SEC rules, we excluded all such 232 non-U.S. employees. After applying this exemption, the employee population used to identify the median employee consisted of 175,544 temporary, part-time and full-time employees located solely in the U.S.
To identify the median compensated employee, we used W-2 Box 5 Medicare wages for the period from February 4, 2023 (the first day of our 2023 fiscal year) through February 2, 2024 (the last day of our 2023 fiscal year), with such amounts annualized for those permanent employees who did not work for the full year. Our determination of the median compensated employee yielded two median compensated employees because the median population we used had an even number of employees. From the two employees, we selected as the median compensated employee the employee who worked more of the year than the other.
The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios, and may not have had two CEOs during 2023.
2024 Proxy Statement53
PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we provide our shareholders each year with an opportunity to vote on an advisory and nonbinding basis on the compensation paid to our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. Accordingly, you may vote on the following resolution at the annual meeting: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Dollar General’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the accompanying compensation tables, below,and the related narrative disclosures in this proxy statement.”
As discussed in detail in the “Compensation Discussion and Analysis” section, the Compensation Committee actively oversees our executive compensation program, adopting changes and awarding compensation as appropriate to reflect Dollar General’s circumstances and to promote the main objectives of the program. Our compensation programs are designed to attract, retain and motivate persons with superior ability, to reward outstanding performance, and to align the long-term interests of our named executive officers with those of our shareholders. Under these programs, our named executive officers are rewarded for the achievement of specific annual and long-term goals and the realization of increased shareholder value. We firmly believe that the information we have provided in this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure alignment of management’s and shareholders’ interests to support long-term value creation. At our 2023 annual
meeting of shareholders, over 90% of shareholder votes were cast in support of our executive compensation program.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. This vote also is not a vote on director compensation, as described under “Director Compensation,” or on our compensation policies as they relate to risk management, as described under “Compensation Risk Considerations” in the “Executive Compensation” section.
Our Board of Directors is asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement in accordance with SEC rules by voting for this proposal. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded and will not be binding on or overrule any decisions by the Compensation Committee or the Board. Nonetheless, our Board and the Compensation Committee value our shareholders’ views and intend to consider the outcome of the vote, along with other relevant factors, when making future named executive officer compensation decisions.
At our annual meeting of shareholders held on May 31, 2023, our shareholders expressed a preference that advisory votes on executive compensation occur every year. Consistent with this preference, our Board of Directors implemented an annual advisory vote on executive compensation until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur at the 2029 annual meeting.
| | | | | The Board of Directors unanimously recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement. | |
542024 Proxy Statement
SECURITY OWNERSHIP
The following tables show the amount of our common stock beneficially owned by the listed persons as of March 20, 2024. For purposes of such tables, a person is a "beneficial owner" of“beneficially owns” a security over whichif that person directly or indirectly has or shares voting or investment power or which that person has the right to acquire beneficial ownership within 60 days. Percentage computations are based on 219,670,239 shares of our common stock outstanding as of March 20, 2024, unless otherwise noted.
Security Ownership of Certain Beneficial Owners
The following table pertains to beneficial ownership by those known by us to beneficially own more than 5% of our common stock.
| | Name and Address of Beneficial Owner | | | Amount and Nature of
Beneficial Ownership | | | Percent of Class | |
| | The Vanguard Group(1) | | | | | 25,071,171 | | | | | | 11.4% | | |
| | BlackRock, Inc.(2) | | | | | 19,372,663 | | | | | | 8.8% | | |
| | Capital International Investors(3) | | | | | 19,181,090 | | | | | | 8.7% | | |
| | T. Rowe Price Associates, Inc.(4) | | | | | 18,218,386 | | | | | | 8.3% | | |
| | Capital World Investors(5) | | | | | 13,083,450 | | | | | | 6.0% | | |
(1)
The Vanguard Group has shared power to vote or direct the vote of 296,570 shares, sole power to dispose or direct the disposition of 24,121,429 shares, and shared power to dispose or direct the disposition of 949,742 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. All information is based solely on Amendment No. 11 to Statement on Schedule 13G filed on February 13, 2024.
(2)
BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 17,824,788 shares and sole power to dispose or direct the disposition of 19,372,663 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. All information is based solely on Amendment No. 9 to Statement on Schedule 13G filed on February 12, 2024.
(3)
Capital International Investors (“CII”) is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “Investment Management Entities”). CII’s divisions of each of the Investment Management Entities collectively provide investment management services under the name “Capital International Investors.” CII is deemed to be the beneficial owner of the shares reported in the table above but disclaims such beneficial ownership pursuant to Exchange Act Rule 13d-4. CII has sole power to vote or direct the vote of 19,126,583 shares and sole power to dispose or direct the disposition of 19,181,090 shares. The address of CII is 333 South Hope Street, 55th Fl, Los Angeles, California 90071. All information is based solely on Statement on Schedule 13G filed on February 9, 2024.
(4)
T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 8,537,130 shares and sole power to dispose or direct the disposition of 18,132,035 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. All information is based solely on Amendment No. 9 to Statement on Schedule 13G filed on February 14, 2024.
(5)
Capital World Investors (“CWI”) is a division of the Investment Management Entities. CWI’s divisions of each of the Investment Management Entities collectively provide investment management services under the name “Capital World Investors.” CWI is deemed to be the beneficial owner of the shares reported in the table above but disclaims such beneficial ownership pursuant to Exchange Act Rule 13d-4. CWI has sole power to vote or direct the vote of 13,071,136 shares and sole power to dispose or direct the disposition of 13,083,450 shares. The address of CWI is 333 South Hope Street, 55th Fl, Los Angeles, California 90071. All information is based solely on Statement on Schedule 13G filed on February 9, 2024.
2024 Proxy Statement55
Security Ownership of Officers and Directors
The following table shows the beneficial ownership of our directors, nominees and named executive officers individually and our current directors and executive officers as a group. Unless otherwise noted, to our knowledge these persons have sole voting and investment power over the shares listed.
Percentage computations are based on 286,669,916 shares of our common stock outstanding as of March 17, 2016.
Security Ownership of Certain Beneficial Owners
The following table shows the amount of our common stock beneficially owned as of March 17, 2016 by those known by us to beneficially own more than 5% of our common stock.
| | | | | | | | | | | |
| Name and Address of Beneficial Owner | | Amount and Nature of
Beneficial Ownership | | Percent of Class | |
|---|
BlackRock, Inc.(1) | | | 25,701,473 | | | | 9.0% | | |
GIC Private Limited(2) | | | 22,673,678 | | | | 7.9% | | |
The Vanguard Group(3) | | | 20,122,432 | | | | 7.0% | | |
(1)BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 22,776,178 shares and sole power to dispose or direct the disposition of 25,701,473 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. All information is based solely on Amendment No. 1 to Statement on Schedule 13G filed on January 26, 2016.
(2)GIC Private Limited ("GIC") is a fund manager with two clients—the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and dispose of the 17,057,026 securities beneficially owned by it. GIC shares power to vote and dispose of 5,616,152 securities beneficially owned by it with MAS. GIC disclaims membership in a group. The address of GIC is 168, Robinson Road, #37-01, Capital Tower, Singapore 068912. All information is based solely on Amendment No. 1 to Statement on Schedule 13G filed on February 2, 2016.
(3)The Vanguard Group has sole power to vote or direct the vote over 555,340 shares, shared power to vote or direct the vote over 30,500 shares, sole power to dispose or direct the disposition of 19,543,480 shares, and shared power to dispose or direct the disposition of 578,952 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 458,352 shares as a result of its serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 217,588 shares as a result of its serving as investment manager of Australian investment offerings. The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, Pennsylvania 19355. All information is based solely on Amendment No. 2 to Statement on Schedule 13G filed on February 11, 2016.
Table of Contents
Security Ownership of Officers and Directors
The following table shows the amount of our common stock beneficially owned as of March 17, 2016 by our current directors and our named executive officers individually and by our current directors and all of our current executive officers as a group. Unless otherwise noted, theseThese persons may be contacted at our executive offices.
| | | | | | | | | | | | |
| Name of Beneficial Owner | | Amount and Nature of
Beneficial Ownership | | Percent of
Class | |
|---|
Warren F. Bryant(1)(2)
| | | 25,357Amount and Nature of
Beneficial Ownership(1)(2) | | | Percent of Class | |
| | Warren F. Bryant(3) | | | | | 40,045 | | | | | | * | | |
| Michael M. Calbert(1)(2)(3)(4) | | | 69,371 | | 121,303 | | | | | | * | | |
Sandra B. Cochran(1)(2)
| Ana M. Chadwick(5) | | | 12,107 | | 1,722 | | | | | | * | | |
| Patricia D. Fili-Krushel(1)(6) | | | 10,735 | | 23,684 | | | | | | * | | |
Paula A. Price(1)(2)
| Timothy I. McGuire | | | 3,446 | | 11,990 | | | | | | * | | |
William C. Rhodes, III(1)(2)(4)
| David P. Rowland | | | 41,342 | | 1,209 | | | | | | * | | |
David B. Rickard(1)(2)
| Debra A. Sandler | | | 25,573 | | 3,013 | | | | | | * | | |
Todd J. Vasos(1)
| Ralph E. Santana | | | 144,601 | | 6,257 | | | | | | * | | |
Richard W. Dreiling(1)
| Todd J. Vasos | | | 152,049 | | 347,717 | | | | | | * | | |
John W. Garratt(1)
| Jeffery C. Owen | | | 4,586 | | 50,131 | | | | | | * | | |
David
| Kelly M. Tehle | | | —Dilts | | | | — | 29,324 | | |
John W. Flanigan(1)
| | | 53,877 | | | | * | | |
Robert D. Ravener(1)
| John W. Garratt | | | 168,885 | | 27,234 | | | | | | * | | |
Rhonda M.
| Emily C. Taylor(1) | | | 37,853 | | 73,132 | | | | | | * | | |
Gregory A. Sparks
| | | —Rhonda M. Taylor | | | | — | 104,192 | | | | | | * | | |
| Carman R. Wenkoff | | | | | 138,058 | | | | | | * | | |
| | Antonio Zuazo | | | | | 9,647 | | | | | | * | | |
| | All current directors and executive officers
as a group (15(17 persons)(1)(2)(3)(4)(5)(6) | | | 630,172 | | 1,087,236 | | | | | | * | | |
Denotes less than 1% of class.
(1)
Share totals have been rounded to the nearest whole share.
(2)
Includes the following number of shares (1) underlying RSUs (including additional RSUs credited, where applicable, as a result of dividend equivalents earned with respect to the RSUs) and earned PSUs, in each case that are or could be settleable within 60 days of March 17, 201620, 2024, over which the person will not have voting or investment power until the applicable RSUs and PSUs are settled: Mr. Bryant (3,011); Mr. Calbert (4,179); Ms. Cochran (2,050); Ms. Pricesettled, and Mr. Rhodes (1,682); Mr. Rickard (5,190); Mr. Vasos (6,332); Mr. Garratt (403); Messrs. Flanigan and Ravener (5,223); Ms. Taylor (2,086); and all current directors and executive officers as a group (38,651). Also includes the following number of shares(2) subject to options exercisable either currently exercisable or exercisable within 60 days of March 17, 201620, 2024, over which the person will not have voting or investment power until the options are exercised: each of Messrs.Mr. Bryant (2,986 RSUs); Mr. Calbert and Rhodes (15,088)(25,094 RSUs); Ms. Cochran (6,426)Chadwick (1,602 RSUs); Ms. Fili-Krushel (6,255)(884 RSUs); Mr. McGuire (884 RSUs); Mr. Rowland (1,149 RSUs); Ms. Price (1,201)Sandler (1,685 RSUs); Mr. Rickard (14,845)Santana (884 RSUs); Mr. Vasos (89,661)(884 RSUs; 53,849 PSUs; 190,658 options); Ms. Dilts (963 RSUs; 1,519 PSUs; 23,952 options); Ms. E. Taylor (6,840 PSUs; 52,147 options); Ms. R. Taylor (8,172 PSUs; 55,773 options); Mr. Dreiling (135,311); Mr. Garratt (3,762); Mr. Flanigan (38,352); Mr. Ravener (150,385); Ms. Taylor (30,808)Wenkoff (8,172 PSUs; 102,377 options); and all current directors and executive officers as a group (402,636)(38,953 RSUs; 89,778 PSUs; 564,217 options). Further includes the following number ofSuch shares underlying earned PSUs that are or could be settleable within 60 days of March 17, 2016 over which the person will not have voting or investment power until the PSUs are settled: Mr. Vasos (4,991); Mr. Garratt (421); Mr. Flanigan (6,920); Mr. Ravener (3,887); Ms. Taylor (1,977); and all current directors and executive officers as a group (19,380). The shares described in this note are considered outstanding for the purpose of computing the percentage of outstanding stock owned by each named person and by the group but not for the purpose of computing the percentage ownership of any other person.
(2)Share totals Excludes shares underlying RSUs that are vested but deferred at the election of Mr. Calbert and Ms. Sandler, but over which such persons will not have been roundedvoting or investment power until the applicable RSUs are settled on a date that is later than 60 days after March 20, 2024.
(3)
Mr. Bryant may be deemed to share voting and investment power over 425 shares held by the nearest whole share to simplify reporting.
(3)Christopher W. Bryant Legacy Trust and 425 shares held by the Jennifer M. Bryant Legacy Trust.
(4)
Mr. Calbert shares voting and investment power over 38,00090,209 shares with his spouse, Barbara Calbert, as co-trustee of The Michael and Barbara Calbert 2007 Joint Revocable Trust.
(4)Mr. Rhodes
(5)
Ms. Chadwick shares voting and investment power over 23,597120 shares with hisher spouse, Amy Rhodes, asTomás Chadwick.
(6)
Ms. Fili-Krushel shares voting and investment power over 7,591 shares with her spouse, Kenneth Krushel.
Delinquent Section 16(a) Reports
The U.S. securities laws require our executive officers, directors and greater than 10% shareholders to file reports of attorneyownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based solely upon a review of The Amy Plunkett Rhodes Revocable Living Trust, dated July 30, 2014.these reports furnished to us during and with respect to 2023, or written representations that no Form 5 reports were required, we believe that each of those persons filed, on a timely basis, the reports required by Section 16(a) of the Exchange Act, except that Mr. Bryant filed one Form 4 in 2024 that reported on an untimely basis a total of two transactions during 2023 involving a cumulative total of 850 shares.
562024 Proxy Statement
The Audit Committee of our Board of Directors has:
•
reviewed and discussed with management the audited financial statements for the fiscal year ended January 29, 2016,
February 2, 2024,
•
discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 16,Communication with Audit Committees, as adopted byapplicable requirements of the Public Company Accounting Oversight Board
and the SEC,
•
received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence, and
•
discussed with Ernst & Young LLP
theirthe independence
from Dollar General and its management.of Ernst & Young LLP.
Based on these reviews and discussions, the Audit Committee unanimously recommended to the Board of
Directors that Dollar
General'sGeneral’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended
January 29, 2016February 2, 2024, for filing with the SEC.
While the Audit Committee has the responsibilities and powers set forth in its charter, the Audit Committee does not have the duty to plan or conduct audits or to determine that Dollar General's financial statements are complete, accurate, or in accordance with generally accepted accounting principles. Dollar General's management and independent auditor have this responsibility. The Audit Committee also does not have the duty to assure compliance with laws and regulations or with the policies of the Board of Directors.
This report has been furnished by the members of the Audit Committee:
•David B. Rickard, Chairman
Ana M. Chadwick, Chairperson
•
Warren F. Bryant
•Sandra B. Cochran
David P. Rowland
•Paula
The above Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates this report by reference therein.
2024 Proxy Statement57
FEES PAID TO AUDITORS
The table below lists the aggregate fees for professional audit services rendered to us by Ernst & Young LLP for the audit of Contentsour consolidated financial statements for the past two fiscal years and fees billed for other services rendered by Ernst & Young LLP during the past two fiscal years. Information related to audit fees for 2023 includes amounts billed through February 2, 2024, and additional amounts estimated to be billed for the 2023 period for services rendered.
| | Service | | | 2023 Aggregate Fees Billed ($) | | | 2022 Aggregate Fees Billed ($) | |
| | Audit Fees(1) | | | | | 2,930,831 | | | | | | 2,865,581 | | |
| | Audit-Related Fees(2) | | | | | — | | | | | | — | | |
| | Tax Fees(3) | | | | | 2,403,021 | | | | | | 2,445,218 | | |
| | All Other Fees(4) | | | | | 6,504 | | | | | | 3,600 | | |
(1)
Represents for each fiscal year the aggregate fees billed for professional services for the audit of our annual financial statements and review of financial statements included in our Forms 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)
Represents for each fiscal year the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.
(3)
Represents for each fiscal year the aggregate fees billed for professional services for tax compliance, tax advice and tax planning. Fees for 2023 and 2022 relate primarily to tax compliance services, which represented $2,171,555 and $1,895,136 in 2023 and 2022, respectively, for work related to work opportunity tax credit assistance, federal jobs credits and state tax credit assistance, foreign sourcing offices’ tax compliance, and solely for 2023, annual tax basis inventory calculations assistance. Tax fees for 2023 and 2022 also included fees for tax advisory services related to start up and initial year services related to Mexico, income tax advisory services, and solely for 2022, tax advisory services related to inventory.
(4)
Represents for each fiscal year the aggregate fees billed for other products and services, which in each year consisted solely of subscription fees to an on-line accounting research tool.
The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditor. Where feasible, the Committee considers and, when appropriate, pre-approves services at regularly scheduled meetings after disclosure by management and the independent auditor of the nature of the proposed services, the estimated fees (when available), and their opinions that the services will not impair the independence of the independent auditor. The Committee’s Chairman (or any Committee member if the Chairman is unavailable) may pre-approve such services between Committee meetings and must report to the Committee at its next meeting with respect to all services so pre-approved. The Committee pre-approved 100% of the services provided by Ernst & Young LLP during 2023 and 2022.
582024 Proxy Statement
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF AUDITORS
3:
Ratification of Appointment of Auditors Who is responsible for the selection of the independent auditor?
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent
auditor that is retained to audit our financial statements.Wasauditor.
Is the Audit Committee involved in the lead audit partner selection process?
Yes. Prior to the selection of
the currenta lead audit partner, the Chairman of the Audit Committee,
interviewedtypically one additional Audit Committee member, and the
lead audit partner candidates, andChairman of the Board interview the candidates. Following the interviews, the Audit Committee
discussed with management such candidates' qualificationsdiscusses each candidate’s credentials, experience level and
experience.independence prior to making the final selection.
Does the Audit Committee evaluate the independent auditor and the lead audit partner?
Yes. The Audit Committee annually evaluates the lead audit partner, as well as the independent
auditor'sauditor’s qualifications, performance and independence. The evaluation, which includes the input of management, entails consideration of a broad range of factors, including the quality of services and sufficiency of resources that have been provided; the skills, knowledge and experience of the firm and the audit team; the effectiveness and sufficiency of communications and interactions; independence and level of objectivity and professional skepticism; reasonableness of fees; and other factors.
Who has the Audit Committee selected as the independent
registered public accounting firm?auditor?
After conducting the evaluation process discussed above, the Audit Committee selected Ernst & Young LLP as our independent auditor for the 20162024 fiscal year. Ernst & Young
LLP has served in that capacity since October 2001. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young LLP is in the best interests of Dollar General and our
shareholders.shareholders and request that shareholders vote for the ratification of Ernst & Young LLP as our independent auditor for the 2024 fiscal year.
What are the benefits of a longer-tenured independent auditor?
A longer-tenured auditor possesses institutional knowledge of our business operations, accounting policies and practices, personnel and internal control over financial reporting, which enhances the efficiency and quality of the audit process. In addition, we are able to negotiate a competitive fee structure due to the auditing firm’s deep knowledge and familiarity with Dollar General. There would be additional fees required in changing audit firms.
Will representatives of Ernst & Young LLP attend the annual meeting?
Representatives of Ernst & Young LLP have been requested and are expected to attend the annual meeting. These representatives will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.
What
doesif shareholders do not ratify the
Board of Directors recommend? Our Board unanimously recommends that you voteFOR the ratification of Ernst & Young LLP as our independent auditor for the 2016 fiscal year. appointment?
The Audit Committee is not bound by a vote either for or against the firm. If the shareholders do not ratify this appointment, our Audit Committee will consider that result in selecting our independent auditor in the future.
| | | | | The Board of Directors unanimously recommends that shareholders vote FOR the ratification of Ernst & Young LLP as our independent auditor for the 2024 fiscal year. | |
2024 Proxy Statement59
PROPOSAL 4: Shareholder Proposal to Improve Clawback Policy for Unearned Executive Pay
Introduction and Board of ContentsDirectors’ Recommendation
John Chevedden (the “Proponent”), located at 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, has notified us that he intends to present the shareholder proposal set forth below (“Proposal 4”) at the annual meeting. The Proponent has provided us with documentation indicating that he is the beneficial owner of at least 40 shares of our common stock. Proposal 4 will be voted upon at the annual meeting if the Proponent or his
qualified representative is present at the annual meeting and properly presents Proposal 4 for a vote.
Dollar General is not responsible for the accuracy or content of Proposal 4, which is printed verbatim as received in accordance with SEC rules, and we have not endeavored to correct any typographical errors it may contain. Proposal 4 may contain assertions about Dollar General that we believe are incorrect, and we have not tried to refute all such inaccuracies in our response.
| | | | | The Board of Directors unanimously recommends that shareholders vote AGAINST Proposal 4 for the reasons set forth in the Board’s Statement in Opposition, which follows the shareholder proposal. | |
Shareholder Proposal
Proposal 4 —
Improve Clawback Policy for Unearned Executive Pay
Shareholders ask the Board of Directors to amend the Company Policy on recoupment of incentive pay to apply to the each Named Executive Officer and to state that conduct or negligence — not merely misconduct — shall trigger mandatory application of that policy. Also the Board shall report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy, including the Board’s reasons for not applying the policy after specific deliberations conclude, about whether or not to cancel or seek recoupment of unearned compensation paid, granted or awarded to NEOs under this policy. There shall at least be the full web address of the complete Clawback Policy in each annual meeting proxy.
These amendments should operate prospectively, be in plain English and be implemented so as not to violate any contract, compensation plan, law or regulation. This includes that at the time of the amendment that no section of such revised policy be adopted that would act against this proposal and make it more difficult to clawback unearned NEO pay and that no section of such revised policy shall further restrict the current policy.
The Dollar General Clawback Policy, described by only 52 words in the 2023 DG annual meeting proxy, seems to be completely optional so that the Board can decide to give an offending executive a free ride. Plus there is no web address in the proxy for the complete Clawback Policy. And the Clawback Policy seems to mostly restrict the Board to situations that involve executive misconduct.
Because the DG Clawback clawback policy merely gives the Board the option of clawback and does not require disclosure to shareholders of its being put to use in actual cases, the current policy is too narrow, too vague, and may not address situations where an executive negligently fails to exercise oversight responsibilities that result in significant financial or reputational damage to DG. It should.
A 2022 rule from the Securities and Exchange Commission requires a clawback of erroneously awarded incentive pay — even with no misconduct — if a company restates its financial statements owing to material errors.
Wells Fargo offers a prime example of why DG needs a stronger policy. After 2016 Congressional hearings, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. Wells Fargo’s board then moved to claw back $136 million from 2 top executives. Wells Fargo unfortunately concluded that the CEO had only turned a blind eye to the practice of opening fraudulent accounts.
Please vote yes:
Improve Clawback Policy for Unearned Executive Pay—Proposal 4
602024 Proxy Statement
Board of Directors’ Statement in Opposition to Proposal 4
Our Board of Directors has carefully considered Proposal 4 and believes that Proposal 4 is unnecessary, potentially harmful, and not in the best interests of the Company or our shareholders for the reasons outlined below. Accordingly, the Board unanimously recommends that shareholders vote AGAINST Proposal 4.
We have already adopted a “no-fault” clawback policy which requires the recovery of incentive compensation from our executive officers following a material accounting restatement.
On November 14, 2023, pursuant to the SEC rules implementing the executive compensation clawback requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and subsequent listing standards adopted by the NYSE, our Board of Directors, upon the recommendation of the Compensation Committee, adopted the Dollar General Corporation Amended and Restated Incentive Compensation Recovery Policy (the “Clawback Policy”), which became effective on December 1, 2023. Our Clawback Policy requires the recovery of erroneously awarded incentive compensation paid to
current and former executive officers based on financial results that were subsequently restated as a result of material noncompliance with any financial reporting requirement under the
independent auditorU.S. federal securities laws, regardless of an executive’s personal culpability. Thus, our Clawback Policy already applies to each named executive officer and is triggered by “conduct or negligence—not merely misconduct,” in
2015each case as requested by Proposal 4. In fact, our Clawback Policy applies to a broader group of employees than named executive officers and
2014?operates irrespective of any personal culpability, or any conduct at all, on a “no fault” basis.
By way of reference, the Dollar General clawback policy to which Proposal 4 refers is not the Clawback Policy referenced above, which replaced our previous clawback policy in its entirety as of its December 1, 2023 effective date.
Recovery under our Clawback Policy of incentive compensation erroneously paid to current and former executive officers is already mandatory with only a narrow exception designed to ensure that the recovery does not further harm the Company.
In the event of a covered scenario, our Clawback Policy already requires the mandatory application requested by Proposal 4. The table below listsonly exception to this mandatory recovery, as allowed by SEC rules and NYSE listing standards, is when it is demonstrated that the aggregate fees for professional audit services rendereddirect costs of seeking recovery would exceed the recoverable amount or that the recovery would likely cause a tax-qualified retirement plan to usviolate the requirements of the Internal Revenue Code. This narrow exception is designed to ensure that the recovery does not further harm the Company or our shareholders.
Our Clawback Policy is already publicly available in a location that is easily accessible and common to all publicly-held companies with listed securities.
SEC rules require that all publicly-held companies with securities listed on a national securities exchange file their clawback policies as an exhibit to their Annual Report on Form 10-K. Accordingly, our Clawback Policy is publicly available as Exhibit 97 to our 2023 Form 10-K, ensuring that our shareholders can easily locate and access this important document in a consistent manner. We do not believe that publication of the Clawback Policy in an additional location chosen by Ernst & Young LLP for the auditProponent would further the interests of our consolidated financial statements forshareholders.
We believe that we already effectively manage the past two fiscal years and fees billed for other services rendered by Ernst & Young LLP duringreputational risks described in Proposal 4 through our current practices.
As described under “What is the
past two fiscal years: | | | | | | | | | | | |
| Service | | 2015 Aggregate Fees Billed ($) | | 2014 Aggregate Fees Billed ($) | |
|---|
Audit Fees(1) | | | 2,272,623 | | | | 2,071,205 | | |
Audit-Related Fees(2) | | | 32,000 | | | | 30,000 | | |
Tax Fees(3) | | | 1,910,042 | | | | 1,652,136 | | |
All Other Fees(4) | | | 1,995 | | | | 1,920 | | |
(1)Represents for each fiscal year the aggregate fees billed for professional services for the auditBoard’s role in risk oversight—Enterprise Risk Oversight” on pages 12 - 13 of this Proxy Statement, our annual financial statements and review of financial statements included in our Forms 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)Represents for each fiscal year the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The fees for each year relate to the employee benefit plan audit.
(3)2015 and 2014 fees relate primarily to tax compliance services, which represented $1,805,042 and $1,547,136 in 2015 and 2014, respectively, for work related to work opportunity tax credit assistance and foreign sourcing offices' tax compliance. The remaining tax fees for each such year are for tax advisory services related to inventory.
(4)2015 and 2014 fees are for a subscription fee to an on-line accounting research tool.
How doesBoard, through the Audit Committee, pre-approve services provided byoversees our enterprise risk management program, which includes the independent auditor?
The Audit Committee pre-approves all auditevaluation of significant internal and permissible non-audit services provided byexternal reputational risks, identification of mitigation strategies, and assessment of any residual risk. Additionally, we have implemented compliance policies throughout our independent auditor. Where feasible, the Committee considersCompany, such as our Code of Business Conduct and when appropriate, pre-approves services at regularly scheduled meetings after disclosure by managementEthics, which defines our expectations for ethical decision-making, accountability and the independent auditorresponsibility. Our Code of the nature of the proposed services, the estimated fees (when available),Business Conduct and their opinions that the services will not impair the independence of the independent auditor. The Committee's Chairman (or any Committee member if the Chairman is unavailable) may pre-approve such services between Committee meetings, and must report to the Committee at its next meeting with respectEthics applies to all services so pre-approved. The Committee pre-approved 100% of the services provided by Ernst & Young LLP during 2015 and 2014.
Table of Contents
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The U.S. securities laws requireour employees, including our executive officers, directors, and greater than 10% shareholdersis designed to file reportsuphold Dollar General’s values of ownershiphonesty, fairness and respect by outlining the Company’s expectations of employees to, among other things, act with honesty and integrity, proactively promote ethical behavior, maintain a safe and healthy workplace, ensure product safety, comply with applicable laws, protect company assets, ensure the accuracy of public disclosure, handle conflicts of interest and protect the environment.
As part of our commitment to maintaining a culture of ethics and integrity, Dollar General does not tolerate misconduct, including conduct that results in reputational harm to the Company, by our executives or other employees. However, recovery of compensation is not the only action that is available to address such misconduct. Alternative responses include disciplinary action including termination, alterations to compensation in future years, changes in ownership on Forms 3,responsibility or further training—all of which might be more reasonable and effective corrective actions under the applicable circumstances to address the misconduct at issue and which our Board, acting in good faith and in its business judgment considering the unique set of facts and circumstances, is best positioned to determine.
Furthermore, recovery of compensation for reputational harm to the Company is a vague and potentially sweeping term. Placing executives’ incentive compensation at constant risk using a metric incapable of a precise or consistent means of measurement could result in difficulty recruiting and retaining executive talent. Similarly, a clawback policy that, outside the context of an accounting
2024 Proxy Statement61
restatement, does not take into account personal culpability is inappropriate because it would potentially allow for recovery of compensation for legitimate business decisions that are subsequently scrutinized. By seeking to disregard personal culpability in all such circumstances, Proposal 4 and 5 withcould discourage executives from exercising the SEC. Based solely upon a review of these reports furnishedbusiness judgment necessary to us during and with respect to 2015, or written representations that no Form 5 reports were required, we believe that each of those persons filed, on a timely basis, the reportsdeliver shareholder value.
We are already required by Section 16(a)SEC rules and NYSE listing standards to provide detailed disclosure in our proxy statement regarding our Clawback Policy in the event of an accounting restatement. The additional disclosure being sought by Proposal 4 is overly prescriptive, could restrict our Board’s ability to exercise judgement and could result in disclosure that is misleading to our shareholders.
In the Exchange Act, exceptevent of a determination that (1) Ms. Price filed 1 late Form 4 to report 1 open market purchaserecovery of shares of Dollar General common stock; and (2)incentive compensation is required under our Clawback Policy as a result of an administrativeaccounting restatement, we are already required by SEC rules and NYSE listing standards to disclose in our proxy statement the aggregate dollar amount of the erroneously awarded compensation attributable to such accounting restatement (including the calculation methodology) and the aggregate dollar amount of any erroneously awarded compensation that remains outstanding at the end of the last completed fiscal year. Further, in the event of a determination that recovery of erroneously awarded compensation is “impracticable,” as defined in the SEC rules, we are required to disclose the monetary amount foregone and describe why we decided not to pursue recovery from each applicable executive. Additionally, if we are required to prepare an accounting restatement and conclude that recovery of incentive compensation is not required under our Clawback Policy, we must disclose such fact and our related reasoning.
In addition to expanding the circumstances under which compensation recovery is required to include negligent exercise of oversight Mr. Vasos filed 1 late Formresponsibilities that results in significant financial or reputational harm, Proposal 4 also seeks to correctrequire proxy statement disclosure that far exceeds the numberdisclosure mandated by applicable SEC rules and NYSE listing standards, which in turn would likely dilute the usefulness of sharesinformation regarding our Clawback Policy that the SEC and the NYSE believe is important to investors. Proposal 4 seeks to require disclosure of “the results of any deliberations regarding the policy, including the Board’s reasons for not applying the policy after specific deliberations conclude.” Such disclosure, without regard for confidentiality, competitive, commercial and legal or privilege considerations, could effectively limit the ability of our Board to exercise its business judgment in connection with determining the most appropriate action to address a specific situation. Further, disclosure by the Company that our Board determined that a clawback of compensation was not required in a particular situation covered by Proposal 4 could be wrongly interpreted by our shareholders as a failure by the Company to take any remedial or corrective action in response to that same situation. As discussed above, the Company does not tolerate misconduct by its executives or other employees. Even if recovery of compensation is not required in a particular situation, other corrective or remedial actions may be taken.
Conclusion
In summary, our Board opposes Proposal 4 because it believes that we have substantially implemented Proposal 4 through the adoption of our Clawback Policy and the remaining differences between our Clawback Policy and what the Proponent appears to be seeking are unnecessary, potentially harmful, and not in the best interests of Dollar General common stock underlying an RSUor our shareholders.
| | | | | The Board of Directors unanimously recommends that shareholders vote AGAINST Proposal 4. | |
622024 Proxy Statement
SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING
All shareholder proposals and
stock option grant and the number of securities beneficially owned after such transaction, which were previously incorrectly reported on a timely-filed Form 4.SHAREHOLDER PROPOSALS
FOR 2017 ANNUAL MEETING
To be considered for inclusion in our proxy materials relating to the 2017 annual meeting of shareholders, eligible shareholdersnotices discussed below must submit proposals that comply with relevant SEC regulations for our receipt by December 9, 2016. To introduce other new business at the 2017 annual meeting, you must deliver written notice to us no earlier than the close of business on January 25, 2017 and no later than the close of business on February 24, 2017, and comply with the advance notice provisions of our Bylaws. If we do not receive a properly submitted shareholder proposal by February 24, 2017, then the proxies held by our management may provide the discretion to vote against such shareholder proposal even though the proposal is not discussed in our proxy materials sent in connection with the 2017 annual meeting of shareholders.
Shareholder proposals should be mailed to Corporate Secretary, Dollar General Corporation, 100 Mission Ridge, Goodlettsville, Tennessee 37072. Shareholder proposals and director nominations that are not included in our proxy materials will not be considered at any annual meeting of shareholders unless such proposals or nominations have complied with the requirements of our Bylaws.
Shareholder Proposals
TableTo be considered for inclusion in our proxy materials relating to the 2025 annual meeting of
Contents
Appendix A
Subsetshareholders (the “2025 Annual Meeting”), eligible shareholders must submit proposals that comply with Rule 14a-8 under the Exchange Act and other relevant SEC regulations for our receipt by December 6, 2024.
New Business at 2025 Annual Meeting
To introduce new business outside of
Companies from Aon Hewitt Total Compensation MeasurementTM (TCM)Database Usedthe Rule 14a-8 process or to nominate directors (other than a proxy access nomination, which is described below) at the 2025 Annual Meeting, or to recommend a candidate for
Certain Officersour Nominating Committee’s consideration, you must deliver written notice to us, including the information required by Rule 14a-19 under the Exchange Act, if applicable, no earlier than the close of business on January 29, 2025, and
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no later than the close of business on February 28, 2025, and comply with the advance notice provisions of our Bylaws. If we do not receive a properly submitted proposal by February 28, 2025, then the proxies held by our management may provide the discretion to vote against such proposal even though the proposal is not discussed in our proxy materials sent in connection with the 2025 Annual Meeting.
Proxy Access
Our Bylaws contain proxy access provisions that permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of our stock continuously for at least three years, to nominate and include in our proxy materials candidates for election as directors. Such shareholder or group may nominate up to 20% of our Board, provided that the shareholder or group and the nominee(s) satisfy the requirements specified in our Bylaws. In order to be properly brought before our 2025 Annual Meeting, an eligible shareholder’s notice of nomination of a director candidate pursuant to the proxy access provisions of our Bylaws must be received by us no earlier than the close of business on November 6, 2024, and no later than the close of business on December 6, 2024, and comply with the other relevant provisions of our Bylaws pertaining to proxy access nominees.
2024 Proxy Statement63
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DOLLAR GENERAL CORPORATION ATTN: INVESTOR RELATIONS100 MISSION RIDGEGOODLETTSVILLE, TN 37072 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com Useor scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time on May 24, 2016.28, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. DOLLAR GENERAL CORPORATION ATTN: INVESTOR RELATIONS 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 ELECTRONICform.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS IfMATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTEyears.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. Eastern Time on May 24, 2016.28, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. IF YOU ARE NOT VOTING BY INTERNET OR PHONE,TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E05387-P71631V36836-P01954 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DOLLAR GENERAL CORPORATION The Board of Directors recommends you vote FOR each of the listed nominees. 1. Election of Directors Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. WarrenDETACH AND RETURN THIS PORTION ONLY 1a.1b.1c.1d.Warren F. Bryant 1b. Michael M. Calbert 1c. Sandra B. Cochran 1d. PatriciaAna M. ChadwickPatricia D. Fili-Krushel 1e. PaulaFili-Krushel!!!!!!!!!!!!1e.Timothy I. McGuire!!!1f.David P. Rowland!!!1g.Debra A. Price 1f. William C. Rhodes, III 1g. David B. Rickard 1h. ToddSandler!!!1h.Ralph E. Santana!!!1i.Todd J. Vasos For Against Abstain The Board of Directors recommends you vote FOR Proposal 2. Vasos!!! ! 2. To ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2016. In the discretion of the proxies named herein, such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E05388-P71631 DOLLARV36837-P01954DOLLAR GENERAL CORPORATION ProxyCORPORATIONProxy solicited by and on behalf of the Board of Directors for the AnnualtheAnnual Meeting of Shareholders to be held on May 25, 2016 The29, 2024The undersigned shareholdershareholder(s) of Dollar General Corporation, a Tennessee corporation (the "Company"), hereby acknowledgesacknowledge(s) receipt of the noticeNotice of annual meetingAnnual Meeting of shareholdersShareholders and proxy statementProxy Statement dated April 8, 2016,5, 2024, and hereby appoints appoint(s)Christine L. Connolly and Elizabeth S. Inman, or either of them, proxies, each with full power of substitution, and authorizesauthorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all shares of common stock of the Company that the shareholder isshareholder(s) is/are entitled to vote at the annual meetingAnnual Meeting of shareholdersShareholders of the Company to be held May 25, 2016 at 9:29, 2024 at9:00 A.M. Central Time, in the Goodlettsville City Hall Auditorium, located at 105 South Main Street,Dollar General Corporation, Turner One Building, 100 Mission Ridge, Goodlettsville, Tennessee, and at any adjournment(s) thereof. Thisthereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR each of the nominees for director in Proposal 1, FOR Proposals 2 and 3,AGAINST Proposal 2,4, and in the discretion of the proxy holdersproxies upon such other business as may properly come before the meeting or any adjournment(s) thereof. Continuedthereof.Continued and to be signed on reverse side
0000029534 3 2023-02-04 2024-02-02
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