Dollar General 2011 Annual Report Download - page 58

Proxy
Compensation Committee Interlocks and Insider Participation
Each of Messrs. Agrawal, Bryant, Calbert, Jones and Rhodes was a member of our
Compensation Committee during 2011. None of these persons was at any time during 2011 an officer
or employee of Dollar General or any of our subsidiaries or an officer of Dollar General or any of our
subsidiaries at any time prior to fiscal 2011. Messrs. Calbert and Agrawal, due to their relationships
with KKR, and Mr. Jones, due to his relationship with Goldman, Sachs & Co., all of whom continue to
serve on the CNG Committee, may be viewed as having an indirect material interest in certain of our
relationships and transactions with KKR and Goldman, Sachs & Co. discussed under ‘‘Certain
Transactions with Management and Others’’ above. Mr. Dreiling serves as a manager of Buck
Holdings, LLC, for which Messrs. Calbert, Agrawal and Jones serve as managers.
Compensation Risk Considerations
In March 2010, our Compensation Committee, with the assistance of its compensation
consultant and management, reviewed our compensation policies and practices for all employees,
including executive officers, to assess the risks that may arise from our compensation programs. The
assessment included a review of our compensation programs for certain design features which could
potentially encourage excessive risk-taking or otherwise generate risk to Dollar General. As a result of
that assessment, management and the Compensation 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 were not reasonably likely to have a material
adverse effect on Dollar General.
Throughout 2010 and 2011, the Committee continued to discuss risks pertaining to various
compensation programs during meetings at which changes to any such programs were discussed as well
as the risk mitigating or risk aggravating impact on the overall risks created by our compensation
program. In addition, in November 2011 and again in March 2012 the Committee reviewed and
discussed a management presentation analyzing changes to our compensation programs and
determining that the risk profile identified in the March 2010 risk assessment has not significantly
changed. As a result of these reviews and discussions, which included identification of further
risk-mitigating factors, the Committee again determined that the net risks created by our overall
compensation program are not reasonably likely to have a material adverse effect on Dollar General.
50