Dollar General 2012 Annual Report Download - page 24

Proxy
DIRECTOR COMPENSATION
The following table and text discuss the compensation paid to each of our non-employee Board
members for 2012. Mr. Dreiling was not separately compensated for his service on the Board; his
compensation for service as our CEO is discussed under ‘‘Executive Compensation’’ below. We have
omitted the columns pertaining to non-equity incentive plan compensation and nonqualified deferred
compensation earnings because they are inapplicable.
Fiscal 2012 Director Compensation
Fees
Earned
or Paid Stock Option All Other
in Cash Awards Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)(4) ($)
Raj Agrawal 75,000 51,780 56,495 — 183,275
Warren F. Bryant 84,000 51,780 56,495 — 192,275
Michael M. Calbert 92,500 51,780 56,495 — 200,775
Sandra B. Cochran 5,503 — — — 5,503
Patricia D. Fili-Krushel 15,897 49,570 53,239 — 118,706
Adrian Jones 75,000 51,780 56,495 — 183,275
William C. Rhodes, III 84,000 51,780 56,495 — 192,275
David B. Rickard 95,500 51,780 56,495 — 203,775
(1) In addition to the annual Board retainer, each director received payment for the following number
of excess meetings: Mr. Bryant (6); Mr. Rhodes (6); and Mr. Rickard (2). Messrs. Calbert and
Rickard received an annual retainer for service as the CNG Committee Chairman and the Audit
Committee Chairman, respectively.
(2) Represents the aggregate grant date fair value of restricted stock units awarded to each director
(other than Mss. Cochran and Fili-Krushel) on June 1, 2012, and to Ms. Fili-Krushel on
December 4, 2012, in each case computed in accordance with FASB ASC Topic 718. Information
regarding assumptions made in the valuation of these awards is included in Note 11 of the annual
consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
February 1, 2013, filed with the SEC on March 25, 2013 (our ‘‘2012 Form 10-K’’). As of
February 1, 2013, each director had 1,757 total unvested restricted stock units outstanding, except
for Mss. Cochran and Fili-Krushel who respectively had 0 and 1,034 total unvested restricted stock
units outstanding.
(3) Represents the aggregate grant date fair value of stock options awarded to each director other
than Mss. Cochran and Fili-Krushel on June 1, 2012, and to Ms. Fili-Krushel on December 4,
2012, in each case computed in accordance with FASB ASC Topic 718. Information regarding
assumptions made in the valuation of these awards is included in Note 11 of the annual
consolidated financial statements in our 2012 Form 10-K. As of February 1, 2013, each director
had 12,923 total unexercised stock options outstanding (whether or not then exercisable), except
for Mr. Rickard and Mss. Cochran and Fili-Krushel who respectively had 12,680, 0 and 4,059 total
unexercised stock options outstanding (whether or not then exercisable).
(4) Perquisites and personal benefits, if any, totaled less than $10,000 per director.
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