Dollar General 2013 Annual Report Download - page 28

DIRECTOR COMPENSATION
The following table and text summarize the compensation earned by or paid to each of our
non-employee Board members for 2013. 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 change
in pension value and nonqualified deferred compensation earnings because they are inapplicable.
Fiscal 2013 Director Compensation
Fees
Earned
or Paid Stock Option All Other
in Cash Awards Awards Compensation Total
Name ($)(2) ($)(3) ($)(4) ($)(5) ($)
Raj Agrawal(1) 69,497 52,204 61,302 1,500 184,503
Warren F. Bryant 87,750 52,204 61,302 — 201,256
Michael M. Calbert 94,712 52,204 61,302 — 208,218
Sandra B. Cochran 75,000 104,740 119,693 — 299,433
Patricia D. Fili-Krushel 76,500 52,204 61,302 — 190,006
Adrian Jones(1) 69,497 52,204 61,302 1,500 184,503
William C. Rhodes, III 84,000 52,204 61,302 — 197,506
David B. Rickard 92,500 52,204 61,302 — 206,006
(1) Messrs. Agrawal and Jones resigned from our Board effective December 5, 2013.
(2) In addition to the annual Board retainer, prorated in the case of Messrs. Agrawal and Jones, each
director received payment for the following number of excess meetings: Mr. Bryant (4);
Ms. Fili-Krushel (2); and Mr. Rhodes (3). Messrs. Bryant, Calbert, Rhodes, and Rickard also
received an annual retainer for service as the Compensation Committee Chairman, the CNG
Committee Chairman, the Nominating Committee Chairman, and the Audit Committee Chairman,
respectively, prorated as applicable for Messrs. Bryant, Calbert, and Rhodes. Mr. Calbert further
received a prorated annual retainer for service as the lead director.
(3) Represents the aggregate grant date fair value of restricted stock units awarded to Ms. Cochran on
March 18, 2013 in connection with her appointment to the Board in December 2012 (with an
individual grant date fair value of $52,536), as well as to each director (including Ms. Cochran) on
May 29, 2013, 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 31, 2014, filed with the SEC on March 20, 2014 (our ‘‘2013 Form 10-K’’). As of
January 31, 2014, each of the persons listed in the table above had the following total unvested
restricted stock units outstanding: each of Messrs. Agrawal and Jones (0); each of Messrs. Bryant,
Calbert, Rhodes, and Rickard (2,024); Ms. Cochran (2,060); Ms. Fili-Krushel (1,656).
(4) Represents the aggregate grant date fair value of stock options awarded to Ms. Cochran on
March 18, 2013 in connection with her appointment to the Board in December 2012 (with an
individual grant date fair value of $58,391), as well as to each director (including Ms. Cochran) on
May 29, 2013, 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 2013 Form 10-K. As of January 31, 2014, each of the
persons listed in the table above had the following total unexercised stock options outstanding
(whether or not then exercisable): Mr. Agrawal (0); each of Messrs. Bryant, Calbert, and Rhodes
(16,917); Ms. Cochran (8,281); Ms. Fili-Krushel (8,053); Mr. Jones (8,192); and Mr. Rickard
(16,674).
(5) Perquisites and personal benefits, if any, totaled less than $10,000 per director. The amount
reported for each of Messrs. Agrawal and Jones represents cash reimbursement for taxes in
connection with a retirement gift.
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