Dollar General 2013 Annual Report Download - page 29

The Compensation Committee recommends, and the Board approves, the form and amount of
director compensation. As part of this process, the Committee may consult with or review information
provided by Meridian Compensation Partners (‘‘Meridian’’), its independent consultant, and may
consider the input of our CEO and our Chief People Officer. However, the Committee and the Board
retain and exercise ultimate decision-making authority regarding director compensation. 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.
For 2013, each non-employee director received payment (prorated as applicable) of the
following cash compensation, as applicable:
• $75,000 annual retainer for service as a Board member;
• $17,500 annual retainer for service as lead director, as the Audit Committee Chairman or
as the CNG Committee Chairman;
• $15,000 annual retainer for service as the Compensation Committee Chairman;
• $10,000 annual retainer for service as the Nominating Committee Chairman; and
• $1,500 for each Board or committee meeting in excess of an aggregate of 12 that a director
attended during the fiscal year.
Effective April 1, 2013, we separated our CNG Committee into the Compensation Committee
and the Nominating Committee. We also named a lead director effective March 19, 2013. As a result,
all of the associated retainers for 2013 were prorated accordingly.
In addition, equity awards under our Amended and Restated 2007 Stock Incentive Plan are
granted annually to each non-employee director who is elected or reelected at the shareholders’
meeting or who is appointed after the annual shareholders’ meeting but before February 1 of a given
year. The equity award has an estimated value of $125,000 on the grant date, as determined by
Meridian using economic variables such as the trading price of our common stock, expected volatility of
the stock trading prices of similar companies, and the terms of the awards. Sixty percent of this value
consists of non-qualified stock options to purchase shares of our common stock (‘‘Options’’) and 40%
consists of restricted stock units payable in shares of our common stock (‘‘RSUs’’). The Options are
scheduled to vest as to 25% of the award and the RSUs are scheduled to vest as to 331⁄3% of the
award on each of the first four and three anniversaries of the grant date, respectively, in each case
subject to the director’s continued service on our Board. Directors may elect to defer receipt of shares
underlying the RSUs.
After reviewing our Board compensation program relative to our market comparator group,
including an analysis provided by Meridian, the Compensation Committee recommended, and the
Board approved, the following revised annual retainer and meeting fees effective February 1, 2014:
• $85,000 annual retainer for service as a Board member;
• $25,000 annual retainer for service as lead director;
• $22,500 annual retainer for service as the Audit Committee Chairman;
• $20,000 annual retainer for service as the Compensation Committee Chairman;
• $15,000 annual retainer for service as the Nominating Committee Chairman; and
• $1,500 for each Board or committee meeting in excess of an aggregate of 16 that a director
attends during each fiscal year.
17
Proxy