Dollar General 2013 Annual Report Download - page 31

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Raj Agrawal and Adrian Jones served on our Board until December 5, 2013. Mr. Rhodes
served on our Audit Committee through March 31, 2013. Messrs. Calbert and Jones, who were not
independent during 2013, served on our combined CNG Committee through March 31, 2013, in
reliance upon NYSE transition rules for a formerly ‘‘controlled company’’ that did not require full
independence of the membership of our CNG Committee until April 2, 2013.When our Board last
considered the matter, it did not deem Messrs. Agrawal and Jones to be independent from our
management.
Our Board previously determined that Mr. Calbert did not qualify as an independent director
as a result of KKR’s business transactions and affiliation with Dollar General. Following Mr. Calbert’s
retirement from KKR in January 2014 and in light of KKR’s exit from Dollar General in December
2013, the Board reconsidered Mr. Calbert’s independence status. The Board determined that, because
KKR is no longer an affiliate of Dollar General and Mr. Calbert is no longer an employee of KKR, his
consulting relationship with KKR does not constitute a material relationship with Dollar General or its
management. Accordingly, the Board determined Mr. Calbert to be independent effective March 19,
2014.
In reaching the determination that Ms. Cochran is independent, the Board considered that
Ms. Cochran’s brother, Stephen Brophy, has served as a Vice President of the Company (a
non-executive position) since 2009. For 2013, Mr. Brophy earned from the Company total cash
compensation (comprised of his base salary and bonus compensation) of less than $250,000. In
addition, Mr. Brophy received from the Company on March 18, 2013 an equity award of 2,999
non-qualified stock options to purchase shares of Dollar General’s common stock, a target award of
707 performance share units (279 of which were earned as a result of Dollar General’s level of
achievement of applicable financial performance measures for 2013), and 711 restricted stock units, and
on March 18, 2014 he received an equity award of 3,034 non-qualified stock options to purchase shares
of Dollar General’s common stock, between 0 and 1,707 performance share units, with a targeted
amount of 569 (the exact amount to be determined based upon Dollar General’s fiscal 2014 financial
performance), and 566 restricted stock units, in each case on terms substantially similar to awards
described in Dollar General’s Annual Proxy Statement filed with the SEC on April 11, 2013 and in this
Proxy Statement. We do not expect Mr. Brophy’s compensation arrangements for 2014 to materially
differ from his 2013 compensation arrangements.
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 the Company’s related-party
transactions approval policy.
19
Proxy