Dollar General 2014 Annual Report Download - page 20

Proxy
The Nominating Committee assesses a candidate’s independence, background and experience,
as well as the current Board’s skill needs and diversity. With respect to incumbent directors selected for
re-election, the Committee also assesses each director’s meeting attendance record and suitability for
continued service. In addition, the Committee determines that all nominees are in a position to devote
an adequate amount of time to the effective performance of director duties and possess the following
characteristics: integrity and accountability, informed judgment, financial literacy, a cooperative
approach, a record of achievement, loyalty, and the ability to consult with and advise management.
What particular experience, qualifications, attributes or skills led the Board of Directors to conclude
that each nominee should serve as a director of Dollar General?
Our Board of Directors believes that each of the nominees can devote an adequate amount of
time to the effective performance of director duties and possesses the minimum qualifications identified
above. The Board has determined that the nominees, as a whole, complement each other, meet the
Board’s skill needs, and represent diverse experience at policy-making levels in areas relevant to our
business. The Board also considered the following in determining that the nominees should serve as
directors of Dollar General:
Mr. Bryant has over 40 years of retail experience, including experience in marketing,
merchandising, operations and finance. His substantial experience in leadership and policy-making roles
at other retail companies provides him with an extensive understanding of our industry, as well as with
valuable executive management skills and the ability to effectively advise our CEO.
Mr. Calbert has considerable experience in managing private equity portfolio companies and is
familiar with corporate finance and strategic business planning activities. As the former head of KKR’s
Retail industry team, Mr. Calbert has a strong background and extensive experience in advising and
managing companies in the retail industry, including evaluating business strategies, financial plans and
structures, and management teams. Mr. Calbert also has a significant financial and accounting
background evidenced by his prior experience as the chief financial officer of a retail company and his
10 years of practice as a certified public accountant. Mr. Calbert serves as the Board’s independent
lead director and leads the executive sessions of our non-management and independent directors.
Ms. Cochran brings over 20 years of retail experience to Dollar General as a result of her
current and former roles at Cracker Barrel Old Country Store and her former roles at
Books-A-Million. This experience allows her to provide additional support and perspective to our CEO
and our Board. In addition, Ms. Cochran’s industry and executive experience provides leadership,
consensus-building, strategic planning, risk management and budgeting skills. Ms. Cochran also has
significant financial experience, having served as the chief financial officer of two public companies and
as vice president, corporate finance of SunTrust Securities, Inc., and our Board has determined that she
qualifies as an audit committee financial expert.
Mr. Dreiling brings to Dollar General over 45 years of retail experience at all operating levels.
He provides a unique perspective regarding our industry as a result of his experience progressing
through the ranks within various retail companies. His experience overseeing the operations, marketing,
manufacturing and distribution functions of other retail companies bolsters Mr. Dreiling’s thorough
understanding of all key areas of our business. In addition, Mr. Dreiling’s service in leadership and
policy-making positions of other retail companies has provided him with the necessary leadership skills
to effectively guide and oversee the direction of Dollar General and with the consensus-building skills
required to lead our management team and our Board. Moreover, during the time that Mr. Dreiling
has served as our CEO, he has gained a thorough understanding of our operations and has managed us
through significant change. He was named ‘‘Retailer of the Year’’ by Mass Market Retailer for 2010
and 2014. Mr. Dreiling was also listed among Supermarket News ‘‘Power 50 Retailers’’ for 2011 and
2012 and named ‘‘CEO of the Year’’ by the Retail Leader in 2012.
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