Dollar General 2014 Annual Report Download - page 28

Download and view the complete annual report

Please find page 28 of the 2014 Dollar General annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 180

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180

Proxy
DIRECTOR COMPENSATION
The following table and text summarize the compensation earned by or paid to each of our
non-employee Board members for 2014. 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 2014 Director Compensation
Fees
Earned
or Paid Stock Option All Other
in Cash Awards Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)(4) ($)
Warren F. Bryant 120,000 47,669 75,846 — 243,515
Michael M. Calbert 110,000 47,669 75,846 — 233,515
Sandra B. Cochran 95,500 47,669 75,846 — 219,015
Patricia D. Fili-Krushel 97,000 47,669 75,846 — 220,515
Paula A. Price(5) 36,896 56,088 91,516 — 184,500
William C. Rhodes, III 115,000 47,669 75,846 — 238,515
David B. Rickard 113,500 47,669 75,846 — 237,015
(1) In addition to the annual Board retainer, which was prorated in the case of Ms. Price, the following directors received
payment for the following number of excess meetings: Mr. Bryant (10); Ms. Cochran (7); Ms. Fili-Krushel (8); Mr. Rhodes
(10); and Mr. Rickard (4). Messrs. Bryant, Rhodes and Rickard also received an annual retainer for service as the
Compensation Committee Chairman, the Nominating Committee Chairman and the Audit Committee Chairman,
respectively. Mr. Calbert received an annual retainer for service as the lead director.
(2) Represents the aggregate grant date fair value of restricted stock units awarded to Ms. Price on August 26, 2014 in
connection with her appointment to the Board, as well as to each director (excluding Ms. Price) on May 29, 2014,
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 30, 2015, filed with the SEC on March 20, 2015 (our ‘‘2014 Form 10-K’’). As of January 30, 2015,
each of the persons listed in the table above had the following total unvested restricted stock units outstanding: each of
Messrs. Bryant, Calbert, Rhodes and Rickard (1,890); Ms. Cochran (2,263); Ms. Fili-Krushel (1,879); and Ms. Price (883).
(3) Represents the aggregate grant date fair value of stock options awarded to Ms. Price on August 26, 2014 in connection with
her appointment to the Board, as well as to each director (excluding Ms. Price) on May 29, 2014, 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 2014 Form 10-K. As of January 30, 2015, each of the persons listed
in the table above had the following total unexercised stock options outstanding (whether or not then exercisable): each of
Messrs. Bryant, Calbert and Rhodes (21,756); Ms. Cochran (13,120); Ms. Fili-Krushel (12,892); Ms. Price (4,795); and
Mr. Rickard (21,513).
(4) Perquisites and personal benefits, if any, totaled less than $10,000 per director.
(5) Ms. Price joined our Board effective August 26, 2014.
16