Dollar General 2014 Annual Report Download - page 34
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Proxy
EXECUTIVE COMPENSATION
We refer to the persons listed in the Summary Compensation Table below as our ‘‘named
executive officers.’’
Compensation Discussion and Analysis
Executive Overview
The overarching goal of our executive compensation program is to serve the long-term interests
of our shareholders. A competitive executive compensation package is critical for us to attract, retain
and motivate persons who we believe have the ability and desire to deliver superior shareholder
returns. We strive to balance the short-term and long-term components of our executive compensation
program to incent achievement of both our annual and long-term business strategies, to pay for
performance and to maintain our competitive position in the market in which we compete for executive
talent.
Compensation Best Practices. As evidenced by the following practices and policies, we strive to
ensure alignment of interests with shareholders and to implement sound corporate governance
practices:
Compensation Practice Dollar General Policy
Pay for Performance ឡWe link pay to performance by ensuring a significant
percentage of total direct compensation is linked with
the financial performance of key metrics. All of our
short-term cash incentive compensation and a
significant majority of our long-term equity incentive
compensation are performance based. For more
details, see ‘‘Pay for Performance’’ below.
Share ownership guidelines and holding ឡWe utilize share ownership guidelines and holding
requirements requirements to create alignment with the long-term
interests of our shareholders. For more details, see
‘‘Share Ownership Guidelines and Holding
Requirements’’ below.
Prohibition on hedging and pledging ឡWe prohibit executive officers and Board members
Dollar General securities and on holding from hedging their ownership of Dollar General
Dollar General securities in margin stock, pledging Dollar General securities as collateral,
accounts and holding Dollar General securities in a margin
account. For more details, see ‘‘Policy Against
Hedging and Pledging Transactions’’ below.
Substantial elimination of tax gross-ups ឡNone of our executives are eligible for tax gross-up
payments other than on relocation-related items.
Prohibition on repricing or cash buyout ឡOur long-term equity incentive program does not
of underwater stock options without permit repricing of underwater stock options,
shareholder approval including reduction in exercise price of stock options
or replacement of an award with cash or another
award type, without shareholder approval.
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