Dollar General 2015 Annual Report Download - page 28

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Proxy
DIRECTOR COMPENSATION
The following table and text summarize the compensation earned by or paid to each of our
non-employee Board members for 2015. Messrs. Dreiling and Vasos were not separately compensated
for their service on the Board; their executive compensation 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 2015 Director Compensation
Fees
Earned
or Paid Stock Option All Other
in Cash Awards Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)(4) ($)
Warren F. Bryant 111,000 121,591 — 2,961 235,552
Michael M. Calbert 110,000 121,591 — 3,625 235,216
Sandra B. Cochran 88,000 121,591 — 2,371 211,962
Patricia D. Fili-Krushel 91,000 121,591 — 2,277 214,868
Paula A. Price 85,000 121,591 — 1,753 208,344
William C. Rhodes, III 103,000 121,591 — 2,127 226,718
David B. Rickard 107,500 121,591 — 4,116 233,207
(1) In addition to the annual Board retainer, the following directors were paid for the following number of excess meetings:
Mr. Bryant (4); Ms. Cochran (2); Ms. Fili-Krushel (4); and Mr. Rhodes (2). Messrs. Bryant, Rhodes and Rickard also
received an annual retainer for service as the Chairman of the Compensation Committee, the Nominating Committee and
the Audit Committee, respectively, and Mr. Calbert received an annual retainer for service as the Lead Director.
Mr. Calbert deferred all of his fiscal 2015 fees under the Non-Employee Director Deferred Compensation Plan discussed
below.
(2) Represents the grant date fair value of restricted stock units (‘‘RSUs’’) awarded to each director on May 27, 2015,
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 29, 2016, filed with the SEC on March 22, 2016 (our ‘‘2015 Form 10-K’’). As of January 29, 2016,
each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional RSUs
credited as a result of dividend equivalents earned with respect to the RSUs): each of Messrs. Bryant, Calbert, Rhodes and
Rickard and Ms. Fili-Krushel (2,609); Ms. Cochran (2,977); and Ms. Price (2,277).
(3) There were no stock options awarded to any director listed in the table above during fiscal 2015, as the Board chose to
eliminate stock option awards as part of director compensation beginning in fiscal 2015. As of January 29, 2016, 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) Represents the dollar value of dividends paid, accumulated or credited on unvested RSUs. Perquisites and personal
benefits, if any, totaled less than $10,000 per director and therefore are not included in the table.
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