Dollar General 2015 Annual Report Download - page 29

Proxy
We do not compensate for Board service any director who also serves as our employee. We will
reimburse directors for certain fees and expenses incurred in connection with continuing education
seminars and for travel and related expenses related to Dollar General business.
Each non-employee director will receive payment (prorated as applicable) for a fiscal year in
quarterly installments of the following cash compensation, as applicable, along with an annual award of
RSUs, payable in shares of our common stock, under our Amended and Restated 2007 Stock Incentive
Plan having the following estimated value:
Per Meeting
Fee for
Audit Compensation Nominating Meetings Estimated
Lead Committee Committee Committee Attended in Value of
Board Director Chairman Chairman Chairman Excess of 16 Equity
Fiscal Retainer Retainer Retainer Retainer Retainer During FY Award
Year ($) ($) ($) ($) ($) ($) ($)
2015 85,000 25,000 22,500 20,000 15,000 1,500 125,000
2016 85,000 N/A(1) 22,500 20,000 15,000 1,500 135,000
(1) Because the Chairman of the Board is an independent director, we do not intend to re-appoint a lead director in fiscal
2016. In lieu of an additional cash retainer for this service, the Chairman of the Board will receive an annual Chairman
retainer delivered in the form of RSUs, payable in shares of our common stock under our Amended and Restated 2007
Stock Incentive Plan and scheduled to vest on the first anniversary of the grant date, subject to certain accelerated vesting
conditions, having an estimated value of $200,000.
The RSUs are awarded annually to those non-employee directors who are elected or re-elected
at the shareholders’ meeting and to any new director appointed after the annual shareholders’ meeting
but before February 1 of a given year. Beginning with the 2015 award, the RSUs are scheduled to vest
on the first anniversary of the grant date subject to full acceleration of vesting upon death, disability (as
defined in the applicable award agreement) or voluntary departure from the Board. Directors may elect
to defer receipt of shares underlying the RSUs.
These fees and equity award values and the mix of equity, including the changes in director
compensation identified below, were recommended each year by the Compensation Committee, and
approved by the Board, after taking into account market benchmarking data, Meridian’s
recommendations, the input of the CEO and the Chief People Officer (with respect to 2015 and prior
years) and, for the additional equity award to the Chairman in 2016, the amount of time anticipated to
be devoted to the mentoring of a new CEO. Although the Committee may solicit and consider the
input of our CEO and our Chief People Officer, it and the Board retain and exercise ultimate decision-
making authority regarding director compensation.
As a result of such considerations, (1) as previously disclosed, the equity mix was changed
beginning in 2015 to deliver all of the equity value in RSUs as opposed to the 2014 equity mix which
consisted of 60% stock options and 40% RSUs; and (2) the estimated value of the equity award was
increased beginning in fiscal 2016.
Up to 100% of cash fees earned for Board services in a fiscal year may be deferred under the
Non-Employee Director Deferred Compensation Plan. Benefits are payable upon separation from
service in the form, as elected by the director at the time of deferral, of a lump sum distribution or
monthly payments for 5, 10 or 15 years. Participating directors can direct the hypothetical investment of
deferred fees into funds identical to those offered in our 401(k) Plan and will be credited with the
deemed investment gains and losses. The amounts deferred, along with deemed investment gains and
losses, are credited to a liability account. The amount of the benefit will vary depending on the fees the
director has deferred and the deemed investment gains and losses. Benefits upon death are payable to
the director’s named beneficiary. In the event of a director’s disability (as defined in the Non-Employee
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