Dollar General 2015 Annual Report Download - page 35

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Proxy
29MAR201619275050 29MAR201619275213
Pay for Performance. Consistent with our philosophy, and as illustrated below, a significant
portion of annualized target total direct compensation for our named executive officers in 2015 was
performance based and exposed to fluctuations in our stock price.
CEO Other NEOs
(Average)
Salary
12%
STI
12%
LTI
76%
Variable/At-Risk: 88%
Salary
26%
STI
17%
LTI
57%
Variable/At-Risk: 74%
‘‘CEO’’ reflects compensation for Mr. Vasos and not Mr. Dreiling; ‘‘Other NEOs’’ reflects compensation only for the other
named executive officers who remained employed after the end of fiscal 2015 (i.e., Messrs. Garratt, Flanigan and Ravener and
Ms. Taylor).
STI—Short-Term Cash Incentive (Teamshare bonus program)
LTI—Long-Term Equity Incentive
The following payouts were earned as a result of strong performance versus the financial
targets used for our 2015 performance-based compensation:
•Teamshare Bonus Program: Participants earned a payout under our annual Teamshare
bonus program of 109.2% of the target payout level based on achieving adjusted EBIT (as
defined and calculated for purposes of the Teamshare bonus program) of $1.957 billion, or
100.92% of the adjusted EBIT target (see ‘‘Short-Term Cash Incentive Plan’’).
•Performance Share Units: The awards granted in March 2015 were earned at 104.5% of
target, based on achieving adjusted EBITDA of $2.347 billion, or 100% of the adjusted
EBITDA target, and Adjusted ROIC of 19.14%, or 100.5% of the adjusted ROIC target,
in each case as defined and calculated in the PSU award agreements (see ‘‘Long-Term
Equity Incentive Program’’).
Significant Compensation-Related Actions. The most significant recent compensation-related
actions pertaining to our named executive officers include:
• In March 2015, the Compensation Committee approved an employment transition
agreement and related compensation to ensure Mr. Dreiling’s smooth transition from Chief
Executive Officer through his January 29, 2016 retirement date. See ‘‘CEO Employment
Transition Agreement.’’
• In June 2015, Mr. Vasos was promoted from Chief Operating Officer to Chief Executive
Officer (‘‘CEO’’), and the Compensation Committee approved his revised compensation
package as discussed in more detail below.
• In December 2015, Mr. Garratt was promoted to Chief Financial Officer to fill the vacancy
created by Mr. Tehle’s retirement in July 2015, and the Compensation Committee
approved a new compensation package for Mr. Garratt as discussed in more detail below.
23