Dollar General 2015 Annual Report Download - page 42

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Proxy
Name 2015 PSUs Earned
Mr. Vasos 5,650
Mr. Tehle*0
Mr. Garratt 1,261
Mr. Flanigan 4,143
Mr. Ravener 4,143
Ms. Taylor 4,143
Mr. Sparks*0
* Messrs. Tehle and Sparks forfeited the 2015 PSUs upon leaving Dollar General.
One-third of the earned PSUs vested on the last day of the one-year performance period, and
the remaining two-thirds will vest equally on each of April 1, 2017 and April 1, 2018, subject to the
named executive officer’s continued employment with us and certain accelerated vesting provisions. All
vested PSUs will be settled in shares of our common stock.
(b) 2015 Special Equity Awards. In recognition of their new roles and increased
responsibilities, and considering the market comparator group data in light of their experience and
qualifications (see ‘‘Use of Market Benchmarking Data’’), the Compensation Committee approved
special equity awards to each of Messrs. Vasos and Garratt.
Upon his promotion to CEO, Mr. Vasos received an award of non-qualified stock options
having an approximate value of $5 million to purchase 256,682 shares of our common stock. Subject to
certain limited vesting acceleration events, such options are scheduled to vest ratably in installments of
331⁄3% on each of the third, fourth and fifth anniversaries of the June 3, 2015 grant date, subject to
Mr. Vasos’ continued employment with us and holding requirements through the fifth anniversary of
the grant date. The options will terminate no later than ten years from the grant date.
Upon his promotion to Chief Financial Officer, Mr. Garratt received an award of non-qualified
stock options having an approximate value of $124,000 to purchase 7,829 shares of our common stock.
Subject to certain limited vesting acceleration events, such options are scheduled to vest ratably in
installments of 25% on each of the first four anniversaries of the December 2, 2015 grant date, subject
to Mr. Garratt’s continued employment with us. The options will terminate no later than ten years
from the grant date.
(c) 2012 Performance-Based Restricted Stock Award. In March 2012 the Compensation
Committee awarded Mr. Dreiling 326,037 performance-based restricted shares of our common stock
which could be earned by achieving certain earnings per share (‘‘EPS’’) performance targets for fiscal
years 2014 and 2015, subject to certain adjustments, derived from our long-term financial plan on the
grant date. As previously disclosed, half of the award vested after the end of our 2014 fiscal year as a
result of meeting the financial target. Mr. Dreiling forfeited the remaining half as a result of his
retirement prior to the 2015 adjusted EPS certification date.
(d) Share Ownership Guidelines and Holding Requirements. As shown below, we have
adopted share ownership guidelines and holding requirements for senior officers. The share ownership
guideline is a multiple of annual base salary as in effect on April 1, 2013 (or, if later, the hire or
promotion date). The ownership levels are to be achieved within 5 years of the later of April 1, 2013 or
the April 1 next following such person’s hire or promotion date.
Officer Level Multiple of Base Salary
CEO 5X
EVP 3X
SVP 2X
30