Dollar General 2015 Annual Report Download - page 62
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Proxy
Actual Payments to Messrs. Dreiling and Sparks
Payments in
Connection with
Mr. Dreiling(1) Retirement
Equity Vesting Due to Event $10,467,726
Fiscal 2015 Teamshare Payout $ 1,942,422
Cash Severance n/a
Health Continuation n/a
Outplacement n/a
Life Insurance Proceeds n/a
Total $12,410,148
Payments in
Connection with
Involuntary
Termination Without
Mr. Sparks(2) Cause
Equity Vesting Due to Event n/a
Cash Severance $1,676,348
Health Payment $ 19,234
Outplacement $ 10,000
Life Insurance Proceeds n/a
Total $1,705,582
(1) See ‘‘Payments to Mr. Dreiling’’ above.
(2) See ‘‘Payments to Mr. Sparks’’ above.
Compensation Committee Interlocks and Insider Participation
Each of Messrs. Bryant and Rhodes and Ms. Fili-Krushel was a member of our Compensation
Committee during 2015. None of these persons (1) was at any time during 2015 an officer or employee
of Dollar General or any of our subsidiaries; (2) was at any time prior to 2015 an officer of Dollar
General or any of our subsidiaries; or (3) had any relationship requiring disclosure under the section of
this document entitled ‘‘Transactions with Management and Others.’’ Also, none of our executive
officers serves, or in the past fiscal year has served, as a director of, or as a member of the
compensation committee (or other board committee performing equivalent functions) of, any entity
that has one or more of its executive officers serving as a director of Dollar General or as a member of
our Compensation Committee.
Compensation Risk Considerations
In December 2015, our Compensation Committee, with input from its compensation consultant
and management, reviewed our compensation policies and practices for all employees, including
executive officers, to assess the risks that may arise from our compensation programs. The assessment
included a review of our compensation programs for certain design features which could potentially
encourage excessive risk-taking or otherwise generate risk to Dollar General. As a result of that
assessment, the Compensation Committee concluded, after considering the degree to which identified
risk-aggravating factors were offset by risk-mitigating factors, that the net risks created by our overall
compensation program were not reasonably likely to have a material adverse effect on Dollar General.
The Compensation Committee rolled forward this assessment in March 2016 to consider any changes
to the compensation program since December 2015 and reached the same conclusion as it reached in
December 2015.
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