Dollar General 2015 Annual Report Download - page 34

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Proxy
EXECUTIVE COMPENSATION
This section provides details of the compensation for fiscal 2015 for our named executive
officers: Todd Vasos, Chief Executive Officer; Richard Dreiling, former Chairman, Chief Executive
Officer and Senior Advisor; John Garratt, Executive Vice President and Chief Financial Officer; David
Tehle, former Executive Vice President and Chief Financial Officer; John Flanigan, Executive Vice
President, Global Supply Chain; Robert Ravener, Executive Vice President and Chief People Officer;
Rhonda Taylor, Executive Vice President and General Counsel; and Gregory Sparks, former Executive
Vice President, Store Operations.
Compensation Discussion and Analysis
Overview
Our executive compensation program is designed to serve the long-term interests of our
shareholders. To deliver superior shareholder returns, we believe it is critical to offer a competitive
compensation package that will attract, retain and motivate experienced executives with the requisite
expertise. Our program is designed to balance the short-term and long-term components and thus
incent achievement of our annual and long-term business strategies, to pay for performance and to
maintain our competitive position in the market in which we compete for executive talent.
Compensation Best Practices. We strive to align our executives’ interests with those of our
shareholders and to follow sound corporate governance practices.
Compensation Practice Dollar General Policy
Pay for Performance ឡA significant portion of targeted direct compensation
is linked to the financial performance of key metrics.
All of our annual bonus compensation and a
significant majority of our equity incentive
compensation are performance based. See ‘‘Pay for
Performance.’’
Robust share ownership guidelines and ឡOur share ownership guidelines and holding
holding requirements requirements create further alignment with
shareholders’ long-term interests. See ‘‘Share
Ownership Guidelines and Holding Requirements.’’
No hedging or pledging Dollar General ឡOur policy prohibits executive officers and Board
securities or holding Dollar General members from hedging their ownership of our stock,
securities in margin accounts pledging our securities as collateral, and holding our
securities in a margin account. See ‘‘Policy Against
Hedging and Pledging Transactions.’’
No excise tax gross-ups and minimal ឡWe do not provide tax gross-up payments other than
income tax gross-ups on relocation-related items.
No repricing or cash buyout of ឡOur equity incentive plan prohibits repricing
underwater stock options without underwater stock options, reducing the exercise price
shareholder approval of stock options or replacing awards with cash or
another award type, without shareholder approval.
Annual compensation risk assessment ឡAt least annually, our Compensation Committee
assesses the risk of our compensation program.
Independent compensation consultant ឡOur Compensation Committee retains an
independent consultant to provide advice on executive
and non-employee director compensation matters.
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