|
|
| |
SINCERELY,
MICHAEL M. CALBERT
CHAIRMAN OF THE BOARD
APRIL 5, 2024 |
|
| | | | | | | | | | |
|
DATE
|
| | |
TIME
|
| | |
LOCATION
|
|
|
|
| | |
|
| | |
|
|
|
Wednesday,
May 29, 2024 |
| | |
9:00 a.m.
Central Time
|
| | |
Dollar General Corporation, Turner One Building
100 Mission Ridge Goodlettsville, Tennessee |
|
| | | | | | | | | | |
| | | | By Order of the Board of Directors, | |
| | | |
|
|
|
Goodlettsville, Tennessee
April 5, 2024 |
| |
Christine L. Connolly
Corporate Secretary |
|
| |
Please vote your proxy as soon as possible even if you expect to attend the annual meeting in person. You may vote your proxy via the internet or by phone by following the instructions on the Notice of Internet Availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States. You may revoke your proxy by following the instructions listed on page 2 of the Proxy Statement.
|
| |
|
2024 PROPOSALS
|
| |
Board
Recommendation |
|
|
Proposal 1:
Election of Directors
|
| |
For
|
|
|
Proposal 2:
Advisory Vote to Approve Named Executive Officer Compensation
|
| |
For
|
|
|
Proposal 3:
Ratification of Appointment of Auditors
|
| |
For
|
|
|
Proposal 4:
Shareholder Proposal
|
| |
Against
|
|
| | | | | | | | | | | | | | |
|
MAIL
|
| | |
PHONE
|
| | |
INTERNET
|
| | |
IN PERSON
|
|
|
|
| | |
|
| | |
|
| | |
|
|
|
Complete, sign,
date and mail your proxy card or voting instruction form |
| | |
1-800-690-6903
|
| | |
www.proxyvote.com
|
| | |
May 29, 2024
9:00 a.m., CT Dollar General Corporation Turner One Building 100 Mission Ridge Goodlettsville, Tennessee |
|
| | | | | | | | | | | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
|
WARREN
F. BRYANT
Age: 78
Director Since:
2009 |
| |
Biography:
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co. from 1999 to 2002. Mr. Bryant served as a director of Loblaw Companies Limited from May 2013 to May 2022, OfficeMax Incorporated from 2004 to 2013, and Office Depot, Inc. from November 2013 to July 2017.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Mr. Bryant has over 40 years of retail experience, including experience in marketing, merchandising, operations, and finance. His substantial experience in leadership and policy-making roles at other retail companies, together with his former experience as a board member for other retailers, provides him with an extensive understanding of our industry, as well as with valuable executive management skills, global, strategic planning, and risk management experience, and the ability to effectively advise our CEO.
|
|
|
PATRICIA
D. FILI-KRUSHEL
Age: 70
Director Since:
2012 |
| |
Biography:
Ms. Fili-Krushel served as Chairperson of the Board of Coqual, a non-profit think tank that focuses on global talent strategies, from February 2021 through June 2023 and as its Chief Executive Officer from September 2018 until January 2021. She previously was Executive Vice President (April 2015 to November 2015) of NBCUniversal, serving as a strategist and key advisor to the CEO; Chairman of NBCUniversal News Group (July 2012 to April 2015); and Executive Vice President of NBCUniversal (January 2011 to July 2012) overseeing the operations and technical services, business strategy, human resources and legal functions. She was Executive Vice President of Administration at Time Warner Inc. (July 2001 to December 2010) overseeing philanthropy, corporate social responsibility, human resources, worldwide recruitment, employee development and growth, compensation and benefits, and security; Chief Executive Officer of WebMD Health Corp. (April 2000 to July 2001); and President of ABC Television Network (July 1998 to April 2000). Ms. Fili-Krushel has served as a director of Reddit, Inc. since January 2022 and Chipotle Mexican Grill, Inc. since March 2019 and served as a director of I2PO from July 2021 to July 2022.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Ms. Fili-Krushel’s background increases the breadth of experience of our Board as a result of her extensive executive experience overseeing the business strategy, philanthropy, corporate social responsibility, human resources, recruitment, employee growth and development, compensation and benefits, and legal functions, along with associated risks, at large public companies in the media industry. She also brings valuable oversight experience in diversity-related workplace matters, as well as digital and e-commerce experience. In addition, her understanding of consumer behavior based on her knowledge of viewership patterns and preferences provides a different perspective to our Board in understanding our customer base, and her other public company board experience brings additional perspective to our Board.
|
| |||
|
|
| |||
|
TIMOTHY
I. MCGUIRE
Age: 63
Director Since:
2018 |
| |
Biography:
Mr. McGuire served as Chief Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik, a business division of TELUS Corporation), a chain of professional smartphone repair stores, from October 2018 through August 2022, and as its Chairman of the Board from June 2017 to October 2018 and director from March 2017 to July 2020. He retired from McKinsey & Company, a worldwide management consulting firm, in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. He also co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics capabilities to clients to help make better business decisions. Mr. McGuire also held various positions with Procter & Gamble (1983 to 1989), including Marketing Director for the Canadian Food & Beverage division.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Mr. McGuire brings over 30 years of valuable retail experience to our company. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics, as well as risk management experience. In addition, Mr. McGuire’s focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general-merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply-chain optimization efforts, and the redesign of purchasing and supplier-management approaches, brings extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy.
|
|
|
DAVID
P. ROWLAND
Age: 63
Director Since:
2023 |
| |
Biography:
Mr. Rowland served as Executive Chairman of the Board of Directors of Accenture plc, a leading global professional services company, from September 2019 to September 2021. Prior thereto, Mr. Rowland served as Accenture’s Interim Chief Executive Officer (January 2019 to September 2019); Chief Financial Officer (July 2013 to January 2019); Senior Vice President, Finance (September 2006 to July 2013); and a variety of consulting and finance leadership roles of increasing responsibility (July 1983 to September 2006). Mr. Rowland served as a director of Accenture plc from January 2019 to September 2021.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Mr. Rowland has significant senior leadership experience and financial and risk management expertise. He further provides vast technology experience as a result of leading one of the world’s largest technology and digital service providers and engaging with clients on strategies for driving large, complex technology-based programs. While at Accenture, he played a significant role in all aspects of the company’s strategic planning, in driving the company’s M&A strategy, and in shaping the company’s human capital strategy and managing the company’s global workforce. In addition, Mr. Rowland has extensive international experience as a result of leading a global organization with significant scale that serves many of the largest companies in the world.
|
| |||
|
|
| |||
|
DEBRA
A. SANDLER
Age: 64
Director Since:
2020 |
| |
Biography:
Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a marketing consultancy that serves packaged goods companies operating in the health and wellness space, since September 2015. She also has served as Chief Executive Officer of Mavis Foods, LLC, a startup she founded that makes and sells Caribbean sauces and marinades, since April 2018. Ms. Sandler previously served seven years with Mars, Inc., including Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate (November 2009 to March 2012). She also held senior leadership positions with Johnson & Johnson from 1999 to 2009, where her last position was Worldwide President for McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for 13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has served as a director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland Company since May 2016 and Gannett Co., Inc. since June 2015.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo. These positions have required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her launch of Mavis Foods has provided her with valuable e-commerce, strategic planning and financial experience, and her other public company board experience brings additional perspective to our Board.
|
|
|
RALPH
E. SANTANA
Age: 56
Director Since:
2018 |
| |
Biography:
Mr. Santana has served as Chief Executive Officer of Recteq Grills, a pellet grill company, since June 2022. He previously served as Executive Vice President and Chief Marketing Officer of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., from April 2013 until June 2022, with responsibility for Harman’s worldwide marketing strategy and global design group, and as Senior Vice President and Chief Marketing Officer of Samsung Electronics North America (June 2010 to September 2012), where he was responsible for launching Samsung’s U.S. e-commerce business. He also served 16 years at PepsiCo, Inc. (June 1994 to May 2010) in multiple international and domestic leadership roles in marketing, including Vice President of Marketing, North American Beverages, Pepsi-Cola, and held positions with its Frito-Lay’s international and North America operations. Mr. Santana began his career at Beverage Marketing Corporation (July 1989 to June 1992) where he served as a beverage industry consultant designing market entry and expansion strategies.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Mr. Santana has almost 30 years of marketing experience spanning multiple technology and food and beverage consumer packaged goods categories. His deep understanding of digital marketing and retail shopper marketing, particularly in the area of consumer packaged goods, and his extensive experience in shaping multi-cultural strategy, executing marketing programs, and making brands culturally relevant further enhances our Board’s ability to provide oversight and thoughtful counsel to management in these important and evolving areas of our business. His previous and current executive positions also provide risk management experience.
|
| |||
|
|
| |||
|
TODD
J. VASOS
Age: 62
Director Since:
2015 |
| |
Biography:
Mr. Vasos has served as our Chief Executive Officer since October 2023 and as a member of our Board of Directors since June 2015. He previously served as our Chief Executive Officer from June 2015 to November 2022, when he transitioned to Senior Advisor prior to retiring in April 2023. Mr. Vasos joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in leadership positions with Longs Drug Stores Corporation, Phar-Mor Food and Drug Inc. and Eckerd Corporation. Mr. Vasos has served as a director of KeyCorp since July 2020.
|
|
|
Specific Experience, Qualifications, Attributes and Skills:
Mr. Vasos has extensive retail experience, including approximately 15 years with Dollar General. He has a thorough understanding of all key areas of our business, which is further bolstered by his former experience overseeing the merchandising, operations, marketing, advertising, global procurement, supply chain, store development, store layout and space allocation functions of other retail companies. In addition, Mr. Vasos’s service in leadership and policy-making positions in the retail business has provided him with additional leadership and strategic planning skills that allow him to effectively guide and oversee the direction of Dollar General and the consensus-building skills required to lead our management team, and his other public company board experience brings additional perspective to his leadership of Dollar General.
|
|
|
|
| |
The Board of Directors unanimously recommends that shareholders vote FOR the election of each of the nominees named in this proposal.
|
|
|
|
| |
Independent Board Chairman
Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role, Mr. Calbert serves as a liaison between the Board and our CEO, approves Board meeting agendas, facilitates communication of annual evaluation feedback to the Board and to individual directors, and participates with the Compensation and Human Capital Management Committee (the “Compensation Committee”) in the annual CEO performance evaluation. This decision allows our CEO to focus his time and energy on managing our business, while our Chairman devotes his time and attention to matters of Board oversight and governance. Our Board, however, recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders.
|
|
|
|
| |
Annual Evaluations and Board Succession Planning
Our Board of Directors, each standing committee, and each individual non-employee director are evaluated annually using a process approved by the Nominating Committee. Our Board has adopted a policy to seek input from an independent consultant as part of the annual evaluation process at least once every three years. The evaluation process utilizes written questionnaires and, when deemed appropriate, telephonic interviews to supplement written responses. Results of the Board and committee evaluations are reviewed by the Board and each committee, and each director is provided feedback with respect to his or her performance, all with the goal of enhancing effective Board leadership and oversight and informing director re-nomination decisions and succession planning.
|
|
|
|
| |
Annual CEO Performance Evaluations
The CEO is annually evaluated under the leadership of the Compensation Committee and the Chairman of the Board. All independent directors are invited to provide input into this discussion.
|
|
|
|
| |
Regularly Scheduled Non-Management and Independent Director Sessions
Opportunity is available at each quarterly Board meeting for separate executive sessions of the non-management directors (all of whom are currently independent). Mr. Calbert, as Chairman, presides over all executive sessions of the non-management and the independent directors.
|
|
|
|
| |
Shareholder Engagement
To build and maintain relationships with shareholders and to ensure their perspectives are understood and considered by our Board of Directors, we conduct year-round outreach through our senior management, investor relations and legal teams. In 2023, we also continued to engage in focused shareholder engagement efforts regarding corporate governance, social responsibility and sustainability, inviting shareholders representing approximately 57% of our outstanding shares to discuss their perspectives on these matters. We ultimately held conversations with shareholders comprising approximately 55% of shares outstanding during this outreach. Our Chairman of the Board led the engagement with shareholders representing approximately 38% of shares outstanding. For more information on our focused shareholder outreach efforts, please see “How does shareholder feedback affect decision-making, including decisions about the shareholder proposal approved at last year’s annual meeting” below.
|
|
|
Name of
Committee & Members |
| | |
Committee Functions
|
|
|
AUDIT:
Ms. Chadwick, Chairperson
Mr. Bryant Mr. Rowland Ms. Sandler |
| | |
•
Selects the independent auditor and periodically considers the advisability of audit firm rotation
•
Annually evaluates the independent auditor’s qualifications, performance and independence, as well as the lead audit partner, and reviews the annual report on the independent auditor’s internal quality control procedures and any material issues raised by its most recent review of internal quality controls
•
Pre-approves audit engagement fees and terms and all permitted non-audit services and fees, and discusses the audit scope and any audit problems or difficulties
•
Sets policies regarding the hiring of current and former employees of the independent auditor
•
Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor
•
Reviews CEO/CFO disclosures regarding any significant deficiencies or material weaknesses in our internal control over financial reporting, and establishes procedures for receipt, retention and treatment of complaints regarding accounting or internal controls
•
Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies
•
Oversees our enterprise risk management program, including reports and metrics pertaining to cybersecurity risks
•
Reviews internal audit activities, projects and budget
•
Reviews and oversees any reportable related party transactions (unless a particular transaction is within the purview of another committee) to ensure they are not inconsistent with the interests of the Company and our shareholders
•
Discusses with our general counsel legal matters having an impact on financial statements
•
Furnishes the committee report required in our proxy statement
|
|
| | | ||||
|
COMPENSATION AND
HUMAN CAPITAL MANAGEMENT:
Ms. Fili-Krushel, Chairperson
Mr. Bryant Mr. McGuire |
| | |
•
Oversees significant matters pertaining to human capital management strategy, including diversity and inclusion and recruitment, retention and engagement of employees, and labor-related matters
•
Reviews and approves corporate goals and objectives relevant to CEO compensation
•
Determines executive officer compensation (with an opportunity, if they so choose, for the independent directors to ratify CEO compensation) and recommends Board compensation for Board approval
•
Oversees overall compensation philosophy and principles for the general employee population
•
Establishes short-term and long-term incentive compensation programs for senior officers and approves all equity awards
•
Oversees share ownership guidelines and holding requirements for Board members and senior officers
•
Oversees the performance evaluation process for senior officers
•
Reviews and discusses disclosure regarding executive compensation, including Compensation Discussion and Analysis and compensation tables (in addition to preparing the report on executive compensation for our proxy statement)
•
Selects and determines fees and scope of work of its compensation consultant
•
Oversees and evaluates the independence of its compensation consultant and other advisors
|
|
|
Name of
Committee & Members |
| | |
Committee Functions
|
|
|
NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY:
Ms. Sandler, Chairperson
Ms. Fili-Krushel Mr. Santana |
| | |
•
Develops and recommends criteria for selecting new directors
•
Screens and recommends to our Board individuals qualified to serve on our Board
•
Recommends Board committee structure and membership
•
Recommends persons to fill Board and committee vacancies
•
Develops and recommends Corporate Governance Guidelines and corporate governance practices and oversees corporate governance issues, including the annual shareholder engagement program
•
Oversees the process governing annual Board, committee and director evaluations
•
Oversees management’s efforts pertaining to significant corporate social responsibility and sustainability matters, which may include issues relating to the environment, human rights, health and safety, supply chain, community and governmental relations, charitable and political contributions, and similar matters
•
Evaluates shareholder proposals unless within the subject matter jurisdiction or expertise of another independent Board committee
•
Evaluates the appropriateness of a director’s continued Board and committee membership in light of any changed circumstances that could affect the director’s independence, qualifications or availability
•
Considers requests by directors and executive officers to serve on the board of directors of a for-profit company, taking into account among other factors the overboarding policy set forth in our Corporate Governance Guidelines
|
|
|
Fiscal
Year |
| |
Board
Retainer ($) |
| |
Audit
Committee Chairperson Retainer ($) |
| |
Compensation
Committee Chairperson Retainer ($) |
| |
Nominating
Committee Chairperson Retainer ($) |
| |
Estimated
Value of Equity Award ($)(1) |
| |||||||||||||||
|
2023
|
| | | | 95,000 | | | | | | 25,000 | | | | | | 20,000 | | | | | | 17,500 | | | | | | 190,000 | | |
|
Name(1)
|
| |
Fees Earned or
Paid in Cash ($)(2) |
| |
Stock
Awards ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||
|
Warren F. Bryant
|
| | | | 95,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 274,937 | | |
|
Michael M. Calbert
|
| | | | 97,308 | | | | | | 367,018 | | | | | | 3,949 | | | | | | 468,275 | | |
|
Ana M. Chadwick
|
| | | | 112,033 | | | | | | 177,952 | | | | | | 2,386 | | | | | | 292,371 | | |
|
Patricia D. Fili-Krushel
|
| | | | 115,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 294,937 | | |
|
Timothy I. McGuire
|
| | | | 95,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 274,937 | | |
|
William C. Rhodes, III
|
| | | | 38,242 | | | | | | — | | | | | | 1,166 | | | | | | 39,408 | | |
|
David P. Rowland
|
| | | | 47,500 | | | | | | 176,379 | | | | | | 1,346 | | | | | | 225,225 | | |
|
Debra A. Sandler
|
| | | | 110,192 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 290,129 | | |
|
Ralph E. Santana
|
| | | | 95,000 | | | | | | 177,952 | | | | | | 1,985 | | | | | | 274,937 | | |
|
Compensation Practice
|
| | |
Dollar General Policy
|
|
|
Pay for performance
|
| | |
A significant portion of compensation, including our annual Teamshare cash bonus incentive and our equity incentive compensation, is performance-based—dependent on our financial performance, linked to changes in our stock price, or both.
|
|
|
Robust share ownership guidelines and holding requirements
|
| | |
Our share ownership guidelines and holding requirements create further alignment with shareholders’ long-term interests. See “Share Ownership Guidelines and Holding Requirements.”
|
|
|
Clawback policy
|
| | |
Our recently amended clawback policy requires the recovery of erroneously awarded incentive compensation paid to current and former executive officers based on financial results that were subsequently restated as a result of a material noncompliance with any financial reporting requirement under the U.S. federal securities laws, regardless of an executive’s personal culpability.
|
|
|
Hedging, pledging and margin prohibitions
|
| | |
Our policy prohibits executive officers and Board members (and certain of their family members, entities and trusts) from hedging against any decrease in the market value of Dollar General equity securities awarded by our company and held by them, and from pledging as collateral or holding in a margin account any securities issued by Dollar General. See “Hedging and Pledging Policies.”
|
|
|
No excise tax gross-ups and minimal income tax gross-ups
|
| | |
We do not provide tax gross-up payments to named executive officers other than on relocation-related items.
|
|
|
Double-trigger provisions
|
| | |
All equity awards granted to named executive officers as executive compensation include a “double-trigger” vesting provision upon a change in control.
|
|
|
No repricing or cash buyout of underwater stock options without shareholder approval
|
| | |
Our equity incentive plans prohibit repricing underwater stock options, reducing the exercise price of stock options or replacing awards with cash or another award type, without shareholder approval.
|
|
|
Annual compensation risk assessment
|
| | |
At least annually, our Compensation Committee assesses the risk of our compensation program.
|
|
|
AutoZone
Dollar Tree O’Reilly Auto Sysco Tractor Supply |
| |
Best Buy
Kroger Ross Stores Target Walgreens |
| |
CarMax
Lowe’s
Starbucks TJX Companies |
|
| | | |
Adjusted EBITDA (2023)
|
| |||||||||||||||
|
Level*
|
| |
Result v.
Target (%) |
| |
EBITDA
Result ($) (in billions) |
| |
PSUs Earned
(% of Target) |
| |||||||||
| Below Threshold | | | | | <90 | | | | | | <3.985 | | | | | | 0 | | |
| Threshold | | | | | 90 | | | | | | 3.985 | | | | | | 50 | | |
| Target | | | | | 100 | | | | | | 4.428 | | | | | | 100 | | |
| Maximum | | | | | 120 | | | | | | 5.313 | | | | | | 300 | | |
|
2023 Results
|
| | |
|
77.6
|
| | | |
|
3.437
|
| | | |
|
0
|
| |
| | | |
Adjusted ROIC (2023-2025)
|
| |||||||||||||||
|
Level*
|
| |
Result v.
Target (%) |
| |
ROIC
Result (%) |
| |
PSUs Earned
(% of Target) |
| |||||||||
| Below Threshold | | | | | <95.4 | | | | | | <20.59 | | | | | | 0 | | |
| Threshold | | | | | 95.4 | | | | | | 20.59 | | | | | | 50 | | |
| Target | | | | | 100.0 | | | | | | 21.59 | | | | | | 100 | | |
| Maximum | | | | | 104.6 | | | | | | 22.59 | | | | | | 300 | | |
| | | |
Adjusted ROIC (2021-2023)
|
| |||||||||||||||
|
Level*
|
| |
Result v.
Target (%) |
| |
ROIC
Result (%) |
| |
PSUs Earned
(% of Target) |
| |||||||||
| Below Threshold | | |
<95.5
|
| |
<21.05
|
| | | | 0 | | | ||||||
| Threshold | | | | | 95.5 | | | | | | 21.05 | | | | | | 50 | | |
| Target | | | | | 100.0 | | | | | | 22.05 | | | | | | 100 | | |
| Maximum | | | | | 104.5 | | | | | | 23.05 | | | | | | 300 | | |
|
2021-2023 Results
|
| | |
|
104.2
|
| | | |
|
22.98
|
| | | |
|
287.09
|
| |
|
Name
|
| |
2021-2023 PSUs Earned (Adjusted ROIC)
|
| |||
| Mr. Vasos | | | | | 38,413 | | |
| Mr. Owen* | | | | | — | | |
| Ms. Dilts | | | | | 904 | | |
| Mr. Garratt* | | | | | — | | |
| Ms. E. Taylor | | | | | 4,700 | | |
| Ms. R. Taylor | | | | | 5,785 | | |
| Mr. Wenkoff | | | | | 5,785 | | |
| Mr. Zuazo* | | | | | — | | |
|
Officer Level
|
| |
Multiple of Base Salary
|
| |||
| CEO | | | | | 6X | | |
| COO/President (if any) | | | | | 4X | | |
| EVP | | | | | 3X | | |
| SVP | | | | | 2X | | |
|
Name and Principal Position(1)
|
| |
Year
|
| |
Salary
($)(2) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total
($) |
| |||||||||||||||||||||
|
Todd J. Vasos,
Chief Executive Officer |
| | | | 2023 | | | | | | 652,461 | | | | | | — | | | | | | 7,952,550 | | | | | | — | | | | | | 375,106 | | | | | | 8,980,117 | | |
| | | 2022 | | | | | | 1,391,720 | | | | | | 5,592,354 | | | | | | 5,924,983 | | | | | | 2,520,000 | | | | | | 192,349 | | | | | | 15,621,406 | | | |||
| | | 2021 | | | | | | 1,350,052 | | | | | | 5,179,592 | | | | | | 5,239,005 | | | | | | 4,544,529 | | | | | | 305,695 | | | | | | 16,618,873 | | | |||
|
Jeffery C. Owen,
Former Chief Executive Officer |
| | | | 2023 | | | | | | 792,439 | | | | | | 3,103,843 | | | | | | 2,926,934 | | | | | | — | | | | | | 88,981 | | | | | | 6,912,197 | | |
| | | 2022 | | | | | | 962,310 | | | | | | 1,579,023 | | | | | | 8,050,200 | | | | | | 1,344,299 | | | | | | 96,852 | | | | | | 12,032,684 | | | |||
| | | 2021 | | | | | | 845,241 | | | | | | 1,072,461 | | | | | | 1,084,805 | | | | | | 1,904,528 | | | | | | 68,659 | | | | | | 4,975,694 | | | |||
|
Kelly M. Dilts,
Executive Vice President & Chief Financial Officer |
| | | | 2023 | | | | | | 727,261 | | | | | | 275,980 | | | | | | 898,569 | | | | | | — | | | | | | 63,390 | | | | | | 1,965,200 | | |
|
John W. Garratt,
Former President & Chief Financial Officer |
| | | | 2023 | | | | | | 309,799 | | | | | | — | | | | | | — | | | | | | — | | | | | | 66,451 | | | | | | 376,250 | | |
| | | 2022 | | | | | | 852,150 | | | | | | 1,052,610 | | | | | | 1,438,947 | | | | | | 884,766 | | | | | | 74,963 | | | | | | 4,303,436 | | | |||
| | | 2021 | | | | | | 794,061 | | | | | | 828,781 | | | | | | 838,227 | | | | | | 1,344,028 | | | | | | 67,261 | | | | | | 3,872,358 | | | |||
|
Emily C. Taylor,
Executive Vice President & Chief Merchandising Officer |
| | | | 2023 | | | | | | 769,537 | | | | | | 919,726 | | | | | | 867,222 | | | | | | — | | | | | | 139,007 | | | | | | 2,695,492 | | |
| | | 2022 | | | | | | 680,214 | | | | | | 894,708 | | | | | | 947,988 | | | | | | 622,837 | | | | | | 172,923 | | | | | | 3,318,670 | | | |||
|
Rhonda M. Taylor,
Executive Vice President & General Counsel |
| | | | 2023 | | | | | | 712,704 | | | | | | 919,726 | | | | | | 867,222 | | | | | | — | | | | | | 134,203 | | | | | | 2,633,855 | | |
| | | 2022 | | | | | | 647,514 | | | | | | 894,708 | | | | | | 947,988 | | | | | | 585,953 | | | | | | 173,228 | | | | | | 3,249,391 | | | |||
| | | 2021 | | | | | | 626,130 | | | | | | 780,007 | | | | | | 788,937 | | | | | | 1,059,788 | | | | | | 182,113 | | | | | | 3,436,975 | | | |||
|
Carman R. Wenkoff,
Executive Vice President & Chief Information Officer |
| | | | 2023 | | | | | | 692,588 | | | | | | 781,736 | | | | | | 737,157 | | | | | | — | | | | | | 62,749 | | | | | | 2,274,230 | | |
| | | 2022 | | | | | | 666,692 | | | | | | 894,708 | | | | | | 947,988 | | | | | | 607,500 | | | | | | 60,679 | | | | | | 3,177,567 | | | |||
| | | 2021 | | | | | | 608,273 | | | | | | 780,007 | | | | | | 788,937 | | | | | | 1,051,974 | | | | | | 52,169 | | | | | | 3,281,360 | | | |||
|
Antonio Zuazo,
Former Executive Vice President, Global Supply Chain |
| | | | 2023 | | | | | | 177,348 | | | | | | 689,743 | | | | | | 650,430 | | | | | | — | | | | | | 2,071,473 | | | | | | 3,588,994 | | |
|
Fiscal
Year |
| |
Mr. Vasos
($) |
| |
Mr. Owen
($) |
| |
Ms. Dilts
($) |
| |
Mr. Garratt
($) |
| |
Ms. E. Taylor
($) |
| |
Ms. R. Taylor
($) |
| |
Mr. Wenkoff
($) |
| |
Mr. Zuazo
($) |
| |||||||||||||||||||||||||||
| | | 2023 | | | | | | — | | | | | | 9,311,528 | | | | | | 413,971 | | | | | | — | | | | | | 2,759,179 | | | | | | 2,759,179 | | | | | | 2,345,209 | | | | | | 2,069,228 | | |
| | | 2022 | | | | | | 16,777,061 | | | | | | 4,737,068 | | | | | | — | | | | | | 3,157,831 | | | | | | 2,684,124 | | | | | | 2,684,124 | | | | | | 2,684,124 | | | | | | — | | |
| | | 2021 | | | | | | 15,538,775 | | | | | | 3,217,382 | | | | | | — | | | | | | 2,486,343 | | | | | | — | | | | | | 2,340,020 | | | | | | 2,340,020 | | | | | | — | | |
|
Name
|
| |
Company Match
Contributions – 401(k) ($) |
| |
Company Match
Contributions – CDP ($) |
| |
Company
Contributions – SERP ($) |
| |
Premiums
for Life Insurance Program ($) |
| |
Payments/
Accruals in Connection with Termination ($)(a) |
| |
Consulting
Fees ($)(b) |
| |
Aggregate Incremental
Cost of Providing Perquisites/Personal Benefits ($)(c) |
| |||||||||||||||||||||
| Mr. Vasos | | | | | 15,333 | | | | | | 16,123 | | | | | | — | | | | | | 1,369 | | | | | | — | | | | | | — | | | | | | 112,405 | | |
| Mr. Owen | | | | | 12,047 | | | | | | 27,817 | | | | | | — | | | | | | 1,625 | | | | | | — | | | | | | — | | | | | | 47,492 | | |
| Ms. Dilts | | | | | 16,583 | | | | | | 19,446 | | | | | | — | | | | | | 1,526 | | | | | | — | | | | | | — | | | | | | 25,835 | | |
| Mr. Garratt | | | | | 12,937 | | | | | | 2,740 | | | | | | — | | | | | | 624 | | | | | | — | | | | | | 50,150 | | | | | | — | | |
|
Ms. E. Taylor
|
| | | | 16,637 | | | | | | — | | | | | | 100,472 | | | | | | 1,508 | | | | | | — | | | | | | — | | | | | | 20,390 | | |
|
Ms. R. Taylor
|
| | | | 16,944 | | | | | | 18,827 | | | | | | 96,937 | | | | | | 1,495 | | | | | | — | | | | | | — | | | | | | — | | |
| Mr. Wenkoff | | | | | 16,577 | | | | | | 18,042 | | | | | | — | | | | | | 1,452 | | | | | | — | | | | | | — | | | | | | 26,678 | | |
| Mr. Zuazo | | | | | 8,424 | | | | | | — | | | | | | — | | | | | | 354 | | | | | | 2,062,695 | | | | | | — | | | | | | — | | |
|
Fees Earned or Paid in Cash
($)(a) |
| |
Stock Awards
($)(b) |
| |
All Other Compensation
($)(c) |
| |||||||||
| | | 50,372 | | | | | | 177,952 | | | | | | 1,552 | | |
|
Name
|
| | | | | | | |
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise or
Base Price of Option Awards ($/Sh)(2) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(3) |
| ||||||||||||||||||||||||||||||||||||||||||
|
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Mr. Vasos
|
| | | | — | | | | | | 1,050,000(1) | | | | | | 2,100,000(1) | | | | | | 6,300,000(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 05/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 873 | | | | | | — | | | | | | — | | | | | | 177,952 | | | |||
| | | 10/17/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 117.33 | | | | | | 7,952,550 | | | |||
|
Mr. Owen
|
| | | | — | | | | | | 843,750 | | | | | | 1,687,500 | | | | | | 5,062,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,099 | | | | | | 208.13 | | | | | | 2,926,934 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,457 | | | | | | 14,913 | | | | | | 44,739 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,103,843 | | | |||
|
Ms. Dilts
|
| | | | — | | | | | | 254,776 | | | | | | 509,553 | | | | | | 1,528,658 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,809 | | | | | | 208.13 | | | | | | 260,183 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 332 | | | | | | 663 | | | | | | 1,989 | | | | | | — | | | | | | — | | | | | | — | | | | | | 137,990 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 663 | | | | | | — | | | | | | — | | | | | | 137,990 | | | |||
| | | 06/09/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,588 | | | | | | 153.05 | | | | | | 638,386 | | | |||
| Mr. Garratt | | | | | — | | | | | | 468,550 | | | | | | 937,099 | | | | | | 2,811,297 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Ms. E. Taylor
|
| | | | — | | | | | | 290,960 | | | | | | 581,920 | | | | | | 1,745,759 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 208.13 | | | | | | 867,222 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,210 | | | | | | 4,419 | | | | | | 13,257 | | | | | | — | | | | | | — | | | | | | — | | | | | | 919,726 | | | |||
|
Ms. R. Taylor
|
| | | | — | | | | | | 271,875 | | | | | | 543,750 | | | | | | 1,631,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 208.13 | | | | | | 867,222 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,210 | | | | | | 4,419 | | | | | | 13,257 | | | | | | — | | | | | | — | | | | | | — | | | | | | 919,726 | | | |||
|
Mr. Wenkoff
|
| | | | — | | | | | | 261,028 | | | | | | 522,056 | | | | | | 1,566,167 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,625 | | | | | | 208.13 | | | | | | 737,157 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,878 | | | | | | 3,756 | | | | | | 11,268 | | | | | | — | | | | | | — | | | | | | — | | | | | | 781,736 | | | |||
|
Mr. Zuazo
|
| | | | — | | | | | | 232,025 | | | | | | 464,049 | | | | | | 1,392,147 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,022 | | | | | | 208.13 | | | | | | 650,430 | | | |||
| | | 03/28/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,657 | | | | | | 3,314 | | | | | | 9,942 | | | | | | — | | | | | | — | | | | | | — | | | | | | 689,743 | | |
| | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| |||||||||||||||||||||||||||
|
Mr. Vasos
|
| | | | 03/17/2020 | | | | | | 33,430(2) | | | | | | 33,430(3) | | | | | | 154.53 | | | | | | 04/01/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 03/16/2021 | | | | | | 30,744(2) | | | | | | 61,488(4) | | | | | | 193.55 | | | | | | 04/01/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 03/15/2022 | | | | | | 31,155(2) | | | | | | 31,155(5) | | | | | | 214.25 | | | | | | 04/01/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 10/17/2023 | | | | | | — | | | | | |