DEF 14A of Dollar General Corp, Apr 5, 2024

DEF 14A of Dollar General Corp

Filed Apr 5, 2024 · FY20230001104659-24-044304

Open on EDGAR

  1. Dollar General Corporation

    | SOLICITATION, MEETING AND VOTING INFORMATION | 1 | | PROPOSAL 1: Election of Directors | 4 | | CORPORATE GOVERNANCE | 11 | | DIRECTOR COMPENSATION | 17 | | DIRECTOR INDEPENDENCE | 19 | | TRANSACTIONS WITH MANAGEMENT AND OTHERS | 20 | | EXECUTIVE COMPENSATION | 21 | | Compensation Discussion and Analysis | 21 | | Compensation Committee Report | 31 | | Summary Compensation Table | 32 | | Grants of Plan-Based Awards in Fiscal 2023 | 34 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 35 | | Option Exercises and Stock Vested During Fiscal 2023 | 37 | | Pension Benefits Fiscal 2023 | 37 | | Nonqualified Deferred Compensation Fiscal 2023 | 37 | | Potential Payments Upon Termination or Change in Control | 39 |

  2. Dollar General Corporation

    | Pay Versus Performance | 49 | | Compensation Committee Interlocks and Insider Participation | 53 | | Compensation Risk Considerations | 53 | | Pay Ratio Disclosure | 53 | | PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation | 54 | | SECURITY OWNERSHIP | 55 | | Security Ownership of Certain Beneficial Owners | 55 | | Security Ownership of Officers and Directors | 56 | | Delinquent Section 16(a) Reports | 56 | | AUDIT COMMITTEE REPORT | 57 | | FEES PAID TO AUDITORS | 58 | | PROPOSAL 3: Ratification of Appointment of Auditors | 59 | | PROPOSAL 4: Shareholder Proposal to Improve Clawback Policy for Unearned Executive Pay | 60 | | SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 63 |

  3. Does the Board consider diversity when identifying director nominees?

    Does the Board consider diversity when identifying director nominees? Yes. Our Board of Directors values diversity in its broadest sense (including gender and race) and has adopted a written policy to endeavor to achieve a mix of members that represents a diversity of background and experience in areas that are relevant to our business. Similar to the “Rooney Rule,” this policy further provides that the Nominating Committee should seek to include qualified women and individuals from underrepresented groups in the pool from which candidates are selected and to direct any search firm accordingly. The Committee periodically assesses this policy’s effectiveness as part of its annual performance evaluation. The matrix included below illustrates the diverse experience and composition of our Board and reflects the key skills, qualifications and experience that our Board has determined to be important in light of our current and expected business needs.

  4. How are nominees evaluated; what are the threshold qualifications?

    How are nominees evaluated; what are the threshold qualifications? The Nominating Committee is charged with recommending to our Board of Directors only those candidates that it believes are qualified to serve as Board members consistent with the director selection criteria established by the Board. The Nominating Committee assesses a candidate’s independence, background, experience and time commitments, as well as our Board’s skill needs. With respect to incumbent directors, the Committee also assesses the meeting attendance record and suitability for continued service. The Committee determines whether each nominee is in a position to devote adequate time to the effective performance of director duties and possesses the following threshold characteristics: integrity and accountability, informed judgment, financial literacy, a cooperative approach, a record of achievement, loyalty, and the ability to consult with and advise management. The Committee recommends candidates, including those submitted by shareholders, only if it believes a candidate’s knowledge, experience and expertise would strengthen the Board and that the candidate is committed to representing our shareholders’ long-term interests. While our focus and priorities may change from time to time, the Board of Directors Experience and Composition Matrix above summarizes the key skills, qualifications and experience that our Board has determined to be important in light of our current and expected business needs.

  5. Who are the nominees this year?

    Who are the nominees this year? All nominees standing for election as directors at the annual meeting were nominated by our Board of Directors upon the recommendation of the Nominating Committee. The nominees include 8 incumbent directors who were elected at the 2023 annual meeting of shareholders, as well as Mr. Rowland who was appointed to our Board effective August 5, 2023. Our Board believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties, is in compliance with our overboarding policy detailed in our Corporate Governance Guidelines, and possesses all of the threshold qualifications identified above. If elected, each nominee would hold office until the 2025 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal. The following lists the nominees, their ages at the date of this proxy statement and the calendar year in which they first became a director, along with their biographies and the experience, qualifications, attributes or skills that led our Board to conclude that each nominee should serve as a director of Dollar General.

  6. Who are the nominees this year?

    | 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. |

  7. Who are the nominees this year?

    | MICHAEL M. CALBERT Age: 61 Director Since: 2007 | Biography: Mr. Calbert has served as our Chairman of the Board since January 2016. He joined the private equity firm KKR & Co. L.P. in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014, after which he served as a consultant to KKR until June 2015. Mr. Calbert led KKR’s Retail industry team prior to his retirement. He also served as the Chief Financial Officer of Randall’s Food Markets from 1997 until it was sold in September 1999 and worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. Mr. Calbert has served as a director of PVH Corp. since May 2022 and served as a director of Executive Network Partnering Corporation from September 2020 to October 2022 and AutoZone, Inc. from May 2019 to December 2021. He previously served as our Chairman of the Board from July 2007 until December 2008 and as our lead director from March 2013 until his re-appointment as our Chairman of the Board in January 2016. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. Calbert has considerable experience in managing private equity portfolio companies and is experienced with corporate finance and strategic business planning activities. Mr. Calbert has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies and operations, financial plans and structures, risk, and management teams. His former service on various company boards in the retail industry further strengthens his knowledge and experience within our industry. Mr. Calbert also has a significant financial and accounting background evidenced by his prior experience as the chief financial officer of a retail company and his 10 years of practice as a certified public accountant. | | ANA M. CHADWICK Age: 52 Director Since: 2022 | Biography: Ms. Chadwick has served as Executive Vice President and Chief Financial Officer of Pitney Bowes Inc., a global shipping and mailing company providing technology, logistics, and financial services to small and medium sized businesses, large enterprises, retailers and government clients, since January 2021, and she has announced her resignation from Pitney Bowes effective April 21, 2024. Effective April 22, 2024, Ms. Chadwick will become Executive Vice President, Chief Financial Officer and Treasurer of Insulet Corporation, a medical device company. She previously served for 28 years in various roles at General Electric Company, including President and Chief Executive Officer of GE Capital Global Legacy Solutions (March 2019 to January 2021); Chief Financial Officer and Chief Operating Officer of GE Capital Global Legacy Solutions (February 2016 to February 2019); Controller of GE Capital Americas (September 2014 to January 2016); Chief Financial Officer of GE Capital Energy Financial Services (July 2010 to August 2014); Chief Operating Officer of GE Capital Global Banking—GE Money Bank Latin America (February 2009 to June 2010); Chief Financial Officer of GE Capital Consumer Finance—Latin America (December 2005 to January 2009); Chief Financial Officer of GE Capital Consumer Finance—GE Capital Bank Switzerland (December 2003 to November 2005); and a variety of finance and audit positions of increasing responsibility since joining the company in June 1993. | | | Specific Experience, Qualifications, Attributes and Skills: Ms. Chadwick has significant financial and risk management expertise and over 30 years of experience in various financial planning, audit, banking, and accounting roles. Through these various roles, she has led large global teams of employees and played a critical role in various joint ventures, divestitures and restructurings. These experiences bring deep and disciplined perspective to our Audit Committee and Board. In addition, having lived and worked in several Latin American countries, including growing businesses in Latin America, she brings valuable perspective to our Board as the Company works to expand its operations into Mexico and to further serve its diverse customer base in the United States. |

  8. Who are the nominees this year?

    | 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. |

  9. Who are the nominees this year?

    | 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. |

  10. Who are the nominees this year?

    | 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. |

  11. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The following table and text summarize the compensation earned by or paid to each person who served as a non-employee member of our Board during all or part of 2023, other than Mr. Vasos. During 2023, Mr. Vasos was not separately compensated for his Board service for any period of time in which he was employed by us, including as Senior Advisor through April 1, 2023, and as Chief Executive Officer beginning October 12, 2023. Jeffery Owen, who served as our Chief Executive Officer and as a member of our Board until October 12, 2023, was not separately compensated for Board service. Messrs. Vasos’s and Owen’s executive compensation, as well as Mr. Vasos’s compensation for his Board service for the period of time in which he was not employed by us, are included under “Executive Compensation” below. We have omitted the columns pertaining to “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.

  12. Fiscal 2023 Director Compensation

    | 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 |

  13. Fiscal 2023 Director Compensation

    (1) Mr. Rhodes served on our Board until May 31, 2023. Mr. Rowland joined our Board on August 5, 2023. (2) In addition to the Board retainer, Messrs. Calbert and Rhodes and Mss. Chadwick, Fili-Krushel, and Sandler earned retainers (pro-rated as applicable) for service as committee chairpersons during all or part of fiscal 2023. (3) Represents the grant date fair value of RSUs awarded to Mr. Calbert on February 6, 2023 ($189,066) for his annual Chairman of the Board retainer, as well as to each director listed in the table above (including Mr. Calbert), other than Messrs. Rhodes and Rowland, on May 30, 2023 ($177,952) and Mr. Rowland on August 29, 2023 ($176,379) for annual awards, in each case computed in accordance with FASB ASC Topic 718. Mr. Rhodes did not receive an annual RSU award because he did not stand for re-election at the 2023 annual meeting. Information regarding assumptions made in the valuation of these awards is included in Note 9 of the annual consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 (our “2023 Form 10-K”). As of February 2, 2024, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, McGuire, and Santana and Mss. Chadwick, Fili-Krushel, and Sandler (884); Mr. Calbert (1,726); Mr. Rhodes (0); and Mr. Rowland (1,149). (4) Represents (a) the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs for all persons listed in the table above; and (b) for Mr. Rhodes, cash reimbursement of $733 to offset the estimated federal income tax obligation on a retirement gift. Perquisites and personal benefits, if any, totaled less than $10,000 per director listed in the table and therefore are not included in the table. DIRECTOR INDEPENDENCE

  14. Compensation Best Practices

    | 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. |

  15. Pay for Performance

    Pay for Performance Consistent with our philosophy, and as illustrated to the right, a significant portion of annualized total target compensation for our named executive officers in 2023 was variable/at-risk as a result of being performance-based—dependent on our financial performance, linked to changes in our stock price, or both. In addition, the following financial performance was achieved in accordance with our short-term and long-term incentive plans: • Teamshare Bonus Program We achieved 2023 adjusted EBIT of $2.597 billion, or 72.3% of the adjusted EBIT target, which was below the threshold required for a payout to named executive officers (see “Short-Term Cash Incentive Plan”). • Performance Share Units We achieved 2023 adjusted EBITDA of $3.437 billion, or 77.6% of the adjusted EBITDA target related to the portion of the awards granted in March 2023 subject to 2023 adjusted EBITDA performance, which was below the threshold required to earn such performance share units (“PSUs”). The portion of the PSUs granted in March 2021 subject to 2021-2023 adjusted ROIC performance was earned at 287.09% of target based on achieving adjusted ROIC of 22.98%, or 104.2% of the adjusted ROIC three-year 2021-2023 target. (see “Long-Term Equity Incentive Program”).

  16. Use of Performance Evaluations

    Use of Performance Evaluations Each member of the Board of Directors is asked to provide feedback to the Chairman of the Board regarding the CEO’s overall performance. The Chairman of the Board shares such information with the Compensation Committee. The Committee, together with the Chairman of the Board, assesses the performance of the CEO, and the CEO evaluates and reports to the Committee on the performance of each of the other named executive officers, in each case versus previously established goals. The Committee also has the opportunity to provide input into each named executive officer’s performance evaluation. These evaluations are subjective; no objective criteria or relative weighting is assigned to any individual goal or factor. Performance ratings serve as an eligibility threshold for annual base salary increases and may directly impact the amount of such increases. The Committee starts with the percentage base salary increase that equals the overall budgeted increase for our U.S.-based employee population and approves differing merit increases to base salary based upon each named executive officer’s individual performance rating. The Committee then considers whether additional adjustments are necessary to reflect performance, responsibilities, qualifications, experience, and time in role; to bring pay within a reasonable range of the peer group; to reflect a change in role or duties; to achieve a better balance between base salary and incentive compensation; to more appropriately align relative pay position among internal peers; or for other reasons the Committee believes justify a variance from the merit increase. The Committee reserves the right to consider individual performance and other factors for the purpose of adjusting Teamshare bonus payments upward or downward for one or more named executive officers, although the Committee does not always exercise this right each year. An unsatisfactory performance rating will reduce the number of, or completely eliminate, stock options awarded to the named executive officer in the following year. In addition, individual performance and other factors, such as retention, succession, and time in role considerations and company and department performance, are used as part of a subjective assessment to determine each non-CEO named executive officer’s equity award value within the Committee’s agreed upon range of values unless the Committee determines that an individual officer’s circumstances warrant an equity grant value outside of such range.

  17. Use of Market Data

    Use of Market Data The Compensation Committee approves, periodically reviews, and utilizes a peer group when making compensation decisions (see “Philosophy and Objectives”). The peer group data typically is considered for base salary adjustments and target equity award values and ranges, Teamshare target bonus opportunities, and total target compensation, and periodically when considering structural changes to our executive compensation program. Our peer group consists of companies selected according to their similarity to our operations, services, revenues, markets, availability of information, and any other information the Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. The Committee last updated our peer group in May 2022 in order to improve industry and size comparability. This peer group, which was used for all 2023 named executive officer compensation decisions, consists of:

  18. Use of Market Data

    | AutoZone Dollar Tree O’Reilly Auto Sysco Tractor Supply | Best Buy Kroger Ross Stores Target Walgreens | CarMax Lowe’s Starbucks TJX Companies |

  19. Use of Market Data

    Pearl Meyer typically provides peer group data on an annual basis for the CEO, to ensure that the Committee is aware of any significant movement in CEO compensation levels within the peer group, and biennially for each named executive officer position below CEO. In alternating years, the Committee uses the prior year data for non-CEO compensation decisions after applying an aging factor recommended by Pearl Meyer. Pearl Meyer provided peer group data for all 2023 CEO and non-CEO named executive officer compensation decisions.

  20. 2023 Compensation Generally

    In determining the compensation related to Mr. Vasos’s re-appointment as CEO, including the value, form and primary terms of a one-time equity award, the Compensation Committee considered the following: peer group data pertaining to annual base pay, target total cash compensation, and target total direct compensation; potential total and annualized realizable values of the proposed equity award to Mr. Vasos; Mr. Vasos’s prior CEO compensation history; Mr. Owen’s CEO compensation at the time of his separation from the Company; Mr. Vasos’s unique knowledge of our operations, culture and strategy and deep knowledge of the retail industry; Mr. Vasos’s strong execution ability and his additional experience and qualifications; and the responsibilities of the CEO position. These considerations resulted in the Committee’s approval of (1) a base salary of $1,400,000 (consistent with his base salary prior to his April 2023 retirement); and (2) a target short-term incentive bonus opportunity of 150% of his base salary (consistent with his short-term incentive bonus opportunity prior to his April 2023 retirement), prorated for the portion of 2023 that he served as CEO, in each case effective October 12, 2023. In addition, these considerations informed the number of non-qualified stock options (250,000) awarded to Mr. Vasos on October 17, 2023, following the announcement of his re-appointment as CEO (the “2023 Rehire Option”). The 2023 Rehire Option is scheduled to fully vest on October 12, 2027, subject to Mr. Vasos’s continued employment with us and accelerated vesting provisions for certain of the scenarios typically addressed in the Company’s equity awards to executive officers (i.e., death, disability termination, and termination within two years after a change in control) as well as certain additional accelerated vesting provisions that will become applicable if: a successor to Mr. Vasos is appointed before the scheduled vesting date; Mr. Vasos resigns (with certain exceptions) or is terminated without cause on or after the appointment of such successor; and Mr. Vasos complies with other obligations under the award agreement (including, if requested, entering into a consulting agreement with a term that does not extend beyond October 12, 2027). The award agreement also provides for certain holding requirements applicable to Mr. Vasos through the originally scheduled vesting date in the event the vesting of the 2023 Rehire Option is accelerated as a result of Mr. Vasos’s employment termination on or after the appointment of a successor to Mr. Vasos. These additional accelerated vesting provisions and holding requirement are designed to incent Mr. Vasos to help ensure a successful transition should a successor be appointed prior to the originally scheduled vesting date of the 2023 Rehire Option. For more information regarding the 2023 Rehire Option, see “Potential Payments Upon Termination or Change in Control.” Our Board of Directors waived its right to have the opportunity to ratify these compensation decisions, as all non-employee Board members were in attendance at the Committee’s meeting called for the purpose of determining Mr. Vasos’s compensation upon re-appointment as CEO. (d) Compensation Decisions Related to Ms. Dilts’s Promotion to Executive Vice President and Chief Financial Officer Effective May 1, 2023, our Board of Directors promoted Ms. Dilts from Senior Vice President, Finance, to Executive Vice President and Chief Financial Officer. In connection with this promotion, the Compensation Committee (1) increased Ms. Dilts’s salary to $750,000 (a 10.8% increase) and increased her target short-term incentive bonus opportunity from 50% (which is applicable to Senior Vice Presidents) to 75% (which is applicable to Executive Vice Presidents) of her base salary (prorated for the portion of 2023 that she served in each applicable role), in each case effective May 1, 2023; and (2) consistent with the equity vehicle the Committee typically uses to deliver other employees’ promotion equity awards, awarded Ms. Dilts a non-qualified stock option with a grant date target value of $878,297 on June 9, 2023 (the date on which the Committee determined in the normal course all equity awards to persons hired or promoted since its prior quarterly consideration of equity awards). These compensation decisions were determined by the Committee as a result of its consideration of the peer group data with respect to each component of pay, target total cash, and target total direct pay and the Committee’s belief that the compensation package was within a reasonable range of the peer group median given the responsibilities of the position and Ms. Dilts’s experience and qualifications. The options vest 25% annually on each of the first four anniversaries of the grant date, subject to Ms. Dilts’s continued employment with us and certain accelerated vesting provisions. (e) Compensation Decisions Related to Ms. E. Taylor’s Assumption of Additional Responsibilities Effective June 1, 2023, in recognition of a significant increase in the scope of her responsibilities to include inventory management, the Compensation Committee increased Ms. E. Taylor’s base salary from $725,000 to $800,000 (a 10.3% increase). (f) Compensation Decisions Related to Certain Named Executive Officer Departures in 2023 As discussed elsewhere in this proxy statement, the employment of each of Messrs. Owen, Garratt and Zuazo terminated in 2023. Payments and other benefits were provided to each such former officer in connection with these employment separations in accordance with the terms and conditions of pre-existing applicable plans and agreements as discussed under “Potential Payments Upon Termination or Change in Control” below. See also “Philosophy and Objectives” above. In anticipation of Mr. Garratt’s June 2023 voluntary termination of employment, and to continue to ensure a smooth transition for Ms. Dilts in the CFO position, we also entered into an engagement letter with Mr. Garratt dated May 30, 2023, pursuant to which Mr. Garratt, at his discretion and on an independent contractor basis, provided advice and consultation on various matters to the Company from time to time on an as-needed basis and at a rate of $1,500 per hour during an engagement period beginning immediately following his termination date and ending on April 1, 2024.

  21. Short-Term Cash Incentive Plan

    Short-Term Cash Incentive Plan Our short-term cash incentive plan, called Teamshare, provides an opportunity to receive a cash bonus payment equal to a certain percentage of base salary based upon Dollar General’s level of achievement of one or more pre-established financial performance targets. Accordingly, Teamshare fulfills an important part of our pay for performance philosophy while aligning the interests of our named executive officers and our shareholders. (a) 2023 Teamshare Structure The Compensation Committee uses adjusted EBIT as the Teamshare financial performance measure because it is a comprehensive measure of corporate performance that the Committee believes aligns with our shareholders’ interests and is reasonably consistent with the practices of the peer group. The Committee further believes that focusing Teamshare on operating profit ensures that management is focused on two of our key operating priorities: driving profitable sales growth and leveraging and reinforcing our position as a low-cost operator. For purposes of the 2023 Teamshare program, adjusted EBIT is defined as our operating profit as calculated in accordance with U.S. generally accepted accounting principles, but excludes the impact of (1) costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any transaction that results in a Change in Control (within the meaning of the Dollar General Corporation 2021 Stock Incentive Plan) or to any securities offering; (2) disaster-related charges; (3) LIFO provision, which exclusion shall be limited to 3% of fiscal year-end consolidated inventory balance, or LIFO benefit, which exclusion shall be limited to 3% of fiscal year-end consolidated inventory balance (such LIFO adjustment limitations are intended to minimize extreme swings that such adjustments may have on the EBIT calculation); and (4) unless the Committee disallows any such item, (A) any unusual unplanned item or event which individually exceeds $30 million; (B) any unbudgeted loss which individually exceeds $1 million as a result of the resolution of a legal matter; (C) any unplanned loss or gain which individually exceeds $1 million related to the implementation of accounting or tax legislative changes or changes in federal, state or local wage or benefit mandates; and (D) any unplanned loss or gain of a non-recurring nature which individually exceeds $1 million, provided that the combined amount of (4)(B), (C) and (D) equals or exceeds loss(es) or gain(s) of $10 million. The Committee set the 2023 adjusted EBIT performance goal at approximately $3.592 billion, which was the adjusted EBIT target amount in our Board-approved 2023 annual financial plan. For 2023, the threshold (below which no bonus may be earned) and maximum (above which no further bonus may be earned) performance levels for the adjusted EBIT performance measure were 90% and 120% of the target level, respectively, and the corresponding payout percentages at the threshold and maximum performance level were calculated at 50% and 300%, respectively. The Committee believed that these performance and payout slopes, which were consistent with the historical structure of the Teamshare program, appropriately aligned pay and performance and remained reasonably consistent with the practices of the peer group. Payouts for financial performance are based on actual adjusted EBIT results and are interpolated on a straight-line basis between the threshold and target levels and between the target and maximum levels. The bonus payable to each named executive officer employed with us on the payment date upon achieving the target level of financial performance is equal to the officer’s applicable percentage of base salary, unless the Committee elects to consider performance or other factors as allowed under the program as described above under “Use of Performance Evaluations.” (b) 2023 Teamshare Results The Compensation Committee certified the adjusted EBIT performance result at $2.597 billion (72.3% of the adjusted EBIT target) which was below the threshold required for payouts under the 2023 Teamshare program to named executive officers.

  22. Long-Term Equity Incentive Program

    Long-Term Equity Incentive Program Long-term equity incentives are an important part of our pay for performance philosophy and are designed to motivate named executive officers to focus on long-term success for shareholders while rewarding them for a long-term commitment to us. The Compensation Committee approves equity awards to eligible employees, including named executive officers: (1) on an annual basis following its regularly scheduled meeting held in March and (2) who are hired or promoted following the annual equity awards, along with other one-time awards typically for retention purposes, on a quarterly basis following its regularly scheduled quarterly meetings. With respect to a new CEO, however, special meetings are called when necessary to review recommended compensation, including equity awards. At each regularly scheduled quarterly meeting, the Committee discusses the eligible employees and the recommended equity award values, types and, when a change to the terms of a form of award agreement are recommended, terms and conditions. However, to ensure the absence of any material, non-public information at the time of any equity award, the Committee approves the equity awards each quarter via action by unanimous written consent at the earliest possible date after the quarterly meeting that falls either more than four business days before or more than one business day after our public disclosure of any material non-public information. (a) 2023 Annual Equity Award Structure Equity awards to our named executive officers in 2023 were made under our shareholder-approved Dollar General Corporation 2021 Stock Incentive Plan. The Compensation Committee delivered the annual equity awards to all named executive officers who received an annual grant, except for Ms. Dilts, 50% in options and 50% in PSUs, believing that this mix continues to appropriately align the interests of management with those of shareholders and remains reasonably aligned with peer group practices. Because Ms. Dilts was serving as Senior Vice President, Finance, at the time of the annual equity award, she received her annual grant 50% in options, 25% in PSUs and 25% in RSUs, which was consistent with the Committee’s established equity mix for our Senior Vice Presidents. The options are granted with a per share exercise price equal to the fair market value of one share of our common stock on the grant date. The options vest 25% annually on April 1 of each of the four fiscal years following the fiscal year in which the grant is made, subject to continued employment with us and certain accelerated vesting provisions, and have a ten-year term. The Committee believes that stock options are performance-based because they deliver value only to the extent shareholders receive value. The RSUs vest 33% annually on April 1 of each of the first three fiscal years following the fiscal year in which the grant is made, subject to continued employment with us and certain accelerated vesting conditions. All vested RSUs will be settled in shares of our common stock on a one-for-one basis. The PSUs can be earned if specified financial performance goals are achieved during the applicable performance periods and if certain additional vesting requirements are met as discussed more specifically below. For PSUs, the Committee selects and sets targets for financial performance measures, then establishes threshold and maximum levels of performance in relation to those targets. The number of PSUs earned, if any, depends on the level of financial performance achieved versus such targets. The Committee selected adjusted EBITDA and adjusted ROIC as the financial performance measures for the 2023 PSUs. Half of the award is subject to adjusted EBITDA performance and half of the award is subject to adjusted ROIC performance. The Committee believes that these financial measures and the mix between them ensure that management is focused on longer-term investments in our business, as the combination of the two financial targets incentivizes management to invest in profitable initiatives with sound returns, thus aligning our strategic initiatives with financial results. For the 2023 PSU awards, a one-year performance period corresponding to our 2023 fiscal year was established for the PSUs which are subject to the adjusted EBITDA performance measure. The adjusted EBITDA performance goal of approximately $4.428 billion was the target amount set forth in our Board-approved 2023 annual financial plan. Further increasing the focus on multi-year performance as a counterbalance to short-term incentives, the PSUs which are subject to the adjusted ROIC performance measure are subject to a three-year performance period beginning the first day of our 2023 fiscal year and extending through the last day of our 2025 fiscal year. The adjusted ROIC performance goal of 21.59% is the average of the adjusted ROIC goals for each fiscal year within the performance period as set forth in our three-year financial plan as it existed at the time the PSUs were awarded. For 2023, the threshold (below which no PSUs may be earned) and maximum (above which no further PSUs may be earned) performance levels for the adjusted EBITDA performance measure were 90% and 120% of the target level, respectively, and the corresponding payout percentages at the threshold and maximum performance level were calculated at 50% and 300%, respectively. The Committee believed that these performance and payout slopes were appropriate for the same reasons discussed under “2023 Teamshare Structure” above. Adjusted EBITDA is calculated as income (loss) from continuing operations before cumulative effect of change in accounting principles plus interest and other financing costs, net, provision for income taxes, and depreciation and amortization, but excludes the impact of all items excluded from the 2023 Teamshare program adjusted EBIT calculation outlined under “2023 Teamshare Structure” above, including the limitation on adjustments for LIFO in order to mitigate the impact that extreme swings in the LIFO adjustment may have on the adjusted EBITDA calculation. Adjusted ROIC for the three-year performance period is calculated as (1) the result of (A) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) single lease cost, minus (B) taxes, divided by (2) the result of (A) the sum of the averages of the five most recently completed fiscal quarters of: (i) total assets, plus (ii) accumulated depreciation and amortization, minus (B) the difference of the averages of the five most recently completed fiscal quarters of: (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables, minus (v) accrued liabilities, but excludes the impact of all items excluded from the 2023 Teamshare program adjusted EBIT calculation outlined under “2023 Teamshare Structure” above. The following tables show the amount (as a percent of target) of such PSUs that could be earned at each of the threshold, target, and maximum performance levels for each applicable performance period, as well as the 2023 adjusted EBITDA performance result, which resulted in no PSUs being earned by each eligible named executive officer as a result of the failure to meet the threshold performance level.

  23. Long-Term Equity Incentive Program

    | | 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 |

  24. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2023 Teamshare bonus program.

  25. Long-Term Equity Incentive Program

    | | 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 |

  26. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2023 Teamshare bonus program. Subject to certain pro-rata vesting conditions, the PSUs earned, if any, for adjusted ROIC performance during the three-year performance period will vest on April 1, 2026, subject to the applicable officer’s continued employment with us and certain accelerated vesting provisions. All vested PSUs will be settled in shares of our common stock. (b) 2021 PSU Awards – Completed 2021-2023 Performance Period Certain of the PSUs awarded in 2021 were subject to an adjusted ROIC performance measure for a three-year performance period beginning on the first day of our 2021 fiscal year and extending through the last day of our 2023 fiscal year, based on the average adjusted ROIC for each fiscal year within the three-year period. The average adjusted ROIC was derived from our three-year financial plan in place at the time of the award and is calculated in the same manner as adjusted ROIC for the 2023-2025 performance period, but excludes the impact of (1) any costs, fees and expenses directly related to the consideration, negotiation, preparation or consummation of any transaction that results in a change in control (within the meaning of the Amended and Restated 2007 Stock Incentive Plan) or any security offering; (2) disaster-related charges; (3) any gains or losses associated with our LIFO computation; and (4) unless the Committee disallows any such item, (A) any unbudgeted loss which individually exceeds $1 million as a result of the resolution of a legal matter or (B) any unplanned loss or gain which individually exceeds $1 million related to the implementation of accounting or tax legislative changes or changes in federal, state or local wage or benefit mandates, or (C) any unplanned loss or gain which individually exceeds $1 million of a non-recurring nature, provided that the combined amount of (A), (B) and (C) equals or exceeds loss(es) or gain(s) of $10 million in the aggregate. The following tables show the amount (as a percent of target) of such PSUs that could be earned at each of the applicable threshold, target and maximum performance levels, as well as the actual performance result and the number of such PSUs earned by each currently-employed named executive officer.

  27. Long-Term Equity Incentive Program

    | | 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 |

  28. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated in a manner similar to that used for our 2023 Teamshare bonus program.

  29. Long-Term Equity Incentive Program

    | 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* | — |

  30. Long-Term Equity Incentive Program

    * Each of Messrs. Owen, Garratt and Zuazo forfeited the 2021-2023 PSUs upon his departure from Dollar General. (c) Share Ownership Guidelines and Holding Requirements Our senior officers, including our named executive officers, are subject to share ownership guidelines and holding requirements. The share ownership guideline is a multiple of annual base salary as in effect from time to time and is to be achieved within a five-year time period.

  31. Long-Term Equity Incentive Program

    | Officer Level | Multiple of Base Salary | | CEO | 6X | | COO/President (if any) | 4X | | EVP | 3X | | SVP | 2X |

  32. Long-Term Equity Incentive Program

    Each senior officer is required to retain ownership of 50% of all net after-tax shares issuable upon vesting or exercise of compensatory awards until the target ownership level is achieved. As of February 2, 2024, each of our currently-employed named executive officers was in compliance with our share ownership and holding requirement policy either because he or she met the guideline or was within the allotted grace period. (d) Hedging and Pledging Policies Our policy prohibits Board members, executive officers, and their Controlled Persons from (1) pledging Dollar General securities as collateral, (2) holding Dollar General securities in a margin account, and (3) hedging against any decrease in the market value of equity securities awarded by Dollar General and held by them, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options, exchange funds (also known as swap funds) or other derivative instruments related to Dollar General equity securities. All other employees, as well as their Controlled Persons, are strongly discouraged from entering into these types of transactions. Controlled Persons include the Board member’s, executive officer’s or employee’s respective spouses, immediate family members sharing their home or that are economically dependent on them, entities that they control, and trusts in which they serve as a trustee or are a beneficiary.

  33. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation paid to or earned by our named executive officers in each of the 2023, 2022 and 2021 fiscal years. We have omitted from this table the columns for “Bonus” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.

  34. Summary Compensation Table

    | 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 |

  35. Summary Compensation Table

    (1) Mr. Vasos served as Chief Executive Officer from June 2015 until November 2022 and then as Senior Advisor until his retirement in April 2023. He resumed his position as Chief Executive Officer in October 2023. Mr. Owen served as Chief Operating Officer from August 2019 until his promotion to Chief Executive Officer in November 2022. His employment with Dollar General ended in October 2023. Ms. Dilts joined Dollar General in 2019 but was not a named executive officer for 2021 or 2022. She served as Senior Vice President, Finance, until her promotion to Executive Vice President & Chief Financial Officer in May 2023. Mr. Garratt served as Executive Vice President & Chief Financial Officer from December 2015 until his promotion to President & Chief Financial Officer in September 2022. He relinquished the Chief Financial Officer role in May 2023 and resigned from Dollar General in June 2023. Ms. E. Taylor joined Dollar General in 1998 but was not a named executive officer for 2021. Mr. Zuazo joined Dollar General in 2010 but was not a named executive officer for 2021 or 2022. His employment with Dollar General ended in May 2023. (2) Each named executive officer other than Ms. E. Taylor deferred under the CDP, and each named executive officer contributed to our 401(k) Plan, a portion of salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the fiscal 2023 salary deferrals under the CDP are included in the applicable Nonqualified Deferred Compensation Table. (3) The amounts reported represent the aggregate grant date fair value of PSUs, as well as RSUs solely with respect to Ms. Dilts, awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved are as follows for each fiscal year required to be reported for each applicable named executive officer:

  36. Summary Compensation Table

    | 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 | — |

  37. Summary Compensation Table

    Information regarding the assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2023 Form 10-K. (4) The amounts reported represent the aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2023 Form 10-K. Represents amounts, if any, earned pursuant to our Teamshare bonus program for each fiscal year reported. See the discussion of the “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” above. Ms. E. Taylor and Mr. Wenkoff deferred under the CDP 20% and 12%, respectively, of her or his fiscal 2022 Teamshare bonus payment reported above. Messrs. Vasos and Wenkoff deferred under the CDP 10% and 11%, respectively, of his fiscal 2021 Teamshare bonus payment reported above. (6) Includes the following amounts for each named executive officer:

  38. Summary Compensation Table

    | 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 | — | — |

  39. Summary Compensation Table

    (a) Represents amounts paid or accrued for fiscal 2023 in connection with such officer’s employment termination. See “Potential Payments Upon Termination or Change in Control.” (b) Represents fees earned pursuant to the engagement letter between the Company and Mr. Garratt dated May 30, 2023. See “Compensation Discussion and Analysis” above. (c) Perquisites and personal benefits for each of Messrs. Garratt and Zuazo and Ms. R. Taylor totaled less than $10,000 and accordingly the incremental cost is not included in the table or detailed in this footnote. None of the remaining named executive officers received any perquisite or personal benefit for which the aggregate incremental cost individually equaled or exceeded the greater of $25,000 or 10% of total perquisites except for (1) Mr. Vasos, for whom the aggregate incremental cost of personal airplane usage and related ground transportation totaled $104,090, which was calculated by adding invoiced expenses reimbursed for travel that did not involve the use of our corporate airplane ($77,850), consisting of private charter costs and ground transportation costs, and costs incurred for the use of our corporate airplane (including any “deadhead” legs) that we would not have incurred but for the personal usage ($26,240), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies, and meal and catering costs; and (2) Mr. Owen, for whom the aggregate incremental cost of providing a security assessment totaled $25,452, which represented the fee, inclusive of time and expenses, paid to the third party that conducted the assessment. The aggregate incremental cost of providing other perquisites and benefits related to: (1) for each listed officer, financial and estate planning services, premiums paid under our group long-term disability program and our accidental death and dismemberment policy, and an administrative fee for coverage under our short-term disability program; (2) for Mr. Wenkoff, an executive physical medical examination; (3) for each listed officer other than Mr. Vasos, limited miscellaneous gifts and entertainment costs; and (4) for Mr. Owen and Ms. E. Taylor, limited personal travel costs incurred for spousal attendance at business events. We also offer each named executive officer certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access, at his or her option, to participation in a group umbrella liability insurance program through a third party insurer at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population. Further includes the following amounts for Mr. Vasos’s Board service:

  40. Summary Compensation Table

    | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | | 50,372 | 177,952 | 1,552 |

  41. Summary Compensation Table

    (a) Mr. Vasos deferred his cash fees earned for Board service as a non-employee director under the Non-Employee Director Deferred Compensation Plan. The amounts of the fiscal 2023 non-employee director fee deferrals under the Non-Employee Director Deferred Compensation Plan are included in the Nonqualified Deferred Compensation Table pertaining to Mr. Vasos. See “Nonqualified Deferred Compensation Fiscal 2023.” See also “Director Compensation” for a description of the Non-Employee Director Deferred Compensation Plan. (b) Represents the grant date fair value of RSUs awarded to Mr. Vasos on May 30, 2023 for his service as a non-employee director, computed in accordance with FASB ASC Topic 718. Information regarding the assumptions made in the valuation of this award is included in Note 9 of the annual consolidated financial statements in our 2023 Form 10-K. (c) Represents the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs awarded to Mr. Vasos for his service as a non-employee director.

  42. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The table below shows each named executive officer’s 2023 Teamshare bonus opportunity under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.” No amounts were earned under the 2023 Teamshare program and therefore no amounts are reflected in the Summary Compensation Table for 2023. See “2023 Compensation Generally” and “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” for further discussion of the bonus opportunity under the Teamshare program. The table below also shows information regarding equity awards made to our named executive officers for fiscal 2023, all of which were granted pursuant to our 2021 Stock Incentive Plan. The awards listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” include the threshold, target and maximum number of PSUs which could be earned by each named executive officer based upon the level of achievement of the applicable financial performance measures. The awards listed under “All Other Stock Awards” represent RSUs awarded to Mr. Vasos for his service as a non-employee Board member prior to his re-appointment as CEO and RSUs awarded to Ms. Dilts for her service as Senior Vice President, Finance, prior to her promotion to CFO, in each case payable in shares of common stock on a one-for-one basis that vest over time. The awards listed under “All Other Option Awards” include nonqualified stock options that vest over time. See “2023 Compensation Generally” and “Long-Term Equity Incentive Program” in “Compensation Discussion and Analysis” and “Director Compensation” for further discussion of these awards.

  43. Grants of Plan-Based Awards in Fiscal 2023

    | 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 |

  44. Grants of Plan-Based Awards in Fiscal 2023

    (1) Represents Mr. Vasos’s 2023 Teamshare bonus opportunity as of the 2023 Teamshare program approval date; however, Mr. Vasos became ineligible to participate in the 2023 Teamshare program when he retired in April 2023. He again became eligible to participate in the 2023 Teamshare program, on a pro-rated basis, upon his re-appointment as CEO in October 2023. In connection with his rehire, Mr. Vasos was granted a new 2023 Teamshare bonus opportunity, with threshold, target and maximum payout opportunities of $328,846, $657,692 and $1,973,077, which reflect proration for his time in service as CEO during fiscal 2023. See “Compensation Decisions Related to Mr. Vasos” in “Compensation Discussion and Analysis.” (2) Calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE. (3) Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions.

  45. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock Incentive Plan (for awards granted prior to May 26, 2021) and under our 2021 Stock Incentive Plan (for awards granted on or after May 26, 2021) and held by our named executive officers as of the end of fiscal 2023. We have omitted from this table the column for “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” because it is inapplicable. All awards included in the table, to the extent they have not vested, are subject to certain accelerated vesting provisions as described in “Potential Payments Upon Termination or Change in Control.” PSUs and RSUs reported in the table are payable in shares of our common stock on a one-for-one basis.

  46. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | 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 | — | 250,000(6) | 117.33 | 10/17/2033 | — | — | — | — | | | 03/16/2021 | — | — | — | — | 47,159(7) | 6,421,169 | — | — | | | 03/15/2022 | — | — | — | — | — | — | 5,075(8) | 691,012 | | | 05/30/2023 | — | — | — | — | 884(9) | 120,425 | — | — | | Mr. Owen | — | — | — | — | — | — | — | — | — | | Ms. Dilts | 08/27/2019 | 5,732(10) | — | 138.75 | 08/27/2029 | — | — | — | — | | | 03/17/2020 | 3,789(11) | 1,263(11) | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 2,895(11) | 2,892(11) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 3,812(11) | 11,436(11) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | — | 4,809(11) | 208.13 | 03/28/2033 | — | — | — | — | | | 06/09/2023 | — | 15,588(10) | 153.05 | 06/09/2033 | — | — | — | — | | | 03/16/2021 | — | — | — | — | 1,110(7) | 151,138 | — | — | | | 03/15/2022 | — | — | — | — | 818(12) | 111,379 | 798(8) | 108,656 | | | 03/28/2023 | — | — | — | — | — | — | 166(13) | 22,603 | | | 03/16/2021 | — | — | — | — | 210(14) | 28,594 | — | — | | | 03/15/2022 | — | — | — | — | 1,064(15) | 144,874 | — | — | | | 03/28/2023 | — | — | — | — | 663(16) | 90,274 | — | — | | Mr. Garratt | — | — | — | — | — | — | — | — | — | | Ms. E. Taylor | 03/22/2017 | 4,508(11) | — | 70.68 | 03/22/2027 | — | — | — | — | | | 03/21/2018 | 6,583(11) | — | 92.98 | 03/21/2028 | — | — | — | — | | | 03/20/2019 | 5,617(11) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 5,572(11) | 1,857(11) | 154.53 | 03/17/2030 | — | — | — | — | | | 12/01/2020 | 2,745(10) | 914(10) | 219.84 | 12/01/2030 | — | — | — | — | | | 03/16/2021 | 7,525(11) | 7,522(11) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 4,987(11) | 14,952(11) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | — | 16,029(11) | 208.13 | 03/28/2033 | — | — | — | | | | 03/16/2021 | — | — | — | — | 5,770(7) | 785,643 | — | — | | | 03/15/2022 | — | — | — | — | 2,140(12) | 291,382 | 2,088(8) | 284,302 | | | 03/28/2023 | — | — | — | — | — | — | 1,105(13) | 150,457 |

  47. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | 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) | | Ms. R. Taylor | 03/20/2019 | 5,617(11) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 16,716(11) | 5,571(11) | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 9,261(11) | 9,258(11) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 4,987(11) | 14,952(11) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | — | 16,029(11) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/16/2021 | — | — | — | — | 7,102(7) | 967,008 | — | — | | | 03/15/2022 | — | — | — | — | 2,140(12) | 291,382 | 2,088(8) | 284,302 | | | 03/28/2023 | — | — | — | — | — | — | 1,105(13) | 150,457 | | Mr. Wenkoff | 08/29/2017 | 6,412(10) | — | 76.89 | 08/29/2027 | — | — | — | — | | | 03/21/2018 | 25,545(11) | — | 92.98 | 03/21/2028 | — | — | — | — | | | 03/20/2019 | 20,865(11) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 16,716(11) | 5,571(11) | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 9,261(11) | 9,258(11) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 4,987(11) | 14,952(11) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | — | 13,625(11) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/16/2021 | — | — | — | — | 7,102 (7) | 967,008 | — | — | | | 03/15/2022 | — | — | — | — | 2,140(12) | 291,382 | 2,088(8) | 284,302 | | | 03/28/2023 | — | — | — | — | — | — | 939(13) | 127,854 | | Mr. Zuazo | — | — | — | — | — | — | — | — | — |

  48. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Computed by multiplying the number of units by the closing market price of one share of our common stock on February 2, 2024, as reported by the NYSE. (2) Vested on April 1, 2023. (3) Scheduled to vest on April 1, 2024. (4) Scheduled to vest 50% per year on April 1, 2024, and April 1, 2025. (5) Scheduled to vest on March 15, 2024. (6) Scheduled to vest on October 12, 2027. (7) Part of a PSU grant, 19% of which were earned as a result of our fiscal 2021 adjusted EBITDA performance and 81% of which were earned as a result of our 2021-2023 adjusted ROIC performance, and in each case are scheduled to vest on April 1, 2024. (8) Part of a PSU grant that is scheduled to vest on April 1, 2025, if the adjusted ROIC performance goal is achieved for fiscal years 2022-2024. The number of PSUs reported in this column assumes achievement of the target level of adjusted ROIC performance for the performance period, and is pro-rated for Mr. Vasos for his months of employment during the performance period prior to his April 2023 retirement. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period. (9) Time-based RSUs awarded for service as a non-employee director and scheduled to vest on May 30, 2024, including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs. (10) Vested or scheduled to vest, as applicable, as to 25% per year on each of the first four anniversaries of the grant date. (11) Vested or scheduled to vest, as applicable, as to 25% each year on each of the first four anniversaries of the April 1 following the grant date. (12) Part of a PSU grant that was earned as a result of our fiscal 2022 adjusted EBITDA performance and is scheduled to vest 50% per year on each of April 1, 2024, and April 1, 2025. (13) Part of a PSU grant that is scheduled to vest on April 1, 2026, if the adjusted ROIC performance goal is achieved for fiscal years 2023-2025. The number of PSUs reported in this column assumes achievement of the threshold level of adjusted ROIC performance for the performance period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period. (14) Time-based RSUs scheduled to vest on April 1, 2024. (15) Time-based RSUs scheduled to vest 50% per year on April 1, 2024, and April 1, 2025. (16) Time-based RSUs scheduled to vest 331∕3% per year on April 1, 2024, April 1, 2025, and April 1, 2026.

  49. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023

  50. Option Exercises and Stock Vested During Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Mr. Vasos | 32,099 | 1,270,860 | 72,426 | 15,242,776 | | Mr. Owen | 160,631 | 6,913,555 | 17,630 | 3,710,410 | | Ms. Dilts | — | — | 2,615 | 550,353 | | Mr. Garratt | 22,718 | 530,719 | 12,792 | 2,692,204 | | Ms. E. Taylor | — | — | 3,985 | 838,683 | | Ms. R. Taylor | — | — | 11,885 | 2,501,317 | | Mr. Wenkoff | — | — | 11,885 | 2,501,317 | | Mr. Zuazo | 29,000 | 2,094,206 | 3,021 | 635,800 |

  51. Option Exercises and Stock Vested During Fiscal 2023

    (1) Represents the gross number of option shares exercised, without deduction for shares that may have been surrendered or withheld to satisfy the exercise price or applicable tax withholding obligations. (2) Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common stock and the exercise price. For shares that were sold immediately upon exercise, the market price is the actual sales price on the date of exercise. Otherwise, the market price is the closing price of our common stock on the date of exercise as reported by the NYSE. (3) Represents the gross number of shares acquired upon vesting, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. (4) Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date as reported by the NYSE.

  52. Pension Benefits Fiscal 2023

    Pension Benefits Fiscal 2023 We have omitted the Pension Benefits table because it is inapplicable.

  53. Nonqualified Deferred Compensation Fiscal 2023

    Nonqualified Deferred Compensation Fiscal 2023 (a) CDP/SERP Plan. Information regarding each named executive officer’s participation in our CDP/SERP Plan is included in the following table. The material terms of the CDP/SERP Plan are described after the table. Please also see “Benefits and Perquisites” in “Compensation Discussion and Analysis” above.

  54. Nonqualified Deferred Compensation Fiscal 2023

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions in Last FY ($)(4)(5) | Aggregate Balance at Last FYE ($)(5) | | Mr. Vasos | 55,957 | 16,123 | 206,837 | (3,451,085) | 62,246 | | Mr. Owen | 39,629 | 27,817 | 77,546 | — | 684,689 | | Ms. Dilts | 42,613 | 19,446 | 34,713 | — | 382,384 | | Mr. Garratt | 15,490 | 2,740 | 66,784 | (771,020) | — | | Ms. E. Taylor | 124,567 | 100,472 | 326,217 | — | 2,653,856 | | Ms. R. Taylor | 32,614 | 115,764 | 234,792 | — | 2,647,043 | | Mr. Wenkoff | 156,011 | 18,042 | 96,627 | — | 951,257 | | Mr. Zuazo | 224,867 | — | 134,680 | (1,062,319) | — |

  55. Nonqualified Deferred Compensation Fiscal 2023

    (1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2023: Mr. Vasos ($55,957); Mr. Owen ($39,629); Ms. Dilts ($42,613); Mr. Garratt ($15,490); Ms. E. Taylor ($0); Ms. R. Taylor ($32,614); Mr. Wenkoff ($83,111); and Mr. Zuazo ($8,867). (2) Reported as “All Other Compensation” in the Summary Compensation Table. (3) The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings. (4) Each distribution was made following Messrs. Vasos’s, Garratt’s and Zuazo’s respective service termination pursuant to prior elections made under the CDP Plan. (5) Of the amounts reported, the following were previously reported as compensation for years prior to 2023 in a Summary Compensation Table: Mr. Vasos ($2,702,851); Mr. Owen ($424,966); Ms. Dilts ($0); Mr. Garratt ($564,737); Ms. E. Taylor ($253,522); Ms. R. Taylor ($1,736,885); Mr. Wenkoff ($524,822); and Mr. Zuazo ($0). Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of his or her base salary if his or her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal Revenue Code, and up to 100% of his or her bonus pay if his or her compensation equals or exceeds the highly compensated limit under Section 414(q)(1)(B) of the Internal Revenue Code. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary offset by the amount of match-eligible salary under the 401(k) Plan. All named executive officers are 100% vested in compensation and matching deferrals and earnings on those deferrals. Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a participant’s annual salary and bonus to eligible participants who are actively employed in an eligible job grade on January 1 and continue to be employed as of December 31 of a given year. The contribution percentage is based on age, years of service, and job grade. Persons hired after May 27, 2008, are not eligible to participate in the SERP. The fiscal 2023 contribution percentage was 7.5% for each of Mss. E. Taylor and R. Taylor, each of whom is 100% vested in her SERP account. No other named executive officer was eligible to participate in the SERP in 2023. The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, which is then invested at the participant’s option in an account that mirrors the performance of a fund or funds selected by the Compensation Committee or its delegate. These funds are identical to the funds offered in our 401(k) Plan. For a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose CDP account balance or SERP account balance exceeds certain dollar thresholds, the account balance will be paid by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or (c) a combination of lump sum and installments, pursuant to the participant’s election. Otherwise, payment is made in a lump sum. The vested amount will be payable at the time designated by the CDP/SERP Plan upon the participant’s termination of employment. A participant’s CDP/SERP Plan benefit normally is payable in the following February if employment ceases during the first six months of a calendar year or is payable in the following August if employment ceases during the last six months of a calendar year. However, participants may elect to receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided that the date of distribution is no sooner than five years after the end of the year in which the amounts were deferred. In addition, a participant who is actively employed may request an “unforeseeable emergency hardship” in-service lump sum distribution of vested amounts credited to the participant’s CDP account. Account balances are payable in cash. As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities through July 6, 2007, were fully funded into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan between July 6, 2007, and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after October 15, 2007, are unfunded. (b) Non-Employee Director Deferred Compensation Plan. Information regarding Mr. Vasos’s participation in our Non-Employee Director Deferred Compensation Plan is included in the following table. As discussed in footnote 6 to the Summary Compensation Table, Mr. Vasos deferred under the Non-Employee Director Deferred Compensation Plan his cash fees earned for Board service during the period in 2023 that he served as a non-employee director. The material terms of the Non-Employee Director Deferred Compensation Plan are described in the “Director Compensation” section. We have omitted from this table the columns pertaining to “Registrant Contributions” and “Aggregate Withdrawals/ Distributions” during the fiscal year because they are inapplicable.

  56. Nonqualified Deferred Compensation Fiscal 2023

    | Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($) | | Mr. Vasos | 50,372 | 5,930 | 56,302 |

  57. Nonqualified Deferred Compensation Fiscal 2023

    (1) The amount shown is reported as “Fees Earned or Paid in Cash” for 2023 in the “All Other Compensation” column of the Summary Compensation Table. (2) The amount shown is not reported in the Summary Compensation Table because it does not represent above-market or preferential earnings.

  58. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our agreements with our named executive officers and certain plans and programs in which they participate, in each case as in effect at the end of 2023, provide for benefits or payments upon certain employment termination or change in control events or, for Mr. Vasos only, Board service termination events. We discuss these benefits and payments below except to the extent they are available generally to all salaried employees and do not discriminate in favor of our executive officers or to the extent already discussed under “Nonqualified Deferred Compensation Fiscal 2023” above. The discussion of equity awards in each scenario includes nonqualified stock options outstanding as of the end of 2023; RSUs outstanding as of the end of 2023 awarded to Ms. Dilts in 2021, 2022 and 2023 prior to her promotion to Executive Vice President; RSUs outstanding as of the end of the 2023 awarded to Mr. Vasos in May 2023 when he was a non-employee director (“2023 NED RSUs”); and PSUs awarded in 2021 (“2021 PSUs”), 2022 (“2022 PSUs”) and 2023 (“2023 PSUs” and, collectively with the 2021 PSUs and the 2022 PSUs, the “PSUs”). In all scenarios discussed below, stock options may not be exercised any later than the 10th anniversary of the grant date. All equity awards discussed below were awarded under our 2021 Stock Incentive Plan except for stock options awarded on or prior to May 25, 2021, the RSUs awarded to Ms. Dilts in 2021, and the 2021 PSUs, each of which were awarded under our Amended and Restated 2007 Stock Incentive Plan. Because Mr. Owen’s, Mr. Garratt’s and Mr. Zuazo’s employment ended effective October 12, 2023, June 2, 2023, and May 15, 2023, respectively, each of which was before the end of our 2023 fiscal year, we discuss below only the payments and benefits each such person received or will receive in connection with his applicable termination scenario. Such payments and benefits to Messrs. Owen and Zuazo are described under “Payments Upon Involuntary Termination—Involuntary Termination without Cause,” and such payments and benefits to Mr. Garratt are described under “Payments Upon Voluntary Termination— Voluntary Termination without Good Reason,” and all other scenarios are inapplicable to them.

  59. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability

  60. Payments Upon Termination Due to Retirement

    Payments Upon Termination Due to Retirement Except as provided below with respect to equity awards, retirement is not treated differently from any other voluntary termination of employment without good reason (as discussed below under “Payments Upon Voluntary Termination”) under our plans or agreements for named executive officers. In the event a named executive officer retires on or after reaching a minimum age (age 55 for equity awards beginning in 2021; otherwise age 62) and achieving five consecutive years of service with us, provided that the sum of the officer’s age plus years of service equals a specified minimum (at least 65 for equity awards beginning in 2021; otherwise at least 70) and that there is no basis to terminate the officer with cause (as defined in the governing agreement) (collectively, “Normal Retirement”): Stock Options. Other than the 2023 Rehire Options awarded to Mr. Vasos, the portion of the outstanding unvested stock options that would have become vested and exercisable within the one-year period following the Normal Retirement date if the officer had remained employed with us shall remain outstanding following the Normal Retirement date and become vested and exercisable on the anniversary of the grant date that falls within the one-year period following the Normal Retirement date. However, if during such one-year period the officer (1) incurs a disability (as defined in the governing agreement), such portion shall instead become immediately vested and exercisable upon such disability, but only for stock options awarded to named executive officers prior to 2021; or (2) dies, such portion shall instead become immediately vested and exercisable upon such death. Otherwise, except for the 2023 Rehire Options awarded to Mr. Vasos, any option which is unvested and unexercisable on the Normal Retirement date shall immediately expire without payment. The officer may exercise the option to the extent vested and exercisable any time before the fifth anniversary of the Normal Retirement date. See “Voluntary Termination Before Appointment of Successor CEO” or “Voluntary Termination On or After Appointment of Successor CEO” for a discussion of the treatment of the 2023 Rehire Options upon any voluntary termination of employment by Mr. Vasos. • Restricted Stock Units. See “Voluntary Termination of Board Service” for a discussion of the treatment of the 2023 NED RSUs upon any voluntary termination of Board service by Mr. Vasos. Additionally, the one-third of Ms. Dilts’s outstanding RSUs that would have become vested and nonforfeitable on the next vesting date if she had remained employed through such date will become vested and nonforfeitable upon such Normal Retirement date (provided that if the Normal Retirement occurs on a vesting date no accelerated vesting will occur, but rather she shall be entitled only to the portion of the RSUs that were scheduled to vest on such vesting date) and will be paid six months and one day following the Normal Retirement date or, if she dies prior to such payment, such RSUs will be paid upon the earlier of (1) 90 days following the date of death or (2) six months and one day following the Normal Retirement date. • Performance Share Units. With the exception outlined below, the vesting and payment of the PSUs in a Normal Retirement scenario before the end of the applicable one-year or three-year performance period and on or after the end of such periods is identical to the vesting and payment in the death and disability scenarios discussed above for the PSUs during these respective time periods. However, if the Normal Retirement occurs on or after the end of the one-year performance period but before an applicable vesting date, the one-third of the 2021 Adjusted EBITDA PSUs, the one-third of the 2022 Adjusted EBITDA PSUs, and the one-third of the 2023 Adjusted EBITDA PSUs, in each case that would have become vested on the next vesting date shall become vested and nonforfeitable as of the Normal Retirement date but be paid at the same time as if no retirement had occurred. Otherwise, any unearned or unvested PSUs shall be forfeited and cancelled on the Normal Retirement date or the last day of the performance period, as applicable. See “Payments After a Change in Control” for a discussion of treatment of the PSUs if a named executive officer terminates employment due to Normal Retirement within two years following a change in control.

  61. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of February 2, 2024

    Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of February 2, 2024

  62. Potential Payments to Mss. Dilts, E. Taylor and R. Taylor and Mr. Wenkoff

    Potential Payments to Mss. Dilts, E. Taylor and R. Taylor and Mr. Wenkoff

  63. Potential Payments to Mss. Dilts, E. Taylor and R. Taylor and Mr. Wenkoff

    | Name/Item | Death ($)(1) | Disability ($)(1) | Retirement ($)(2) | Involuntary Without Cause or Voluntary With Good Reason ($) | Change in Control With Qualifying Termination ($)(3) | | Ms. Dilts | | | | | | | Equity Vesting Due to Event(4) | 606,230 | 606,230 | n/a | n/a | 533,475 | | Cash Severance | — | n/a | n/a | 3,720,869 | 3,720,869 | | Health Payment | n/a | n/a | n/a | 28,702 | 28,702 | | Outplacement(5) | n/a | n/a | n/a | 8,000 | 8,000 | | Life Insurance Proceeds | 1,875,000 | n/a | n/a | n/a | n/a | | Total | 2,481,230 | 606,230 | n/a | 3,757,571 | 4,291,046 | | Ms. E. Taylor | | | | | | | Equity Vesting Due to Event(4) | 1,316,713 | 1,316,713 | n/a | n/a | 1,366,774 | | Cash Severance | — | n/a | n/a | 3,666,527 | 3,666,527 | | Health Payment | n/a | n/a | n/a | 29,332 | 29,332 | | Outplacement(5) | n/a | n/a | n/a | 8,000 | 8,000 | | Life Insurance Proceeds | 2,000,000 | n/a | n/a | n/a | n/a | | Total | 3,316,713 | 1,316,713 | n/a | 3,703,859 | 5,070,633 | | Ms. R. Taylor | | | | | | | Equity Vesting Due to Event(4) | 1,498,078 | 1,498,078 | 1,352,387 | n/a | 1,548,139 | | Cash Severance | — | n/a | n/a | 3,322,790 | 3,322,790 | | Health Payment | n/a | n/a | n/a | 28,702 | 28,702 | | Outplacement(5) | n/a | n/a | n/a | 8,000 | 8,000 | | Life Insurance Proceeds | 1,813,000 | n/a | n/a | n/a | n/a | | Total | 3,311,078 | 1,498,078 | 1,352,387 | 3,359,492 | 4,907,632 | | Mr. Wenkoff | | | | | | | Equity Vesting Due to Event(4) | 1,490,544 | 1,490,544 | n/a | n/a | 1,533,162 | | Cash Severance | — | n/a | n/a | 3,190,218 | 3,190,218 | | Health Payment | n/a | n/a | n/a | 29,332 | 29,332 | | Outplacement(5) | n/a | n/a | n/a | 8,000 | 8,000 | | Life Insurance Proceeds | 1,741,000 | n/a | n/a | n/a | n/a | | Total | 3,231,544 | 1,490,544 | n/a | 3,227,550 | 4,760,711 |

  64. Potential Payments to Mss. Dilts, E. Taylor and R. Taylor and Mr. Wenkoff

    (1) In addition to the amounts reported above, depending upon the cause of death or loss suffered, a named executive officer may also be eligible to receive payment of up to $50,000 under our group accidental death and dismemberment program. (2) Ms. R. Taylor meets the Normal Retirement requirements with respect to her 2021, 2022 and 2023 equity awards. None of the remaining named executive officers listed in the table were eligible for retirement on February 2, 2024. (3) Reflects the value of accelerated equity vesting upon a “qualifying termination” after a change in control under the applicable award agreement, as well as the value of payments and benefits provided under the applicable employment agreement for involuntary termination without cause or voluntary termination with good reason with or without a change in control, which are types of “qualifying termination.” (4) For the portion of PSUs that are subject to performance for periods ending after February 2, 2024, the equity vesting value included in the Death, Disability and Retirement columns assumes a target payout of 100% for 2022 and a threshold payout of 50% for 2023, prorated for a death, disability or retirement termination scenario occurring on February 2, 2024. (5)

  65. Potential Payments to Mr. Vasos

    Potential Payments to Mr. Vasos

  66. Potential Payments to Mr. Vasos

    | Item | Death ($)(1)(2) | Disability ($)(1)(2) | Before Appointment of Successor CEO Involuntary Without Cause or Voluntary With Good Reason ($)(3) | Voluntary With Good Reason On or After Appointment of Successor CEO ($)(2) | On or After Appointment of Successor CEO Voluntary Without Good Reason or Involuntary Without Cause ($)(2) | Voluntary Termination of Board Service ($)(4) | Change in Control With Qualifying Termination or After 2023 Retirement ($)(5) | | Equity Vesting Due to Event | 11,249,095 | 11,249,095 | 120,425 | 4,827,925 | 4,827,925 | 120,425 | 7,840,601 | | Cash Severance | — | n/a | 7,000,000 | 7,000,000 | — | n/a | 7,000,000 | | Health Payment | n/a | n/a | 28,390 | 28,390 | n/a | n/a | 28,390 | | Outplacement(6) | n/a | n/a | 8,000 | 8,000 | n/a | n/a | 8,000 | | Life Insurance Proceeds | 3,500,000 | n/a | n/a | n/a | n/a | n/a | n/a | | Total | 14,749,095 | 11,249,095 | 7,156,815 | 11,864,315 | 4,827,925 | 120,425 | 14,876,991 |

  67. Potential Payments to Mr. Vasos

    (1) In addition to the amounts reported above, depending upon the cause of death or loss suffered, Mr. Vasos may also be eligible to receive payment of up to $50,000 under our group accidental death and dismemberment program. (2) The equity vesting value includes the accelerated vesting of Mr. Vasos’s 2023 NED RSUs, assuming his Board service terminated due to death, disability or resignation, as applicable, on the same date as his employment. (3) The equity vesting value reflects the accelerated vesting of Mr. Vasos’s NED RSUs, assuming his Board service terminated due to resignation on the same date as his employment. (4) The equity vesting value reflects the accelerated vesting of Mr. Vasos’s NED RSUs. (5) The equity vesting value includes the accelerated vesting of Mr. Vasos’s NED RSUs, which vest upon a change in control. (6) Estimated based on information provided by our outplacement services provider.

  68. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain of our financial performance. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Compensation Discussion and Analysis.”

  69. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for CEO Todd J. Vasos ($) | Summary Compensation Table Total for Former CEO Jeffery C. Owen ($) | Compensation Actually Paid to CEO Todd J. Vasos ($)(1) | Compensation Actually Paid to Former CEO Jeffery C. Owen ($)(1) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(1)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Former Peer Group Total Shareholder Return ($)(4) | Net Income ($)(5) | Adjusted EBIT ($)(6) | | 2023 | 8,980,117 | 6,912,197 | (2,056,638) | (24,320) | 2,255,670 | (464,265) | 92.43 | 159.96 | 162.21 | 1,661,274,000 | 2,597,313,000 | | 2022 | 15,621,406 | 12,032,684 | 34,630,029 | 15,272,360 | 3,512,266 | 6,376,349 | 152.34 | 141.50 | 125.62 | 2,415,989,000 | 3,590,529,000 | | 2021 | 16,618,873 | — | 30,774,890 | — | 3,891,597 | 6,426,452 | 135.23 | 139.54 | 153.61 | 2,399,232,000 | 3,455,592,000 | | 2020 | 16,452,823 | — | 51,714,395 | — | 3,991,825 | 8,861,693 | 127.80 | 117.55 | 141.39 | 2,655,050,000 | 3,630,107,000 |

  70. Pay Versus Performance

    (1) Compensation Actually Paid reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity award valuations used in these calculations are consistent with, and do not materially differ from, the Company’s practice of equity award valuation at grant date. For the PSUs tied to adjusted ROIC performance, change in fair value is based on the Company’s estimate of the probable outcome of the adjusted ROIC performance goal for the relevant performance period as of the last day of the relevant fiscal year. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to Messrs. Vasos or Owen or the actual average amount of compensation earned by or paid to our other named executive officers as a group during the applicable year. To calculate Compensation Actually Paid, the following amounts were deducted from and added to Summary Compensation Table total compensation: CEO (Vasos) Summary Compensation Table Total to Compensation Actually Paid:

  71. Pay Versus Performance

    | Year | Salary ($) | Stock and Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(a) | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($)(b) | Additions to Summary Compensation Table Total ($)(c) | Compensation Actually Paid ($) | | 2023 | 652,461 | 7,952,550 | — | 375,106 | 8,980,117 | (7,952,550) | (3,084,205) | (2,056,638) | | 2022 | 1,391,720 | 11,517,337 | 2,520,000 | 192,349 | 15,621,406 | (11,517,337) | 30,525,960 | 34,630,029 | | 2021 | 1,350,052 | 10,418,597 | 4,544,529 | 305,695 | 16,618,873 | (10,418,597) | 24,574,614 | 30,774,890 | | 2020 | 1,341,718 | 8,948,115 | 6,075,000 | 87,990 | 16,452,823 | (8,948,115) | 44,209,687 | 51,714,395 |

  72. Pay Versus Performance

    Former CEO (Owen) Summary Compensation Table Total to Compensation Actually Paid:

  73. Pay Versus Performance

    | Year | Salary ($) | Stock and Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(a) | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($)(b) | Additions to Summary Compensation Table Total ($)(c) | Compensation Actually Paid ($) | | 2023 | 792,439 | 6,030,777 | — | 88,981 | 6,912,197 | (6,030,777) | (905,740) | (24,320) | | 2022 | 962,310 | 9,629,223 | 1,344,299 | 96,852 | 12,032,684 | (9,629,223) | 12,868,899 | 15,272,360 |

  74. Pay Versus Performance

    Average Non-CEO Named Executive Officers Summary Compensation Table Total to Compensation Actually Paid (all amounts are averaged for each component of each relative year):

  75. Pay Versus Performance

    | Year | Salary ($) | Stock and Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(a) | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($)(b) | Additions to Summary Compensation Table Total ($)(c) | Compensation Actually Paid ($) | | 2023 | 564,873 | 1,267,919 | — | 422,879 | 2,255,670 | (1,267,919) | (1,452,017) | (464,265) | | 2022 | 711,643 | 2,004,911 | 675,264 | 120,448 | 3,512,266 | (2,004,911) | 4,868,994 | 6,376,349 | | 2021 | 718,426 | 1,740,541 | 1,340,080 | 92,551 | 3,891,597 | (1,740,541) | 4,275,396 | 6,426,452 | | 2020 | 634,595 | 1,620,602 | 1,353,871 | 382,757 | 3,991,825 | (1,620,602) | 6,490,470 | 8,861,693 |

  76. Pay Versus Performance

    (a) Reflects “All Other Compensation” reported in the Summary Compensation Table for each year shown. Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years reflected in this table, therefore a deduction from the Summary Compensation Table total related to pension value was not required. (c) Reflects the value of equity calculated in accordance with the SEC’s methodology for determining Compensation Actually Paid for each year shown. The following table includes supplemental data for the calculation resulting in the equity component of Mr. Vasos’s Compensation Actually Paid for the periods indicated:

  77. Pay Versus Performance

    | Year | Addition of Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Equity Value Included in Compensation Actually Paid ($) | | 2023 | 12,092,500 | (11,953,353) | (3,223,353) | (3,084,205) | | 2022 | 18,548,895 | 7,315,148 | 4,661,916 | 30,525,960 | | 2021 | 20,063,063 | 2,900,588 | 1,610,963 | 24,574,614 | | 2020 | 24,865,308 | 16,856,565 | 2,487,814 | 44,209,687 |

  78. Pay Versus Performance

    The following table includes supplemental data for the calculation resulting in the equity component of Mr. Owen’s Compensation Actually Paid for the period indicated:

  79. Pay Versus Performance

    | Year | Addition of Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Equity Value Included in Compensation Actually Paid ($) | | 2023 | — | — | (905,740) | (905,740) | | 2022 | 10,142,910 | 1,682,984 | 1,043,005 | 12,868,899 |

  80. Pay Versus Performance

    The following table includes supplemental data for the calculation resulting in the equity component of the non-CEO named executive officers’ average Compensation Actually Paid for the periods indicated:

  81. Pay Versus Performance

    | Year | Additions of Average Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Additions of Average Change in Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Additions of Average Change in Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Average Equity Value Included in Compensation Actually Paid ($) | | 2023 | 353,167 | (1,418,895) | (386,289) | (1,452,017) | | 2022 | 3,168,564 | 1,048,097 | 652,334 | 4,868,994 | | 2021 | 3,351,740 | 535,079 | 388,578 | 4,275,396 | | 2020 | 4,004,324 | 2,332,449 | 153,697 | 6,490,470 |

  82. Pay Versus Performance

    (2) Named executive officers (other than the CEO) for each fiscal year are:

  83. Pay Versus Performance

    | 2023 Other Named Executive Officers | 2022 Other Named Executive Officers | 2021 Other Named Executive Officers | 2020 Other Named Executive Officers | | Kelly M. Dilts, Executive Vice President & Chief Financial Officer | John W. Garratt, President & Chief Financial Officer | John W. Garratt, Executive Vice President & Chief Financial Officer | John W. Garratt, Executive Vice President & Chief Financial Officer | | John W. Garratt, Former President & Chief Financial Officer | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | Jeffery C. Owen, Chief Operating Officer | Jeffery C. Owen, Chief Operating Officer | | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | Rhonda M. Taylor, Executive Vice President & General Counsel | Rhonda M. Taylor, Executive Vice President & General Counsel | Jason S. Reiser, former Executive Vice President & Chief Merchandising Officer | | Rhonda M. Taylor, Executive Vice President & General Counsel | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | Rhonda M. Taylor, Executive Vice President & General Counsel | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | Antonio Zuazo, Former Executive Vice President, Global Supply Chain | | | |

  84. Pay Versus Performance

    (3) Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Consumer Staples Distribution & Retail Index. The former peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Distribution & Retail Index. Until 2023, we were included in the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly known as the S&P 500 Retailing Index), but during 2023, we were moved to the S&P 500 Consumer Staples Distribution & Retail Index. As a result, we have selected the S&P 500 Consumer Staples Distribution & Retail Index as our peer index. (5) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (6) Adjusted EBIT is defined in “Compensation Discussion and Analysis—Short-Term Cash Incentive Plan—2023 Teamshare Structure.” All amounts for prior years have been calculated using this Adjusted EBIT definition. While we use several financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBIT, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to Company performance.

  85. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below show, for the past four years, the relationship between the CEO and non-CEO compensation actually paid and our (1) cumulative TSR, (2) net income, and (3) adjusted EBIT, as well as the relationship of our cumulative TSR relative to the cumulative TSR of the current and former peer groups. The above disclosures under “Pay Versus Performance” should not be deemed incorporated by reference into any other Dollar General filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates such disclosures by reference therein.

  86. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and our Chief Executive Officer (our “CEO”). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Dollar General had two CEOs in fiscal year 2023. For purposes of calculating the pay ratio, we annualized the salary of our current CEO, Mr. Vasos, who began serving in the role in October 2023, and included other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. Accordingly, Mr. Vasos’s fiscal year 2023 annual total compensation for purposes of the pay ratio calculation was $9,727,656. The fiscal year 2023 annual total compensation of the median compensated employee (a full-time store associate) of our temporary, part-time and full-time employee base who were employed as of the last day of our 2023 fiscal year (February 2, 2024), other than our CEO, calculated in accordance with the rules applicable to the Summary Compensation Table, was $18,657, resulting in an estimated pay ratio of 1:521. As of February 2, 2024, our total population, excluding the CEO, consisted of 175,776 compensated employees, of which 232 were located in non-U.S. jurisdictions as follows: Mexico (123); China (96); Hong Kong (12); and Turkey (1). As permitted by SEC rules, we excluded all such 232 non-U.S. employees. After applying this exemption, the employee population used to identify the median employee consisted of 175,544 temporary, part-time and full-time employees located solely in the U.S. To identify the median compensated employee, we used W-2 Box 5 Medicare wages for the period from February 4, 2023 (the first day of our 2023 fiscal year) through February 2, 2024 (the last day of our 2023 fiscal year), with such amounts annualized for those permanent employees who did not work for the full year. Our determination of the median compensated employee yielded two median compensated employees because the median population we used had an even number of employees. From the two employees, we selected as the median compensated employee the employee who worked more of the year than the other. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios, and may not have had two CEOs during 2023. PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we provide our shareholders each year with an opportunity to vote on an advisory and nonbinding basis on the compensation paid to our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. Accordingly, you may vote on the following resolution at the annual meeting: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Dollar General’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosures in this proxy statement.” As discussed in detail in the “Compensation Discussion and Analysis” section, the Compensation Committee actively oversees our executive compensation program, adopting changes and awarding compensation as appropriate to reflect Dollar General’s circumstances and to promote the main objectives of the program. Our compensation programs are designed to attract, retain and motivate persons with superior ability, to reward outstanding performance, and to align the long-term interests of our named executive officers with those of our shareholders. Under these programs, our named executive officers are rewarded for the achievement of specific annual and long-term goals and the realization of increased shareholder value. We firmly believe that the information we have provided in this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure alignment of management’s and shareholders’ interests to support long-term value creation. At our 2023 annual meeting of shareholders, over 90% of shareholder votes were cast in support of our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. This vote also is not a vote on director compensation, as described under “Director Compensation,” or on our compensation policies as they relate to risk management, as described under “Compensation Risk Considerations” in the “Executive Compensation” section. Our Board of Directors is asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement in accordance with SEC rules by voting for this proposal. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded and will not be binding on or overrule any decisions by the Compensation Committee or the Board. Nonetheless, our Board and the Compensation Committee value our shareholders’ views and intend to consider the outcome of the vote, along with other relevant factors, when making future named executive officer compensation decisions. At our annual meeting of shareholders held on May 31, 2023, our shareholders expressed a preference that advisory votes on executive compensation occur every year. Consistent with this preference, our Board of Directors implemented an annual advisory vote on executive compensation until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur at the 2029 annual meeting.

  87. Pay Ratio Disclosure

    | | The Board of Directors unanimously recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement. |

  88. Pay Ratio Disclosure

    SECURITY OWNERSHIP The following tables show the amount of our common stock beneficially owned by the listed persons as of March 20, 2024. For purposes of such tables, a person “beneficially owns” a security if that person directly or indirectly has or shares voting or investment power or has the right to acquire beneficial ownership within 60 days. Percentage computations are based on 219,670,239 shares of our common stock outstanding as of March 20, 2024, unless otherwise noted.