DEF 14A of Dollar General Corp, Apr 8, 2025

DEF 14A of Dollar General Corp

Filed Apr 8, 2025 · FY20240001104659-25-033041

Open on EDGAR

  1. Focus on Board Refreshment

    | SOLICITATION, MEETING AND VOTING INFORMATION | 1 | | Election of Directors (Item 1 on the Ballot) | 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 | 29 | | Summary Compensation Table | 30 | | Grants of Plan-Based Awards in Fiscal 2024 | 32 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 33 | | Option Exercises and Stock Vested During Fiscal 2024 | 35 | | Pension Benefits Fiscal 2024 | 35 | | Nonqualified Deferred Compensation Fiscal 2024 | 35 | | Potential Payments Upon Termination or Change in Control | 37 |

  2. Focus on Board Refreshment

    | Pay Versus Performance | 45 | | Compensation Committee Interlocks and Insider Participation | 49 | | Compensation Risk Considerations | 49 | | Pay Ratio Disclosure | 49 | | Advisory Vote to Approve Named Executive Officer Compensation (Item 2 on the Ballot) | 50 | | SECURITY OWNERSHIP | 51 | | Security Ownership of Certain Beneficial Owners | 51 | | Security Ownership of Officers and Directors | 52 | | AUDIT COMMITTEE REPORT | 53 | | FEES PAID TO AUDITORS | 54 | | Ratification of Appointment of Auditors (Item 3 on the Ballot) | 55 | | SHAREHOLDER PROPOSALS (Items 4-7 on the Ballot): | 56 | | SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 67 |

  3. 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 NGCR Committee. The nominees include 8 incumbent directors who were elected at the 2024 annual meeting of shareholders, as well as Ms. Scarlett who was appointed to our Board effective August 12, 2024. 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 2026 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.

  4. Who are the nominees this year?

    | WARREN F. BRYANT Age: 79 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. |

  5. Who are the nominees this year?

    | | 2025 Proxy Statement | 5 |

  6. Who are the nominees this year?

    | MICHAEL M. CALBERT Age: 62 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 as 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: 53 Director Since: 2022 | Biography: Ms. Chadwick has served as Executive Vice President, Chief Financial Officer and Treasurer of Insulet Corporation, a medical device company, since April 2024. She previously served as Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. from January 2021 until April 2024. She joined General Electric Company in 1993, serving for 28 years in various roles, 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 other finance and audit positions of increasing responsibility. | | | 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. |

  7. Who are the nominees this year?

    | 6 | 2025 Proxy Statement | |

  8. Who are the nominees this year?

    | TIMOTHY I. MCGUIRE Age: 64 Director Since: 2018 | Biography: Mr. McGuire has served as the Executive Chairman of Jump Plus Stores ULC, a Canadian chain of Apple Premier Partner consumer electronics stores, since June 2024. He previously served as Chief Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik, a business division of TELUS Corporation), 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 in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. He also co-founded McKinsey Analytics, a global group of consultants bringing advanced analytics capabilities to clients to help make better business decisions. Mr. McGuire also held various positions with Procter & Gamble (1983 to 1989), including Marketing Director for the Canadian Food & Beverage division. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. McGuire brings over 30 years of valuable retail experience to our company. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics, as well as risk management experience. In addition, Mr. McGuire’s focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply chain optimization efforts, and the redesign of purchasing and supplier-management approaches, brings extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy. | | DAVID P. ROWLAND Age: 64 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 its human capital strategy and managing its 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. |

  9. Who are the nominees this year?

    | | 2025 Proxy Statement | 7 |

  10. Who are the nominees this year?

    | DEBRA A. SANDLER Age: 65 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 served as Chief Executive Officer of Mavis Foods, LLC, a startup she founded that made and sold Caribbean sauces and marinades, from April 2018 until it ceased commercial operations in December 2024. Ms. Sandler was previously employed for seven years with Mars, Inc., including as Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate (November 2009 to March 2012). She also held senior leadership positions with Johnson & Johnson from 1999 to 2009, where her last position was Worldwide President for McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for 13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has served as a director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland Company since May 2016 and Gannett Co., Inc. since June 2015. | | | Specific Experience, Qualifications, Attributes and Skills: Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo. These positions have required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her launch of Mavis Foods has provided her with valuable e-commerce, strategic planning and financial experience, and her other public company board experience brings additional perspective to our Board. | | RALPH E. SANTANA Age: 57 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 approximately 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. |

  11. Who are the nominees this year?

    | 8 | 2025 Proxy Statement | |

  12. Who are the nominees this year?

    | KATHLEEN M. SCARLETT Age: 61 Director Since: 2024 | Biography: Ms. Scarlett has served as Senior Executive Vice President, Human Resources and Corporate Affairs, of Best Buy Co., Inc., a leading consumer electronics retailer, since December 2024. Since joining Best Buy in 2014, she has held various leadership roles, including Senior Executive Vice President, Corporate Affairs, Human Resources and Best Buy Canada (May 2023 to December 2024); Chief Human Resources Officer and Executive Vice President, Best Buy Canada (January 2020 to May 2023); Chief Human Resource Officer and President, US Retail Stores (January 2019 to January 2020); Chief Human Resources Officer (May 2017 to January 2019); and Division Chief Human Resources Officer and Senior Vice President, Retail, Best Buy Canada (May 2014 to May 2017). Prior to Best Buy, Ms. Scarlett served as Chief Operating Officer of Grafton-Fraser Inc. from April 2010 to May 2014 and was a consultant with KMS Consulting from January 2010 to April 2010. She also served in leadership positions with Loblaw Companies Limited, Hudson’s Bay Co., Dylex Limited, and Premier Salons Canada. Ms. Scarlett served as a director of Floor & Décor Holdings, Inc. from January 2021 to November 2022. | | | Specific Experience, Qualifications, Attributes and Skills: Ms. Scarlett brings significant human capital, retail, operations and senior leadership experience to our Board, having spent her entire career in the retail industry including over 20 years in senior leadership positions with a focus on human resources. She also possesses M&A and marketing experience resulting from her prior leadership roles on acquisition teams and overseeing marketing departments, respectively. In addition, her prior experience leading Best Buy’s business in Canada provides valuable international experience and perspective to our Board. | | TODD J. VASOS Age: 63 Director Since: 2015 | Biography: Mr. Vasos currently serves as our Chief Executive Officer, having returned to Dollar General in October 2023 after serving as our CEO from June 2015 to November 2022 and as Senior Advisor from November 2022 until his retirement in April 2023. He has served as a member of our Board of Directors since June 2015. 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 over 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. |

  13. Who are the nominees this year?

    | | 2025 Proxy Statement | 9 |

  14. Where can I find more information about Dollar General’s governance practices?

    | DIRECTOR COMPENSATION |

  15. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table summarizes the compensation earned by or paid to each person who served as a non-employee member of our Board of Directors during all or part of 2024. Mr. Vasos, whose executive compensation is discussed under “Executive Compensation” below, was not separately compensated for his Board service. We have omitted the columns for “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.

  16. Fiscal 2024 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Warren F. Bryant | 95,000 | 185,805 | 2,847 | 283,652 | | Michael M. Calbert | 95,000 | 388,059 | 6,429 | 489,488 | | Ana M. Chadwick | 145,000 | 185,805 | 2,847 | 333,652 | | Patricia D. Fili-Krushel | 65,714 | 185,805 | 2,025 | 253,544 | | Timothy I. McGuire | 103,571 | 185,805 | 2,847 | 292,223 | | David P. Rowland | 120,000 | 185,805 | 3,683 | 309,488 | | Debra A. Sandler | 112,500 | 185,805 | 2,847 | 301,152 | | Ralph E. Santana | 95,000 | 185,805 | 2,847 | 283,652 | | Kathleen M. Scarlett | 45,141 | 193,436 | 1,831 | 240,408 |

  17. Fiscal 2024 Director Compensation

    (1) Ms. Fili-Krushel resigned from our Board on August 29, 2024. Ms. Scarlett joined our Board on August 12, 2024. (2) In addition to the Board retainer, Mss. Chadwick, Fili-Krushel, and Sandler and Mr. McGuire earned retainers (pro-rated as applicable) for service as committee chairpersons during all or part of fiscal 2024, and Ms. Chadwick and Mr. Rowland each earned a one-time $25,000 cash retainer, payable in three equal installments, for service on an ad hoc demand review committee. (3) Represents the grant date fair value of RSUs awarded to Mr. Calbert on February 5, 2024 ($202,254) for his annual Chairman of the Board retainer, as well as to each director, other than Ms. Scarlett, listed in the table above (including Mr. Calbert), on May 28, 2024 ($185,805) and to Ms. Scarlett on August 27, 2024 ($193,436) for annual awards, in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 9 of the annual consolidated financial statements in our 2024 Form 10-K. As of January 31, 2025, 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, Rowland, and Santana and Mss. Chadwick, and Sandler (1,333); Mr. Calbert (2,877); Ms. Fili-Krushel (0); and Ms. Scarlett (1,570). 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 Ms. Fili-Krushel, 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.

  18. Fiscal 2024 Director Compensation

    | 18 | 2025 Proxy Statement | |

  19. Fiscal 2024 Director Compensation

    DIRECTOR INDEPENDENCE

  20. Compensation Best Practices

    | Compensation Practice | Dollar General Policy | | Pay for performance | A significant portion of 2024 compensation, including our annual Teamshare cash incentive and our equity incentive compensation, is performance-based. | | 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 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 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 Board members, officers and certain other employees (as well as 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 CHCM Committee assesses the risk of our compensation program. |

  21. Pay for Performance

    Pay for Performance We achieved the following financial performance results in relation to our short-term and long-term incentive plans: • Teamshare Bonus Program We achieved 2024 adjusted EBIT of $1.863 billion, or 71.9% of the adjusted EBIT target, and 2024 net sales of $40.612 billion, or 98.4% of the net sales target, which resulted in a 2024 Teamshare payout to each named executive officer of 10.2% of his or her target Teamshare bonus percentage opportunity (see “Short-Term Cash Incentive Plan”). • Performance Share Units We achieved 2024 adjusted EBITDA of $2.827 billion, or 79.7% of the adjusted EBITDA target related to the portion of the awards granted in March 2024 subject to 2024 adjusted EBITDA performance, which was below the level required to earn such performance share units (“PSUs”). We achieved adjusted ROIC of 20.28%, or 88.4% of the adjusted ROIC three-year target related to the portion of awards granted in March 2022 subject to 2022-2024 adjusted ROIC performance, which was below the level required to earn such PSUs. (see “Long-Term Equity Incentive Program”).

  22. 2024 Say-on-Pay Vote Outcome and Shareholder Outreach

    2024 Say-on-Pay Vote Outcome and Shareholder Outreach We design our executive compensation program with the goal of serving our shareholders’ long-term interests. We believe that offering a competitive compensation package is vital to attract, retain, and motivate experienced and appropriately qualified executives. Our most recent shareholder advisory vote on our named executive officer compensation held at our annual meeting on May 29, 2024, received lower support from shareholders than in previous years. Excluding abstentions and broker non-votes, 72.8% of total votes were cast in favor of the 2023 executive compensation program. As part of our already-established robust shareholder engagement program, we sought to better understand shareholders’ concerns to identify any opportunities for improvement. See “Corporate Governance—How does shareholder feedback affect decision-making?” During these and previous engagements, many of our shareholders expressed support for the re-appointment of Mr. Vasos as CEO in October 2023 and his related compensation package. However, some shareholders expressed concerns arising from the one-time stock option award to Mr. Vasos upon his re-appointment and certain structural aspects of our program. We discussed with shareholders the changes we had made to our 2024 executive compensation program, which addressed structural feedback concerning (1) our use of similar performance metrics in the short-term and long-term incentive programs and (2) the maximum potential payouts under these plans. We addressed the first concern by adding net sales as a second financial performance metric in the 2024 Teamshare bonus program and the second concern by reducing the cap on payouts from 300% to 200% for both the 2024 Teamshare program and the 2024 PSU awards. See “2024 Teamshare Structure” and “2024 Annual Equity Award Structure.” In addition, Mr. Vasos did not receive any equity awards in 2024 or an annual award in 2025. Shareholders widely supported the changes that had been made to the 2024 executive compensation program. We also sought input on potential additional changes for our 2025 executive compensation program, particularly around the type and mix of equity awards and the metrics and length of performance periods used in the long-term incentive program. While shareholders generally indicated support for a future move to a longer performance period for the 50% of our PSUs tied to adjusted EBITDA performance, most understood, and some of our larger shareholders expressed, that 2025 would not be an ideal time to make such change given the current internal and external environment. Many shareholders also expressed support for the inclusion of RSUs in the executive officer equity grant mix. The CHCM Committee, working with its independent compensation consultant, took this feedback into account when designing the program for 2025. The CHCM Committee designed the 2025 executive compensation program primarily to enhance near-term performance and retention incentives; to create a more balanced and resilient incentive structure given continued economic uncertainty and volatility; and to be responsive to shareholder feedback. The 2025 program (1) further differentiates the metrics used in the short-term and long-term incentive programs, adding a strategic objective component to the 2025 Teamshare bonus program with an assigned weighting of 10%, while retaining the net sales metric at a 20% weighting and the adjusted EBIT metric at a reduced weighting of 70%; (2) maintains the 200% cap on payouts for the 2025 Teamshare bonus program and the 2025 PSUs, while returning to threshold performance levels for all metrics used in those programs; and (3) continues a performance emphasis in the long-term incentive program while strengthening retention by retaining PSUs and replacing stock options with RSUs, resulting in a mix of 50% PSUs and 50% RSUs. The Committee thoroughly considered the length of performance periods and alternative metrics for use in the PSU awards in light of volatility in the internal and external environments and stability considerations, and it determined that the existing metrics, which remain critical metrics for the business, and performance periods remain appropriate for 2025.

  23. Philosophy and Objectives

    group, while accounting for distinct circumstances not reflected in the market data such as unique job descriptions as well as our particular niche in the retail sector and the impact that a particular officer may have on our ability to meet business objectives. For competitive or other reasons, our levels of total compensation or any component of compensation may exceed or be below the median range of our peer group. • We set base salaries to reflect the responsibilities, experience, performance, and contributions of the named executive officers, while also considering market salaries for comparable positions and our desired balance between base salary and incentive compensation. • We reward named executive officers who enhance our performance by linking cash and equity incentives to the achievement of our financial goals. • We promote share ownership to align the interests of our named executive officers with those of our shareholders. • In approving compensation arrangements, we may consider recent compensation history, including special or unusual compensation payments. In addition, we utilize employment agreements with our named executive officers to promote executive continuity, aid in retention, facilitate implementation of our clawback policy, and, in return for granting such executives reasonable severance and other rights upon various termination scenarios, secure valuable protections for Dollar General, such as non-compete, non-solicitation, non-interference, and confidentiality obligations. In 2024, we entered into new employment agreements with our non-CEO named executive officers for a three-year term, subject to certain automatic extensions. The employment agreement with Mr. Vasos entered into in 2023 has a four-year term and is not subject to automatic extensions. A change in control, by itself (“single trigger”), does not trigger any severance provision applicable to our named executive officers under the employment agreements.

  24. Use of Outside Advisors

    Use of Outside Advisors The CHCM Committee has selected Pearl Meyer to serve as its compensation consultant and has determined that Pearl Meyer is independent and that its work has not raised any conflicts of interest. When requested by the CHCM Committee, a Pearl Meyer representative attends CHCM Committee meetings and participates in private sessions with the CHCM Committee, and CHCM Committee members are free to consult directly with Pearl Meyer as desired. The CHCM Committee (or its Chairperson) determines the scope of Pearl Meyer’s services and has approved a written agreement that details the terms under which Pearl Meyer will provide independent advice to the CHCM Committee. The approved scope of Pearl Meyer’s work generally includes the performance of analyses and provision of independent advice and competitive market studies related to our executive and non-employee director compensation programs and related matters in support of the CHCM Committee’s decisions, and more specifically includes performing preparation work associated with CHCM Committee meetings, as well as providing advice in areas such as compensation philosophy, compensation risk assessment, peer group selection and benchmarking, incentive plan design, executive compensation disclosure, emerging best practices and changes in the regulatory environment.

  25. Use of Market Data

    Use of Market Data The CHCM 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 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 CHCM Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. The CHCM Committee last updated our peer group in May 2022 in order to improve industry and size comparability. This peer group, which was used for 2024 named executive officer compensation decisions, consists of:

  26. 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 |

  27. Use of Market Data

    Pearl Meyer provides peer group data typically on an annual basis for the CEO, to ensure that the CHCM Committee is aware of any significant movement in CEO compensation levels within the peer group, and every two to three years for each non-CEO named executive officer. In years when updated peer group data is not provided, the CHCM Committee applies a Pearl Meyer-recommended aging factor to the prior peer group data. For 2024 compensation decisions, the peer group data considered by the CHCM Committee for the CEO was that which was used in connection with his reappointment to CEO in October 2023 without aging, while the non-CEO peer group data was aged by 3.5% from the 2023 peer group data.

  28. Process for Approval of Stock Option Awards

    Process for Approval of Stock Option Awards The CHCM Committee approves stock option awards to eligible employees, including named executive officers, on an annual basis following its regularly scheduled meeting held in March. In addition, on a quarterly basis following its regularly scheduled meetings, the CHCM Committee approves stock option awards for eligible employees who are hired or promoted following the annual equity awards or who are selected to receive a special equity award, typically for retention purposes. At each regularly scheduled quarterly meeting, the CHCM Committee discusses the eligible employees and the recommended stock option award values and, when a change to the terms of the form of award agreement is recommended, terms and conditions of the awards. However, to ensure the absence of any material, non-public information at the time of a stock option award, the CHCM Committee approves the stock option 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. We do not time the disclosure of material non-public information for the purpose of affecting the value of employee compensation.

  29. 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) 2024 Teamshare Structure After considering the importance of revenue growth in our valuation, as well as shareholder feedback and peer group data, the CHCM Committee determined to add a net sales metric representing 20% of the Teamshare bonus structure for 2024. The CHCM Committee continued to use adjusted EBIT as a second Teamshare financial performance measure for the remaining 80% of the program because it is a comprehensive measure of corporate performance that aligns with our shareholders’ interests, is reasonably consistent with the practices of the peer

  30. Short-Term Cash Incentive Plan

    | | 2025 Proxy Statement | 25 |

  31. Short-Term Cash Incentive Plan

    group, and ensures that management is focused on leveraging and reinforcing our position as a low-cost operator. For purposes of the 2024 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; and (4) unless the CHCM 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. Further, for purposes of the 2024 Teamshare program, net sales is defined as our net sales calculated in accordance with U.S. generally accepted accounting principles. The CHCM Committee set the 2024 adjusted EBIT performance goal at approximately $2.590 billion and the 2024 net sales performance goal at approximately $41.257 billion, each of which corresponds to the respective target amount in our Board-approved 2024 annual financial plan. For 2024, the target (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 100% and 110% of the target level, respectively, and the corresponding payout percentages at the target and maximum performance levels were calculated at 100% and 200%, respectively, which the CHCM Committee believed appropriately aligned pay and performance. Taking into account shareholder feedback and peer group practices, the CHCM Committee required a cliff target for adjusted EBIT, rather than allowing for payout at a threshold level below target, to drive year-over-year profitability in 2024, and reduced the program’s historical 300% payout cap. Consistent with the historical structure of the Teamshare program, payouts for financial performance are based on actual adjusted EBIT results and are interpolated on a straight-line basis between the target and maximum levels. The threshold (below which no bonus may be earned) and maximum (above which no further bonus may be earned) performance levels for the net sales performance measure were 98.4% and 105% of the target level, respectively, and the corresponding payout percentages at the threshold and maximum performance levels were calculated at 50% and 200%, respectively. The CHCM Committee believed that these performance and payout slopes, which were consistent with the historical structure and aligned with the change to the maximum levels for 2024 adjusted EBIT, appropriately aligned pay and performance and were reasonably consistent with the practices of the peer group. Consistent with the historical structure of the Teamshare program, payouts for financial performance are based on actual net sales 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 CHCM Committee elects to consider performance or other factors as allowed under the program as described above under “Use of Performance Evaluations.” (b) 2024 Teamshare Results The CHCM Committee certified the adjusted EBIT performance result at $1.863 billion (71.9% of the adjusted EBIT target) and the net sales performance result at $40.612 billion (98.4% of the net sales target), which resulted in a 2024 Teamshare payout to each named executive officer of 10.2% of his or her target Teamshare bonus percentage opportunity.

  32. 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. (a) 2024 Annual Equity Award Structure Annual equity awards to our non-CEO named executive officers in 2024 were made under our shareholder-approved Dollar General Corporation 2021 Stock Incentive Plan. The CHCM Committee delivered these annual equity awards to all non-CEO named executive officers 50% in options and 50% in PSUs, believing that this mix appropriately aligned the interests of management with those of shareholders and was reasonably aligned with peer group practices. 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 CHCM Committee believes that stock options are performance-based because they deliver value only to the extent shareholders receive value. 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 CHCM Committee selects and sets targets for financial

  33. Long-Term Equity Incentive Program

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  34. Long-Term Equity Incentive Program

    performance measures, then establishes threshold (if applicable) 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 CHCM Committee selected adjusted EBITDA and adjusted ROIC as the financial performance measures for the 2024 PSUs. Half of the award is subject to adjusted EBITDA performance and half of the award is subject to adjusted ROIC performance. The CHCM 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 2024 PSU awards, a one-year performance period corresponding to our 2024 fiscal year was established for the PSUs which are subject to the adjusted EBITDA performance measure. The adjusted EBITDA performance goal of approximately $3.548 billion was the target amount set forth in our Board-approved 2024 annual financial plan. Further increasing the focus on multi-year performance as a counterbalance to short-term incentives, 50% of the PSUs are subject to a three-year adjusted ROIC performance measure. The adjusted ROIC performance period begins the first day of our 2024 fiscal year and extends through the last day of our 2026 fiscal year. The adjusted ROIC performance goal of 18.65% 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 2024, the target (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 100% and 110% of the target level, respectively, and the corresponding payout percentages at the target and maximum performance level were calculated at 100% and 200%, respectively, which the CHCM Committee believed appropriately aligned pay and performance. Taking into account shareholder feedback and peer group practices, the CHCM Committee required a cliff target for adjusted EBITDA, rather than allowing for payout at a threshold level below target, to drive year-over-year profitability in 2024, and reduced the historical 300% payout cap. Consistent with the historical practice, payouts for financial performance are based on actual adjusted EBITA results and are interpolated on a straight-line basis between the target and maximum levels. 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 2024 Teamshare program adjusted EBIT calculation outlined under “2024 Teamshare Structure” above. 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 2024 Teamshare program adjusted EBIT calculation outlined under “2024 Teamshare Structure” above. The following tables show the amount (as a percent of target) of PSUs that could be earned by each non-CEO named executive officer at each of the target and maximum performance levels as a result of 2024 adjusted EBITDA performance, the 2024 adjusted EBITDA performance result, and the amount (as a percent of target) of PSUs that could be earned at each of the threshold, target and maximum performance levels as a result of 2024-2026 adjusted ROIC performance.

  35. Long-Term Equity Incentive Program

    | | Adjusted EBITDA (2024) | | | | Level* | Result v. Target (%) | EBITDA Result ($) (in billions) | PSUs Earned (% of Target) | | Below Target | <100 | <3.548 | 0 | | Target | 100 | 3.548 | 100 | | Maximum | 110 | 3.903 | 200 | | 2024 Results | 79.7 | 2.827 | 0 |

  36. Long-Term Equity Incentive Program

    PSUs earned for performance between target and maximum levels are interpolated on a straight-line basis.

  37. Long-Term Equity Incentive Program

    | | 2025 Proxy Statement | 27 |

  38. Long-Term Equity Incentive Program

    | | Adjusted ROIC (2024-2026) | | | | Level* | Result v. Target (%) | ROIC Result (%) | PSUs Earned (% of Target) | | Below Threshold | <94.6 | <17.65 | 0 | | Threshold | 94.6 | 17.65 | 50 | | Target | 100.0 | 18.65 | 100 | | Maximum | 102.7 | 19.15 | 200 |

  39. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated on a straight-line basis. 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, 2027, 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) 2022 PSU Awards–Completed 2022-2024 Performance Period Certain of the PSUs awarded in 2022 to each named executive officer were subject to an adjusted ROIC performance measure for a three-year performance period beginning on the first day of our 2022 fiscal year and extending through the last day of our 2024 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 2024-2026 performance period except for the LIFO exclusion calculation, which did not include the LIFO adjustment limitations that were first used by the Company as part of its 2023 annual equity awards and were intended to minimize extreme swings that such adjustments may have on the ROIC calculation. The following table shows 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, which resulted in the named executive officers earning no PSUs subject to the adjusted ROIC performance measure.

  40. Long-Term Equity Incentive Program

    | | Adjusted ROIC (2022-2024) | | | | Level* | Result v. Target (%) | ROIC Result (%) | PSUs Earned (% of Target) | | Below Threshold | <95.6 | <21.95 | 0 | | Threshold | 95.6 | 21.95 | 50 | | Target | 100.0 | 22.95 | 100 | | Maximum | 104.4 | 23.95 | 300 | | 2022-2024 Results | 88.4 | 20.28 | 0 |

  41. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated on a straight-line basis. (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.

  42. Long-Term Equity Incentive Program

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

  43. 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 January 31, 2025, each of our 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, officers, and all other individuals subject to the trading preclearance requirements outlined in our Insider Trading Policy, as well as their Controlled Persons, from (1) pledging Dollar General securities as collateral; (2) holding Dollar General securities in a margin account; and (3) purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, against any decrease in the market value of Dollar General securities granted to them as part of their compensation or 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 and contingent workers, as well as their Controlled Persons, are strongly discouraged from entering into these types of transactions. Controlled Persons include the officer’s, Board member’s or employee’s respective spouses; immediate family members sharing their home or that are economically dependent on them; any person living in their home; and any person, entity or

  44. Long-Term Equity Incentive Program

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  45. Long-Term Equity Incentive Program

    trust whose transactions in Dollar General securities they direct, influence or control.

  46. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation paid to or earned by our named executive officers in each of the 2024, 2023 and 2022 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.

  47. 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 | 2024 | 1,400,054 | — | — | 214,849 | 537,454 | 2,152,357 | | | 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 | | Kelly M. Dilts, Executive Vice President & Chief Financial Officer | 2024 | 762,529 | 965,509 | 992,754 | 58,700 | 62,189 | 2,841,681 | | | 2023 | 727,261 | 275,980 | 898,569 | — | 63,390 | 1,965,200 | | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | 2024 | 820,029 | 1,103,527 | 1,134,570 | 63,227 | 104,437 | 3,225,790 | | | 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 | 2024 | 743,154 | 1,103,527 | 1,134,570 | 57,299 | 107,737 | 3,146,287 | | | 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 | | Steven R. Deckard, Executive Vice President, Strategy & Development | 2024 | 695,860 | 965,509 | 992,754 | 53,712 | 112,300 | 2,820,135 |

  48. 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. Ms. Dilts joined Dollar General in 2019 but was not a named executive officer for 2022. She served as Senior Vice President, Finance, until her promotion to Executive Vice President & Chief Financial Officer in May 2023. Mr. Deckard joined Dollar General in 2006 but was not a named executive officer for 2022 or 2023. During 2024, he served as Executive Vice President, Store Operations and Development, and assumed his current role on February 1, 2025. (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 2024 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:

  49. Summary Compensation Table

    | Fiscal Year | Mr. Vasos ($) | Ms. Dilts ($) | Ms. E. Taylor ($) | Ms. R. Taylor ($) | Mr. Deckard ($) | | 2024 | — | 1,931,018 | 2,207,054 | 2,207,054 | 1,931,018 | | 2023 | — | 413,971 | 2,759,179 | 2,759,179 | — | | 2022 | 16,777,061 | — | 2,684,124 | 2,684,124 | — |

  50. 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 2024 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 2024 Form 10-K. (5) Represents amounts, if any, earned pursuant to our Teamshare bonus program for each fiscal year for which compensation is required to be reported in the table for each named executive officer. See the discussion of the “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” above. Ms. E. Taylor deferred under the CDP 20% of her fiscal 2022 Teamshare bonus payment reported above. Includes the dollar value of dividend equivalents ($522) paid, accumulated or credited on RSUs in fiscal 2024 prior to their vesting on May 30, 2024, which RSUs were awarded to Mr. Vasos in May 2023 for his service as a non-employee director (the “2023 NED RSUs”), as well as the following amounts for each named executive officer for fiscal 2024:

  51. Summary Compensation Table

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  52. Summary Compensation Table

    | Name | Company Match Contributions – 401(k) ($) | Company Match Contributions – CDP ($) | Company Contributions – SERP ($) | Premiums for Life Insurance Program ($) | Aggregate Incremental Cost of Providing Perquisites/Personal Benefits ($)(a) | | Mr. Vasos | 16,958 | 52,753 | — | 2,996 | 464,225 | | Ms. Dilts | 17,622 | 20,814 | — | 1,632 | 22,121 | | Ms. E. Taylor | 17,663 | — | 64,634 | 1,756 | 20,384 | | Ms. R. Taylor | 17,185 | — | 88,961 | 1,591 | — | | Mr. Deckard | 17,698 | 17,369 | 51,929 | 1,490 | 23,814 |

  53. Summary Compensation Table

    Perquisites and personal benefits for 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 Mr. Vasos, for whom the aggregate incremental cost of: (1) personal airplane usage and related ground transportation totaled $406,581, which was calculated by adding invoiced expenses reimbursed for travel that did not involve the use of our corporate airplane ($337,729), consisting of private charter costs and ground transportation costs, plus costs incurred for the use of our corporate airplane (including any “deadhead” legs) that we would not have incurred but for the personal usage ($68,852), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies, and meal and catering costs; and (2) providing personal security services totaled $39,174, which represented the fees, inclusive of time and expenses, paid to the providers of the personal security services. The aggregate incremental cost of providing other perquisites and benefits to each listed officer related to: financial and estate planning services, limited miscellaneous gifts and entertainment costs, 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. 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.

  54. Summary Compensation Table

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  55. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The table below shows under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” the threshold, target and maximum short-term incentive amounts which each named executive officer could have earned under our 2024 Teamshare program based upon the level of achievement of the applicable financial performance measures. Actual amounts earned under the 2024 Teamshare program are shown in the Summary Compensation Table and represent payment between the threshold and target levels. See “2024 Compensation Generally” and “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” for further discussion of the 2024 Teamshare program. The table below also shows information regarding equity awards made to our named executive officers for fiscal 2024, all of which were granted pursuant to our 2021 Stock Incentive Plan. Mr. Vasos did not receive an equity award for fiscal 2024. 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 applicable named executive officer based upon the level of achievement of the applicable financial performance measures. The awards listed under “All Other Option Awards” include nonqualified stock options that vest over time. See “2024 Compensation Generally” and “Long-Term Equity Incentive Program” in “Compensation Discussion and Analysis” for further discussion of these awards. We have omitted the column for “All Other Stock Awards” because it is inapplicable.

  56. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Mr. Vasos | — | 210,000 | 2,100,000 | 4,200,000 | — | — | — | — | — | — | | Ms. Dilts | — | 57,375 | 573,750 | 1,147,500 | — | — | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 22,765 | 154.21 | 992,754 | | | 03/27/2024 | — | — | — | 1,565 | 6,261 | 12,522 | — | — | 965,509 | | Ms. E. Taylor | — | 61,800 | 618,000 | 1,236,000 | — | — | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 26,017 | 154.21 | 1,134,570 | | | 03/27/2024 | — | — | — | 1,789 | 7,156 | 14,312 | — | — | 1,103,527 | | Ms. R. Taylor | — | 56,006 | 560,063 | 1,120,125 | — | — | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 26,017 | 154.21 | 1,134,570 | | | 03/27/2024 | — | — | — | 1,789 | 7,156 | 14,312 | — | — | 1,103,527 | | Mr. Deckard | — | 52,500 | 525,000 | 1,050,000 | — | — | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 22,765 | 154.21 | 992,754 | | | 03/27/2024 | — | — | — | 1,565 | 6,261 | 12,522 | — | — | 965,509 |

  57. Grants of Plan-Based Awards in Fiscal 2024

    (1) Calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE. 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.

  58. Grants of Plan-Based Awards in Fiscal 2024

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  59. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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 2024. 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.

  60. Outstanding Equity Awards at 2024 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 | 66,860(2) | — | 154.53 | 04/01/2028 | — | — | — | — | | | 03/16/2021 | 61,488(2) | 30,744(3) | 193.55 | 04/01/2028 | — | — | — | — | | | 03/15/2022 | 62,310(4) | — | 214.25 | 04/01/2028 | — | — | — | — | | | 10/17/2023 | — | 250,000(5) | 117.33 | 10/17/2033 | — | — | — | — | | Ms. Dilts | 08/27/2019 | 5,732(6) | — | 138.75 | 08/27/2029 | — | — | — | — | | | 03/17/2020 | 5,052(7) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 4,341(7) | 1,446(7) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 7,624(7) | 7,624(7) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 1,203(7) | 3,606(7) | 208.13 | 03/28/2033 | — | — | — | — | | | 06/09/2023 | 3,897(6) | 11,691(6) | 153.05 | 06/09/2033 | — | — | — | — | | | 03/27/2024 | — | 22,765(7) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/15/2022 | — | — | — | — | 409(8) | 29,064 | — | — | | | 03/28/2023 | — | — | — | — | — | — | 166(9) | 11,760 | | | 03/27/2024 | — | — | — | — | — | — | 1,565(10) | 111,209 | | | 03/15/2022 | — | — | — | — | 532(11) | 37,804 | — | — | | | 03/28/2023 | — | — | — | — | 442(12) | 31,409 | — | — | | Ms. E. Taylor | 03/22/2017 | 4,508(7) | — | 70.68 | 03/22/2027 | — | — | — | — | | | 03/21/2018 | 6,583(7) | — | 92.98 | 03/21/2028 | — | — | — | — | | | 03/20/2019 | 5,617(7) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 7,429(7) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 12/01/2020 | 3,659(6) | — | 219.84 | 12/01/2030 | — | — | — | — | | | 03/16/2021 | 11,286(7) | 3,761(7) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 9,971(7) | 9,968(7) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 4,008(7) | 12,021(7) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/27/2024 | — | 26,017(7) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/15/2022 | — | — | — | — | 1,070(8) | 76,034 | — | — | | | 03/28/2023 | — | — | — | — | — | — | 1,105(9) | 78,486 | | | 03/27/2024 | — | — | — | — | — | — | 1,789(10) | 127,126 |

  61. Outstanding Equity Awards at 2024 Fiscal Year-End

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  62. Outstanding Equity Awards at 2024 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(7) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 22,287(7) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 13,890(7) | 4,629(7) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 9,971(7) | 9,968(7) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 4,008(7) | 12,021(7) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/27/2024 | — | 26,017(7) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/15/2022 | — | — | — | — | 1,070(8) | 76,034 | — | — | | | 03/28/2023 | — | — | — | — | — | — | 1,105(9) | 78,486 | | | 03/27/2024 | — | — | — | — | — | — | 1,789(10) | 127,126 | | Mr. Deckard | 03/21/2018 | 5,583(7) | — | 92.98 | 03/21/2028 | — | — | — | — | | | 03/20/2019 | 5,377(7) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 5,052(7) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 4,341(7) | 1,446(7) | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 3,519(7) | 3,518(7) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 1,203(7) | 3,606(7) | 208.13 | 03/28/2033 | — | — | — | — | | | 09/05/2023 | 2,193(6) | 6,576(6) | 127.22 | 09/05/2033 | — | — | — | — | | | 03/27/2024 | — | 22,765(7) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/15/2022 | — | — | — | — | 189(8) | 13,430 | — | — | | | 03/28/2023 | — | — | — | — | — | — | 166(9) | 11,760 | | | 03/27/2024 | — | — | — | — | — | — | 1,565(10) | 111,209 | | | 03/15/2022 | — | — | — | — | 245(11) | 17,410 | — | — | | | 03/28/2023 | — | — | — | — | 442(12) | 31,409 | — | — |

  63. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Computed by multiplying the number of units by the closing market price of one share of our common stock on January 31, 2025, as reported by the NYSE. (2) Vested 50% on each of April 1, 2023, and April 1, 2024. (3) Scheduled to vest on April 1, 2025. (4) Vested 50% on each of April 1, 2023, and March 15, 2024. (5) Scheduled to vest on October 12, 2027. (6) Vested or scheduled to vest, as applicable, as to 25% per year on each of the first four anniversaries of the grant date. (7) 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. (8) Part of a PSU grant that was earned as a result of our fiscal 2022 adjusted EBITDA performance and is scheduled to vest on April 1, 2025. (9) 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. (10) Part of a PSU grant that is scheduled to vest on April 1, 2027, if the adjusted ROIC performance goal is achieved for fiscal years 2024-2026. 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. (11) Time-based RSUs scheduled to vest on April 1, 2025. Time-based RSUs scheduled to vest 50% per year on April 1, 2025, and April 1, 2026.

  64. Outstanding Equity Awards at 2024 Fiscal Year-End

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  65. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 We have omitted from this table the “Option Awards” columns because they are inapplicable.

  66. Option Exercises and Stock Vested During Fiscal 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mr. Vasos | 54,737 | 8,586,763 | | Ms. Dilts | 2,482 | 390,543 | | Ms. E. Taylor | 6,840 | 1,076,274 | | Ms. R. Taylor | 8,172 | 1,285,864 | | Mr. Deckard | 1,975 | 310,766 |

  67. Option Exercises and Stock Vested During Fiscal 2024

    (1) Represents the gross number of shares acquired upon vesting, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. (2) 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. Mr. Vasos deferred $113,623 of the amount reported pursuant to the 2021 Stock Incentive Plan as further discussed under “Nonqualified Deferred Compensation Fiscal 2024” below.

  68. Pension Benefits Fiscal 2024

    Pension Benefits Fiscal 2024 We have omitted the Pension Benefits table because it is inapplicable.

  69. Nonqualified Deferred Compensation Fiscal 2024

    Nonqualified Deferred Compensation Fiscal 2024 (a) CDP/SERP Plan. Information regarding each named executive officer’s participation in our CDP/SERP Plan is included in the following table. We have omitted from this table the “Aggregate Withdrawals/Distributions” column because it is inapplicable. 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.

  70. Nonqualified Deferred Compensation Fiscal 2024

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Mr. Vasos | 355,847 | 52,753 | 36,918 | 507,763 | | Ms. Dilts | 108,004 | 20,814 | 55,421 | 566,623 | | Ms. E. Taylor | — | 64,634 | 408,214 | 3,126,703 | | Ms. R. Taylor | 3,112 | 88,961 | 340,282 | 3,079,397 | | Mr. Deckard | 63,752 | 69,298 | 288,511 | 2,816,636 |

  71. Nonqualified Deferred Compensation Fiscal 2024

    (1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2024: Mr. Vasos ($355,847); Ms. Dilts ($108,004); Ms. R. Taylor ($3,112); and Mr. Deckard ($63,752). (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) Of the amounts reported, the following were previously reported as compensation for years prior to 2024 in a Summary Compensation Table: Mr. Vasos ($59,412); Ms. Dilts ($62,059); Ms. E. Taylor ($353,994); Ms. R. Taylor ($1,885,263); and Mr. Deckard ($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 2024 contribution percentage was 7.5% for each of Ms. E. Taylor and Mr. Deckard and 12.0% for Ms. R. Taylor, each of whom is 100% vested in her or his SERP account. No other named executive officer was eligible to participate in the SERP in 2024.

  72. Nonqualified Deferred Compensation Fiscal 2024

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  73. Nonqualified Deferred Compensation Fiscal 2024

    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 CHCM 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 previously reported, 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. If Mr. Vasos’s service on our Board ceases for any reason, or upon a change in control, his account balance will be paid in a lump sum, subject to a six-month delay if required to comply with the requirements of Section 409A of the Internal Revenue Code. We have omitted from this table the columns pertaining to “Executive Contributions,” “Registrant Contributions” and “Aggregate Withdrawals/Distributions” during the fiscal year because they are inapplicable.

  74. Nonqualified Deferred Compensation Fiscal 2024

    | Name | Aggregate Earnings in Last FY ($)(1) | Aggregate Balance at Last FYE ($)(2) | | Mr. Vasos | 9,448 | 65,750 |

  75. Nonqualified Deferred Compensation Fiscal 2024

    (1) The amount shown is not reported in the Summary Compensation Table because it does not represent above-market or preferential earnings. (2) Of the amount reported, $50,372 was previously reported as compensation to Mr. Vasos in the Summary Compensation Table for fiscal year 2023. (c) 2021 Stock Incentive Plan. Information regarding Mr. Vasos’s deferral of the 2023 NED RSUs is included in the following table. The 2023 NED RSUs were awarded under our 2021 Stock Incentive Plan. The material terms of the 2023 NED RSUs are described after the table. We have omitted from this table the columns pertaining to “Registrant Contributions” and “Aggregate Withdrawals/Distributions” during the fiscal year because they are inapplicable.

  76. Nonqualified Deferred Compensation Fiscal 2024

    | Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($)(3) | | Mr. Vasos | 113,623 | (49,220) | 64,402 |

  77. Nonqualified Deferred Compensation Fiscal 2024

    (1) Represents the market value of the 2023 NED RSUs on May 30, 2024, the date they vested and were deferred, including the additional RSUs credited as a result of dividend equivalents earned with respect to such RSUs (the “Deferred RSUs”). The value is based on the closing market price of our common stock on the NYSE on May 30, 2024. This value is also reported in the “Stock Awards—Value Realized on Vesting” column of the Option Exercises and Stock Vested During Fiscal 2024 table above. (2) Represents the difference in (a) the market value on January 31, 2025 of the Deferred RSUs and the additional RSUs credited as a result of dividend equivalents earned after May 30, 2024, and (b) the market value of the Deferred RSUs on May 30, 2024. In each case the market value is based on the closing market price of our common stock on the NYSE on the relevant date. (3) Represents the aggregate market value of the deferred 2023 NED RSUs and additional RSUs credited as a result of dividend equivalents earned with respect to such RSUs held by Mr. Vasos as of January 31, 2025. The value is based on the closing market price of our common stock on the NYSE on January 31, 2025. In the Summary Compensation Table for fiscal year 2023, $177,952 was reported with respect to the 2023 NED RSUs awarded to Mr. Vasos on May 30, 2023, for his service as a non-employee director. Such amount represented the grant date fair value of such RSUs, computed in accordance with FASB ASC Topic 718. Information regarding the assumptions made in the valuation of such award was included in Note 9 of the annual consolidated financial statements in our 2023 Annual Report on Form 10-K. As discussed above under “Director Compensation,” each non-employee director receives an annual award of RSUs issued pursuant to our 2021 Stock Incentive Plan, payable in shares of our common stock. The RSUs are awarded by the CHCM Committee annually to each non-employee director who is elected or re-elected at the annual shareholders’ meeting and to any new non-employee director appointed thereafter but before February 1 of a given year. The RSUs are scheduled to vest on the first anniversary of the grant date subject to certain accelerated vesting conditions. Directors generally may defer receipt of shares underlying the RSUs. Specifically, a director may make an irrevocable election to defer receipt of all or any portion of the vested RSUs prior to December 31 of the calendar year preceding the grant date of the RSUs. Any such deferred shares will instead be paid on the date elected by the director (in the case of Mr. Vasos, upon his cessation of service on the Board) or, if earlier, upon the director’s death or disability or upon a change in control, subject to a six-month delay if required to comply with the requirements of Section 409A of the Internal Revenue Code.

  78. Nonqualified Deferred Compensation Fiscal 2024

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  79. 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 2024, 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 2024” above. The discussion of equity awards in each scenario includes nonqualified stock options outstanding as of the end of 2024; RSUs outstanding as of the end of 2024 awarded to each of Ms. Dilts and Mr. Deckard in 2022 and 2023 prior to their promotions to Executive Vice President; Mr. Vasos’s 2023 NED RSUs outstanding as of the end of 2024; and PSUs awarded in 2022 (“2022 PSUs”), 2023 (“2023 PSUs”) and 2024 (“2024 PSUs” and, collectively with the 2022 PSUs and the 2023 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, which were awarded under our Amended and Restated 2007 Stock Incentive Plan.

  80. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability

  81. Payments Upon Termination Due to Retirement

    Payments Upon Termination Due to Retirement Except as provided below with respect to equity awards, we do not treat retirement 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 of retirement on or after reaching a minimum age (age 55 for equity awards beginning in 2021; otherwise age 62) and achieving five

  82. Payments Upon Termination Due to Retirement

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  83. Payments Upon Termination Due to Retirement

    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 (for options awarded prior to 2024) or on the April 1 (for options awarded beginning in 2024) 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 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 if Mr. Vasos voluntary terminates his employment. • Restricted Stock Units. See “Termination of Board Service” for a discussion of the treatment of the 2023 NED RSUs upon any termination of Board service by Mr. Vasos. Additionally, the one-third of Ms. Dilts’s and Mr. Deckard’s outstanding RSUs that would have become vested and nonforfeitable on the next vesting date if she or he 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 or he 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 or he 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 any earned 2022 PSUs subject to the one-year Adjusted EBITDA performance goal, 2023 PSUs subject to the one-year Adjusted EBITDA performance goal, and 2024 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.

  84. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of January 31, 2025

    Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of January 31, 2025 The following tables reflect potential payments to (1) Mr. Vasos; and (2) each of Mss. Dilts, E. Taylor and R. Taylor and Mr. Deckard, in each case in various termination and change in control scenarios based on compensation, benefit and equity levels in effect on, and assuming the scenario was effective as of, January 31, 2025. For stock valuations, we have used the closing price of our stock on the NYSE on January 31, 2025 ($71.06). The tables omit columns for any scenario that would not result in payments to any of the applicable named executive officers. The tables below report only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result, exclude earned but unpaid base salary through the employment termination date and equity awards, CDP/SERP Plan benefits, and Mr. Vasos’s non-employee director cash deferral and 2023 NED RSUs deferral account balances, in each case that had vested prior to the event. For more information regarding the CDP/SERP Plan benefits and Mr. Vasos’s non-employee director cash deferral and 2023 NED RSUs deferral, see “Nonqualified Deferred Compensation Fiscal 2024” above. The tables also exclude any amounts that are available generally to all salaried employees and do not discriminate in favor of our executive officers. The amounts shown are merely estimates. We cannot determine actual amounts to be paid until a termination or change in control scenario occurs.

  85. Potential Payments to Mr. Vasos

    Potential Payments to Mr. Vasos

  86. Potential Payments to Mr. Vasos

    | Item | Death ($)(1) | Disability ($)(1) | Before Appointment of Successor CEO Involuntary Without Cause or Voluntary With Good Reason ($) | Voluntary With Good Reason On or After Appointment of Successor CEO ($) | On or After Appointment of Successor CEO Voluntary Without Good Reason or Involuntary Without Cause ($) | Change in Control With Qualifying Termination or After 2023 Retirement ($) | | Cash Severance | 214,849 | n/a | 7,000,000 | 7,000,000 | 214,849 | 7,214,849 | | Health Payment | n/a | n/a | 32,851 | 32,851 | n/a | 32,851 | | Outplacement(2) | n/a | n/a | 14,900 | 14,900 | n/a | 14,900 | | Life Insurance Proceeds | 3,500,000 | n/a | n/a | n/a | n/a | n/a | | Total | 3,714,849 | — | 7,047,751 | 7,047,751 | 214,849 | 7,262,600 |

  87. 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. Estimated based on information provided by our outplacement services provider.

  88. Potential Payments to Mr. Vasos

    | | 2025 Proxy Statement | 43 |

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

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

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

    | 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) | 143,186 | 143,186 | n/a | n/a | 410,585 | | Cash Severance | 58,700 | n/a | n/a | 2,507,670 | 2,507,670 | | Health Payment | n/a | n/a | n/a | 32,407 | 32,407 | | Outplacement(5) | n/a | n/a | n/a | 14,900 | 14,900 | | Life Insurance Proceeds | 1,913,000 | n/a | n/a | n/a | n/a | | Total | 2,114,886 | 143,186 | n/a | 2,554,977 | 2,965,562 | | Ms. E. Taylor | | | | | | | Equity Vesting Due to Event(4) | 170,686 | 170,686 | n/a | n/a | 519,733 | | Cash Severance | 63,227 | n/a | n/a | 2,389,600 | 2,389,600 | | Health Payment | n/a | n/a | n/a | 32,751 | 32,751 | | Outplacement(5) | n/a | n/a | n/a | 14,900 | 14,900 | | Life Insurance Proceeds | 2,060,000 | n/a | n/a | n/a | n/a | | Total | 2,293,913 | 170,686 | n/a | 2,437,251 | 2,956,984 | | Ms. R. Taylor | | | | | | | Equity Vesting Due to Event(4) | 170,686 | 170,686 | 170,686 | n/a | 519,733 | | Cash Severance | 57,299 | n/a | n/a | 2,165,575 | 2,165,575 | | Health Payment | n/a | n/a | n/a | 32,751 | 32,751 | | Outplacement(5) | n/a | n/a | n/a | 14,900 | 14,900 | | Life Insurance Proceeds | 1,867,000 | n/a | n/a | n/a | n/a | | Total | 2,094,985 | 170,686 | 170,686 | 2,213,226 | 2,732,959 | | Mr. Deckard | | | | | | | Equity Vesting Due to Event(4) | 107,158 | 107,158 | 91,454 | n/a | 374,557 | | Cash Severance | 53,712 | n/a | n/a | 2,294,600 | 2,294,600 | | Health Payment | n/a | n/a | n/a | 32,751 | 32,751 | | Outplacement(5) | n/a | n/a | n/a | 14,900 | 14,900 | | Life Insurance Proceeds | 1,750,000 | n/a | n/a | n/a | n/a | | Total | 1,910,870 | 107,158 | 91,454 | 2,342,251 | 2,716,808 |

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

    (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 and Mr. Deckard meet the Normal Retirement requirements with respect to their 2021, 2022, 2023 and 2024 equity awards. None of the remaining named executive officers listed in the table were eligible for retirement on January 31, 2025. (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 January 31, 2025, the value included in the Death, Disability and Retirement columns assumes a threshold payout of 50% for each of the 2023 PSUs and 2024 PSUs, prorated for a death, disability or retirement termination scenario occurring on January 31, 2025. Estimated based on information provided by our outplacement services provider.

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

    | 44 | 2025 Proxy Statement | |

  93. 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.”

  94. 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 ($)(4) | Net Income ($)(5) | Adjusted EBIT ($)(6) | | 2024 | 2,152,357 | — | (5,684,648) | — | 3,008,473 | 657,061 | 49.38 | 222.95 | 1,125,253,000 | 1,863,111,000 | | 2023 | 8,980,117 | 6,912,197 | (2,056,638) | (24,320) | 2,255,670 | (464,265) | 92.43 | 159.96 | 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 | 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 | 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 | 2,655,050,000 | 3,630,107,000 |

  95. 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:

  96. 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 ($)(c) | Compensation Actually Paid ($) | | 2024 | 1,400,054 | — | 214,849 | 537,454 | 2,152,357 | — | (7,837,005) | (5,684,648) | | 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 |

  97. Pay Versus Performance

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

  98. 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 |

  99. 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):

  100. 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 ($)(c) | Compensation Actually Paid ($) | | 2024 | 755,393 | 2,098,180 | 58,235 | 96,666 | 3,008,473 | (2,098,180) | (253,232) | 657,061 | | 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 |

  101. Pay Versus Performance

    Reflects “All Other Compensation” reported in the Summary Compensation Table for each year shown.

  102. Pay Versus Performance

    | | 2025 Proxy Statement | 45 |

  103. Pay Versus Performance

    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:

  104. Pay Versus Performance

    | Year | Addition of Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Equity Value Included in Compensation Actually Paid ($) | | 2024 | — | (9,971,297) | 2,134,292 | (7,837,005) | | 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 |

  105. 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:

  106. Pay Versus Performance

    | Year | Addition of Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair 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 |

  107. 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:

  108. Pay Versus Performance

    | Year | Additions of Average Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Additions of Average Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Additions of Average Change in Fair Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Average Equity Value Included in Compensation Actually Paid ($) | | 2024 | 158,419 | (613,214) | 201,564 | (253,232) | | 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 |

  109. Pay Versus Performance

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

  110. Pay Versus Performance

    | 2024 Other Named Executive Officers | 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 | 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 | | Emily C. Taylor, Executive Vice President & Chief Merchandising 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 | | Rhonda M. Taylor, Executive Vice President & General Counsel | 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 | | Steven R. Deckard, Executive Vice President, Strategy & Development | 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 | | | |

  111. Pay Versus Performance

    | 46 | 2025 Proxy Statement | |

  112. Pay Versus Performance

    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. (4) 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. (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—Elements of Named Executive Officer Compensation—Short-Term Cash Incentive Plan—2024 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.

  113. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below show, for the past five 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.

  114. Relationship Between Compensation Actually Paid and Performance Measures

    | | 2025 Proxy Statement | 47 |

  115. Relationship Between Compensation Actually Paid and Performance Measures

    The above disclosures under “Pay Versus Performance” should not be deemed incorporated by reference into any other Dollar General filing under the Exchange Act, except to the extent Dollar General specifically incorporates such disclosures by reference therein.

  116. Relationship Between Compensation Actually Paid and Performance Measures

    | 48 | 2025 Proxy Statement | |

  117. 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. The fiscal 2024 annual total compensation of the median compensated employee (a part-time store associate) of our temporary, part-time and full-time employee base who were employed as of the last day of our 2024 fiscal year (January 31, 2025), other than our CEO, calculated in accordance with the rules applicable to the Summary Compensation Table, was $18,951, and our CEO’s fiscal 2024 annual total compensation was $2,152,357, resulting in a ratio of 1:114. As of January 31, 2025, our total population, excluding the CEO, consisted of 186,029 compensated employees, of which 225 were located in non-U.S. jurisdictions as follows: Mexico (117); China (97); Hong Kong (10); and Turkey (1). As permitted by SEC rules, we excluded all such 225 non-U.S. employees. After applying this exemption, the employee population used to identify the median employee consisted of 185,804 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 3, 2024 (the first day of our 2024 fiscal year) through January 31, 2025 (the last day of our 2024 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 employees because the population we used had an even number of employees. From the two employees, we selected the employee who worked more of the year than the other as the median compensated employee. 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 and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  118. Pay Ratio Disclosure

    | | 2025 Proxy Statement | 49 |

  119. Pay Ratio Disclosure

    Advisory Vote to Approve Named Executive Officer Compensation (ITEM 2 ON THE BALLOT) In accordance with Section 14A of the Exchange Act, we annually allow our shareholders 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 “Compensation Discussion and Analysis,” the CHCM 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 executive compensation program is designed with the goal of serving our shareholders’ long-term interests. The program rewards our named executive officers for the achievement of specific annual and long-term goals and the realization of increased shareholder value. We believe that offering a competitive compensation package is vital to attract, retain, and motivate experienced and appropriately qualified executives. At our 2024 annual meeting, our Say-on-Pay proposal received lower support from shareholders than in previous years, with 72.8% of votes cast in support of our executive compensation program. This result prompted us to better understand shareholders’ concerns as part of our robust shareholder engagement program in which, as discussed elsewhere in this Proxy Statement, we reached out to approximately 66% of shares outstanding and received feedback from approximately 56% of shares outstanding. We discussed with shareholders the changes made for our 2024 executive compensation program, which addressed feedback concerning our use of similar performance metrics in the short-term and long-term incentive programs and the maximum potential payouts under these plans, and sought input on potential additional changes for 2025, particularly around the type and mix of equity awards and the metrics and length of performance periods used in the long-term incentive program. The results of these and previous engagements, including how the CHCM Committee took shareholder feedback into account in designing the executive compensation program, are discussed in the “Compensation Discussion and Analysis” and the “Corporate Governance” sections of this Proxy Statement. 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. 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 CHCM Committee or the Board. Nonetheless, our Board and the CHCM 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.

  120. 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. |

  121. Pay Ratio Disclosure

    | 50 | 2025 Proxy Statement | |

  122. 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, 2025. 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 219,947,078 shares of our common stock outstanding as of March 20, 2025, unless otherwise noted.