Dollar General Corp DEF 14A, filed Apr 7, 2026

About this DEF 14A

Dollar General Corp (DG)

DEF 14A 2026-04-07 For: 2026-05-28

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Added on June 12, 2026

Name of
Committee & Members

Committee Functions

AUDIT:

Ms. Chadwick, Chairperson
Mr. Bryant
Mr. Calbert
Ms. Sandler

•

Selects the independent auditor and periodically considers the advisability of audit firm rotation

•

Annually evaluates the independent auditor’s qualifications, performance and independence, as well as the lead audit partner, and reviews the annual report on the independent auditor’s internal quality control procedures and any material issues raised by its most recent review of internal quality controls

•

Pre-approves audit engagement fees and terms and all permitted non-audit services and fees, and discusses the audit scope and any audit problems or difficulties

•

Sets policies regarding the hiring of current and former employees of the independent auditor

•

Discusses the annual audited and quarterly unaudited financial statements with management and the independent auditor

•

Reviews CEO/CFO disclosures regarding any significant deficiencies or material weaknesses in our internal control over financial reporting, and establishes procedures for receipt, retention and treatment of complaints regarding accounting or internal controls

•

Discusses the types of information to be disclosed in earnings press releases and provided to analysts and rating agencies

•

Oversees our enterprise risk management program, including reports and metrics pertaining to cybersecurity risks

•

Reviews internal audit activities, projects and budget

•

Reviews and oversees any reportable related party transactions (unless a particular transaction is within the purview of another committee) to ensure they are not inconsistent with the interests of the Company and our shareholders

•

Discusses with our General Counsel legal matters having an impact on financial statements

•

Furnishes the committee report required in our proxy statement

COMPENSATION AND
HUMAN CAPITAL MANAGEMENT:

Mr. McGuire, Chairperson
Mr. Bryant
Ms. Scarlett

•

Oversees significant matters pertaining to human capital management strategy, such as management succession planning and leadership development; recruitment, retention and engagement of employees; and labor-related matters

•

Reviews and approves corporate goals and objectives relevant to CEO compensation

•

Determines executive officer compensation (with an opportunity, if they so choose, for the independent directors to ratify CEO compensation) and recommends Board compensation for Board approval

•

Oversees overall compensation philosophy and principles for the general employee population

•

Establishes short-term and long-term incentive compensation programs for senior officers, approves all equity awards, and oversees our clawback policy

•

Oversees share ownership guidelines and holding requirements for Board members and senior officers

•

Oversees the performance evaluation process for senior officers

•

Reviews and discusses disclosure regarding executive compensation, including Compensation Discussion and Analysis and compensation tables (in addition to preparing the report on executive compensation for our proxy statement)

•

Selects and determines fees and scope of work of its compensation consultant

•

Oversees and evaluates the independence of its compensation consultant and other advisors

Dollar General Corp filed this DEF 14A on April 7, 2026.

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DATE	TIME	LOCATION

Thursday, May 28, 2026	8:00 a.m. Central Time	Virtual via live webcast at www.virtualshareholdermeeting.com/DG2026 (the “Annual Meeting Website”)

	• To elect as directors the nine nominees listed in the Proxy Statement

	• To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy Statement

	• To ratify the appointment of our independent registered public accounting firm for fiscal 2026

	• To vote upon three shareholder proposals, as described in the Proxy Statement, if properly presented at the annual meeting

	• To transact any other business that may properly come before the annual meeting and any adjournments of that meeting

Pay Element	Vehicle	Key Details
Base Salary	Cash	Reflects comparable positions in the competitive marketplace, recognizing performance, responsibilities and experience
Short-Term Incentive “Teamshare”	Cash	Adjusted EBIT (70%) Net Sales (20%) Strategic Objective (Project Elevate) (10%)
Long-Term Incentive*	RSUs (50%)	3-Year Ratable Vesting
Long-Term Incentive*	PSUs (50%)	Performance Metrics / Vesting Periods: 1-Year Adjusted EBITDA (50%) / 3-Year Ratable Vesting 3-Year Average Adjusted ROIC (50%) / 3-Year Cliff Vesting

	2026 Proposals			Board Recommendation
	Election of Directors Item 1 on the Ballot			For
	Advisory Vote to Approve Named Executive Officer Compensation Item 2 on the Ballot			For
	Ratification of Appointment of Auditors Item 3 on Ballot			For
	Shareholder Proposals Items 4-6 on the Ballot			Against

	SOLICITATION, MEETING AND VOTING INFORMATION					1
	ELECTION OF DIRECTORS (Item 1 on the Ballot)					4
	CORPORATE GOVERNANCE					11
	DIRECTOR COMPENSATION					18
	DIRECTOR INDEPENDENCE					20
	TRANSACTIONS WITH MANAGEMENT AND OTHERS					21
	EXECUTIVE COMPENSATION					22
	Compensation Discussion and Analysis					22
	Compensation Committee Report					32
	Summary Compensation Table					33
	Grants of Plan-Based Awards in Fiscal 2025					35
	Outstanding Equity Awards at 2025 Fiscal Year-End					36
	Option Exercises and Stock Vested During Fiscal 2025					38
	Pension Benefits Fiscal 2025					38
	Nonqualified Deferred Compensation Fiscal 2025					38

				By Order of the Board of Directors,

	Goodlettsville, Tennessee April 7, 2026			Christine L. Connolly Corporate Secretary

		COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE
		Oversees significant human capital management matters, primarily including employee recruitment, retention and engagement; labor matters; and compensation

		NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE
		Oversees corporate governance and significant corporate social responsibility and sustainability matters

		ANNUAL MEETING WEBSITE:
		www.virtualshareholdermeeting.com/DG2026
		See “Solicitation, Meeting and Voting Information” for instructions on how to participate in the annual meeting.

	Potential Payments Upon Termination or Change in Control					41
	Pay Versus Performance					50
	Pay Ratio Disclosure					54
	Compensation Committee Interlocks and Insider Participation					54
	Compensation Risk Considerations					54
	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (Item 2 on the Ballot)					55
	SECURITY OWNERSHIP					56
	Security Ownership of Certain Beneficial Owners					56
	Security Ownership of Officers and Directors					57
	AUDIT COMMITTEE REPORT					58
	FEES PAID TO AUDITORS					59
	RATIFICATION OF APPOINTMENT OF AUDITORS (Item 3 on the Ballot)					60
	SHAREHOLDER PROPOSALS (Items 4-6 on the Ballot)					61
	SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING					73

	MICHAEL M. CALBERT Age: 63 Director Since: 2007			Biography: Mr. Calbert 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 previously 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 January 2016 until February 2026 and from July 2007 until December 2008 and as our lead director from March 2013 until January 2016.
				Specific Experience, Qualifications, Attributes and Skills: Mr. Calbert has considerable experience in managing private equity portfolio companies and with corporate finance and strategic business planning activities. He 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 current and 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, previously serving as the chief financial officer of a retail company for two years and as a certified public accountant for 10 years.

	ANA M. CHADWICK Age: 54 Director Since: 2022			Biography: Ms. Chadwick most recently served as Senior Advisor of Insulet Corporation, a medical device company (September 2025 to February 2026). She previously served as Executive Vice President, Chief Financial Officer and Treasurer of Insulet (April 2024 to September 2025) and Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. (January 2021 to 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.


	GREGORY H. HICKS Age: 55 Nominee for election at the annual meeting			Biography: Mr. Hicks has served as President and Chief Executive Officer of Canadian Tire Corporation, Limited, a Canadian retail company, since March 2020. He also served as President, Canadian Tire Retail (March 2017 to March 2020), and Group Senior Vice President, Consumer Products & Retail Experience, Canadian Tire Retail (September 2013 to March 2017). Prior to rejoining Canadian Tire in 2013, Mr. Hicks served as President of Retail Audible (September 2012 to June 2013) and as Chief Operating Officer of TSC Stores LP (July 2006 to September 2012). He initially joined Canadian Tire in 2000 and held roles of increasing responsibility across merchandising, sourcing, marketing and operations until June 2006. Mr. Hicks has served as a director of Canadian Tire since March 2020 and previously served as a director of CT REIT from May 2018 to May 2021.
				Specific Experience, Qualifications, Attributes and Skills: Mr. Hicks brings over 25 years of senior leadership experience in large-scale, complex retail and consumer businesses. As President and CEO of Canadian Tire, he has led a multi-banner, omnichannel enterprise through periods of significant disruption and transformation. He has a strong background and extensive experience in many areas relevant to our business, including strategic planning, merchandising, owned brands, global sourcing, retail operations, loyalty and personalization, digital and data-enabled retail capabilities, and risk management.

	TIMOTHY I. MCGUIRE Age: 65 Director Since: 2018			Biography: Mr. McGuire has served as the Executive Chairman of Jump Plus Stores ULC, a Canadian chain of Apple Premium 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. 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: 65 Director Since: 2023			Biography: Mr. Rowland has served as our Chairman of the Board since February 2026. He 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 previously 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 and international experience along with deep financial, risk management and technology expertise. During his tenure at Accenture—one of the world’s largest technology and digital services organizations—Mr. Rowland advised clients on strategies for large, complex technology-based programs and played a central role in the company’s strategic planning, M&A strategy, and global human capital strategy and management, all of which provides substantial insight to our Board and Technology Committee.

	DEBRA A. SANDLER Age: 66 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 USA TODAY Co., Inc. (f/k/a 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. Her former leadership positions with Mars, Johnson & Johnson, and PepsiCo required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her time as CEO of Mavis Foods 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: 58 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 (April 2013 to June 2022) of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., 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.

	KATHLEEN M. SCARLETT Age: 62 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 previously 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: 64 Director Since: 2015			Biography: Mr. Vasos has served as our Chief Executive Officer since October 2023 when he returned to Dollar General after previously serving as our CEO from June 2015 to November 2022 and then 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 and as its lead independent director since January 2026.
				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.

				Independent Board Chairman Our Board of Directors is led by an independent Chairman who serves as a liaison between our Board and our CEO; approves Board meeting agendas; facilitates communication of annual evaluation feedback to our Board; and participates with the CHCM Committee in the annual CEO performance evaluation. This leadership structure allows our CEO to focus his time and energy on managing our business, while our Chairman devotes his time and attention to matters of Board oversight and governance. Our Board, however, recognizes that no single leadership model is right for all companies and at all times and will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders.
				Annual Evaluations and Board Succession Planning Our Board of Directors, its standing committees, and our individual non-employee directors are evaluated annually using a process approved by the NGCR Committee. Our Board has adopted a policy to seek input from an independent consultant as part of the evaluation process at least once every three years. The evaluation process utilizes written questionnaires and, when deemed appropriate, telephonic interviews to supplement written responses. The evaluations solicit feedback across key areas of performance, including Board and committee structure; meeting effectiveness; quality, timeliness and sufficiency of materials and information; access to and interactions with management and advisors; oversight of strategy, risks and key functional areas; Board culture and dynamics; director skills and experience; and individual director preparedness, engagement, communication, judgment and alignment with Dollar General’s purpose and strategic priorities. Our Board and each committee discuss the evaluation results, and each director is provided feedback with respect to his or her performance, all with the goal of enhancing effective Board leadership and oversight and informing director re-nomination decisions and succession planning.
				Regularly Scheduled Non-Management and Independent Director Sessions Opportunity is available at each quarterly Board meeting for separate executive sessions of the non-management directors (all of whom are currently independent). Mr. Rowland, as Chairman of the Board, presides over all executive sessions of the non-management and the independent directors.
				Shareholder Engagement To build and maintain relationships with shareholders and to ensure their perspectives are understood and considered by our Board of Directors, we conduct year-round investor relations outreach as well as focused outreach each fall dedicated to corporate governance, corporate responsibility and sustainability matters. We invited shareholders representing approximately 52% of our outstanding shares to participate in our focused outreach in 2025, and 46% of our outstanding shares chose to participate in these meetings. Mr. Calbert, who served as our Chairman of the Board at the time, led the engagement with shareholders representing approximately 28% of shares outstanding. For more information on our focused shareholder outreach efforts, please see “How does shareholder feedback affect decision-making” below.
				Annual CEO Performance Evaluations The CEO is annually evaluated under the leadership of the CHCM Committee and the Chairman of the Board. All independent directors are invited to provide input into this discussion.

Fiscal Year	Board Retainer ($)		Board Chairman Estimated Value of Equity Retainer ($)(1)		Audit Committee Chairperson Retainer ($)		CHCM Committee Chairperson Retainer ($)		NGCR Committee Chairperson Retainer ($)		Technology Committee Chairperson Retainer ($)		Estimated Value of Equity Award ($)(2)
2025		95,000		200,000		25,000		20,000		17,500		17,500		190,000
2026(3)		105,000		200,000		30,000		25,000		20,000		20,000		195,000

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Warren F. Bryant		95,000		203,166		4,484		302,650
Michael M. Calbert		95,000		392,919		10,805		498,724
Ana M. Chadwick		145,000		203,166		4,484		352,650
Timothy I. McGuire		115,000		203,166		4,484		322,650
David P. Rowland		131,875		203,166		4,484		339,525
Debra A. Sandler		112,500		203,166		4,484		320,150
Ralph E. Santana		95,000		203,166		4,484		302,650
Kathleen M. Scarlett		120,000		203,166		5,556		328,722

	Compensation Practice				Dollar General Policy
	Pay for performance				A significant portion of 2025 compensation, including our annual Teamshare cash incentive bonus program (“Teamshare”) and our performance share unit (“PSU”) equity awards, 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, the CHCM Committee assesses the risk of our compensation program.

	Adjusted EBITDA (2025)
Level*	Result v. Target (%)		Actual Result ($) (in billions)		PSUs Earned (% of Target)
Below Threshold		<90		<2.668		0
Threshold		90		2.668		50
Target		100		2.964		100
Maximum		110		3.261		200
2025 Results		118.9		3.524		200

Name	2025 PSUs Earned (Adjusted EBITDA)
Ms. E. Taylor		34,028
Ms. R. Taylor		34,028
Mr. Wenkoff		34,028

	Adjusted ROIC (2025-2027)
Level*	Result v. Target (%)		Actual Result (%)		PSUs Earned (% of Target)
Below Threshold		<94.4		<17.01		0
Threshold		94.4		17.01		50
Target		100.0		18.01		100
Maximum		102.8		18.51		200

	Adjusted ROIC (2023-2025)
Level*	Result v. Target (%)		Actual Result (%)		PSUs Earned (% of Target)
Below Threshold		<95.4		<20.59		0
Threshold		95.4		20.59		50
Target		100.0		21.59		100
Maximum		104.6		22.59		300
2023-2025 Results		85.1		18.38		0

Name and Principal Position(1)	Year		Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		All Other Compensation ($)(7)		Total ($)
Todd J. Vasos, Chief Executive Officer		2025		1,608,395		—		—		—		6,020,167		534,635		8,163,197
		2024		1,400,054		—		—		—		214,849		537,454		2,152,357
		2023		652,461		—		—		7,952,550		—		375,106		8,980,117
Donny H. Lau, Executive Vice President & Chief Financial Officer		2025		230,777		900,000		6,107,125		—		309,729		18,709		7,566,340
Kelly M. Dilts, Former Executive Vice President & Chief Financial Officer		2025		465,450		—		5,619,899		—		—		40,524		6,125,873
		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, Chief Operating Officer		2025		866,533		—		5,874,901		—		1,282,017		118,368		8,141,819
		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
Rhonda M. Taylor, Executive Vice President & General Counsel		2025		769,991		—		5,619,899		—		1,059,828		155,877		7,605,595
		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
Carman R. Wenkoff, Executive Vice President & Chief Information Officer		2025		764,195		—		5,619,899		—		1,060,370		73,794		7,518,258
		2024		707,702		—		965,509		992,754		54,479		60,526		2,780,970
		2023		692,588		—		781,736		737,157		—		62,749		2,274,230
Steven R. Deckard, Former Executive Vice President, Strategy & Development		2025		601,065		—		5,058,025		—		—		2,030,269		7,689,359
		2024		695,860		—		965,509		992,754		53,712		112,300		2,820,135

Fiscal Year	Mr. Vasos ($)		Mr. Lau ($)		Ms. Dilts ($)		Ms. E. Taylor ($)		Ms. R. Taylor ($)		Mr. Wenkoff ($)		Mr. Deckard ($)
2025		—		3,053,562		5,619,899		5,619,899		5,619,899		5,619,899		5,058,025
2024		—		—		1,931,018		2,207,054		2,207,054		1,931,018		1,931,018
2023		—		—		413,971		2,759,179		2,759,179		2,345,209		—

Name	Company Match Contributions – 401(k) ($)		Company Match Contributions – CDP ($)		Company Contributions – SERP ($)		Premiums for Life Insurance Program ($)		Payments/ Accruals in Connection with Termination ($)(a)		Aggregate Incremental Cost of Providing Perquisites/Personal Benefits ($)(b)
Mr. Vasos		18,229		61,878		—		4,224		—		450,304
Mr. Lau		3,167		—		—		444		—		15,098
Ms. Dilts		14,472		8,960		—		1,225		—		15,867
Ms. E. Taylor		18,025		—		68,944		2,287		—		29,112
Ms. R. Taylor		17,610		20,884		98,996		2,034		—		16,353
Mr. Wenkoff		17,892		20,439		—		2,019		—		33,444
Mr. Deckard		12,292		—		—		1,570		2,000,000		16,407

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($)(1)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)(1)
Mr. Vasos		—		1,650,000		3,300,000		6,600,000		—		—		—		—		—
Mr. Lau		—		84,890		169,780		339,560		—		—		—		—		—
		12/08/2025		—		—		—		6,143		12,286		24,572		—		1,526,781
		12/08/2025		—		—		—		—		—		—		12,286		1,526,781
		12/08/2025		—		—		—		—		—		—		24,572		3,053,562
Ms. Dilts		—		309,375		618,750		1,237,500		—		—		—		—		—
		03/25/2025		—		—		—		17,014		34,027		68,054		—		2,809,950
		03/25/2025		—		—		—		—		—		—		34,027		2,809,950
Ms. E. Taylor		—		351,374		702,747		1,405,495		—		—		—		—		—
		03/25/2025		—		—		—		17,014		34,027		68,054		—		2,809,950
		03/25/2025		—		—		—		—		—		—		34,027		2,809,950
		12/08/2025		—		—		—		—		—		—		2,052		255,002
Ms. R. Taylor		—		290,477		580,953		1,161,906		—		—		—		—		—
		03/25/2025		—		—		—		17,014		34,027		68,054		—		2,809,950
		03/25/2025		—		—		—		—		—		—		34,027		2,809,950
Mr. Wenkoff		—		290,625		581,250		1,162,500		—		—		—		—		—
		03/25/2025		—		—		—		17,014		34,027		68,054		—		2,809,950
		03/25/2025		—		—		—		—		—		—		34,027		2,809,950
Mr. Deckard		—		290,625		581,250		1,162,500		—		—		—		—		—
		03/25/2025		—		—		—		15,313		30,625		61,250		—		2,529,013
		03/25/2025		—		—		—		—		—		—		30,625		2,529,013

			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		92,232(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		—		—		—		—
Mr. Lau		12/08/2025		—		—		—		—		—		—		24,572(6)		3,524,362
		12/08/2025		—		—		—		—		12,286(7)		1,762,181		—		—
		12/08/2025		—		—		—		—		24,572(8)		3,524,362		—		—
Ms. Dilts		—		—		—		—		—		—		—		—		—
Ms. E. Taylor		03/22/2017		4,508(9)		—		70.68		03/22/2027		—		—		—		—
		03/21/2018		6,583(9)		—		92.98		03/21/2028		—		—		—		—
		03/20/2019		5,617(9)		—		117.13		03/20/2029		—		—		—		—
		03/17/2020		7,429(9)		—		154.53		03/17/2030		—		—		—		—
		12/01/2020		3,659(10)		—		219.84		12/01/2030		—		—		—		—
		03/16/2021		15,047(9)		—		193.55		03/16/2031		—		—		—		—
		03/15/2022		14,955(9)		4,984(9)		214.25		03/15/2032		—		—		—		—
		03/28/2023		8,015(9)		8,014(9)		208.13		03/28/2033		—		—		—		—
		03/27/2024		6,505(9)		19,512(9)		154.21		03/27/2034		—		—		—		—
		03/27/2024		—		—		—		—		—		—		3,578(11)		513,193
		03/25/2025		—		—		—		—		34,028(12)		4,880,636		34,026(6)		4,880,349
		03/25/2025		—		—		—		—		34,027(13)		4,880,493		—		—
		12/08/2025		—		—		—		—		2,052(7)		294,318		—		—
Ms. R. Taylor		03/20/2019		5,617(9)		—		117.13		03/20/2029		—		—		—		—
		03/17/2020		22,287(9)		—		154.53		03/17/2030		—		—		—		—
		03/16/2021		18,519(9)		—		193.55		03/16/2031		—		—		—		—
		03/15/2022		14,955(9)		4,984(9)		214.25		03/15/2032		—		—		—		—
		03/28/2023		8,015(9)		8,014(9)		208.13		03/28/2033		—		—		—		—
		03/27/2024		6,505(9)		19,512(9)		154.21		03/27/2034		—		—		—		—
		03/27/2024		—		—		—		—		—		—		3,578(11)		513,193
		03/25/2025		—		—		—		—		34,028(12)		4,880,636		34,026(6)		4,880,349
		03/25/2025		—		—		—		—		34,027(13)		4,880,493		—		—

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		482,518		61,878		70,658		1,122,817
Mr. Lau		3,333		—		(1)		3,332
Ms. Dilts		23,273		8,960		87,199		686,055
Ms. E. Taylor		—		68,944		321,615		3,517,263
Ms. R. Taylor		38,500		119,880		502,375		3,740,151
Mr. Wenkoff		119,572		20,439		190,547		1,522,871
Mr. Deckard		—		—		253,266		3,069,902

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 ($)		Change in Control With Qualifying Termination or After 2023 Retirement ($)
Equity Vesting Due to Event		6,525,000		6,525,000		—		6,525,000		6,525,000		6,525,000
Cash Severance		6,020,167		—		9,900,000		9,900,000		6,020,167		15,920,167
Health Payment		—		—		35,205		35,205		—		35,205
Outplacement(2)		—		—		14,900		14,900		—		14,900
Life Insurance Proceeds		4,000,000		—		—		—		—		—
Total		16,545,167		6,525,000		9,950,105		16,475,105		12,545,167		22,495,272

Item	Payments in Connection with Termination ($)
Equity Vesting Due to Event		—
Cash Severance		3,609,467
Health Payment		32,751
Outplacement(1)		14,900
Total		3,657,118

Name/Item	Death ($)(1)		Disability ($)(1)		Retirement ($)(2)		Involuntary Without Cause or Voluntary With Good Reason ($)(3)		Change in Control With Qualifying Termination ($)(4)
Mr. Lau
Equity Vesting Due to Event(5)		5,580,240		5,580,240		—		—		5,433,391
Cash Severance		309,729		—		—		1,600,000		1,600,000
Health Payment		—		—		—		35,019		35,019
Outplacement(6)		—		—		—		14,900		14,900
Life Insurance Proceeds		2,000,000		—		—		—		—
Total		7,889,969		5,580,240		—		1,649,919		7,083,310
Ms. E. Taylor
Equity Vesting Due to Event(5)		12,024,358		12,024,358		—		—		8,770,649
Cash Severance		1,282,017		—		—		1,997,194		1,997,194
Health Payment		—		—		—		23,880		23,880
Outplacement(6)		—		—		—		14,900		14,900
Life Insurance Proceeds		2,375,000		—		—		—		—
Total		15,681,375		12,024,358		—		2,035,973		10,806,622
Ms. R. Taylor
Equity Vesting Due to Event(5)		11,730,040		11,730,040		5,222,860		—		8,476,331
Cash Severance		1,059,828		—		—		1,608,645		1,608,645
Health Payment		—		—		—		35,019		35,019
Outplacement(6)		—		—		—		14,900		14,900
Life Insurance Proceeds		1,937,000		—		—		—		—
Total		14,726,868		11,730,040		5,222,860		1,658,564		10,134,894
Mr. Wenkoff
Equity Vesting Due to Event(5)		11,687,202		11,687,202		5,180,118		—		8,433,493
Cash Severance		1,060,370		—		—		1,609,467		1,609,467
Health Payment		—		—		—		35,019		35,019
Outplacement(6)		—		—		—		14,900		14,900
Life Insurance Proceeds		1,938,000		—		—		—		—
Total		14,685,572		11,687,202		5,180,118		1,659,386		10,092,879

													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)
2025		8,163,197		—		19,500,388		—		7,441,208		11,382,792		79.72		208.90		1,512,311		2,486,710
2024		2,152,357		—		(5,684,648)		—		3,008,473		657,061		38.63		189.66		1,125,253		1,863,111
2023		8,980,117		6,912,197		(2,056,638)		(24,320)		2,255,670		(464,265)		72.32		136.08		1,661,274		2,597,313
2022		15,621,406		12,032,684		34,630,029		15,272,360		3,512,266		6,376,349		119.20		120.37		2,415,989		3,590,529
2021		16,618,873		—		30,774,890		—		3,891,597		6,426,452		105.81		118.71		2,399,232		3,455,592