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

About this DEF 14A

Dollar General Corp (DG)

DEF 14A 2025-04-08 For: 2025-05-29

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Added on June 12, 2026

Name of
Committee & Members

Committee Functions

AUDIT:

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

Reviews internal audit activities, projects and budget

•

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

•

Discusses with our general counsel legal matters having an impact on financial statements

•

Furnishes the committee report required in our proxy statement

COMPENSATION AND
HUMAN CAPITAL MANAGEMENT:

Mr. McGuire, Chairperson
Mr. Bryant
Ms. Scarlett

•

Oversees significant matters pertaining to human capital management strategy, primarily including management succession planning; recruitment, retention and engagement of employees; and labor-related matters

•

Reviews and approves corporate goals and objectives relevant to CEO compensation

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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

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Oversees overall compensation philosophy and principles for the general employee population

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Establishes short-term and long-term incentive compensation programs for senior officers and approves all equity awards

•

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

•

Oversees the performance evaluation process for senior officers

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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 8, 2025.

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DATE	TIME	LOCATION

Thursday, May 29, 2025	8:00 a.m. Central Time	Virtual via live webcast at www.virtualshareholdermeeting.com/DG2025 (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 2025

	• To vote upon four 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

			Director Since (Calendar Year)		Committee Memberships
Name and Principal Occupation	Independent	Age	Director Since (Calendar Year)	Current Service on Other Public Boards	A	C	N
Warren F. Bryant Retired Chairman, President & CEO, Longs Drug Stores Corporation		79	2009
Michael M. Calbert Chairman, Dollar General Corporation Retired Member, KKR & Co. L.P.		62	2007	• PVH Corp.
Ana M. Chadwick EVP, CFO & Treasurer, Insulet Corporation		53	2022
Timothy I. McGuire Executive Chairman, Jump Plus Stores ULC		64	2018
David P. Rowland Retired Executive Chairman, Accenture plc		64	2023
Debra A. Sandler President & CEO, La Grenade Group, LLC		65	2020	• Keurig Dr Pepper Inc. • Archer Daniels Midland Company • Gannett Co., Inc.
Ralph E. Santana CEO, Recteq Grills		57	2018
Kathleen M. Scarlett Senior EVP, Human Resources & Corporate Affairs, Best Buy Co., Inc.		61	2024
Todd J. Vasos		63	2015	• KeyCorp
CEO, Dollar General Corporation


AUDIT COMMITTEE	COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE	NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE
Oversees financial reporting matters and enterprise risk management, including cybersecurity	Oversees significant human capital management matters, primarily including employee recruitment, retention and engagement; labor matters; and compensation	Oversees corporate governance and significant corporate social responsibility and sustainability matters

Pay Element	Vehicle	2024 Metrics
Base Salary	Cash	Reflects comparable positions in the competitive marketplace, recognizing performance, responsibilities and experience
Short-Term Incentive	Cash	Adjusted EBIT (80%) Net Sales (20%)
Long-Term Incentive	Options (50%) Vest 25% annually over 4 years	Stock price
Long-Term Incentive	PSUs (50%) 3-year ratable vest (Adj. EBITDA) 3-year cliff vest (Adj. ROIC)	1-Year Adjusted EBITDA (50%) 3-Year Adjusted ROIC (50%)

				By Order of the Board of Directors,

	Goodlettsville, Tennessee April 8, 2025			Christine L. Connolly Corporate Secretary

	2025 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 4-7 on the Ballot			Against

		ANNUAL MEETING WEBSITE:
		www.virtualshareholdermeeting.com/DG2025
		See “Solicitation, Meeting and Voting Information” for instructions on how to participate in the annual meeting.

	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

	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

	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.

	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.

	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.

	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.

	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.

				Independent Board Chairman Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role, Mr. Calbert serves as a liaison between the Board and our CEO, approves Board meeting agendas, facilitates communication of annual evaluation feedback to the Board and to individual directors, and participates with the Compensation and Human Capital Management Committee (the “CHCM Committee”) in the annual CEO performance evaluation. This decision allows our CEO to focus his time and energy on managing our business, while our Chairman devotes his time and attention to matters of Board oversight and governance. Our Board, however, recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate to ensure it continues to be in the best interests of Dollar General and our shareholders.
				Annual Evaluations and Board Succession Planning Our Board of Directors, 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 annual evaluation process at least once every three years. The evaluation process utilizes written questionnaires and, when deemed appropriate, telephonic interviews to supplement written responses. Results of the Board and committee evaluations are reviewed by the Board and each committee, and each director is provided feedback with respect to his or her performance, all with the goal of enhancing effective Board leadership and oversight and informing director re-nomination decisions and succession planning.
				Annual CEO Performance Evaluations The CEO is annually evaluated under the leadership of the CHCM Committee and the Chairman of the Board. All independent directors are invited to provide input into this discussion.
				Regularly Scheduled Non-Management and Independent Director Sessions Opportunity is available at each quarterly Board meeting for separate executive sessions of the non-management directors (all of whom are currently independent). Mr. Calbert, as Chairman, presides over all executive sessions of the non-management and the independent directors.
				Shareholder Engagement To build and maintain relationships with shareholders and to ensure their perspectives are understood and considered by our Board of Directors, we conduct year-round investor relations outreach as well as focused outreach in the fall dedicated to corporate governance, social responsibility and sustainability matters. We invited shareholders representing approximately 66% of our outstanding shares to participate in our focused outreach in 2024. Approximately 56% of our outstanding shares chose to participate in these meetings, and our Chairman of the Board led the engagement with shareholders representing approximately 31% of shares outstanding. For more information on our focused shareholder outreach efforts, please see “How does shareholder feedback affect decision-making” below.

	Fiscal Year			Board Retainer ($)						Board Chairman Estimated Value of Equity Retainer ($)(1)						Audit Committee Chairperson Retainer ($)						CHCM Committee Chairperson Retainer ($)						NGCR Committee Chairperson Retainer ($)						Estimated Value of Equity Award ($)(2)
	2024					95,000						200,000						25,000						20,000						17,500						190,000

Name(1)	Fees Earned or Paid in Cash ($)(2)		Stock Awards ($)(3)		All Other Compensation ($)(4)		Total ($)
Warren F. Bryant		95,000		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

	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.

	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

	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

	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

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

Name and Principal Position(1)	Year		Salary ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		All Other Compensation ($)(6)		Total ($)
Todd J. Vasos, Chief Executive Officer		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

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		—

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

			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 ($)		Threshold (#)		Target (#)		Maximum (#)				Exercise or Base Price of Option Awards ($/Sh)(1)		Grant Date Fair Value of Stock and Option Awards ($)(2)
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

			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

	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

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

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

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

													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

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