Ana M. Chadwick
DOLLAR GENERALAbout Ana M. Chadwick
Ana M. Chadwick (age 53) has served on Dollar General’s Board since 2022 and is an independent director. She is EVP, CFO & Treasurer of Insulet Corporation (since April 2024), and previously CFO of Pitney Bowes, with 30+ years in finance, audit, banking, and risk management at GE across Latin America and global units. She brings deep financial expertise and international experience supporting DG’s expansion into Mexico.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insulet Corporation | EVP, CFO & Treasurer | Apr 2024–present | Public-company CFO with finance and risk oversight; treasury responsibilities |
| Pitney Bowes Inc. | EVP & CFO | Jan 2021–Apr 2024 | Led enterprise finance transformation |
| GE Capital Global Legacy Solutions | President & CEO; previously CFO & COO | Mar 2019–Jan 2021 (P&CEO); Feb 2016–Feb 2019 (CFO/COO) | Led wind-down/restructuring portfolios; risk management |
| GE Capital Americas | Controller | Sep 2014–Jan 2016 | Financial controls and reporting |
| GE Capital Energy Financial Services | CFO | Jul 2010–Aug 2014 | Project finance; capital allocation |
| GE Capital (Latin America/Europe) | CFO roles; COO (Global Banking—Latin America) | Dec 2003–Jun 2010 | Grew businesses in Latin America; operational risk and finance leadership |
External Roles
| Company | Role | Public Board? | Tenure |
|---|---|---|---|
| Insulet Corporation | EVP, CFO & Treasurer | No (management role) | Apr 2024–present |
| Pitney Bowes Inc. | EVP & CFO | No (management role) | Jan 2021–Apr 2024 |
| Other public boards | — | None disclosed | — |
Board Governance
- Committee assignments: Audit Committee Chair; members include Bryant, Rowland, Sandler. As Chair, she oversees financial reporting, auditor selection, ERM (including cybersecurity), internal audit, related-party transaction review, and legal matters impacting financial statements.
- Audit committee financial expert: Board determined Ms. Chadwick is an audit committee financial expert (independent under NYSE and SEC rules).
- Independence: Board affirmed she is independent; only the CEO is non-independent.
- Attendance: In 2024, Board met 5 times; Audit met 5; CHCM 8; NGCR 4. Each incumbent director attended at least 75% of Board and applicable committee meetings. Policy expects directors to attend the annual meeting; all directors serving at the time attended the 2024 meeting.
- Board leadership and engagement: Independent Chairman (Michael Calbert) leads executive sessions at each quarterly Board meeting; structured shareholder outreach (Chair engaged with holders representing ~31% of shares in 2024).
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 95,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | 25,000 | Committee chair fee |
| Ad hoc Demand Review Committee retainer | 25,000 | One-time, payable in three installments |
| Total cash fees earned | 145,000 | Sum of above |
Performance Compensation
| Equity Element | Grant/Status | Amount/Units | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant | May 28, 2024 | $185,805 (grant-date fair value) | Vests on first anniversary; directors may elect deferral; dividend equivalents accrue on unvested RSUs |
| Unvested RSUs outstanding (as of Jan 31, 2025) | Outstanding | 1,333 units (incl. dividend equivalents) | Standard annual RSUs with one-year vest schedule |
Notes:
- DG’s director equity is time-based RSUs; no options or PSUs for directors; no meeting fees disclosed; directors can defer up to 100% of cash fees and RSU settlement under the Non-Employee Director Deferred Compensation Plan.
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | None disclosed for Ms. Chadwick in DG proxy’s composition matrix |
| Compensation committee interlocks | None applicable to Ms. Chadwick (she is not on CHCM; committee interlocks disclosure lists others; no insider participation) |
| Overboarding | Board confirmed all nominees comply with its overboarding policy; Ms. Chadwick included. |
Expertise & Qualifications
- Finance, audit, and risk: 30+ years across GE and public-company CFO roles; leads large global teams; experience in divestitures, restructurings, and joint ventures; brings disciplined perspective to Audit and Board oversight.
- International perspective: Lived and worked in Latin America; supports DG’s Mexico expansion and diverse U.S. customer base.
- Audit oversight: Chairs Audit; Board conducts cybersecurity education and quarterly reviews of risk dashboards.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of Mar 20, 2025) | 3,094 shares; Ms. Chadwick shares voting/investment power over 120 shares with spouse |
| Ownership as % of shares outstanding | Less than 1% (DG had 219,947,078 shares outstanding) |
| RSUs/PSUs settleable within 60 days | 2,974 RSUs (settleable within 60 days) |
| Unvested RSUs outstanding | 1,333 units (incl. dividend equivalents) |
| Pledging/hedging | Prohibited for Board members; company policy bans pledging, margin, and hedging transactions. |
| Director ownership guidelines | 5x annual cash retainer; acquire within five years; 100% of after-tax shares retained until guideline met; as of Jan 31, 2025, all non-employee directors except Mr. Santana were in compliance or grace period. |
Governance Assessment
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Strengths
- Independent Audit Chair and audit committee financial expert; robust ERM and cybersecurity oversight.
- Strong finance/risk background aligns with DG’s current challenges; international expertise supports Mexico strategy.
- Clear director ownership guidelines and anti-hedging/pledging policy; equity alignment via annual RSUs with holding requirements.
- Documented shareholder engagement and independent Board leadership; recurring executive sessions.
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Compensation and alignment
- Director pay mix is balanced: cash retainers plus annual RSUs; no options; ability to defer supports long-term alignment.
- Ms. Chadwick’s FY2024 cash ($145k) and RSU grant ($185,805) are consistent with chair responsibilities and DG’s market benchmarking.
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Independence, attendance, engagement
- Independent director; Board confirmed independence; attended ≥75% of meetings; Audit met five times in 2024; policy to attend annual meeting met by directors.
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Potential conflicts and risk indicators
- Related-party transactions: None over $120,000 involving directors/officers in 2024/2025.
- Litigation: Ms. Chadwick is among directors named in consolidated shareholder derivative actions alleging fiduciary duty breaches (cases stayed pending related securities litigation). Monitoring recommended; current posture is stay pending motion outcomes.
- Say-on-Pay signal: 2024 advisory vote support was 72.8%; Board conducted outreach and adjusted executive pay structures for 2025 (not director pay), indicating responsiveness to investor feedback.
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Bottom line
- As Audit Chair and financial expert, Chadwick strengthens Board oversight of reporting and risk. No disclosed related-party conflicts; alignment through equity and ownership guidelines. Litigation naming the Board presents governance risk to monitor; overall independence and committee structure mitigate concerns.