David P. Rowland
DOLLAR GENERALAbout David P. Rowland
Independent director of Dollar General (DG) since 2023; age 64. Former Executive Chairman, Interim CEO, and CFO of Accenture plc, bringing deep finance, risk management, technology transformation, M&A, and global human capital experience. Determined independent under NYSE standards; designated an Audit Committee financial expert and serves on DG’s Audit Committee. Tenure on DG Board: 2023–present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Executive Chairman | Sep 2019–Sep 2021 | Led board oversight and strategy for a global technology services leader |
| Accenture plc | Interim CEO | Jan 2019–Sep 2019 | Steered large-scale technology and digital programs; client strategy engagement |
| Accenture plc | Chief Financial Officer | Jul 2013–Jan 2019 | Finance leadership, risk management, capital allocation |
| Accenture plc | SVP, Finance | Sep 2006–Jul 2013 | Global finance leadership roles |
| Accenture/Predecessor | Consulting & finance roles | Jul 1983–Sep 2006 | Increasing responsibility in consulting and finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accenture plc | Director | Jan 2019–Sep 2021 | Prior public-company directorship; no current outside public boards disclosed for Rowland at DG |
Board Governance
- Committees: Audit Committee member; Audit Committee financial expert designation .
- Independence: Board affirmatively determined independence (NYSE and DG standards) .
- Attendance: Board (5 meetings), Audit (5), CHCM (8), NGCR (4) in 2024; each incumbent director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Special engagement: One-time service on ad hoc Demand Review Committee (retainer paid) .
- Share ownership guidelines: Non-employee directors must hold 5x annual cash retainer within 5 years; retain 100% of net after-tax shares until compliant; as of Jan 31, 2025, all non-employee directors except Santana were compliant or within grace period .
- Related-party oversight: Audit Committee reviews related-party transactions per policy; none >$120,000 in 2024 or proposed for 2025 .
- Risk oversight context: Audit Committee oversees ERM and cybersecurity; board conducts executive sessions and annual evaluations; strong shareholder engagement (72.8% Say‑on‑Pay support in 2024) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $120,000 | Includes $95,000 Board retainer and $25,000 ad hoc committee retainer (paid in three installments) |
| Stock Awards (RSUs grant-date fair value) | $185,805 | Annual RSU grant on May 28, 2024; scheduled one-year vest, subject to accelerated vesting conditions |
| All Other Compensation | $3,683 | Dividend equivalents on unvested RSUs |
| Total | $309,488 | Sum of components |
Program structure reference:
- Standard annual Board cash retainer: $95,000; estimated value of equity award: $190,000; Chair equity retainer (not applicable to Rowland): $200,000 .
- RSUs vest on first anniversary of grant; directors may elect deferral; cash fees may be deferred under Director Deferred Compensation Plan .
Performance Compensation
- Directors receive time-based RSUs; no performance metrics tied to director equity awards (PSUs and operating metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Overlap with DG stakeholders | Potential interlock/conflict |
|---|---|---|
| Accenture plc (prior) | None disclosed specific to DG | No DG-related interlock disclosed |
Expertise & Qualifications
- Financial leadership: Former CFO/SVP Finance; designated Audit Committee financial expert .
- Technology and digital programs: Led large, complex technology transformations at a global scale .
- Strategy/M&A/human capital: Directed strategic planning, M&A strategy, and global workforce management .
- International experience: Led in a global organization serving many of the largest companies worldwide .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 2,570 | As of March 20, 2025 record date |
| Ownership as % of shares outstanding | <1% | “*” denotes less than 1% of class |
| RSUs/PSUs settleable within 60 days (Mar 20, 2025) | 2,510 shares (RSUs) | RSUs and earned PSUs settleable within 60 days; Rowland has 2,510 RSUs; options not listed for Rowland |
| Unvested RSUs outstanding (Jan 31, 2025) | 1,333 | Includes additional RSUs from dividend equivalents |
| Pledged or hedged shares | Prohibited | DG policy prohibits hedging/pledging by directors |
| Director ownership guideline | 5x annual cash retainer | Compliance or grace period status met as of Jan 31, 2025 |
Governance Assessment
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Strengths:
- Independent director with audit financial expert designation; sits on Audit Committee overseeing ERM and cybersecurity—a strong fit for DG’s risk profile .
- Robust engagement signals: service on ad hoc Demand Review Committee; adherence to director ownership guidelines; prohibition on hedging/pledging aligns incentives .
- Attendance and governance processes (executive sessions, annual evaluations); clear related-party transaction policy and no >$120k related-party transactions in 2024/2025 .
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Watch items / RED FLAGS:
- Litigation overhang: Rowland was named among defendants in one shareholder derivative action (Silva); the consolidated federal derivative actions were later stayed pending the securities litigation motion to dismiss and Silva was voluntarily dismissed—still a reputational risk to monitor .
- Say‑on‑Pay sentiment: 72.8% support in 2024 reflects investor scrutiny of DG’s pay-for-performance—board responsiveness will remain important for investor confidence .
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Implications:
- Rowland’s finance/technology background strengthens Audit oversight and digital risk governance; ownership alignment and independence support investor confidence.
- Continue monitoring litigation status and shareholder feedback trends; ensure clear disclosure of director engagement and oversight actions to mitigate governance risk .