Debra A. Sandler
DOLLAR GENERALAbout Debra A. Sandler
Debra A. Sandler (age 65) has served on Dollar General’s Board since 2020. She is President & CEO of La Grenade Group, LLC, and previously held senior leadership roles at Mars, Johnson & Johnson, and PepsiCo. She is an independent director, identified as an Audit Committee financial expert, and currently chairs the Nominating, Governance & Corporate Responsibility (NGCR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| La Grenade Group, LLC | President & CEO | Since Sep 2015 | Marketing consultancy; consumer health and wellness focus |
| Mavis Foods, LLC | Chief Executive Officer | Apr 2018–Dec 2024 | Startup founded by Sandler; ceased commercial ops Dec 2024 |
| Mars, Inc. | Chief Health & Wellbeing Officer; President, Chocolate North America; Chief Consumer Officer, Chocolate | Jul 2014–Jul 2015; Apr 2012–Jul 2014; Nov 2009–Mar 2012 | Led well-known consumer brands; operating, marketing leadership |
| Johnson & Johnson (McNeil Nutritionals LLC) | Worldwide President | 1999–2009 | Led a fully integrated business unit within J&J Consumer Group |
| PepsiCo, Inc. | Various marketing roles | 13 years starting 1985 | Consumer marketing across categories; brand-building experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Keurig Dr Pepper Inc. | Director | Mar 2021 | Current public company directorship |
| Archer Daniels Midland Company | Director | May 2016 | Current public company directorship |
| Gannett Co., Inc. | Director | Jun 2015 | Current public company directorship |
Board Governance
- Committee assignments:
- Audit Committee: Member; designated Audit Committee financial expert .
- Compensation & Human Capital Management (CHCM): Not a member (members are McGuire, Bryant, Scarlett) .
- Nominating, Governance & Corporate Responsibility (NGCR): Chair .
- Independence: Board affirmatively determined Sandler is independent under NYSE and company standards .
- Attendance and engagement:
- 2024 meetings held: Board (5), Audit (5), CHCM (8), NGCR (4); each incumbent director attended at least 75% of meetings of the Board and committees on which they served .
- Annual Meeting policy: All directors should attend; all Board members at the time attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Michael Calbert) and regular independent director executive sessions each quarterly meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $95,000 | Standard director program |
| Committee chair fee (NGCR) | $17,500 | NGCR Chair retainer |
| Total cash fees (2024) | $112,500 | Sandler’s actual cash fees earned |
| All other comp (dividend equivalents) | $2,847 | Dividend equivalents on unvested RSUs |
Program notes:
- Director equity retainer (Chairman additional RSU value $200,000; standard director RSUs estimated $190,000) with one-year vest; directors may elect deferral of RSUs; cash fees may be deferred under the Non-Employee Director Deferred Compensation Plan .
Performance Compensation
| Equity Award | Grant Date | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | May 28, 2024 | $185,805 | Vests on first anniversary of grant; subject to accelerated vesting conditions | Directors can defer receipt; awarded under 2021 Stock Incentive Plan |
- No performance metrics are tied to director equity; RSUs are time-based (not PSUs/options) for non-employee directors .
Other Directorships & Interlocks
| External Board | Overlap With DG Stakeholders | Potential Interlock Notes |
|---|---|---|
| Keurig Dr Pepper Inc. | Beverage supplier industry | No related-party transactions disclosed by DG; Audit Committee oversees such reviews |
| Archer Daniels Midland Company | Food/agri supply chain | No related-party transactions disclosed by DG; policy requires committee review |
| Gannett Co., Inc. | Media | No related-party transactions disclosed by DG |
- Overboarding: Board stated nominees comply with Corporate Governance Guidelines overboarding policy .
Expertise & Qualifications
- Consumer brand leadership and operating experience across Mars, J&J, PepsiCo; expertise in consumer behavior and evolving retail environment .
- E-commerce, strategic planning, financial experience from launching Mavis Foods .
- Public company board experience (KDP, ADM, Gannett) adds governance perspective .
- Audit Committee financial expert designation .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 3,428 | As of proxy reference date; rounded |
| Ownership as % of shares outstanding | ~0.0016% | Calculated using 219,947,078 shares outstanding as of Mar 20, 2025 |
| Unvested RSUs outstanding | 1,333 | Includes dividend equivalents credited; as of Jan 31, 2025 |
| Stock ownership guidelines | 5x annual cash retainer; retain 100% of net after-tax shares until target met | Directors must reach guideline within five years |
| Compliance status | In compliance or within grace period | All non-employee directors except Mr. Santana were either compliant or within grace period as of Jan 31, 2025 |
| Hedging/pledging | Prohibited for Board members | Hedging and pledging prohibitions in policy |
Governance Assessment
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Strengths:
- Independent director; chairs NGCR and serves on Audit; designated Audit Committee financial expert—enhances governance, ESG oversight, and financial reporting oversight .
- Solid attendance framework (Board/committees) and annual meeting participation; active shareholder engagement overseen by NGCR .
- Alignment via RSU-based equity and ownership guidelines with holding requirements; hedging/pledging prohibited .
- No related-party transactions with directors in 2024/2025—reduces conflict risk .
-
Risks/Red Flags:
- Named as a defendant in consolidated shareholder derivative litigation alleging fiduciary duty breaches (stayed pending securities litigation motion to dismiss); potential governance optics risk despite stay and unresolved claims .
- Multiple external public boards—Board asserts compliance with overboarding policy, but multi-board responsibilities warrant monitoring for time allocation; NGCR evaluates continued membership under changed circumstances .
-
Compensation mix signals:
- Director pay structure is balanced (cash retainer + RSUs), with modest chair retainer; no option awards or performance metrics for directors; dividend equivalents minimal ($2,847) .
-
Independence & engagement:
- Affirmed independence and committee independence; regular executive sessions led by independent Chairman .
Overall, Sandler’s governance profile reflects independence, committee leadership in NGCR, and audit expertise, with no related-party exposures reported; the pending derivative litigation naming her is a notable investor-confidence consideration until resolved .