Donny H. Lau
DOLLAR GENERALAbout Donny H. Lau
Donny H. Lau (age 46) is Executive Vice President and Chief Financial Officer of Dollar General, effective October 20, 2025. He previously served as CFO of Zaxby’s Franchising (Jul 2023–Oct 2025) and, earlier, held multiple leadership roles at Dollar General (2017–2023) including SVP, Finance & Chief Strategy Officer; SVP, Chief Strategy Officer; VP, Investor Relations & Corporate Strategy; and VP, Strategy & Corporate Development. Prior roles include finance/strategy positions at Yum! Brands (2011–2017) and investment banking at Morgan Keegan and Morgan Joseph. Dollar General’s incentive programs emphasize adjusted EBIT, net sales, adjusted EBITDA, and adjusted ROIC—contextual metrics for pay and performance alignment disclosed in the most recent proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dollar General | EVP & CFO | Oct 2025–present | Senior financial leadership overseeing capital allocation, performance management, investor relations (as CFO) |
| Zaxby’s Franchising LLC | Chief Financial Officer | Jul 2023–Oct 2025 | Led finance at multi-unit restaurant franchisor |
| Dollar General | SVP, Finance & Chief Strategy Officer | Apr 2023–Jul 2023 | Oversaw corporate strategy and finance initiatives |
| Dollar General | SVP, Chief Strategy Officer | Sep 2022–Apr 2023 | Drove enterprise strategy |
| Dollar General | VP, Investor Relations & Corporate Strategy | Oct 2019–Sep 2022 | Led IR and strategy, external communications to investors |
| Dollar General | VP, Strategy & Corporate Development | Mar 2017–Oct 2019 | Corporate development and strategic projects |
| Yum! Brands, Inc. | Finance/IR/Corporate Strategy roles | 2011–2017 | Financial planning, IR, and strategy across global QSR operations |
| Morgan Keegan & Company | Vice President, Investment Banking | 2010–2011 | M&A and capital markets advisory |
| Morgan Joseph | Vice President, Investment Banking | 2004–2010 | M&A and capital markets advisory |
External Roles
No public company board or external directorships disclosed in company filings.
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $800,000 annually (subject to annual adjustment) |
| Target Annual Bonus | 75% of base salary for fiscal 2025; payout pro-rated for time served in FY2025; performance criteria set by CHCM Committee |
| Cash Sign-on | $900,000 lump sum upon hire; repayable if voluntary departure within two years |
| FY2025 Equity Award | $2.5 million aggregate value: 50% RSUs vesting ratably over 3 years; 50% PSUs with a 3-year performance period (FY2025–FY2027) based on adjusted ROIC, cliff vesting after performance period to extent earned |
| Special Inducement Equity | $2.5 million RSUs vesting 50% on the second and third anniversaries of grant |
Performance Compensation
Annual Bonus (Teamshare) – FY2025 Structure
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBIT | 70% | Not disclosed | N/A | N/A | Annual cash, subject to program and CHCM certification |
| Net Sales | 20% | Not disclosed | N/A | N/A | Annual cash, subject to program and CHCM certification |
| Strategic Objective | 10% | Not disclosed | N/A | N/A | Annual cash, subject to program and CHCM certification |
Notes:
- FY2025 caps maintained at 200% for Teamshare; program differentiates short- vs long-term metrics and adds a strategic objective component.
Long-Term Incentives for Lau (granted for FY2025)
| Instrument | Metric | Performance Horizon | Vesting |
|---|---|---|---|
| RSUs (50% of FY2025 award) | N/A | Service-based | Ratable over 3 years |
| PSUs (50% of FY2025 award) | Adjusted ROIC | 3-year (FY2025–FY2027) | Cliff vest after period, to extent earned |
| Special Inducement RSUs ($2.5M) | N/A | Service-based | 50% on 2nd anniversary; 50% on 3rd anniversary |
Program context (company-wide design reference):
- 2024 programs used adjusted EBIT and net sales for Teamshare and adjusted EBITDA/adjusted ROIC for PSUs; 2025 retains PSUs and replaces options with RSUs, emphasizing retention and performance amid volatility.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (initial) | 2,951 common shares, direct (Form 3 as of Oct 27, 2025) |
| Derivative Securities at Appointment | None reported on Form 3 Table II |
| Upcoming Award Design | FY2025: $2.5M split RSUs/PSUs; plus $2.5M inducement RSUs (see Fixed Compensation) |
| Vested vs Unvested | Not disclosed at appointment; future vesting per schedules above |
| Pledging/Hedging | Prohibited for officers (no pledging, no margin accounts; anti-hedging) |
| Ownership Guidelines | EVP multiple: 3x base salary; must hold 50% of net after-tax shares until guideline met; 5-year compliance window |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Form | Executive Vice President Employment Agreement (effective upon start date; form previously filed Apr 8, 2024) |
| Term/Expiration | Through March 31, 2027, unless earlier terminated; automatic month-to-month extensions for up to six months unless notice or specified conditions apply |
| Business Protections | Non-competition, non-solicitation, non-interference, non-disparagement, confidentiality; facilitates clawback policy |
| Severance (Without Cause/Good Reason/Non-renewal within window) | - 24 months base salary (paid per agreement timing/form) - Lump sum = 2x (average % of target bonus over prior 2 FYs) × (target bonus level × base salary) - Lump sum = 2x annual employer contribution for medical/pharmacy/dental/vision benefits - One year outplacement services (or until re-employed) |
| Change-in-Control (Equity) | Executive equity awards include double-trigger vesting upon change in control |
| Clawback | Company policy requires recovery of erroneously awarded incentive compensation upon a required financial restatement, regardless of culpability |
| Hedging/Pledging | Prohibited as noted above |
| Related Party Transactions | None planned/disclosed for officers/directors in 2024–2025 period per proxy |
Performance & Track Record
- Appointment rationale: Company cited Lau’s deep familiarity with Dollar General’s business and culture from prior 2017–2023 tenure and his “impressive financial leadership and experience.”
- Company performance context (for pay program calibration): In 2024, Dollar General achieved adjusted EBIT of $1.863B (71.9% of target) and net sales of $40.612B (98.4% of target); adjusted EBITDA of $2.827B (79.7% of target) and adjusted ROIC of 20.28% (88.4% of target) resulted in no PSU earnouts for those tranches.
Compensation Structure Analysis
- Mix tilt in 2025 toward RSUs (replacing options) with continued PSUs aligns retention and performance given macro/internal volatility; capped payouts at 200% persist across plans.
- CFO-specific package includes two sizable equity blocks: (1) FY2025 RSUs/PSUs ($2.5M) and (2) inducement RSUs ($2.5M) vesting in two- and three-year horizons, creating meaningful retention hooks and deferring liquidity.
- Annual bonus metrics further diversified for 2025 (70% adjusted EBIT/20% net sales/10% strategic objective), better aligning near-term performance drivers.
- Governance safeguards include robust clawback and anti-hedging/pledging policies; equity awards are double-trigger under change-in-control.
Risk Indicators & Red Flags
- Large sign-on and inducement equity are meaningful but service-based schedules and long vesting reduce near-term selling pressure risk.
- No pledging allowed; hedging prohibited (mitigates alignment risks).
- No related-party transactions disclosed; severance is formulaic (2x base and benefits components), consistent with market practice for EVP-level roles.
Investment Implications
- Retention and alignment: The $5.0M aggregate RSU/PSU package with multi-year vesting reduces near-term selling pressure and aligns Lau with medium-term value creation, particularly on adjusted ROIC outcomes.
- Pay-for-performance: 2025 bonus and PSU structures maintain strict performance orientation with diversified metrics and capped payouts, limiting windfalls and emphasizing profitability/returns.
- Governance quality: Double-trigger equity, clawback enforcement, and anti-hedging/pledging policies mitigate shareholder alignment risks.
- Execution focus: Lau’s prior DG strategy/IR experience plus external CFO tenure should support capital discipline and investor communication as metrics shift toward EBIT, sales, and ROIC in 2025 programs.