Emily C. Taylor
DOLLAR GENERALAbout Emily C. Taylor
Emily C. Taylor is Executive Vice President and Chief Merchandising Officer (CMO) at Dollar General. She joined Dollar General in 1998 and has served as a named executive officer since at least fiscal 2022; effective June 1, 2023 her scope expanded to include inventory management, with a base salary increase reflecting the added responsibilities . Dollar General’s compensation program for NEOs links pay to performance through adjusted EBIT, net sales (short-term), and adjusted EBITDA and adjusted ROIC (long-term), with 2024 results yielding a 10.2% payout of target Teamshare bonuses on company performance of adjusted EBIT $1.863B (71.9% of target) and net sales $40.612B (98.4% of target) . The company’s pay-versus-performance table shows five-year linkage of compensation actually paid to TSR, net income, and adjusted EBIT, with 2024 cumulative TSR value of $49.38 (DG basis) and peer TSR $222.95 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dollar General | Executive Vice President & Chief Merchandising Officer | ≥2022–present | Scope expanded to include inventory management effective June 1, 2023; base salary increased to $800,000 reflecting added responsibilities |
| Dollar General | Merchandising leadership roles | 1998–2021 | Long-tenured merchandising executive; details not further disclosed in proxy |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $680,214 | $769,537 | $820,029 |
| Target Bonus % of Base (EVP) | 75% | 75% | 75% |
| Actual Teamshare Bonus ($) | $622,837 | $0 | $63,227 |
| Stock Awards ($, grant-date fair value) | $894,708 | $919,726 | $1,103,527 |
| Option Awards ($, grant-date fair value) | $947,988 | $867,222 | $1,134,570 |
| All Other Compensation ($) | $172,923 | $139,007 | $104,437 |
| Total Compensation ($) | $3,318,670 | $2,695,492 | $3,225,790 |
2024 “All Other Compensation” components for Emily C. Taylor included: 401(k) match $17,663, SERP company contribution $64,634, life insurance premium $1,756, and perquisites/personal benefits $20,384 .
Performance Compensation
Teamshare (Short-Term Cash Incentive)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBIT | 80% | $2.590B | $1.863B (71.9% of target) | 0% of this component (cliff target; below target = no payout) |
| Net Sales | 20% | $41.257B | $40.612B (98.4% of target) | Portion paid per plan; overall Teamshare payout = 10.2% of target |
Structure changes adopted in 2024 reduced the cap to 200% and added net sales to increase revenue focus; adjusted EBIT remains a cliff target to drive profitability .
Long-Term Equity Incentive (PSUs and Options)
| PSU tranche (grant) | Metric | Target | Actual/Status | Payout status | Vesting |
|---|---|---|---|---|---|
| 2024 PSUs (50%) | Adjusted EBITDA (FY2024) | ~$3.548B | $2.827B (79.7% of target) | Below target; no PSUs earned | |
| 2024 PSUs (50%) | Adjusted ROIC (FY2024–FY2026 avg) | 18.65% (3-year average target) | In-progress; no results disclosed yet | Earn-out contingent; payout curve 50%–200% (max) | Scheduled to vest April 1, 2027 if goals achieved (10) |
2024 grants for Emily included nonqualified stock options (time-based) and PSUs (performance-based):
| Grant date | All Other Option Awards (#) | Exercise price | Expiration | PSU Target (#) | PSU Threshold (#) | PSU Maximum (#) |
|---|---|---|---|---|---|---|
| Mar 27, 2024 | 26,017 | $154.21 | Mar 27, 2034 | 7,156 | 1,789 | 14,312 |
Option vesting standard: 25% per year on each of the first four anniversaries of the April 1 following grant date; PSUs vest per performance schedules (7) (10).
Equity Ownership & Alignment
- Beneficial ownership: 73,132 shares for Emily C. Taylor; less than 1% of class as of March 20, 2024. Components considered outstanding for percentage calculation included 6,840 PSUs settleable within 60 days and 52,147 options exercisable within 60 days .
- Share ownership guidelines: EVPs must hold shares equal to 3x base salary; officers must retain 50% of net after-tax shares until the guideline is met. As of January 31, 2025, each NEO was in compliance or within grace period .
- Hedging/pledging: Prohibited for officers and controlled persons (no pledging or margin; no hedging instruments) .
- Outstanding awards (selected as of FY2024 year-end for Emily):
- Unearned PSUs scheduled to vest subject to performance: 1,070 (vest Apr 1, 2025; earned on FY2022 adjusted EBITDA) with market value $76,034; 1,105 (FY2023–FY2025 adjusted ROIC tranche; vest Apr 1, 2026) $78,486; 1,789 (FY2024–FY2026 adjusted ROIC tranche; vest Apr 1, 2027) $127,126 (8)(9)(10).
- Options outstanding across 2017–2024 grants with exercise prices ranging from $70.68–$214.25 and expirations from 2027–2034; 2024 option grant 26,017 at $154.21, expiring 2034 .
Valuation context: the proxy used DG closing price of $71.06 on January 31, 2025 for award values; many option strikes (e.g., $154.21 for 2024 grant) are far above this level, implying options were out-of-the-money at that date .
Employment Terms
Potential Payments (as of Jan 31, 2025)
| Scenario | Equity vesting ($) | Cash severance ($) | Health payment ($) | Outplacement ($) | Life insurance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | $170,686 | — | — | — | $2,060,000 | $2,293,913 |
| Disability | $170,686 | — | — | — | — | $170,686 |
| Involuntary without cause or voluntary with good reason | — | $2,389,600 | $32,751 | $14,900 | — | $2,437,251 |
| Change in control with qualifying termination | $519,733 | $2,389,600 | $32,751 | $14,900 | — | $2,956,984 |
Key provisions:
- Double-trigger vesting: all executive equity awards include double-trigger vesting upon change in control (requires qualifying termination) .
- Clawback policy: recovery of erroneously awarded incentive compensation after a material financial restatement, regardless of personal culpability .
- Hedging/pledging: prohibited for officers and controlled persons .
Deferred Compensation and SERP
| Executive Contributions (2024) | Registrant Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance at FYE |
|---|---|---|---|
| — | $64,634 | $408,214 | $3,126,703 |
SERP contribution rate in 2024 was 7.5% for Ms. E. Taylor (eligible executives only) .
Compensation Structure Analysis
- Non-CEO award calibration: CHCM set 2024 non-CEO annual equity award “target values” by peer data ranges; EVPs Emily C. Taylor and Rhonda M. Taylor each at $2.0 million target . Pearl Meyer peer data for non-CEOs was aged 3.5% from 2023 .
- 2024 program adjustments: added net sales to Teamshare (20% weight) and reduced payout caps from 300% to 200% for Teamshare and PSUs in response to shareholder feedback .
- 2024 Teamshare payout: 10.2% of target across NEOs based on actual performance vs targets .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 72.8% in favor (excluding abstentions and broker non-votes) for the 2023 executive compensation program; Board engaged and implemented 2024 structure changes noted above .
- Continued outreach and design consideration for 2025 equity mix and performance periods; broad shareholder support for including RSUs and maintaining shorter adjusted EBITDA measurement in 2025 given environment .
Equity Award Detail (FY2024 Grants)
| Name | Grant date | Options (#) | Exercise price | Expiration | PSUs Threshold/Target/Max (#) | Grant-date fair values ($) |
|---|---|---|---|---|---|---|
| Emily C. Taylor | Mar 27, 2024 | 26,017 | $154.21 | Mar 27, 2034 | 1,789 / 7,156 / 14,312 | Options $1,134,570; PSUs $1,103,527 |
Investment Implications
- Alignment and holding: Strong alignment via 3x salary ownership guideline and 50% holding requirement; hedging/pledging prohibited (reduces misalignment risk) .
- Limited near-term selling pressure: 2024 PSUs tied to adjusted EBITDA did not earn; ROIC PSUs vest in 2027 subject to multi-year targets. Many option grants (e.g., 2024 at $154.21) were out-of-the-money vs $71.06 market price at FY-end, reducing immediate exercise/sale incentives .
- Retention economics: Cash severance of ~$2.39M for a qualifying termination (and ~$2.96M under CIC with qualifying termination) provides meaningful retention value; double-trigger limits CIC windfalls without termination .
- Pay-for-performance sensitivity: 2024 Teamshare paid only 10.2% of target due to EBIT undershoot, demonstrating downside sensitivity; equity mix emphasizes PSUs linked to ROIC/EBITDA, offering upside only with sustained operational improvement .