Kathleen M. Scarlett
DOLLAR GENERALAbout Kathleen M. Scarlett
Independent director at Dollar General since 2024; age 61. Appointed to the Board effective August 12, 2024, after a career spanning 30+ years in retail with deep human capital and corporate affairs leadership; currently Senior Executive Vice President, Human Resources & Corporate Affairs at Best Buy Co., Inc. (since December 2024) . The Board has affirmatively determined she is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | Senior EVP, HR & Corporate Affairs | Dec 2024–present | Human capital and corporate affairs leadership; international perspective via Canada operations |
| Best Buy Co., Inc. | Senior EVP, Corporate Affairs, HR & Best Buy Canada | May 2023–Dec 2024 | Oversaw corporate affairs and HR, led Canadian operations |
| Best Buy Co., Inc. | CHRO & EVP, Best Buy Canada | Jan 2020–May 2023 | HR leadership; international operations |
| Best Buy Co., Inc. | CHRO & President, US Retail Stores | Jan 2019–Jan 2020 | Led HR and US retail store operations |
| Best Buy Co., Inc. | CHRO | May 2017–Jan 2019 | Human capital leadership |
| Best Buy Canada (Best Buy Co., Inc.) | Division CHRO & SVP, Retail | May 2014–May 2017 | HR leadership for Canadian retail |
| Grafton‑Fraser Inc. | Chief Operating Officer | Apr 2010–May 2014 | Operations leadership |
| KMS Consulting | Consultant | Jan 2010–Apr 2010 | Advisory work |
| Loblaw Companies Limited; Hudson’s Bay Co.; Dylex Limited; Premier Salons Canada | Leadership positions (titles not disclosed) | Dates not disclosed | Retail operations, marketing; M&A involvement and oversight of marketing in prior roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Floor & Décor Holdings, Inc. | Director | Jan 2021–Nov 2022 | Former public company board service |
| Current public company boards | None disclosed | — | Board matrix lists current service; no entry for Scarlett |
Board Governance
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation & Human Capital Management (CHCM) | Member | Timothy I. McGuire | 8 |
| Nominating, Governance & Corporate Responsibility (NGCR) | Member | Debra A. Sandler | 4 |
| Audit | Not a member | Ana M. Chadwick | 5 |
- Independence: Board affirmed Scarlett’s independence; all members of Audit, CHCM, NGCR meet NYSE independence standards .
- Attendance: In 2024, the Board met 5 times; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
- Board leadership: Independent Chairman (Michael M. Calbert) presides over executive sessions of non‑management and independent directors .
- Shareholder engagement: Board conducted focused outreach in fall 2024; Chairman led engagements representing ~31% of shares outstanding .
Fixed Compensation
| Component | Amount/Structure | Vesting/Timing |
|---|---|---|
| Annual Board cash retainer | $95,000 per fiscal year | Paid quarterly |
| Committee chair retainers | Audit Chair $25,000; CHCM Chair $20,000; NGCR Chair $17,500 (pro‑rated as applicable) | Paid quarterly |
| Annual Director RSU grant (non‑employee) | Estimated value $190,000 | Vests on 1st anniversary; directors may defer settlement |
| Chairman of the Board RSU retainer | Estimated value $200,000 | Vests on 1st anniversary; may defer |
Scarlett’s FY2024 director compensation (prorated for August appointment):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 45,141 |
| Stock Awards (RSUs, grant‑date fair value) | 193,436 (granted Aug 27, 2024) |
| All Other Compensation (dividend equivalents, etc.) | 1,831 |
| Total | 240,408 |
Performance Compensation
| Award Type | Grant Date | Number of RSUs | Grant‑Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director RSUs | Aug 27, 2024 | 1,570 (unvested at Jan 31, 2025) | 193,436 | Scheduled to vest on first anniversary of grant; directors may elect to defer | N/A – time‑based RSUs (no performance conditions) |
Directors at DG receive time‑based RSUs; no PSU/option performance metrics apply to non‑employee directors .
Other Directorships & Interlocks
| Company | Relationship Type | Details |
|---|---|---|
| Floor & Décor Holdings, Inc. | Prior directorship | Served as director Jan 2021–Nov 2022 |
| Related‑party transactions at DG | None involving directors/officers above $120,000 disclosed | Company reports no related‑party transactions since beginning of 2024 or proposed for 2025 that meet disclosure thresholds |
Expertise & Qualifications
- Human capital leadership across retail; over 20 years in senior HR roles; corporate affairs leadership; operations oversight; M&A and marketing experience; international experience leading Best Buy Canada .
- Board skills aligned to CHCM oversight (succession planning, recruitment/retention, labor and compensation), and NGCR oversight (governance, shareholder engagement, sustainability) per committee charters .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Composition Notes |
|---|---|---|---|
| Kathleen M. Scarlett | 1,570 | ~0.0007% (1,570 ÷ 219,947,078) | Unvested RSUs outstanding at Jan 31, 2025 total 1,570 ; RSUs settleable are part of beneficial ownership footnote |
| Shares pledged/hedged | None permitted under policy | — | Hedging, pledging, and margin transactions prohibited for Board members |
Governance Assessment
- Committee assignments signal board confidence in HR and governance expertise: Member of CHCM and NGCR, both fully independent committees overseeing human capital strategy, compensation design, governance, and sustainability .
- Independence and attendance: Independent under NYSE and DG standards; Board and committees met 5/5/8/4 times in 2024, with at least 75% attendance by incumbent directors .
- Ownership alignment: Subject to director stock ownership guidelines of 5x annual cash retainer within 5 years; all non‑employee directors (except one) were in compliance as of Jan 31, 2025, either meeting guidelines or within grace period .
- Compensation governance environment: 2024 Say‑on‑Pay support at 72.8% reflected investor concerns; Board and CHCM adjusted the program in 2025 (adding strategic objective to Teamshare, keeping 200% caps, shifting long‑term mix to 50% PSUs/50% RSUs), indicating responsiveness and enhanced balance; Scarlett’s CHCM role ties directly to these actions .
- Conflicts and related‑party risk: No related‑party transactions requiring disclosure; hedging/pledging prohibited; NGCR evaluates board/committee membership appropriateness upon changed circumstances .
- Legal environment: Ongoing shareholder derivative litigation naming certain directors/officers (Scarlett is not named), stayed pending related securities litigation; Board oversight of risk remains active via Audit and committee structures .
RED FLAGS
- None specific to Scarlett identified: independent status, no disclosed related‑party transactions, prohibited hedging/pledging, and equity awards are time‑based RSUs with standard vesting .