Michael M. Calbert
DOLLAR GENERALAbout Michael M. Calbert
Independent Chairman of the Board at Dollar General since January 2016; director since 2007 (previously Chairman 2007–2008 and Lead Director 2013–2016). Age 62. Former KKR partner who led KKR’s Retail industry team (2000–2014; consultant through June 2015); earlier CFO of Randall’s Food Markets (1997–1999) and CPA/consultant at Arthur Andersen focused on retail and consumer (1985–1994). The Board affirmatively determined he is independent under NYSE standards. He presides over executive sessions and leads CEO performance evaluation with the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen Worldwide | CPA and consultant (retail/consumer focus) | 1985–1994 | Financial/accounting and retail expertise foundation |
| Randall’s Food Markets | Chief Financial Officer | 1997–1999 | Corporate finance, retail operations exposure |
| KKR & Co. L.P. | Partner; led Retail industry team; later consultant | 2000–2014; consultant Jan 2014–Jun 2015 | Portfolio oversight, strategy, corporate finance in retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PVH Corp. | Director | Since May 2022 | Current public company directorship |
| AutoZone, Inc. | Director | May 2019–Dec 2021 | Former public board; retail operations insights |
| Executive Network Partnering Corp. (ENPC) | Director | Sep 2020–Oct 2022 | Former SPAC board |
Board Governance
- Role and independence: Independent Chairman; serves as liaison with CEO, approves agendas, leads Board/individual director evaluations, and participates in CEO evaluation with the Compensation & Human Capital Management (CHCM) Committee. Presides over executive sessions of non‑management and independent directors. Determined independent by the Board under NYSE rules.
- Committee assignments: Not a member of the Board’s three standing committees. Current committee rosters: Audit (Chadwick [Chair], Bryant, Rowland, Sandler); CHCM (McGuire [Chair], Bryant, Scarlett); Nominating, Governance & Corporate Responsibility (NGCR) (Sandler [Chair], Santana, Scarlett).
- Attendance: In 2024, the Board met 5x; Audit 5x; CHCM 8x; NGCR 4x. Each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Shareholder engagement: In 2024 outreach, the Board invited holders of ~66% of shares and engaged with ~56%; as Chairman, Mr. Calbert personally engaged investors representing ~31% of shares outstanding.
Fixed Compensation
| Year | Cash Board Retainer ($) | Committee/Chair Fees ($) | All Other Compensation ($) | Total Director Compensation ($) |
|---|---|---|---|---|
| 2024 | 95,000 | — (not a committee member) | 6,429 (primarily dividend equivalents on unvested RSUs) | 489,488 |
DG standard director program (for context): annual cash retainer $95,000; additional estimated value equity retainer $190,000; incremental Chairman equity retainer $200,000; committee chair retainers: Audit $25,000, CHCM $20,000, NGCR $17,500. RSUs vest on first anniversary; cash may be deferred.
Performance Compensation
| Grant/Status | Grant Date | Vehicle | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Chairman equity retainer RSUs | Feb 5, 2024 | RSUs | 202,254 | Vests on first anniversary; deferral election available |
| Annual director RSUs | May 28, 2024 | RSUs | 185,805 | Vests on first anniversary; deferral election available |
| Unvested RSUs outstanding (as of Jan 31, 2025) | — | RSUs | — | 2,877 units unvested |
- Director equity is time‑based RSUs—no options or performance‑conditioned awards for directors. Directors may defer cash fees and RSU settlement under DG plans. Ownership guidelines: 5x annual cash retainer within 5 years; must hold 100% of net after‑tax shares until compliant; as of Jan 31, 2025, all non‑employee directors other than Mr. Santana were in compliance or within grace period.
Other Directorships & Interlocks
| Company | Relationship to DG | Notable Interlock/Conflict Considerations |
|---|---|---|
| PVH Corp. | Unrelated apparel company; Mr. Calbert director | No DG‑reported related‑party transactions; Board determined independence. |
| AutoZone (former), ENPC (former) | Former roles | No DG‑reported related‑party transactions. |
- Related‑party transactions: DG reports none >$120,000 in 2024/2025 involving directors/officers. Policy requires Audit/CHCM/NGCR oversight as applicable.
- Hedging/pledging: DG policy prohibits Board members from pledging DG securities or engaging in hedging/derivative strategies.
Expertise & Qualifications
- Retail private equity leadership (led KKR’s Retail team); corporate finance and strategic planning; risk oversight; CFO experience; 10 years as CPA with retail focus.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (as of Mar 20, 2025) | 118,801 DG shares; <1% of class |
| RSUs/options included in “within 60 days” test | 28,592 RSUs included in footnote computations for “within 60 days” settlement window |
| Shared ownership | Shares voting/investment power over 90,209 shares with spouse as co‑trustee of The Michael and Barbara Calbert 2007 Joint Revocable Trust |
| Ownership guidelines | Director program requires 5x cash retainer; Calbert in compliance (Board-wide status except Mr. Santana) |
| Pledged shares | Prohibited by policy; no pledging disclosed |
Governance Assessment
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Strengths
- Independent Board Chair with deep retail, finance, and PE expertise; presides over executive sessions, leading Board oversight independent of management.
- Demonstrated investor engagement—personally met with holders representing ~31% of shares in the 2024 cycle, helping shape compensation program changes.
- Clear independence determination; no related‑party transactions; strict hedging/pledging prohibitions; robust director ownership guidelines.
-
Watch items / red flags
- Shareholder litigation: consolidated derivative actions name certain current/former directors (including Mr. Calbert) alleging fiduciary breaches tied to store practices and disclosures; cases stayed pending securities litigation motion to dismiss—ongoing governance/legal risk.
- Say‑on‑pay support at 2024 annual meeting was 72.8% (below typical S&P norms), reflecting investor concerns over a one‑time CEO option award and program structure; Board (with Chair involvement) responded with program changes for 2024/2025.
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Committee coverage
- Not seated on standing committees (Audit/CHCM/NGCR); however, as independent Chair, he coordinates oversight across committees and participates in CEO evaluation.
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Overall view
- Governance posture benefits from an experienced, independent Chair with significant shareholder engagement and strong alignment policies. Legal overhang from derivative litigation and prior say‑on‑pay softness warrant continued monitoring of risk oversight, safety/compliance progress, and responsiveness to shareholder feedback.