Ralph E. Santana
DOLLAR GENERALAbout Ralph E. Santana
Ralph E. Santana (age 57) has served as an independent director of Dollar General since 2018. He is currently CEO of Recteq Grills (since June 2022) and brings ~30 years of marketing leadership across technology and consumer packaged goods, including EVP/CMO at Harman International and SVP/CMO at Samsung Electronics North America, following 16 years at PepsiCo in multiple international and domestic marketing roles . He is a member of the Board’s Nominating, Governance & Corporate Responsibility (NGCR) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harman International Industries (Samsung subsidiary) | EVP & Chief Marketing Officer | Apr 2013–Jun 2022 | Led worldwide marketing strategy and global design; risk management experience |
| Samsung Electronics North America | SVP & Chief Marketing Officer | Jun 2010–Sep 2012 | Launched Samsung’s U.S. e-commerce business |
| PepsiCo (Pepsi-Cola and Frito-Lay) | Multiple leadership roles incl. VP Marketing, North American Beverages | Jun 1994–May 2010 | International and domestic shopper marketing; multicultural strategy |
| Beverage Marketing Corporation | Consultant | Jul 1989–Jun 1992 | Market entry and expansion strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Recteq Grills | Chief Executive Officer | Jun 2022–present | Private company (pellet grills) |
| Public company boards | — | — | No current public board service disclosed for Santana |
Board Governance
- Committee assignments: Member, NGCR Committee (oversight of corporate governance, CSR/sustainability, shareholder proposals, board evaluations) .
- Independence: Board affirmed Santana is independent under NYSE and company standards .
- Attendance & engagement: In 2024, Board, Audit, CHCM, and NGCR met 5, 5, 8, and 4 times, respectively; each incumbent director attended at least 75% of Board/committee meetings; all directors at the time attended the 2024 annual meeting . Executive sessions of independent directors occur at each quarterly Board meeting, presided over by the independent Chairman .
- Chair roles: None (NGCR chaired by Debra A. Sandler) .
- Shareholder sentiment signal: 2024 Say‑on‑Pay received 72.8% support (excluding abstentions/broker non‑votes), indicating mixed investor support for executive pay structures .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly; no meeting fees disclosed |
| RSU annual grant (grant date fair value) | $185,805 | Standard non‑employee director award (vests 1 year) |
| All other compensation | $2,847 | Dividend equivalents on unvested RSUs |
| Total FY2024 | $283,652 | — |
Program structure: Non‑employee director RSUs vest on the first anniversary of grant; directors may defer shares; ownership guidelines require retaining 100% of net after‑tax shares until guideline met .
Performance Compensation (Director)
| Equity Type | Performance Metrics | Vesting | Grant Value (FY2024) |
|---|---|---|---|
| RSUs | None (time‑based only) | 1‑year cliff vest; accelerated in specified circumstances | $185,805 |
Directors do not receive performance‑conditioned equity; RSU grants are time‑based and intended to align long‑term interests (no TSR/financial metrics apply to director awards) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Santana .
- Compensation Committee interlocks: Company discloses no interlocks for CHCM members; none of DG’s executive officers served on boards of entities with reciprocal committee relationships in FY2024 .
- Overboarding policy: NGCR considers requests to serve on for‑profit boards under the Corporate Governance Guidelines .
Expertise & Qualifications
- Deep domain expertise in digital and shopper marketing, multicultural strategy, and making brands culturally relevant across tech and CPG sectors; brings risk management experience from prior executive roles .
Equity Ownership
| Holder | Beneficial Shares | % of Class | RSUs/PSUs settleable ≤60 days | Options ≤60 days |
|---|---|---|---|---|
| Ralph E. Santana | 4,585 | <1% | 1,333 RSUs | None disclosed |
Stock ownership guidelines & compliance:
- Guideline: 5× annual cash retainer for directors; must be achieved within 5 years of election; retain 100% of net after‑tax shares until target reached .
- Compliance status: As of Jan 31, 2025, all non‑employee directors except Santana were in compliance with ownership/holding requirements (either met the guideline or within grace period), indicating Santana was not in compliance at that date .
Hedging/pledging:
- Company policy prohibits Board members from hedging, pledging, or holding DG securities in margin accounts, supporting alignment and risk control .
Governance Assessment
Strengths:
- Independent director with NGCR Committee membership, contributing to governance, shareholder outreach, and sustainability oversight .
- Attendance thresholds met in 2024; participates in a board with regular independent executive sessions and strong risk oversight structure .
Alignment concerns and red flags:
- RED FLAG: Not in compliance with director stock ownership guideline as of Jan 31, 2025, which may signal weaker “skin‑in‑the‑game” alignment versus peers on the Board .
- RED FLAG: Named as a defendant in consolidated shareholder derivative litigation alleging fiduciary breaches (federal and state actions stayed pending related securities litigation), which can weigh on investor confidence and governance optics even absent adjudication .
- Broader governance signal: 72.8% Say‑on‑Pay support in 2024 reflects tepid investor endorsement of pay program design; while not director‑specific, it frames oversight expectations for the NGCR/CHCM committees .
Conflicts/related‑party exposure:
- Company reports no related‑party transactions ≥$120,000 involving directors/officers since the beginning of 2024 or proposed for 2025, reducing immediate conflict risk .
Overall implications:
- Santana’s marketing expertise is relevant to DG’s customer‑centric strategy and brand execution, and NGCR membership positions him within governance and sustainability oversight. However, non‑compliance with ownership guidelines and inclusion in derivative actions are notable governance risk factors that investors should monitor for remediation and resolution .