Rhonda M. Taylor
DOLLAR GENERALAbout Rhonda M. Taylor
Executive Vice President and General Counsel at Dollar General since March 2015; joined Dollar General in March 2000 and advanced through legal roles focused on employment and labor law . Age 56 as of March 25, 2024; key legal signatory across SEC filings and financing documents . Company performance context: FY2024 adjusted EBIT was $1.863B (71.9% of target) and net sales were $40.612B (98.4% of target), resulting in a 10.2% payout under the Teamshare bonus program; cumulative TSR value for 2024 was 49.38 (per fixed $100 investment methodology) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dollar General | EVP & General Counsel | 2015–present | Leads corporate legal function; governance, risk, litigation oversight; key signatory on SEC and financing documents |
| Dollar General | SVP & General Counsel | 2013–2015 | Elevated stewardship of legal operations and executive governance |
| Dollar General | VP & Assistant General Counsel | 2010–2013 | Expanded leadership across corporate legal initiatives |
| Dollar General | Deputy General Counsel | 2004–2010 | Managed broader employment and corporate legal issues |
| Dollar General | Senior Employment Attorney | 2001–2004 | Led labor/employment matters |
| Dollar General | Employment Attorney | 2000–2001 | Focus on labor and employment litigation |
| Ogletree Deakins | Attorney | Not disclosed | Labor law and employment litigation specialization prior to DG tenure |
| Ford & Harrison LLP | Attorney | Not disclosed | Employment law roles prior to DG tenure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in company filings | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 647,514 | 712,704 | 743,154 |
| Target Bonus % of Base | Not disclosed | Not disclosed | 75% |
| Actual Bonus Paid ($) | 585,953 | — | 57,299 |
Notes:
- 2024 Teamshare payout equaled 10.2% of target bonus opportunity for named executive officers, driven by adjusted EBIT and net sales performance .
Performance Compensation
Short-Term Incentive (Teamshare) – FY2024 Structure and Outcome
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBIT | 80% | $2.590B | $1.863B (71.9% of target) | Contributes to total 10.2% of target bonus |
| Net Sales | 20% | $41.257B | $40.612B (98.4% of target) | Contributes to total 10.2% of target bonus |
| Total Teamshare Payout | — | — | — | 10.2% of target bonus |
Key terms: cliff target for EBIT (100%+ only), payout cap 200% for both metrics; net sales includes threshold at 98.4% with payouts interpolated .
Long-Term Incentive (Equity) – FY2024 Grants and Performance Framework
| Component | Grant Date | Award Size/Terms | Performance Metric | Performance Period | Target | Actual/Status | Vesting |
|---|---|---|---|---|---|---|---|
| Stock Options | 03/27/2024 | 26,017 options; strike $154.21; 25% vest annually over 4 years; 10-year term | Stock price | — | — | — | Time-vest; April 1 annually |
| PSUs (Adj. EBITDA) | 03/27/2024 | Target 7,156 PSUs; threshold 1,789; max 14,312 | Adjusted EBITDA | FY2024 | $3.548B | $2.827B (79.7% of target); 0% earned | Earned portion would vest Apr 1 following performance year |
| PSUs (Adj. ROIC) | 03/27/2024 | Included in target above (50% of PSUs) | Adjusted ROIC | FY2024–FY2026 | 18.65% (average plan goals) | In progress; threshold 17.65% (94.6% of target) | Cliff vest Apr 1, 2027 |
Historical PSU outcome for transparency:
| Component | Performance Period | Target | Actual | Payout |
|---|---|---|---|---|
| PSUs (Adj. ROIC awarded in 2022) | FY2022–FY2024 | 22.95% | 20.28% (88.4% of target) | 0% earned |
2025 program changes (implications for future awards): mix shifts to 50% PSUs and 50% RSUs; Teamshare weights adjusted to 70% EBIT, 20% net sales, 10% strategic objectives; payout caps maintained at 200% .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 123,124; less than 1% of outstanding |
| Ownership Guidelines (EVP level) | 3× base salary; retain 50% of net after-tax shares until guideline met; compliance or grace period confirmed as of Jan 31, 2025 |
| Hedging/Pledging | Prohibited (no pledging, no margin accounts; anti-hedging derivatives) |
| Vested vs Unvested – Equity Detail | Options outstanding: 2019–2024 grants with schedules; 26,017 unexercisable at $154.21 (2024 grant) and various earlier tranches; PSUs unearned/subject to performance: 1,070 (vesting Apr 1, 2025), 1,105 (vesting Apr 1, 2026), 1,789 (vesting Apr 1, 2027) |
| In-plan Deferred/Retirement | SERP contribution % 12.0%; CDP executive deferrals $3,112; aggregate CDP/SERP balance $3,079,397 (FY2024) |
Employment Terms
| Term | Provision |
|---|---|
| Current Employment Agreement | Effective April 4, 2024; term through March 31, 2027 with automatic month-to-month extensions up to six months unless replaced or notice given |
| Minimum Base Salary | $746,750 (agreement minimum; actual salary in comp table above) |
| Annual Bonus Eligibility | Company officer bonus program at applicable grade |
| Business Protection | Non-compete, non-solicit, non-interference, non-disparagement, confidentiality; clawback facilitation |
| Clawback | Required recovery of erroneously awarded incentive comp upon financial restatement, regardless of culpability |
| Severance (Good Reason or Involuntary without Cause) | Salary continuation for 24 months; lump sum equal to 2× average percentage of target bonus paid over last two paid years × target bonus × base salary; health benefit contribution 2× annual contribution; outplacement up to one year; release required |
| Change-in-Control | Double-trigger vesting: all unvested options vest; RSUs vest for certain officers; earned/deemed earned PSUs vest; exercise window up to three years post-termination; 280G cutback to $1 under excise threshold unless executive elects uncapped and pays excise; no excise tax gross-up |
| Non-Compete Duration | Two years restricted period post-termination for confidentiality and competitive positions (CEO has three years) |
| Auto-Renewal Clause | Up to 6-month monthly extensions past March 31, 2027 unless Company notices otherwise or replaces/extends |
Compensation Structure Analysis
- Equity mix and risk: 2024 awards split 50% options / 50% PSUs; options are performance-levered and can drive selling pressure at vestings; 2025 program replaces options with RSUs to strengthen retention and reduce volatility of perceived pay-for-performance misalignment .
- Pay-for-performance calibration: 2024 program added net sales to short-term plan and reduced payout caps to 200%; EBITDA PSUs required meeting 100% target (cliff), contributing to 0% payout when results were 79.7% of target .
- Shareholder feedback: Say-on-Pay support fell to 72.8% in 2024; changes in 2024 and 2025 programs address metric diversification, payout caps, and equity mix .
Risk Indicators & Red Flags
- Litigation exposure: Ongoing consolidated shareholder derivative litigation naming certain current/former officers and directors, including allegations regarding workplace safety and fiduciary duty; actions stayed pending securities litigation motion to dismiss resolution .
- Governance safeguards: Robust anti-hedging/pledging policy; double-trigger CoC vesting (no single-trigger severance); clawback policy; 280G cutback (no gross-ups) .
Say‑on‑Pay & Peer Benchmarking
- 2024 Say-on-Pay approval: 72.8% support (excluding abstentions and broker non-votes) .
- Peer group (used for benchmarking non-CEO awards and program design): AutoZone, Best Buy, CarMax, Dollar Tree, Kroger, Lowe’s, O’Reilly Auto, Ross Stores, Starbucks, Sysco, Target, TJX, Tractor Supply, Walgreens .
Equity Grants – Detail (FY2024)
| Grant | Date | Quantity | Strike/Terms | Fair Value ($) |
|---|---|---|---|---|
| Options | 03/27/2024 | 26,017 | $154.21; vests 25% annually; 10-year term | 1,134,570 |
| PSUs (EBITDA + ROIC) | 03/27/2024 | Target 7,156 (threshold 1,789; max 14,312) | Performance-based; 1-year EBITDA; 3-year ROIC | 1,103,527 |
Nonqualified Deferred Compensation (FY2024)
| Plan | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| CDP/SERP | 3,112 (CDP) | 88,961 (SERP) | 340,282 | 3,079,397 |
Investment Implications
- Alignment and retention: 2025 shift from options to RSUs reduces near-term selling pressure and aligns retention with program changes; strict ownership guidelines and anti-hedging/pledging policies reinforce alignment .
- Payout sensitivity: Cliff targets and reduced caps tightened pay-for-performance, evidenced by zero PSU payout on EBITDA and ROIC cycles, dampening realized LTI despite significant grant values; this may lower realized comp and reduce selling pressure in the near term .
- Contract economics: Strong severance protections (24 months salary; 2× bonus construct; double-trigger CoC vesting) mitigate retention risk but cap potential parachute costs via 280G cutback and absence of gross-ups .
- Legal overhang: Derivative litigation naming officers creates headline risk; risk-mitigating governance (clawbacks, anti-pledging) and program recalibration may aid investor confidence pending litigation outcomes .