Timothy I. McGuire
DOLLAR GENERALAbout Timothy I. McGuire
Timothy I. McGuire (age 64) has served as an independent director of Dollar General since 2018, and currently chairs the Compensation & Human Capital Management (CHCM) Committee. He is Executive Chairman of Jump Plus Stores ULC (since June 2024); formerly CEO and Chairman/Director of Mobile Klinik (TELUS division) and a 28-year senior leader in McKinsey’s global retail and consumer practice; earlier roles include Procter & Gamble marketing leadership. His board profile emphasizes deep retail strategy, store concept development, operations, international expansion, and advanced analytics expertise .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKinsey & Company | Leader, global retail & consumer practice | ~1989–Aug 2017 | Led Americas retail practice for 5 years; co‑founded McKinsey Analytics (advanced analytics for decisioning) . |
| Mobile Service Center Canada Ltd. (Mobile Klinik, TELUS) | CEO; Chairman; Director | CEO Oct 2018–Aug 2022; Chairman Jun 2017–Oct 2018; Director Mar 2017–Jul 2020 | Ran Canadian device repair/consumer services business within TELUS; board governance roles preceding/alongside operating leadership . |
| Procter & Gamble | Various roles; Marketing Director, Canadian Food & Beverage | 1983–1989 | Consumer goods marketing leadership in Canada . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jump Plus Stores ULC (Apple Premier Partner chain) | Executive Chairman | Since Jun 2024 | Retail operations oversight; advanced analytics and format development experience relevant to DG’s strategy . |
| Other public company boards | None disclosed | — | DG proxy shows no current public boards for McGuire . |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Management (CHCM) Committee; members: McGuire (Chair), Bryant, Scarlett .
- Independence: Board affirmatively determined McGuire is independent under NYSE standards and DG additional standards .
- Attendance: 2024 meetings—Board 5, Audit 5, CHCM 8, NGCR 4; each incumbent director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting .
- CHCM remit and advisors: Oversees CEO goals, executive/director pay, incentive plan design, share ownership guidelines; selects independent consultant Pearl Meyer, evaluated for independence and conflict-free; Pearl Meyer attends meetings and advises in executive/director comp benchmarking and plan design .
Fixed Compensation
| Component | Program Design (FY2024) | Notes |
|---|---|---|
| Board annual cash retainer | $95,000 | Paid quarterly; prorated as applicable. |
| CHCM Committee Chair retainer | $20,000 | Additional cash for committee leadership. |
| Meeting fees | None disclosed | DG uses retainers; no per‑meeting fees disclosed . |
| 2024 Actual (paid/earned) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 103,571 | Includes Board retainer plus pro‑rated chair retainer and any ad hoc committee retainers; McGuire is listed among chairpersons receiving chair retainers . |
| All other compensation | 2,847 | Dividend equivalents on unvested RSUs . |
| Total 2024 director compensation | 292,223 | Sum of cash, stock award fair value, and other. |
Performance Compensation
| Equity Award | Grant Date | Grant‑date Fair Value | Vesting | Dividend Equivalents | Deferral |
|---|---|---|---|---|---|
| Annual RSUs (non‑employee directors) | May 28, 2024 | $185,805 | Time‑based; scheduled to vest on 1st anniversary of grant; certain accelerated vesting conditions . | Dividend equivalents accrue on unvested RSUs and are paid/credited (reflected in “All Other Compensation”) . | Directors may elect to defer receipt of shares underlying RSUs per plan . |
DG’s director equity awards are time‑vesting RSUs; there are no director‑specific performance‑conditioned metrics disclosed (executive PSU/option metrics apply to officers, not directors) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | DG proxy lists current public company service for each director; McGuire shows none . |
Expertise & Qualifications
- 30+ years retail/consumer experience: strategy, store/concept development, marketing/sales, operations, international expansion .
- Advanced analytics: co‑founder of McKinsey Analytics; big data and analytics application to retail decisions .
- Risk management, lean operations, supply chain optimization, supplier‑management redesign .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Vested vs. Unvested | RSUs settleable within 60 days | Compliance with Ownership Guidelines |
|---|---|---|---|---|---|
| Timothy I. McGuire | 13,327 | <1% | Unvested RSUs outstanding: 1,333 as of Jan 31, 2025 | 1,333 RSUs (within 60 days of Mar 20, 2025) | Director guideline: 5× annual cash retainer within 5 years; McGuire in compliance (only Mr. Santana not in compliance or within grace period) . |
- Hedging/pledging: DG prohibits directors from hedging, pledging, or holding DG securities in margin accounts; policy extends to Controlled Persons; positive alignment signal .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Shares Held After |
|---|---|---|---|---|---|
| 2025-05-29 | 2025-05-28 | Disposition to issuer (non‑open market) | 1 | 97.77 | 15,412 |
| 2024-05-31 | 2024-05-28 | Award (A) – RSUs | 1,306 | — | 13,300 |
Notes: Some dispositions reflect administrative share cancellations or fractional share adjustments at vest/settlement; reported as non‑open market “sale to issuer.” Holdings reflect issuer‑reported post‑transaction amounts in Form 4 and aggregator summaries.
Governance Assessment
- Strengths: Independent status; CHCM chair role with robust remit and independent consultant oversight (Pearl Meyer); strong attendance; strict hedging/pledging prohibitions; director ownership guideline compliance—supports long‑term alignment .
- Pay oversight signals: As CHCM Chair, McGuire signed the Compensation Committee Report and oversaw executive pay/benefits, including approval of significant CEO perquisites (up to $500,000 annual personal air travel reimbursement; corporate aircraft use for outside board meetings; additional personal security up to $200,000 per year), which may draw investor scrutiny on pay design stringency and cost discipline .
- Say‑on‑pay sentiment: 2024 advisory approval was 72.8%—lower than typical S&P 500 support levels—indicating shareholder reservations; elevates the importance of CHCM’s responsiveness under McGuire’s chairmanship .
- Conflicts/related parties: DG reports no related party transactions in 2024/2025 above $120,000; audit/CHCM/NGCR committees each review their respective related‑party items per policy—no McGuire‑linked transactions disclosed .
- Attendance and engagement: ≥75% attendance threshold met; all directors at annual meeting; board conducts shareholder outreach and integrates feedback into disclosures and compensation program deliberations .
Director Compensation Details
| Item | 2024 Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant (fair value) | $185,805 | Time‑vest on first anniversary; dividend equivalents accrue; deferral election permitted . |
| Cash retainers (actual) | $103,571 | Board retainer plus chair retainer (pro‑rated) . |
| All other comp (dividend equivalents) | $2,847 | Paid/credited on unvested RSUs . |
Committee Structure & Pay Program Reference
| Program Element | DG Policy |
|---|---|
| Director cash/equity mix | Board retainer $95,000; chair retainers—Audit $25,000; CHCM $20,000; NGCR $17,500; annual RSUs with estimated value $190,000 for directors; Chairman additional RSUs valued at $200,000; vest at 1‑year . |
| Ownership guidelines (directors) | 5× annual cash retainer within 5 years; retain 100% of net after‑tax shares until target met; McGuire in compliance as of Jan 31, 2025 . |
| CHCM consultant | Pearl Meyer—independent; engaged for benchmarking, plan design, disclosure; attends meetings/private sessions . |
Signals & RED FLAGS
- RED FLAG: Executive perquisites approved by CHCM (personal air travel reimbursement up to $500k/year; aircraft use for outside boards; incremental CEO security budget) could be viewed as shareholder‑unfriendly if not clearly tied to performance or security needs; warrants monitoring of cost/benefit rationale .
- Watch item: Sub‑75% say‑on‑pay support (72.8%) suggests investor concerns; assess CHCM’s 2025/2026 program changes for responsiveness, rigor in metrics (Adjusted EBIT/Net Sales STI; options/PSUs tied to stock price, Adj. EBITDA and Adj. ROIC for executives) .
- Positive: No related‑party transactions; strong independence and attendance; prohibitions on hedging/pledging; director equity/ownership guidelines—support alignment .
Summary
McGuire’s deep retail and analytics background and role as CHCM Chair position him as a key influence on DG’s human capital strategy and pay governance. While alignment mechanisms (ownership guidelines, independent advice, time‑vested director RSUs) are strong, executive perquisites approved under the CHCM framework and modest say‑on‑pay support are notable governance risk indicators that investors should watch for program tightening and increased performance linkage in future cycles .