Todd J. Vasos
DOLLAR GENERALAbout Todd J. Vasos
Todd J. Vasos is Dollar General’s Chief Executive Officer (CEO) and director. He served as CEO from June 2015 to November 2022, transitioned to Senior Advisor until April 2, 2023, and was re-appointed CEO on October 12, 2023; he has been a director since June 2015 . Prior roles at Dollar General include Executive Vice President, Division President & Chief Merchandising Officer (joined December 2008) and Chief Operating Officer (November 2013–June 2015); previously he held executive/leadership positions at Longs Drug Stores (Senior Vice President & Chief Merchandising Officer 2001–2008; EVP & COO Feb–Nov 2008), Phar-Mor, and Eckerd Corporation . He was age 62 as of his October 12, 2023 re-appointment 8-K and serves on the board of KeyCorp (since July 2020) . Governance is structured with an independent Board Chairman (Michael Calbert), separation of Chair/CEO roles, regular independent director sessions, and independent Compensation Committee oversight—mitigating dual-role concerns from CEO + director service .
Five-year “pay versus performance” disclosures show cumulative TSR for a $100 initial investment of $127.80 (2020), $135.23 (2021), $152.34 (2022), $92.43 (2023), and $49.38 (2024), alongside reported net income and adjusted EBIT used to align incentive design with performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dollar General | CEO | 2015–2022; 2023–Present | Led merchandising/operations turnaround focus and re-appointment to drive execution; long tenure builds institutional knowledge . |
| Dollar General | Senior Advisor | 2022–2023 | Supported CEO transition prior to April 2023 retirement; preserved continuity . |
| Dollar General | COO | 2013–2015 | Oversaw core operations pre-CEO; continuity into top role . |
| Dollar General | EVP, Division President & Chief Merchandising Officer | 2008–2013 | Drove merchandising strategy post-joining DG . |
| Longs Drug Stores | SVP & Chief Merchandising Officer | 2001–2008 | Led procurement, supply chain, marketing/advertising, store development . |
| Longs Drug Stores | EVP & COO | Feb–Nov 2008 | Responsible for pharmacy/front-end ops and three DCs . |
| Phar-Mor; Eckerd | Leadership roles | N/A | Retail leadership experience in pharmacy/consumer retail . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KeyCorp | Director | 2020–Present | Public company directorship since July 2020 . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 1,400,054 | 150% (CEO target) | 537,454 | Target % per 8-K upon re-appointment; 2024 SCT shown . |
| 2023 | 652,461 | 150% (prorated eligibility in 2023) | 375,106 | Re-appointment Oct 12, 2023; one-time option award granted . |
| 2022 | 1,391,720 | N/A | 192,349 | Served as CEO through Nov 2022; then Senior Advisor . |
- Perquisites: Company agreed to reimburse up to $500,000 per calendar year for personal air travel related to travel to residences and family visits, pro-rated in 2023 .
Performance Compensation
Short-Term Incentive (Teamshare)
| Year | Metrics & Weighting | Targets (Company-level) | Actual Result | Payout as % of Target | Bonus Paid ($) |
|---|---|---|---|---|---|
| 2024 | Adjusted EBIT (80%); Net Sales (20%) | Adjusted EBIT target ≈ $2.590B; Net sales target ≈ $41.257B | Adjusted EBIT 71.9% of target; Net sales 98.4% of target | 10.2% | 214,849 |
| 2023 | Adjusted EBIT (100%) | Adjusted EBIT target ≈ $3.592B | N/A (SCT shows no payout for CEO) | — | — |
- 2024 program changes (shareholder feedback): added Net Sales metric (20%), reduced payout cap from 300% to 200%, and implemented cliff target for EBIT; aligned LTI EBITDA target to require target-level achievement before earning .
Long-Term Incentive (Equity)
PSUs and Results
| PSU Cycle / Metric | Performance Period | Target/Payout Mechanics | Actual Performance | Earned Outcome |
|---|---|---|---|---|
| 2024 Adjusted EBITDA PSUs | 2024 | No payout below target; 200% cap in 2024 design | 79.7% of target | 0% earned |
| 2022–2024 Adjusted ROIC PSUs | 2022–2024 | Threshold/target/max defined; 200% cap in 2024 design | 88.4% of three-year target (20.28% ROIC) | 0% earned |
| 2021–2023 Adjusted ROIC PSUs | 2021–2023 | Threshold 95.5%; Target 100%; Max 104.5% (up to 300%) | 104.2% of target (22.98% ROIC) | 287.09% of target; Mr. Vasos earned 38,413 PSUs |
One-time 2023 Rehire Stock Option
| Grant Date | Shares | Exercise Price | Vesting | Post-Termination / Holding | Acceleration Triggers |
|---|---|---|---|---|---|
| Oct 17, 2023 | 250,000 | Closing price on grant date | 100% on Oct 12, 2027 (service condition) | If resigns on/after Successor CEO appointment without cause: remains outstanding, vests 1-year post-termination; 5-year exercise window; holding of net shares until Oct 12, 2027 (exceptions for death/CIC) | Death, disability, or change in control accelerate per terms; special clawback if Business Protection Provisions violated |
Pre-2023 Awards (select terms)
- 2020/2021 options and PSUs received special “Early Retirement” treatment (Apr 2, 2023): options continued and vest on schedule; certain PSUs forfeited/paid per performance; 5-year exercise window; special clawback if restrictions violated .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | % of Class | Detail: Equity deliverable within 60 days |
|---|---|---|---|
| Mar 20, 2024 | 347,717 | <1% | 884 RSUs; 53,849 PSUs; 190,658 options included in “within 60 days” counts |
| 2025 Proxy (table) | 358,245 | <1% | Noted as beneficial ownership; asterisk denotes <1% |
Ownership policy and alignment
- Executive stock ownership guideline: CEO 6x base salary; must retain 50% of net after-tax shares until target reached; all NEOs in compliance as of 2024 and 2025 .
- Hedging and pledging: Prohibited for officers and directors (no pledging, margin, or hedging instruments) .
Employment Terms
| Term/Provision | Key Terms |
|---|---|
| Employment Agreement | Four-year term effective Oct 12, 2023; not subject to automatic extensions; Board will nominate him during CEO term . |
| Base/Bonus upon Re-appointment | Base salary $1,400,000; target bonus 150% of salary (2023 prorated) . |
| Severance – Without Cause or Good Reason (before Successor CEO appointment) | 24 months base salary continuation; lump sum 2x target annual bonus; pro rata current-year bonus (if earned); lump sum 2x annual Company benefits contribution; outplacement for 1 year; subject to release . |
| Severance – On/After Successor CEO appointment (no cause) | Lump sum equal to annual bonus, if any, that would have been earned for fiscal year of termination (non-prorated; none if termination in FY2023); subject to release . |
| Change in Control | No “single-trigger” cash severance; equity awards generally require double-trigger for acceleration . |
| Non-Compete/Non-Solicit | Business Protection Provisions: confidentiality (3 years for Vasos), non-compete and non-solicit during a defined Restricted Period (up to three years for Vasos), with broad geographic scope covering states/countries where DG operates or has plans; violations can forfeit/recoup severance/equity . |
| Clawback | Incentives subject to clawback/recoupment under law, exchange rules, and Company policy; special clawbacks attached to certain Vasos awards . |
| Perquisites | Personal air travel reimbursement up to $500,000 per calendar year (prorated 2023) . |
Board Governance and Service
- Board service: Director since 2015; continues as CEO and director .
- Independence structure: Independent Chairman (Michael M. Calbert) presides; Chair/CEO roles separated since 2016; regular executive sessions of independent directors; independent Compensation Committee oversees CEO compensation with independent advisor (Pearl Meyer) .
- Director compensation: Employee directors are not separately compensated for Board service during employment; Vasos received non-employee director RSUs for his non-employee service period in 2023, payable per plan; 2023 NED RSUs payable upon ceasing Board service .
Say-on-Pay and Shareholder Feedback
| Meeting Year | Result | Notes |
|---|---|---|
| 2023 (for 2022 program) | 90.9% support | Broad support for program structure . |
| 2024 (for 2023 program) | 72.8% support | Shareholders expressed concerns re: one-time 2023 stock option; DG added Net Sales to bonus, reduced caps to 200%, and avoided CEO equity in 2024/2025; shareholders largely supported changes . |
Compensation Peer Group and Governance Practices
- Independent consultant: Pearl Meyer advises the Compensation Committee; Committee determined independence and lack of conflicts .
- Practices: Pay-for-performance emphasis; double-trigger equity; no excise tax gross-ups (other than relocation); prohibition on option repricing without shareholder approval; annual compensation risk assessments .
Investment Implications
- Alignment and overhang: Vasos has meaningful equity exposure through vested/unvested options and PSUs, with CEO stock ownership guideline compliance and no hedging/pledging allowed, signaling alignment with shareholders while limiting downside-protection behaviors .
- Incentive intensity vs performance: 2024 Teamshare paid 10.2% of target amid EBIT underperformance (71.9% of target), and 2024/2022–2024 PSUs paid 0% on EBITDA/ROIC cycles—demonstrating downside sensitivity; program changes (added Net Sales metric, lowered caps) further tighten pay-performance linkage .
- Retention vs selling pressure: The 250,000-share 2023 Rehire Option vests in October 2027 and includes extended exercise windows and post-termination holding requirements, which both retain the CEO through transition and limit near-term selling; however, vesting in 2027 could create event-driven liquidity considerations, especially if a successor is appointed and acceleration/holding rules apply .
- Protections and risk: Three-year non-compete/non-solicit for Vasos and robust clawback provisions protect DG in leadership transitions and deter opportunistic behavior, reducing execution and reputational risk from management turnover .
- Governance mitigants: Independent Board Chair, independent committee oversight, and shareholder-engaged plan adjustments reduce dual-role/entrenchment concerns while keeping compensation market-competitive .