Warren F. Bryant
DOLLAR GENERALAbout Warren F. Bryant
Warren F. Bryant, age 79, has served on Dollar General’s Board since 2009. He is the retired Chairman, President & CEO of Longs Drug Stores (Chairman 2003–2008; President & CEO 2002–2008) and previously was Senior Vice President at The Kroger Co. (1999–2002). He brings 40+ years of retail leadership spanning marketing, merchandising, operations, finance and policy-making, and is recognized by the Board for executive management, strategic planning and risk management expertise. He is an independent director and an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Longs Drug Stores Corporation | Chairman of the Board | 2003–2008 | Leadership and policy-making in retail; strategic planning and risk oversight |
| Longs Drug Stores Corporation | President & CEO | 2002–2008 | Executive management across marketing, merchandising, operations, finance |
| The Kroger Co. | Senior Vice President | 1999–2002 | Large-scale retail operations and merchandising experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loblaw Companies Limited | Director | May 2013–May 2022 | Board oversight in North American retail |
| OfficeMax Incorporated | Director | 2004–2013 | Board service during strategic transitions |
| Office Depot, Inc. | Director | Nov 2013–Jul 2017 | Board oversight post-merger consolidation |
- Current public company directorships: none disclosed in DG’s proxy (Bryant’s “Current Service on Other Public Boards” field is blank).
Board Governance
- Committee memberships (2025): Audit Committee member; Compensation & Human Capital Management (CHCM) Committee member; not on Nominating, Governance & Corporate Responsibility (NGCR). Audit Chair: Ana M. Chadwick; NGCR Chair: Debra A. Sandler; CHCM Chair: Timothy I. McGuire.
- Independence: The Board affirmatively determined Bryant is independent under NYSE standards and DG’s guidelines.
- Audit Committee financial expert: Board determined Bryant is an “audit committee financial expert.”
- Attendance: In 2024, the Board met 5 times; Audit 5; CHCM 8; NGCR 4. Each incumbent director attended at least 75% of applicable meetings; all directors serving at the time attended the 2024 annual meeting.
- Share ownership guidelines (directors): 5x annual cash retainer; directors must hold 100% of net after-tax shares until target met. As of Jan 31, 2025, all non-employee directors except one (Santana) were in compliance or within grace period.
Fixed Compensation
| Component (Fiscal 2024) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 95,000 | Standard board retainer; paid quarterly |
| Stock awards (RSUs) | 185,805 | Annual RSU granted May 28, 2024; vests on first anniversary |
| All other compensation | 2,847 | Dividend equivalents on unvested RSUs |
| Total | 283,652 | Sum of components |
- Standard director program (2024): Board retainer $95,000; estimated annual RSU value $190,000; committee chair retainers: Audit $25,000, CHCM $20,000, NGCR $17,500. Bryant was not a committee chair.
- RSU mechanics: Annual grants to non-employee directors vest on first anniversary; directors may elect to defer receipt of shares.
Performance Compensation
| Pay Element | Performance Metric | Weighting/Terms |
|---|---|---|
| Director equity (RSUs) | None | Time-based vesting; no performance metrics for non-employee directors |
DG’s performance metrics (Adjusted EBIT, Net Sales; PSUs with Adjusted EBITDA and Adjusted ROIC) apply to executives, not director pay.
Other Directorships & Interlocks
| Type | Company | Overlap/Interlock | Notes |
|---|---|---|---|
| Prior public board | Loblaw Companies Limited | None disclosed | Bryant director 2013–2022 |
| Prior public board | OfficeMax Incorporated | None disclosed | 2004–2013 |
| Prior public board | Office Depot, Inc. | None disclosed | 2013–2017 |
| Current public board | — | — | None disclosed by DG |
- Related-party transactions: DG reported none >$120,000 involving directors in 2024–2025 YTD.
- Review policy: Audit Committee oversees related-party transactions (except compensatory/charitable), with formal approval and annual review requirements.
Expertise & Qualifications
- 40+ years in retail leadership, including marketing, merchandising, operations, finance, strategy and risk oversight; former chairman/CEO of Longs Drug Stores; prior SVP at Kroger.
- Audit Committee financial expert designation; contributes financial literacy and risk oversight capabilities.
- Board’s rationale: Extensive retail leadership and policy-making roles provide valuable strategic planning and ability to advise the CEO.
Equity Ownership
| Metric | Value | As of/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 42,934 | Rounded; includes share equivalents per SEC definition |
| Ownership as % of shares outstanding | <1% (“*”) | 219,947,078 shares outstanding (Record Date Mar 20, 2025) |
| RSUs/earned PSUs settleable within 60 days | 3,487 | Included in beneficial ownership computation |
| Shared voting power (trusts) | 425 + 425 shares | Christopher W. Bryant Legacy Trust; Jennifer M. Bryant Legacy Trust |
| Unvested RSUs (outstanding) | 1,333 | Includes dividend equivalents; vest on first anniversary |
| Director ownership guideline | 5x cash retainer | Compliance as of Jan 31, 2025 (Bryant within compliant cohort) |
| Hedging/pledging policy | Prohibited | No pledging or hedging of DG stock by directors/officers |
| Insider trading policy | Adopted; filed (10-K Exhibit 19) | Company policy governs director trades |
Governance Assessment
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Strengths
- Independent director; dual committee service (Audit; CHCM) enhances board effectiveness and continuity; audit financial expert designation strengthens oversight.
- Attendance and engagement: Board/committee meeting cadence with minimum 75% participation met; directors attended 2024 annual meeting.
- Ownership alignment: Director share ownership guidelines (5x retainer) with holding requirements; Bryant in compliant cohort; anti-hedging/pledging policy.
- No related-party transactions >$120k involving directors, reducing conflict risk.
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Watch items / RED FLAGS
- Shareholder derivative actions name Bryant among defendants (alleging fiduciary duty breaches and related claims). Federal actions consolidated and stayed; state actions consolidated and stayed pending resolution in separate securities litigation. Legal exposure is a governance overhang.
- Executive Say-on-Pay support of 72.8% in 2024 indicates investor concern on pay-for-performance; while not directly about director pay, it reflects broader governance sentiment. Board/CHCM engaged and made program changes for 2025.
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Compensation Committee oversight and consultant independence: CHCM selects Pearl Meyer as independent adviser; evaluates consultant independence; Bryant sits on CHCM (signatory to CHCM report), supporting robust process and responsiveness to shareholder feedback.
Overall: Bryant’s independence, deep retail operating experience, Audit/CHCM roles, and compliance with ownership/anti-hedging policies support board effectiveness and alignment. Pending derivative litigation is a notable governance risk to monitor; absence of related-party transactions and strong committee processes mitigate conflict concerns.