8-KLeadership ChangesRegulation FDExhibits & Filings

DOLLAR GENERAL CORP 8-K Report, Executive Changes (Mar 24, 2026)

Filed March 24, 2026For Securities:DG

Summary

Dollar General Corporation (DG) has announced a planned leadership transition, with Jerry W. "JJ" Fleeman, Jr. set to succeed Todd J. Vasos as Chief Executive Officer (CEO) effective January 1, 2027. This transition is designed to ensure a smooth handover of responsibilities, with Mr. Vasos continuing as CEO until the transition date and then serving as Senior Advisor until April 2, 2027, while remaining on the Board. Mr. Fleeman brings extensive experience in grocery retail, most recently as CEO of Ahold Delhaize USA, Inc., and has a strong background in strategy, operations, and digital initiatives. The company has entered into an Employment Agreement with Mr. Fleeman, outlining his compensation package including a base salary of $1.25 million, a target annual bonus of 150%, a $500,000 signing bonus, and significant equity awards totaling approximately $11.5 million in value. Mr. Vasos's transition is governed by a Transition Agreement that ensures his continued compensation and benefits through his advisory role and outlines specific terms for his departure, including accelerated vesting of certain equity awards under defined circumstances. These changes signal a strategic move to leverage Mr. Fleeman's expertise for future growth.

Key Highlights

  • 1CEO Transition: Jerry W. "JJ" Fleeman, Jr. appointed as incoming CEO, succeeding Todd J. Vasos, effective January 1, 2027.
  • 2Orderly Succession Plan: Todd J. Vasos to remain CEO until January 1, 2027, and then serve as Senior Advisor until April 2, 2027, to ensure a smooth handover.
  • 3Experienced New CEO: Mr. Fleeman has over 35 years of grocery retail experience, including his recent role as CEO of Ahold Delhaize USA, Inc.
  • 4Mr. Fleeman's Compensation: Includes a $1.25 million base salary, 150% target bonus, $500,000 signing bonus, and approximately $11.5 million in equity awards (RSUs and PSUs).
  • 5Mr. Vasos's Transition Terms: Continues as CEO with his current salary and bonus potential, then as Senior Advisor, with modified equity vesting and severance provisions.
  • 6Board Seat for New CEO: Mr. Fleeman is intended to be appointed to the Board of Directors effective with his CEO transition.
  • 7Formal Agreements: Employment Agreement for Mr. Fleeman and Transition Agreement for Mr. Vasos have been executed and detailed.

Frequently Asked Questions

Jerry W. "JJ" Fleeman, Jr. is expected to become the new CEO on January 1, 2027. Todd J. Vasos will continue as CEO until that date.

Mr. Vasos will transition to a Senior Advisor role, reporting to the Chairman of the Board, from January 1, 2027, through April 2, 2027, to facilitate the handover. He is also expected to remain on the Board of Directors.

Mr. Fleeman's initial compensation includes a $1.25 million base salary, a target annual bonus of 150% of his base salary, a $500,000 signing bonus, and equity awards with a nominal value of approximately $11.5 million (consisting of restricted stock units and performance stock units).

Yes, under specific conditions (termination by the Company without cause or resignation for good reason), Mr. Fleeman would be entitled to 24 months of base salary continuation, a lump sum payment equal to two times his annual target bonus, prorated bonus, lump sum health benefits continuation, outplacement services, and accelerated vesting of unvested equity awards.