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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
DOLLAR TREE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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LETTER FROM
OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dear Fellow Shareholders,
You are cordially invited to join us for our 2023 virtual annual meeting of shareholders, which will be held on Tuesday, June 13, 2023, at 9:00 a.m. Eastern Time. The meeting will be held entirely online via live webcast at www.virtualshareholdermeeting.com/DLTR2023. The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting.
The Dollar Tree organization experienced substantial change in 2022. Seven new directors were added to the Board of Directors as part of the reconstitution of the Board in March 2022, and since that time the Board has been focused on the transformational change that is needed to drive growth and unlock long-term shareholder value. As part of this process, the Board initiated the hiring of a new team of diverse executive leaders with the knowledge, experience and dedication to aggressively implement change. I am excited about the exceptional executive leadership team that is now in place, and we are moving as quickly as possible to capture the full potential of the business. With the current economic climate driving higher income consumers into value retail, we believe we are in an excellent position to deliver the quality, value and convenience that shoppers want and expect today.
The cornerstone of our business is our people, and a key focus continues to be on supporting and enabling our associates to be successful. Under our new leadership team, we are increasing average hourly wages for store associates and making investments in field personnel. Importantly, we expect these labor and wage investments will drive improved execution in our stores and overall greater productivity and efficiency. Our associates and field personnel are critical to our transformational journey, and we are excited about these investments in our talent. We are looking to invigorate the culture of our business and not only give our associates the tools they need to perform their roles but provide them with the opportunities they deserve to grow within the Company.
To be successful, we must run well-maintained, efficient and productive stores, which drives our intense focus on store standards. When we maintain clean, fully stocked stores, our customers respond with bigger baskets and repeat visits. In addition to improving sales and the customer’s experience, improved efficiencies and productivity positively impact the work experience of our associates. Our certified GOLD (Grand Opening Look Daily) stores will serve as a clear example of what our most successful and well-run stores look like for our district and store leadership teams across all regions.
The Dollar Tree and Family Dollar banners are intensely focused on how to be the best retail destination for their unique customer bases. At Dollar Tree, our merchant team successfully managed through the transition to the $1.25 primary price point, an initiative that significantly enhances our ability to provide a meaningful assortment at extreme value to our Dollar Tree shoppers. We also added $3 and $5 Dollar Tree Plus merchandise into more than 1,800 Dollar Tree stores in 2022, and we plan to add this multiple price point product to many more stores in 2023. Separately, we have been aggressively expanding our $3, $4, and $5 frozen and refrigerated product across the Dollar Tree store base, installing additional cooler doors with an attractive selection of proteins, pizza, ice cream and more that our customers are responding to positively.
In addition to the opportunities at the Dollar Tree banner, we have a tremendous long-term opportunity to improve the operating performance at Family Dollar. In 2022, we took action to bring
 

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Family Dollar pricing into parity with key competitors, and we continue to be pleased with our positioning from a price perspective. In addition, we have sales and margin-driving initiatives underway, albeit in the early stages to grow our SKU base and expand the number of cooler doors, providing shoppers in our communities with consumable products they rely on to feed their families. We are also incorporating more of our private brands into the merchandise mix. These products will include new labels and redefined labels, many of which are being developed in our new test kitchen in Chesapeake, Virginia.
We are also working on new initiatives to improve our technology and supply chain that are important to our future success. In order to unlock the full value creation opportunity ahead of us, we must have the right tools and technology in place to support our accelerated growth, and we are prioritizing projects that will have the greatest impact on improving our performance. We are working to enhance our supply chain efficiencies and ensure that our stores have the merchandise they need in a timely manner and can stock it easily. This will be a big step forward for our organization and especially for our store associates.
We recognize that stakeholders within our communities expect the Company to be a responsible corporate citizen and to respond to issues of concern, including diversity, equity and inclusion for all peoples, the potential impact of climate change, and other sustainability risks. The Board of Directors is committed to addressing these challenges and opportunities, and in 2022 we hired a Chief Diversity Officer and Chief Sustainability Officer to lead management’s efforts in these important areas. These executives will work with the Board’s Sustainability and Corporate Social Responsibility Committee to focus on key sustainability issues that affect the Company, such as environmental change, human capital management and workplace environment and culture matters. In addition, we continue to update our corporate sustainability reporting in 2023 to share our efforts across a range of topics, including environmental stewardship, DEI in our workforce, product safety and more. I am confident the Company is well-positioned from a governance perspective to address and manage current and future risks to our business.
Finally, I want to thank all of you for your support and confidence in the Board as we move forward to execute our strategy for long-term value creation. The long-term opportunity ahead of us is bigger than I imagined before I joined the Dollar Tree team, and I look forward to engaging with you in the months and years ahead. Whether or not you plan to attend the virtual annual meeting, your vote is important, and I encourage you to vote your shares.
Sincerely yours,
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Richard W. Dreiling
Chairman and Chief Executive Officer
 
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LETTER FROM
OUR LEAD INDEPENDENT DIRECTOR
Dear Fellow Shareholders,
I am pleased to report that many significant positive changes took place at Dollar Tree in 2022. Beginning with the Board refreshment in March 2022 that brought seven new directors to the Board, the reconstituted Board embarked on a drive to bring new leadership to the Company led by Rick Dreiling, a distinguished retail executive who became Executive Chairman of the Board, and to enhance our corporate governance. The Board views the arrival of Rick as a watershed event for the Company. Under his guidance as Chairman in 2022 the Company hired an outstanding and diverse new executive leadership team with extensive retail experience dedicated to the transformational goals of the Board. As a result of this success, the Board appointed Rick as Chief Executive Officer effective January 29, 2023. The Board looks forward to his continued leadership in achieving the next chapter of growth for Dollar Tree.
SHAREHOLDER-FRIENDLY GOVERNANCE
Among the first steps taken by our Board under Rick Dreiling’s leadership was to improve our governance structure to increase our responsiveness to our shareholders. We amended our By-Laws to move the advance notice time period for shareholder nominations of directors and the proposal of certain business closer to the annual meeting date. The Board also amended the proxy access provision in our By-Laws to increase the maximum number of shareholder nominees that may appear in the Company’s proxy statement with respect to an annual meeting of shareholders and to eliminate the previous restriction that limited the aggregate number of shareholders that were permitted to form a nominating group.
The Board also proposed an amendment to the Company’s Articles of Incorporation to permit shareholders that own 15% or more of the Company’s common stock to call a special meeting. The proposal was approved by shareholders at the 2022 annual meeting.
In addition, the Board revised the charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee, and established a new Finance Committee and a new, separate committee focused solely on Sustainability and Corporate Social Responsibility. We believe these changes have allowed the Board to exercise improved oversight in many critical areas, including diversity, equity and inclusion as well as greenhouse gas emission reductions.
Moreover, the Board amended our Corporate Governance Guidelines to improve Board governance, including revising the director stock ownership guidelines to increase the amount of Dollar Tree stock each director should hold to no less than five times the annual cash retainer paid to directors, and clarifying that unexercised stock options do not count toward the stock ownership requirement. The Board also changed the policy on director overboarding to provide that directors generally should not serve on more than four public company boards other than the Company.
The Board believes that these governance enhancements have not only improved our Board functions but also have empowered shareholders to engage with the Company more effectively and conveniently. Our policies represent Dollar Tree’s ongoing commitment to preserving shareholder rights, and we will continue to assess additional governance changes against emerging best practices in the future.
INCENTIVE COMPENSATION FOR OUR CHAIRMAN & CEO
Prior to the reconstitution of the Board, members of our Board leadership met with shareholders owning more than 50% of the Company’s stock to understand their perspectives on our business strategy and leadership. The dominant view of those shareholders was that the Company should do
 
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whatever was necessary to secure Rick Dreiling’s services as the Company’s top executive for a multi-year period. Without the inducement grant described below, the Board does not believe we would have achieved that objective.
In order to persuade Rick to take an active operating leadership role and employment with Dollar Tree as Executive Chairman and fully align his interests with the interests of shareholders over the long-term, the Board approved a five-year employment agreement with Rick and granted him an option to purchase 2,252,587 shares of Dollar Tree common stock at an exercise price of $157.17 per share, the closing trading price of Dollar Tree common stock on March 18, 2022. This was at the time the Company’s all-time high closing stock price and we believe already reflected the market’s optimism that Dollar Tree would achieve transformational change and materially enhance long-term shareholder value. The number of shares covered by the award represented 1% of the shares of common stock then outstanding.
The option award vests over five years and, in addition to an annual base salary of $1 million, was the only direct compensation that Rick was eligible to receive for his service as Executive Chairman in 2022 and for the five-year term of his agreement. Rick was not eligible for annual or long-term incentive awards based on his service as Executive Chairman in 2022. As a result, more than 95% of his annualized compensation was fully at risk and aligned directly with the creation of exceptional value for shareholders.
In January 2023, upon appointment as Chief Executive Officer, Rick’s annual base salary was increased to $1,350,000 to align with market median and he became eligible for an annual cash incentive bonus award. However, he continues to be ineligible for additional long-term equity incentive awards under the terms of his agreement, as amended. If in the future Rick no longer serves as CEO of the Company but remains as Executive Chairman, his annual compensation will revert to the terms of the original agreement.
In the Board’s view, options are an ideal vehicle to support the creation of long-term value for the direct benefit of shareholders. Rick’s option will have economic value only if he builds long-term shareholder value in excess of the option’s exercise price of $157.17 per share. The long-term, five-year vesting schedule and ten-year term of the option award is intended to ensure that Rick will remain focused on long-term value-creating activity, including investments in talent and leadership, culture, succession planning, technology and transformational change of the business.
The other members of the Board and I believe Rick is in a unique position to drive long-term shareholder benefit. As Chairman & CEO, Rick will be intimately involved in the operations of the Company and, because he will not participate in the Company’s long-term equity incentive plans, he will be positioned to ensure that Dollar Tree’s incentive plans incorporate metrics and targets that align directly with long-term shareholder value creation.
We want to thank you for the input and support we have received to date and we look forward to engaging with you in the future.
Sincerely yours,
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Edward J. Kelly, III
Lead Independent Director
 
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QUICK INFORMATION
The following charts provide quick information about Dollar Tree’s 2023 annual meeting and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
Annual Meeting Information
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DATE & TIME
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VIRTUAL MEETING
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RECORD DATE
Tuesday, June 13, 2023
at 9:00 a.m., Eastern Time
The 2023 annual meeting will be held in a virtual meeting format. Shareholders can access the meeting online through
April 14, 2023
www.virtualshareholdermeeting.com/DLTR2023
Proposals That Require Your Vote
Proposal
Voting Options
Board
Recommendation
More
Information
Proposal No. 1
Election of Directors
FOR, AGAINST, or ABSTAIN for each Director Nominee FOR each Nominee on the proxy card Page 111
Proposal No. 2
Advisory Vote on NEO Compensation
FOR, AGAINST, or ABSTAIN
FOR
Page 112
Proposal No. 3
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Every 1 YEAR, 2 YEARS, 3 YEARS, or ABSTAIN
1 YEAR
Page 113
Proposal No. 4
Ratification of Appointment of Independent Auditors
FOR, AGAINST, or ABSTAIN
FOR
Page 114
Proposal No. 5
Shareholder Proposal Regarding a Report on Economic and Social Risks of Company Compensation and Workforce Practices and any Impact on Diversified Shareholders
FOR, AGAINST, or ABSTAIN
AGAINST
Page 117
See “Information About the Annual Meeting and Voting” beginning on page 106 for the various ways available for submitting your vote.
We are making the Proxy Statement and the form of proxy first available to shareholders on or about May 2, 2023.
 
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Corporate Governance & Compensation Quick Facts
Governance or Compensation Item
Dollar Tree’s Practice
Board Composition, Leadership and Operations
Number of directors
10
Director independence
90%
Standing Board committee independence
100%
Robust Lead Independent Director Role
Yes
Majority voting standard in uncontested director elections
Yes
Director resignation policy
Yes
Board oversight of Company strategy and risks
Yes
Annually-elected Board
Yes
Average director age
64
Average director tenure
2.1 years
Directors attending fewer than 75% of meetings
None
Annual Board, committee and individual director evaluation process
Yes
Independent directors meet without management present
Yes
Number of Board meetings held in fiscal 2022
18
Total number of Board and committee meetings held in fiscal 2022
50
Sustainability and Corporate Responsibility
Dedicated Board Committee provides oversight of sustainability
Yes
Environmental Policy
Yes
Human Rights Policy
Yes
Occupational Health and Safety Policy
Yes
Political Contribution and Expenditure Policy Statement
Yes
Corporate Sustainability Report
Yes
Strategic report on impact of climate change (included in Corporate Sustainability Report) Yes
Vendor code of conduct
Yes
 
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Governance or Compensation Item
Dollar Tree’s Practice
Other Governance Practices
Codes of conduct for directors, officers and associates
Yes
Shareholder engagement policy
Yes
Anti-hedging policy
Yes
Robust stock ownership policies
Yes
Shares pledged by officers and directors
None
Family relationships
None
Independent auditor
KPMG LLP
Compensation Practices
Executive compensation programs designed to reward performance, incentivize growth and drive long-term shareholder value Yes
Robust clawback policy
Yes
Employment agreements for executive officers
Only Chairman & CEO
Incentive awards based on challenging performance targets
Yes
Percentage of incentive compensation at risk
100%
Annual risk assessment of compensation policies and practices
Yes
Frequency of say on pay advisory vote
Annual
Independent compensation consultant
Yes
Double-trigger change-in-control provisions
Yes
Policy for timing of annual grant of incentive awards
Yes
Repricing of underwater options
No
Excessive perks
No
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DOLLAR TREE, INC.
500 Volvo Parkway
Chesapeake, Virginia 23320
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
Tuesday, June 13, 2023
To Our Shareholders:
We will hold the annual meeting of shareholders of Dollar Tree, Inc. in a virtual format again this year. As a result, the entire meeting will be held online and there will be no physical location for shareholders to attend. Shareholders may participate in the annual meeting on Tuesday, June 13, 2023 at 9:00 a.m. Eastern Time by logging in at:
www.virtualshareholdermeeting.com/DLTR2023
Shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. During the meeting, shareholders will be able to listen, vote and submit questions from any location using any internet-connected device. You may submit questions in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may also be submitted during the annual meeting through www.virtualshareholdermeeting.com/DLTR2023. To be admitted to the annual meeting, you must enter the control number found on your proxy card, voting instruction form or notice.
The following items of business are on the agenda for the annual meeting:

To elect ten director nominees to the Company’s Board of Directors (“Board”) as identified in the attached proxy statement, each to serve as a director for a one-year term;

To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers;

To vote, in a non-binding advisory vote, on the frequency of future advisory votes on executive compensation;

To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2023;

To vote on a shareholder proposal regarding a report on economic and social risks of company compensation and workforce practices and any impact on diversified shareholders; and

To act upon any other business that may properly come before the meeting or any adjournments or postponements thereof.
 
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Shareholders of record at the close of business on April 14, 2023 will receive notice of and be allowed to vote at the annual meeting.
We have elected to distribute our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each shareholder. We believe this will increase shareholder value by decreasing our printing and distribution costs, reducing the potential for environmental impact by conserving natural resources, and allowing for convenient access to and delivery of materials in an easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials that is being mailed to our shareholders on or about May 2, 2023.
Your vote is important to us. To ensure the presence of a quorum at the annual meeting, we encourage you to read the proxy statement and then vote your shares promptly by Internet, by phone or by signing, dating and returning your proxy card (if you request a paper copy). Sending in your proxy card will not prevent you from voting your shares at the annual meeting, as your proxy is revocable at your option.
By Order of the Board of Directors
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John S. Mitchell, Jr.
Corporate Secretary
Chesapeake, Virginia
May 2, 2023
IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023
The Company’s proxy statement and annual report to shareholders for the fiscal year ended
January 28, 2023 are available at

https://corporate.dollartree.com/investors/financial-information/annual-reports-proxies.
 
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CORPORATE GOVERNANCE HIGHLIGHTS
As the Company grows and evolves, our Board of Directors is engaged in an effort to enhance its governance policies and practices. The Board seeks to further increase its effectiveness as well as its alignment with and transparency to shareholders. These changes include:

Board leadership.   In 2022, the Board:

Appointed Richard W. Dreiling to be our new Chairman and Chief Executive Officer;

Elected a new Lead Independent Director, Edward J. Kelly, III, who has robust authority to oversee the Board’s operations and relationship with management; and

Appointed Paul Hilal as Vice Chairman of the Board, Jeffrey G. Naylor as Chair of our Audit Committee, Cheryl W. Grisé as Chair of our Compensation Committee, Edward J. Kelly, III as Chair of our Nominating and Governance Committee, Daniel J. Heinrich as Chair of our newly formed Finance Committee and Stephanie P. Stahl as Chair of our newly formed Sustainability and Corporate Social Responsibility (CSR) Committee.

Strengthened ESG oversight.   Over the last couple of years the Board and its committees have enhanced ESG oversight to increase its focus and transparency about the Company’s sustainability and ESG risks. Among other things, the Board:

Created a new Sustainability and CSR Committee to assist the Board in its oversight of the Company’s sustainability and social-related risks and strategies, external reporting, and workplace environment and culture;

Directed the Sustainability and CSR Committee to oversee the Company’s strategies and policies related to human capital management, including matters related to diversity, equity and inclusion as it relates to the Company’s workforce, workplace environment and culture, and the recruiting, selection, talent development, progression and retention of the Company’s workforce; and

Specified that the Sustainability and CSR Committee will, at least twice a year, evaluate, discuss, and, as appropriate, direct the disclosure of the Company’s risks relating to corporate social responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting Company stakeholders.

Enhanced governance best practices.   The Board previously adopted best practices such as a declassified board, a majority voting standard for uncontested elections of directors and proxy access, which are intended to increase accountability to shareholders. Building on these actions in 2022, the Board:

Amended our Articles of Incorporation to permit shareholders representing 15% or more of the Company’s common stock to call a special meeting of shareholders;

Enhanced the Company’s Bylaws by moving the advance notice time period for shareholder nominations of directors and the proposal of business closer to the annual meeting;

Expanded proxy access by raising the number of permitted shareholder nominees and removing restrictions that limited the size of a shareholder nominating group; and

Updated the charters of key Board committees to clarify and enhance the roles of these committees in accordance with corporate governance best practices.
 
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The Work of the Board
Our Board of Directors is highly engaged and focused on strategy and the best use of capital to maximize shareholder value. The Board is also committed to having highly qualified and diverse directors with varying experiences, skills and perspectives to accomplish that goal. In fiscal 2022, the Board met eighteen (18) times, the Nominating and Governance Committee met nine (9) times, the Audit Committee met eight (8) times, the Compensation Committee met nine (9) times, the Finance Committee met three (3) times and the Sustainability and Corporate Social Responsibility Committee met three (3) times.
In 2022 the Board focused on positioning the Company for continued growth and transformational change. The Board appointed Richard W. Dreiling as our new Chairman and Chief Executive Officer. Mr. Dreiling brings to our Company more than 40 years of retail industry experience at all operating levels and has a proven record of success in the dollar store segment and other segments of the retail market. The Board also refreshed the leadership team with a new Chief Financial Officer, Chief Operating Officer, Chief Supply Chain Officer, Chief Information Officer and Chief Merchandising Officer for Family Dollar, all of whom have the skills and experience needed to drive growth and improve our operating performance.
Our Board plays a critical role in overseeing enterprise risk, primarily through the work of its committees, which report matters relating to their areas of responsibility back to the full Board. In 2022, the Board created two new standing committees, a Finance Committee and Sustainability and CSR Committee. These new committees have allowed the Board to increase its focus on its strategic, finance and sustainability objectives and risks.
Director Refreshment
On March 8, 2022, we entered into a Stewardship Framework Agreement with affiliates of Mantle Ridge LP, a registered investment advisory firm and owner of approximately 5.8% of our outstanding shares. Pursuant to the Stewardship Framework Agreement, our Board of Directors was reconstituted to consist of seven new directors and five continuing directors following the retirement of six incumbent directors. In addition to the changes that occurred in March 2022, in January 2023, Mike Witynski left his position as Chief Executive Officer and resigned from the Board and Thomas Dickson will be retiring from the Board at the 2023 annual meeting of shareholders. After considering the size and composition of the Board in light of these vacancies, the Board approved an amendment to our By-Laws to reduce the size of the Board from twelve directors to ten directors effective immediately prior to the convening of the 2023 annual meeting of shareholders. Upon the reelection of the ten directors that have been renominated by the Board, the tenure profile of the Board will be comprised of seven directors having two years or less in tenure and three directors with between three and five years in tenure.
Board Commitments
Our Board is comprised of members with valuable experience gained from service on the boards of directors of other public companies, including companies in the retail industry. When making its recommendations for director nomination, the Nominating and Governance Committee considers the value of experience gained through service on other boards and conducts a rigorous review of the demands that such service may have on the director’s time. As set forth in our Corporate Governance Guidelines, as a general rule, the Nominating and Governance Committee will not recommend the election or reelection of an individual who (i) serves on more than four public company boards, or (ii) serves as the chief executive officer of a public company and serves on more than two public company boards, other than the Company. All of our nominees satisfy this rule.
 
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In 2022 our Nominating and Governance Committee oversaw an annual performance review of our Board and its members that included comprehensive interviews of our directors and considered a number of factors including meeting attendance, preparation and director engagement with the Board and management. As part of this process, the Committee and the Board assessed our nominees for reelection and affirms that each nominee has demonstrated that they are capable of devoting the necessary time to successfully meet their duties and otherwise fulfill the responsibilities required of directors in 2023, taking into account their principal occupation and membership and leadership positions on other boards.
Board Skills Matrix
The Board is committed to ensuring it has a relevant diversity of skills and experience to oversee the Company, its management, its strategic plan and the execution of that plan. The Board believes that our director nominees, as a group, represent an effective mix of skills, experiences, diversity and fresh perspectives. The table below summarizes the key skills, experiences, diversity and other qualifications of our nominees for director. The director biographies beginning on page 16 describe each nominee’s background and relevant experience in more detail.
 
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Director Skills, Experiences, Diversity and Other Qualifications
Dreiling
(Chair)
Grise´
Heinrich
Hilal
Kelly
Laschinger
Naylor
Park
Scott
Stahl
Director Skills and Experiences
Executive Leadership
Public Company CEO Experience
Private Company CEO Experience
Senior Executive Experience
Financial Expertise
Public Company CEO/CFO Experience
Private Company CFO Experience
CPA/Audit/Accounting Experience
Other Professional Expertise
Consumer/Retail Industry
Marketing/Advertising/Communications
Strategic Planning
Operations
Human Resources
Information Technology
Cybersecurity
Risk Management
Global Sourcing/Supply Chain
Director Qualifications
Dollar Tree Independent Director
Dollar Tree Board Tenure (years)
1
1
1
1
1
1
5
2
1
5
Other Public Board Experience
Demographic Background
Age
69
70
67
56
69
63
64
52
72
56
Gender Identity
Male
Female
Ethnicity
White/Caucasian
Black or African American
Asian
 
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DIRECTOR BIOGRAPHIES
Biographical and other information for each of our directors nominated for election at the 2023 annual meeting of shareholders is provided below.
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RICHARD W. DREILING
DIRECTOR SINCE MARCH 2022
AGE: 69
CHAIRMAN & CHIEF EXECUTIVE OFFICER
Mr. Dreiling—Chairman and Chief Executive Officer of Dollar Tree, Inc. Mr. Dreiling assumed the role of Executive Chairman in March 2022 and in January 2023 the Board of Directors appointed Mr. Dreiling to serve as Chief Executive Officer. He currently serves on the Board of Directors of Lowe’s Companies, Inc. (Lead Independent Director; Nominating and Governance Committee).
PREVIOUS WORK EXPERIENCE

2015 to 2016: Chairman of the Board of Directors, Dollar General Corporation

2008 to 2015: Chief Executive Officer and Chairman of the Board of Directors, Dollar General Corporation

2005 to 2008: President, Chief Executive Officer and Chairman of the Board of Directors, Duane Reade Holdings, Inc. and Duane Reade Inc.

2003 to 2005: Executive Vice President and Chief Operations Officer, Longs Drug Stores Corp.

2000 to 2003, Executive Vice President of Marketing, Safeway Inc.

1998 to 2000: President, Vons Co Inc.
PREVIOUS BOARD EXPERIENCE

2016 to January 2023: Board of Directors of Kellogg Company (Audit Committee; Compensation and Talent Management Committee)

2015 to 2022: Board of Directors, Pulte Group, Inc. (Nominating and Governance Committee, Chair; Compensation and Management Development Committee)

2016 to 2022: Board of Directors, Aramark (Compensation and Human Resources Committee; Nominating, Governance and Corporate Responsibility Committee)
EDUCATION

Mr. Dreiling graduated with a B.A. from Rockhurst University.
EXPERTISE

Mr. Dreiling brings to our Board over 40 years of retail experience at all operating levels. He has strong business development expertise in expanding the footprint and offerings of several retailers. Mr. Dreiling also brings unique experience in the value retail sector gained from his role as the former Chairman and CEO of Dollar General Corporation.
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CHERYL W. GRISÉ
DIRECTOR SINCE MARCH 2022
AGE: 70
BOARD COMMITTEES:
Compensation Committee, Chair
Nominating and Governance Committee
Ms. GriséFormer Executive Vice President of Northeast Utilities and Chief Executive Officer of its principal operating companies. She currently serves on the Board of Directors of ICF International, Inc. (Human Capital Committee; Governance and Nominating Committee), PulteGroup, Inc. (Nominating and Governance Committee; Compensation and Management Development Committee) and Metlife, Inc. (Compensation Committee, Chair; Governance and Corporate Responsibility Committee; Audit Committee).
PREVIOUS WORK EXPERIENCE

1998 to 2007: held several executive leadership positions at Northeast Utilities (now known as Eversource Energy), including President, Utilities Group.
PREVIOUS BOARD EXPERIENCE

2007 to 2015: Board of Directors, Pall Corporation (Compensation Committee, Chair; Nominating and Governance Committee)

2002 to 2008: Board of Directors, Dana Holding Corporation (Audit Committee; Nominating and Governance Committee, Chair)
EDUCATION

Ms. Grisé graduated with a B.A. from the University of North Carolina at Chapel Hill, a J.D. from Thomas Jefferson School of Law, and the Yale University School of Organization and Management, Executive Management Program.
EXPERTISE

Ms. Grisé brings to our Board substantial executive leadership experience with a large consumer facing business, a strong governance and legal background and an unusually solid and strong record of leadership in public company boardrooms in many different sectors. She was named by the National Association of Corporate Directors (NACD) to their Top 100, a list of the top 100 most influential directors in the U.S.
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DANIEL J. HEINRICH
DIRECTOR SINCE MARCH 2022
AGE: 67
BOARD COMMITTEES:
Audit Committee
Finance Committee, Chair
Mr. Heinrich—Former Chief Financial Officer of The Clorox Company. He currently serves on the Board of Directors of Lowe’s Companies, Inc. (Compensation Committee; Technology Committee).
PREVIOUS WORK EXPERIENCE

2001 to 2011: held various senior level positions at The Clorox Company, including Executive Vice President and Chief Financial Officer, The Clorox Company

1996 to 2001: Senior Vice President and Treasurer of Transamerica Finance Corporation

1994 to 1996: Senior Vice President, Treasurer and Controller, Granite Management Company

1986 to 1994: Senior Vice President, Controller and Chief Accounting Officer, First Nationwide Bank

1978 to 1986: Senior Audit Manager, Ernst & Young
PREVIOUS BOARD EXPERIENCE

2013 to February 2023: Board of Directors, Aramark (Audit Committee, Chair; Finance Committee)

2016 to 2022: Board of Directors, Ball Corporation (Audit Committee, Chair; Compensation Committee)

2012 to 2022: Board of Directors, Edgewell Personal Care Company (Compensation Committee, Chair; Audit Committee, Chair; Finance Committee, Chair)

2011 to 2021: Board of Directors, E & J Gallo Winery (Finance & Audit Committee; Executive Compensation Committee)

2013 to 2019: Board of Directors, G3 Enterprises, Inc. (Audit Committee, Chair; Compensation Committee)

2007 to 2009: Board of Directors, Advanced Medical Optics (Audit Committee; Finance Committee)
EDUCATION

Mr. Heinrich is a licensed Certified Public Accountant (inactive), and graduated with a B.S. in Business Administration (with Honors) from the University of California, Berkeley and an M.B.A. (with Honors) from Saint Mary’s College of California.
EXPERTISE

Mr. Heinrich brings to our Board his substantial experience as a director and executive at consumer packaged goods companies and consumer facing businesses. He has extensive executive-level financial knowledge and experience and has developed strong expertise in the areas of strategic business development, risk management, mergers and acquisitions, accounting and information technology. In addition, our Board has determined that Mr. Heinrich qualifies as an Audit Committee financial expert.
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PAUL C. HILAL
DIRECTOR SINCE MARCH 2022
AGE: 56
VICE CHAIRMAN
BOARD COMMITTEES:
Compensation Committee
Finance Committee
Nominating and Governance Committee
Mr. Hilal—Founder and Chief Executive Officer of Mantle Ridge LP, an investment fund. Over the past two decades, he has built a strong record as an engaged or activist investor and as a passive value investor. He currently serves on the Board of Directors of Aramark (Vice Chairman; Nominating, Governance and Corporate Responsibility Committee; Compensation and Human Resources Committee) and CSX Corporation (Vice Chairman; Executive Committee; Finance Committee; Governance and Sustainability Committee).
PREVIOUS WORK EXPERIENCE

2006 to 2016: Partner and Senior Investment Professional, Pershing Square Capital Management

2002 to 2005: Managing Partner, Caliber Capital Management

1998 to 2001: Partner, Hilal Capital Management

1999 to 2000: Acting Chief Executive Officer, WorldTalk Communications Corporation

1992 to 1999: Investment Banker, Broadview Associates
PREVIOUS BOARD EXPERIENCE

2012 to 2016: Board of Directors, Canadian Pacific Railway Limited (Management Resources and Compensation Committee, Chair; Finance Committee)

1999 to 2000: Chairman of the Board of Directors, WorldTalk Communications

1999 to 2016: Board of Directors, Grameen Foundation
EDUCATION

Mr. Hilal graduated with a A.B. in Biochemistry from Harvard College, an M.B.A. from Columbia Business School and a J.D. from Columbia Law School.
EXPERTISE

Mr. Hilal brings to our Board substantial experience enabling companies to successfully effect value-creating change. His experience as a value investor, capital allocator and engaged steward during corporate transformations, in addition to his knowledge of the Company, enables him to contribute to the Board and its mission in unique and extremely valuable ways. Additionally, Mr. Hilal’s service on the boards of multiple public companies will allow him to provide key strategic perspectives to the Board.
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EDWARD J. KELLY, III
DIRECTOR SINCE MARCH 2022
AGE: 69
LEAD INDEPENDENT DIRECTOR
BOARD COMMITTEES:
Nominating and Governance Committee, Chair
Finance Committee
Sustainability and CSR Committee
Mr. Kelly—Retired Chairman of the Institutional Clients Group of Citigroup, Inc. He currently serves on the Board of Directors of Citizens Financial Group, Inc. (Compensation and Human Resources Committee, Chair; Nominating and Corporate Governance Committee, Chair) and Metlife, Inc. (Audit Committee; Compensation Committee; Finance and Risk Committee, Chair).
PREVIOUS WORK EXPERIENCE

2011 to 2014: Chairman, Institutional Clients Group, Citigroup, Inc.

2010 to 2011: Chairman, Global Banking, Citigroup, Inc.

2009 to 2010: Vice Chairman, Citigroup, Inc.

2009: Chief Financial Officer, Citigroup, Inc.

2008 to 2009: Head of Global Banking, President and CEO, Citi Alternative Investments, Citigroup, Inc.

2007 to 2008: Managing Director, The Carlyle Group

2007: Vice Chairman, PNC Financial Services Group, Inc.

2001 to 2007: Chairman and Chief Executive Officer, Mercantile Bankshares Corporation

1995 to 2001: Managing Director, J.P. Morgan

1994 to 1995: General Counsel, J.P. Morgan

1988 to 1994: Partner, Davis Polk & Wardwell, LLP
PREVIOUS BOARD EXPERIENCE

2002 to 2019: Board of Directors, CSX Corporation (Chairman of the Board; Audit Committee; Governance Committee; Executive Committee; Compensation and Talent Management Committee; Finance Committee)

2014 to 2018: Board of Directors, XL Group (Executive Committee; Audit Committee; Compensation Committee; Risk Committee; Corporate Governance Committee; Finance Committee)
EDUCATION

Mr. Kelly graduated with an A.B. from Princeton University and a J.D. from University of Virginia School of Law.
EXPERTISE

Mr. Kelly brings to our Board business, strategic, financial and legal acumen and extensive leadership expertise. His experience includes key roles in building a client-centric model and managing the global operations of a major financial institution. In addition, he provides a local perspective as a long-time Virginia resident and lecturer at the University of Virginia School of Law.
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MARY A. LASCHINGER
DIRECTOR SINCE MARCH 2022
AGE: 63
BOARD COMMITTEES:
Compensation Committee
Sustainability and CSR Committee
Ms. Laschinger—Former Chairman of the Board of Directors and Chief Executive Officer of Veritiv Corporation. She currently serves on the Board of Directors of Newmont Corporation (Leadership Development and Compensation Committee) and Kellogg Company (Compensation and Talent Management Committee, Chair; Executive Committee; and Nominating and Governance Committee).
PREVIOUS WORK EXPERIENCE

2014 to 2020: Chairman and Chief Executive Officer, Veritiv Corporation

2010 to 2014: SVP, International Paper Company, President, xpedx distribution company

2007 to 2014: Senior Vice President, International Paper Company
PREVIOUS BOARD EXPERIENCE

2017 to 2021: Board of Directors, Federal Reserve Bank of Atlanta (Audit Committee; Operational and Risk Committee, Chair)

2007 to 2010: Board of Directors, Ilim Group, Russian (Lead Director; Human Resource Committee)
EDUCATION

Ms. Laschinger graduated with a B.A. in Business Administration from University of Wisconsin—Eau Claire, an M.B.A. from University of Connecticut and the Kellogg School of Management, Postgraduate Studies, Executive Management.
EXPERTISE

Ms. Laschinger brings to our Board substantial experience as a senior executive at some of the largest companies in the United States. In addition, she has led and served on the board of directors of several major U.S. and foreign companies and institutions. Her extensive experience in operating manufacturing and global supply chain businesses includes defining product line up, sourcing products and services and the operational delivery of products and services globally. Through these roles and through her experience as a public company CEO and the Chair of the Audit, Operational and Risk Committee for the Federal Reserve Bank of Atlanta, she has gained deep knowledge of financial, controls and risk management issues. Additionally, through executive leadership and board positions, she has developed expert knowledge of leadership development, defining and implementing compensation, benefits, and related human resource matters.
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JEFFREY G. NAYLOR
DIRECTOR SINCE MARCH 2018
AGE: 64
BOARD COMMITTEES:
Audit Committee, Chair
Finance Committee
Mr. Naylor—Former Chief Financial Officer and Senior Executive of The TJX Companies. He is the Managing Director of his consulting firm, Topaz Consulting LLC, where he advises private equity firms on potential transactions and provides services in the area of strategy and finance. In addition, he currently serves on the Board of Directors of Synchrony Financial (Chairman of the Board; Audit Committee; Management and Compensation Committee) and Wayfair, Inc. (Audit Committee, Chair).
PREVIOUS WORK EXPERIENCE

2004 to 2014: held various senior level positions at TJX Companies, Inc., including Senior Executive Vice President, Chief Financial and Administrative Officer of TJX Companies, Inc.

2001 to 2004: Chief Financial Officer, Big Lots, Inc.

Held senior level positions with Limited Brands, Sears, Roebuck and Co., and Kraft Foods, Inc.

Mr. Naylor began his career as a Certified Public Accountant with Deloitte Haskins & Sells.
PREVIOUS BOARD EXPERIENCE

2013 to 2021: Board of Directors, Emerald Holding, Inc. (Audit Committee, Chair; Nominating and Corporate Governance Committee, Chair; Compensation Committee)

2010 to 2016: Board of Directors, Fresh Market, Inc. (Audit Committee, Chair)
EDUCATION

Mr. Naylor graduated with a B.A. in Economics from Northwestern University and an M.B.A. from J.L. Kellogg School of Management.
EXPERTISE

Mr. Naylor brings to our Board an extensive financial and accounting background as well as significant leadership and retail experience. In addition, our Board has determined that Mr. Naylor qualifies as an Audit Committee financial expert.
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WINNIE Y. PARK
DIRECTOR SINCE DECEMBER 2020
AGE: 52
BOARD COMMITTEES:
Audit Committee
Compensation Committee
Ms. Park—Chief Executive Officer of Forever 21 from January 2022 to present. She currently serves on the Board of Directors of Sound Point Acquisition Corp. I, Ltd.
PREVIOUS WORK EXPERIENCE

2015 to 2021: CEO of Paper Source

2012 to 2015: Executive Vice President, Global Marketing and eCommerce, DFS Group Ltd.

2006 to 2012: Global Vice President, Fashion, DFS Group Ltd.

2004 to 2006: Senior Director, Women’s Merchandising for the Dockers brand, Levi Strauss & Co.

2003 to 2004: Director, Global Strategy for the Dockers brand, Levi Strauss & Co.

2001 to 2003: Engagement Manager, McKinsey & Company
PREVIOUS BOARD EXPERIENCE

2017 to 2022: Board of Directors, Express, Inc. (Compensation Committee; Governance Committee; and Audit Committee)
EDUCATION

Ms. Park graduated with a B.A., Cum Laude, in Public and International Affairs from Princeton University and an M.B.A. in Corporate Finance and Marketing from Northwestern University.
EXPERTISE

Ms. Park is a retail and marketing leader with deep experience in brand-building, e-Commerce, omni-channel specialty retail, merchandising and international expertise. In addition, the Board has determined that Ms. Park qualifies as an Audit Committee financial expert.
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BERTRAM L. SCOTT
DIRECTOR SINCE MARCH 2022
AGE: 72
BOARD COMMITTEES:
Audit Committee
Sustainability and CSR Committee
Mr. Scott—Retired health care executive who formerly served as the President and Chief Executive Officer of Affinity Health Plan and President, US Commercial, of CIGNA Corporation. He currently serves on the Board of Directors of the following public companies: Equitable (Compensation Committee; Nominating and Corporate Governance Committee), Lowe’s Companies, Inc. (Audit Committee, Chair; Nominating and Governance Committee) and Becton, Dickinson and Company (Lead Director; Audit Committee, Chair; Compensation and Human Capital Committee).
PREVIOUS WORK EXPERIENCE

2015 to 2019: Senior Vice President of Population Health and Value Based Care at Novant Health

2012 to 2014: President and Chief Executive Officer, Affinity Health Plan

2010 to 2011: President, US Commercial, CIGNA Corporation

2000 to 2010: Executive Vice President and Chief Institutional Development and Sales Officer, TIAA-CREF

2000 to 2007: President and Chief Executive Officer, TIAA-CREF

1996 to 2001: President and Chief Executive Officer, Horizon Mercy Healthcare
PREVIOUS BOARD EXPERIENCE

2020 to 2022: AllianceBernstein (Compensation and Workplace Practices Committee)
EDUCATION

Mr. Scott graduated with a B.A. in Business Administration from DePaul University, a Doctor of Humane Letters from DePaul University and the Harvard Business School Advanced Management Program.
EXPERTISE

Mr. Scott brings to our Board his substantial corporate governance and business expertise, in addition to extensive experience serving as a director on the boards of several large, complex, publicly-traded companies, as well as serving as chair of several board committees. Mr. Scott draws on his professional experiences to provide perspective to the boards on which he serves with respect to development and the implementation of strategy, mergers and acquisitions, merger integration, and sales and marketing. In addition, the Board has determined that Mr. Scott qualifies as an Audit Committee financial expert.
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STEPHANIE P. STAHL
DIRECTOR SINCE JANUARY 2018
AGE: 56
BOARD COMMITTEES:
Nominating and Governance Committee
Sustainability and CSR Committee, Chair
Ms. Stahl—Former Global Marketing & Strategy Officer of Coach, Inc. She is the Founder of her investment and advisory company Studio Pegasus LLC which she launched in 2015 to focus on supporting early-stage consumer ventures. In addition, she serves on the Board of Directors of Carter’s, Inc. (Compensation Committee and Nominating and Corporate Governance Committee) and Newell Brands, Inc.
PREVIOUS WORK EXPERIENCE

2015 to current: Owns and operates Studio Pegasus, LLC, an investment and advisory company focused on consumer sector digital startups.

2012 to 2015: Executive Vice President, Global Marketing & Strategy, Coach, Inc.

2010 to 2011: Chief Executive Officer, Tracy Anderson Mind & Body, LLC

2003 to 2006: Executive Vice President, Chief Marketing Officer, Revlon, Inc.

1998 to 2003: Partner and Managing Director, The Boston Consulting Group, Inc.

1997: Vice President, Strategy & New Business Development, Toys “R” Us, Inc.
PREVIOUS BOARD EXPERIENCE

2017 to 2022 Board of Directors of Founders Table Restaurant Group

2013 to 2021 Board of Directors of Knoll, Inc. (Audit Committee and Nominating Committee)
EDUCATION

Ms. Stahl graduated with a B.S. in Quantitative Economics from Stanford University and an M.B.A. (with distinction) from Harvard University.
EXPERTISE

Ms. Stahl brings to our Board significant experience in marketing, data analytics, digital, sustainability, brand building and strategy. Ms. Stahl has spent her career focused on the retail/consumer sector with extensive experience in developing, executing and optimizing major change initiatives including fundamental business transformation, mergers and acquisitions, and post-merger integrations.
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THE BOARD AND ITS COMMITTEES
The Board has re-nominated 10 current directors for election at the 2023 annual meeting of shareholders to serve as directors for a one-year term.
The Board of Directors has five standing committees, each comprised solely of independent directors: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Sustainability and CSR Committee. These committees operate under written charters which are available on our corporate website, at www.dollartreeinfo.com/corporate-governance.
The current Board committee assignments of our re-nominated directors are as follows:
Director
Independent
Director
(1)
Audit
Committee
(2)
Compensation
Committee
Nominating
and
Governance
Committee
Finance
Committee
Sustainability
and CSR
Committee
Richard W. Dreiling
Cheryl W. Grisé
C
Daniel J. Heinrich
C
Paul C. Hilal
Edward J. Kelly, III
LD
C
Mary A. Laschinger
Jeffrey G. Naylor
C
Winnie Y. Park
Bertram L. Scott
Stephanie P. Stahl
C
LD
Lead Independent Director
C
Committee chair
(1)
Our Board reviewed the composition of each committee and determined that all of our non-employee directors were independent within the meaning of the listing standards of the Nasdaq Stock Market and SEC regulations.
(2)
The Board, after review of each individual’s employment experience and other relevant factors, has determined that Daniel Heinrich, Jeffrey Naylor, Winnie Park and Bertram Scott are qualified as audit committee financial experts within the meaning of SEC regulations.
 
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Audit Committee
The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities regarding the quality and integrity of the accounting, auditing and financial reporting practices of the Company. At each regular meeting, the Audit Committee meets in executive sessions with the Company’s independent auditors, Chief Legal Officer, Vice President—Internal Audit, Chief Financial Officer and Senior Vice President—Principal Accounting Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance and other matters. The independent auditors have access to the Audit Committee without management present to discuss the results of their audits and their views on the adequacy of our internal controls, quality of financial reporting and other accounting and auditing matters.
The Committee’s primary duties and responsibilities include:

monitoring our financial reporting processes and internal control systems;

overseeing our internal and external audit processes, including participation in the planning of the audit efforts of our independent auditors, internal audit department and our finance department;

reviewing and discussing the Company’s practices with respect to risk assessment and risk management, including financial, operational, information security, data privacy, business continuity and legal and regulatory risks;

providing an open avenue of communication among the independent auditors, internal auditors, financial and senior management, and the Board;

reviewing our quarterly and annual financial statements;

reviewing related party transactions; and

appointing and evaluating the independent auditors of our financial statements.
The Audit Committee met eight (8) times in 2022. In addition, the Chair of the Committee conducted periodic updates with the independent auditors and/or financial management.
All members of the Audit Committee during 2022 met the independence requirements of the Nasdaq Stock Market and SEC regulations. The report of the Committee can be found beginning on page 115.
Compensation Committee
The purpose of the Compensation Committee is to assist the Board in its oversight of the Company’s executive compensation structure, including salary, incentives and benefits, in order to attract and retain key executives. The Committee also monitors the Company’s compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.
The Committee’s primary duties and responsibilities include:

overseeing our compensation and benefit practices;

establishing the compensation arrangements for our executive officers;

overseeing the administration of our executive compensation plans and Employee Stock Purchase Plan;
 
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approving awards under our equity-based compensation arrangements;

overseeing the Company’s strategies, policies and key metrics with respect to diversity, equity and inclusion and human capital management, talent development and retention of key personnel;

approving the design and payouts under our incentive plans for executive officers;

reviewing the compensation of the independent members of the Board for service on the Board and its committees and recommending any changes to the Board for approval; and

reviewing annually the executive officers’ stock ownership levels to ensure compliance with the Company’s executive target ownership policy.
The Compensation Committee met nine (9) times in 2022. In addition, the Chair separately engaged in numerous in-depth discussions with members of management.
All members of the Compensation Committee during 2022 met the independence requirements of the Nasdaq Stock Market and SEC regulations. The report of the Committee, together with our Compensation Discussion and Analysis and information regarding executive compensation, can be found beginning on page 50.
Nominating and Governance Committee
The purpose of the Nominating and Governance Committee is to advise the Board of Directors on the composition, organization and effectiveness of the Board and its committees and on other issues relating to the corporate governance of the Company. The Committee’s primary duties and responsibilities include:

recommending candidates to be nominated by the Board, including the re-nomination of any currently serving director, to be placed on the ballot for shareholders to consider at the annual shareholders’ meeting;

if the Chairman of the Board is not independent, recommending an independent director to be appointed as Lead Independent Director;

recommending nominees to be appointed by the Board to fill interim director vacancies;

reviewing periodically the membership and Chair of each committee of the Board and recommending committee assignments to the Board, including rotation or reassignment of any Chair or committee member;

reviewing and resolving requests for waivers from directors of any provision of the Company’s Code of Conduct;

monitoring significant developments in regulations and best practices concerning corporate governance and the duties and responsibilities of each director;

leading the Board in its annual performance evaluation;

evaluating and administering our Corporate Governance Guidelines and recommending changes to the Board;

reviewing and overseeing our governance structure and other facets of the Company’s corporate governance, including the structure of the Board, provisions of the Company’s articles and bylaws, arrangements containing provisions that become operative in the event
 
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of a change in control of the Company and other documents, policies and procedures in the governance framework;

reviewing annually the directors’ stock ownership levels to ensure compliance with our director stock ownership requirements; and

monitoring annually the education of Board members on matters related to their service on the Board.
In addition, the Committee oversees the Shareholder Engagement Policy, recommends to the Board any proposed changes to such policy, monitors the process for shareholders to communicate with the Board, and assesses and recommends action on any matters raised in shareholder communications relating to governance topics.
The Nominating and Governance Committee met nine (9) times in 2022. For further information on the Committee, please see “How Nominees to our Board are Selected” beginning on page 43.
All members of the Nominating and Governance Committee during 2022 met the independence requirements of the Nasdaq Stock Market.
Finance Committee
The purpose of the Finance Committee is to assist the Board in its oversight of the Company’s financial policies, strategies, capital structure and allocation. The Committee’s primary duties and responsibilities include:

reviewing and advising the Board on the Company’s capital structure and allocation;

reviewing and advising the Board on significant financing and related transactions;

reviewing and advising the Board on financial considerations relating to the leasing, purchase, sale, conveyance and other acquisition and disposition of stores, facilities and real property;

reviewing and evaluating new store openings and performance;

reviewing and advising the Board on the annual capital budget and advising the Board on major capital projects and commitments; and

reviewing and advising the Board on acquisitions and divestitures and supporting the Board’s review with management of previously effected acquisitions and divestitures.
The Finance Committee met three (3) times in 2022. In addition, the Chair separately engaged in numerous in-depth discussions with members of management.
Sustainability and Corporate Social Responsibility Committee
The purpose of the Sustainability and CSR Committee is to assist the Board in its oversight of the Company’s sustainability and environment and social-related risks and strategies, external reporting, and workplace environment and culture. The Committee’s primary duties and responsibilities include:

assisting the Board in discharging its responsibilities relating to oversight of the Company’s strategies, policies and initiatives, and assessing, monitoring and making recommendations to the Board, with respect to sustainability and corporate social responsibility matters, including those related to environmental and social issues, human rights, labor, health and
 
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safety, workplace environment and culture, vendor and supplier diversity, philanthropy, and community and governmental engagement and relations;

overseeing the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity, equity, and inclusion as it relates to the Company’s workforce, workplace environment and culture, and the recruiting, selection, talent development, progression and retention of the Company’s workforce;

reviewing and discussing with management key human capital metrics for the Company’s workforce that may be used by the Company; and

at least semi-annually, evaluating, discussing, and, as appropriate, directing the disclosure of the Company’s risks relating to corporate social responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting Company stakeholders.
The Sustainability and CSR Committee met three (3) times in 2022.
Meetings of the Board of Directors
The Board of Directors has scheduled four regular meetings in 2023 and recently held one of these meetings in March 2023. The Board will hold special meetings when Company business requires. During 2022, the Board held eighteen (18) meetings. Informational update calls are periodically conducted during the year. Each member of the Board attended more than 75% of all Board meetings and meetings of committees of which he or she was a member.
We expect each of our directors to attend the annual meeting of our shareholders. All of the then incumbent directors were in attendance at the 2022 virtual annual meeting of our shareholders.
 
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BOARD GOVERNANCE
Our Board operates within a strong set of governance principles and practices, including:
Governance Practice
Dollar Tree’s Governance Policies and Actions
All directors elected annually upon majority vote, except where contested
YES
Our Board is not classified, and in uncontested elections our directors are elected by the vote of a majority of the votes cast. See “Proposal No. 1—Election of Directors” on page 111.
Robust Lead Independent Director position
YES
When our Board Chairman is not independent, a Lead Independent Director is elected from among the independent directors. Our Corporate Governance Guidelines enumerate the robust authority and responsibilities of the Lead Independent Director in managing Board matters. See “Board Leadership Structure” on page 32.
Enhanced director stock ownership guidelines
YES
Each director must hold Dollar Tree stock worth no less than five times the annual cash retainer. See “Director Stock Holding Requirements” on page 33.
Enhanced shareholder engagement program
YES
We formalized our policy to facilitate shareholder access to senior management and independent directors. See “Engagement with Shareholders” on page 38.
A strong corporate commitment to environmental stewardship and sustainability
YES
We have made a commitment to environmental stewardship and are pursuing meaningful strategies and initiatives that address the sustainability risks associated with our business. We strongly support policies that benefit our customers, our associates, our communities and our environment. See “Environmental and Social Sustainability” on page 35.
Thoughtful approach to director tenure and board diversity
YES
We endeavor to include women and minority candidates in the pool from which Board nominees are chosen and to consider diverse directors for leadership positions on the Board. While directors have no term limit, the Board values the benefits of regular board refreshment and annually reviews director tenure. See “Board Diversity” and “Board Tenure” on page 44.
 
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Independence
Dollar Tree is committed to principles of good corporate governance and the independence of a majority of our Board of Directors from the management of our Company. Of our eleven current directors, the following ten have been determined by our Board to be independent directors within the applicable listing standards of the Nasdaq Stock Market: Thomas W. Dickson, Cheryl W. Grisé, Daniel J. Heinrich, Paul C. Hilal, Edward J. Kelly, III, Mary A. Laschinger, Jeffrey G. Naylor, Winnie Y. Park, Bertram L. Scott and Stephanie P. Stahl.
All members of our Audit Committee, our Compensation Committee and our Nominating and Governance Committee are independent under Nasdaq listing standards. Our Board has reviewed the various relationships between members of our Board and the Company and has affirmatively determined that none of our directors or nominees has material relationships with Dollar Tree, other than Mr. Dreiling, who is a member of management. See “Certain Relationships and Related Transactions” on page 101 for further information.
If the slate of directors proposed to be elected at the 2023 annual meeting of shareholders is elected, all committees of our Board will continue to be comprised solely of independent directors. The basis for an independence determination by our Board is either that the director has no business relationship other than his or her service on our Board, or that while a director may have some involvement with a Company or firm with which we do business, our Board has determined that such involvement is not material and does not violate any part of the definition of “independent director” under Nasdaq listing standards. None of our current executives sit on any of our committees.
At the regular meetings of our Board of Directors, a private session, without management present, is conducted by the non-management members of our Board.
Board Leadership Structure
Our Board is led by our Chairman & CEO, our Vice Chairman and our Lead Independent Director. As set forth in our Corporate Governance Guidelines, a Lead Independent Director is selected by our independent directors when our Chairman is not independent. In March 2022, Edward J. Kelly, III was elected as Lead Independent Director by the independent directors. Under our guidelines, the Lead Independent Director has clearly defined and robust leadership authority and responsibilities, including:

conferring regularly with the Chairman & CEO and the Vice Chairman;

in conjunction with the Chairman and the Vice Chairman, supporting a strong Board culture and encouraging director participation by fostering an environment of open dialogue and constructive feedback among the directors and facilitating communication across Board committees and among the Chairman & CEO, the Vice Chairman, the Board as a whole and Board committees (including the chairs of Board committees);

communicating feedback from the Board regarding the performance of the Chairman & CEO;

presiding at shareholder and Board meetings in the event that the Chairman & CEO or the Vice Chairman are absent or unable to act or if designated by the Vice Chairman in accordance with our bylaws;

setting the agenda for and presiding over executive sessions of solely independent directors, and with the power to call meetings of the independent directors, with the expectation that the Lead Independent Director will also coordinate feedback and follow-up as appropriate with the Chairman & CEO, the Vice Chairman, and the chairpersons of
 
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relevant Board committees and other directors, as appropriate, concerning matters discussed among the independent directors;

in conjunction with the Chairman & CEO and the Vice Chairman, setting the agenda for meetings of the Board, advising the Chairman & CEO and the Vice Chairman as to the Board’s information needs and working with the Chairman & CEO and Vice Chairman as needed to coordinate and provide direction, feedback, changes, input and approval regarding Board meeting agendas, schedules and materials in order to support Board deliberations and enable sufficient time for discussion of all agenda items;

assisting the Chairman & CEO and Vice Chairman with issues that concern the Board;

remaining well-informed about senior management and succession plans; and

being available, consistent with the Shareholder Engagement Policy described beginning on page 38, for consultation and direct communication with shareholders when appropriate.
The Board has determined that its current leadership structure is the most appropriate for Dollar Tree and its shareholders. The appointment of Mr. Dreiling as Chairman & CEO in 2022 has brought to the Company a proven leader with extensive, highly relevant retail industry experience at all operating levels, including success in the dollar store segment as the CEO and Chair of Dollar General Corporation from 2008 to January 2016. The appointment of Mr. Dreiling as the CEO positions him to drive the Board’s key initiatives and to generate long-term positive results for the Company and its shareholders. The role of the Lead Independent Director, as described above, facilitates the active engagement of our independent directors in the various aspects of the Board’s work and governance. We believe the functioning of our Board is enhanced by having Mr. Dreiling as Chairman & CEO, Mr. Hilal as Vice Chairman and Mr. Kelly as Lead Independent Director.
As part of the Company’s ongoing commitment to corporate governance, the Board periodically considers its leadership structure and the role of the Lead Independent Director.
Director Stock Holding Requirements
In November 2022, the Board enhanced its stock ownership guidelines to require that each non-employee director should hold Dollar Tree stock worth no less than five (5) times the annual cash retainer paid to directors, valued on the date such director acquired the stock. Vested stock or stock units beneficially owned by the director, including stock or stock units held in the 2013 Director Deferred Compensation Plan, are counted in meeting the guidelines, but unexercised stock options are not counted toward meeting the requirement. Under our policy, each director has five (5) years after he or she is first elected to the Board to meet the director stock holding requirements. Consistent with prior years, a majority of the directors chose to defer a meaningful portion of their annual cash retainer as shares of common stock, ranging from 50% to 100% of total compensation for participating directors during 2022. As of April 2022 all of the directors are in compliance with the Company’s stock ownership guidelines.
Majority Voting in Uncontested Election of Directors
Our bylaws provide for majority voting in uncontested director elections. Consequently, a director nominee will be elected by a majority of votes cast in uncontested director elections and by a plurality of votes in contested elections.
In addition, our Corporate Governance Guidelines include a director resignation policy which provides that any individual to be nominated by the Board to serve as a director in an uncontested election must submit an irrevocable resignation which is contingent on such individual failing to receive a majority of the votes cast in the election and acceptance of such resignation by the Board. Under the policy, if a director does not receive a majority of the votes cast in the election, the resignation would
 
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be considered by the Nominating and Governance Committee, which would recommend to the Board what action to take with respect to the resignation. Our guidelines provide that the Board will act on the recommendation of the Committee within 90 days following the certification of the shareholder vote, and the Company will file a Form 8-K with the SEC describing the Board’s decision.
Board’s Role in Risk Oversight
The Board of Directors is actively involved in overseeing enterprise risk, primarily through the assistance of its committees, which address the risks within their areas of responsibility as provided in the committee charters or otherwise delegated by the Board to those committees. Each committee reports matters relating to risk to the full Board. In addition, the Lead Independent Director is responsible for facilitating director input and discussion regarding risks to the Company’s business.
The Audit Committee has a key role in the assessment of risks related to our business. At least semi-annually, the Audit Committee reviews and discusses with senior management the Company’s major risk exposures, including financial, operational, information security, data privacy, business continuity and legal and regulatory risks, the steps the Company has taken to identify, monitor and control such exposures, and the Company’s risk assessment and risk management policies, including mitigation strategies. This includes a review and discussion of the Company’s annual risk assessment conducted by the Internal Audit Department, which conducts an annual investigation and evaluation of enterprise risk focusing on areas that are essential to the successful operation of the Company. The Audit Committee engages in dialogue and receives updates at or between its meetings from the Vice President of Internal Audit, the Chief Compliance Officer, the Chief Financial Officer, Chief Legal Officer and the Chairman & CEO on matters related to risk. The Audit Committee shares appropriate information with the Board, either at its next meeting or by other more immediate communication.
The Sustainability and CSR Committee oversees the Company’s risks relating to sustainability and environment and social-related risks, including climate change and the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting Company stakeholders. In carrying out its oversight role, the Committee is responsible for developing and recommending to the Board policies and procedures relating to sustainability risks. The Chairman & CEO and other members of management are responsible for assessing on an ongoing basis the Company’s sustainability risks and providing regular reports to the Sustainability and CSR Committee and/or the Board on the identification, evaluation, management and mitigation of those sustainability risks.
The Compensation Committee, in setting executive compensation, considers risks that may be implicated by our compensation programs and endeavors to set executive compensation at a level that creates incentives to achieve long-term shareholder value without encouraging excessive risk-taking to achieve short-term results. The Committee also oversees the Company’s human capital management strategies and policies for key personnel and considers related risks.
The Finance Committee, oversees risks associated with the Company’s financial policies, strategies, capital structure and allocation. The Finance Committee’s role includes reviewing and advising the Board on significant financial and related transactions and reviewing and advising the Board on the annual capital budget and major capital projects and commitments. The Finance Committee regularly receives reports from the Chief Financial Officer and other members of management on the Company’s cash flow and leverage positions.
Information Security Risk Management
The security of information shared with us by our customers, vendors and associates is important to us. We employ a multi-layer approach in the implementation of our cybersecurity practices, including:

Application of the National Institute of Standards and Technology Cyber Security Framework (NIST CSF)
 
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Payment Card Industry Data Security Standards (PCI-DSS) audits by trained and certified assessors

External audits, assessments and controls testing by qualified national consulting firms conducted on an annual basis

Continual reviews of the security programs of our most critical third-party partners

Monitored threat detection using artificial intelligence and behavior analysis

Business continuity, disaster recovery and incident response exercises led by our Chief Information Officer and Chief Information Security Officer

Cyber security training for all associates, including simulated phishing exercises throughout the year to measure and reinforce defensive measures

Cyber risk insurance covering cyber related breaches and interruptions in the business continuity of our computing environment
Our Audit Committee, which includes members that have cybersecurity experience, oversees the Company’s management of risks relating to information security and data privacy. At least semi-annually, the Audit Committee is responsible for reviewing and discussing with management the Company’s risk exposures related to information security and data privacy. These management updates are designed to inform the Audit Committee of any potential risks relating to information security or data privacy as well as any relevant mitigation or remediation tactics being implemented.
To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer (CISO) whose team is responsible for our overall information security, cyber risk, and business continuity programs. The CISO serves as the designated executive leader for cyber or data-related incident response activities.
We regularly conduct internal reviews and work with third-parties to identify and manage information security risks. We have not experienced any computer data security breach in the past three years and, as a result, we have not incurred any related expenses, penalties or settlements during this period.
Environmental and Social Sustainability
Dollar Tree is committed to environmental and social sustainability, product safety, human rights and human capital management, and continues to enhance its efforts in these areas. From its beginning over thirty years ago, we have operated our business with integrity and concern for others. We are focused each day on promoting a welcoming and safe environment for our customers and associates. The principles that guide us are ingrained in our people and our operations. From the global impact of climate change to the well-being of our associates to the safety of the products we sell, Dollar Tree strives to stay focused on these values.
Board and Management Oversight
Our Board and management recognize the importance of assessing and planning for the potential impact of climate change and other sustainability risks of our business. The Board took on enhanced ESG oversight in 2020 by charging the then-named Nominating, Governance and Sustainability Committee with responsibility for related risks. In 2022, the Board created a separate Sustainability and CSR Committee specifically to monitor and evaluate the Company’s social impact, the sustainability of its operations and environmental and other climate-related risks affecting our associates, our customers, and other stakeholders.
 
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Under its charter, the Sustainability and CSR Committee’s primary duties and responsibilities include, at least semi-annually, to evaluate, discuss, and, as appropriate, direct the disclosure of the Company’s risks relating to corporate responsibility and sustainability, including the environment, human rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting our stakeholders. The Committee is also responsible for developing and recommending to the Board policies and procedures relating to the Company’s sustainability and corporate responsibility matters. At least twice a year, the Committee reviews the Company’s initiatives related to diversity, equity and inclusion (DEI) as it relates to workplace environment and culture, human capital management of the Company’s workforce and talent development and retention of the Company’s workforce.
In 2022, Dollar Tree hired its first Chief Sustainability Officer who regularly engages with the Sustainability and CSR Committee and the full Board. Through the work of our Chief Sustainability Officer Dollar Tree has increased its focus and accelerated its activities to advance the Company’s sustainability initiatives.
Sustainability Reporting and Engagement
We report on our Company’s environmental and social sustainability strategies, initiatives and progress in our annual update which may be found on our website along with relevant policies. Our enhanced 2022 report provides information on our progress toward our initial climate-related targets and our DEI initiatives. To increase transparency and disclosure, our reporting is aligned with relevant frameworks including SASB standards and the Task Force on Climate-related Financial Disclosures (TCFD). Also in 2022, we participated in the CDP climate questionnaire for the first time to benchmark, quantify and disclose our progress to manage our climate-related risks and opportunities.
Our sustainability initiatives are informed by our active engagement with our shareholders. In 2022, we engaged in productive dialogue on a variety of topics including environmental and social sustainability. Also, in 2022, shareholders voted in favor of a shareholder proposal regarding climate transition planning. Since the 2022 annual shareholders’ meeting, we have been in constant communications with the shareholder proponent regarding our work to respond to the shareholder proposal.
Environmental Sustainability and Climate Action
We recognize that sustainability is important to our stakeholders and to our business. We are focused on pursuing meaningful initiatives that minimize our environmental impact while reducing costs and driving efficiency, which we believe reduces risk and ultimately ensures the creation of sustainable shareholder value.
Starting in 2020, Dollar Tree began to define and measure its carbon emissions footprint, to set initial greenhouse gas (GHG) emissions targets, and to prepare a formal climate disclosure report and plan. Our GHG emissions come from the energy we consume across our stores and distribution centers, the emissions associated with the production of the goods we sell, and the transportation of those goods from our suppliers to our stores. In 2021, we set our first-generation climate-related goals which included (i) a goal to reduce Scope 1 and 2 greenhouse gas emissions by 25% per square foot across our retail stores, distribution centers and Store Support Center, and (ii) a goal to engage with our top suppliers to understand their sustainability commitments and set a target of 75% of our supplier spend for merchandise to be with companies which have measurable greenhouse gas reduction or renewable energy targets by 2031.
Building on our initial targets to reduce our GHG emissions, Dollar Tree has recently committed to set our ambition to achieve net zero Scope 1, 2 and 3 emissions by 2050 and to announce 1.5 degree aligned near-term Scope 1, 2 and 3 emissions reduction targets on or before June 30, 2024. More information about our climate efforts will appear in the Company’s 2023 corporate sustainability update, which will be made available on our website prior to the 2023 annual shareholders’ meeting.
 
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Responsible Sourcing, Product Safety and Sustainability
We are dedicated to offering our customers products that are safe, reliable, and ethically sourced and manufactured. That means taking extra care to examine the practices of our vendors and manufacturers so that we can minimize our environmental impact and source natural resources responsibly while working to create a humane supply chain. We promote and audit compliance with our Vendor Code of Conduct, Human Rights Policy, and other relevant policies to assure alignment with labor, health and safety, human trafficking, non-discrimination, and other legal requirements. We will not do business with factories that do not respect basic human rights.
We have also adopted a chemical policy to identify and reduce chemicals of high concern in our products and are members of the Chemical Footprint Project. We continue to evaluate our chemical priority list to incorporate new chemicals of concern so that we can continue evolving our requirements around high-priority chemicals as new information and recommendations become available. In addition, we utilize independent and certified companies to test products that we import to assure that they meet or exceed all regulatory, legal or industry standards. We have one of the most robust testing programs for children’s products, assuring that testing is done using random sample collection, often multiple times on each production run.
Human Capital Management
We serve thousands of communities across North America through the hard work and dedication of more than 200,000 associates working at our stores, distribution centers and Store Support Center (SSC). We believe in the growth and development of our associates and provide professional and leadership development experiences, including online and instructor-led trainings to assist associates in their current role and help prepare them for future growth.
We are committed to providing market-competitive pay for all positions, and we are a pay for performance organization with performance-based compensation opportunities at almost all levels of the organization, including hourly paid positions. Both Dollar Tree and Family Dollar have implemented a Store Manager Bonus Program, which rewards store managers for strong performance. We also offer benefits to eligible associates such as participation in our 401(k) plan and Employee Stock Purchase Plan in order to help our associates plan for their retirement. All full-time and part-time associates are eligible for competitive health and welfare benefits, including medical, dental, vision, disability, life insurance and other benefits.
Workplace Safety
Our associates and customers drive our success. Providing them with a safe environment for both working and shopping is essential. We strive to maintain a culture of safety and continuous improvement, which begins with our leaders modeling the behaviors we want our associates to adopt and developing the necessary resources and training to support our associates across a range of workplace safety topics.
Diversity, Equity and Inclusion
We continue to build a rewarding, engaging, diverse and inclusive work environment. In 2020, we formed the DEI Executive Council comprised of senior leaders from across the Company who are charged with creating a DEI engagement strategy aligned with our business goals. In addition to helping to foster a culture of diversity and inclusion, the DEI Executive Council has helped to drive accountability at the senior management level for progress on key DEI initiatives. Among its many activities, the DEI Executive Council has overseen the formal development of Associate Resource Groups (ARGs) including Champions of Women, Pride LGBTQ+ and the Black Advocates Alliance (BAA); unconscious bias training; and the creation of an Allyship Guide for associates.
In 2022, under the Board’s oversight, we have set a series of initial DEI commitments for the Company. To ensure success, we hired the company’s first Chief Diversity Officer (CDO) to lead our
 
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efforts moving forward. The CDO, in collaboration with senior leadership, will review and expand our current DEI strategy and efforts. We are also developing and validating systems that bring visibility to our DEI metrics and progress via a dashboard available to our senior leadership and Board. Finally, we plan to further integrate a DEI focus into the range of Company talent life cycle programs, policies, and practices, including talent attraction, development, and succession planning.
Code of Ethics
Our Board has adopted a Code of Ethics for all our employees, officers and directors, including our Chief Executive Officer and senior financial officers. The Code of Ethics reflects our commitment to conducting business in an ethical and lawful manner. Among other things, our Code of Ethics addresses such topics as honest and ethical conduct, valuing our associates, workplace and product safety, conflicts of interest, relationships with vendors, compliance with laws, and the protection of Company assets.
Our Code of Ethics may be viewed at www.corporate.dollartree.com/investors/governance/governance-documents. In addition, a printed copy of the Code will be provided to any shareholder upon request submitted to the Corporate Secretary at our corporate headquarters address, which is 500 Volvo Parkway, Chesapeake, VA 23320.
Any amendments to, or waivers of, the Code of Ethics applicable to our directors, executive officers, principal accounting officer or controller or persons performing similar functions, will be posted on our website at www.corporate.dollartree.com/investors/governance/governance-documents.
Engagement with Shareholders
We value regular, constructive conversations with our shareholders. These communications provide us with an opportunity to gain valuable insights and understanding with respect to shareholder interests and priorities. The Board’s commitment to shareholder outreach is reflected in its shareholder engagement policy included in our Corporate Governance Guidelines, which is intended to foster long-term, collaborative relationships with shareholders.
In 2022, we continued our engagement with shareholders to understand their views on issues of importance to them. The principal topics of engagement included:

our long-term business strategy and initiatives;

our executive compensation program;

environmental impact and sustainability matters, including climate change; and

investments in our associates, including diversity, equity and inclusion.
In addition, prior to the Board’s approval of the Stewardship Framework Agreement in March 2022, members of our Board engaged with shareholders owning more than 50% of the Company’s common stock to better understand their perspectives on our business strategy and leadership. The feedback from our shareholders was an important factor in the Board’s consideration of the governance changes contemplated by the Stewardship Framework Agreement, including the reconstitution of the Board and the changes in our Board leadership.
Although our senior executive officers and investor relations department are primarily responsible for our communications and engagement with shareholders, our independent directors may also be involved in shareholder engagement from time to time as appropriate.
 
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Communications with the Board
Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send correspondence by mail to Dollar Tree Board of Directors, c/o Corporate Secretary, 500 Volvo Parkway, Chesapeake, VA 23320, or by email to CorpSecy@DollarTree.com. The Corporate Secretary has been instructed by the Board to forward all communications, except those that are clearly unrelated to Board or shareholder matters, to the relevant Board members.
 
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DIRECTOR COMPENSATION
Director compensation is established by the Board of Directors and periodically reviewed. The table below sets out the compensation structure for non-employee directors in fiscal year 2022. The non-employee director compensation was designed to:

Simplify and streamline non-employee director compensation

Provide for 50% of the annual retainer to be awarded as equity, consistent with market practice and good governance and to align directors’ interests with those of shareholders

Recognize the responsibility and workload expected of the Chairs of the standing Committees and the Lead Independent Director, while generally maintaining an overall market competitive level of non-employee director compensation

Support an equitable allocation of Committee Chair and member responsibility and workload
In September 2022, the Compensation Committee, with the support of its compensation consultant, Meridian Compensation Partners, completed a peer benchmarking review of the non-employee director compensation program and determined that the compensation program was aligned with the market.
Compensation Element
Non-Employee Director
Compensation
Retainer
•Annual cash retainer $150,000
•Annual equity award $150,000
•Total annual retainer $300,000
Lead Independent Director $50,000
Audit Committee Chair $40,000
Compensation Committee Chair $35,000
Nominating and Governance Committee Chair $35,000
Finance Committee Chair $30,000
Sustainability and Corporate Social Responsibility Committee Chair $30,000
Committee Members No committee member fees
Meeting Fees No meeting fees
The Board may also authorize additional fees for ad hoc committees, if any. We do not offer non-equity incentives or pension plans to non-employee directors.
Under our shareholder-approved 2013 Director Deferred Compensation Plan, directors may elect to defer receipt of all or a portion of their Board and committee fees to be paid at a future date in either cash or shares of common stock, or to defer all or a portion of their fees into non-statutory stock options. Deferral elections must be made by December 31 for the deferral of fees in the next calendar year and must state the amount or portion of fees to be deferred; whether and to what extent fees are to be deferred in cash or shares or paid in the form of options; in the case of deferral into cash or shares, whether the payout shall be in installments or lump sum; and the date on which such payout will commence. In the case of deferrals into options, the number of options to be credited is calculated by dividing the deferred fees by 33% of the closing price on the first day of each calendar quarter, which is the date of grant. The options bear an exercise price equal to the closing price on the date of grant and are immediately exercisable. Deferrals into cash or stock are recorded in unfunded and
 
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unsecured book-entry accounts. Deferred shares to be credited are calculated by dividing the deferred fees by the closing price on the first day of each calendar quarter. If cash dividends are declared, deferred share accounts are credited with a corresponding number of deferred shares, based on the market price on the dividend date. In the case of deferrals into a deferred cash account, interest is credited to the account at the beginning of each quarter based on the 30-year Treasury Bond rate then in effect. The plan described in the foregoing sentences expires on June 30, 2023, and the Board has adopted a replacement non-employee director deferred compensation program under the shareholder-approved 2021 Omnibus Incentive Plan. The new program is similar to the 2013 plan except that, effective July 1, 2023, directors will no longer have the ability to defer fees into stock options. See the Director’s Compensation Table below for a description of deferrals in the most recent fiscal year.
The following table shows compensation paid to each independent director who served as a director during fiscal year 2022. Directors who serve as executive officers of the Company do not receive director compensation (compensation information for Richard Dreiling and Michael Witynski can be found beginning on page 77).
Name
Fees Earned
or
Paid in Cash

($)(1)
Stock Awards
($)(2)
All Other
Compensation

($)
Total
($)
Arnold S. Barron(3) $ $ $          — $
Gregory M. Bridgeford(4) 50,000          50,000
Thomas W. Dickson          150,000          150,000 300,000
Cheryl W. Grisé 192,476 193,562 386,038
Daniel J. Heinrich 187,274 193,562 380,836
Paul C. Hilal(5)
Edward J. Kelly, III 394,497 193,562 588,059
Mary A. Laschinger 156,062 193,562 349,624
Lemuel E. Lewis(3)
Jeffrey G. Naylor 240,000 150,000 390,000
Winnie Y. Park 150,000 150,000 300,000
Bertram L. Scott 156,062 193,562 349,624
Stephanie P. Stahl 230,000 150,000 380,000
Carrie A. Wheeler(3)
Thomas E. Whiddon(3)
(1)
This column shows amounts earned for retainers and fees, including fees paid for service on standing and ad hoc committees, not reduced for deferrals.
(2)
This column includes the grant date fair value of shares granted (i) on April 18, 2022 to newly appointed non-employee directors in the aggregate amount $43,562 as a pro rata grant for service from March to June 2022, and (ii) on July 1, 2022 to all non-employee directors in the aggregate amount of $150,000 pursuant to the annual director equity awards. The number of shares were determined by dividing the value of the equity award by the Company’s closing share price on the date of grant ($172.03 on April 18, 2022 and $156.27 on July 1, 2022).
(3)
Ms. Wheeler and Messrs. Barron, Lewis and Whiddon left the Board on March 16, 2022 prior to the payment of fees in fiscal year 2022.
(4)
Mr. Bridgeford left the Board on March 16, 2022. He received a payment for his service on an ad hoc committee in fiscal year 2022 and received no additional payments in fiscal year 2022.
(5)
Mr. Hilal has waived all fees and stock awards for service as a director.
 
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The following table shows, for each of our non-employee directors, amounts deferred in fiscal year 2022 under our 2013 Director Deferred Compensation Plan, the number of shares underlying those deferrals and the aggregate number, as of January 28, 2023, of outstanding stock options, including options obtained through deferral of fees (all of which are fully vested), and deferred shares:
Name
Amounts
Deferred in

2022
($)
(1)
Shares
Underlying
Amounts
Deferred in

2022
(#)
Total
Deferred
Shares (#)
Options
Outstanding,
including
Options
Acquired
through
Deferral of
Fees (#)
Total Shares
Underlying
Options
and Deferred
Amounts (#)
Arnold S. Barron $    —
0
Gregory M. Bridgeford
14,981
14,981
Thomas W. Dickson    300,000
1,975
8,654
8,654
Cheryl W. Grisé 386,038
2,488
2,488
2,488
Daniel J. Heinrich 284,699
1,815
1,815
1,815
Paul C. Hilal
Edward J. Kelly, III 381,062
2,456
2,456
2,456
Mary A. Laschinger 193,562
1,213
1,213
1,213
Lemuel E. Lewis
Jeffrey G. Naylor 270,000
1,782
9,191
2,803
11,994
Winnie Y. Park 37,500
265
265
265
Bertram L. Scott 193,562
1,213
1,213
1,213
Stephanie P. Stahl 266,250
1,753
9,975
9,975
Carrie A. Wheeler
Thomas E. Whiddon
(1)
This column shows the dollar amount of retainers and fees deferred in 2022 under the 2013 Director Deferred Compensation Plan. Directors may choose to defer a portion or all of their fees into a deferred cash account, common stock equivalents (which we call “deferred shares”) or options, as more fully described in the narrative in this section.
 
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HOW NOMINEES TO OUR BOARD ARE SELECTED
Candidates for election to our Board of Directors are recommended by our Nominating and Governance Committee and approved by our full Board of Directors for consideration by the shareholders. The Nominating and Governance Committee operates under a charter, which is available on our corporate website at https://www.dollartreeinfo.com/corporate-governance. A copy of the charter is also available to all shareholders upon request, addressed to our Corporate Secretary at the address on page 35. All members of the Committee are independent under the standards established by the Nasdaq Stock Market.
In addition, our bylaws enable eligible shareholders to have their own qualifying director nominee(s) included in the Company’s proxy materials, along with candidates nominated by our Board of Directors, as described in further detail under “Proxy Access” on page 46.
Our Nominating and Governance Committee also considers candidates recommended by shareholders. Shareholders may recommend candidates for Nominating and Governance Committee consideration by submitting such recommendation using the methods described under the “Shareholder Nominations for Election of Directors” section on page 45 and “Communications with the Board” on page 39. In making recommendations, shareholders should be mindful of the discussion of minimum qualifications set forth in the following paragraph. Although a recommended individual may meet the minimum qualification standards, it does not imply that the Nominating and Governance Committee necessarily will nominate the person recommended by a shareholder.
In evaluating candidates for election to the Board, our Nominating and Governance Committee takes into account the qualifications of the individual candidate as well as the composition of the Board as a whole.
Among other things, the Committee considers:

the candidate’s ability to help the Board create shareholder wealth,

the candidate’s ability to represent the interests of shareholders,

the personal qualities of leadership, character and business judgment of the candidate,

the need of the Board for directors having relevant knowledge, diversity of background and experience in areas including operations, finance, accounting, technology, marketing, merchandise, human capital management and talent development,

whether the candidate is a significant shareholder of the Company, and

whether the candidate is free of conflicts and has the time required for preparation, participation and attendance at meetings.
Stewardship Framework Agreement
On March 8, 2022, the Company entered into a Stewardship Framework Agreement with affiliates of Mantle Ridge, LP, a registered investment advisory firm, which has a combined beneficial ownership interest in approximately 5.8% of the Company’s outstanding shares of common stock. The Stewardship Framework Agreement provided for the appointment of seven new directors (all of whom were re-elected at the 2022 annual shareholders’ meeting), changes in our Board leadership and other positive governance changes. Pursuant to the Stewardship Framework Agreement, if Mr. Hilal or a New Director (as defined therein) cannot serve or ceases to serve on the Board during the term of the Stewardship Framework Agreement, Mantle Ridge will have the right to designate a replacement, subject to certain conditions set forth in the Stewardship Framework Agreement. There are also
 
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replacement provisions in the Stewardship Framework Agreement in the event that a Continuing Director (as defined therein) ceases to serve or stand for election at an annual meeting.
The Stewardship Framework Agreement is more fully described in, and is attached as an exhibit to, the Company’s Current Report on Form 8-K filed on March 8, 2022 with the SEC.
Board Diversity
The Board values diversity, in its broadest sense, reflecting, but not limited to, geography, gender, age, sexual orientation, race, ethnicity, national origin, and life experience and is committed to a policy of inclusiveness. The Nominating and Governance Committee is responsible for making recommendations regarding the size, composition and diversity of the Board and its committees, and seeks to include women and minority candidates in the qualified pool from which Board candidates are chosen. The reconstitution of the Board in March 2022 resulted in the appointment of a diverse group of directors, including Cheryl Grise, Mary Laschinger and Bertram Scott. Our Board now includes four women, one of whom is a person of color, and a second minority member. The Company currently exceeds the board diversity objectives included in Nasdaq’s Board Diversity Rule. If elected by our shareholders, the Committee will continue to consider women and minority directors for leadership positions on the Board and its committees.
The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions. As indicated in the chart, the Company more than meets Nasdaq’s diversity requirements.
BOARD DIVERSITY MATRIX (AS OF APRIL 1, 2023)
BOARD SIZE:
Total number of directors
11
FEMALE
MALE
NON-
BINARY
DID NOT
DISCLOSE
GENDER
Part I: Gender Identity
Directors
4 7 0 0
Part II: Demographic Background
African American or Black
0 1 0 0
Alaskan Native and Native American
0 0 0 0
Asian
1 0 0 0
Hispanic or Latinx
0 0 0 0
Native Hawaiian or Pacific Islander
0 0 0 0
White
3 6 0 0
Two or More Races or Ethnicities
0 0 0 0
LGBTQ+
0
Did Not Disclose Demographic Background
0
Board Tenure
The Board does not believe it should formally limit the number of terms for which an individual may serve as a director at the outset of a director appointment. Directors who have served on the Board for an extended period of time can provide valuable insight into the operations and future of the Company and matters of Board oversight based on their experience with and understanding of the
 
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Company’s history, policies and objectives. Nevertheless, the Board strongly values fresh insight and novel approaches provided by new or recently appointed directors.
In the past several years, the Board has been engaged in an effort to achieve a “fit-for-purpose” Board. The reconstitution of the Board in March 2022 resulted in the addition of seven new directors to the Board and the retirement of six incumbent directors. The current tenure profile of our Board consists of four directors with three to five years in tenure and seven directors with two years or less in tenure.
The Nominating and Governance Committee from time to time engages search firms to assist the Committee in identifying potential Board nominees, and we pay such firms a fee for conducting such searches. With the assistance of independent third-party consultants, the Nominating and Governance Committee conducts significant amounts of due diligence to ensure that a nominee possesses the qualifications, qualities and skills necessary to serve as a member of our Board.
Shareholder Nominations for Election of Directors
Shareholders generally can nominate persons to be directors by following the procedures set forth in our bylaws. In short, these procedures require the shareholder to deliver a written notice containing certain required information in a timely manner to our Corporate Secretary at our corporate headquarters address, which is located at 500 Volvo Parkway, Chesapeake, VA 23320. To be timely, the notice must be sent either by personal delivery or by United States certified mail, postage prepaid, and received by the Company no later than 90 days and no sooner than 120 days in advance of the anniversary date of the previous year’s annual meeting. If no annual meeting was held in the previous year, or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice must be sent not later than the close of business on the later of 90 days before the date of the applicable annual meeting and 10 days following public announcement of the meeting date. The notice must contain all of the information required by our bylaws, including information about the shareholder proposing the nominee and about the nominee. In addition to satisfying the notice and other requirements of our bylaws, shareholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, relating to universal proxies. A copy of our bylaws can be found online at www.dollartreeinfo.com/corporate-governance.
Each shareholder’s notice to the Corporate Secretary must include, among other things:

the name and address of record of the shareholder who intends to make the nomination;

a representation that the shareholder is a shareholder of record of our Company’s capital stock and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice;

the class and number of shares of our capital stock beneficially owned by the shareholder; and

a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder.
For each person nominated, the notice to the Corporate Secretary must also include, among other things:

the name, age, business address and, if known, residence address, of the nominee;

his or her principal occupation or employment;
 
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the class and number of shares of our capital stock beneficially owned by such person;

any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the SEC promulgated under the Securities Exchange Act of 1934, as amended; and

the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected.
Proxy Access
Under the Company’s proxy access bylaw, a shareholder or a group of shareholders owning at least three percent (3%) of the Company’s outstanding common stock continuously for at least three years, may nominate and include in our proxy materials director nominees not to exceed the greater of two (2) directors or twenty-five percent (25%) of the Board (rounded down), provided that the shareholders and nominees have complied with the requirements set forth in our bylaws and applicable law. Among other things, shareholders who wish to include director nominations in our proxy statement must follow the instructions in our bylaws as described in the “Shareholder Nominations for Election of Directors” section above.
 
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EXECUTIVE OFFICERS
In 2022 we began a process of transformational change with the appointment of our new Chairman & CEO, Richard Dreiling, and the hiring of several new executive leaders, including a new Chief Financial Officer, Chief Operating Officer, Chief Supply Chain Officer, Chief Information Officer and Chief Merchandising Officer for Family Dollar, all of whom have the skills and experience needed to drive growth and improve our operating performance.
Our executive officers as of April 1, 2023 are as follows:
NAME
POSITION
Richard W. Dreiling Chairman and Chief Executive Officer
Robert Aflatooni Chief Information Officer
Michael Creedon Chief Operating Officer
Jeffrey Davis Chief Financial Officer
John Flanigan Chief Supply Chain Officer
Jennifer Hulett Chief Human Resources Officer
Lawrence J. Gatta, Jr. Chief Merchandising Officer—Family Dollar
Richard L. McNeely Chief Merchandising Officer—Dollar Tree
Our executive officers are appointed by the Board and serve at the discretion of the Board. We do not have employment agreements with our executive officers other than Mr. Dreiling. For details on Mr. Dreiling’s employment agreement see “Key Compensation Decisions For 2022—Compensation of Executive Chairman” on page 54, and “Key Compensation Decisions For 2023—Compensation of Chief Executive Officer” on page 56. We have entered into change in control Retention Agreements and Executive Agreements with certain of our executive officers by which, in consideration for certain restrictive covenants, including a covenant not to compete, the Company has agreed to provide payments and benefits under certain circumstances following termination of employment. See “Termination or Change in Control Arrangements” and “Potential Payments upon Termination or Change in Control” beginning on pages 69 and 86, respectively.
Executive Officer Biographies
Biographical information for Mr. Dreiling is provided in the “Director Biographies” section beginning on page 16. Biographical information for our other executive officers is provided below.
ROBERT AFLATOONI
Chief Information Officer
Mr. Aflatooni, age 53, has served as the Chief Information Officer of Dollar Tree since July 2022. Mr. Aflatooni brings to the Company over 20 years of leadership experience in information technology operations in multiple industries including over a decade in retail information technology operations. From August 2018 to July 2022 he was the Executive Vice President, Chief Information Officer for The Howard Hughes Corporation. From March 2011 to April 2018 he was Vice President of IT Operations, Architecture and Merchandising at Dollar General. Prior to 2011 Mr. Aflatooni held multiple information technology development and leadership positions at Dollar General, Yum! Brands, CapitalOne, LayerOne and SilverLeaf Resorts.
 
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MICHAEL CREEDON
Chief Operating Officer
Mr. Creedon, age 47, has served as the Chief Operating Officer of Dollar Tree since October 2022. Mr. Creedon brings to the Company retail operations and leadership experience, the most recent of which was his role as the Executive Vice President of U.S. Stores at Advance Auto Parts, Inc. During his tenure at Advance Auto Parts, Inc. he also served as the President, U.S. Stores from March 2020 to March 2021, President, North Division from February 2017 to March 2020, and President, Autopart International from 2013 to 2017. From 1999 to 2013 Mr. Creedon served in various leadership roles at Tyco International and ADT Security Services, Inc.
JEFFREY DAVIS
Chief Financial Officer
Mr. Davis, age 60, has served as the Chief Financial Officer of Dollar Tree since October 2022. Prior to joining Dollar Tree, Mr. Davis served as the Chief Financial Officer of Qurate Retail Group, Inc. from October 2018 to October 2022. From 2017 to 2018 he served as the Executive Vice President and Chief Financial Officer of J.C. Penney Company, Inc. Prior to 2017, he served as the Chief Financial Officer of Darden Restaurants, Inc. and Executive Vice President and Chief Financial Officer of the U.S. segment of Walmart Inc.
JOHN FLANIGAN
Chief Supply Chain Officer
Mr. Flanigan, age 71, has served as the Chief Supply Chain Officer of Dollar Tree since May 2022. Mr. Flanigan is responsible for enterprise-wide supply chain operations. He brings to the Company over 25 years of experience in retail supply chain operations, most recently as the former Executive Vice President of Global Supply Chain for Dollar General from 2010 to 2016. Prior to Dollar General, Mr. Flanigan held multiple leadership positions in supply chain and logistics at Longs Drug Stores Corporation, Safeway Inc., Vons, Specialized Distribution Management Inc. and Crum & Crum Logistics.
JENNIFER HULETT
Chief Human Resources
Officer
Ms. Hulett, age 43, has served as Chief Human Resources Officer of Dollar Tree since January 2022. Ms. Hulett is responsible for all Human Resource departments for Dollar Tree, Family Dollar and Dollar Tree Canada. Prior to joining Dollar Tree, Ms. Hulett was the Executive Vice President & Chief Human Resources Officer of Core-Mark. From 2015 to 2020, she was the Vice President of Ericsson North America and Chair of the Benefits and Pension Advisory Committee. From 2002 to 2015 Ms. Hulett served in multiple Human Resources leadership roles at General Electric, including Global Vice President of Human Resources.
LAWRENCE GATTA, JR.
Chief Merchandising
Officer—Family Dollar
Mr. Gatta, age 63, has served as the Chief Merchandising Officer—Family Dollar since May 2022. Mr. Gatta brings to the Company more than 35 years of retail industry and marketing experience. Mr. Gatta served as the Senior Vice President, General Merchandise Manager for consumables and non-consumables during his tenure at Dollar General from 2009 to 2020. Prior to Dollar General, Mr. Gatta held leadership positions in merchandising and marketing, including Chief Marketing Officer at Longs Drug Stores, Inc.
 
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RICHARD McNEELY
Chief Merchandising
Officer—Dollar Tree
Mr. McNeely, age 64, has served as the Chief Merchandising Officer of Dollar Tree since May 2017. From December 2019 to May 2022 he also served as the Chief Merchandising Officer for the Family Dollar banner. From 2008 to 2017 he served as Senior Vice President of Merchandising of Dollar Tree Stores. Prior to joining Dollar Tree, Mr. McNeely spent the first 28 years of his retail career in roles of increasing responsibility within merchandising, marketing, global sourcing, and store operations with several retail companies, including Dollar General, Rose’s Stores and Fred’s, Inc.
 
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COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed the following Compensation Discussion and Analysis and discussed it with our management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for the 2023 annual meeting of shareholders.
SUBMITTED BY THE COMPENSATION COMMITTEE
Thomas W. Dickson
Cheryl W. Grisé (Chair)
Paul C. Hilal
Mary A. Laschinger
Winnie Y. Park
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis (“CD&A”) focuses on how our Named Executive Officers (“NEOs”) were compensated for fiscal 2022 and how their fiscal 2022 compensation aligned with our pay for performance philosophy.
For fiscal 2022, our NEOs were:
Name
Title
Michael Witynski
Former President and Chief Executive Officer
Jeffrey Davis
Chief Financial Officer
Kevin Wampler
Former Chief Financial Officer
Richard Dreiling
Executive Chairman
Lawrence Gatta, Jr.
Chief Merchandising Officer—Family Dollar
Alasdair James
Former Executive Vice President, Merchandising and Supply Chain
Thomas O’Boyle, Jr.
Former Enterprise Chief Operating Officer
Richard McNeely
Chief Merchandising Officer—Dollar Tree
Mr. Witynski served as our President and Chief Executive Officer for fiscal 2022. Effective at the start of our 2023 fiscal year, Mr. Dreiling was appointed Executive Chairman and Chief Executive Officer of the Company. Mr. Davis succeeded Mr. Wampler as Chief Financial Officer of the Company on October 3, 2022.
In order to present our executive compensation program in an understandable manner, the CD&A has been organized into the following sections:
A.
Executive Summary—an overview of compensation decisions and program updates.
B.
Compensation Principles—the fundamental tenets upon which our compensation program is built.
C.
Components of Executive Compensation—the specific elements of the compensation program and 2022 pay.
D.
Compensation Governance—key policies that govern the operation of the plans.
It is important to read the CD&A in conjunction with the detailed tables and narrative descriptions under “Annual Compensation of Executive Officers” beginning on page 77 of this proxy statement.
 
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A.
EXECUTIVE SUMMARY
Fiscal 2022 was the start of our transformational journey which included improvements in our products, pricing, associate engagement and governance. We completed the successful implementation of the $1.25 initiative for the Dollar Tree banner. The move to the $1.25 price point gave us greater flexibility to deliver a more meaningful product assortment and greater value to our customers. Our customers responded positively to the refined assortment leading to a strong rebound in consumable sales throughout fiscal 2022 for the Dollar Tree segment. We also made price investments in our Family Dollar business resulting in increased traffic and improvements in comparable store sales.
Our associates are a vital part of our success. We recognize that to be successful we need our associates to be well trained, highly motivated and fully supported by our business. In 2022 we launched a listening and engagement campaign that has become a normal part of our operation. Through our engagement activities we have collected feedback that has been key to improving our operation and reenergizing our associates. We have developed new programs to improve store standards, working conditions and workplace safety. As previously announced, we are developing plans to make additional multi-year strategic investments in key areas of our business, which are expected to include, among others, investments in associate wages and enhanced safety and working conditions.
Our ability to successfully implement this transformation requires highly skilled leadership from the Board and the executive leadership team. In 2022 the Board was reconstituted with new Board leadership and seven new directors. Our newly refreshed Board is comprised of diverse leaders with the combined expertise and experience in the areas of environmental, social and governance that are necessary to advance the Company’s growth and ESG initiatives. In 2022 we also assembled a new team of executive leaders with extensive experience in the key areas of focus for the Company. Under the leadership of our new Chairman & CEO, we believe that the Company is well positioned to drive transformational change.
 
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Business Highlights
Organizational Leadership Changes
In 2022, the Board of Directors changed the executive leadership team to bring in fresh perspectives and new experiences and to accelerate our continued growth. The new group of senior executive leaders includes, among others, Jeffrey Davis, our Chief Financial Officer; Michael Creedon, our Chief Operating Officer; Jennifer Hulett, our Chief Human Resources Officer; Lawrence Gatta, our Chief Merchandising Officer—Family Dollar; and Robert Aflatooni, our Chief Information Officer. For 2023, our executive team will be led by Richard Dreiling, who was appointed as Chief Executive Officer of the Company at the start of the 2023 fiscal year and will continue to serve as Chairman. These leadership changes have positioned the Company to advance the strategic developments that are needed to drive growth and accelerate our transformation initiatives.
To continue our success going forward, it is critical that we motivate and retain our highly talented executive team to execute our corporate strategic vision, business plans and initiatives. To do so, our Compensation Committee has developed incentive programs to reward executives for superior performance relative to goals that align the interests of executives with the interests of our long-term shareholders.
2022 Financial Performance
We are one of North America’s leading operators of discount variety stores, operating more than 16,000 discount variety retail stores under the names of Dollar Tree, Family Dollar and Dollar Tree Stores Canada. Highlights for fiscal 2022 include:
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Summary of 2022 Compensation Program
Base Salaries
The Compensation Committee increased base salaries based on various factors, including job performance and market benchmarking.
Annual Cash Incentive Bonus Opportunity
There were no changes in the target annual incentive opportunity for continuing NEOs in 2022 from the target opportunity in effect at the end of fiscal year 2021. The target percentages were market competitive and reflected performance and internal equity.
Annual Cash Incentive Performance Goal
There was a rigorous process to set the enterprise adjusted operating income goal, which accounts for 100% of the annual cash incentive performance goal in 2022. The cash incentive program has a threshold performance level of 85% of the applicable target, which must be met or exceeded in order for any payout to be earned, with a maximum payout for performance at 115% of target.
Annual Cash Incentive Payout
In 2022, the Company achieved enterprise adjusted operating income of $2,311.5 million, which was 92.91% of the target amount. This resulted in payouts of 64.55% of the target amount to our executive officers.
Long Term Incentive Awards—Performance Stock Units
Performance Stock Units (PSUs) were earned based on performance achievement against a 1-year enterprise adjusted EBITDA goal. The award vests over a period of three years, with one-third of the award vesting on each anniversary of the grant date. In 2022 the Company achieved adjusted EBITDA of $3,079.5 million, which was 95.4% of the enterprise adjusted EBITDA goal. This resulted in a PSU award payout to our executive officers of 92.33% of the target.
Long-Term Incentive Awards—LTPP Awards and Payouts
In 2022, the performance metric utilized for Long-Term Performance Plan (LTPP) awards was enterprise three-year cumulative total sales for the 2022-2024 performance period.
The LTPP awards granted in 2020 were earned based on the Company’s three-year adjusted EBITDA goal from 2020 to 2022. The Company achieved adjusted EBITDA of $8,519.8 million, which was 112.84% of the target amount. This resulted in payouts of 200% of the target amount to our executive officers.
Long-Term Incentive Awards—Stock Options
In March 2022, the Company engaged Richard W. Dreiling to be our new Executive Chairman. To ensure that his compensation was strongly aligned with the interests of our shareholders, Mr. Dreiling was granted an option to purchase 2,252,587 shares of Dollar Tree common stock with a per-share exercise price of $157.17 as an inducement grant in connection with his appointment as Executive Chairman of the Company. For additional information on this award, see “Compensation of Executive Chairman” below.
 
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Key Compensation Decisions For 2022
In fiscal 2022, Michael Witynski served as our President and Chief Executive Officer and, effective March 21, 2022, the Board of Directors appointed Richard W. Dreiling as our Executive Chairman of the Board. Mr. Dreiling was subsequently appointed as Chairman and Chief Executive Officer of the Company effective January 29, 2023 as part of the transformation in our executive leadership team.
Our executive compensation program in 2022 focused on providing an appropriate level and mix of compensation to motivate and incentivize our executives to achieve our growth and performance goals and be accountable for the results. Although the Compensation Committee generally retained the elements of the Company’s 2021 executive compensation program in 2022, the Committee approved the following changes to executive compensation for 2022:
Compensation of Executive Chairman
In late 2021 and early 2022, in connection with our engagement with Mantle Ridge, members of our Board of Directors reached out to shareholders owning more than 50% of our stock for feedback on corporate strategy. The dominant theme from that outreach was that the Company should do whatever was necessary to secure the services of Richard Dreiling as the Company’s top executive for a multi-year period. Without an arrangement similar to the inducement grant discussed below, we do not believe we would have achieved that objective. Based on shareholder feedback, analysts’ reports and market reaction to the announcement of his appointment, we believe shareholders were highly supportive of bringing Mr. Dreiling on board as Executive Chairman to lead the Company toward positive change.
Mr. Dreiling has played and will continue to play a pivotal role in guiding the growth of the Company in the years to come. Since he joined the Company as Executive Chairman in March 2022, he has focused on driving transformational change, including the recruitment of an exceptional executive leadership team and the development and implementation of strategic initiatives designed to generate long-term positive results to meet and exceed shareholder expectations.
Mr. Dreiling has extensive, highly relevant retail industry experience at all operating levels and has a proven record of success in the dollar store segment. As the CEO and Chair of Dollar General Corporation from 2008 to January 2016 he led share price growth of 230%. In addition, Mr. Dreiling’s active participation as a director and board leader at a number of prominent public companies, including Lowe’s Companies, Inc., Kellogg Co., PulteGroup and Aramark, has provided him with insights and perspective relevant to his leadership role at the Company.
In the process of determining the appropriate compensation for Mr. Dreiling, Meridian Compensation Partners, as independent consultant to the Board’s Compensation Committee, met with and advised both the Committee and the Board during their deliberations. In March 2022, as a material inducement to persuade Mr. Dreiling to take an active operating leadership role and employment with Dollar Tree as Executive Chairman and to fully align his interests with the interests of shareholders over the long-term, the Board entered into a five-year executive agreement with Mr. Dreiling and granted him an option to purchase 2,252,587 shares of Dollar Tree common stock with a per-share exercise price of $157.17, the closing trading price of Dollar Tree common stock on March 18, 2022.
The option award vests ratably over five years and, in addition to an annual base salary of $1 million, was the only direct compensation that Mr. Dreiling was eligible to receive for his service as Executive Chairman in 2022 and for the five-year term of his agreement. In particular, Mr. Dreiling was not eligible for annual or any other long-term incentive awards based on his service as Executive Chairman. As a result, more than 95% of Mr. Dreiling’s annualized compensation as Executive Chairman in 2022 was fully at risk and aligned directly to the creation of exceptional value for shareholders.
The equity incentive award offered to Mr. Dreiling in March 2022 was developed after considering a number of alternative compensation approaches and was designed to incentivize
 
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Mr. Dreiling to focus on building long-term growth. In the Board’s view, options are an ideal vehicle to support the creation of long-term value for the direct benefit of shareholders. Mr. Dreiling will benefit from the stock option award only if he successfully builds long-term shareholder value in excess of the option’s exercise price of $157.17. This was, at the time, the Company’s all-time high closing stock price and we believe already reflected the market’s optimism that Dollar Tree would achieve transformational change and materially enhance long term shareholder value. The long-term, five-year vesting schedule and ten-year term of the option award was intended to ensure that Mr. Dreiling will continue to remain focused on long-term value-creating activity, including investments in talent and leadership, culture, succession planning, technology and transformational change of the business. There was no other sign-on, cash or equity grant offered to Mr. Dreiling.
In January 2023, upon Mr. Dreiling’s appointment as Chief Executive Officer, after consultation with Meridian, Mr. Dreiling’s base salary was increased to a market median level and he became eligible for a market level annual incentive bonus award, but he is not eligible for additional long-term equity incentive awards under the terms of his executive agreement, as amended. For additional information of Mr. Dreiling’s compensation as Executive Chairman and Chief Executive Officer, see “Key Compensation Decisions For 2023—Compensation of Chief Executive Officer” on page 56.
We continue to believe that Mr. Dreiling is in a unique position to drive long-term shareholder benefit. Since his appointment as Executive Chairman, Mr. Dreiling has demonstrated the leadership capabilities necessary to guide and implement the Board’s transformational change initiatives. We believe that the Board’s appointment of Mr. Dreiling as Chief Executive Officer in January 2023, in addition to his role as Executive Chairman, will further enhance his ability to lead organizational change and make the difficult decisions required to realize long-term shareholder value creation.
Revised Peer Group
In September 2022, the Compensation Committee, with the assistance of Meridian, reviewed and evaluated the Company’s peer group to determine whether the 18 companies in the peer group continued to be appropriate from the perspective of industry, size and competition for executive talent. The selection criteria for the peer group focused on:

Publicly traded retailers with brick-and-mortar operations

Headquartered in the United States

Who were within a comparable range of revenues and market capitalization

Direct competitors for talent
Based on that review, the Committee determined that, for compensation decisions for fiscal 2023, the peer group should be comprised of 16 companies, including five new peers and 11 existing peers. Dollar Tree is positioned at approximately the median of this peer group, which is generally within one-third to three times Dollar Tree’s size in terms of revenue. For additional information on the companies included in the new peer group, see “Compensation Governance—Use of Peer Group” on page 73.
Updated Executive Stock Ownership Guidelines
In September 2022, the Compensation Committee revised its executive stock ownership guidelines to change from a designated number of shares based on an executive’s position with the Company to a multiple of the executive’s salary. The Committee believes that the new approach better reflects current market practices. The stock ownership guidelines were established for executive officers to encourage them to have a long-term equity stake in Dollar Tree, align their interests with shareholders and mitigate potential compensation-related risk. For additional information regarding our
 
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executive stock ownership guidelines, see “Compensation Governance—Executive Stock Ownership Guidelines” on page 75.
Annual Equity Awards
In February 2022, in connection with its consideration of annual awards of long-term equity for fiscal 2022, the Committee considered the significant contributions of Mr. Witynski, our Chief Executive Officer and certain other executive officers to implementing the Company’s strategic plans and initiatives and the appropriate level of equity awards in the context of the overall compensation and retention. With input from Korn Ferry, the Committee’s independent compensation advisor at that time, the Committee determined that it was the best interests of the Company and its shareholders to increase the aggregate target amount of the annual equity awards to Mr. Witynski and certain other executive officers for fiscal 2022. We believed the increased long-term equity awards were critical to executive retention in light of the significant impending changes to the Company’s Board of Directors. The increased award was in the same form and was subject to the same performance criteria as the prior year’s annual equity awards.
Key Compensation Decisions For 2023
Following the previously reported change in the composition of our Board of Directors and Compensation Committee in mid-March 2022, the reconstituted Compensation Committee undertook a comprehensive review of our executive compensation program to assess the compensation elements and practices that would be needed to attract and retain an executive leadership team focused on transformational change. The following is a description of the Committee’s key compensation decisions for fiscal 2023:
Compensation of Chief Executive Officer
Mr. Dreiling was appointed Chief Executive Officer of the Company effective January 29, 2023. Upon the recommendation of the Compensation Committee after receiving the advice of Meridian Compensation Partners, the Committee’s independent compensation consultant, the Board determined that Mr. Dreiling’s annual base salary for his services as Chairman and Chief Executive Officer will be $1,350,000 (the peer group median) and his target annual incentive, under the management incentive compensation plan, will be 175% of his base salary (also the peer group median). In light of the grant to Mr. Dreiling in March 2022 of the stock option award upon his appointment as Executive Chairman, which was intended by the Company to be a multi-year award, Mr. Dreiling is not eligible to receive additional long-term equity incentive awards for his service as Chief Executive Officer.
Compensation Design Changes
The Compensation Committee reviewed the Company’s executive compensation program with the assistance of Meridian and with input received from shareholder outreach and engagement, which was an important part of the development of our compensation program. The changes resulting from the review are designed to increase the Company’s ability to attract and retain high-performing executives, enhance pay-for-performance alignment, support the Company’s culture, and align with the Company’s transformational growth strategy and shareholder expectations. The Compensation Committee met four times to consider program design and implementation, shareholder input received through the engagement process, and current market practices with respect to executive compensation. The changes to our incentive program are described in detail below and include the addition of total revenue as a metric for short and long-term incentives, and adjusted earnings per share and total shareholder return as new metrics for our long-term incentive program. In order to support Dollar Tree’s transformational growth strategy, we considered it critical to have significant incentive focus not just on operating profit, but on profitable growth. The inclusion of a revenue metric in both the annual and long term incentive plans ensures that management is focused on strategies to drive profitable growth in the short term with a strong focus on growth that is sustainable over the long term.
 
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In connection with this review, the Compensation Committee adopted the following changes to the Company’s short-term and long-term incentive programs for fiscal 2023:

Short-Term Incentives

In 2022, the annual cash bonus incentive for executive officers was based 100% on adjusted operating income. For 2023, the Compensation Committee diversified and broadened the metrics, adding total revenue (weighted 40%) to adjusted operating income (weighted 60%), to support the Company’s strategic focus on profitable growth.

Long-Term Incentives

The long-term incentive program for 2022 consisted of PSUs, with a one year