DEF 14A of Dollar Tree, Inc., May 7, 2024

DEF 14A of Dollar Tree, Inc.

Filed May 7, 2024 · FY20230001104659-24-057684

Open on EDGAR

  1. Our Board

    Our Board Our Board currently consists of 11 directors with the 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 Board has re-nominated all current directors for election at the 2024 annual meeting of shareholders to serve as directors for a one-year term.

  2. Our Board

    | Director Name | Current or Former Principal Occupation | Director Since | Independent | Public Boards (including Dollar Tree) | | Richard W. Dreiling | Chairman and Chief Executive Officer of Dollar Tree, Inc. | 2022 | No | 2 | | Cheryl W. Grisé | Former Executive Vice President of Northeast Utilities and Chief Executive Officer of its principal operating companies. | 2022 | Yes | 4 | | Daniel J. Heinrich | Former Chief Financial Officer of The Clorox Company | 2022 | Yes | 1 | | Paul C. Hilal | Founder and Chief Executive Officer of Mantle Ridge LP | 2022 | Yes | 2 | | Edward J. Kelly, III | Retired Chairman of the Institutional Clients Group of Citigroup, Inc. | 2022 | Yes | 3 | | Mary A. Laschinger | Former Chairman of the Board of Directors and Chief Executive Officer of Veritiv Corporation | 2022 | Yes | 3 | | Jeffrey G. Naylor | Former Chief Financial Officer of the TJX Companies | 2018 | Yes | 3 | | Winnie Y. Park | Chief Executive Officer of Forever 21 | 2020 | Yes | 1 | | Diane E. Randolph | Former Chief Information Officer of Ulta Beauty | 2023 | Yes | 2 | | Bertram L. Scott | Former President and Chief Executive Officer of Affinity Health Plan | 2022 | Yes | 4 | | Stephanie P. Stahl | Founder of Studio Pegasus LLC and former Global Marketing and Strategy Officer of Coach, Inc. | 2018 | Yes | 3 |

  3. Strong Independent Board Leadership

    Strong Independent Board Leadership 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 June 2023, Edward J. Kelly, III was re-elected as Lead Independent Director by the independent directors. To ensure the independence of the Board from management, our Corporate Governance Guidelines and By-Laws outline the many significant powers and duties held by the Lead Independent Director. For more details, see “Board Leadership Structure” on page 16. The independence of our Board is also supported by the strong leadership roles held by the chairs of our standing committees. The chairs and members of our standing committees are all independent members of our Board. The charters of each of our standing committees (namely, the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Sustainability and Corporate Social Responsibility Committee) outline duties and responsibilities of each committee to oversee critical and strategically important functions of our business. For more details, see “Board Committees” on page 17.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. Director Skills Matrix

    Director Skills Matrix The tables below describe the key skills and experiences that we believe are essential to oversight of our business and the skills, experience and qualifications of each of our nominees for director. The director biographies beginning on page 8 describe each nominee’s background and relevant experience in more detail.

  6. Director Skills Matrix

    | Director Skills and Experience | Key Qualifications for Dollar Tree | | Executive Leadership | Dollar Tree is a large international company. Our directors with executive leadership experience have served as an executive officer of a large public or private company. | | Financial Management | Dollar Tree is a publicly traded company that manages its resources responsibly and has an obligation to make accurate financial disclosures. We identified the directors with chief financial officer, chief accounting officer or similar experience or experience on a board overseeing finance, accounting or financial reporting functions, including those directors who qualify as an “audit committee financial expert” under applicable SEC rules. | | Consumer/Retail Industry | Dollar Tree operates over 16,000 stores that provide retail products to customers in communities across North America. We identified the directors with executive level experience with companies in the consumer or retail industries or experience on the board of directors of a company in the consumer or retail industry. | | Marketing/Advertising/ Communications | Our Dollar Tree and Family Dollar brands and the branded products sold in our stores are trusted and valued by our customers. We identified the directors with executive level experience in marketing consumer products or experience on the board of directors of a marketing or consumer products company. | | Strategic Planning | Our strategic vision and our ability to execute on the vision is important to our ability to grow and deliver long-term value to our shareholders. We identified the directors with experience in developing and executing long-term strategic plans. | | Operations | Dollar Tree operates over 16,000 retail stores across North America. We identified the directors with experience on the board of directors of a company with large retail operations. | | Human Capital Management | Dollar Tree has over 200,000 associates who are a vital resource in the operation of our company. We identified the directors with executive level experience in human resources management or managing a large workforce or experience on a board of directors overseeing those functions. | | Information Technology/ Cybersecurity | Dollar Tree leverages information technology tools to operate our business and enhance our customer’s experience and we continue to invest in tools to improve our performance and the security of our information technology systems. We identified the directors with executive level experience in the fields of information technology and cybersecurity or experience on the board of directors of a company that provides information technology or cybersecurity products or services. | | Risk Management | Dollar Tree is subject to a variety of risks that we work to manage and mitigate through diligent action and thoughtful leadership. We identified the directors with executive level experience in enterprise risk management or on a board of directors overseeing risk management functions. | | Global Sourcing/Supply Chain | Dollar Tree merchandise is sourced from domestic and international vendors around the world using a network of distribution centers to deliver a high volume of products to our stores. We identify the directors with experience on the board of directors of a company with global supply chain operations. |

  7. Director Skills Matrix

    | | Dreiling (Chair) | Grise´ | Heinrich | Hilal | Kelly | Laschinger | Naylor | Park | Randolph | Scott | Stahl | | Director Skills and Experience | | | | | | | | | | | | | Executive Leadership | • | • | • | • | • | • | • | • | • | • | • | | Financial Management | | | • | | • | | • | | | • | | | Consumer/Retail Industry | • | • | • | | | • | • | • | • | • | • | | Marketing/Advertising/Communications | • | | | | | • | | • | | | • | | Strategic Planning | • | • | • | • | • | • | • | • | • | • | • | | Operations | • | • | • | • | | • | | • | | • | • | | Human Capital Management | | • | | | | • | | | | | • | | Information Technology/Cybersecurity | | | • | | | | • | • | • | | | | Risk Management | | • | • | | • | • | • | • | | • | | | Global Sourcing/Supply Chain | • | • | | | | • | | • | • | | • | | Director Qualifications | | | | | | | | | | | | | Dollar Tree Independent Director | | • | • | • | • | • | • | • | • | • | • | | Dollar Tree Board Tenure (years) | 2 | 2 | 2 | 2 | 2 | 2 | 6 | 3 | <1 | 2 | 6 | | Other Public Board Experience | • | • | • | • | • | • | • | • | • | • | • | | Demographic Background | | | | | | | | | | | | | Age | 70 | 71 | 68 | 57 | 71 | 64 | 65 | 53 | 69 | 73 | 57 | | Gender Identity | | | | | | | | | | | | | Male | • | | • | • | • | | • | | | • | | | Female | | • | | | | • | | • | • | | • | | Ethnicity | | | | | | | | | | | | | White/Caucasian | • | • | • | • | • | • | • | | • | | • | | Black or African American | | | | | | | | | | • | | | Asian | | | | | | | | • | | | |

  8. BIOGRAPHIES OF DIRECTOR NOMINEES

    BIOGRAPHIES OF DIRECTOR NOMINEES

  9. BIOGRAPHIES OF DIRECTOR NOMINEES

    | RICHARD W. DREILING Chairman and Chief Executive Officer of Dollar Tree, Inc. | Age 70 | | | | | Director since 2022 Chair of the Board Board Committees: ▪ None | Other Public Company Board Experience ▪ Lowe’s Companies (since 2012) ▪ Kellanova (formerly known as Kellogg Company) (2016 to 2023) ▪ Aramark (2016 to 2022) ▪ Pulte Group, Inc. (2015 to 2022) | | | Key Skills, Experience and 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. | | | Biography Mr. Dreiling has served as the Chairman and Chief Executive Officer of Dollar Tree, Inc. since February 2023 and as Executive Chairman from March 2022 to February 2023. Prior to joining Dollar Tree, Inc., Mr. Dreiling served as the Chairman of Dollar General Corporation from 2015 to 2016 and the Chief Executive Officer of Dollar General Corporation from 2008 to 2015. He also served as President, Chief Executive Officer and Chairman of the Board of Directors of Duane Reade Holdings, Inc. from 2005 to 2008; Executive Vice President and Chief Operating Officer of Longs Drug Stores Corp. from 2003 to 2005; Executive Vice President of Marketing at Safeway, Inc. from 2000 to 2003; and President of Vons Co. Inc. from 1998 to 2000. Mr. Dreiling currently serves on the Board of Directors of Lowe’s Companies. | | |

  10. BIOGRAPHIES OF DIRECTOR NOMINEES

    | CHERYL W. GRISÉ Former Executive Vice President of Northeast Utilities and CEO of its principal operating companies | Age 71 | | | | | Director since 2022 Independent Board Committees: ▪ Compensation, Chair ▪ Nominating & Governance | Other Public Company Board Experience ▪ ICF International, Inc. (since 2012) ▪ PulteGroup, Inc. (since 2008) ▪ Metlife, Inc. (since 2004) ▪ Pall Corporation (2007 to 2015) ▪ Dana Holding Corporation (2002 to 2008) | | | Key Skills, Experience and 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. | | | Biography Ms. Grisé is the former Executive Vice President of Northeast Utilities (now known as Eversource Energy) and Chief Executive Officer of its principal operating companies. She held those positions and other senior leadership positions at Northeast Utilities from 1998 to 2007. She currently serves on the Board of Directors of ICF International, Inc., Pulte Group, Inc. and Metlife, Inc. | | |

  11. BIOGRAPHIES OF DIRECTOR NOMINEES

    | DANIEL J. HEINRICH Former Chief Financial Officer of The Clorox Company | Age 68 | | | | | Director since 2022 Independent Board Committees: ▪ Audit ▪ Finance, Chair | Other Public Company Board Experience ▪ Lowe’s Companies, Inc. (2021 to 2023) ▪ Aramark (2013 to 2023) ▪ Ball Corporation (2016 to 2022) ▪ Edgewell Personal Care Company (2012 to 2022) ▪ Advanced Medical Optics (2007 to 2009) | | | Key Skills, Experience and 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. | | | Biography Mr. Heinrich is the former Chief Financial Officer of The Clorox Company. He held that position and other senior leadership positions at The Clorox Company from 2001 to 2011. Prior to that, he served as the Senior Vice President and Treasurer of Transamerica Finance Company from 1996 to 2001; Senior Vice President, Treasurer and Controller of Granite Management Company from 1994 to 1996; Senior Vice President, Controller and Chief Accounting Officer of First Nationwide Bank from 1986 to 1994; and Senior Audit Manager at Ernst & Young from 1978 to 1986. | | |

  12. BIOGRAPHIES OF DIRECTOR NOMINEES

    | PAUL C. HILAL Founder and Chief Executive Officer of Mantle Ridge LP | Age 57 | | | | | Director since 2022 Independent Vice Chair of the Board Board Committees: ▪ Compensation ▪ Finance ▪ Nominating & Governance | Other Public Company Board Experience ▪ CSX Corporation (since 2017) ▪ Aramark (2019 to 2023) ▪ Canadian Pacific Railway Limited (2012 to 2016) | | | Key Skills, Experience and 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 experience serving on the boards of multiple public companies will allow him to provide key strategic perspectives to the Board. | | | Biography Mr. Hilal is the Founder and Chief Executive Officer of Mantle Ridge LP, an investment fund. Prior to launching Mantle Ridge LP, Mr. Hilal served as a Partner and Senior Investment Professional at Pershing Square Capital Management from 2006 to 2016; Managing Partner at Caliber Capital Management from 2002 to 2005, Partner at Hilal Capital Management from 1998 to 2001, Acting Chief Executive Officer of WorldTalk Communications Corporation from 1999 to 2000. Mr. Hilal currently serves on the Board of Directors of CSX Corporation. | | |

  13. BIOGRAPHIES OF DIRECTOR NOMINEES

    | EDWARD J. KELLY, III Retired Chairman of the Institutional Clients Group of Citigroup, Inc. | Age 71 | | | | | Director since 2022 Independent Lead Independent Director Board Committees: ▪ Audit ▪ Nominating & Governance, Chair | Other Public Company Board Experience ▪ Citizens Financial Group, Inc. (since 2019) ▪ Metlife (since 2015) ▪ CSX Corporation (2002 to 2019) ▪ XL Group (2014 to 2018) | | | Key Skills, Experience and 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. | | | Biography Mr. Kelly is the Former Chairman of the Institutional Clients Group of Citigroup, Inc. He served in that role and other senior leadership positions at Citigroup, Inc. from 2008 to 2014, including Chairman of Global Banking, Vice Chairman, Chief Financial Officer and Head of Global Banking, and President and Chief Executive Officer of Citi Alternative Investments. Prior to Citigroup, Mr. Kelly served as Managing Director of The Carlyle Group from 2007 to 2008, Chairman and Chief Executive Officer of Mercantile Bankshares Corporation from 2001 to 2007, Managing Director of J.P. Morgan from 1995 to 2001, General Counsel of J.P. Morgan from 1994 to 1995 and Partner at Davis Polk & Wardwell, LLP from 1988 to 1994. | | |

  14. BIOGRAPHIES OF DIRECTOR NOMINEES

    | MARY A. LASCHINGER Former Chairman and Chief Executive Officer of Veritiv Corporation | Age 64 | | | | | Director since 2022 Independent Board Committees: ▪ Compensation ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Newmont Corporation (since 2021) ▪ Kellanova (formerly known as Kellogg Company) (since 2012) | | | Key Skills, Experience and 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, including the Federal Reserve Bank of Atlanta. Through these roles she has gained deep knowledge of risk management, leadership development, compensation and human capital management. | | | Biography Ms. Laschinger is the former Chairman and Chief Executive Officer of Veritiv Corporation. She held that position from 2014 to 2020. Prior to Veritiv Corporation, Ms. Laschinger held senior leadership positions at International Paper Company from 2007 to 2014, including Senior Vice President of International Paper Company and President of xpedx distribution company. Ms. Laschinger currently serves on the Board of Directors of Newmont Corporation and Kellanova (formerly known as Kellogg Company). In addition to her service on public company boards, Ms. Laschinger has served on the Board of Directors of the Federal Reserve Bank of Atlanta. | | |

  15. BIOGRAPHIES OF DIRECTOR NOMINEES

    | JEFFREY G. NAYLOR Former Chief Financial Officer of The TJX Companies | Age 65 | | | | | Director since 2018 Independent Board Committees: ▪ Audit, Chair ▪ Finance | Other Public Company Board Experience ▪ Synchrony Financial (since 2014) ▪ Wayfair (since 2018) ▪ Emerald Holding, Inc. (2013 to 2021) ▪ Fresh Market, Inc. (2010 to 2016) | | | Key Skills, Experience and Expertise: Mr. Naylor brings to our Board extensive financial and accounting experience gained through his roles as the chief financial officer, director and audit committee chair of multiple large public companies. Mr. Naylor’s experience working as an executive at multiple discount retailers allows him to contribute valuable insight and perspectives in the areas of strategic business development, risk management, accounting and information technology. In addition, our Board has determined that Mr. Naylor qualifies as an Audit Committee financial expert. | | | Biography Mr. Naylor is the former Chief Financial Officer of The TJX Companies. He held that position and other executive leadership positions at The TJX Companies from 2004 to 2014, including Senior Executive Vice President, Chief Financial and Administrative Officer, and Senior Executive Vice President, Chief Administrative and Business Development Officer. Prior to that, he served as the Chief Financial Officer of Big Lots, Inc. from 2001 to 2004 and earlier in his career he 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. Mr. Naylor is also the Managing Director of his consulting firm, Topaz Consulting LLC. He currently serves on the Board of Directors of Synchrony Financial and Wayfair, Inc. | | |

  16. BIOGRAPHIES OF DIRECTOR NOMINEES

    | WINNIE Y. PARK Chief Executive Officer of Forever 21 | Age 53 | | | | | Director since 2020 Independent Board Committees: ▪ Compensation ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Sound Point Acquisition Corp. I, Ltd. (2022 to May 2023) ▪ Express, Inc. (2017 to 2022) | | | Key Skills, Experience and Expertise: Ms. Park is a retail and marketing leader with deep experience in brand-building, e-commerce, omnichannel specialty retail, merchandising and international expertise. Ms. Park’s experience as a chief executive officer and director of multiple large multi-national retail companies allows her to contribute expert knowledge and strategic insight on the development of our business. | | | Biography Ms. Park is the Chief Executive Officer of Forever 21, a role she has held since January 2022. Prior to joining Forever 21, Ms. Park was the Chief Executive Officer of Paper Source, Inc. from 2015 to 2021. In March 2021, Paper Source, Inc. filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. Under Ms. Park’s leadership Paper Source was acquired by an affiliate of Barnes and Nobles in connection with the completion of the bankruptcy proceedings. Prior to Paper Source Ms. Park was the Executive Vice President, Global Marketing and eCommerce at DFS Group Ltd. Earlier in her career, Ms. Park worked in various senior leadership positions at Levi Strauss & Co. and McKinsey & Company. | | |

  17. BIOGRAPHIES OF DIRECTOR NOMINEES

    | DIANE E. RANDOLPH Former Chief Information Officer of Ulta Beauty | Age 69 | | | | | Director since 2023 Independent Board Committees: ▪ Audit ▪ Finance | Other Public Company Board Experience ▪ Shoe Carnival, Inc. (since 2021) ▪ Core Mark Holding Company (2020 to 2021) | | | Key Skills, Experience and Expertise: Ms. Randolph brings to our Board substantial experience in the areas of information technology and business transformation, in addition to her experience serving as a director on boards of several public and private companies. Ms. Randolph will provide valuable insight and perspective as the Company develops and implements new technologies and systems. | | | Biography Ms. Randolph is the Former Chief Information Officer of Ulta Beauty. She held that position from 2014 to 2020. Prior to that, she served as the Chief Information Officer of Reitmans Canada Limited from 2008 to 2014 and Director of Merchandise Business Process from 2005 to 2008. Earlier in her career she served as Vice President of Software Development at Aptos, LLC (formerly known as STS Systems). Ms. Randolph currently serves on the Board of Directors of the Shoe Carnival, Inc. | | |

  18. BIOGRAPHIES OF DIRECTOR NOMINEES

    | BERTRAM L. SCOTT Former President and Chief Executive Officer of Affinity Health Plan | Age 73 | | | | | Director since 2022 Independent Board Committees: ▪ Audit ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Equitable (since 2019) ▪ Lowe’s Companies, Inc. (since 2015) ▪ Becton, Dickinson and Company (since 2002) ▪ AllianceBernstein (2020 to 2022) | | | Key Skills, Experience and 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. | | | Biography Mr. Scott is a retired health care executive who formerly served as the President and Chief Executive Officer of Affinity Health Plan from 2012 to 2014. Prior to that, Mr. Scott served as the President, US Commercial at CIGNA Corporation from 2010 to 2011; and held multiple executive leadership roles at TIAA-CREF from 2000 to 2010, including President and Chief Executive Officer. Mr. Scott currently serves on the Board of Directors of Equitable, Lowe’s Companies, Inc. and Becton, Dickinson and Company. | | |

  19. BIOGRAPHIES OF DIRECTOR NOMINEES

    | STEPHANIE P. STAHL Former Global Marketing & Strategy Officer of Coach, Inc. | Age 57 | | | | | Director since 2018 Independent Board Committees: ▪ Nominating & Governance ▪ Sustainability and CSR, Chair | Other Public Company Board Experience ▪ Carter’s Inc. (since 2022) ▪ Newell Brands, Inc. (since 2022) ▪ Knoll, Inc. (2013 to 2021) | | | Key Skills, Experience and Expertise: Ms. Stahl brings to our Board significant experience in marketing, data analytics, digital strategy, sustainability and brand development. 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. She also brings to our Board significant experience in corporate governance, investor engagement and ESG. | | | Biography Ms. Stahl is the former Global Marketing and Strategy Officer of Coach, Inc. She held that position from 2012 to 2015. Prior to that, she served as the Chief Executive Officer of Tracy Anderson Mind & Body, LLC from 2010 to 2011, Executive Vice President, Chief Marketing Officer of Revlon, Inc. from 2003 to 2006, Partner and Managing Director of The Boston Consulting Group, Inc. from 1998 to 2003. Ms. Stahl is also the Founder of her investment and advisory company, Studio Pegasus LLC. Ms. Stahl serves on the Board of Directors of Carter’s Inc. and Newell Brands, Inc. | | |

  20. DIRECTOR COMPENSATION

    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 2023. The non-employee director compensation was designed to: • Simplify and streamline non-employee director compensation • Provide for at least 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 2023, 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.

  21. DIRECTOR COMPENSATION

    | 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 (except for service on ad-hoc committees) | | Meeting Fees | No meeting fees |

  22. DIRECTOR COMPENSATION

    The Board may also authorize additional fees for ad hoc committees, if any. In November 2023, the Board authorized the payment of a special service fee for the directors who served on an ad-hoc committee created to oversee certain litigation and compliance related matters. The special service fee in the amount of $25,000 for Mr. Kelly, the committee chair, and $20,000 for Ms. Stahl, Messrs. Heinrich and Scott is included in the table below. We do not offer non-equity incentives or pension plans to non-employee directors. Directors may elect to defer receipt of all or a portion of their Board and committee fees to be paid at a future date. Prior to June 30, 2023 deferral elections were made pursuant to the 2013 Director Deferred Compensation Plan (the “2013 Deferral Plan”). The 2013 Deferral Plan permitted the deferral of fees in either cash, shares of common stock, or non-statutory stock options. Beginning July 1, 2023, deferral elections were made pursuant to the Non-Employee Director Deferred Compensation Program (the “Deferral Program”). The Deferral Program operates in conjunction with, and under the authority of, the 2021 Omnibus Plan and allows deferral of fees into cash or shares of common stock. The 2013 Deferral Plan and the Deferral Program are similar except that the Deferral Program does not offer stock options as a form of payment. Under both the 2013 Deferral Plan and Deferral Program, 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; the form of payment, the date on which payment will commence and in the case of deferral into cash or stock, whether the payout shall be in installments or lump sum. Deferrals into cash or stock are recorded in unfunded and 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. In the case of deferrals into options made under the 2013 Director Deferred Compensation Plan, the number of options to be credited was calculated by dividing the deferred fees by 33% of the closing price on the date of deferral. The options bear an exercise price equal to the closing price on the date of deferral and are immediately exercisable. The following table shows compensation paid to each non-employee director who served as a director during fiscal year 2023. Directors who serve as executive officers of the Company do not receive director compensation (compensation information for Richard Dreiling can be found beginning on page 51).

  23. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Thomas W. Dickson(4) | 37,500 | — | — | 37,500 | | Cheryl W. Grisé | 185,000 | 150,000 | — | 335,000 | | Daniel J. Heinrich | 200,000 | 150,000 | — | 350,000 | | Paul C. Hilal(5) | — | — | — | — | | Edward J. Kelly, III | 260,000 | 150,000 | — | 410,000 | | Mary A. Laschinger | 150,000 | 150,000 | — | 300,000 | | Jeffrey G. Naylor | 190,000 | 150,000 | — | 340,000 | | Winnie Y. Park | 150,000 | 150,000 | — | 300,000 | | Diane E. Randolph | 93,904 | 131,918 | — | 225,822 | | Bertram L. Scott | 170,000 | 150,000 | — | 320,000 | | Stephanie P. Stahl | 200,000 | 150,000 | — | 350,000 |

  24. DIRECTOR COMPENSATION

    (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 July 1, 2023 to all non-employee directors who were serving on July 1, 2023 in the aggregate amount of $150,000 pursuant to the annual director equity awards, and (ii) on October 1, 2023 to Ms. Randolph, the newly appointed non-employee director, in the aggregate amount $131,918 as a pro rata grant of the annual director equity award for service beginning on August 15, 2023. 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 ($143.50 on July 1, 2023 and $106.45 on October 1, 2023). Non-employee directors occasionally receive perquisites provided by or paid by us. During fiscal year 2023, these perquisites included, samples of our products, temporary use of Company office space and transportation for the non-employee director or certain of their family members. Any incremental cost to the Company of said perquisites, if any, is reported under “All Other Compensation.” The aggregate value of all benefits provided to each non-employee director in fiscal year 2023 was less than $10,000. Mr. Dickson did not stand for reelection at the 2023 annual shareholders’ meeting held on June 13, 2023. (5) Mr. Hilal has waived all fees and stock awards for service as a director. The following table shows, for each of our non-employee directors, amounts deferred in fiscal year 2023, the number of shares underlying those deferrals and the aggregate number, as of February 3, 2024, of outstanding stock options, including options obtained through deferral of fees (all of which are fully vested), and deferred shares:

  25. DIRECTOR COMPENSATION

    | Name | Amounts Deferred in 2023 ($)(1) | Shares Underlying Amounts Deferred in 2023 (#) | Total Deferred Shares (#) | Options Outstanding, including Options Acquired through Deferral of Fees (#) | Total Shares Underlying Options and Deferred Amounts (#) | | Thomas W. Dickson | — | — | — | — | — | | Cheryl W. Grisé | 335,000 | 2,449 | 4,938 | — | 4,938 | | Daniel J. Heinrich | 210,000 | 1,511 | 3,327 | — | 3,327 | | Paul C. Hilal | — | — | — | — | — | | Edward J. Kelly, III | 300,000 | 2,184 | 4,640 | — | 4,640 | | Mary A. Laschinger | 150,000 | 1,045 | 2,258 | — | 2,258 | | Jeffrey G. Naylor | 221,250 | 1,599 | 7,375 | 2,803 | 10,178 | | Winnie Y. Park | 37,500 | 263 | 263 | — | 263 | | Diane E. Randolph | 131,918 | 1,239 | 1,239 | — | 1,239 | | Bertram L. Scott | 150,000 | 1,045 | 2,258 | — | 2,258 | | Stephanie P. Stahl | 350,000 | 2,552 | 9,623 | — | 9,623 |

  26. DIRECTOR COMPENSATION

    (1) This column shows the dollar amount of retainers and fees deferred in 2023 under the 2013 Deferral Plan or the Deferral Program. Directors were permitted 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.

  27. New Compensation Program for 2023

    New Compensation Program for 2023 In 2022, our 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 the best executive leadership team to drive transformational change. The Compensation Committee met multiple 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 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 revised compensation program includes multiple metrics for the short-term and long-term incentive program, and a blend of incentive vehicles designed to motivate and align the executive leadership team with the strategic objectives of the Company and the interests of shareholders. 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 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 relative to peers as new metrics for our long-term incentive program. The inclusion of a revenue metric in both the annual and long-term incentive plans is critical to ensure 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.

  28. New Compensation Program for 2023

    | Framework of our 2023 Executive Compensation Program | | | | ▶ | Base Salaries | The Compensation Committee increased base salaries based on various factors, including job performance and market benchmarking. | | ▶ | Annual Cash Incentive Performance Plan | The Compensation Committee diversified and broadened the metrics, adding total revenue (weighted 40%) to support the Company’s strategic focus on profitable growth. • Through a rigorous process the Committee set goals, thresholds and maximums and payout curves for each performance metric that are designed to be motivating and challenging. • The total revenue metric has a threshold payout for performance at 95% of target and a maximum payout for performance at 105% of target. • The operating income metric (weighted 60%) has a threshold payout for performance at 85% of the target and a maximum payout for performance at 112.5% of target. • There is an adjusted operating income hurdle of $1,500 million (73% of target) which must be achieved for any payout to be earned under the plan. | | ▶ | Long-Term Incentive Program Design | The Compensation Committee expanded and revised the mix of equity incentive awards to consist of 50% performance-based restricted stock units (“PSUs”), 30% service-based restricted stock units (“RSUs”) and 20% stock options. • The PSU awards are the largest incentive designed to reward exceptional performance in achieving the Company’s strategic objectives. • The stock option awards link a portion of our executive’s compensation directly to stock price appreciation and vest ratably over a three-year period from the grant date. • The RSU awards align with share price, add balance to the long-term incentive mix and support executive retention. The RSUs vest ratably over a three-year period from the grant date. | | ▶ | Long-Term Incentive Awards—PSU Goal | The Compensation Committee diversified and broadened the performance metrics for PSUs to include the following metrics measured over a three-year cumulative period: • Adjusted earnings per share (weighted 60%) • Adjusted total revenue (weighted 40%) • Modified by total shareholder return (“TSR”), relative to peers (+/- 25%) |

  29. Compensation of Chief Executive Officer

    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). As disclosed in our 2022 and 2023 Proxy statements, 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 the five-year term of his executive agreement. In light of the grant, Mr. Dreiling is not eligible to receive additional long-term equity incentive awards for his service as Chief Executive Officer.

  30. Shareholder Feedback

    Shareholder Feedback Shareholder feedback on our regular executive compensation program, as revised and implemented in 2023, including our annual and long-term incentive plans was overwhelmingly supportive. Shareholder feedback on the one-time inducement award made to Mr. Dreiling in 2022 was mixed. Shareholders that were supportive of the inducement award shared comments indicating that they regarded the award as performance based, appropriate for the 5-year performance period and aligned with value creation for shareholders. Shareholders that were not supportive of the inducement award shared comments with some indicating that they prefer performance stock units to stock options and others expressing concern with the quantum of the award. While the discussions were primarily listening sessions, we reemphasized the extraordinary circumstances that prompted the one-time award and assured our shareholders that the Board would consider their feedback and that the Company would communicate a clear response.

  31. Company Response

    | What We Heard | Our Perspective/ Our Response | | Compensation Discussion | | | Inducement Award to Dreiling While the majority of shareholders agreed with the Company’s rationale for providing the inducement grant, some shareholders had concerns with the magnitude of the grant, that similar grants of this magnitude would be made in the future, that the grant should have been tied to performance, or that the grant would not provide retention in the current market. | ✓ Our Compensation Committee has confirmed that the inducement award was a one-time grant designed to attract and incentivize an extraordinary leader with a proven track record and the skills needed to lead the transformation of our Company. ✓ Our Compensation Committee has confirmed that future grants of this nature will not be made absent truly extraordinary circumstances. ✓ We recognize that some shareholders would have preferred the use of performance stock units rather than options. We believe that the high strike price ($157.17 per share) of the options awarded under the inducement grant makes the award equivalent to a performance award and provides an incentive for Mr. Dreiling to build meaningful long-term shareholder value and aligns his interests with the interests of shareholders. ✓ We believe that the inducement grant is a long-term incentive that appropriately motivates Mr. Dreiling. Absent a material change in circumstances, Mr. Dreiling will continue not to participate in the Company’s long-term incentive award program, and we believe that no further action is needed to retain him. | | 2023 Executive Compensation Program The 2023 Say on Pay vote was based on compensation paid under our 2022 compensation program. In 2023, we launched a new incentive program which was previewed in our 2023 Proxy. We asked our shareholders for feedback on our newly redesigned 2023 incentive program. The feedback provided was almost universally positive with most shareholders expressing strong support for the Company’s annual incentive design and metrics, long term incentive award mix, metrics and three-year performance periods. Some shareholders provided suggestions regarding performance metrics that the Company could consider in the future. | ✓ In 2023, our Compensation Committee redesigned our executive compensation program to include multiple performance metrics for our short- and long-term incentives and expanded the types of equity granted under our long-term incentive program. The new program is designed to motivate our leadership team during our period of transformation to align our executives with long-term shareholder value creation and profitable growth. ✓ Given the very positive feedback on our current program, the Company concluded that no changes to the incentive program are needed at this time. We will, of course, continue to consider appropriate metrics, including potential return metrics, other financial metrics and sustainability metrics, as the Company progresses with its strategic initiatives. ✓ A detailed description of the design of our 2023 Executive Compensation Program and the Company’s rationale for the structure and metrics chosen for the program is provided under the section entitled “Components of Executive Compensation” beginning on page 37. |

  32. CEO Compensation

    CEO Compensation In 2022, Mr. Dreiling joined Dollar Tree as our Executive Chairman under an inducement grant of stock options that vest ratably over a five-year period. This long-term incentive was designed to fully align his interests with the long-term interests of our shareholders and to operate as an incentive for Mr. Dreiling to drive the transformational change that is expected to generate long-term shareholder value. Our Compensation Committee determined that a unique incentive plan was appropriate considering Mr. Dreiling’s critical role and exceptional experience. At the start of fiscal year 2023, our Board appointed Mr. Dreiling to be our Chief Executive Officer, which has allowed him to directly drive the transformational change that is vital to the success of our Company. Our Compensation Committee determined that, as CEO, (i) Mr. Dreiling should participate in the Company’s short-term incentive program, (ii) in light of the inducement grant made in 2022, he should not participate in the Company’s long-term incentive program, and (iii) the inducement grant made in 2022 continues to be an appropriate long-term incentive to motivate Mr. Dreiling and to fully align his interests with the interests of our shareholders.

  33. Target Pay Mix

    Target Pay Mix Consistent with our desire to align pay and performance, our Compensation Committee used the primary pay elements of our 2023 Executive Compensation Program (base salary, annual incentives and long-term incentives) to develop a target pay package for each executive that is more heavily weighted towards variable or at-risk pay. As illustrated below, a significant portion of the pay is performance-based and therefore variable and at risk, which directly aligns the pay outcomes for our executives with the performance of the Company. To further align the 2023 Executive Compensation Program with long-term shareholder value, the Committee believes that long-term incentive compensation should be a substantial majority of our executive’s total compensation. In 2023, Mr. Dreiling, our CEO, participated in the short-term incentive plan under the Executive Compensation Program. Mr. Dreiling’s long-term incentive was provided in the inducement award made to him in 2022, therefore, he does not participate in the long-term incentive plan under the Executive Compensation Program.

  34. Other NEO Pay Mix under the 2023 Executive Compensation Program

    Other NEO Pay Mix under the 2023 Executive Compensation Program Under the 2023 Executive Compensation Program, the average pay mix for the NEOs (other than the CEO) is comprised of base salary, annual bonus, performance stock units, restricted stock units and stock options which provides for a significant portion of compensation that is variable, performance-based and at-risk.

  35. Alignment of Pay and Performance

    Alignment of Pay and Performance Our 2023 Executive Compensation Program is grounded in a pay-for-performance philosophy to align pay outcomes with the interests of our shareholders. The Compensation Committee regularly reviews compensation outcomes to ensure that our incentive plans operate to effectively align compensation with performance and with the creation of long-term shareholder value. The total compensation for the CEO of our Company in 2023, 2022, 2021 and 2020 (as reported in the Summary Compensation Table for each respective year), is generally aligned with the performance of the Company during those periods. In addition to the changes in performance year over year, the change in the compensation of our CEO in 2023 is due in part to the unique compensation arrangement with Mr. Dreiling and the introduction of our new 2023 Executive Compensation Program, including the addition of total revenue as a performance metric. Performance goals in both our short- and long-term incentive plans are set at challenging levels, to incentivize achievement of performance goals that drive long-term, sustainable shareholder value growth. When financial targets and performance goals are not met, performance-based incentive payments for our executives result in lower or zero payouts. We set relatively steep pay and performance curves for our short- and long-term incentive plans to give our executives meaningful downside risk and upside benefit if performance falls short of or exceeds the target. This aligns the executive’s pay with shareholder experience and expectations. C.

  36. Executive Compensation Program Overview

    Executive Compensation Program Overview The Compensation Committee has adopted a compensation program for executive officers that balances each executive’s total compensation between fixed and at-risk and between short-term and long-term incentive components. The 2023 Executive Compensation Program consisted of market-competitive base salary tied to the executive’s individual performance, experience and scope of responsibility; an annual cash bonus opportunity under our Management Incentive Compensation Plan (MICP) and long-term equity incentives in the form of PSUs, RSUs and stock options.

  37. Executive Compensation Program Overview

    | 2023 Executive Compensation Program | | | Element | Vehicle Description & Strategic Role | | Base Salary | • Helps attract and retain executives through market-competitive base pay • Based on individual performance, experience and scope of responsibility | | Annual Cash Bonus Incentive | • Encourages achievement of short-term financial performance metrics that create shareholder value • Cash bonus incentives in 2023 were based 60% on adjusted operating income and 40% on adjusted total revenue goals which are designed to promote profitable growth | | Long-Term Equity Incentive Awards | • Long-term incentive compensation composed of equity awards: 50% in PSUs, 30% in RSUs and 20% in stock options • PSUs incentivize executives to drive financial performance toward long-term objectives • PSUs awarded in 2023 were based on three-year cumulative goals for earnings per share (weighted 60%), total revenue (weighted 40%), with a three-year relative TSR modifier (+/- 25%) • RSU awards create a retention incentive through multi-year vesting and robust stock ownership guidelines • Stock options motivate executives to deliver long-term sustained share price performance |

  38. Base Salary

    Base Salary Our base salary philosophy is to provide reasonable current income to our named executive officers at a market competitive level to attract and retain individuals with a broad, proven track record of performance. To accomplish this objective, we provide base salaries that are intended to be competitive relative to similar positions at comparable companies. Base salaries are reviewed annually, and adjustments are made as required to recognize individual performance, increased individual experience, expanded scope of role or changes in the competitive marketplace. The Compensation Committee, with the assistance of Meridian, approved base salary amounts for the executive officers, other than Mr. Dreiling, in March 2023. In determining the base salaries for 2023, the Compensation Committee considered market data from the peer group and retail industry peers, data on salary increases for executives and other relevant internal factors such as individual performance, scope of responsibility and retention. As a result of this review the base salaries of the named executive officers (other than Mr. Dreiling) were increased as follows: Mr. Davis 3.1%, Mr. Creedon 5.9%, Mr. Gatta 4.3% and Mr. McNeely 18.2%. The Compensation Committee, with the assistance of Meridian, approved the base salary for Mr. Dreiling in January 2023 in connection with his appointment as Chief Executive Officer. The base salary for Mr. Dreiling was determined based on market data from the Company’s peer group to be approximately at the median of the peer group. The Committee noted that Mr. Dreiling’s salary was lower than the salary that would typically be paid to a CEO of his experience and record of performance but considered this to be appropriate in-light of the inducement award granted to him in 2022.

  39. Annual Cash Bonus Incentives

    Annual Cash Bonus Incentives We provide our executive officers with the opportunity to annually earn cash incentives under the MICP. These incentives are designed to encourage the achievement of corporate financial objectives and to reward our executive officers for the significant impact they make on our corporate results.

  40. 2023 Bonus Opportunities

    2023 Bonus Opportunities Executive bonus opportunities are set as a percentage of salary. In 2023, the Compensation Committee determined that the payment of annual cash bonuses for the named executive officers would be based on two metrics: enterprise adjusted operating income (weighted 60%) and enterprise adjusted total revenue (weighted 40%). The 2023 incentive targets were set using the market data provided from the peer group and our assessment of appropriate targets within our management structure. The Company performance goals for the annual cash bonus incentive are generally derived from operating income and total revenue targets in the annual budget as approved by the Board of Directors at the beginning of the fiscal year. Thus, these performance goals are consistent with the Board’s overall outlook of the Company’s potential performance over a one-year horizon. The performance targets are intended to be challenging but achievable with significant effort and serve to focus our management team on a common goal while aligning efforts with shareholder interests. In prior years, the annual cash bonus was determined based only on adjusted operating income. In March 2023, the Compensation Committee added adjusted total revenue to the performance metrics used in fiscal 2023 to reward growth that is both profitable and sustainable. The metrics chosen for the annual cash bonus incentive plan are designed to encourage achievement of financial performance that is strategically important and creates sustainable shareholder value, and they are important metrics for evaluating the performance of retail companies. The definitions of adjusted operating income and adjusted total revenue used by the Committee are provided on page 40. Annual incentive awards in 2023 were determined as follows:

  41. 2023 Corporate Performance Metrics

    2023 Corporate Performance Metrics The Compensation Committee set the adjusted operating income target for 2023 at $2,046.5 million and the adjusted total revenue target for 2023 at $30,307.9 million based on the annual budget approved by the Board of Directors at the beginning of the fiscal year. To receive a payout under the adjusted operating income metric, we must achieve at least 85% of the adjusted operating income target and to receive a payout under the adjusted total revenue metric, we must achieve at least 95% of the total revenue target, provided however that no payout will be paid for either metric if the adjusted operating income is below $1,500 million (73% of the target).

  42. Corporate Performance Goals for NEOs

    Corporate Performance Goals for NEOs The following tables summarize potential payout percentages for MICP awards based on the percentage of the adjusted operating income target and adjusted total revenue target attained. Potential payouts for adjusted operating income performance (60% of the potential MICP payout) increase on a payout curve that ranges from a payout of 0% for achieving less than 85% of the target performance to a payout percentage of 200% for achieving at or above 112.5% of target performance. Potential payouts for adjusted total revenue performance (40% of the potential MICP payout) increase on a payout curve that ranges from a payout of 0% for achieving less than 95% of the target performance to a payout percentage of 200% for achieving at or above 105% of the target performance.

  43. Corporate Performance Goals for NEOs

    | Adjusted Operating Income (60% of potential MICP payout) | | | % of Corporate Performance Target Attained | Potential Payout Percentage | | Below 85.0% | 0% | | 85% | 50% | | 90% | 66.7% | | 95% | 83.3% | | 100% | 100% | | 105% | 140% | | 110% | 180% | | 112.5% or above | 200% |

  44. Corporate Performance Goals for NEOs

    | Adjusted Total Revenue (40% of potential MICP payout) | | | % of Corporate Performance Target Attained | Potential Payout Percentage | | Below 95.0% | 0% | | 95% | 50% | | 97.5% | 75% | | 100% | 100% | | 102.5% | 150% | | 105% or above | 200% |

  45. Corporate Performance Goals for NEOs

    The MICP bonuses relating to performance in a given fiscal year are paid in the following year when annual financial results are available, generally in March or April. The amount of the MICP awards must be determined and approved by the Compensation Committee which considers the Company’s overall financial results and the level of performance achievement. The Compensation Committee may, in its sole discretion, decrease the amount of MICP awards that may otherwise be payable upon the attainment of the applicable performance goals. The definition of adjusted operating income and adjusted total revenue approved by the Compensation Committee for purposes of measuring the 2023 target performance under the MICP excludes from Operating Income (as calculated in accordance with GAAP) the effects relating to or resulting from the following, to the extent unbudgeted and approved by the Compensation Committee: (i) Canadian currency fluctuations; (ii) changes in accounting policies, practices and pronouncements; (iii) non-cash goodwill and intangible impairment charges; (iv) expenses incurred with respect to future mergers, acquisitions, or divestitures; (v) any cost or expense in excess of $5 million in the aggregate related to (a) uninsured natural disasters or casualties, or (b) legal disputes or governmental proceedings; (vi) lease costs, expenses, asset write-offs, incentive compensation, and severance related to closed stores or distribution centers; and (vii) future changes in laws or regulations. The Committee may, in determining performance achievement, adjust the performance goal or results as it deems necessary or appropriate. In considering adjustments to performance, the Committee applies the target definition above based on guiding principles including, without limitation, avoiding rewarding or penalizing management for unexpected events; aligning incentives with long-term business strategy and best interests of stakeholders; providing flexibility to deal with unexpected events so that rigorous performance goals can be set; considering holistic performance in cash bonus incentive payouts; and avoiding penalizing management for making tough decisions that would negatively impact incentives. During its March 2024 meeting, the Compensation Committee determined the following Company performance for fiscal 2023:

  46. Corporate Performance Goals for NEOs

    | Metric | 2023 Target(1) ($) | 2023 Achievement(1) ($) | % of Target Achieved | % of Payout per Metric | Weighting (%) | Total Weighted Payout (%) | | Adjusted Operating Income(2) | $2,046.5 | $1,784.8 | 87.21% | 57.37% | 60% | 34.42% | | Adjusted Total Revenue(3) | $30,307.9 | $30,603.8 | 100.98% | 119.60% | 40% | 47.84% | | Total | | | | | 100% | 82.26% |

  47. Corporate Performance Goals for NEOs

    (1) Dollars in millions. (2) The target definition of adjusted operating income provided above allows for adjustments of certain items within the discretion of the Compensation Committee. This measure has been adjusted for 2023, in consideration of the principles above, to exclude $2,666.7 million for certain costs and expenses related to non-cash goodwill and intangible impairment charges, Canadian currency fluctuations, uninsured natural disasters, settlements of legal disputes and governmental proceedings, and store closures associated with our store portfolio optimization review. See Appendix A on page A-1 for a reconciliation of our GAAP results to adjusted operating income, a non-GAAP financial measure used for incentive payout purposes. The target definition of adjusted total revenue provided above allows for adjustments of certain items within the discretion of the Compensation Committee. No adjustments were made in the measurement of achievement of the adjusted total revenue performance for 2023. Based upon the determinations described above, the Compensation Committee authorized 2023 cash performance bonuses under the MICP for the named executive officers as follows:

  48. Corporate Performance Goals for NEOs

    | Executive | Bonus Target as % of Base Salary | Amount of Target Bonus | Total Payout % | Corporate Performance Bonus Earned | | Richard Dreiling | 175% | $2,362,500 | 82.26% | $1,943,393 | | Jeffrey Davis | 100% | 825,000 | 82.26% | 678,645 | | Michael Creedon, Jr. | 100% | 900,000 | 82.26% | 740,340 | | Lawrence Gatta, Jr. | 100% | 730,000 | 82.26% | 600,498 | | Richard McNeely | 100% | 974,000 | 82.26% | 801,212 |

  49. Long-Term Incentives

    Long-Term Incentives The largest component of our executive compensation program consists of long-term equity incentive awards. For 2023, the Compensation Committee awarded a mix of equity incentive awards granted pursuant to our 2021 Omnibus Incentive Plans, consisting of 50% PSUs with three-year cumulative performance metrics (referred to herein as “2023 Three-Year PSUs”), 30% RSUs and 20% stock options (with the RSU and stock option awards vesting ratably over a three-year period from the date of grant). We believe that long-term performance-based equity incentives provide our executives with a strong link to our long-term performance, create an ownership culture to help align the interests of our executives with those of our shareholders, and promote retention. The Committee structured the long-term incentive program with a blend of “at-risk” incentives designed to motivate our executives and align their interests with those of our shareholders and time-based equity awards designed to promote retention and to focus our executives on creating long-term shareholder value. Stock options were also added as a tool to incentivize executives to create shareholder value through stock price appreciation. The long-term incentive awards are generally set at market levels based upon the peer data. The Compensation Committee generally grants equity-based awards on an annual basis, and at other times as the Committee deems appropriate, including for newly hired or promoted executive officers or in extraordinary circumstances. The Compensation Committee determines the aggregate monetary grant value of executive officers’ equity-based awards taking into account, among other things, our pay mix targets, the desired mix of equity-based vehicles, the executive officer’s contribution to Company performance, competitive compensation levels and dilution or pool limits. Mr. Dreiling does not participate in the long-term incentive plan. In March 2022, we granted a stock option of 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, to Mr. Dreiling as an inducement award in connection with his employment as our Executive Chairman. In light of this stock option granted to Mr. Dreiling, 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 Executive Chairman or Chief Executive Officer. The Compensation Committee has determined that an added benefit of including stock options in the 2023 Executive Compensation Program is that it increases the alignment between Mr. Dreiling and the executive management team.

  50. 2023 Three-Year PSUs

    2023 Three-Year PSUs Beginning in 2023, the Compensation Committee changed the performance metric for PSUs to a three-year cumulative measure based on two metrics: adjusted earnings per share (weighted 60%) and adjusted total revenue (weighted 40%) and modified by the Company’s relative total shareholder return measured against the Company’s compensation benchmarking peer group. The incentive targets for the 2023 Three-Year PSUs were set using our understanding of general market conditions, our long-range plans, investor expectations and our assessment of appropriate targets for management. ▶ Target Opportunities. In 2023, the Compensation Committee made grants of performance-based restricted stock units based upon a three-year cumulative adjusted earnings per share and adjusted total revenue target for fiscal years 2023-2025. The Compensation Committee established the target value of the 2023 Three-Year PSU opportunity for each of our executive officers. The target number of PSUs was determined by dividing the total target award value by the fair market value of a share of Dollar Tree stock on the date of grant. This award will not vest, if at all, until the completion of the 2025 fiscal year. In consideration of the long-term incentive award made to Mr. Dreiling in 2022, the Compensation Committee did not include Mr. Dreiling in the Company’s long-term incentive program for 2023 and therefore he did not receive a 2023 Three-Year PSU award in fiscal 2023. ▶ Payout Curves. The Compensation Committee set the three-year cumulative adjusted earnings per share and adjusted total revenue targets at levels requiring achievement of significant financial performance, based on the Company’s annual budget and long-term plan. The Compensation Committee adopted payout curves for each performance metric which determine the amount to be paid depending on actual performance. In addition to the performance metrics described above, the 2023 Three-Year PSU payout is subject to a modifier based on the Company’s total shareholder return compared to the total shareholder return of the Company’s peer group.

  51. 2023 RSUs and Stock Options

    2023 RSUs and Stock Options Beginning in 2023, the Compensation Committee added RSUs and stock options to the long-term incentive program. The RSUs and stock options vest in approximately equal installments over a three-year period provided that the recipient remains continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. The Compensation Committee established the target value of the RSU and stock options for each of our executive officers as a percentage of the total target incentive award. The number of RSUs was determined by dividing 30% of the total target award value by the fair market value of a share of Dollar Tree stock on the date of grant. The number of stock options was determined by dividing 20% of the total target award value by the fair market value of one stock option on the date of grant calculated using the Black Scholes option-pricing method. The stock options were awarded at a strike price that is equal to the closing price on the date of grant and have a ten-year expiration period. In consideration of the long-term incentive award made to Mr. Dreiling in 2022, the Compensation Committee did not include Mr. Dreiling in the Company’s long-term incentive program for 2023 and therefore he did not receive RSU and stock option awards in fiscal 2023.

  52. 2021 Three-Year PSUs

    2021 Three-Year PSUs In 2021, the Company’s long-term incentive program included the award of performance-based restricted stock unit awards with three-year cumulative performance metrics (referred to herein as the “2021 Three-Year PSU Awards”). The 2021 Three-Year PSU Awards provided for vesting upon the achievement of the three-year cumulative performance goal. As described in more detail below, the Compensation Committee in 2021 granted 2021 Three-Year PSU Awards to the named executive officers that participated in the long-term incentive program at that time. In March 2024, our Compensation Committee certified the three-year performance achievement of the 2021 Three-Year PSU Awards. ▶ Target Opportunities. In 2021, the Compensation Committee made grants of PSUs based upon a three-year cumulative enterprise adjusted total sales goal for fiscal years 2021-2023. The target number of PSUs to be awarded under the 2021 Three-Year PSU Awards was determined by dividing the target award value by the fair market value of a share of Dollar Tree stock on the date of grant. Messrs. Creedon, Davis, Dreiling and Gatta were not employed with the Company in 2021 and did not receive the 2021 Three-Year PSU Awards. ▶ Performance Metric. The Compensation Committee used three-year cumulative adjusted Total Sales as the performance metric. For purposes of the 2021 Three-Year PSU Awards, the target definition of adjusted Total Sales allowed for the exclusion of the effects relating to or resulting from: (i) changes in accounting policies, practices and pronouncements; and (ii) future mergers, acquisitions, or divestitures. The Compensation Committee made no adjustments in its determination of the Company’s achievement under this metric. ▶ Payout Curve. The Compensation Committee adopted a payout curve which determines the amount to be paid depending on actual performance within the threshold, target and maximum levels described in the table below.

  53. 2021 Three-Year PSUs

    | Achievement Level | Performance Achievement % | Earning % | | Threshold | 97% | 50% | | Target | 100% | 100% | | Maximum | 104% | 200% |

  54. 2021 Three-Year PSUs

    ▶ Performance Achieved. The Compensation Committee set the three-year cumulative adjusted total sales target of $81,200 million. In March 2024, the Compensation Committee determined the Company’s actual performance and the corresponding performance achievement percentage and earning percentage relative to the 2021-2023 performance goal as described in the table below.

  55. 2021 Three-Year PSUs

    | Performance Metric | Threshold | Target | Maximum | Actual Results | | | ($ in millions) | | | | | Three-Year adjusted Total Sales (2021-2023) | $78,800 | $81,200 | $84,448 | $85,209.6 | | % of Target | 97% | 100% | 104% | 104.9% |

  56. 2021 Three-Year PSUs

    The overall three-year performance achievement percentage of 104.9% resulted in an earned percentage of 200%. Based on this outcome, Mr. McNeely earned 8,252 PSUs in respect of his 2021 Three-Year PSU Award.

  57. Retirement, Deferred Compensation and Pension Plans

    Retirement, Deferred Compensation and Pension Plans We do not have any defined benefit or pension plans that provide for payments based on an executive’s salary and/or years of service. In addition, we have not adopted a supplemental executive retirement plan or other “excess plan” that pays benefits to highly compensated executives. Instead, we offer the following two arrangements to allow executives to actively participate in funding their retirement plans. Executives are eligible to participate in the Dollar Tree Retirement Savings Plan. At the end of the year, the Board may approve a discretionary profit-sharing contribution to be made to all eligible employees, including executive officers. In addition, executives may elect to defer a portion of their cash compensation into 401(k) retirement accounts. As of January 1, 2019, the Board has authorized us to match 100% of 401(k) deferrals up to 5% of an individual’s cash compensation. The Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan allows certain officers and executives, including our named executive officers, to defer receipt of up to 50% of their base salary and up to 100% of their bonus payments. The plan is a nonqualified plan and the Company does not fund, make any contributions to, or provide any interest rate subsidy for the plan. The plan allows executives to save for retirement in a tax-effective way at a minimal cost to the Company. Plan participants may invest their deferred compensation in any one or a combination of the plan’s investment funds. The deferred amounts and earnings thereon are payable to participants, or designated beneficiaries, at either specified future dates, or upon separation of service or death. The future payment obligations under the plan are our general unsecured obligations. Although the amounts deferred are deposited into a trust, the trust belongs to us, rather than the executives, and is subject to the claims of our creditors. Long-term incentive awards are made to executives under our long-term incentive program pursuant to form award agreements that contain provisions that provide for the vesting and payment of PSUs, RSUs and stock options in the event of retirement. These award agreements contain terms that define the requirements for receiving retirement treatment, including age and minimum service requirements. Under awards made in 2022 and prior years, an executive who retired from the Company having attained the age of 591∕2 with a minimum of seven years of service would generally be eligible for (i) full vesting of awards of RSUs and PSUs with a one-year performance period, and (ii) pro rata vesting of awards of PSUs with a three-year performance period based on the number of months worked during the performance period subject to the executive’s completion of the first year of service in the performance period. Beginning with long-term incentive awards made under our long-term incentive program in 2023, we changed our definition of retirement to support retention, succession planning and attraction of mid-career executives. Under the new definition, retirement treatment is only available to executives who: attain the age of 591∕2 with a minimum of two years of service, provide advance notice to the Company to fully support the transition to their successor and abide by non-compete and other covenants. The new retirement definition enhances the retention value of equity awards by requiring executives to provide advance notice of retirement, in addition to meeting the age and service requirements. Under the new retirement definition, if the requirements for retirement treatment are met, then all unvested long-term incentive awards made in or after 2023 continue to vest in accordance with the award vesting schedule and performance criteria in the same manner and at the same time as if the retiring executive continued to be employed by the Company, except that with respect to a PSU award with a three-year performance period, the executive must complete at least the first year of the performance period to qualify for retirement treatment. Mr. Dreiling’s long-term incentive is the stock options granted to him in 2022 and the vesting of his stock options are determined by the terms of his executive agreement.

  58. Termination or Change in Control Arrangements

    Termination or Change in Control Arrangements We have change in control Retention Agreements with our executive officers, except Mr. Dreiling and Mr. McNeely. The Compensation Committee’s intent with these agreements is to take reasonable steps to retain key management personnel and to minimize disruption to the Company in the event of a potential change in control. Under these agreements, severance benefits are payable only upon the occurrence of both a change in control of the Company and the executive’s termination without “cause” or resignation for “good reason,” as defined in the agreements (commonly known as a “double trigger”). The Compensation Committee believes it is appropriate to provide double-trigger severance benefits because it aligns executives’ interests with the interests of shareholders without providing an undue benefit to executives who continue to be employed following a change-in control transaction. We also have form Executive Agreements that provide for a release and restrictive covenants to protect the Company, including a covenant not to compete. The Company has entered into these form Executive Agreements with all of its executive officers except Mr. Dreiling, whose Executive Agreement contains provisions specific to his employment with the Company. In consideration for the restrictive covenants set forth in the form Executive Agreements, the Company agreed to provide a base salary continuation benefit and a portion of the monthly health insurance premiums for a period of up to twenty-four months (or until the executive becomes employed if less than the applicable salary continuation period) in the event the executive’s employment is terminated without “cause” (as defined in the agreement) or on account of the executive’s death or disability. In addition, we have equity compensation plans that contain provisions that may convey benefits to our executive officers and other plan participants upon termination or a change in control. Generally, the provisions address the treatment of awards upon separation from the Company due to death, disability or retirement, or due to a change in control, as defined within the plans or applicable award agreements. The overall structure of our change in control arrangements and other post-termination benefits is consistent with our compensation objectives to attract, motivate and retain highly talented executives. We believe these arrangements preserve morale and productivity, provide a long-term commitment to job stability and financial security, and encourage retention in the face of the potential disruptive impact of an actual or potential change in control. For additional information on our termination and change in control arrangements, and the potential payments that may be made to our named executive officers upon termination or a change in control, see “Potential Payments Upon Termination or Change in Control” beginning on page 57. D.

  59. Role of the Compensation Consultant

    Role of the Compensation Consultant Pursuant to its written Charter, the Compensation Committee has the authority to engage the services of outside independent advisers. Since March 2022, the Compensation Committee has engaged Meridian Compensation Partners as its compensation consultant to provide independent advice to the Compensation Committee in determining the appropriateness and competitiveness of our executive compensation program. The Compensation Committee has determined that Meridian meets the six independence factors set forth in Rule 10C-1 under the Securities Exchange Act of 1934 and Nasdaq listing standards and that Meridian could provide objective advice to the Compensation Committee. Meridian has not provided any other services to the Company during fiscal 2023 and no executive officer had the authority to direct the work of Meridian with regards to its work with the Compensation Committee. The Compensation Committee bears ultimate responsibility for approving the compensation of all named executive officers.

  60. Use of Peer Group

    Use of Peer Group The Company’s market position relative to its peers is an important factor used by the Compensation Committee when evaluating its compensation program. In September 2022, the Compensation Committee, with the assistance of Meridian, reviewed and evaluated the Company’s peer group used for executive compensation benchmarking. The peer selection criteria 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 the fiscal 2023 peer group should be comprised of 16 companies, including five new peers and 11 existing peers.

  61. Use of Peer Group

    | Albertsons Companies, Inc. | Rite Aid Corporation | | AutoZone, Inc. | Ross Stores, Inc. | | BJ’s Wholesale Club Holdings, Inc. | Target Corporation | | Burlington Stores, Inc. | The Gap, Inc. | | Dollar General Corporation | The Kroger Co. | | Lowe’s Companies, Inc. | The TJX Companies, Inc. | | Macy’s, Inc. | Tractor Supply Company | | Nordstrom, Inc. | Walgreens Boots Alliance |

  62. Use of Peer Group

    Dollar Tree is positioned at approximately the median of the peer group in terms of revenue size and most of the companies are within one-third to three times Dollar Tree’s size in terms of revenue.

  63. Timing of Long-Term Incentive Awards

    Timing of Long-Term Incentive Awards Our grant policy for equity awards establishes April 1 as the date of the annual grant each year. Awards of equity incentives to new officers are made on the last business day of the Company’s fiscal month which follows the month that includes the hire date. The Compensation Committee may, in its discretion, make grants that vary from these guidelines if there is a compelling business reason, but in every case the Committee is required to complete its approval of the equity awards prior to the date of the grant. We believe that the beginning of April is an appropriate time during the year to make grants of equity awards and that a consistent application of our granting practices from year to year regardless of other events is also appropriate. The awards granted by the Compensation Committee are designed to create incentives for the creation of long-term shareholder value and contain delayed vesting provisions that prevent recipients from taking advantage of short-term fluctuations in the market price of our common stock. We have not planned in the past, nor do we plan in the future, to time the release of material non-public information for the purpose of affecting the value of executive compensation.

  64. Summary Compensation Table

    Summary Compensation Table In the following table, we summarize the compensation earned during fiscal years 2023, 2022 and 2021 by our Chief Executive Officer, our Chief Financial Officer, each of our three other most highly compensated executive officers who were serving as executive officers of the Company at the end of the fiscal year ended February 3, 2024. We refer to these five individuals in this proxy statement as the named executive officers or NEOs. The compensation that we pay to our named executive officers is determined as described above in our “Compensation Discussion and Analysis” section and in the tables that follow. (For the Fiscal Years ended February 3, 2024, January 28, 2023, and January 29, 2022)

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(4) | Total ($) | | Richard Dreiling Chairman and Chief Executive Officer | 2023 | 1,350,000 | — | — | — | 1,943,393 | 67,373 | 3,360,766 | | | 2022 | 865,385 | — | — | 135,583,212 | — | 21,182 | 136,469,779 | | | 2021 | — | — | — | — | — | — | — | | Jeffrey Davis Chief Financial Officer | 2023 | 825,000 | — | 1,799,830 | 449,959 | 678,645 | 43,015 | 3,796,449 | | | 2022 | 269,712 | 300,000 | 1,999,977 | — | 177,495 | 6,641 | 2,753,825 | | | 2021 | — | — | — | — | — | — | — | | Michael Creedon, Jr.(5) Chief Operating Officer | 2023 | 892,308 | 500,000 | 2,079,896 | 519,968 | 740,340 | 65,049 | 4,797,561 | | | 2022 | 277,885 | — | 1,200,000 | — | 182,873 | 15,260 | 1,676,018 | | | 2021 | — | — | — | — | — | — | — | | Lawrence Gatta, Jr. Chief Merchandising Officer—Family Dollar | 2023 | 725,385 | — | 1,759,779 | 439,991 | 600,498 | 32,068 | 3,557,721 | | | 2022 | 525,000 | — | 1,599,892 | — | 451,850 | 84,863 | 2,661,605 | | | 2021 | — | — | — | — | — | — | — | | Richard McNeely(6) Chief Merchandising Officer—Dollar Tree | 2023 | 950,923 | 15,000 | 1,759,779 | 439,991 | 801,212 | 97,619 | 4,064,524 | | | 2022 | 820,308 | 90,000 | 1,799,805 | — | 531,892 | 257,783 | 3,499,788 | | | 2021 | 800,000 | 52,500 | 1,799,814 | — | 584,100 | 64,446 | 3,300,860 |

  66. Summary Compensation Table

    Footnotes to the Summary Compensation Table: The “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” columns are omitted as all amounts are zero. (1) Executives may defer up to 50% of their salaries and up to 100% of their annual incentive bonus under the Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan. Any such deferrals are included in the appropriate column of this table and shown in the Deferred Compensation table. Earnings under these deferred compensation plans result from the executives’ investments in mutual funds commonly available to investors generally. Pursuant to SEC rules, this column represents the aggregate grant date fair value during the last three fiscal years of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) computed in accordance with FASB ASC Topic 718 related to (i) PSU awards made in 2021 and 2022 based on achievement of a one-year performance goal (“One-Year PSUs”), (ii) PSU awards made in 2021, 2022 and 2023 based on achievement of three-year cumulative performance goals (“Three-Year PSUs”), (iii) out-of-cycle grants made in connection with a promotion or hiring, and (v) for fiscal 2021, restricted stock units awarded to Mr. McNeely in March 2021 for retention purposes. We are required to report the equity portion of Three-Year PSU award at the beginning of the Three-Year PSU cycle even though, should it be earned, it will not be paid until the end of the cycle. The Three-Year PSU awards are earned only if performance conditions are met. The final payment amount, if any, will range from 37.5% to 250%. The amounts shown in this column assume performance at target for Three-Year PSU awards. Fair value for the equity awards are calculated using the closing price of our stock on the date of grant. In the event the highest level of performance is achieved, the aggregate grant date fair value for the fiscal year 2023 Three-Year PSU awards would be as follows for Messrs. Davis, Creedon, Gatta and McNeely, respectively: $2,249,859, $2,599,978, $2,199,904 and $2,199,904. Amounts shown in this column do not correspond to the actual value that will be realized by the named executives. Additional information regarding FASB ASC Topic 718 calculations related to these awards is included in footnote 10 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. See the Grants of Plan-Based Awards Table for information on awards made in 2023. Mr. Dreiling does not participate in the Company’s long-term incentive program, and therefore, did not receive awards of RSUs or PSUs in 2022 or 2023. The amounts in this column represent the amount of cash that we pay under our Management Incentive Compensation Plan (“MICP”) which qualifies as a “non-equity incentive plan” for purposes of this table. The amounts listed were earned in the years shown, but paid after the end of the fiscal year, upon approval by the Compensation Committee. (4) The amounts reported in the All Other Compensation column reflect, for each named executive officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount contributed by the Company to the Company’s 401(k) plan; and (iii) the dollar value of life insurance premiums paid by the Company with respect to life insurance for the benefit of a named executive officer. Other than perquisites and other personal benefits, discussed below, none of these items for any named executive officer exceeded $10,000 except 401(k) matching contributions for Mr. McNeely in the amount of $16,731. Perquisites include car allowances related to travel, financial and tax planning, health care services, relocation, and personal use of the corporate aircraft, none of which individually exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for each officer, except the relocation costs incurred by Mr. Creedon in the amount of $38,189 and the aggregate incremental cost of the personal use of the Company’s aircraft in fiscal year 2023 by Messrs. Dreiling and McNeely in the amount of $28,307 and $50,884, respectively. Pursuant to our corporate aircraft policy, personal use of the Company’s aircraft is limited to the following: (i) the Chief Executive Officer and Executive Chairman are permitted use of the Company’s aircraft for non-business purposes for up to 80 hours each per fiscal year, and (ii) on a limited basis executive leaders may be permitted personal use of the Company’s aircraft or to have family members accompany them on business trips on the Company’s aircraft. In addition, in 2023, Mr. McNeely was authorized to use the Company’s corporate aircraft to make two trips per month to his home in Tennessee, a practice that was discontinued in March 2023. The Company calculated the incremental cost to the Company of the personal use of the Company aircraft based on published industry rates by Conklin & deDecker Associates, Inc. for variable operating costs, including fuel, landing, catering, handling, aircraft maintenance and pilot travel costs. Fixed costs such as maintenance not related to personal travel, depreciation of the aircraft, pilot salaries or cost of insurance and administrative services, are excluded. The Company does not provide tax gross-ups on perquisites, except for business-related relocation expenses. A car allowance is intended to compensate executives for the use of their personal vehicles in conducting Company business. However, as we do not require our executives to account for their business or personal use, we include the entire amounts in our disclosures. (5) The amount shown in the Bonus column for Mr. Creedon in fiscal 2023 represents the cash sign-on bonus paid to Mr. Creedon in 2023 in connection with his initial offer of employment. The amount shown in the Bonus column for Mr. McNeely represents monthly cash retention payments paid to Mr. McNeely. These retention payments ceased at the end of March 2023.

  67. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  68. Grants of Plan-Based Awards Table

    | Name | Grant Date | Compensation Committee Action Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plans | | | Estimated Future Payouts Under Equity Incentive Plans | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Richard Dreiling | — | (2) | 1,181,250 | 2,362,500 | 4,725,000 | — | — | — | — | — | — | — | | Jeffrey Davis | — | (2) | 412,000 | 825,000 | 1,650,000 | — | — | — | — | — | — | — | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | — | 7,584(3) | 143.55 | 449,959 | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | 4,702(4) | — | — | 674,972 | | | 03/31/2023 | 03/30/2023 | — | — | — | 3,918(5) | 7,836(5) | 15,673(5) | — | — | — | 1,124,858 | | Michael Creedon, Jr. | — | (2) | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | — | 8,764(3) | 143.55 | 519,968 | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | 5,433(4) | — | — | 779,907 | | | 03/31/2023 | 03/30/2023 | — | — | — | 4,528(5) | 9,056(5) | 18,112(5) | — | — | — | 1,299,989 | | Lawrence Gatta, Jr. | — | (2) | 365,000 | 730,000 | 1,460,000 | — | — | — | — | — | — | — | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | — | 7,416(3) | 143.55 | 439,991 | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | 4,597(4) | — | — | 659,899 | | | 03/31/2023 | 03/30/2023 | — | — | — | 3,831(5) | 7,662(5) | 15,325(5) | — | — | — | 1,099,880 | | Richard McNeely | — | (2) | 487,000 | 974,000 | 1,948,000 | — | — | — | — | — | — | — | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | — | 7,416(3) | 143.55 | 439,991 | | | 03/31/2023 | 03/30/2023 | — | — | — | — | — | — | 4,597(4) | — | — | 659,899 | | | 03/31/2023 | 03/30/2023 | — | — | — | 3,831(5) | 7,662(5) | 15,325(5) | — | — | — | 1,099,880 |

  69. Grants of Plan-Based Awards Table

    Footnotes to the Grants of Plan-Based Awards Table: (1) The date of grant for the relevant award is established by the Compensation Committee during a regularly scheduled meeting or by written consent. (2) Our Management Incentive Compensation Plan is considered a “non-equity incentive plan.” MICP targets are established by the Compensation Committee early in the fiscal year and amounts payable are determined and paid in the following year, when annual results are available, upon approval by the Compensation Committee. For 2023, bonuses were targeted at 175% of salary for the Chairman and Chief Executive Officer, 100% of salary for the Chief Financial Officer, Chief Operating Officer and the Chief Merchandising Officers, with corporate performance representing 100% of the goal. Bonuses authorized by the Compensation Committee are paid after the relevant fiscal year unless deferred by the executive under our Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan. See “Annual Cash Bonus Incentives” in our Compensation Discussion and Analysis for a detailed discussion of our MICP. Represents stock options awarded on March 31, 2023 under the 2021 Omnibus Incentive Plan as part of the Company’s 2023 long-term incentive program. The stock options will vest in three approximately equal installments over three years provided the named executive officers remain continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. The options have a ten-year term and an exercise price per share that is equal to the closing price of the Company’s stock on the date of grant ($143.55). Represents RSUs awarded on March 31, 2023 as part of the Company’s 2023 long-term incentive program. These RSUs will vest in approximately three equal installments over three years provided that the named executive officer remains with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. (5) Represents awards of 2023 Three-Year PSUs awarded as part of the Company’s 2023 long-term incentive program. These PSUs will vest based on the level at which the Company achieves its three-year cumulative performance goals for the performance period from January 29, 2023 through January 31, 2026. The amount of the payment earned will range from 50% to 200% and will be paid in 2026 when the achievement level is available and determined by the Committee. This column shows the full grant date fair value under FASB ASC Topic 718 of stock option, RSU and PSU awards. For the RSU and PSU awards awarded on March 31, 2023 the fair value is calculated using the closing price of our stock on the grant date which was $143.55. Additional information regarding FASB ASC Topic 718 calculations related to these awards is included in footnote 10 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.

  70. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table provides information on the holdings of stock option and stock awards by the named executives at the end of the fiscal year. This table includes unexercised and unvested option awards, unvested RSU awards, and unvested PSU awards. Each equity grant is shown separately for each named executive. The vesting schedule for each grant is shown in the footnotes following this table, based on the award date. The market value of the stock awards is based on the closing market price of our stock as of February 2, 2024, which was $138.71. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the Compensation Discussion and Analysis.

  71. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Award Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Richard Dreiling | 3/19/2022 | 450,517 | 1,802,070 (1) | — | 157.17 | 03/19/2032 | — | — | — | — | | Jeffrey Davis | 11/25/2022 | — | — | — | — | — | 6,608(2) | 916,596 | — | — | | | 3/31/2023 | — | 7,584(3) | — | 143.55 | 03/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 4,702(4) | 652,214 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 3,918(5) | 543,466 | | Michael Creedon, Jr. | 11/25/2022 | — | — | — | — | — | 5,286(6) | 733,221 | — | — | | | 3/31/2023 | — | 8,764(3) | — | 143.55 | 03/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 5,433(4) | 753,611 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 4,528(5) | 628,079 | | Lawrence Gatta, Jr. | 7/1/2022 | — | — | — | — | — | 4,727(7) | 655,682 | | | | | 7/1/2022 | — | — | — | — | — | — | — | 2,559(8) | 354,959 | | | 3/31/2023 | — | 7,416(3) | — | 143.55 | 03/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 4,597 (4) | 637,650 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 3,831(5) | 531,398 | | Richard McNeely | 3/16/2021 | — | — | — | — | — | 3,658(7) | 507,401 | — | — | | | 3/16/2021 | — | — | — | — | — | — | — | 4,126(8) | 572,317 | | | 4/1/2022 | — | — | — | — | — | 5,212(7) | 722,957 | — | — | | | 4/1/2022 | — | — | — | — | — | — | — | 2,822(8) | 391,440 | | | 3/31/2023 | — | 7,416(3) | — | 143.55 | 03/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 4,597(4) | 637,650 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 3,831(5) | 531,398 |

  72. Outstanding Equity Awards at Fiscal Year End Table

    Footnotes to Outstanding Equity Awards Table: On March 19, 2022, Mr. Dreiling was granted a one-time award of options to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as an employment inducement in connection with his appointment as Executive Chairman. The stock option has a ten-year term and is scheduled to vest in equal installments on each of the first five anniversaries of the grant date, subject to Mr. Dreiling’s continued employment with the Company through each vesting date. The stock option was granted separate and apart from our authority to grant awards of stock options under our 2021 Omnibus Incentive Plan. (2) The Compensation Committee approved a sign-on award to Mr. Davis of RSUs that will vest in approximately two equal installments over two years provided that Mr. Davis remains with the Company through the vesting dates, unless vesting is accelerated due to death or disability. (3) The named executive officers that participated in the Company’s 2023 long term incentive program (Messrs. Davis, Creedon, Gatta and McNeely), were awarded stock options on March 31, 2023. The stock options will vest in three approximately equal installments over three years provided the named executive officers remain continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. (4) The named executive officers that participated in the Company’s 2023 long term incentive program (Messrs. Davis, Creedon, Gatta and McNeely), were awarded RSUs on March 31, 2023. The RSUs will vest in three approximately equal installments over three years provided the named executive officers remain continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. (5) On March 31, 2023, the named executive officers that participated in the Company’s 2023 long term incentive program (Messrs. Davis, Creedon, Gatta and McNeely), were awarded 2023 Three-Year PSUs that vest based on the achievement of a three-year cumulative adjusted earnings per share and total revenue goals for the performance period beginning on January 29, 2023 and ending on January 31, 2026, with a relative cumulative total shareholder return modifier during the performance period. The amount of payment, if earned, will range from 50% to 200% of stated target and will be paid in 2026, when the achievement level is available and approved by the Committee. (6) The Compensation Committee approved a sign-on award to Mr. Creedon of RSUs that will vest in approximately three equal installments over three years provided that Mr. Creedon remains with the Company through the vesting dates, unless vesting is accelerated due to death or disability. (7) In 2022 and 2021 the named executive officers that participated in the Company’s long-term incentive program were awarded One-Year PSUs that vest based on the achievement of the established one-year performance goal for performance in fiscal years ended January 28, 2023 and January 29, 2022, respectively. In March 2023 and March 2022, the Compensation Committee determined the Company’s achievement of the established performance goals for performance in fiscal years ended January 28, 2023 and January 29, 2022, respectively, for the One-Year PSUs awarded in 2022 and 2021 respectively. The One-Year PSUs will vest in three approximately equal installments over three years provided the named executive officers who received these awards remain continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. In 2022 and 2021 the named executive officers that participated in the Company’s long-term incentive program were awarded PSUs that vest based on the achievement of a three-year cumulative performance goal based on total sales for the performance period (January 28, 2023 to February 1, 2025 and January 31, 2021 to February 3, 2024, respectively). The amount of payment for the 2022 Three-Year PSUs, if earned, will range from 50% to 200% of stated target and will be paid in 2025 when the achievement level is available and approved by the Committee. The Committee determined in March 2024 that the Company exceeded the maximum performance goal of the 2021 Three-Year PSUs and that such PSUs were earned, as described in the Compensation Discussion and Analysis.

  73. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table In the table below, we list information on the exercise of options and the vesting of restricted stock units during the fiscal year ended February 3, 2024. The value realized on exercise of options represents the spread between the sale price and the option strike price at the time of exercise. The value realized on vesting of RSUs reflects the fair market value of the shares at the time of vesting.

  74. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Richard Dreiling | — | — | — | — | | Jeffrey Davis | — | — | 6,608 | 775,251 | | Michael Creedon, Jr. | — | — | 2,643 | 310,077 | | Lawrence Gatta, Jr. | — | — | 2,363 | 339,091 | | Richard McNeely | — | — | 38,234 | 5,460,947 |

  75. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Named executive officers may elect to defer up to 50% of their base salary and up to 100% of their annual incentive bonus to the Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan, an unfunded, non-qualified deferred compensation plan (“NQDC”). Elections to defer amounts earned during the next calendar year are due by December 31 of each year and are irrevocable. Deferred amounts are held for each participant in separate individual accounts in an irrevocable rabbi trust. Executives’ accounts are credited with earnings or losses based on the rate of return of mutual funds selected by the executive, which he or she may change at any time. A deferral period and payment date must be irrevocably specified at election for each separate annual deferral. This deferral period must be at least two years in length and the payment date can be any date on or after that point. Alternately, the payment can be tied to termination of employment, including retirement. The executive must also make an irrevocable election regarding payment terms, which may be either a lump sum, or in specified annual installments. Hardship withdrawals are available for unforeseeable emergency financial hardship situations, such as for an unexpected illness, accident or property loss. If a participant dies before receiving the full value of the deferral account balances, the designated beneficiary would receive the remainder of that benefit in the same payment form as originally specified (i.e., lump sum or installments). Executives are fully vested in their accounts and in the event the NQDC Plan is terminated upon a change in control of the Company, the executives’ entire account balances will be distributed. In the following table, we provide detailed information regarding accumulated amounts for our executives under our NQDC Plan.

  76. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Richard Dreiling | — | — | — | — | — | | Jeffrey Davis | — | — | — | — | — | | Michael Creedon, Jr. | — | — | — | — | — | | Lawrence Gatta, Jr. | 10,978 | 146,918 | 19,345 | — | 177,240 | | Richard McNeely | — | — | — | — | — |

  77. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our Executive Agreements and change in control Retention Agreements with certain of our named executive officers and certain awards, plans and programs in which our named executive officers participate provide for benefits or payments upon certain employment termination events, including in connection with a change in control. Retention Agreements. The Company has Retention Agreements with certain executive officers, including each of the named executive officers other than Richard Dreiling and Richard McNeely. The Retention Agreements provide for severance benefits which are payable only upon the occurrence of both a change in control of the Company and the executive’s termination without “cause” or resignation for “good reason,” as defined in the agreements (commonly known as a “double trigger”). The Retention Agreements provide for a severance payment of 1.5 times the executives base salary. These agreements also contain a clawback provision and certain restrictive covenants which apply under certain circumstances. Executive Agreements. The Company has certain Executive Agreements with its named executive officers, other than Mr. Dreiling, that provide for a release and restrictive covenants to protect the Company, including a covenant not to compete, in consideration for which the Company agreed to provide a base salary continuation benefit and payment of a portion of monthly health insurance premiums for the benefit period set forth in the Executive Agreement in the event the executive’s employment is terminated without “cause” (as defined in the agreement) or on account of the executive’s death or disability. An executive is not entitled to the benefits provided by the Executive Agreement if the executive retires, voluntarily resigns for any reason or receives payments under the change in control Retention Agreements. The Executive Agreements provide a salary continuation period of 24 months (or until the executive becomes employed if less than the applicable salary continuation period). On March 19, 2022, the Company entered into an Executive Agreement with Mr. Dreiling governing his service as Executive Chairman. The Executive Agreement provided an annual base salary of $1,000,000, an inducement award of stock options, the ability to participate in employee welfare and benefit plans and programs and provides the benefits described below in the event of certain termination events. On January 25, 2023, Mr. Dreiling’s Executive Agreement was amended to reflect, among other things, Mr. Dreiling’s additional role as Chief Executive Officer of the Company effective January 29, 2023. The amendment increased Mr. Dreiling’s annual base salary to $1,350,000 during the period he serves as Chief Executive Officer and made him eligible for an annual cash incentive bonus under the MICP. Upon a termination of Mr. Dreiling’s employment by the Company without “cause” or by Mr. Dreiling for “good reason” (each as defined in the agreement), Mr. Dreiling will receive, subject to continued compliance with the restrictive covenants in the agreement and execution and non-revocation of a separation agreement containing a release of claims, (i) continued base salary for 24 months following termination (or, if shorter, through the end of the term), (ii) payout of any earned annual cash incentive bonus based on the terms of the MICP, and (iii) accelerated vesting of an additional number of options of his March 19, 2022 stock option award that would have vested through the 365th day after Mr. Dreiling’s termination had his employment not terminated and assuming daily vesting of such award, or, if such termination is within six months prior to, or two years following, a “change in control” (as defined in the agreement), accelerated vesting of the pro rata portion of such option award that would have vested at the next anniversary of the award’s grant date, plus accelerated vesting of one additional tranche of such option award. Upon termination of Mr. Dreiling’s employment due to his death or disability (as defined in the agreement), Mr. Dreiling will be eligible to receive accelerated vesting of an additional number of options of such March 19, 2022 option award that would have vested through the 365th day after Mr. Dreiling’s termination had his employment not terminated and assuming daily vesting of such award. Upon Mr. Dreiling’s retirement (as determined in the sole discretion of the Board), Mr. Dreiling will be eligible to receive accelerated vesting of the pro-rata portion of such March 19, 2022 option award that would have vested at the next anniversary of the award’s grant date. Mr. Dreiling’s Executive Agreement contains certain covenants by which Mr. Dreiling is bound, including covenants not to compete with or solicit employees of the Company for a specified period following the termination of Mr. Dreiling’s employment. Equity Plans. Our equity compensation plans contain provisions that may convey benefits to our executives and other plan participants upon a change in control. Generally, the provisions address the treatment of awards upon separation from the Company due to death, disability or retirement, or due to a change in control, as defined within the plans. The Company’s 2021 Omnibus Incentive Plan, the principal plan under which we currently make awards, provides that in the event of a change in control, awards do not automatically vest, although the Compensation Committee may accelerate the vesting or exercisability of an award in its sole discretion. In addition, the 2021 Omnibus Incentive Plan provides that, unless otherwise set forth in an award agreement, separate employment agreement or retention agreement, in the event of the involuntary termination of an employee’s service with the Company without “cause” within twenty-four months after a change in control of the Company, the following will occur: (i) all of the employee’s outstanding options and stock appreciation rights become vested and exercisable, (ii) all restrictions and conditions of all restricted stock awards and RSUs held by the employee lapse and (iii) all performance units and any other awards held by such employee are deemed to be fully earned at the participant’s target level. The benefits and payments arising under these agreements and plans for our named executive officers (other than Mr. Dreiling) are discussed below, except to the extent a benefit or payment is available generally to all salaried employees and does not discriminate in favor of our executive officers or to the extent already discussed under “Nonqualified Deferred Compensation” above. The benefits and payments arising under Mr. Dreiling’s Executive Agreement, including salary continuation and vesting of options upon termination of employment or a change in control, are described under “Executive Agreements.” ▶

  78. Payments Upon Termination Due to Death, Disability or Retirement

    Payments Upon Termination Due to Death, Disability or Retirement If a named executive officer’s employment with us terminates due to death, disability or retirement (as defined in the applicable agreements): Salary Continuation. Under the Executive Agreement, in the event of death or disability (not retirement) the executive receives a base salary continuation benefit together with payment of all or a portion of monthly medical insurance premiums (if elected by the executive) for the benefit period. Annual bonus. The annual cash bonus under the MICP will not be paid. Stock options. Our form of stock option agreement provides that in the event of an executive’s termination of employment due to death, the option will become fully vested and exercisable on the date of death. In the event of the executive’s termination of employment due to disability (as defined in the stock option agreement), the option will continue to vest and become exercisable in accordance with the vesting and exercise schedule set forth in the notice of grant, as though the executive had not had a termination of employment. Options may be exercised until the ten-year anniversary of the grant date if the executive’s termination of employment was due to death or disability, unless such options have expired earlier. The benefits and payments arising under Mr. Dreiling’s Executive Agreement, including salary continuation and vesting of options upon termination of employment, are described under “Executive Agreements” on page 58. Service-based restricted stock units. Our form of restricted stock unit agreement provides that in the event of an executive’s termination of employment due to death, the service-based vesting requirements of service-based restricted stock units shall be deemed satisfied and the restricted stock units shall be fully vested. In the event of the executive’s termination of employment due to disability or retirement (as those terms are defined in the restricted stock unit agreement), the restricted stock units will continue to vest in accordance with the vesting dates set forth in the notice of grant. Performance-based restricted stock units. Service-based vesting requirements shall be deemed satisfied, but no payment is made unless and until performance-based criteria are determined to be satisfied by the Compensation Committee. Under the performance-based RSU awards with three-year performance criteria awarded in 2021 and 2022, payout upon retirement shall be pro rated based on the monthly periods elapsed in the performance period at the time of retirement, with no payout at all if retirement occurs during the first year of the performance period.

  79. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 3, 2024 (excluding Change in Control)

    Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 3, 2024 (excluding Change in Control) Below are amounts that would have been payable to our named executive officers upon various termination events determined as if the event occurred on February 3, 2024 and, except as otherwise indicated below, payable under the terms of the Executive Agreement in effect on said date. The table below excludes certain terminations in connection with a change in control (which are shown on the table on page 64). There are no payouts upon voluntary termination by the executive or involuntary termination for cause and these termination events are not shown in the table. Except for performance-based awards where actual performance achievement has been determined previously by the Compensation Committee, the table below assumes that the performance-based criteria of applicable awards are ultimately determined by the Committee at the target level.

  80. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 3, 2024 (excluding Change in Control)

    | Name | Death ($) | Disability ($) | Retirement ($)(1) | Involuntary Termination without Cause ($) | | Richard Dreiling | | | | | | Salary continuation(2) | 2,700,000 | 2,700,000 | n/a | 2,700,000 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs | — | — | n/a | — | | Options(4) | — | — | n/a | — | | Total | 2,700,000 | 2,700,000 | n/a | 2,700,000 | | Jeffrey Davis | | | | | | Salary continuation(2) | 1,665,898 | 1,665,898 | n/a | 1,665,898 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs(5) | 2,655,742 | 2,655,742 | n/a | — | | Options | — | — | n/a | — | | Total | 4,321,640 | 4,321,640 | n/a | 1,665,898 | | Michael Creedon | | | | | | Salary continuation(2) | 1,821,050 | 1,821,050 | n/a | 1,821,050 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs (5) | 2,742,990 | 2,742,990 | n/a | — | | Options | — | — | n/a | — | | Total | 4,564,040 | 4,564,040 | n/a | 1,821,050 | | Lawrence Gatta, Jr. | | | | | | Salary continuation(2) | 1,488,354 | 1,488,354 | n/a | 1,488,354 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs | 2,711,087 | 2,711,087 | n/a | — | | Options | — | — | n/a | — | | Total | 4,199,441 | 4,199,441 | n/a | 1,488,354 | | Richard McNeely | | | | | | Salary continuation(2) | 1,696,026 | 1,696,026 | n/a | 1,696,026 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs | 3,894,561 | 3,894,561 | 3,764,035 | — | | Options | — | — | — | — | | Life Insurance proceeds(6) | 450,000 | n/a | n/a | n/a | | Total | 6,040,587 | 5,590,587 | 3,764,035 | 1,696,026 |

  81. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 3, 2024 (excluding Change in Control)

    (1) Messrs. Creedon, Davis, Dreiling and Gatta did not qualify for retirement as of February 3, 2024, the date for the analysis provided in this table. Represents the aggregate amount of the base salary continuation benefit and payment of all or a portion of the executive’s monthly medical insurance premiums during the salary continuation period, assuming the executive elected to receive such medical insurance coverage for its maximum duration. The severance benefit is not payable upon retirement. Represents the value of unvested service-based RSUs and performance-based RSUs based on the closing price on Friday, February 2, 2024 ($138.71). Under the performance-based RSU awards with three-year performance criteria, service-based vesting requirements shall be deemed satisfied upon the executive’s death, disability or retirement, but no payment is made until achievement of the performance-based criteria is determined by the Compensation Committee. In addition, in the case of retirement, under the performance-based RSU awards with three-year performance criteria awarded in 2021 and 2022, payout for retirement is pro rata with the time elapsed under the performance period, with no payout for a retirement before the end of the first year of the performance period. (4) Mr. Dreiling’s Executive Agreement provides for accelerated vesting of his stock option award granted on March 19, 2022 in the event of his termination of employment without cause or resignation for Good Reason (as defined in the agreement), or in the event of his death, disability or retirement. The value of the accelerated options for each event identified in the table is based on the spread between the closing price of the Company’s common stock on Friday, February 2, 2024, which was $138.71, and the exercise price of the option, which is $157.17 per share. For additional information on the vesting of Mr. Dreiling’s stock option, see “Executive Agreements” on page 58. (5) In 2022, Mr. Creedon and Mr. Davis each received an initial sign-on equity grant of service-based RSUs, with vesting conditioned on continued employment through the respective vesting periods. The award agreement provides that the vesting requirements are deemed satisfied in the event of death, disability or retirement, but any unvested portion of the award is forfeited if employment terminates for any other reason (except in connection with a change in control). (6) In the event of death, the named executive officer’s beneficiary will receive payments under our executive life insurance program.

  82. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 3, 2024

    Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 3, 2024 Where a named executive officer is involuntarily terminated by the Company without cause or resigns with good reason, in each case within two years following a change in control (or in certain cases during the six months before a change in control), then the named executive officer shall receive the following amounts. Please note that the table assumes that (i) a qualifying change in control has occurred, (ii) performance-based criteria of applicable awards are ultimately determined by the Compensation Committee at the target amount, and (iii) the termination of the executive occurred as of February 3, 2024.

  83. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 3, 2024

    | Name | Severance Payment(1) | Bonus(2) | | | | | | | Earned but Unpaid MICP | Pro-Rata Calculated Bonus | RSUs and Options Vested Due to Event(3) | Total | | Richard Dreiling(4) | 2,700,000 | — | — | — | 2,700,000 | | Jeffrey Davis | 1,892,466 | 678,645 | — | 2,655,742 | 5,226,606 | | Michael Creedon, Jr. | 2,059,085 | 740,340 | — | 2,742,990 | 5,542,145 | | Lawrence Gatta, Jr. | 1,896,755 | 600,498 | — | 2,711,087 | 5,208,121 | | Richard McNeely(4) | 1,696,026 | — | — | 3,894,561 | 5,590,587 |

  84. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 3, 2024

    (1) The Retention Agreements with our executives (other than Mr. Dreiling and Mr. McNeely) provide for a severance payment in the amount of 1.5x the sum of the executive’s reference salary and reference bonus amounts. This column also includes the cost of continued health benefits provided under the agreement. The amount of severance shown in the table for Mr. Dreiling reflects a 24-month salary continuation benefit payable in connection with a change in control, subject to continued compliance with the restrictive covenants set forth in his Executive Agreement. (2) Under the Retention Agreements, if there are amounts earned but unpaid under our MICP, then these shall be paid out, together with a pro rata calculated bonus for the fiscal year in which termination occurs. Because this table assumes termination occurs as of the last day of the fiscal year, it shows actual MICP amounts earned for the completed fiscal year. At such date, there would be no pro rata bonus allocable to the new fiscal year. (3) The value of unvested equity awards that become payable under the scenario described based on the closing market price of our stock as of February 3, 2024, which was $138.71. The value of accelerated options is based on the spread between the $138.71 closing price of our common stock on February 3, 2024 and the exercise price of the option. Mr. Dreiling and McNeely do not have Retention Agreements therefore, in the event of a termination upon a change in control, severance would be paid pursuant to the terms of their respective Executive Agreements.

  85. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we present below the required ratio of the annual total compensation of our Chief Executive Officer for fiscal 2023, as reported in the Summary Compensation Table of this proxy statement, to the annual total compensation of our median employee (excluding the Chief Executive Officer). In addition, we are providing a supplemental pay ratio that excludes part-time, temporary and seasonal employees, which we believe provides a more representative comparison of the Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation.

  86. Pay Ratio Methodology

    Pay Ratio Methodology In determining the median employee, we included all U.S. employees who were employed by the Company on February 3, 2024, the date we selected to identify our employees for purposes of the pay ratio calculation. We excluded all 4,423 associates who are employed in Canada and other jurisdictions outside of the United States, as they represent less than five percent (5%) of our total workforce. We then compiled compensation information for the period beginning on January 29, 2023 through February 3, 2024. Out of a total population of 207,431 employees, 138,262 were part-time employees and 4,021 were either temporary or seasonal workers. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, we chose to use regular salary and wages, as reflected in our payroll records, as our consistently applied compensation measure. We excluded bonuses and equity from our calculation, as these compensation components are not widely distributed among our workforce. We annualized the compensation for all permanent employees who worked for the Company less than the full year (such as new hires during the year and employees on an unpaid leave of absence during the measurement period). We did not annualize the compensation for temporary or seasonal positions and we did not make full-time equivalent adjustments for employees. With respect to part-time workers who worked less than the measurement period, we calculated wages using the hourly rate for each associate and a reasonable estimate of the average number of hours worked by our part-time workforce. We did not make any cost-of-living adjustments in identifying the median employee. Based on our methodology, we determined that our median employee in fiscal 2023 was a part-time hourly store associate located in the United States.

  87. Required Pay Ratio

    Required Pay Ratio The Chief Executive Officer’s total annual compensation for fiscal 2023, as reported in the Summary Compensation Table on page 51 of this proxy statement, was $3,360,766 and the median employee’s total annual compensation for fiscal 2023 was $15,955, resulting in an estimated pay ratio of 211:1. The pay ratio reported by other companies may not be comparable because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own ratios. We consider both the required and supplemental pay ratios to be reasonable estimates based on the methodology we used to determine our median employee.

  88. Supplemental Pay Ratio

    Supplemental Pay Ratio In addition to the pay ratio required by the SEC’s rules, we are also providing a supplemental pay ratio that excludes all part-time, temporary and seasonal employees of the Company from the determination of our median employee and the calculation of the annual total compensation of our median employee. Our large population of 142,283 part-time, temporary and seasonal workers out of a total population of 207,431 employees of the Company has the effect of lowering the annual total compensation for our median employee. We believe that a pay ratio that uses only full-time employees as of February 3, 2024 (excluding the Chief Executive Officer) for purposes of determining our median employee provides a more representative comparison of the Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation. We identified the median employee for purposes of the supplemental pay ratio using the same methodology as the required pay ratio. Applying this methodology to our full-time employees at February 3, 2024, we determined that our median employee in fiscal 2023 was a full-time Assistant Store Manager located in the United States with total annual compensation in the amount of $36,703. As a result, the ratio of the total annual compensation of the Chief Executive Officer, in the amount of $3,360,766 for fiscal 2023, to the median full-time employee’s total annual compensation for fiscal 2023, was estimated to be 92:1. We are committed to good corporate governance practices, and we believe our compensation program and philosophy are designed to attract and retain good talent, motivate our associates and recognize individual achievements.

  89. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following information is presented to disclose the relationship between executive “compensation actually paid,” as calculated under applicable SEC rules, and the Company’s financial performance.

  90. Pay versus Performance Table

    Pay versus Performance Table The following table provides information on the total compensation and compensation actually paid to our principal executive officer and to our other named executive officers, along with the total shareholder return of the Company and our executive compensation peer group, our net income and our adjusted operating income for the fiscal years 2023, 2022, 2021 and 2020. The Company-selected measure for evaluating pay versus performance is adjusted operating income. The Company-selected peer group is the Company’s compensation benchmarking peer group for 2023. The compensation actually paid to our named executive officers has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  91. Pay versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer(1) (Dreiling & Witynski) | Summary Compensation Table Total for Principal Executive Officer(2) (Philbin) | Compensation Actually Paid to Principal Executive Officer(1) (Dreiling & Witynski) | Compensation Actually Paid to Principal Executive Officer(2) (Philbin) | Average Summary Compensation Table Total for Non-Principal Executive Officer NEOs(3) | Average Compensation Actually Paid to Non- Principal Officer NEOs(3)(4)(6) | | 2023 | $3,360,766 | $— | $(12,587,550) | $— | $4,054,064 | $2,938,499 | | 2022 | 13,975,672 | — | 20,670,372 | — | 22,391,696(5) | 22,135,106(5) | | 2021 | 10,249,968 | — | 15,287,848 | — | 4,467,484 | 6,925,640 | | 2020 | 10,767,887 | 9,474,478 | 8,033,239 | 10,483,365 | 4,826,593 | 5,421,605 |

  92. Pay versus Performance Table

    | Year | Value of Initial Fixed $100 Investment Based on: | | Company Net Income (dollars in millions) | Company Adjusted Operating Income(9) (dollars in millions) | | | Company Total Shareholder Return(7) | Peer Group Total Shareholder Return(7)(8) | | | | 2023 | $159.31 | $156.96 | $(998.4) | $1,784.8 | | 2022 | 172.70 | 154.16 | 1,615.4 | 2,311.5 | | 2021 | 147.57 | 156.09 | 1,327.9 | 1,852.6 | | 2020 | 116.76 | 127.02 | 1,341.9 | 2,186.8 |

  93. Pay versus Performance Table

    (1) Richard Dreiling became our principal executive officer at the beginning of fiscal year 2023. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022. (2) Gary Philbin was our principal executive officer prior to the beginning of fiscal year 2020 until July 20, 2020. The following table sets forth the adjustments made during each year represented in the table above to arrive at compensation actually paid to our principal executive officer during each of the years in question:

  94. Pay versus Performance Table

    | Adjustments to determine compensation actually paid for principal executive officer | 2023 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | — | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | | Deduction for fair value of awards granted in a prior year that were forfeited during year | — | | Increase for fair value of awards granted during year that remained unvested at year-end | — | | Increase for fair value of awards granted during year that vested during year | — | | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | (12,758,656) | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (3,189,660) | | Increase based upon incremental fair value of awards modified during year | — | | Increase based on dividends or other earnings paid during year prior to vesting | — |

  95. Pay versus Performance Table

    During 2023, our remaining named executive officers consisted of Michael Creedon, Jr., Jeffrey Davis, Lawrence Gatta, Jr., and Richard McNeely. During 2022, our remaining named executive officers consisted of Jeffrey Davis, Kevin Wampler, Richard Dreiling, Lawrence Gatta, Jr., Alasdair James, Thomas O’Boyle, Jr. and Richard McNeely. During 2021, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Alasdair James and Richard McNeely. During 2020, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Richard McNeely and Thomas O’Boyle, Jr. (5) Mr. Dreiling was a NEO for fiscal year 2022 but was not appointed as principal executive officer until the beginning of fiscal year 2023. As a result, Mr. Dreiling’s compensation for 2022 has been included in the amounts for non-principal executive officer NEOs for 2022, including the value of a one-time award of options to Mr. Dreiling to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as an employment inducement in connection with his appointment as Executive Chairman in March 2022. (6) The following table sets forth the adjustments made during each year represented in the table above to arrive at average compensation actually paid to our remaining named executive officers during each of the years in question:

  96. Pay versus Performance Table

    | Adjustments to determine compensation actually paid for remaining named executive officers | 2023 | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (1,849,821) | | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (462,477) | | | Deduction for fair value of awards granted in a prior year that were forfeited during year | — | | | Increase for fair value of awards granted during year that remained unvested at year-end | 1,444,647 | — | | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | (95,344) | | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (152,570) | | | Increase based upon incremental fair value of awards modified during year | — | | | Increase based on dividends or other earnings paid during year prior to vesting | — | |

  97. Pay versus Performance Table

    (7) These columns represent cumulative shareholder return on our common stock and on the Company’s benchmarking peer group for 2023, assuming a fixed investment of $100 on January 31, 2020, in our common stock. The stock price performance shown in the table is not necessarily indicative of future price performance. The Company’s benchmarking peer group in 2023 included the following sixteen companies (the “2023 Peer Group”): Albertsons Companies, Inc., Autozone, Inc., BJ’s Wholesale Club Holdings, Inc., Burlington Stores, Inc., Dollar General Corporation, Lowe’s Companies, Inc., Macy’s, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Target Corporation, The Gap, Inc., The Kroger Co., The TJX Companies, Inc., Tractor Supply Company and Walgreens Boots Alliance. The Company’s benchmarking peer group in 2021 and 2022 included the following eighteen companies (the “2021/2022 Peer Group”): Bed Bath & Beyond, Inc., Best Buy Co., Inc., BJ’s Wholesale Club Holdings, Inc., Dollar General Corporation, Gap, Inc., Genuine Parts Company, Home Depot, Inc., Kohls Corporation, Lowe’s Companies, Inc., Macy’s Inc., McDonalds Corporation, Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Starbucks Corporation, Target Corporation, TJX Companies, Inc. and Tractor Supply Company. The Company established the 2023 Peer Group in September 2022 following a review and evaluation, with the assistance of Meridian, of the peer group used for executive compensation, as discussed in “Compensation Discussion and Analysis—Compensation Governance—Use of Peer Group on page 48. Had the Company maintained the 2021/2022 Peer Group in fiscal year 2023 then the cumulative total shareholder return for the 2021/ 2022 Peer Group, assuming a fixed investment of $100 on January 31, 2020, would have been $120.83, $150.43 , $148.04 and $156.81 in 2020, 2021, 2022 and 2023, respectively. Adjusted Operating Income for purposes of our executive compensation program is a non-GAAP measure that adjusts GAAP operating income to exclude the impact of various items to the extent that the amounts related to those items differ from the budget approved by the Board of Directors for the applicable year. The definition of adjusted operating income used by the Committee is provided on page 40.