DEF 14A of Dollar Tree, Inc., May 6, 2025

DEF 14A of Dollar Tree, Inc.

Filed May 6, 2025 · FY20240001104659-25-044819

Open on EDGAR

  1. Our Board

    Our Board The Board is committed to ensuring it has 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 and perspectives.

  2. Our Board

    | Director Name | Current or Former Principal Occupation | Director Since | Independent | Public Boards (including Dollar Tree) | | Michael C. Creedon, Jr. | Chief Executive Officer of Dollar Tree, Inc. | 2025 | No | 1 | | William W. Douglas III | Former Executive Vice President, Supply Chain of Coca-Cola Enterprises, Inc. | 2025 | Yes | 4 | | Cheryl W. Grisé | Former Executive Vice President of Northeast Utilities and Chief Executive Officer of its principal operating companies. | 2022 | Yes | 3 | | 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 | 3 | | Timothy A. Johnson | Chief Financial Officer and Chief Administrative Officer of Victoria’s Secret & Co. | 2025 | Yes | 1 | | Edward J. Kelly, III | Retired Chairman of the Institutional Clients Group of Citigroup, Inc. | 2022 | Yes | 3 | | Jeffrey G. Naylor | Former Chief Financial Officer of the TJX Companies | 2018 | Yes | 3 | | 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 | 4 |

  3. Strong Independent Board Leadership

    Strong Independent Board Leadership Our Board is led by our Chairman and our Vice Chairman. In November 2024, Edward J. Kelly, III, an independent director, was elected as our Chairman following Richard Dreiling’s departure from the Company. For more details, see “Board Leadership Structure” on page 16. The independence of our Board is 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. The figures in the table below apply to our continuing operations since we have entered into an agreement to sell the Family Dollar business.

  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 8,500 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 brand 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 8,500 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 100,000 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

    | | Creedon | Douglas | Grise´ | Heinrich | Hilal | Johnson | Kelly | Naylor | 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) | <1 | <1 | 3 | 3 | 3 | <1 | 3 | 7 | <2 | 3 | 7 | | Other Public Board Experience | | • | • | • | • | • | • | • | • | • | • | | Demographic Background | | | | | | | | | | | | | Age | 49 | 64 | 72 | 69 | 58 | 58 | 72 | 66 | 70 | 74 | 58 |

  8. Biographies of Director Nominees

    Biographies of Director Nominees

  9. Biographies of Director Nominees

    | MICHAEL C. CREEDON, JR. Chief Executive Officer of Dollar Tree, Inc. | Age 49 | Director since 2025 Board Committees: ▪ None | Other Public Company Board Experience ▪ None | | | Key Skills, Experience and Expertise: Mr. Creedon brings to our Board substantial executive leadership and retail operational experience. As the former Chief Operating Officer of the Company, he has significant experience in executing the Company’s growth strategy as a leader in value retailing. | | | Biography Mr. Creedon has served as the Chief Executive Officer of Dollar Tree, Inc. since December 18, 2024. He also served as interim Chief Executive Officer of the Company from November 2024 to December 2024 and as Chief Operating Officer of the Company from October 2022 to November 2024. Prior to joining the Company, Mr. Creedon held several executive leadership roles with Advance Auto Parts, Inc., including Executive Vice President of U.S. Stores from March 2021 to October 2022, President, U.S. Stores from March 2020 to March 2021, and President, North Division from February 2017 to March 2020. Before joining Advance Auto Parts, Inc., Mr. Creedon held leadership roles at Tyco International from September 2010 to November 2013 and ADT Security from October 2004 to September 2010. | | |

  10. Biographies of Director Nominees

    | WILLIAM W. DOUGLAS III Former Executive Vice President and Chief Financial Officer of Coca-Cola Enterprises, Inc. | Age 64 | Director since 2025 Independent Board Committees: ▪ None | Other Public Company Board Experience ▪ SiteOne Landscape Supply (since 2016) ▪ Coca-Cola HBC (since 2016) ▪ Monster Beverages Corporation (since 2025) | | | Key Skills, Experience and Expertise: Mr. Douglas brings to our Board substantial domestic and international retail experience. He has held leadership roles in IT, finance, and supply chain. He is an esteemed financial leader who provides a strong understanding of today’s competitive retail landscape. | | | Biography Mr. Douglas is the former Chief Financial Officer of Coca-Cola Enterprises, Inc. He held that position and other senior leadership positions at Coca-Cola Enterprises, Inc. and Coca-Cola HBC from 1985 to 2016. He currently serves on the Board of Directors of SiteOne Landscape Supply, Coca-Cola HBC, and Monster Beverages Corporation. | | |

  11. Biographies of Director Nominees

    | CHERYL W. GRISÉ Former Executive Vice President of Northeast Utilities and CEO of its principal operating companies | Age 72 | Director since 2022 Independent Board Committees: ▪ Compensation, Chair ▪ Nominating & Governance | Other Public Company Board Experience ▪ ICF International, Inc. (2012 to 2024) ▪ 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 Pulte Group, Inc. and Metlife, Inc. | | |

  12. Biographies of Director Nominees

    | DANIEL J. HEINRICH Former Chief Financial Officer of The Clorox Company | Age 69 | 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. | | |

  13. Biographies of Director Nominees

    | PAUL C. HILAL Founder and Chief Executive Officer of Mantle Ridge LP | Age 58 | Director since 2022 Independent Vice Chair of the Board Board Committees: ▪ Compensation ▪ Finance ▪ Nominating & Governance | Other Public Company Board Experience ▪ CSX Corporation (since 2017) ▪ Air Products and Chemicals, Inc. (since 2025) ▪ 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 allows 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 and Acting Chief Executive Officer of WorldTalk Communications Corporation from 1999 to 2000. Mr. Hilal currently serves on the Board of Directors of CSX Corporation and Air Products and Chemicals, Inc. | | |

  14. Biographies of Director Nominees

    | TIMOTHY A. JOHNSON Former Chief Financial and Administrative Officer of Victoria’s Secret & Company | Age 58 | Director since 2025 Independent Board Committees: ▪ None | Other Public Company Board Experience ▪ The Aaron’s Co. (2021 to 2024) ▪ Brinker International, Inc. (since 2025) | | | Key Skills, Experience and Expertise: Mr. Johnson has more than 30 years of retail leadership experience. He is an esteemed financial leader who provides a strong understanding of today’s competitive retail landscape. | | | Biography Mr. Johnson is the former Chief Financial and Administrative Officer of Victoria’s Secret & Company, a position he held from 2021 to 2025. He previously served as Chief Financial and Administrative Officer of Big Lots Incorporated from 2015 to 2019 and Chief Financial Officer from 2012 to 2015, and he held various other executive roles from 2000 to 2012. Earlier in his career, he held senior level roles at The Limited, Inc. and began his career in public accounting as a Certified Public Accountant for Coopers & Lybrand. Mr. Johnson is the Managing Director of his own consulting firm, Fairway Consulting LLC. He currently serves on the Board of Directors of Brinker International, Inc. | | |

  15. Biographies of Director Nominees

    | EDWARD J. KELLY, III Retired Chairman of the Institutional Clients Group of Citigroup, Inc. | Age 72 | Director since 2022 Independent Chairman of the Board Board Committees: ▪ Audit ▪ Nominating & Governance, Chair | Other Public Company Board Experience ▪ Citizens Financial Group, Inc. (since 2019) ▪ Metlife, Inc. (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. | | |

  16. Biographies of Director Nominees

    | JEFFREY G. NAYLOR Former Chief Financial Officer of The TJX Companies | Age 66 | 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, and 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. | | |

  17. Biographies of Director Nominees

    | DIANE E. RANDOLPH Former Chief Information Officer of Ulta Beauty | Age 70 | 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 74 | Director since 2022 Independent Board Committees: ▪ Audit ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Equitable Holdings, Inc. (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 58 | 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) ▪ Edgewell Personal Care Company (since 2024) ▪ 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, and 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., Newell Brands, Inc., and Edgewell Personal Care Company. | | |

  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 2024. 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 Chairman, Chairs of the standing Committees, and the Lead Independent Director (if any), 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 | | Chairman(1) | •Annual cash retainer $100,000 •Annual equity award $100,000 •Total annual retainer $200,000 | | Lead Independent Director(2) | $50,000 | | Audit Committee Chair | $40,000 | | Compensation Committee Chair | $35,000 | | Nominating and Governance Committee Chair | $35,000 | | Finance Committee Chair | $30,000 | | Sustainability and Corporate Social Responsibility Committee Chair | $30,000 | | Committee Members | No committee member fees | | Meeting Fees | No meeting fees |

  22. DIRECTOR COMPENSATION

    (1) Prior to November 2024, Mr. Dreiling served as Executive Chairman and Chief Executive Officer and was compensated for his service as an executive officer of the Company. In connection with Mr. Kelly’s appointment as Chairman of the Board of Directors in November 2024, the Board of Directors determined the additional compensation for the independent Chairman consisting of an annual cash retainer of $100,000 and an annual equity award of $100,000. (2) Following Mr. Kelly’s appointment as Chairman, the Company does not have a Lead Independent Director. The Board may also authorize additional fees for ad hoc committees, if any, from time to time. No such fees were paid to our directors in fiscal 2024. 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 2024. 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 47).

  23. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Cheryl W. Grisé | 185,000 | 150,000 | — | 335,000 | | Daniel J. Heinrich | 180,000 | 150,000 | — | 330,000 | | Paul C. Hilal(3) | — | — | — | — | | Edward J. Kelly, III | 255,516 | 215,800 | — | 471,316 | | Mary A. Laschinger | 150,000 | 150,000 | — | 300,000 | | Jeffrey G. Naylor | 190,000 | 150,000 | — | 340,000 | | Winnie Y. Park(4) | 112,500 | 150,000 | — | 262,500 | | Diane E. Randolph | 150,000 | 150,000 | — | 300,000 | | Bertram L. Scott | 150,000 | 150,000 | — | 300,000 | | Stephanie P. Stahl | 180,000 | 150,000 | — | 330,000 |

  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. This column includes the grant date fair value of shares granted (i) on July 1, 2024 to all non-employee directors who were serving on July 1, 2024 in the aggregate amount of $150,000 pursuant to the annual director equity awards, and (ii) on December 31, 2024 to Mr. Kelly in connection with his appointment as Chairman, in the aggregate amount $65,800 as a pro rata grant of the annual equity award for service as Chairman beginning on November 3, 2024. 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 ($107.25 on July 1, 2024 and $74.94 on December 31, 2024). Mr. Hilal has waived all fees and stock awards for service as a director. (4) Ms. Park resigned as a director of the Company, effective December 2, 2024. The following table shows, for each of our non-employee directors, amounts deferred in fiscal year 2024, the number of shares underlying those deferrals and the aggregate number, as of February 1, 2025, 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 2024 ($)(1) | Shares Underlying Amounts Deferred in 2024 (#) | Total Deferred Shares (#) | Options Outstanding, including Options Acquired through Deferral of Fees (#) | Total Shares Underlying Options and Deferred Amounts (#) | | Cheryl W. Grisé | 335,000 | 3,443 | 8,381 | — | 8,381 | | Daniel J. Heinrich | — | — | 3,327 | — | 3,327 | | Paul C. Hilal | — | — | — | — | — | | Edward J. Kelly, III | 365,800 | 3,934 | 8,575 | — | 8,575 | | Mary A. Laschinger | 150,000 | 1,398 | 3,657 | — | 3,657 | | Jeffrey G. Naylor | 150,000 | 1,398 | 6,874 | 2,803 | 9,677 | | Winnie Y. Park | 262,500 | 2,556 | — | — | — | | Diane E. Randolph | 150,000 | 1,398 | 2,637 | — | 2,637 | | Bertram L. Scott | 150,000 | 1,398 | 3,657 | — | 3,657 | | Stephanie P. Stahl | 330,000 | 3,388 | 11,826 | — | 11,826 |

  26. DIRECTOR COMPENSATION

    (1) This column shows the dollar amount of retainers and fees deferred in fiscal 2024 under 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. Compensation Program for 2024

    | Framework of our 2024 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 maintained the adjusted operating income metric (weighted 60%) and adjusted total revenue metric (weighted 40%) to support the Company’s strategic focus on profitable growth. • Through a rigorous process the Committee set targets, thresholds and maximums and payout curves for each performance metric that are designed to be motivating and challenging. • The adjusted operating income metric has a threshold payout for performance at 85% of the target and a maximum payout for performance at 112.5% of target. • The adjusted total revenue metric has a threshold payout for performance at 95% of target and a maximum payout for performance at 105% of target. • In addition, there is an adjusted operating income hurdle of $1,500 million (71% of target) which must be achieved for any payout to be earned under the plan. | | ▶ | Long-Term Incentive Program Design | The Compensation Committee maintained the mix of equity incentive awards consisting 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 component and are 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 approved the following performance metrics for PSUs, 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%) |

  28. Shareholder Outreach

    Shareholder Outreach Each year we ask our shareholders to participate in an advisory vote on our executive compensation programs (the “Say on Pay Vote”) and our Compensation Committee carefully considers the level of voting support and the feedback received from shareholders. At the 2024 annual meeting, approximately 95% of votes cast were in support of our Say on Pay Vote. Shareholder outreach and engagement have been an important part of the development of our compensation program and the improvements that have been implemented over the years. Following substantial discussions and input from shareholders in 2022, the Compensation Committee identified additional opportunities for improvement of its annual and long-term incentive program that were implemented beginning with the 2023 executive compensation program. Shareholder feedback on our executive compensation program since that time has generally been supportive, with shareholders expressing support for the Company’s annual incentive design and metrics, long term incentive award mix, metrics and three-year performance periods.

  29. 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 2024 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 2024 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.

  30. NEO Pay Mix under the 2024 Executive Compensation Program

    NEO Pay Mix under the 2024 Executive Compensation Program Mr. Creedon’s 2024 compensation is structured with the same components as our other NEOs. For all our NEOs, compensation 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.

  31. Alignment of Pay and Performance

    Alignment of Pay and Performance Our 2024 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. 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.

  32. 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 2024 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.

  33. Executive Compensation Program Overview

    | 2024 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 2024 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 2024 were based on three-year cumulative goals for adjusted earnings per share (weighted 60%), adjusted 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 |

  34. 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.

  35. 2024 Bonus Opportunities

    2024 Bonus Opportunities Executive bonus opportunities are set as a percentage of salary. In 2024, 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 2024 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. 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 35. Annual incentive awards in 2024 were determined as follows:

  36. 2024 Corporate Performance Metrics

    2024 Corporate Performance Metrics The Compensation Committee set the adjusted operating income target for 2024 at $2,105.2 million and the adjusted total revenue target for 2024 at $31,649.8 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 adjusted total revenue target, provided however that no payout will be paid for either metric if the adjusted operating income is below $1,500 million (71% of the target).

  37. 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.

  38. 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% |

  39. 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% |

  40. 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 2024 target performance under the MICP excludes from Operating Income and Total Revenue (as calculated in accordance with GAAP) the impact of 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) significant board-approved strategic changes, (vi) 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; (vii) lease costs, expenses, asset write-offs, incentive compensation, and severance related to closed stores or distribution centers; and (viii) 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 which expect management to manage the business to the best outcomes, but which avoid rewarding or penalizing management for unexpected events; align incentives with long-term business strategy and best interests of stakeholders; provide flexibility to deal with unexpected events so that rigorous performance goals can be set; consider holistic performance in cash bonus incentive payouts; and avoid penalizing management for making tough decisions in the best interests of the business, but which would negatively impact incentive outcomes. In determining performance achievement for 2024, the Compensation Committee considered the foregoing principles and determined that certain adjustments to operating income were appropriate, including approximately $1.98 billion of adjustments associated with our strategic review of Family Dollar and the related held-for-sale accounting treatment. The Compensation Committee determined that these adjustments were appropriate in light of the significance of the Family Dollar strategic review, which the Board believes will position the Company to realize its full potential to create long-term value in the best interest of shareholders, but which significantly impacted our financial results for 2024. During its March 2025 meeting, the Compensation Committee determined the following Company performance for fiscal 2024:

  41. Corporate Performance Goals for NEOs

    | Metric | 2024 Target(1) ($) | 2024 Achievement(1) ($) | % of Target Achieved | % of Payout per Metric | Weighting (%) | Total Weighted Payout (%) | | Adjusted Operating Income(2) | $2,105.2 | $1,807.9 | 85.9% | 52.9% | 60% | 31.74% | | Adjusted Total Revenue(3) | $31,649.8 | $30,845.6 | 97.5% | 74.6% | 40% | 29.84% | | Total | | | | | 100% | 61.6% |

  42. 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 2024, in consideration of the principles above, with adjustments totaling $2.17 billion for certain costs and expenses including those related to our strategic review of Family Dollar and the related held-for-sale accounting treatment, executive transitions, our store portfolio optimization review, changes in accounting practices related to general liability claims, natural disasters, legal disputes and government proceedings, anti-dumping duties and Canadian currency fluctuations. 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. (3) 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 2024. Based upon the determinations described above, the Compensation Committee authorized 2024 cash performance bonuses under the MICP for the named executive officers as follows:

  43. Corporate Performance Goals for NEOs

    | Executive | Bonus Target as % of Base Salary | Amount of Target Bonus | Total Payout % | Corporate Performance Bonus Earned | | Michael Creedon, Jr.(1) | 100% | $987,500 | 61.6% | $608,300 | | Richard Dreiling(2) | 175% | 2,450,000 | — | — | | Jeffrey Davis | 100% | 850,000 | 61.6% | 523,600 | | Lawrence Gatta, Jr.(2) | 100% | 760,000 | — | — | | Michael Kindy | 75% | 521,250 | 61.6% | 321,090 | | Richard McNeely | 100% | 974,000 | 61.6% | 599,984 |

  44. Corporate Performance Goals for NEOs

    (1) Mr. Creedon’s target bonus amount reflects a prorated amount for his service as Chief Operating Officer, interim Chief Executive Officer, and Chief Executive Officer during fiscal 2024. Messrs. Dreiling and Gatta were not eligible to receive a cash performance bonus under the MICP due to their departures during or at the end of fiscal 2024.

  45. Long-Term Incentives

    Long-Term Incentives The largest component of our executive compensation program consists of long-term equity incentive awards. For 2024, the Compensation Committee awarded a mix of equity incentive awards granted pursuant to our 2021 Omnibus Incentive Plan, consisting of 50% PSUs with three-year cumulative performance metrics (referred to herein as “2024 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 did 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 grant, which was intended by the Company to be a multi-year award, Mr. Dreiling was not eligible to receive additional long-term equity incentive awards for his service as Executive Chairman or Chief Executive Officer.

  46. 2024 Three-Year PSUs

    2024 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 2024 Three-Year PSUs were set based on our understanding of general market conditions, our long-range plans, investor expectations and our assessment of appropriate targets for management. ▶ Target Opportunities. In 2024, 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 2024-2026. The Compensation Committee established the target value of the 2024 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 2026 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 2024 and he did not receive a 2024 Three-Year PSU award in fiscal 2024. ▶ 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 2024 Three-Year PSU payout is subject to: (i) a kicker which increases the payout factor if the Company achieves a pre-determined, very challenging adjusted earnings per share goal in fiscal 2026; and (ii) a modifier based on the Company’s total shareholder return compared to the total shareholder return of the Company’s peer group.

  47. 2024 Long Term Incentive Awards

    2024 Long Term Incentive Awards 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 PSUs was determined by dividing 50% 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 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 2024 and he did not receive RSU and stock option awards in fiscal 2024.

  48. 2022 Three-Year PSUs

    2022 Three-Year PSUs In 2022, 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 “2022 Three-Year PSU Awards”). The 2022 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 2022 granted 2022 Three-Year PSU Awards to the named executive officers that participated in the long-term incentive program at that time. In March 2025, our Compensation Committee certified the three-year performance achievement of the 2022 Three-Year PSU Awards. ▶ Target Opportunities. In 2022, the Compensation Committee made grants of PSUs based upon a three-year cumulative enterprise adjusted total sales goal for fiscal years 2022-2024. The target number of PSUs to be awarded under the 2022 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. Of the named executive officers, only Messrs. Gatta and McNeely received the 2022 Three-Year PSU Awards. ▶ Performance Metric. The Compensation Committee used three-year cumulative adjusted Total Sales as the performance metric. For purposes of the 2022 Three-Year PSU Awards, the target definition of adjusted Total Sales allowed for the exclusion of the effects relating to or resulting from: (i) Canadian currency fluctuations; (ii) changes in accounting policies, practices and pronouncements; and (iii) 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.

  49. 2022 Three-Year PSUs

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

  50. 2022 Three-Year PSUs

    ▶ Performance Achieved. The Compensation Committee set the three-year cumulative adjusted total sales target of $86,378 million. In March 2025, the Compensation Committee determined the Company’s actual performance and the corresponding performance achievement percentage and earning percentage relative to the 2022-2024 performance goal as described in the table below.

  51. 2022 Three-Year PSUs

    | Performance Metric | Threshold | Target | Maximum | Actual Results | | | ($ in millions) | | | | | Three-Year adjusted Total Sales (2022-2024) | $83,787 | $86,378 | $89,833 | $89,718 | | % of Target | 97% | 100% | 104% | 103.9% |

  52. 2022 Three-Year PSUs

    The overall three-year performance achievement percentage of 103.9% resulted in an earned percentage of 196.7%. Based on this outcome, Mr. McNeely earned 5,550 PSUs in respect of their 2022 Three-Year PSU Awards.

  53. Special Incentives in Connection with Strategic Initiatives

    Special Incentives in Connection with Strategic Initiatives Throughout 2023 and 2024, we continued to execute on several strategic initiatives across the Dollar Tree and Family Dollar banners to drive productive sales growth, improve operating efficiency, invest in technology, and expand our culture of service to our associates. We undertook a comprehensive store portfolio optimization review and identified approximately 970 underperforming Family Dollar stores for closure. In addition, in June 2024, we announced that we had initiated a formal review of strategic alternatives for the Family Dollar business segment, which could include among others, a potential sale, spin-off or other disposition of the business. In connection with these strategic initiatives, the Compensation Committee considered the importance of these strategic initiatives to Dollar Tree, the very high level of effort required of our executives to achieve these initiatives and the potential disruption and uncertainty associated with a significant strategic review. Accordingly, we entered into compensatory arrangements with certain of our executive officers to further incentivize performance of these initiatives and alignment with the best interest of shareholders. In May 2024, we entered into a letter agreement with Mr. McNeely providing that, if Mr. McNeely remains employed with the Company through the date that the incentive awards are made in 2026, he will receive a 2026 incentive award at the same time, in the same form, and subject to the same performance conditions as the awards expected to be made to other executive vice presidents of the Company in 2026, provided that Mr. McNeely’s 2026 incentive awards shall not be subject to early forfeiture if he retires from the Company prior to any vesting period assigned to such 2026 incentive awards. Because such 2026 incentive awards have not been granted, the value and specific terms and conditions of such awards, and the value of the continued vesting provision provided by the letter agreement, cannot be determined at this time. In July 2024, we made a special performance award to each of Mr. Gatta and Mr. Kindy of PSUs that will vest at a target value of 14,060 shares (based on a value of $1.5 million on the date of grant) on the third anniversary of grant, contingent on continued service through that date, with earlier vesting at target in the event of death, disability or retirement of the Executive as defined in the award. The PSUs may vest prior to the third anniversary of grant, at target or up to 166.67% of target, based on a determination by the Company’s Board of Directors of achievement of certain performance objectives relating to the Company’s review of strategic alternatives with respect to the Family Dollar business segment. The performance objectives are competitively sensitive and so are not disclosed. In connection with Mr. Creedon’s appointment as interim CEO in November 2024, we awarded a cash bonus of $500,000 to Mr. Creedon, to be paid upon achievement of certain performance objectives related to our review of strategic alternatives for Family Dollar. Based on his advancement of the ongoing review of strategic alternatives, we determined that these achievements had been met and approved the payout of this cash bonus in fiscal 2025. If Mr. Creedon is terminated for cause or voluntarily terminates his employment within three years, however, he will be required to repay the full amount of any such bonus. In connection with Mr. Glendinning’s appointment as CFO in fiscal 2025, he also received certain incentives in consideration of his leadership in connection with the ongoing review of strategic alternatives for Family Dollar. He received an additional one-time equity award with an aggregate value of $975,000 consisting of 50% RSUs and 50% PSUs in April 2025. He also received a cash bonus of $250,000 upon execution of a definitive transaction agreement.

  54. 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. Beginning January 1, 2019, the Board 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.

  55. 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 with certain of our executive officers that provide for a release and restrictive covenants to protect the Company, including a covenant not to compete. We have entered into new Executive Agreements with each of Messrs. Creedon, Davis, Gatta and Kindy. In consideration for the restrictive covenants set forth in the form Executive Agreements, the Company has agreed to provide a lump sum severance payment of 24 months of base salary plus a prorated portion of one year of the executive’s target bonus and a COBRA continuation benefit for a period of up to 18 months, in the event the executive’s employment is terminated without “cause” (as such term is defined in the Executive Agreement) or on account of the executive’s 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 55. D.

  56. 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 2024 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.

  57. 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 peer group should be comprised of 16 companies, including five new peers and 11 existing peers. In fall 2023, the Compensation Committee, with the assistance of Meridian, reviewed and evaluated the peer group and made no changes to the peer group for fiscal 2024.

  58. 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 |

  59. 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.

  60. 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 this predetermined, consistent application of our granting practices from year to year, regardless of other events, is also appropriate. Our grant policy provides that, to the extent practicable, the Compensation Committee will not authorize or make grants when in possession of material non-public information unless we take steps to ensure that such information is released to the public no less than two full trading days before the grant date. 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.

  61. Summary Compensation Table

    Summary Compensation Table In the following table, we summarize the compensation earned during fiscal years 2024, 2023 and 2022 by our Chief Executive Officers, our Chief Financial Officer and 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 1, 2025. We refer to these six 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 1, 2025, February 3, 2024, and January 28, 2023)

  62. 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 ($) | | Michael Creedon, Jr.(5) Chief Executive Officer | 2024 | 1,005,769 | — | 4,799,766 | 1,199,964 | 608,300 | 22,105 | 7,635,904 | | | 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 | | Richard Dreiling Former Chairman and Chief Executive Officer | 2024 | 1,094,230 | — | — | — | — | 174,645 | 1,268,876 | | | 2023 | 1,350,000 | — | — | — | 1,943,393 | 67,373 | 3,360,766 | | | 2022 | 865,385 | — | — | 135,583,212 | — | 21,182 | 136,469,779 | | Jeffrey Davis Former Chief Financial Officer | 2024 | 845,192 | — | 1,999,915 | 499,978 | 523,600 | 25,464 | 3,894,149 | | | 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 | | Lawrence Gatta, Jr. Chief Merchandising Officer—Family Dollar | 2024 | 754,231 | — | 3,259,820 | 439,959 | — | 2,363,455 | 6,817,465 | | | 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 | | Michael Kindy Former Chief Supply Chain Officer | 2024 | 691,154 | — | 2,619,820 | 279,969 | 321,090 | 57,428 | 3,969,461 | | Richard McNeely(6) Chief Merchandising Officer—Dollar Tree | 2024 | 974,000 | — | 1,759,899 | 439,959 | 599,984 | 56,467 | 3,830,309 | | | 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 |

  63. Summary Compensation Table

    Footnotes to the Summary Compensation Table: The “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column is 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 Non-Qualified 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 2022 based on achievement of a one-year performance goal (“One-Year PSUs”), (ii) PSU awards made in 2022, 2023 and 2024 based on achievement of three-year cumulative performance goals (“Three-Year PSUs”), and (iii) out-of-cycle grants made in connection with a promotion, hiring or in connection with our recent strategic initiatives. 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 2024 Three-Year PSU awards before application of the modifier and 2024 special performance awards would be as follows for Messrs. Creedon, Davis, Gatta, Kindy and McNeely, respectively: $5,999,708, $2,499,929, $4,699,672, $3,899,705 and $2,199,839. 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 1, 2025. See the Grants of Plan-Based Awards Table for information on awards made in 2024. 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, 2023 or 2024. 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; (iii) the amount of severance paid or accrued with respect to named executive officers who departed during fiscal year 2024; and (iv) 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: (i) 401(k) matching contributions for Mr. Gatta, Mr. McNeely and Mr. Kindy in the amounts of $17,999, $14,513 and $17,853, respectively, (ii) life insurance premiums paid for Mr. McNeely in the amount of $14,478, and (iii) severance for Mr. Dreiling and Mr. Gatta in the amounts of $107,692 and $2,301,265, respectively. Perquisites include car allowances related to travel, cell phone use, 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 for the health care services provided to Mr. Dreiling in the amount of $25,769, which consists of $20,000 paid to the third-party health care service provider and a $5,769 payment to Mr. Dreiling to cover his taxes. 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.

  64. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  65. Grants of Plan-Based Awards Table

    | Name | Grant Date | Compensation Committee Action Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plans(2) | | | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(9) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Richard Dreiling | — | — | 1,225,000 | 2,450,000 | 4,900,000 | — | — | — | — | — | — | — | | Jeffrey Davis | — | — | 425,000 | 850,000 | 1,700,000 | — | — | — | — | — | — | — | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | — | 8,447(3) | 135.91 | 499,978 | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | 5,518(5) | — | — | 749,951 | | | 04/01/2024 | 03/19/2024 | — | — | — | 4,598(7) | 9,197(7) | 18,394(7) | — | — | — | 1,249,964 | | Michael Creedon, Jr. | — | — | 493,750 | 987,500 | 1,975,000 | — | — | — | — | — | — | — | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | — | 12,671(3) | 135.91 | 749,996 | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | 8,277(5) | — | — | 1,124,927 | | | 04/01/2024 | 03/19/2024 | — | — | — | 6,897(7) | 13,795(7) | 27,590(7) | — | — | — | 1,874,878 | | | 01/03/2025 | 11/03/2024 | — | — | — | — | — | — | — | 13,706(4) | 73.36 | 449,968 | | | 01/03/2025 | 11/03/2024 | — | — | — | — | — | — | 9,201(6) | — | — | 674,985 | | | 01/03/2025 | 11/03/2024 | — | — | — | 7,667(7) | 15,335(7) | 30,670(7) | — | — | — | 1,124,976 | | Lawrence Gatta, Jr. | — | — | 380,000 | 760,000 | 1,520,000 | — | — | — | — | — | — | — | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | — | 7,433(3) | 135.91 | 439,959 | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | 4,856(5) | — | — | 659,979 | | | 04/01/2024 | 03/19/2024 | — | — | — | 4,046(7) | 8,093(7) | 16,186(7) | — | — | — | 1,099,920 | | | 07/05/2024 | 06/19/2024 | — | — | — | — | 14,060(8) | 23,433(8) | — | — | — | 1,499,921 | | Richard McNeely | — | — | 487,000 | 974,000 | 1,948,000 | — | — | — | — | — | — | — | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | — | 7,433(3) | 135.91 | 439,959 | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | 4,856(5) | — | — | 659,979 | | | 04/01/2024 | 03/19/2024 | — | — | — | 4,046(7) | 8,093(7) | 16,186(7) | — | — | — | 1,099,920 | | Michael Kindy | — | — | 260,625 | 521,250 | 1,042,500 | — | — | — | — | — | — | — | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | — | 4,730(3) | 135.91 | 279,969 | | | 04/01/2024 | 03/19/2024 | — | — | — | — | — | — | 3,090(5) | — | — | 419,962 | | | 04/01/2024 | 03/19/2024 | — | — | — | 2,575(7) | 5,150(7) | 10,300(7) | — | — | — | 699,937 | | | 07/05/2024 | 06/19/2024 | — | — | — | — | 14,060(8) | 23,433(8) | — | — | — | 1,499,921 |

  66. Grants of Plan-Based Awards Table

    Footnotes to the Grants of Plan-Based Awards Table: The date of grant for the relevant award is established by the Compensation Committee during a regularly scheduled meeting or by written consent. 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 2024, bonuses were targeted at 175% of salary for the Former Chairman and Chief Executive Officer, 100% of salary for the Current Chief Executive Officer, 100% of salary for the Chief Financial Officer and the Chief Merchandising Officers, and 75% of salary for the Chief Supply Chain Officer, 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. (3) Represents stock options awarded on April 1, 2024 under the 2021 Omnibus Incentive Plan as part of the Company’s 2024 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 ($135.91). (4) Represents stock options awarded on January 3, 2025 under the 2021 Omnibus Incentive Plan in connection with Mr. Creedon’s appointment as interim CEO. The stock options will vest in three approximately equal installments over three years provided Mr. Creedon remains 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 ($73.36). (5) Represents RSUs awarded on April 1, 2024 as part of the Company’s 2024 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. (6) Represents RSUs awarded on January 3, 2025 as part of the Company’s 2024 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. (7) Represents awards of 2024 Three-Year PSUs before application of the modifier awarded as part of the Company’s 2024 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 February 4, 2024 through January 30, 2027. The amount of the payment earned will range from 37.5% to 250% and will be paid in 2027 when the achievement level is available and determined by the Committee. (8) Represents a special performance award of PSUs that will vest on the third anniversary of grant, assuming continued service through that date, with earlier vesting at target in the event of death, disability or retirement. The PSUs may also vest prior to the third anniversary of grant, at target or up to 166.67% of target, based on a determination by the Company’s Board of Directors of achievement of certain performance objectives relating to the Company’s review of strategic alternatives with respect to the Family Dollar business segment. 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 April 1, 2024, July 5, 2024 and January 3, 2025 the fair value is calculated using the closing price of our stock on the grant date which was $135.91, $106.68 and $73.36, respectively. The fair value of the PSU awards assumes performance at the target level. 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 1, 2025.

  67. 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 January 31, 2025, which was $73.35. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the Compensation Discussion and Analysis.

  68. 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 | 1,634,544(1) | — | — | 157.17 | 3/19/2032 | — | — | — | — | | Jeffrey Davis | 3/31/2023 | 2,528 | 5,056(2) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 3,135(3) | 229,952 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 7,836(4) | 574,771 | | | 4/1/2024 | — | 8,447(8) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 5,518(9) | 404,745 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 9,197(10) | 674,600 | | Michael Creedon, Jr. | 11/25/2022 | — | — | — | — | — | 2,643(5) | 193,864 | — | — | | | 3/31/2023 | 2,921 | 5,843(2) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 3,622(3) | 265,674 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 9,056(4) | 664,258 | | | 4/1/2024 | — | 12,671(8) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 8,277(9) | 607,118 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 13,795(10) | 1,011,863 | | | 1/3/2025 | — | 13,706(11) | — | 73.36 | 1/3/2035 | — | — | — | — | | | 1/3/2025 | — | — | — | — | — | 9,201(12) | 674,893 | — | — | | | 1/3/2025 | — | — | — | — | — | — | — | 15,335(13) | 1,124,822 | | Lawrence Gatta, Jr.(18) | 3/31/2023 | 2,472 | —(2) | — | 143.55 | 2/1/2026 | — | — | — | — | | | 7/5/2024 | — | — | — | — | — | — | — | 14,060(14) | 1,031,301 |

  69. 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 McNeely | 4/1/2022 | — | — | — | — | — | 2,606(6) | 191,150 | — | — | | | 4/1/2022 | — | — | — | — | — | — | — | 2,822(7) | 206,994 | | | 3/31/2023 | 2,472 | 4,944(2) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 3,065(3) | 224,818 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 7,662(4) | 562,008 | | | 4/1/2024 | — | 7,433(8) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 4,856(9) | 356,188 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 8,093(10) | 593,622 | | Michael Kindy | 6/30/2023 | 1,525 | 3,050(15) | — | 143.50 | 6/30/2033 | — | — | — | — | | | 6/30/2023 | — | — | — | — | — | 1,951(16) | 143,106 | — | — | | | 6/30/2023 | — | — | — | — | — | — | — | 4,878(17) | 357,801 | | | 4/1/2024 | — | 4,730(8) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 3,090(9) | 226,652 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 5,150(10) | 377,753 | | | 7/5/2024 | — | — | — | — | — | — | — | 14,060(14) | 1,031,301 |

  70. Outstanding Equity Awards at Fiscal Year End Table

    Footnotes to Outstanding Equity Awards Table: (1) 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 upon Mr. Dreiling’s separation, the stock option vested through his separation date plus accelerated the vesting through an additional 365 days after separation. 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 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. (3) 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. 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 37.5% to 250% of stated target and will be paid in 2026, when the achievement level is available and approved by the Committee. 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. (6) In 2022 Mr. McNeely participated in the Company’s long-term incentive program and was awarded One-Year PSUs that vest based on the achievement of the established one-year performance goal for performance in the fiscal year ended January 28, 2023. In March 2023, the Compensation Committee determined the Company’s achievement of the established performance goals for performance in the fiscal year ended January 28, 2023 for the One-Year PSUs awarded in 2022. The One-Year PSUs will vest in three approximately equal installments over three years provided Mr. McNeely remains continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. (7) In 2022 Mr. McNeely participated in the Company’s long-term incentive program and was awarded PSUs that vest based on the achievement of a three-year cumulative performance goal based on total sales for the performance period (January 30, 2022 to February 1, 2025). On April 1, 2025, the Company issued shares of common stock upon settlement of the 2022 Three-Year PSUs, as described in the Compensation Discussion and Analysis. (8) The named executive officers that participated in the Company’s 2024 long term incentive program (Messrs. Davis, Creedon, Gatta, McNeely and Kindy), were awarded stock options on April 1, 2024. 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. (9) The named executive officers that participated in the Company’s 2024 long term incentive program (Messrs. Davis, Creedon, Gatta, McNeely and Kindy), were awarded RSUs on April 1, 2024. 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. (10) On April 1, 2024, the named executive officers that participated in the Company’s 2024 long term incentive program (Messrs. Davis, Creedon, Gatta, McNeely and Kindy), were awarded 2024 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 February 4, 2024 and ending on January 30, 2027, with a relative cumulative total shareholder return modifier during the performance period. The amount of payment, if earned, will range from 37.5% to 250% of stated target and will be paid in 2027, when the achievement level is available and approved by the Committee. (11) Represents stock options awarded on January 3, 2025 under the 2021 Omnibus Incentive Plan in connection with Mr. Creedon’s appointment as interim CEO. The stock options will vest in three approximately equal installments over three years provided Mr. Creedon remains 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 ($73.36). (12) Represents RSUs awarded on January 3, 2025 as part of the Company’s 2024 long-term incentive program. These RSUs 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, disability or retirement. (13) Mr. Creedon was awarded 2024 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 February 4, 2024 and ending on January 30, 2027, with a relative cumulative total shareholder return modifier during the performance period. The amount of payment, if earned, will range from 37.5% to 250% of stated target and will be paid in 2027, when the achievement level is available and approved by the Committee. (14) Represents a special performance award of PSUs that will vest on the third anniversary of grant, assuming continued service through that date, with earlier vesting at target in the event of death, disability or retirement. The PSUs may also vest prior to the third anniversary of grant, at target or up to 166.67% of target, based on a determination by the Company’s Board of Directors of achievement of certain performance objectives relating to the Company’s review of strategic alternatives with respect to the Family Dollar business segment. (15) Mr. Kindy participated in the Company’s 2023 long term incentive program by being awarded stock options on June 30, 2023. The stock options will vest in three approximately equal installments over three years provided Mr. Kindy remains continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. (16) Mr. Kindy participated in the Company’s 2023 long term incentive program by being awarded RSUs on June 30, 2023. The RSUs will vest in three approximately equal installments over three years provided Mr. Kindy remains continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. (17)

  71. Outstanding Equity Awards at Fiscal Year End Table

    On June 30, 2023, Mr. Kindy participated in the Company’s 2023 long term incentive program by being 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 37.5% to 250% of stated target and will be paid in 2026, when the achievement level is available and approved by the Committee. Mr. Gatta separated from the Company on February 1, 2025, and as a result of his departure, all unvested awards (with the exception of the special performance award of PSUs awarded July 5, 2024) were forfeited.

  72. 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 1, 2025. 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.

  73. 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 | — | — | 8,175 | 669,752 | | Michael Creedon, Jr. | — | — | 4,454 | 425,563 | | Lawrence Gatta, Jr. | — | — | 3,895 | 457,418 | | Richard McNeely | — | — | 16,048 | 2,082,094 | | Michael Kindy | — | — | 975 | 104,101 |

  74. 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.

  75. 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. | 273,893 | — | 59,005 | — | 510,138 | | Richard McNeely | — | — | — | — | — | | Michael Kindy | — | — | — | — | — |

  76. 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 (2.5 times in the case of Mr. Creedon) the executive’s base salary and bonus. 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 severance benefit and a COBRA continuation benefit 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 with Messrs. Creedon, Davis, Gatta and Kindy provide a lump sum severance payment of 24 months of base salary plus a prorated portion of one year of the executive’s target bonus. The Executive Agreement with Mr. McNeely provides 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, which agreement was amended on January 25, 2023 to reflect Mr. Dreiling’s additional role as Chief Executive Officer. The termination of Mr. Dreiling’s employment with Dollar Tree, on a without cause basis in November 2024, entitled Mr. Dreiling to receive certain severance payments and benefits under his Executive Agreement, subject to continued compliance with the restrictive covenants in the agreement, including (i) continued base salary for 24 months following termination, (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. 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 “Non-Qualified 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.” ▶

  77. 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): Severance Benefit. Under the Executive Agreements with Messrs. Creedon, Davis, Gatta and Kindy, in the event of termination of executive’s employment because of disability (not retirement or death), the executive receives a lump sum severance payment and a COBRA continuation benefit (if elected by the executive) for the benefit period. Under the Executive Agreements with Mr. McNeely, in the event of termination of his employment because of death or disability (not retirement), he 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 or retirement (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, disability or retirement, unless such options have expired earlier. 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, as though the executive had not had a termination of employment. 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 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.

  78. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 1, 2025 (excluding Change in Control)

    Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 1, 2025 (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 1, 2025 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 61). 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. For Messrs. Dreiling and Gatta, the amounts shown in the table relate only to the payments and benefits they are eligible to receive under Section 6(c) and Section 5, respectively, of the executive’s Executive Agreements.

  79. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 1, 2025 (excluding Change in Control)

    | Name | Death ($) | Disability ($) | Retirement ($)(1) | Involuntary Termination without Cause ($) | | Richard Dreiling | | | | | | Salary continuation(2) | — | — | — | 2,800,000 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs | — | — | — | — | | Options(4) | — | — | — | — | | Total | — | — | — | 2,800,000 | | Jeffrey Davis | | | | | | Severance Benefit(5) | — | 2,571,450 | — | 2,571,450 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs | 1,884,068 | 1,884,068 | 1,884,068 | — | | Options | — | — | — | — | | Total | 1,884,068 | 4,455,518 | 1,884,068 | 2,571,450 | | Michael Creedon | | | | | | Severance Benefit(5) | — | 3,927,546 | n/a | 3,927,546 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs(6) | 4,542,492 | 4,542,492 | n/a | — | | Options | — | — | n/a | — | | Total | 4,542,492 | 8,470,038 | n/a | 3,927,546 | | Lawrence Gatta, Jr. | | | | | | Severance Benefit(5) | — | — | — | 2,301,265 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs(7) | — | — | — | — | | Options | — | — | — | — | | Total | — | — | — | 2,301,265 | | Michael Kindy | | | | | | Severance Benefit(5) | — | 1,933,528 | n/a | 1,933,528 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs(7) | 2,136,612 | 2,136,612 | n/a | — | | Options | — | — | n/a | — | | Total | 2,136,612 | 4,070,140 | n/a | 1,933,528 | | Richard McNeely | | | | | | Salary continuation(5) | 1,963,562 | 1,963,562 | — | 1,963,562 | | Award vested due to event:(3) | | | | | | Service-based & Performance-based RSUs | 2,134,778 | 2,134,778 | 2,134,778 | — | | Options | — | — | — | — | | Life Insurance proceeds(8) | 450,000 | n/a | n/a | n/a | | Total | 4,548,340 | 4,098,340 | 2,134,778 | 1,963,562 |

  80. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of February 1, 2025 (excluding Change in Control)

    Messrs. Creedon and Kindy did not qualify for retirement as of February 1, 2025, the date for the analysis provided in this table. (2) Represents the aggregate amount of Mr. Dreiling’s base salary continuation benefit under his Executive Agreement. (3) Represents the value of unvested service-based RSUs and performance-based RSUs based on the closing price on Friday, January 31, 2025 ($73.35). 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 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 in certain situations. The value of the accelerated options is based on the spread between the closing price of the Company’s common stock on Friday, January 31, 2025, which was $73.35, 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 55. (5) Represents the aggregate amount of severance payments or salary continuation and COBRA continuation benefits under the executive’s Executive Agreement, assuming the executive elected to receive such medical insurance coverage for its maximum duration. (6) In 2022, Mr. Creedon 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). (7) In July 2024, Messrs. Gatta and Kindy received special performance awards of PSUs that will vest at a target value of 14,060 shares on the third anniversary of grant, assuming continued service through that date, with earlier vesting at target in the event of death, disability or retirement of the executive as defined in the award. The PSUs may also vest prior to the third anniversary of grant, at target or up to 166.67% of target, based on a determination by the Company’s Board of Directors of achievement of certain performance objectives relating to the Company’s review of strategic alternatives with respect to the Family Dollar business segment. An involuntary termination without Cause in connection with the outcome of the review of the strategic alternatives for the Family Dollar business segment will not cause a forfeiture of the PSUs for purposes of the performance payout determination, and the Company’s Compensation Committee may, in such circumstance, determine achievement of the performance goal and cause the PSUs to vest for the executive. (8) In the event of death, the named executive officer’s beneficiary will receive payments under our executive life insurance program.

  81. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 1, 2025

    Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 1, 2025 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 1, 2025.

  82. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 1, 2025

    | Name | Severance Payment(1) | Bonus(2) | | | | | | | Earned but Unpaid MICP | Pro-Rata Calculated Bonus | RSUs and Options Vested Due to Event(3) | Total | | Jeffrey Davis | $1,929,728 | $523,600 | — | $1,884,068 | $4,337,396 | | Michael Creedon, Jr. | 4,431,358 | 608,300 | — | 4,542,492 | 9,582,150 | | Michael Kindy | 1,681,607 | 321,090 | — | 2,136,612 | 4,139,309 | | Richard McNeely(4) | 1,963,562 | — | — | 2,134,778 | 4,098,340 |

  83. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of February 1, 2025

    The Retention Agreements with our executives (other than Mr. McNeely) provide for a severance payment in the amount of 1.5x (or 2.5x in the case of Mr. Creedon) 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. 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 January 31, 2025, which was $73.35. The value of accelerated options is based on the spread between the $73.35 closing price of our common stock on January 31, 2025 and the exercise price of the option. Mr. McNeely does not have a Retention Agreement; therefore, in the event of a termination upon a change in control, severance would be paid pursuant to the terms of his Executive Agreement.

  84. 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 2024, 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.

  85. 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 1, 2025, the date we selected to identify our employees for purposes of the pay ratio calculation. We excluded all 5,193 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 February 4, 2024 through February 1, 2025. Out of a total population of 209,517 employees, 140,001 were part-time employees and 5,892 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 2024 was a part-time hourly store associate located in the United States.

  86. Required Pay Ratio

    Required Pay Ratio Because the Company had two Chief Executive Officers hat served during the measurement period, the Company decided to include the total annual compensation of Mr. Creedon, our current Chief Executive Officer, who was serving in that position as of February 1, 2025. For purposes of calculating Mr. Creedon’s total annual compensation, we annualized his salary and bonus and included other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. By using an annualized salary in the amount of $1,300,000 and an annual MICP bonus in the amount of $1,950,000, Mr. Creedon’s total annual compensation for purposes of the pay ratio was $9,246,835, which is higher than the compensation reported in the Summary Compensation Table. The median employee’s total annual compensation for fiscal 2024 was $15,602, resulting in an estimated pay ratio of 592:1. 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.

  87. 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 145,893 part-time, temporary and seasonal workers out of a total population of 209,517 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 1, 2025 (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 1, 2025, we determined that our median employee in fiscal 2024 was a full-time Assistant Store Manager located in the United States with total annual compensation in the amount of $38,082. As a result, the ratio of the total annual compensation of the Chief Executive Officer, in the amount of $9,246,835 for fiscal 2024, which is higher than the compensation reported in the Summary Compensation Table, to the median full-time employee’s total annual compensation for fiscal 2024, was estimated to be 242:1. 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.

  88. 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.

  89. 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 2024, 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 2024. The compensation actually paid to our named executive officers has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  90. Pay versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer(1) (Creedon) | Summary Compensation Table Total for Principal Executive Officer(2) (Dreiling & Witynski) | Summary Compensation Table Total for Principal Executive Officer(3) (Philbin) | Compensation Actually Paid to Principal Executive Officer(1)(4) (Creedon) | Compensation Actually Paid to Principal Executive Officer(2)(4) (Dreiling & Witynski) | Compensation Actually Paid to Principal Executive Officer(3) (Philbin) | | 2024 | $7,635,904 | $1,268,876 | — | $4,392,314 | $(65,941,012) | — | | 2023 | — | 3,360,766 | — | — | (12,587,550) | — | | 2022 | — | 13,975,672 | — | — | 20,670,372 | — | | 2021 | — | 10,249,968 | — | — | 15,287,848 | — | | 2020 | — | 10,767,887 | 9,474,478 | — | 8,033,239 | 10,483,365 |

  91. Pay versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-Principal Executive Officer NEOs(5)(6) | Average Compensation Actually Paid to Non- Principal Executive Officer NEOs(5)(6)(7) | Value of Initial Fixed $100 Investment Based on: | | Company Net Income (Loss) (dollars in millions) | Company Adjusted Operating Income(10) (dollars in millions) | | | | | Company Total Shareholder Return(8) | Peer Group Total Shareholder Return(8)(9) | | | | 2024 | $4,627,846 | $1,861,128 | $84.24 | $178.23 | $(3,030.1) | $1,807.9 | | 2023 | 4,054,064 | 2,938,499 | 159.31 | 157.21 | (998.4) | 1,784.8 | | 2022 | 22,391,696 | 22,135,106 | 172.70 | 154.16 | 1,615.4 | 2,311.5 | | 2021 | 4,467,484 | 6,925,640 | 147.57 | 156.09 | 1,327.9 | 1,852.6 | | 2020 | 4,826,593 | 5,421,605 | 116.76 | 127.02 | 1,341.9 | 2,186.8 |

  92. Pay versus Performance Table

    (1) Michael Creedon was appointed our principal executive officer on November 3, 2024. (2) Richard Dreiling served as principal executive officer from the beginning of fiscal year 2023 through November 3, 2024. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022. (3) 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 to arrive at compensation actually paid to our principal executive officers during 2024:

  93. Pay versus Performance Table

    | Adjustments to determine compensation actually paid for principal executive officer | Creedon | Dreiling | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(4,799,766) | $— | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (1,199,964) | — | | Deduction for fair value of awards granted in a prior year that were forfeited during year | — | (33,244,533) | | Increase for fair value of awards granted during year that remained unvested at year-end | 3,810,195 | — | | 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 | (853,070) | — | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (200,985) | (33,965,355) | | Increase based upon incremental fair value of awards modified during year | — | — | | Increase based on dividends or other earnings paid during year prior to vesting | — | — |

  94. Pay versus Performance Table

    During 2024, our remaining named executive officers consisted of Jeffrey Davis, Lawrence Gatta, Jr., Michael Kindy and Richard McNeely. 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. (6) Mr. Dreiling was an 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. (7) The following table sets forth the adjustments made to arrive at average compensation actually paid to our remaining named executive officers during 2024:

  95. Pay versus Performance Table

    | Adjustments to determine compensation actually paid for remaining named executive officers | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(2,409,864) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (414,966) | | Deduction for fair value of awards granted in a prior year that were forfeited during year | (514,908) | | Increase for fair value of awards granted during year that remained unvested at year-end | 1,141,381 | | 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 | (516,624) | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (51,736) | | Increase based upon incremental fair value of awards modified during year | — | | Increase based on dividends or other earnings paid during year prior to vesting | — |

  96. Pay versus Performance Table

    These columns represent cumulative shareholder return on our common stock and on the Company’s benchmarking peer group for 2024, 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 and 2024 included the following sixteen companies: 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. Rite Aid Corporation was removed from the calculations in this column following its bankruptcy in October 2023. (10) 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 35.