DOLLAR TREE INC
For the period ended Jun 20, 2024. Filed May 7, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2024 · Filed May 7, 2024
Contents
Pay versus Performance Table
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.
Pay versus Performance Table
The following table provides information on the total compensation and compensation actually paid to our principal executive officer and to our other named executive officers, along with the total shareholder return of the Company and our executive compensation peer group, our net income and our adjusted operating income for the fiscal years 2023, 2022, 2021 and 2020. The Company-selected measure for evaluating pay versus performance is adjusted operating income. The Company-selected peer group is the Company’s compensation benchmarking peer group for 2023. The compensation actually paid to our named executive officers has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
| · Year · · · Summary Compensation Table Total for Principal Executive Officer(1) (Dreiling & Witynski) · · · Summary Compensation Table Total for Principal Executive Officer(2) (Philbin) · · · Compensation Actually Paid to Principal Executive Officer(1) (Dreiling & Witynski) · · · Compensation Actually Paid to Principal Executive Officer(2) (Philbin) · · · Average Summary Compensation Table Total for Non-Principal Executive Officer NEOs(3) · · · Average Compensation Actually Paid to Non- Principal Officer NEOs(3)(4)(6) · | ||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2023 | | | | $3,360,766 | | | | | $— | | | | | $(12,587,550) | | | | | $— | | | | | $4,054,064 | | | | | $2,938,499 | | | ||||||
| | 2022 | | | | | 13,975,672 | | | | | | — | | | | | | 20,670,372 | | | | | | — | | | | | | 22,391,696(5) | | | | | | 22,135,106(5) | | |
| | 2021 | | | | | 10,249,968 | | | | | | — | | | | | | 15,287,848 | | | | | | — | | | | | | 4,467,484 | | | | | | 6,925,640 | | |
| | 2020 | | | | | 10,767,887 | | | | | | 9,474,478 | | | | | | 8,033,239 | | | | | | 10,483,365 | | | | | | 4,826,593 | | | | | | 5,421,605 | | |
| · Year · · · Value of Initial Fixed $100 Investment Based on: · · · Company Net Income (dollars in millions) · · · Company Adjusted Operating Income(9) (dollars in millions) · | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Company Total Shareholder Return(7) · · · Peer Group Total Shareholder Return(7)(8) · | ||||||||||||||||||||||||||
| | 2023 | | | | $159.31 | | | | | $156.96 | | | | | $(998.4) | | | | | $1,784.8 | | | ||||
| | 2022 | | | | | 172.70 | | | | | | 154.16 | | | | | | 1,615.4 | | | | | | 2,311.5 | | |
| | 2021 | | | | | 147.57 | | | | | | 156.09 | | | | | | 1,327.9 | | | | | | 1,852.6 | | |
| | 2020 | | | | | 116.76 | | | | | | 127.02 | | | | | | 1,341.9 | | | | | | 2,186.8 | | |
(1)
Richard Dreiling became our principal executive officer at the beginning of fiscal year 2023. Michael Witynski was our principal executive officer from July 20, 2020 through the end of fiscal 2022.
(2)
Gary Philbin was our principal executive officer prior to the beginning of fiscal year 2020 until July 20, 2020.
(3)
The following table sets forth the adjustments made during each year represented in the table above to arrive at compensation actually paid to our principal executive officer during each of the years in question:
| · Adjustments to determine compensation actually paid for principal executive officer · · · 2023 · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | | | | | — | | |
| | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | | | | | — | | |
| | Deduction for fair value of awards granted in a prior year that were forfeited during year | | | | | — | | |
| | Increase for fair value of awards granted during year that remained unvested at year-end | | | | | — | | |
| | Increase for fair value of awards granted during year that vested during year | | | | | — | | |
| | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | | | | | (12,758,656) | | |
| | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | | | | | (3,189,660) | | |
| | Increase based upon incremental fair value of awards modified during year | | | | | — | | |
| | Increase based on dividends or other earnings paid during year prior to vesting | | | | | — | | |
(4)
During 2023, our remaining named executive officers consisted of Michael Creedon, Jr., Jeffrey Davis, Lawrence Gatta, Jr., and Richard McNeely. During 2022, our remaining named executive officers consisted of Jeffrey Davis, Kevin Wampler, Richard Dreiling, Lawrence Gatta, Jr., Alasdair James, Thomas O’Boyle, Jr. and Richard McNeely. During 2021, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Alasdair James and Richard McNeely. During 2020, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Richard McNeely and Thomas O’Boyle, Jr.
(5)
Mr. Dreiling was a NEO for fiscal year 2022 but was not appointed as principal executive officer until the beginning of fiscal year 2023. As a result, Mr. Dreiling’s compensation for 2022 has been included in the amounts for non-principal executive officer NEOs for 2022, including the value of a one-time award of options to Mr. Dreiling to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as an employment inducement in connection with his appointment as Executive Chairman in March 2022.
(6)
The following table sets forth the adjustments made during each year represented in the table above to arrive at average compensation actually paid to our remaining named executive officers during each of the years in question:
| · Adjustments to determine compensation actually paid for remaining named executive officers · · · 2023 · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | | | | | (1,849,821) | | | | |||||
| | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | | | | | (462,477) | | | | |||||
| | Deduction for fair value of awards granted in a prior year that were forfeited during year | | | | | — | | | | |||||
| | Increase for fair value of awards granted during year that remained unvested at year-end | | | | | 1,444,647 | | | | | | — | | |
| | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | | | | | (95,344) | | | | |||||
| | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | | | | | (152,570) | | | | |||||
| | Increase based upon incremental fair value of awards modified during year | | | | | — | | | | |||||
| | Increase based on dividends or other earnings paid during year prior to vesting | | | | | — | | | | |||||
(7)
These columns represent cumulative shareholder return on our common stock and on the Company’s benchmarking peer group for 2023, assuming a fixed investment of $100 on January 31, 2020, in our common stock. The stock price performance shown in the table is not necessarily indicative of future price performance.
(8)
The Company’s benchmarking peer group in 2023 included the following sixteen companies (the “2023 Peer Group”): Albertsons Companies, Inc., Autozone, Inc., BJ’s Wholesale Club Holdings, Inc., Burlington Stores, Inc., Dollar General Corporation, Lowe’s Companies, Inc., Macy’s, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Target Corporation, The Gap, Inc., The Kroger Co., The TJX Companies, Inc., Tractor Supply Company and Walgreens Boots Alliance. The Company’s benchmarking peer group
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