LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE

LETTER FROM

OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dear Fellow Shareholders,

You are cordially invited to join us for our 2023 virtual annual meeting of shareholders, which

will be held on Tuesday, June 13, 2023, at 9:00 a.m. Eastern Time. The meeting will be held entirely

online via live webcast at www.virtualshareholdermeeting.com/DLTR2023. The Notice of Annual Meeting

of Shareholders and the Proxy Statement that follow describe the business to be conducted at the

meeting.

The Dollar Tree organization experienced substantial change in 2022. Seven new directors

were added to the Board of Directors as part of the reconstitution of the Board in March 2022, and

since that time the Board has been focused on the transformational change that is needed to drive growth

and unlock long-term shareholder value. As part of this process, the Board initiated the hiring of a

new team of diverse executive leaders with the knowledge, experience and dedication to aggressively

implement change. I am excited about the exceptional executive leadership team that is now in place, and

we are moving as quickly as possible to capture the full potential of the business. With the current

economic climate driving higher income consumers into value retail, we believe we are in an excellent

position to deliver the quality, value and convenience that shoppers want and expect today.

The cornerstone of our business is our people, and a key focus continues to be on supporting

and enabling our associates to be successful. Under our new leadership team, we are increasing

average hourly wages for store associates and making investments in field personnel. Importantly, we

expect these labor and wage investments will drive improved execution in our stores and overall greater

productivity and efficiency. Our associates and field personnel are critical to our transformational

journey, and we are excited about these investments in our talent. We are looking to invigorate the

culture of our business and not only give our associates the tools they need to perform their roles but

provide them with the opportunities they deserve to grow within the Company.

To be successful, we must run well-maintained, efficient and productive stores, which drives

our intense focus on store standards. When we maintain clean, fully stocked stores, our customers

respond with bigger baskets and repeat visits. In addition to improving sales and the customer’s

experience, improved efficiencies and productivity positively impact the work experience of our associates.

Our certified GOLD (Grand Opening Look Daily) stores will serve as a clear example of what our

most successful and well-run stores look like for our district and store leadership teams across all regions.

The Dollar Tree and Family Dollar banners are intensely focused on how to be the best retail

destination for their unique customer bases. At Dollar Tree, our merchant team successfully managed

through the transition to the $1.25 primary price point, an initiative that significantly enhances our ability

to provide a meaningful assortment at extreme value to our Dollar Tree shoppers. We also added $3

and $5 Dollar Tree Plus merchandise into more than 1,800 Dollar Tree stores in 2022, and we plan to add

this multiple price point product to many more stores in 2023. Separately, we have been aggressively

expanding our $3, $4, and $5 frozen and refrigerated product across the Dollar Tree store base, installing

additional cooler doors with an attractive selection of proteins, pizza, ice cream and more that our

customers are responding to positively.

In addition to the opportunities at the Dollar Tree banner, we have a tremendous long-term

opportunity to improve the operating performance at Family Dollar. In 2022, we took action to bring

Family Dollar pricing into parity with key competitors, and we continue to be pleased with our positioning

from a price perspective. In addition, we have sales and margin-driving initiatives underway, albeit in

the early stages to grow our SKU base and expand the number of cooler doors, providing shoppers in

our communities with consumable products they rely on to feed their families. We are also incorporating

more of our private brands into the merchandise mix. These products will include new labels and

redefined labels, many of which are being developed in our new test kitchen in Chesapeake, Virginia.

We are also working on new initiatives to improve our technology and supply chain that are

important to our future success. In order to unlock the full value creation opportunity ahead of us, we

must have the right tools and technology in place to support our accelerated growth, and we are prioritizing

projects that will have the greatest impact on improving our performance. We are working to enhance

our supply chain efficiencies and ensure that our stores have the merchandise they need in a timely

manner and can stock it easily. This will be a big step forward for our organization and especially for our

store associates.

We recognize that stakeholders within our communities expect the Company to be a responsible

corporate citizen and to respond to issues of concern, including diversity, equity and inclusion for all

peoples, the potential impact of climate change, and other sustainability risks. The Board of Directors

is committed to addressing these challenges and opportunities, and in 2022 we hired a Chief Diversity

Officer and Chief Sustainability Officer to lead management’s efforts in these important areas. These

executives will work with the Board’s Sustainability and Corporate Social Responsibility Committee to

focus on key sustainability issues that affect the Company, such as environmental change, human

capital management and workplace environment and culture matters. In addition, we continue to update

our corporate sustainability reporting in 2023 to share our efforts across a range of topics, including

environmental stewardship, DEI in our workforce, product safety and more. I am confident the Company

is well-positioned from a governance perspective to address and manage current and future risks to

our business.

Finally, I want to thank all of you for your support and confidence in the Board as we move

forward to execute our strategy for long-term value creation. The long-term opportunity ahead of us is

bigger than I imagined before I joined the Dollar Tree team, and I look forward to engaging with you in

the months and years ahead. Whether or not you plan to attend the virtual annual meeting, your vote

is important, and I encourage you to vote your shares.

Sincerely yours,

Richard W. Dreiling

Chairman and Chief Executive Officer

LETTER FROM

OUR LEAD INDEPENDENT DIRECTOR

Dear Fellow Shareholders,

I am pleased to report that many significant positive changes took place at Dollar Tree in 2022.

Beginning with the Board refreshment in March 2022 that brought seven new directors to the Board,

the reconstituted Board embarked on a drive to bring new leadership to the Company led by Rick Dreiling,

a distinguished retail executive who became Executive Chairman of the Board, and to enhance our

corporate governance. The Board views the arrival of Rick as a watershed event for the Company. Under

his guidance as Chairman in 2022 the Company hired an outstanding and diverse new executive

leadership team with extensive retail experience dedicated to the transformational goals of the Board.

As a result of this success, the Board appointed Rick as Chief Executive Officer effective January 29,

2023. The Board looks forward to his continued leadership in achieving the next chapter of growth for

Dollar Tree.

SHAREHOLDER-FRIENDLY GOVERNANCE

Among the first steps taken by our Board under Rick Dreiling’s leadership was to improve our

governance structure to increase our responsiveness to our shareholders. We amended our By-Laws

to move the advance notice time period for shareholder nominations of directors and the proposal of

certain business closer to the annual meeting date. The Board also amended the proxy access

provision in our By-Laws to increase the maximum number of shareholder nominees that may appear

in the Company’s proxy statement with respect to an annual meeting of shareholders and to eliminate the

previous restriction that limited the aggregate number of shareholders that were permitted to form a

nominating group.

The Board also proposed an amendment to the Company’s Articles of Incorporation to permit

shareholders that own 15% or more of the Company’s common stock to call a special meeting. The

proposal was approved by shareholders at the 2022 annual meeting.

In addition, the Board revised the charters of the Audit Committee, Nominating and Governance

Committee and Compensation Committee, and established a new Finance Committee and a new,

separate committee focused solely on Sustainability and Corporate Social Responsibility. We believe

these changes have allowed the Board to exercise improved oversight in many critical areas, including

diversity, equity and inclusion as well as greenhouse gas emission reductions.

Moreover, the Board amended our Corporate Governance Guidelines to improve Board

governance, including revising the director stock ownership guidelines to increase the amount of Dollar

Tree stock each director should hold to no less than five times the annual cash retainer paid to directors,

and clarifying that unexercised stock options do not count toward the stock ownership requirement. The

Board also changed the policy on director overboarding to provide that directors generally should not

serve on more than four public company boards other than the Company.

The Board believes that these governance enhancements have not only improved our Board

functions but also have empowered shareholders to engage with the Company more effectively and

conveniently. Our policies represent Dollar Tree’s ongoing commitment to preserving shareholder rights,

and we will continue to assess additional governance changes against emerging best practices in the

future.

INCENTIVE COMPENSATION FOR OUR CHAIRMAN & CEO

Prior to the reconstitution of the Board, members of our Board leadership met with shareholders

owning more than 50% of the Company’s stock to understand their perspectives on our business

strategy and leadership. The dominant view of those shareholders was that the Company should do

whatever was necessary to secure Rick Dreiling’s services as the Company’s top executive for a

multi-year period. Without the inducement grant described below, the Board does not believe we would

have achieved that objective.

In order to persuade Rick to take an active operating leadership role and employment with

Dollar Tree as Executive Chairman and fully align his interests with the interests of shareholders over

the long-term, the Board approved a five-year employment agreement with Rick and granted him an

option to purchase 2,252,587 shares of Dollar Tree common stock at an exercise price of $157.17 per

share, the closing trading price of Dollar Tree common stock on March 18, 2022. This was at the time

the Company’s all-time high closing stock price and we believe already reflected the market’s optimism

that Dollar Tree would achieve transformational change and materially enhance long-term shareholder

value. The number of shares covered by the award represented 1% of the shares of common stock then

outstanding.

The option award vests over five years and, in addition to an annual base salary of $1 million,

was the only direct compensation that Rick was eligible to receive for his service as Executive Chairman

in 2022 and for the five-year term of his agreement. Rick was not eligible for annual or long-term

incentive awards based on his service as Executive Chairman in 2022. As a result, more than 95% of

his annualized compensation was fully at risk and aligned directly with the creation of exceptional value

for shareholders.

In January 2023, upon appointment as Chief Executive Officer, Rick’s annual base salary was

increased to $1,350,000 to align with market median and he became eligible for an annual cash

incentive bonus award. However, he continues to be ineligible for additional long-term equity incentive

awards under the terms of his agreement, as amended. If in the future Rick no longer serves as CEO of

the Company but remains as Executive Chairman, his annual compensation will revert to the terms of

the original agreement.

In the Board’s view, options are an ideal vehicle to support the creation of long-term value for

the direct benefit of shareholders. Rick’s option will have economic value only if he builds long-term

shareholder value in excess of the option’s exercise price of $157.17 per share. The long-term, five-

year vesting schedule and ten-year term of the option award is intended to ensure that Rick will remain

focused on long-term value-creating activity, including investments in talent and leadership, culture,

succession planning, technology and transformational change of the business.

The other members of the Board and I believe Rick is in a unique position to drive long-term

shareholder benefit. As Chairman & CEO, Rick will be intimately involved in the operations of the

Company and, because he will not participate in the Company’s long-term equity incentive plans, he

will be positioned to ensure that Dollar Tree’s incentive plans incorporate metrics and targets that align

directly with long-term shareholder value creation.

We want to thank you for the input and support we have received to date and we look forward

to engaging with you in the future.

Sincerely yours,

Edward J. Kelly, III

Lead Independent Director

QUICK INFORMATION

The following charts provide quick information about Dollar Tree’s 2023 annual meeting and

our corporate governance and executive compensation practices. These charts do not contain all of

the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy

statement carefully before voting.

Annual Meeting Information

DATE & TIME VIRTUAL MEETING

APR

2021

RECORD DATE

Tuesday, June 13, 2023

at 9:00 a.m., Eastern Time

The 2023 annual meeting will be

held in a virtual meeting format.

Shareholders can access the

meeting online through

April 14, 2023

www.virtualshareholdermeeting.com/DLTR2023

Proposals That Require Your Vote

Proposal Voting Options

Board

Recommendation

Information

Proposal No. 1

Election of Directors

FOR, AGAINST, or ABSTAIN

for each Director Nominee

FOR each Nominee on

the proxy card

Page 111

Proposal No. 2

Advisory Vote on NEO

Compensation

FOR, AGAINST, or ABSTAIN FOR Page 112

Proposal No. 3

Advisory Vote on the

Frequency of Future

Advisory Votes on

Executive Compensation

Every 1 YEAR, 2 YEARS,

3 YEARS, or ABSTAIN

1 YEAR Page 113

Proposal No. 4

Ratification of

Appointment of

Independent Auditors

FOR, AGAINST, or ABSTAIN

FOR Page 114

Proposal No. 5

Shareholder Proposal

Regarding a Report on

Economic and Social

Risks of Company

Compensation and

Workforce Practices and

any Impact on

Diversified Shareholders

FOR, AGAINST, or ABSTAIN

AGAINST Page 117

See “Information About the Annual Meeting and Voting” beginning on page 106 for the various ways

available for submitting your vote.

We are making the Proxy Statement and the form of proxy first available to shareholders on or about

May 2, 2023.

Corpora te Governance & Compensation Quick Facts

Governance or Compensation Item Dollar Tree’s Practice

Board Composition, Leadership and Operations

Number of directors 10

Director independence 90%

Standing Board committee independence 100%

Robust Lead Independent Director Role Yes

Majority voting standard in uncontested director elections Yes

Director resignation policy Yes

Board oversight of Company strategy and risks Yes

Annually-elected Board Yes

Average director age 64

Average director tenure 2.1 years

Directors attending fewer than 75% of meetings None

Annual Board, committee and individual director evaluation process Yes

Independent directors meet without management present Yes

Number of Board meetings held in fiscal 2022 18

Total number of Board and committee meetings held in fiscal 2022 50

Sustainability and Corporate Responsibility

Dedicated Board Committee provides oversight of sustainability Yes

Environmental Policy Yes

Human Rights Policy Yes

Occupational Health and Safety Policy Yes

Political Contribution and Expenditure Policy Statement Yes

Corporate Sustainability Report Yes

Strategic report on impact of climate change (included in Corporate

Sustainability Report)

Yes

Vendor code of conduct Yes

Governance or Compensation Item Dollar Tree’s Practice

Other Governance Practices

Codes of conduct for directors, officers and associates Yes

Shareholder engagement policy Yes

Anti-hedging policy Yes

Robust stock ownership policies Yes

Shares pledged by officers and directors None

Family relationships None

Independent auditor KPMG LLP

Compensation Practices

Executive compensation programs designed to reward performance,

incentivize growth and drive long-term shareholder value

Yes

Robust clawback policy Yes

Employment agreements for executive officers Only Chairman & CEO

Incentive awards based on challenging performance targets Yes

Percentage of incentive compensation at risk 100%

Annual risk assessment of compensation policies and practices Yes

Frequency of say on pay advisory vote Annual

Independent compensation consultant Yes

Double-trigger change-in-control provisions Yes

Policy for timing of annual grant of incentive awards Yes

Repricing of underwater options No

Excessive perks No

Our Compensation Philosophy

Our compensation program is grounded in a pay-for-performance philosophy to

align pay outcomes with the interests of our shareholders. Performance goals in

both our short- and long-term incentive plans are set at challenging levels, with the

ultimate goal that achievement of performance goals will drive long-term,

sustainable shareholder value growth. When financial targets and performance

goals are not met, pay outcomes for our executives result in lower or zero payouts.

DOLLAR TREE, INC.

500 Volvo Parkway

Chesapeake, Virginia 23320

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on

Tuesday, June 13, 2023

To Our Shareholders:

We will hold the annual meeting of shareholders of Dollar Tree, Inc. in a virtual format again

this year. As a result, the entire meeting will be held online and there will be no physical location for

shareholders to attend. Shareholders may participate in the annual meeting on Tuesday, June 13,

2023 at 9:00 a.m. Eastern Time by logging in at:

www.virtualshareholdermeeting.com/DLTR2023

Shareholders will be afforded the same rights and opportunities to participate as they would at an

in-person meeting. During the meeting, shareholders will be able to listen, vote and submit questions

from any location using any internet-connected device. You may submit questions in advance of the

meeting at www.proxyvote.com after logging in with your control number. Questions may also be submitted

during the annual meeting through www.virtualshareholdermeeting.com/DLTR2023. To be admitted to

the annual meeting, you must enter the control number found on your proxy card, voting instruction form

or notice.

The following items of business are on the agenda for the annual meeting:

• To elect ten director nominees to the Company’s Board of Directors (“Board”) as identified

in the attached proxy statement, each to serve as a director for a one-year term;

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

executive officers;

• To vote, in a non-binding advisory vote, on the frequency of future advisory votes on

executive compensation;

• To ratify the selection of KPMG LLP as the Company’s independent registered public

accounting firm for the fiscal year 2023;

• To vote on a shareholder proposal regarding a report on economic and social risks of

company compensation and workforce practices and any impact on diversified shareholders;

and

• To act upon any other business that may properly come before the meeting or any

adjournments or postponements thereof.

Shareholders of record at the close of business on April 14, 2023 will receive notice of and be

allowed to vote at the annual meeting.

We have elected to distribute our proxy materials primarily over the Internet rather than mailing

paper copies of those materials to each shareholder. We believe this will increase shareholder value by

decreasing our printing and distribution costs, reducing the potential for environmental impact by

conserving natural resources, and allowing for convenient access to and delivery of materials in an

easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow

the instructions included in the Notice of Internet Availability of Proxy Materials that is being mailed to

our shareholders on or about May 2, 2023.

Your vote is important to us. To ensure the presence of a quorum at the annual meeting, we

encourage you to read the proxy statement and then vote your shares promptly by Internet, by phone

or by signing, dating and returning your proxy card (if you request a paper copy). Sending in your proxy

card will not prevent you from voting your shares at the annual meeting, as your proxy is revocable at

your option.

By Order of the Board of Directors

John S. Mitchell, Jr.

Corporate Secretary

Chesapeake, Virginia

May 2, 2023

IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023

The Company’s proxy sta tement and annual report to shareholders for the fiscal year ended

January 28, 2023 are available at

https://corporate.dollartree.com/investors/financial-information/annual-reports-proxies.

TABLE OF CONTENTS

Page

LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER .................... 1

LETTER FROM OUR LEAD INDEPENDENT DIRECTOR .............................. 3

QUICK INFORMATION ..................................................... 5

Corporate Governance & Compensation Quick Facts .......................... 6

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ............................... 8

CORPORATE GOVERNANCE HIGHLIGHTS ...................................... 12

The Work of the Board ............................................... 13

Director Refreshment ................................................. 13

Board Commitments ................................................. 13

Board Skills Matrix .................................................. 14

DIRECTOR BIOGRAPHIES .................................................. 16

THE BOARD AND ITS COMMITTEES ........................................... 26

Audit Committee .................................................... 27

Compensation Committee ............................................. 27

Nominating and Governance Committee ................................... 28

Finance Committee .................................................. 29

Sustainability and Corporate Social Responsibility Committee ..................... 29

Meetings of the Board of Directors ....................................... 30

BOARD GOVERNANCE ..................................................... 31

Independence ..................................................... 32

Board Leadership Structure ............................................ 32

Director Stock Holding Requirements ..................................... 33

Majority Voting in Uncontested Election of Directors ........................... 33

Board’s Role in Risk Oversight .......................................... 34

Information Security Risk Management .................................... 34

Environmental and Social Sustainability .................................... 35

Code of Ethics ..................................................... 38

Engagement with Shareholders ......................................... 38

Communications with the Board ......................................... 39

DIRECTOR COMPENSATION ................................................ 40

HOW NOMINEES TO OUR BOARD ARE SELECTED ................................ 43

Stewardship Framework Agreement ...................................... 43

Board Diversity ..................................................... 44

Board Tenure ...................................................... 44

Shareholder Nominations for Election of Directors ............................. 45

Proxy Access ...................................................... 46

EXECUTIVE OFFICERS .................................................... 47

Executive Officer Biographies ........................................... 47

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ............... 50

COMPENSATION DISCUSSION AND ANALYSIS ................................... 50

A. Executive Summary ................................................ 51

B. Compensation Principles ............................................ 59

C. Components of Executive Compensation ................................. 62

D. Compensation Governance .......................................... 71

ANNUAL COMPENSATION OF EXECUTIVE OFFICERS .............................. 77

Potential Payments upon Termination or Change in Control ...................... 86

PAY RATIO DISCLOSURE ................................................... 95

Pay Ratio Methodology ............................................... 95

Required Pay Ratio .................................................. 95

Page

Supplemental Pay Ratio ............................................... 95

PAY VERSUS PERFORMANCE ............................................... 97

Pay versus Performance Table .......................................... 97

Relationship Between Pay and Performance ................................. 100

Tabular List of Performance Measures ..................................... 101

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .......................... 101

Review of Transactions with Related Parties ................................. 101

Related Party Transactions ............................................. 101

OWNERSHIP OF COMMON STOCK ............................................ 103

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ......................... 106

PROPOSAL NO. 1: ELECTION OF DIRECTORS .................................... 111

Directors and Nominees ............................................... 111

Vote Required ...................................................... 111

PROPOSAL NO. 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE

OFFICERS ............................................................ 112

Vote Required ...................................................... 112

PROPORAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON

EXECUTIVE COMPENSATION .............................................. 113

Vote Required ...................................................... 113

PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS ........ 114

Independent Registered Public Accounting Firm Fees .......................... 114

Report of the Audit Committee .......................................... 115

Vote Required ...................................................... 116

PROPOSAL NO. 5: SHAREHOLDER PROPOSAL REGARDING A REPORT ON ECONOMIC AND

SOCIAL RISKS OF COMPANY COMPENSATION AND WORKFORCE PRACTICES AND ANY

IMPACT ON DIVERSIFIED SHAREHOLDERS .................................... 117

Shareholder Proposal ................................................ 117

Statement from Dollar Tree’s Board Regarding the Shareholder Proposal ............. 119

Vote Required ...................................................... 120

FORWARD-LOOKING STATEMENTS ........................................... 121

OTHER MATTERS ........................................................ 121

Director Nominations and Shareholder Proposals for the 2024 Annual Meeting ......... 121

Copies of Form 10-K Available .......................................... 122

CORPORATE GOVERNANCE HIGHLIGHTS

As the Company grows and evolves, our Board of Directors is engaged in an effort to enhance

its governance policies and practices. The Board seeks to further increase its effectiveness as well as

its alignment with and transparency to shareholders. These changes include:

▶ Board leadership. In 2022, the Board:

◊

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

◊

Elected a new Lead Independent Director, Edward J. Kelly, III, who has robust authority to

oversee the Board’s operations and relationship with management; and

◊

Appointed Paul Hilal as Vice Chairman of the Board, Jeffrey G. Naylor as Chair of our

Audit Committee, Cheryl W. Grisé as Chair of our Compensation Committee, Edward J.

Kelly, III as Chair of our Nominating and Governance Committee, Daniel J. Heinrich as Chair

of our newly formed Finance Committee and Stephanie P. Stahl as Chair of our newly

formed Sustainability and Corporate Social Responsibility (CSR) Committee.

▶ Strengthened ESG oversight. Over the last couple of years the Board and its committees have

enhanced ESG oversight to increase its focus and transparency about the Company’s sustainability

and ESG risks. Among other things, the Board:

◊

Created a new Sustainability and CSR Committee to assist the Board in its oversight of

the Company’s sustainability and social-related risks and strategies, external reporting, and

workplace environment and culture;

◊

Directed the Sustainability and CSR Committee to oversee the Company’s strategies and

policies related to human capital management, including matters related to diversity, equity

and inclusion as it relates to the Company’s workforce, workplace environment and

culture, and the recruiting, selection, talent development, progression and retention of the

Company’s workforce; and

◊

Specified that the Sustainability and CSR Committee will, at least twice a year, evaluate,

discuss, and, as appropriate, direct the disclosure of the Company’s risks relating to

corporate social responsibility and sustainability, including the environment, human rights,

labor, health and safety, workforce diversity, supply chain, and similar matters affecting

Company stakeholders.

▶ Enhanced governance best practices. The Board previously adopted best practices such as a

declassified board, a majority voting standard for uncontested elections of directors and proxy

access, which are intended to increase accountability to shareholders. Building on these actions in

2022, the Board:

◊

Amended our Articles of Incorporation to permit shareholders representing 15% or more

of the Company’s common stock to call a special meeting of shareholders;

◊

Enhanced the Company’s Bylaws by moving the advance notice time period for shareholder

nominations of directors and the proposal of business closer to the annual meeting;

◊

Expanded proxy access by raising the number of permitted shareholder nominees and

removing restrictions that limited the size of a shareholder nominating group; and

◊

Updated the charters of key Board committees to clarify and enhance the roles of these

committees in accordance with corporate governance best practices.

The Work of the Board

Our Board of Directors is highly engaged and focused on strategy and the best use of capital

to maximize shareholder value. The Board is also committed to having highly qualified and diverse

directors with varying experiences, skills and perspectives to accomplish that goal. In fiscal 2022, the

Board met eighteen (18) times, the Nominating and Governance Committee met nine (9) times, the Audit

Committee met eight (8) times, the Compensation Committee met nine (9) times, the Finance

Committee met three (3) times and the Sustainability and Corporate Social Responsibility Committee

met three (3) times.

In 2022 the Board focused on positioning the Company for continued growth and transformational

change. The Board appointed Richard W. Dreiling as our new Chairman and Chief Executive Officer.

Mr. Dreiling brings to our Company more than 40 years of retail industry experience at all operating levels

and has a proven record of success in the dollar store segment and other segments of the retail

market. The Board also refreshed the leadership team with a new Chief Financial Officer, Chief

Operating Officer, Chief Supply Chain Officer, Chief Information Officer and Chief Merchandising Officer

for Family Dollar, all of whom have the skills and experience needed to drive growth and improve our

operating performance.

Our Board plays a critical role in overseeing enterprise risk, primarily through the work of its

committees, which report matters relating to their areas of responsibility back to the full Board. In

2022, the Board created two new standing committees, a Finance Committee and Sustainability and

CSR Committee. These new committees have allowed the Board to increase its focus on its strategic,

finance and sustainability objectives and risks.

Director Refreshment

On March 8, 2022, we entered into a Stewardship Framework Agreement with affiliates of

Mantle Ridge LP, a registered investment advisory firm and owner of approximately 5.8% of our

outstanding shares. Pursuant to the Stewardship Framework Agreement, our Board of Directors was

reconstituted to consist of seven new directors and five continuing directors following the retirement of

six incumbent directors. In addition to the changes that occurred in March 2022, in January 2023, Mike

Witynski left his position as Chief Executive Officer and resigned from the Board and Thomas Dickson

will be retiring from the Board at the 2023 annual meeting of shareholders. After considering the size and

composition of the Board in light of these vacancies, the Board approved an amendment to our By-

Laws to reduce the size of the Board from twelve directors to ten directors effective immediately prior

to the convening of the 2023 annual meeting of shareholders. Upon the reelection of the ten directors

that have been renominated by the Board, the tenure profile of the Board will be comprised of seven

directors having two years or less in tenure and three directors with between three and five years in

tenure.

Board Commitments

Our Board is comprised of members with valuable experience gained from service on the

boards of directors of other public companies, including companies in the retail industry. When making

its recommendations for director nomination, the Nominating and Governance Committee considers

the value of experience gained through service on other boards and conducts a rigorous review of the

demands that such service may have on the director’s time. As set forth in our Corporate Governance

Guidelines, as a general rule, the Nominating and Governance Committee will not recommend the

election or reelection of an individual who (i) serves on more than four public company boards, or

(ii) serves as the chief executive officer of a public company and serves on more than two public

company boards, other than the Company. All of our nominees satisfy this rule.

In 2022 our Nominating and Governance Committee oversaw an annual performance review of

our Board and its members that included comprehensive interviews of our directors and considered a

number of factors including meeting attendance, preparation and director engagement with the Board

and management. As part of this process, the Committee and the Board assessed our nominees for

reelection and affirms that each nominee has demonstrated that they are capable of devoting the

necessary time to successfully meet their duties and otherwise fulfill the responsibilities required of

directors in 2023, taking into account their principal occupation and membership and leadership

positions on other boards.

Board Skills Matrix

The Board is committed to ensuring it has a relevant diversity of skills and experience to

oversee the Company, its management, its strategic plan and the execution of that plan. The Board

believes that our director nominees, as a group, represent an effective mix of skills, experiences, diversity

and fresh perspectives. The table below summarizes the key skills, experiences, diversity and other

qualifications of our nominees for director. The director biographies beginning on page 16 describe each

nominee’s background and relevant experience in more detail.

Director Skills, Experiences, Diversity and Other Qualifications

Dreiling

(Chair)

Grise´

Heinrich

Hilal

Kelly

Laschinger

Naylor

Park

Scott

Stahl

Director Skills and Experiences

Executive Leadership

Public Company CEO Experience

• •••

Private Company CEO Experience

• • • •••

Senior Executive Experience

••••••••••

Financial Expertise

Public Company CEO/CFO Experience

• • •••••

Private Company CFO Experience

CPA/Audit/Accounting Experience

••

Other Professional Expertise

Consumer/Retail Industry

••• •••••

Marketing/Advertising/Communications

•• • •••

Strategic Planning

••••••••••

Operations

•••••• ••

Human Resources

•••

Information Technology

•••

Cybersecurity

••

Risk Management

•• •••

Global Sourcing/Supply Chain

•• •

Director Qualifications

Dollar Tree Independent Director

•••••••••

Dollar Tree Board Tenure (years) 1111115215

Other Public Board Experience

••••••••••

Demographic Background

Age 69 70 67 56 69 63 64 52 72 56

Gender Identity

Male

••••••

Female

• •••

Ethnicity

White/Caucasian

••••••• •

Black or African American

•

Asian

•

DIRECTOR BIOGRAPHIES

Biographical and other information for each of our directors nominated for election at the 2023

annual meeting of shareholders is provided below.

RICHARD W. DREILING

DIRECTOR SINCE MARCH 2022

AGE: 69

CHAIRMAN & CHIEF EXECUTIVE

OFFICER

Mr. Dreiling—

Chairman and Chief Executive Officer of Dollar

Tree, Inc. Mr. Dreiling assumed the role of Executive Chairman in

March 2022 and in January 2023 the Board of Directors

appointed Mr. Dreiling to serve as Chief Executive Officer. He

currently serves on the Board of Directors of Lowe’s Companies,

Inc. (Lead Independent Director; Nominating and Governance

Committee).

PREVIOUS WORK EXPERIENCE

• 2015 to 2016: Chairman of the Board of Directors,

Dollar General Corporation

• 2008 to 2015: Chief Executive Officer and Chairman of

the Board of Directors, Dollar General Corporation

• 2005 to 2008: President, Chief Executive Officer and

Chairman of the Board of Directors, Duane Reade

Holdings, Inc. and Duane Reade Inc.

• 2003 to 2005: Executive Vice President and Chief

Operations Officer, Longs Drug Stores Corp.

• 2000 to 2003, Executive Vice President of Marketing,

Safeway Inc.

• 1998 to 2000: President, Vons Co Inc.

PREVIOUS BOARD EXPERIENCE

• 2016 to January 2023: Board of Directors of Kellogg

Company (Audit Committee; Compensation and Talent

Management Committee)

• 2015 to 2022: Board of Directors, Pulte Group, Inc.

(Nominating and Governance Committee, Chair;

Compensation and Management Development

Committee)

• 2016 to 2022: Board of Directors, Aramark

(Compensation and Human Resources Committee;

Nominating, Governance and Corporate Responsibility

Committee)

EDUCATION

• Mr. Dreiling graduated with a B.A. from Rockhurst

University.

EXPERTISE

• Mr. Dreiling brings to our Board over 40 years of retail

experience at all operating levels. He has strong

business development expertise in expanding the

footprint and offerings of several retailers. Mr. Dreiling

also brings unique experience in the value retail sector

gained from his role as the former Chairman and CEO

of Dollar General Corporation.

CHERYL W. GRISÉ

DIRECTOR SINCE MARCH 2022

AGE: 70

BOARD COMMITTEES:

Compensation Committee, Chair

Nominating and Governance Committee

Ms. Grisé—Former Executive Vice President of Northeast Utilities

and Chief Executive Officer of its principal operating companies.

She currently serves on the Board of Directors of ICF

International, Inc. (Human Capital Committee; Governance and

Nominating Committee), PulteGroup, Inc. (Nominating and

Governance Committee; Compensation and Management

Development Committee) and Metlife, Inc. (Compensation

Committee, Chair; Governance and Corporate Responsibility

Committee; Audit Committee).

PREVIOUS WORK EXPERIENCE

• 1998 to 2007: held several executive leadership

positions at Northeast Utilities (now known as

Eversource Energy), including President, Utilities

Group.

PREVIOUS BOARD EXPERIENCE

• 2007 to 2015: Board of Directors, Pall Corporation

(Compensation Committee, Chair; Nominating and

Governance Committee)

• 2002 to 2008: Board of Directors, Dana Holding

Corporation (Audit Committee; Nominating and

Governance Committee, Chair)

EDUCATION

• Ms. Grisé graduated with a B.A. from the University of

North Carolina at Chapel Hill, a J.D. from Thomas

Jefferson School of Law, and the Yale University

School of Organization and Management, Executive

Management Program.

EXPERTISE

• Ms. Grisé brings to our Board substantial executive

leadership experience with a large consumer facing

business, a strong governance and legal background

and an unusually solid and strong record of leadership

in public company boardrooms in many different

sectors. She was named by the National Association of

Corporate Directors (NACD) to their Top 100, a list of

the top 100 most influential directors in the U.S.

DANIEL J. HEINRICH

DIRECTOR SINCE MARCH 2022

AGE: 67

BOARD COMMITTEES:

Audit Committee

Finance Committee, Chair

Mr. Heinrich—Former Chief Financial Officer of The Clorox

Company. He currently serves on the Board of Directors of

Lowe’s Companies, Inc. (Compensation Committee; Technology

Committee).

PREVIOUS WORK EXPERIENCE

• 2001 to 2011: held various senior level positions at The

Clorox Company, including Executive Vice President

and Chief Financial Officer, The Clorox Company

• 1996 to 2001: Senior Vice President and Treasurer of

Transamerica Finance Corporation

• 1994 to 1996: Senior Vice President, Treasurer and

Controller, Granite Management Company

• 1986 to 1994: Senior Vice President, Controller and

Chief Accounting Officer, First Nationwide Bank

• 1978 to 1986: Senior Audit Manager, Ernst & Young

PREVIOUS BOARD EXPERIENCE

• 2013 to February 2023: Board of Directors, Aramark

(Audit Committee, Chair; Finance Committee)

• 2016 to 2022: Board of Directors, Ball Corporation

(Audit Committee, Chair; Compensation Committee)

• 2012 to 2022: Board of Directors, Edgewell Personal

Care Company (Compensation Committee, Chair; Audit

Committee, Chair; Finance Committee, Chair)

• 2011 to 2021: Board of Directors,E&JGalloWinery

(Finance & Audit Committee; Executive Compensation

Committee)

• 2013 to 2019: Board of Directors, G3 Enterprises, Inc.

(Audit Committee, Chair; Compensation Committee)

• 2007 to 2009: Board of Directors, Advanced Medical

Optics (Audit Committee; Finance Committee)

EDUCATION

• Mr. Heinrich is a licensed Certified Public Accountant

(inactive), and graduated with a B.S. in Business

Administration (with Honors) from the University of

California, Berkeley and an M.B.A. (with Honors) from

Saint Mary’s College of California.

EXPERTISE

•• Mr. Heinrich brings to our Board his substantial

experience as a director and executive at consumer

packaged goods companies and consumer facing

businesses. He has extensive executive-level financial

knowledge and experience and has developed strong

expertise in the areas of strategic business

development, risk management, mergers and

acquisitions, accounting and information technology. In

addition, our Board has determined that Mr. Heinrich

qualifies as an Audit Committee financial expert.

PAUL C. HILAL

DIRECTOR SINCE MARCH 2022

AGE: 56

VICE CHAIRMAN

BOARD COMMITTEES:

Compensation Committee

Finance Committee

Nominating and Governance Committee

Mr. Hilal—Founder and Chief Executive Officer of Mantle Ridge

LP, an investment fund. Over the past two decades, he has built a

strong record as an engaged or activist investor and as a passive

value investor. He currently serves on the Board of Directors of

Aramark (Vice Chairman; Nominating, Governance and Corporate

Responsibility Committee; Compensation and Human Resources

Committee) and CSX Corporation (Vice Chairman; Executive

Committee; Finance Committee; Governance and Sustainability

Committee).

PREVIOUS WORK EXPERIENCE

• 2006 to 2016: Partner and Senior Investment

Professional, Pershing Square Capital Management

• 2002 to 2005: Managing Partner, Caliber Capital

Management

• 1998 to 2001: Partner, Hilal Capital Management

• 1999 to 2000: Acting Chief Executive Officer, WorldTalk

Communications Corporation

• 1992 to 1999: Investment Banker, Broadview

Associates

PREVIOUS BOARD EXPERIENCE

• 2012 to 2016: Board of Directors, Canadian Pacific

Railway Limited (Management Resources and

Compensation Committee, Chair; Finance Committee)

• 1999 to 2000: Chairman of the Board of Directors,

WorldTalk Communications

• 1999 to 2016: Board of Directors, Grameen Foundation

EDUCATION

• Mr. Hilal graduated with a A.B. in Biochemistry from

Harvard College, an M.B.A. from Columbia Business

School and a J.D. from Columbia Law School.

EXPERTISE

• Mr. Hilal brings to our Board substantial experience

enabling companies to successfully effect value-

creating change. His experience as a value investor,

capital allocator and engaged steward during corporate

transformations, in addition to his knowledge of the

Company, enables him to contribute to the Board and

its mission in unique and extremely valuable ways.

Additionally, Mr. Hilal’s service on the boards of multiple

public companies will allow him to provide key strategic

perspectives to the Board.

EDWARD J. KELLY, III

DIRECTOR SINCE MARCH 2022

AGE: 69

LEAD INDEPENDENT DIRECTOR

BOARD COMMITTEES:

Nominating and Governance Committee,

Chair

Finance Committee

Sustainability and CSR Committee

Mr. Kelly—Retired Chairman of the Institutional Clients Group of

Citigroup, Inc. He currently serves on the Board of Directors of

Citizens Financial Group, Inc. (Compensation and Human

Resources Committee, Chair; Nominating and Corporate

Governance Committee, Chair) and Metlife, Inc. (Audit Committee;

Compensation Committee; Finance and Risk Committee, Chair).

PREVIOUS WORK EXPERIENCE

• 2011 to 2014: Chairman, Institutional Clients Group,

Citigroup, Inc.

• 2010 to 2011: Chairman, Global Banking, Citigroup,

Inc.

• 2009 to 2010: Vice Chairman, Citigroup, Inc.

• 2009: Chief Financial Officer, Citigroup, Inc.

• 2008 to 2009: Head of Global Banking, President and

CEO, Citi Alternative Investments, Citigroup, Inc.

• 2007 to 2008: Managing Director, The Carlyle Group

• 2007: Vice Chairman, PNC Financial Services Group,

Inc.

• 2001 to 2007: Chairman and Chief Executive Officer,

Mercantile Bankshares Corporation

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

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

• 1988 to 1994: Partner, Davis Polk & Wardwell, LLP

PREVIOUS BOARD EXPERIENCE

• 2002 to 2019: Board of Directors, CSX Corporation

(Chairman of the Board; Audit Committee; Governance

Committee; Executive Committee; Compensation and

Talent Management Committee; Finance Committee)

• 2014 to 2018: Board of Directors, XL Group (Executive

Committee; Audit Committee; Compensation

Committee; Risk Committee; Corporate Governance

Committee; Finance Committee)

EDUCATION

• Mr. Kelly graduated with an A.B. from Princeton

University and a J.D. from University of Virginia School

of Law.

EXPERTISE

• Mr. Kelly brings to our Board business, strategic,

financial and legal acumen and extensive leadership

expertise. His experience includes key roles in building

a client-centric model and managing the global

operations of a major financial institution. In addition,

he provides a local perspective as a long-time Virginia

resident and lecturer at the University of Virginia

School of Law.

MARY A. LASCHINGER

DIRECTOR SINCE MARCH 2022

AGE: 63

BOARD COMMITTEES:

Compensation Committee

Sustainability and CSR Committee

Ms. Laschinger—Former Chairman of the Board of Directors

and Chief Executive Officer of Veritiv Corporation. She currently

serves on the Board of Directors of Newmont Corporation

(Leadership Development and Compensation Committee) and

Kellogg Company (Compensation and Talent Management

Committee, Chair; Executive Committee; and Nominating and

Governance Committee).

PREVIOUS WORK EXPERIENCE

• 2014 to 2020: Chairman and Chief Executive Officer,

Veritiv Corporation

• 2010 to 2014: SVP, International Paper Company,

President, xpedx distribution company

• 2007 to 2014: Senior Vice President, International

Paper Company

PREVIOUS BOARD EXPERIENCE

• 2017 to 2021: Board of Directors, Federal Reserve

Bank of Atlanta (Audit Committee; Operational and

Risk Committee, Chair)

• 2007 to 2010: Board of Directors, Ilim Group, Russian

(Lead Director; Human Resource Committee)

EDUCATION

• Ms. Laschinger graduated with a B.A. in Business

Administration from University of Wisconsin—Eau

Claire, an M.B.A. from University of Connecticut and

the Kellogg School of Management, Postgraduate

Studies, Executive Management.

EXPERTISE

• Ms. Laschinger brings to our Board substantial

experience as a senior executive at some of the largest

companies in the United States. In addition, she has led

and served on the board of directors of several major

U.S. and foreign companies and institutions. Her

extensive experience in operating manufacturing and

global supply chain businesses includes defining

product line up, sourcing products and services and the

operational delivery of products and services globally.

Through these roles and through her experience as a

public company CEO and the Chair of the Audit,

Operational and Risk Committee for the Federal

Reserve Bank of Atlanta, she has gained deep

knowledge of financial, controls and risk management

issues. Additionally, through executive leadership and

board positions, she has developed expert knowledge

of leadership development, defining and implementing

compensation, benefits, and related human resource

matters.

JEFFREY G. NAYLOR

DIRECTOR SINCE MARCH 2018

AGE: 64

BOARD COMMITTEES:

Audit Committee, Chair

Finance Committee

Mr. Naylor—Former Chief Financial Officer and Senior Executive

of The TJX Companies. He is the Managing Director of his

consulting firm, Topaz Consulting LLC, where he advises private

equity firms on potential transactions and provides services in the

area of strategy and finance. In addition, he currently serves on

the Board of Directors of Synchrony Financial (Chairman of the

Board; Audit Committee; Management and Compensation

Committee) and Wayfair, Inc. (Audit Committee, Chair).

PREVIOUS WORK EXPERIENCE

• 2004 to 2014: held various senior level positions at TJX

Companies, Inc., including Senior Executive Vice

President, Chief Financial and Administrative Officer of

TJX Companies, Inc.

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

• Held senior level positions with Limited Brands, Sears,

Roebuck and Co., and Kraft Foods, Inc.

• Mr. Naylor began his career as a Certified Public

Accountant with Deloitte Haskins & Sells.

PREVIOUS BOARD EXPERIENCE

• 2013 to 2021: Board of Directors, Emerald Holding, Inc.

(Audit Committee, Chair; Nominating and Corporate

Governance Committee, Chair; Compensation

Committee)

• 2010 to 2016: Board of Directors, Fresh Market, Inc.

(Audit Committee, Chair)

EDUCATION

• Mr. Naylor graduated with a B.A. in Economics from

Northwestern University and an M.B.A. from

J.L. Kellogg School of Management.

EXPERTISE

• Mr. Naylor brings to our Board an extensive financial

and accounting background as well as significant

leadership and retail experience. In addition, our Board

has determined that Mr. Naylor qualifies as an Audit

Committee financial expert.

WINNIE Y. PARK

DIRECTOR SINCE DECEMBER 2020

AGE: 52

BOARD COMMITTEES:

Audit Committee

Compensation Committee

Ms. Park—Chief Executive Officer of Forever 21 from

January 2022 to present. She currently serves on the Board of

Directors of Sound Point Acquisition Corp. I, Ltd.

PREVIOUS WORK EXPERIENCE

• 2015 to 2021: CEO of Paper Source

• 2012 to 2015: Executive Vice President, Global

Marketing and eCommerce, DFS Group Ltd.

• 2006 to 2012: Global Vice President, Fashion, DFS

Group Ltd.

• 2004 to 2006: Senior Director, Women’s Merchandising

for the Dockers brand, Levi Strauss & Co.

• 2003 to 2004: Director, Global Strategy for the Dockers

brand, Levi Strauss & Co.

• 2001 to 2003: Engagement Manager, McKinsey &

Company

PREVIOUS BOARD EXPERIENCE

• 2017 to 2022: Board of Directors, Express, Inc.

(Compensation Committee; Governance Committee;

and Audit Committee)

EDUCATION

• Ms. Park graduated with a B.A., Cum Laude, in Public

and International Affairs from Princeton University and

an M.B.A. in Corporate Finance and Marketing from

Northwestern University.

EXPERTISE

• Ms. Park is a retail and marketing leader with deep

experience in brand-building, e-Commerce, omni-

channel specialty retail, merchandising and

international expertise. In addition, the Board has

determined that Ms. Park qualifies as an Audit

Committee financial expert.

BERTRAM L. SCOTT

DIRECTOR SINCE MARCH 2022

AGE: 72

BOARD COMMITTEES:

Audit Committee

Sustainability and CSR Committee

Mr. Scott—Retired health care executive who formerly served as

the President and Chief Executive Officer of Affinity Health Plan

and President, US Commercial, of CIGNA Corporation. He

currently serves on the Board of Directors of the following public

companies: Equitable (Compensation Committee; Nominating and

Corporate Governance Committee), Lowe’s Companies, Inc.

(Audit Committee, Chair; Nominating and Governance

Committee) and Becton, Dickinson and Company (Lead Director;

Audit Committee, Chair; Compensation and Human Capital

Committee).

PREVIOUS WORK EXPERIENCE

• 2015 to 2019: Senior Vice President of Population

Health and Value Based Care at Novant Health

• 2012 to 2014: President and Chief Executive Officer,

Affinity Health Plan

• 2010 to 2011: President, US Commercial, CIGNA

Corporation

• 2000 to 2010: Executive Vice President and Chief

Institutional Development and Sales Officer,

TIAA-CREF

• 2000 to 2007: President and Chief Executive Officer,

TIAA-CREF

• 1996 to 2001: President and Chief Executive Officer,

Horizon Mercy Healthcare

PREVIOUS BOARD EXPERIENCE

• 2020 to 2022: AllianceBernstein (Compensation and

Workplace Practices Committee)

EDUCATION

• Mr. Scott graduated with a B.A. in Business

Administration from DePaul University, a Doctor of

Humane Letters from DePaul University and the

Harvard Business School Advanced Management

Program.

EXPERTISE

• Mr. Scott brings to our Board his substantial corporate

governance and business expertise, in addition to

extensive experience serving as a director on the

boards of several large, complex, publicly-traded

companies, as well as serving as chair of several board

committees. Mr. Scott draws on his professional

experiences to provide perspective to the boards on

which he serves with respect to development and the

implementation of strategy, mergers and acquisitions,

merger integration, and sales and marketing. In

addition, the Board has determined that Mr. Scott

qualifies as an Audit Committee financial expert.

STEPHANIE P. STAHL

DIRECTOR SINCE JANUARY 2018

AGE: 56

BOARD COMMITTEES:

Nominating and Governance Committee

Sustainability and CSR Committee, Chair

Ms. Stahl—Former Global Marketing & Strategy Officer of Coach,

Inc. She is the Founder of her investment and advisory company

Studio Pegasus LLC which she launched in 2015 to focus on

supporting early-stage consumer ventures. In addition, she serves

on the Board of Directors of Carter’s, Inc. (Compensation

Committee and Nominating and Corporate Governance

Committee) and Newell Brands, Inc.

PREVIOUS WORK EXPERIENCE

• 2015 to current: Owns and operates Studio Pegasus,

LLC, an investment and advisory company focused on

consumer sector digital startups.

• 2012 to 2015: Executive Vice President, Global

Marketing & Strategy, Coach, Inc.

• 2010 to 2011: Chief Executive Officer, Tracy Anderson

Mind & Body, LLC

• 2003 to 2006: Executive Vice President, Chief

Marketing Officer, Revlon, Inc.

• 1998 to 2003: Partner and Managing Director, The

Boston Consulting Group, Inc.

• 1997: Vice President, Strategy & New Business

Development, Toys “R” Us, Inc.

PREVIOUS BOARD EXPERIENCE

• 2017 to 2022 Board of Directors of Founders Table

Restaurant Group

• 2013 to 2021 Board of Directors of Knoll, Inc. (Audit

Committee and Nominating Committee)

EDUCATION

• Ms. Stahl graduated with a B.S. in Quantitative

Economics from Stanford University and an M.B.A.

(with distinction) from Harvard University.

EXPERTISE

• Ms. Stahl brings to our Board significant experience in

marketing, data analytics, digital, sustainability, brand

building and strategy. Ms. Stahl has spent her career

focused on the retail/consumer sector with extensive

experience in developing, executing and optimizing

major change initiatives including fundamental business

transformation, mergers and acquisitions, and post-

merger integrations.

THE BOARD AND ITS COMMITTEES

The Board has re-nominated 10 current directors for election at the 2023 annual meeting of

shareholders to serve as directors for a one-year term.

The Board of Directors has five standing committees, each comprised solely of independent

directors: the Audit Committee, the Compensation Committee, the Nominating and Governance

Committee, the Finance Committee and the Sustainability and CSR Committee. These committees

operate under written charters which are available on our corporate website, at www.dollartreeinfo.com/

corporate-governance.

The current Board committee assignments of our re-nominated directors are as follows:

Director

Independent

Director

(1)

Audit

Committee

(2)

Compensation

Committee

Nominating

and

Governance

Committee

Finance

Committee

Sustainability

and CSR

Committee

Richard W. Dreiling

Cheryl W. Grisé

◾ C ◾

Daniel J. Heinrich ◾◾ C

Paul C. Hilal

◾◾◾◾

Edward J. Kelly, III LD C ◾◾

Mary A. Laschinger ◾◾ ◾

Jeffrey G. Naylor ◾ C ◾

Winnie Y. Park ◾◾ ◾

Bertram L. Scott ◾◾ ◾

Stephanie P. Stahl ◾◾C

LD Lead Independent Director

C Committee chair

(1) Our Board reviewed the composition of each committee and determined that all of our non-employee directors were

independent within the meaning of the listing standards of the Nasdaq Stock Market and SEC regulations.

(2) The Board, after review of each individual’s employment experience and other relevant factors, has determined that

Daniel Heinrich, Jeffrey Naylor, Winnie Park and Bertram Scott are qualified as audit committee financial experts within

the meaning of SEC regulations.

Audit Committee

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities

regarding the quality and integrity of the accounting, auditing and financial reporting practices of the

Company. At each regular meeting, the Audit Committee meets in executive sessions with the Company’s

independent auditors, Chief Legal Officer, Vice President—Internal Audit, Chief Financial Officer and

Senior Vice President—Principal Accounting Officer to discuss accounting principles, financial and

accounting controls, the scope of the annual audit, internal controls, regulatory compliance and other

matters. The independent auditors have access to the Audit Committee without management present to

discuss the results of their audits and their views on the adequacy of our internal controls, quality of

financial reporting and other accounting and auditing matters.

The Committee’s primary duties and responsibilities include:

• monitoring our financial reporting processes and internal control systems;

• overseeing our internal and external audit processes, including participation in the planning

of the audit efforts of our independent auditors, internal audit department and our finance

department;

• reviewing and discussing the Company’s practices with respect to risk assessment and

risk management, including financial, operational, information security, data privacy, business

continuity and legal and regulatory risks;

• providing an open avenue of communication among the independent auditors, internal

auditors, financial and senior management, and the Board;

• reviewing our quarterly and annual financial statements;

• reviewing related party transactions; and

• appointing and evaluating the independent auditors of our financial statements.

The Audit Committee met eight (8) times in 2022. In addition, the Chair of the Committee

conducted periodic updates with the independent auditors and/or financial management.

All members of the Audit Committee during 2022 met the independence requirements of the

Nasdaq Stock Market and SEC regulations. The report of the Committee can be found beginning on

page 115.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board in its oversight of the

Company’s executive compensation structure, including salary, incentives and benefits, in order to

attract and retain key executives. The Committee also monitors the Company’s compensation policies

and practices to determine whether they create risks that are reasonably likely to have a material adverse

effect on the Company.

The Committee’s primary duties and responsibilities include:

• overseeing our compensation and benefit practices;

• establishing the compensation arrangements for our executive officers;

• overseeing the administration of our executive compensation plans and Employee Stock

Purchase Plan;

• approving awards under our equity-based compensation arrangements;

• overseeing the Company’s strategies, policies and key metrics with respect to diversity,

equity and inclusion and human capital management, talent development and retention of

key personnel;

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

• reviewing the compensation of the independent members of the Board for service on the

Board and its committees and recommending any changes to the Board for approval; and

• reviewing annually the executive officers’ stock ownership levels to ensure compliance with

the Company’s executive target ownership policy.

The Compensation Committee met nine (9) times in 2022. In addition, the Chair separately

engaged in numerous in-depth discussions with members of management.

All members of the Compensation Committee during 2022 met the independence requirements

of the Nasdaq Stock Market and SEC regulations. The report of the Committee, together with our

Compensation Discussion and Analysis and information regarding executive compensation, can be

found beginning on page 50.

Nominating and Governance Committee

The purpose of the Nominating and Governance Committee is to advise the Board of Directors

on the composition, organization and effectiveness of the Board and its committees and on other

issues relating to the corporate governance of the Company. The Committee’s primary duties and

responsibilities include:

• recommending candidates to be nominated by the Board, including the re-nomination of

any currently serving director, to be placed on the ballot for shareholders to consider at the

annual shareholders’ meeting;

• if the Chairman of the Board is not independent, recommending an independent director

to be appointed as Lead Independent Director;

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

• reviewing periodically the membership and Chair of each committee of the Board and

recommending committee assignments to the Board, including rotation or reassignment of

any Chair or committee member;

• reviewing and resolving requests for waivers from directors of any provision of the

Company’s Code of Conduct;

• monitoring significant developments in regulations and best practices concerning corporate

governance and the duties and responsibilities of each director;

• leading the Board in its annual performance evaluation;

• evaluating and administering our Corporate Governance Guidelines and recommending

changes to the Board;

• reviewing and overseeing our governance structure and other facets of the Company’s

corporate governance, including the structure of the Board, provisions of the Company’s

articles and bylaws, arrangements containing provisions that become operative in the event

of a change in control of the Company and other documents, policies and procedures in

the governance framework;

• reviewing annually the directors’ stock ownership levels to ensure compliance with our

director stock ownership requirements; and

• monitoring annually the education of Board members on matters related to their service on

the Board.

In addition, the Committee oversees the Shareholder Engagement Policy, recommends to the

Board any proposed changes to such policy, monitors the process for shareholders to communicate

with the Board, and assesses and recommends action on any matters raised in shareholder

communications relating to governance topics.

The Nominating and Governance Committee met nine (9) times in 2022. For further information

on the Committee, please see “How Nominees to our Board are Selected” beginning on page 43.

All members of the Nominating and Governance Committee during 2022 met the independence

requirements of the Nasdaq Stock Market.

Finance Committee

The purpose of the Finance Committee is to assist the Board in its oversight of the Company’s

financial policies, strategies, capital structure and allocation. The Committee’s primary duties and

responsibilities include:

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

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

• reviewing and advising the Board on financial considerations relating to the leasing,

purchase, sale, conveyance and other acquisition and disposition of stores, facilities and

real property;

• reviewing and evaluating new store openings and performance;

• reviewing and advising the Board on the annual capital budget and advising the Board on

major capital projects and commitments; and

• reviewing and advising the Board on acquisitions and divestitures and supporting the

Board’s review with management of previously effected acquisitions and divestitures.

The Finance Committee met three (3) times in 2022. In addition, the Chair separately engaged

in numerous in-depth discussions with members of management.

Sustainability and Corporate Social Responsibility Committee

The purpose of the Sustainability and CSR Committee is to assist the Board in its oversight of

the Company’s sustainability and environment and social-related risks and strategies, external reporting,

and workplace environment and culture. The Committee’s primary duties and responsibilities include:

• assisting the Board in discharging its responsibilities relating to oversight of the Company’s

strategies, policies and initiatives, and assessing, monitoring and making recommendations

to the Board, with respect to sustainability and corporate social responsibility matters,

including those related to environmental and social issues, human rights, labor, health and

safety, workplace environment and culture, vendor and supplier diversity, philanthropy, and

community and governmental engagement and relations;

• overseeing the Company’s strategies and policies related to human capital management,

including with respect to matters such as diversity, equity, and inclusion as it relates to the

Company’s workforce, workplace environment and culture, and the recruiting, selection,

talent development, progression and retention of the Company’s workforce;

• reviewing and discussing with management key human capital metrics for the Company’s

workforce that may be used by the Company; and

• at least semi-annually, evaluating, discussing, and, as appropriate, directing the disclosure

of the Company’s risks relating to corporate social responsibility and sustainability,

including the environment, human rights, labor, health and safety, workforce diversity,

supply chain, and similar matters affecting Company stakeholders.

The Sustainability and CSR Committee met three (3) times in 2022.

Meetings of the Board of Directors

The Board of Directors has scheduled four regular meetings in 2023 and recently held one of

these meetings in March 2023. The Board will hold special meetings when Company business requires.

During 2022, the Board held eighteen (18) meetings. Informational update calls are periodically

conducted during the year. Each member of the Board attended more than 75% of all Board meetings

and meetings of committees of which he or she was a member.

We expect each of our directors to attend the annual meeting of our shareholders. All of the

then incumbent directors were in attendance at the 2022 virtual annual meeting of our shareholders.

BOARD GOVERNANCE

Our Board operates within a strong set of governance principles and practices, including:

Governance Practice Dollar Tree’s Governance Policies and Actions

All directors elected annually

upon majority vote, except where

contested

YES Our Board is not classified, and in uncontested

elections our directors are elected by the vote of a

majority of the votes cast. See “Proposal

No. 1—Election of Directors” on page 111.

Robust Lead Independent

Director position

YES When our Board Chairman is not independent, a

Lead Independent Director is elected from among

the independent directors. Our Corporate

Governance Guidelines enumerate the robust

authority and responsibilities of the Lead

Independent Director in managing Board matters.

See “Board Leadership Structure” on page 32.

Enhanced director stock

ownership guidelines

YES Each director must hold Dollar Tree stock worth no

less than five times the annual cash retainer. See

“Director Stock Holding Requirements” on page 33.

Enhanced shareholder

engagement program

YES We formalized our policy to facilitate shareholder

access to senior management and independent

directors. See “Engagement with Shareholders” on

page 38.

A strong corporate commitment

to environmental stewardship

and sustainability

YES We have made a commitment to environmental

stewardship and are pursuing meaningful

strategies and initiatives that address the

sustainability risks associated with our business.

We strongly support policies that benefit our

customers, our associates, our communities and

our environment. See “Environmental and Social

Sustainability” on page 35.

Thoughtful approach to director

tenure and board diversity

YES We endeavor to include women and minority

candidates in the pool from which Board nominees

are chosen and to consider diverse directors for

leadership positions on the Board. While directors

have no term limit, the Board values the benefits of

regular board refreshment and annually reviews

director tenure. See “Board Diversity” and “Board

Tenure” on page 44.

Independence

Dollar Tree is committed to principles of good corporate governance and the independence of

a majority of our Board of Directors from the management of our Company. Of our eleven current

directors, the following ten have been determined by our Board to be independent directors within the

applicable listing standards of the Nasdaq Stock Market: Thomas W. Dickson, Cheryl W. Grisé, Daniel J.

Heinrich, Paul C. Hilal, Edward J. Kelly, III, Mary A. Laschinger, Jeffrey G. Naylor, Winnie Y. Park,

Bertram L. Scott and Stephanie P. Stahl.

All members of our Audit Committee, our Compensation Committee and our Nominating and

Governance Committee are independent under Nasdaq listing standards. Our Board has reviewed the

various relationships between members of our Board and the Company and has affirmatively determined

that none of our directors or nominees has material relationships with Dollar Tree, other than

Mr. Dreiling, who is a member of management. See “Certain Relationships and Related Transactions”

on page 101 for further information.

If the slate of directors proposed to be elected at the 2023 annual meeting of shareholders is

elected, all committees of our Board will continue to be comprised solely of independent directors. The

basis for an independence determination by our Board is either that the director has no business

relationship other than his or her service on our Board, or that while a director may have some

involvement with a Company or firm with which we do business, our Board has determined that such

involvement is not material and does not violate any part of the definition of “independent director” under

Nasdaq listing standards. None of our current executives sit on any of our committees.

At the regular meetings of our Board of Directors, a private session, without management

present, is conducted by the non-management members of our Board.

Board Leadership Structure

Our Board is led by our Chairman & CEO, our Vice Chairman and our Lead Independent

Director. As set forth in our Corporate Governance Guidelines, a Lead Independent Director is selected

by our independent directors when our Chairman is not independent. In March 2022, Edward J. Kelly,

III was elected as Lead Independent Director by the independent directors. Under our guidelines, the

Lead Independent Director has clearly defined and robust leadership authority and responsibilities,

including:

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

• in conjunction with the Chairman and the Vice Chairman, supporting a strong Board

culture and encouraging director participation by fostering an environment of open dialogue

and constructive feedback among the directors and facilitating communication across

Board committees and among the Chairman & CEO, the Vice Chairman, the Board as a

whole and Board committees (including the chairs of Board committees);

• communicating feedback from the Board regarding the performance of the Chairman &

CEO;

• presiding at shareholder and Board meetings in the event that the Chairman & CEO or the

Vice Chairman are absent or unable to act or if designated by the Vice Chairman in

accordance with our bylaws;

• setting the agenda for and presiding over executive sessions of solely independent

directors, and with the power to call meetings of the independent directors, with the

expectation that the Lead Independent Director will also coordinate feedback and follow-up

as appropriate with the Chairman & CEO, the Vice Chairman, and the chairpersons of

relevant Board committees and other directors, as appropriate, concerning matters

discussed among the independent directors;

• in conjunction with the Chairman & CEO and the Vice Chairman, setting the agenda for

meetings of the Board, advising the Chairman & CEO and the Vice Chairman as to the

Board’s information needs and working with the Chairman & CEO and Vice Chairman as

needed to coordinate and provide direction, feedback, changes, input and approval regarding

Board meeting agendas, schedules and materials in order to support Board deliberations

and enable sufficient time for discussion of all agenda items;

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

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

• being available, consistent with the Shareholder Engagement Policy described beginning

on page 38, for consultation and direct communication with shareholders when appropriate.

The Board has determined that its current leadership structure is the most appropriate for Dollar

Tree and its shareholders. The appointment of Mr. Dreiling as Chairman & CEO in 2022 has brought to

the Company a proven leader with extensive, highly relevant retail industry experience at all operating

levels, including success in the dollar store segment as the CEO and Chair of Dollar General Corporation

from 2008 to January 2016. The appointment of Mr. Dreiling as the CEO positions him to drive the

Board’s key initiatives and to generate long-term positive results for the Company and its shareholders.

The role of the Lead Independent Director, as described above, facilitates the active engagement of

our independent directors in the various aspects of the Board’s work and governance. We believe the

functioning of our Board is enhanced by having Mr. Dreiling as Chairman & CEO, Mr. Hilal as Vice

Chairman and Mr. Kelly as Lead Independent Director.

As part of the Company’s ongoing commitment to corporate governance, the Board periodically

considers its leadership structure and the role of the Lead Independent Director.

Director Stock Holding Requirements

In November 2022, the Board enhanced its stock ownership guidelines to require that each non-

employee director should hold Dollar Tree stock worth no less than five (5) times the annual cash

retainer paid to directors, valued on the date such director acquired the stock. Vested stock or stock units

beneficially owned by the director, including stock or stock units held in the 2013 Director Deferred

Compensation Plan, are counted in meeting the guidelines, but unexercised stock options are not

counted toward meeting the requirement. Under our policy, each director has five (5) years after he or

she is first elected to the Board to meet the director stock holding requirements. Consistent with

prior years, a majority of the directors chose to defer a meaningful portion of their annual cash retainer

as shares of common stock, ranging from 50% to 100% of total compensation for participating

directors during 2022. As of April 2022 all of the directors are in compliance with the Company’s stock

ownership guidelines.

Majority Voting in Uncontested Election of Directors

Our bylaws provide for majority voting in uncontested director elections. Consequently, a

director nominee will be elected by a majority of votes cast in uncontested director elections and by a

plurality of votes in contested elections.

In addition, our Corporate Governance Guidelines include a director resignation policy which

provides that any individual to be nominated by the Board to serve as a director in an uncontested

election must submit an irrevocable resignation which is contingent on such individual failing to receive

a majority of the votes cast in the election and acceptance of such resignation by the Board. Under

the policy, if a director does not receive a majority of the votes cast in the election, the resignation would

be considered by the Nominating and Governance Committee, which would recommend to the Board

what action to take with respect to the resignation. Our guidelines provide that the Board will act on the

recommendation of the Committee within 90 days following the certification of the shareholder vote,

and the Company will file a Form 8-K with the SEC describing the Board’s decision.

Board’s Role in Risk Oversight

The Board of Directors is actively involved in overseeing enterprise risk, primarily through the

assistance of its committees, which address the risks within their areas of responsibility as provided in

the committee charters or otherwise delegated by the Board to those committees. Each committee

reports matters relating to risk to the full Board. In addition, the Lead Independent Director is responsible

for facilitating director input and discussion regarding risks to the Company’s business.

The Audit Committee has a key role in the assessment of risks related to our business. At least

semi-annually, the Audit Committee reviews and discusses with senior management the Company’s

major risk exposures, including financial, operational, information security, data privacy, business

continuity and legal and regulatory risks, the steps the Company has taken to identify, monitor and

control such exposures, and the Company’s risk assessment and risk management policies, including

mitigation strategies. This includes a review and discussion of the Company’s annual risk assessment

conducted by the Internal Audit Department, which conducts an annual investigation and evaluation

of enterprise risk focusing on areas that are essential to the successful operation of the Company. The

Audit Committee engages in dialogue and receives updates at or between its meetings from the Vice

President of Internal Audit, the Chief Compliance Officer, the Chief Financial Officer, Chief Legal Officer

and the Chairman & CEO on matters related to risk. The Audit Committee shares appropriate

information with the Board, either at its next meeting or by other more immediate communication.

The Sustainability and CSR Committee oversees the Company’s risks relating to sustainability

and environment and social-related risks, including climate change and the environment, human rights,

labor, health and safety, workforce diversity, supply chain, and similar matters affecting Company

stakeholders. In carrying out its oversight role, the Committee is responsible for developing and

recommending to the Board policies and procedures relating to sustainability risks. The Chairman &

CEO and other members of management are responsible for assessing on an ongoing basis the

Company’s sustainability risks and providing regular reports to the Sustainability and CSR Committee

and/or the Board on the identification, evaluation, management and mitigation of those sustainability

risks.

The Compensation Committee, in setting executive compensation, considers risks that may be

implicated by our compensation programs and endeavors to set executive compensation at a level that

creates incentives to achieve long-term shareholder value without encouraging excessive risk-taking

to achieve short-term results. The Committee also oversees the Company’s human capital management

strategies and policies for key personnel and considers related risks.

The Finance Committee, oversees risks associated with the Company’s financial policies,

strategies, capital structure and allocation. The Finance Committee’s role includes reviewing and

advising the Board on significant financial and related transactions and reviewing and advising the Board

on the annual capital budget and major capital projects and commitments. The Finance Committee

regularly receives reports from the Chief Financial Officer and other members of management on the

Company’s cash flow and leverage positions.

Information Security Risk Management

The security of information shared with us by our customers, vendors and associates is

important to us. We employ a multi-layer approach in the implementation of our cybersecurity practices,

including:

• Application of the National Institute of Standards and Technology Cyber Security Framework

(NIST CSF)

• Payment Card Industry Data Security Standards (PCI-DSS) audits by trained and certified

assessors

• External audits, assessments and controls testing by qualified national consulting firms

conducted on an annual basis

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

• Monitored threat detection using artificial intelligence and behavior analysis

• Business continuity, disaster recovery and incident response exercises led by our Chief

Information Officer and Chief Information Security Officer

• Cyber security training for all associates, including simulated phishing exercises throughout

the year to measure and reinforce defensive measures

• Cyber risk insurance covering cyber related breaches and interruptions in the business

continuity of our computing environment

Our Audit Committee, which includes members that have cybersecurity experience, oversees

the Company’s management of risks relating to information security and data privacy. At least

semi-annually, the Audit Committee is responsible for reviewing and discussing with management the

Company’s risk exposures related to information security and data privacy. These management updates

are designed to inform the Audit Committee of any potential risks relating to information security or

data privacy as well as any relevant mitigation or remediation tactics being implemented.

To more effectively prevent, detect and respond to information security threats, the Company

has a dedicated Chief Information Security Officer (CISO) whose team is responsible for our overall

information security, cyber risk, and business continuity programs. The CISO serves as the designated

executive leader for cyber or data-related incident response activities.

We regularly conduct internal reviews and work with third-parties to identify and manage

information security risks. We have not experienced any computer data security breach in the past

three years and, as a result, we have not incurred any related expenses, penalties or settlements during

this period.

Environmental and Social Sustainability

Dollar Tree is committed to environmental and social sustainability, product safety, human

rights and human capital management, and continues to enhance its efforts in these areas. From its

beginning over thirty years ago, we have operated our business with integrity and concern for others. We

are focused each day on promoting a welcoming and safe environment for our customers and

associates. The principles that guide us are ingrained in our people and our operations. From the

global impact of climate change to the well-being of our associates to the safety of the products we

sell, Dollar Tree strives to stay focused on these values.

Board and Management Oversight

Our Board and management recognize the importance of assessing and planning for the

potential impact of climate change and other sustainability risks of our business. The Board took on

enhanced ESG oversight in 2020 by charging the then-named Nominating, Governance and Sustainability

Committee with responsibility for related risks. In 2022, the Board created a separate Sustainability

and CSR Committee specifically to monitor and evaluate the Company’s social impact, the sustainability

of its operations and environmental and other climate-related risks affecting our associates, our

customers, and other stakeholders.

Under its charter, the Sustainability and CSR Committee’s primary duties and responsibilities

include, at least semi-annually, to evaluate, discuss, and, as appropriate, direct the disclosure of the

Company’s risks relating to corporate responsibility and sustainability, including the environment, human

rights, labor, health and safety, workforce diversity, supply chain, and similar matters affecting our

stakeholders. The Committee is also responsible for developing and recommending to the Board policies

and procedures relating to the Company’s sustainability and corporate responsibility matters. At least

twice a year, the Committee reviews the Company’s initiatives related to diversity, equity and inclusion

(DEI) as it relates to workplace environment and culture, human capital management of the Company’s

workforce and talent development and retention of the Company’s workforce.

In 2022, Dollar Tree hired its first Chief Sustainability Officer who regularly engages with the

Sustainability and CSR Committee and the full Board. Through the work of our Chief Sustainability

Officer Dollar Tree has increased its focus and accelerated its activities to advance the Company’s

sustainability initiatives.

Sustainability Reporting and Engagement

We report on our Company’s environmental and social sustainability strategies, initiatives and

progress in our annual update which may be found on our website along with relevant policies. Our

enhanced 2022 report provides information on our progress toward our initial climate-related targets

and our DEI initiatives. To increase transparency and disclosure, our reporting is aligned with relevant

frameworks including SASB standards and the Task Force on Climate-related Financial Disclosures

(TCFD). Also in 2022, we participated in the CDP climate questionnaire for the first time to benchmark,

quantify and disclose our progress to manage our climate-related risks and opportunities.

Our sustainability initiatives are informed by our active engagement with our shareholders. In

2022, we engaged in productive dialogue on a variety of topics including environmental and social

sustainability. Also, in 2022, shareholders voted in favor of a shareholder proposal regarding climate

transition planning. Since the 2022 annual shareholders’ meeting, we have been in constant

communications with the shareholder proponent regarding our work to respond to the shareholder

proposal.

Environmental Sustainability and Climate Action

We recognize that sustainability is important to our stakeholders and to our business. We are

focused on pursuing meaningful initiatives that minimize our environmental impact while reducing costs

and driving efficiency, which we believe reduces risk and ultimately ensures the creation of sustainable

shareholder value.

Starting in 2020, Dollar Tree began to define and measure its carbon emissions footprint, to set

initial greenhouse gas (GHG) emissions targets, and to prepare a formal climate disclosure report and

plan. Our GHG emissions come from the energy we consume across our stores and distribution

centers, the emissions associated with the production of the goods we sell, and the transportation of

those goods from our suppliers to our stores. In 2021, we set our first-generation climate-related goals

which included (i) a goal to reduce Scope 1 and 2 greenhouse gas emissions by 25% per square foot

across our retail stores, distribution centers and Store Support Center, and (ii) a goal to engage with

our top suppliers to understand their sustainability commitments and set a target of 75% of our supplier

spend for merchandise to be with companies which have measurable greenhouse gas reduction or

renewable energy targets by 2031.

Building on our initial targets to reduce our GHG emissions, Dollar Tree has recently committed

to set our ambition to achieve net zero Scope 1, 2 and 3 emissions by 2050 and to announce 1.5 degree

aligned near-term Scope 1, 2 and 3 emissions reduction targets on or before June 30, 2024. More

information about our climate efforts will appear in the Company’s 2023 corporate sustainability update,

which will be made available on our website prior to the 2023 annual shareholders’ meeting.

Responsible Sourcing, Product Safety and Sustainability

We are dedicated to offering our customers products that are safe, reliable, and ethically

sourced and manufactured. That means taking extra care to examine the practices of our vendors and

manufacturers so that we can minimize our environmental impact and source natural resources

responsibly while working to create a humane supply chain. We promote and audit compliance with our

Vendor Code of Conduct, Human Rights Policy, and other relevant policies to assure alignment with

labor, health and safety, human trafficking, non-discrimination, and other legal requirements. We will not

do business with factories that do not respect basic human rights.

We have also adopted a chemical policy to identify and reduce chemicals of high concern in

our products and are members of the Chemical Footprint Project. We continue to evaluate our chemical

priority list to incorporate new chemicals of concern so that we can continue evolving our requirements

around high-priority chemicals as new information and recommendations become available. In

addition, we utilize independent and certified companies to test products that we import to assure that

they meet or exceed all regulatory, legal or industry standards. We have one of the most robust testing

programs for children’s products, assuring that testing is done using random sample collection, often

multiple times on each production run.

Human Capital Management

We serve thousands of communities across North America through the hard work and

dedication of more than 200,000 associates working at our stores, distribution centers and Store

Support Center (SSC). We believe in the growth and development of our associates and provide

professional and leadership development experiences, including online and instructor-led trainings to

assist associates in their current role and help prepare them for future growth.

We are committed to providing market-competitive pay for all positions, and we are a pay for

performance organization with performance-based compensation opportunities at almost all levels of

the organization, including hourly paid positions. Both Dollar Tree and Family Dollar have implemented

a Store Manager Bonus Program, which rewards store managers for strong performance. We also

offer benefits to eligible associates such as participation in our 401(k) plan and Employee Stock

Purchase Plan in order to help our associates plan for their retirement. All full-time and part-time

associates are eligible for competitive health and welfare benefits, including medical, dental, vision,

disability, life insurance and other benefits.

Workplace Safety

Our associates and customers drive our success. Providing them with a safe environment for

both working and shopping is essential. We strive to maintain a culture of safety and continuous

improvement, which begins with our leaders modeling the behaviors we want our associates to adopt

and developing the necessary resources and training to support our associates across a range of

workplace safety topics.

Diversity, Equity and Inclusion

We continue to build a rewarding, engaging, diverse and inclusive work environment. In 2020,

we formed the DEI Executive Council comprised of senior leaders from across the Company who are

charged with creating a DEI engagement strategy aligned with our business goals. In addition to helping

to foster a culture of diversity and inclusion, the DEI Executive Council has helped to drive accountability

at the senior management level for progress on key DEI initiatives. Among its many activities, the

DEI Executive Council has overseen the formal development of Associate Resource Groups (ARGs)

including Champions of Women, Pride LGBTQ+ and the Black Advocates Alliance (BAA); unconscious

bias training; and the creation of an Allyship Guide for associates.

In 2022, under the Board’s oversight, we have set a series of initial DEI commitments for the

Company. To ensure success, we hired the company’s first Chief Diversity Officer (CDO) to lead our

efforts moving forward. The CDO, in collaboration with senior leadership, will review and expand our

current DEI strategy and efforts. We are also developing and validating systems that bring visibility to our

DEI metrics and progress via a dashboard available to our senior leadership and Board. Finally, we

plan to further integrate a DEI focus into the range of Company talent life cycle programs, policies, and

practices, including talent attraction, development, and succession planning.

Code of Ethics

Our Board has adopted a Code of Ethics for all our employees, officers and directors, including

our Chief Executive Officer and senior financial officers. The Code of Ethics reflects our commitment to

conducting business in an ethical and lawful manner. Among other things, our Code of Ethics addresses

such topics as honest and ethical conduct, valuing our associates, workplace and product safety, conflicts

of interest, relationships with vendors, compliance with laws, and the protection of Company assets.

Our Code of Ethics may be viewed at www.corporate.dollartree.com/investors/governance/

governance-documents. In addition, a printed copy of the Code will be provided to any shareholder

upon request submitted to the Corporate Secretary at our corporate headquarters address, which is

500 Volvo Parkway, Chesapeake, VA 23320.

Any amendments to, or waivers of, the Code of Ethics applicable to our directors, executive

officers, principal accounting officer or controller or persons performing similar functions, will be posted

on our website at www.corporate.dollartree.com/investors/governance/governance-documents.

Engagement with Shareholders

We value regular, constructive conversations with our shareholders. These communications

provide us with an opportunity to gain valuable insights and understanding with respect to shareholder

interests and priorities. The Board’s commitment to shareholder outreach is reflected in its shareholder

engagement policy included in our Corporate Governance Guidelines, which is intended to foster

long-term, collaborative relationships with shareholders.

In 2022, we continued our engagement with shareholders to understand their views on issues

of importance to them. The principal topics of engagement included:

• our long-term business strategy and initiatives;

• our executive compensation program;

• environmental impact and sustainability matters, including climate change; and

• investments in our associates, including diversity, equity and inclusion.

In addition, prior to the Board’s approval of the Stewardship Framework Agreement in

March 2022, members of our Board engaged with shareholders owning more than 50% of the

Company’s common stock to better understand their perspectives on our business strategy and

leadership. The feedback from our shareholders was an important factor in the Board’s consideration

of the governance changes contemplated by the Stewardship Framework Agreement, including the

reconstitution of the Board and the changes in our Board leadership.

Although our senior executive officers and investor relations department are primarily

responsible for our communications and engagement with shareholders, our independent directors

may also be involved in shareholder engagement from time to time as appropriate.

Communications with the Board

Shareholders and other interested parties seeking to communicate with any individual director

or group of directors may send correspondence by mail to Dollar Tree Board of Directors, c/o Corporate

Secretary, 500 Volvo Parkway, Chesapeake, VA 23320, or by email to CorpSecy@DollarTree.com.

The Corporate Secretary has been instructed by the Board to forward all communications, except those

that are clearly unrelated to Board or shareholder matters, to the relevant Board members.

DIRECTOR COMPENSATION

Director compensation is established by the Board of Directors and periodically reviewed. The

table below sets out the compensation structure for non-employee directors in fiscal year 2022. The non-

employee director compensation was designed to:

• Simplify and streamline non-employee director compensation

• Provide for 50% of the annual retainer to be awarded as equity, consistent with market

practice and good governance and to align directors’ interests with those of shareholders

• Recognize the responsibility and workload expected of the Chairs of the standing

Committees and the Lead Independent Director, while generally maintaining an overall

market competitive level of non-employee director compensation

• Support an equitable allocation of Committee Chair and member responsibility and

workload

In September 2022, the Compensation Committee, with the support of its compensation

consultant, Meridian Compensation Partners, completed a peer benchmarking review of the non-

employee director compensation program and determined that the compensation program was aligned

with the market.

Compensation Element

Non-Employee Director

Compensation

Retainer •Annual cash retainer $150,000

•Annual equity award $150,000

•Total annual retainer $300,000

Lead Independent Director $50,000

Audit Committee Chair $40,000

Compensation Committee Chair $35,000

Nominating and Governance Committee Chair $35,000

Finance Committee Chair $30,000

Sustainability and Corporate Social Responsibility

Committee Chair

$30,000

Committee Members No committee member fees

Meeting Fees No meeting fees

The Board may also authorize additional fees for ad hoc committees, if any. We do not offer

non-equity incentives or pension plans to non-employee directors.

Under our shareholder-approved 2013 Director Deferred Compensation Plan, directors may

elect to defer receipt of all or a portion of their Board and committee fees to be paid at a future date in

either cash or shares of common stock, or to defer all or a portion of their fees into non-statutory stock

options. Deferral elections must be made by December 31 for the deferral of fees in the next calendar

year and must state the amount or portion of fees to be deferred; whether and to what extent fees are to

be deferred in cash or shares or paid in the form of options; in the case of deferral into cash or

shares, whether the payout shall be in installments or lump sum; and the date on which such payout

will commence. In the case of deferrals into options, the number of options to be credited is calculated

by dividing the deferred fees by 33% of the closing price on the first day of each calendar quarter,

which is the date of grant. The options bear an exercise price equal to the closing price on the date of

grant and are immediately exercisable. Deferrals into cash or stock are recorded in unfunded and

unsecured book-entry accounts. Deferred shares to be credited are calculated by dividing the deferred

fees by the closing price on the first day of each calendar quarter. If cash dividends are declared,

deferred share accounts are credited with a corresponding number of deferred shares, based on the

market price on the dividend date. In the case of deferrals into a deferred cash account, interest is

credited to the account at the beginning of each quarter based on the 30-year Treasury Bond rate then

in effect. The plan described in the foregoing sentences expires on June 30, 2023, and the Board has

adopted a replacement non-employee director deferred compensation program under the shareholder-

approved 2021 Omnibus Incentive Plan. The new program is similar to the 2013 plan except that,

effective July 1, 2023, directors will no longer have the ability to defer fees into stock options. See the

Director’s Compensation Table below for a description of deferrals in the most recent fiscal year.

The following table shows compensation paid to each independent director who served as a

director during fiscal year 2022. Directors who serve as executive officers of the Company do not

receive director compensation (compensation information for Richard Dreiling and Michael Witynski

can be found beginning on page 77).

Name

Fees Earned

Paid in Cash

($)

(1)

Stock Awards

($)

(2)

All Other

Compensation

($)

Total

($)

Arnold S. Barron

(3)

$—$—$—$—

Gregory M. Bridgeford

(4)

50,000 — — 50,000

Thomas W. Dickson 150,000 150,000 — 300,000

Cheryl W. Grisé 192,476 193,562 386,038

Daniel J. Heinrich 187,274 193,562 380,836

Paul C. Hilal

(5)

————

Edward J. Kelly, III 394,497 193,562 588,059

Mary A. Laschinger 156,062 193,562 349,624

Lemuel E. Lewis

(3)

————

Jeffrey G. Naylor 240,000 150,000 — 390,000

Winnie Y. Park 150,000 150,000 — 300,000

Bertram L. Scott 156,062 193,562 349,624

Stephanie P. Stahl 230,000 150,000 — 380,000

Carrie A. Wheeler

(3)

————

Thomas E. Whiddon

(3)

————

(1) This column shows amounts earned for retainers and fees, including fees paid for service on

standing and ad hoc committees, not reduced for deferrals.

(2) This column includes the grant date fair value of shares granted (i) on April 18, 2022 to newly

appointed non-employee directors in the aggregate amount $43,562 as a pro rata grant for

service from March to June 2022, and (ii) on July 1, 2022 to all non-employee directors in the

aggregate amount of $150,000 pursuant to the annual director equity awards. The number

of shares were determined by dividing the value of the equity award by the Company’s closing

share price on the date of grant ($172.03 on April 18, 2022 and $156.27 on July 1, 2022).

(3) Ms. Wheeler and Messrs. Barron, Lewis and Whiddon left the Board on March 16, 2022 prior

to the payment of fees in fiscal year 2022.

(4) Mr. Bridgeford left the Board on March 16, 2022. He received a payment for his service on an

ad hoc committee in fiscal year 2022 and received no additional payments in fiscal year

2022.

(5) Mr. Hilal has waived all fees and stock awards for service as a director.

The following table shows, for each of our non-employee directors, amounts deferred in fiscal

year 2022 under our 2013 Director Deferred Compensation Plan, the number of shares underlying

those deferrals and the aggregate number, as of January 28, 2023, of outstanding stock options,

including options obtained through deferral of fees (all of which are fully vested), and deferred shares:

Name

Amounts

Deferred in

2022

($)

(1)

Underlying

Amounts

Deferred in

2022

(#)

Total

Deferred

Shares (#)

Options

Outstanding,

including

Options

Acquired

through

Deferral of

Fees (#)

Total Shares

Underlying

Options

and Deferred

Amounts (#)

Arnold S. Barron $ — — 0 — —

Gregory M. Bridgeford — — 14,981 — 14,981

Thomas W. Dickson 300,000 1,975 8,654 — 8,654

Cheryl W. Grisé 386,038 2,488 2,488 — 2,488

Daniel J. Heinrich 284,699 1,815 1,815 — 1,815

Paul C. Hilal — — — — —

Edward J. Kelly, III 381,062 2,456 2,456 — 2,456

Mary A. Laschinger 193,562 1,213 1,213 — 1,213

Lemuel E. Lewis — — — — —

Jeffrey G. Naylor 270,000 1,782 9,191 2,803 11,994

Winnie Y. Park 37,500 265 265 — 265

Bertram L. Scott 193,562 1,213 1,213 — 1,213

Stephanie P. Stahl 266,250 1,753 9,975 — 9,975

Carrie A. Wheeler — — — — —

Thomas E. Whiddon — — — — —

(1) This column shows the dollar amount of retainers and fees deferred in 2022 under the 2013

Director Deferred Compensation Plan. Directors may choose to defer a portion or all of their

fees into a deferred cash account, common stock equivalents (which we call “deferred

shares”) or options, as more fully described in the narrative in this section.

HOW NOMINEES TO OUR BOARD ARE SELECTED

Candidates for election to our Board of Directors are recommended by our Nominating and

Governance Committee and approved by our full Board of Directors for consideration by the

shareholders. The Nominating and Governance Committee operates under a charter, which is available

on our corporate website at https://www.dollartreeinfo.com/corporate-governance. A copy of the

charter is also available to all shareholders upon request, addressed to our Corporate Secretary at the

address on page 35. All members of the Committee are independent under the standards established

by the Nasdaq Stock Market.

In addition, our bylaws enable eligible shareholders to have their own qualifying director

nominee(s) included in the Company’s proxy materials, along with candidates nominated by our Board

of Directors, as described in further detail under “Proxy Access” on page 46.

Our Nominating and Governance Committee also considers candidates recommended by

shareholders. Shareholders may recommend candidates for Nominating and Governance Committee

consideration by submitting such recommendation using the methods described under the “Shareholder

Nominations for Election of Directors” section on page 45 and “Communications with the Board” on

page 39. In making recommendations, shareholders should be mindful of the discussion of minimum

qualifications set forth in the following paragraph. Although a recommended individual may meet the

minimum qualification standards, it does not imply that the Nominating and Governance Committee

necessarily will nominate the person recommended by a shareholder.

In evaluating candidates for election to the Board, our Nominating and Governance Committee

takes into account the qualifications of the individual candidate as well as the composition of the Board

as a whole.

Among other things, the Committee considers:

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

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

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

• the need of the Board for directors having relevant knowledge, diversity of background and

experience in areas including operations, finance, accounting, technology, marketing,

merchandise, human capital management and talent development,

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

• whether the candidate is free of conflicts and has the time required for preparation,

participation and attendance at meetings.

Stewardship Framework Agreement

On March 8, 2022, the Company entered into a Stewardship Framework Agreement with

affiliates of Mantle Ridge, LP, a registered investment advisory firm, which has a combined beneficial

ownership interest in approximately 5.8% of the Company’s outstanding shares of common stock. The

Stewardship Framework Agreement provided for the appointment of seven new directors (all of

whom were re-elected at the 2022 annual shareholders’ meeting), changes in our Board leadership

and other positive governance changes. Pursuant to the Stewardship Framework Agreement, if Mr. Hilal

or a New Director (as defined therein) cannot serve or ceases to serve on the Board during the term

of the Stewardship Framework Agreement, Mantle Ridge will have the right to designate a replacement,

subject to certain conditions set forth in the Stewardship Framework Agreement. There are also

replacement provisions in the Stewardship Framework Agreement in the event that a Continuing

Director (as defined therein) ceases to serve or stand for election at an annual meeting.

The Stewardship Framework Agreement is more fully described in, and is attached as an

exhibit to, the Company’s Current Report on Form 8-K filed on March 8, 2022 with the SEC.

Board Diversity

The Board values diversity, in its broadest sense, reflecting, but not limited to, geography,

gender, age, sexual orientation, race, ethnicity, national origin, and life experience and is committed to

a policy of inclusiveness. The Nominating and Governance Committee is responsible for making

recommendations regarding the size, composition and diversity of the Board and its committees, and

seeks to include women and minority candidates in the qualified pool from which Board candidates are

chosen. The reconstitution of the Board in March 2022 resulted in the appointment of a diverse

group of directors, including Cheryl Grise, Mary Laschinger and Bertram Scott. Our Board now includes

four women, one of whom is a person of color, and a second minority member. The Company currently

exceeds the board diversity objectives included in Nasdaq’s Board Diversity Rule. If elected by our

shareholders, the Committee will continue to consider women and minority directors for leadership

positions on the Board and its committees.

The following chart summarizes certain self-identified personal characteristics of our directors,

in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to

it in the rule and related instructions. As indicated in the chart, the Company more than meets Nasdaq’s

diversity requirements.

BOARD DIVERSITY MATRIX (AS OF APRIL 1, 2023)

BOARD SIZE:

Total number of directors 11

FEMALE MALE

NON-

BINARY

DID NOT

DISCLOSE

GENDER

Part I: Gender Identity

Directors 4700

Part II: Demographic Background

African American or Black 0100

Alaskan Native and Native American 0000

Asian 1000

Hispanic or Latinx 0000

Native Hawaiian or Pacific Islander 0000

White 3600

Two or More Races or Ethnicities 0000

LGBTQ+ 0

Did Not Disclose Demographic Background 0

Board Tenure

The Board does not believe it should formally limit the number of terms for which an individual

may serve as a director at the outset of a director appointment. Directors who have served on the

Board for an extended period of time can provide valuable insight into the operations and future of the

Company and matters of Board oversight based on their experience with and understanding of the

Company’s history, policies and objectives. Nevertheless, the Board strongly values fresh insight and

novel approaches provided by new or recently appointed directors.

In the past several years, the Board has been engaged in an effort to achieve a “fit-for-

purpose” Board. The reconstitution of the Board in March 2022 resulted in the addition of seven new

directors to the Board and the retirement of six incumbent directors. The current tenure profile of our

Board consists of four directors with three to five years in tenure and seven directors with two years or

less in tenure.

The Nominating and Governance Committee from time to time engages search firms to assist

the Committee in identifying potential Board nominees, and we pay such firms a fee for conducting

such searches. With the assistance of independent third-party consultants, the Nominating and

Governance Committee conducts significant amounts of due diligence to ensure that a nominee

possesses the qualifications, qualities and skills necessary to serve as a member of our Board.

Shareholder Nominations for Election of Directors

Shareholders generally can nominate persons to be directors by following the procedures set

forth in our bylaws. In short, these procedures require the shareholder to deliver a written notice

containing certain required information in a timely manner to our Corporate Secretary at our corporate

headquarters address, which is located at 500 Volvo Parkway, Chesapeake, VA 23320. To be timely, the

notice must be sent either by personal delivery or by United States certified mail, postage prepaid,

and received by the Company no later than 90 days and no sooner than 120 days in advance of the

anniversary date of the previous year’s annual meeting. If no annual meeting was held in the previous

year, or the date of the applicable annual meeting has been changed by more than 30 days from the date

contemplated at the time of the previous year’s proxy statement, notice must be sent not later than

the close of business on the later of 90 days before the date of the applicable annual meeting and

10 days following public announcement of the meeting date. The notice must contain all of the information

required by our bylaws, including information about the shareholder proposing the nominee and about

the nominee. In addition to satisfying the notice and other requirements of our bylaws, shareholders who

intend to solicit proxies in support of director nominees, other than the Company’s nominees, must

also comply with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as

amended, relating to universal proxies. A copy of our bylaws can be found online at

www.dollartreeinfo.com/corporate-governance.

Each shareholder’s notice to the Corporate Secretary must include, among other things:

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

• a representation that the shareholder is a shareholder of record of our Company’s capital

stock and intends to appear in person or by proxy at such meeting to nominate the person or

persons specified in the notice;

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

and

• a description of all arrangements or understandings between such shareholder and each

nominee and any other person or persons (naming such person or persons) pursuant to

which the nomination or nominations are to be made by such shareholder.

For each person nominated, the notice to the Corporate Secretary must also include, among

other things:

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

• his or her principal occupation or employment;

• the class and number of shares of our capital stock beneficially owned by such person;

• any other information relating to such person that is required to be disclosed in solicitations

of proxies for election of directors or is otherwise required by the rules and regulations of

the SEC promulgated under the Securities Exchange Act of 1934, as amended; and

• the written consent of such person to be named in the proxy statement as a nominee and

to serve as a director if elected.

Proxy Access

Under the Company’s proxy access bylaw, a shareholder or a group of shareholders owning at

least three percent (3%) of the Company’s outstanding common stock continuously for at least

three years, may nominate and include in our proxy materials director nominees not to exceed the

greater of two (2) directors or twenty-five percent (25%) of the Board (rounded down), provided that

the shareholders and nominees have complied with the requirements set forth in our bylaws and

applicable law. Among other things, shareholders who wish to include director nominations in our proxy

statement must follow the instructions in our bylaws as described in the “Shareholder Nominations for

Election of Directors” section above.

EXECUTIVE OFFICERS

In 2022 we began a process of transformational change with the appointment of our new

Chairman & CEO, Richard Dreiling, and the hiring of several new executive leaders, including a new

Chief Financial Officer, Chief Operating Officer, Chief Supply Chain Officer, Chief Information Officer and

Chief Merchandising Officer for Family Dollar, all of whom have the skills and experience needed to

drive growth and improve our operating performance.

Our executive officers as of April 1, 2023 are as follows:

NAME POSITION

Richard W. Dreiling Chairman and Chief Executive Officer

Robert Aflatooni Chief Information Officer

Michael Creedon Chief Operating Officer

Jeffrey Davis Chief Financial Officer

John Flanigan Chief Supply Chain Officer

Jennifer Hulett Chief Human Resources Officer

Lawrence J. Gatta, Jr. Chief Merchandising Officer—Family Dollar

Richard L. McNeely Chief Merchandising Officer—Dollar Tree

Our executive officers are appointed by the Board and serve at the discretion of the Board. We

do not have employment agreements with our executive officers other than Mr. Dreiling. For details on

Mr. Dreiling’s employment agreement see “Key Compensation Decisions For 2022—Compensation of

Executive Chairman” on page 54, and “Key Compensation Decisions For 2023—Compensation of

Chief Executive Officer” on page 56. We have entered into change in control Retention Agreements

and Executive Agreements with certain of our executive officers by which, in consideration for certain

restrictive covenants, including a covenant not to compete, the Company has agreed to provide payments

and benefits under certain circumstances following termination of employment. See “Termination or

Change in Control Arrangements” and “Potential Payments upon Termination or Change in Control”

beginning on pages 69 and 86, respectively.

Executive Officer Biographies

Biographical information for Mr. Dreiling is provided in the “Director Biographies” section

beginning on page 16. Biographical information for our other executive officers is provided below.

ROBERT AFLATOONI

Chief Information Officer

Mr. Aflatooni, age 53, has served as the Chief Information Officer of Dollar

Tree since July 2022. Mr. Aflatooni brings to the Company over 20 years

of leadership experience in information technology operations in multiple

industries including over a decade in retail information technology

operations. From August 2018 to July 2022 he was the Executive Vice

President, Chief Information Officer for The Howard Hughes Corporation.

From March 2011 to April 2018 he was Vice President of IT Operations,

Architecture and Merchandising at Dollar General. Prior to 2011

Mr. Aflatooni held multiple information technology development and

leadership positions at Dollar General, Yum! Brands, CapitalOne,

LayerOne and SilverLeaf Resorts.

MICHAEL CREEDON

Chief Operating Officer

Mr. Creedon, age 47, has served as the Chief Operating Officer of Dollar

Tree since October 2022. Mr. Creedon brings to the Company retail

operations and leadership experience, the most recent of which was his

role as the Executive Vice President of U.S. Stores at Advance Auto Parts,

Inc. During his tenure at Advance Auto Parts, Inc. he also served as the

President, U.S. Stores from March 2020 to March 2021, President, North

Division from February 2017 to March 2020, and President, Autopart

International from 2013 to 2017. From 1999 to 2013 Mr. Creedon served

in various leadership roles at Tyco International and ADT Security

Services, Inc.

JEFFREY DAVIS

Chief Financial Officer

Mr. Davis, age 60, has served as the Chief Financial Officer of Dollar Tree

since October 2022. Prior to joining Dollar Tree, Mr. Davis served as the

Chief Financial Officer of Qurate Retail Group, Inc. from October 2018 to

October 2022. From 2017 to 2018 he served as the Executive Vice

President and Chief Financial Officer of J.C. Penney Company, Inc. Prior

to 2017, he served as the Chief Financial Officer of Darden Restaurants,

Inc. and Executive Vice President and Chief Financial Officer of the U.S.

segment of Walmart Inc.

JOHN FLANIGAN

Chief Supply Chain Officer

Mr. Flanigan, age 71, has served as the Chief Supply Chain Officer of

Dollar Tree since May 2022. Mr. Flanigan is responsible for enterprise-

wide supply chain operations. He brings to the Company over 25 years of

experience in retail supply chain operations, most recently as the former

Executive Vice President of Global Supply Chain for Dollar General from

2010 to 2016. Prior to Dollar General, Mr. Flanigan held multiple

leadership positions in supply chain and logistics at Longs Drug Stores

Corporation, Safeway Inc., Vons, Specialized Distribution Management

Inc. and Crum & Crum Logistics.

JENNIFER HULETT

Chief Human Resources

Officer

Ms. Hulett, age 43, has served as Chief Human Resources Officer of

Dollar Tree since January 2022. Ms. Hulett is responsible for all Human

Resource departments for Dollar Tree, Family Dollar and Dollar Tree

Canada. Prior to joining Dollar Tree, Ms. Hulett was the Executive Vice

President & Chief Human Resources Officer of Core-Mark. From 2015 to

2020, she was the Vice President of Ericsson North America and Chair of

the Benefits and Pension Advisory Committee. From 2002 to 2015

Ms. Hulett served in multiple Human Resources leadership roles at

General Electric, including Global Vice President of Human Resources.

LAWRENCE GATTA, JR.

Chief Merchandising

Officer—Family Dollar

Mr. Gatta, age 63, has served as the Chief Merchandising Officer—Family

Dollar since May 2022. Mr. Gatta brings to the Company more than

35 years of retail industry and marketing experience. Mr. Gatta served as

the Senior Vice President, General Merchandise Manager for

consumables and non-consumables during his tenure at Dollar General

from 2009 to 2020. Prior to Dollar General, Mr. Gatta held leadership

positions in merchandising and marketing, including Chief Marketing

Officer at Longs Drug Stores, Inc.

RICHARD McNEELY

Chief Merchandising

Officer—Dollar Tree

Mr. McNeely, age 64, has served as the Chief Merchandising Officer of

Dollar Tree since May 2017. From December 2019 to May 2022 he also

served as the Chief Merchandising Officer for the Family Dollar banner.

From 2008 to 2017 he served as Senior Vice President of Merchandising

of Dollar Tree Stores. Prior to joining Dollar Tree, Mr. McNeely spent the

first 28 years of his retail career in roles of increasing responsibility within

merchandising, marketing, global sourcing, and store operations with

several retail companies, including Dollar General, Rose’s Stores and

Fred’s, Inc.

COMPENSATION COMMITTEE REPORT

ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed the following Compensation Discussion and

Analysis and discussed it with our management. Based on this review and discussion, the Compensation

Committee recommended to the Board of Directors that the Compensation Discussion and Analysis

be included in the Company’s proxy statement for the 2023 annual meeting of shareholders.

SUBMITTED BY THE COMPENSATION COMMITTEE

Thomas W. Dickson Cheryl W. Grisé (Chair) Paul C. Hilal Mary A. Laschinger Winnie Y. Park

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) focuses on how our Named Executive

Officers (“NEOs”) were compensated for fiscal 2022 and how their fiscal 2022 compensation aligned

with our pay for performance philosophy.

For fiscal 2022, our NEOs were:

Name Title

Michael Witynski Former President and Chief Executive Officer

Jeffrey Davis Chief Financial Officer

Kevin Wampler Former Chief Financial Officer

Richard Dreiling Executive Chairman

Lawrence Ga tta, Jr. Chief Merchandising Officer—Family Dollar

Alasdair James Former Executive Vice President,

Merchandising and Supply Chain

Thomas O’Boyle, Jr. Former Enterprise Chief Operating Officer

Richard McNeely Chief Merchandising Officer—Dollar Tree

Mr. Witynski served as our President and Chief Executive Officer for fiscal 2022. Effective at

the start of our 2023 fiscal year, Mr. Dreiling was appointed Executive Chairman and Chief Executive

Officer of the Company. Mr. Davis succeeded Mr. Wampler as Chief Financial Officer of the Company on

October 3, 2022.

In order to present our executive compensation program in an understandable manner, the

CD&A has been organized into the following sections:

A. Executive Summary—an overview of compensation decisions and program updates.

B. Compensation Principles—the fundamental tenets upon which our compensation program is

built.

C. Components of Executive Compensation—the specific elements of the compensation program

and 2022 pay.

D. Compensation Governance—key policies that govern the operation of the plans.

It is important to read the CD&A in conjunction with the detailed tables and narrative descriptions

under “Annual Compensation of Executive Officers” beginning on page 77 of this proxy statement.

A. EXECUTIVE SUMMARY

Fiscal 2022 was the start of our transformational journey which included improvements in our

products, pricing, associate engagement and governance. We completed the successful implementation

of the $1.25 initiative for the Dollar Tree banner. The move to the $1.25 price point gave us greater

flexibility to deliver a more meaningful product assortment and greater value to our customers. Our

customers responded positively to the refined assortment leading to a strong rebound in consumable

sales throughout fiscal 2022 for the Dollar Tree segment. We also made price investments in our Family

Dollar business resulting in increased traffic and improvements in comparable store sales.

Our associates are a vital part of our success. We recognize that to be successful we need our

associates to be well trained, highly motivated and fully supported by our business. In 2022 we launched

a listening and engagement campaign that has become a normal part of our operation. Through our

engagement activities we have collected feedback that has been key to improving our operation and

reenergizing our associates. We have developed new programs to improve store standards, working

conditions and workplace safety. As previously announced, we are developing plans to make additional

multi-year strategic investments in key areas of our business, which are expected to include, among

others, investments in associate wages and enhanced safety and working conditions.

Our ability to successfully implement this transformation requires highly skilled leadership from

the Board and the executive leadership team. In 2022 the Board was reconstituted with new Board

leadership and seven new directors. Our newly refreshed Board is comprised of diverse leaders with

the combined expertise and experience in the areas of environmental, social and governance that are

necessary to advance the Company’s growth and ESG initiatives. In 2022 we also assembled a new

team of executive leaders with extensive experience in the key areas of focus for the Company.

Under the leadership of our new Chairman & CEO, we believe that the Company is well positioned to

drive transformational change.

Business Highlights

Organizational Leadership Changes

In 2022, the Board of Directors changed the executive leadership team to bring in fresh

perspectives and new experiences and to accelerate our continued growth. The new group of senior

executive leaders includes, among others, Jeffrey Davis, our Chief Financial Officer; Michael Creedon,

our Chief Operating Officer; Jennifer Hulett, our Chief Human Resources Officer; Lawrence Gatta,

our Chief Merchandising Officer—Family Dollar; and Robert Aflatooni, our Chief Information Officer.

For 2023, our executive team will be led by Richard Dreiling, who was appointed as Chief Executive

Officer of the Company at the start of the 2023 fiscal year and will continue to serve as Chairman. These

leadership changes have positioned the Company to advance the strategic developments that are

needed to drive growth and accelerate our transformation initiatives.

To continue our success going forward, it is critical that we motivate and retain our highly

talented executive team to execute our corporate strategic vision, business plans and initiatives. To do

so, our Compensation Committee has developed incentive programs to reward executives for superior

performance relative to goals that align the interests of executives with the interests of our long-term

shareholders.

2022 Financial Performance

We are one of North America’s leading operators of discount variety stores, operating more

than 16,000 discount variety retail stores under the names of Dollar Tree, Family Dollar and Dollar Tree

Stores Canada. Highlights for fiscal 2022 include:

Net Sales

Increase

7.6%

Share Repurchases

$647.5 Million

EPS Growth

24%

Comparable Store

Sales Growth

5.9%

Increase in

Operating Income

23.5%

2020

Cumulative Increase in

Total Shareholder Return*

*Assumes an investment of $100 in our common stock on January 31, 2020

2021 2022

10%

20%

30%

40%

50%

60%

70%

80%

Summary of 2022 Compensation Program

▶ Base Salaries The Compensation Committee increased base salaries based on

various factors, including job performance and market

benchmarking.

▶ Annual Cash Incentive

Bonus Opportunity

There were no changes in the target annual incentive opportunity

for continuing NEOs in 2022 from the target opportunity in effect

at the end of fiscal year 2021. The target percentages were

market competitive and reflected performance and internal equity.

▶ Annual Cash Incentive

Performance Goal

There was a rigorous process to set the enterprise adjusted

operating income goal, which accounts for 100% of the annual

cash incentive performance goal in 2022. The cash incentive

program has a threshold performance level of 85% of the

applicable target, which must be met or exceeded in order for any

payout to be earned, with a maximum payout for performance at

115% of target.

▶ Annual Cash Incentive

Payout

In 2022, the Company achieved enterprise adjusted operating

income of $2,311.5 million, which was 92.91% of the target

amount. This resulted in payouts of 64.55% of the target amount

to our executive officers.

▶ Long Term Incentive

Awards—Performance

Stock Units

Performance Stock Units (PSUs) were earned based on

performance achievement against a 1-year enterprise adjusted

EBITDA goal. The award vests over a period of three years, with

one-third of the award vesting on each anniversary of the grant

date. In 2022 the Company achieved adjusted EBITDA of

$3,079.5 million, which was 95.4% of the enterprise adjusted

EBITDA goal. This resulted in a PSU award payout to our

executive officers of 92.33% of the target.

▶ Long-Term Incentive

Awards—LTPP Awards

and Payouts

In 2022, the performance metric utilized for Long-Term

Performance Plan (LTPP) awards was enterprise three-year

cumulative total sales for the 2022-2024 performance period.

The LTPP awards granted in 2020 were earned based on the

Company’s three-year adjusted EBITDA goal from 2020 to 2022.

The Company achieved adjusted EBITDA of $8,519.8 million,

which was 112.84% of the target amount. This resulted in

payouts of 200% of the target amount to our executive officers.

▶ Long-Term Incentive

Awards—Stock

Options

In March 2022, the Company engaged Richard W. Dreiling to be

our new Executive Chairman. To ensure that his compensation

was strongly aligned with the interests of our shareholders,

Mr. Dreiling was granted an option to purchase 2,252,587 shares

of Dollar Tree common stock with a per-share exercise price of

$157.17 as an inducement grant in connection with his

appointment as Executive Chairman of the Company. For

additional information on this award, see “Compensation of

Executive Chairman” below.

Key Compensation Decisions For 2022

In fiscal 2022, Michael Witynski served as our President and Chief Executive Officer and,

effective March 21, 2022, the Board of Directors appointed Richard W. Dreiling as our Executive

Chairman of the Board. Mr. Dreiling was subsequently appointed as Chairman and Chief Executive

Officer of the Company effective January 29, 2023 as part of the transformation in our executive

leadership team.

Our executive compensation program in 2022 focused on providing an appropriate level and

mix of compensation to motivate and incentivize our executives to achieve our growth and performance

goals and be accountable for the results. Although the Compensation Committee generally retained

the elements of the Company’s 2021 executive compensation program in 2022, the Committee approved

the following changes to executive compensation for 2022:

Compensation of Executive Chairman

In late 2021 and early 2022, in connection with our engagement with Mantle Ridge, members

of our Board of Directors reached out to shareholders owning more than 50% of our stock for feedback

on corporate strategy. The dominant theme from that outreach was that the Company should do

whatever was necessary to secure the services of Richard Dreiling as the Company’s top executive for

a multi-year period. Without an arrangement similar to the inducement grant discussed below, we do

not believe we would have achieved that objective. Based on shareholder feedback, analysts’ reports and

market reaction to the announcement of his appointment, we believe shareholders were highly

supportive of bringing Mr. Dreiling on board as Executive Chairman to lead the Company toward

positive change.

Mr. Dreiling has played and will continue to play a pivotal role in guiding the growth of the

Company in the years to come. Since he joined the Company as Executive Chairman in March 2022,

he has focused on driving transformational change, including the recruitment of an exceptional executive

leadership team and the development and implementation of strategic initiatives designed to generate

long-term positive results to meet and exceed shareholder expectations.

Mr. Dreiling has extensive, highly relevant retail industry experience at all operating levels and

has a proven record of success in the dollar store segment. As the CEO and Chair of Dollar General

Corporation from 2008 to January 2016 he led share price growth of 230%. In addition, Mr. Dreiling’s

active participation as a director and board leader at a number of prominent public companies, including

Lowe’s Companies, Inc., Kellogg Co., PulteGroup and Aramark, has provided him with insights and

perspective relevant to his leadership role at the Company.

In the process of determining the appropriate compensation for Mr. Dreiling, Meridian

Compensation Partners, as independent consultant to the Board’s Compensation Committee, met with

and advised both the Committee and the Board during their deliberations. In March 2022, as a material

inducement to persuade Mr. Dreiling to take an active operating leadership role and employment with

Dollar Tree as Executive Chairman and to fully align his interests with the interests of shareholders

over the long-term, the Board entered into a five-year executive agreement with Mr. Dreiling and granted

him an option to purchase 2,252,587 shares of Dollar Tree common stock with a per-share exercise

price of $157.17, the closing trading price of Dollar Tree common stock on March 18, 2022.

The option award vests ratably over five years and, in addition to an annual base salary of

$1 million, was the only direct compensation that Mr. Dreiling was eligible to receive for his service as

Executive Chairman in 2022 and for the five-year term of his agreement. In particular, Mr. Dreiling was not

eligible for annual or any other long-term incentive awards based on his service as Executive Chairman.

As a result, more than 95% of Mr. Dreiling’s annualized compensation as Executive Chairman in

2022 was fully at risk and aligned directly to the creation of exceptional value for shareholders.

The equity incentive award offered to Mr. Dreiling in March 2022 was developed after

considering a number of alternative compensation approaches and was designed to incentivize

Mr. Dreiling to focus on building long-term growth. In the Board’s view, options are an ideal vehicle to

support the creation of long-term value for the direct benefit of shareholders. Mr. Dreiling will benefit from

the stock option award only if he successfully builds long-term shareholder value in excess of the

option’s exercise price of $157.17. This was, at the time, the Company’s all-time high closing stock

price and we believe already reflected the market’s optimism that Dollar Tree would achieve

transformational change and materially enhance long term shareholder value. The long-term, five-year

vesting schedule and ten-year term of the option award was intended to ensure that Mr. Dreiling will

continue to remain focused on long-term value-creating activity, including investments in talent and

leadership, culture, succession planning, technology and transformational change of the business. There

was no other sign-on, cash or equity grant offered to Mr. Dreiling.

In January 2023, upon Mr. Dreiling’s appointment as Chief Executive Officer, after consultation

with Meridian, Mr. Dreiling’s base salary was increased to a market median level and he became

eligible for a market level annual incentive bonus award, but he is not eligible for additional long-term

equity incentive awards under the terms of his executive agreement, as amended. For additional

information of Mr. Dreiling’s compensation as Executive Chairman and Chief Executive Officer, see

“Key Compensation Decisions For 2023—Compensation of Chief Executive Officer” on page 56.

We continue to believe that Mr. Dreiling is in a unique position to drive long-term shareholder

benefit. Since his appointment as Executive Chairman, Mr. Dreiling has demonstrated the leadership

capabilities necessary to guide and implement the Board’s transformational change initiatives. We believe

that the Board’s appointment of Mr. Dreiling as Chief Executive Officer in January 2023, in addition to

his role as Executive Chairman, will further enhance his ability to lead organizational change and make

the difficult decisions required to realize long-term shareholder value creation.

Revised Peer Group

In September 2022, the Compensation Committee, with the assistance of Meridian, reviewed

and evaluated the Company’s peer group to determine whether the 18 companies in the peer group

continued to be appropriate from the perspective of industry, size and competition for executive talent.

The selection criteria for the peer group focused on:

• Publicly traded retailers with brick-and-mortar operations

• Headquartered in the United States

• Who were within a comparable range of revenues and market capitalization

• Direct competitors for talent

Based on that review, the Committee determined that, for compensation decisions for fiscal

2023, the peer group should be comprised of 16 companies, including five new peers and 11 existing

peers. Dollar Tree is positioned at approximately the median of this peer group, which is generally within

one-third to three times Dollar Tree’s size in terms of revenue. For additional information on the

companies included in the new peer group, see “Compensation Governance—Use of Peer Group” on

page 73.

Updated Executive Stock Ownership Guidelines

In September 2022, the Compensation Committee revised its executive stock ownership

guidelines to change from a designated number of shares based on an executive’s position with the

Company to a multiple of the executive’s salary. The Committee believes that the new approach better

reflects current market practices. The stock ownership guidelines were established for executive

officers to encourage them to have a long-term equity stake in Dollar Tree, align their interests with

shareholders and mitigate potential compensation-related risk. For additional information regarding our

executive stock ownership guidelines, see “Compensation Governance—Executive Stock Ownership

Guidelines” on page 75.

Annual Equity Awards

In February 2022, in connection with its consideration of annual awards of long-term equity for

fiscal 2022, the Committee considered the significant contributions of Mr. Witynski, our Chief Executive

Officer and certain other executive officers to implementing the Company’s strategic plans and

initiatives and the appropriate level of equity awards in the context of the overall compensation and

retention. With input from Korn Ferry, the Committee’s independent compensation advisor at that time,

the Committee determined that it was the best interests of the Company and its shareholders to

increase the aggregate target amount of the annual equity awards to Mr. Witynski and certain other

executive officers for fiscal 2022. We believed the increased long-term equity awards were critical to

executive retention in light of the significant impending changes to the Company’s Board of Directors.

The increased award was in the same form and was subject to the same performance criteria as the prior

year’s annual equity awards.

Key Compensation Decisions For 2023

Following the previously reported change in the composition of our Board of Directors and

Compensation Committee in mid-March 2022, the reconstituted Compensation Committee undertook a

comprehensive review of our executive compensation program to assess the compensation elements

and practices that would be needed to attract and retain an executive leadership team focused on

transformational change. The following is a description of the Committee’s key compensation decisions

for fiscal 2023:

Compensation of Chief Executive Officer

Mr. Dreiling was appointed Chief Executive Officer of the Company effective January 29, 2023.

Upon the recommendation of the Compensation Committee after receiving the advice of Meridian

Compensation Partners, the Committee’s independent compensation consultant, the Board determined

that Mr. Dreiling’s annual base salary for his services as Chairman and Chief Executive Officer will be

$1,350,000 (the peer group median) and his target annual incentive, under the management incentive

compensation plan, will be 175% of his base salary (also the peer group median). In light of the

grant to Mr. Dreiling in March 2022 of the stock option award upon his appointment as Executive

Chairman, which was intended by the Company to be a multi-year award, Mr. Dreiling is not eligible to

receive additional long-term equity incentive awards for his service as Chief Executive Officer.

Compensation Design Changes

The Compensation Committee reviewed the Company’s executive compensation program with

the assistance of Meridian and with input received from shareholder outreach and engagement, which

was an important part of the development of our compensation program. The changes resulting from the

review are designed to increase the Company’s ability to attract and retain high-performing executives,

enhance pay-for-performance alignment, support the Company’s culture, and align with the

Company’s transformational growth strategy and shareholder expectations. The Compensation

Committee met four times to consider program design and implementation, shareholder input received

through the engagement process, and current market practices with respect to executive compensation.

The changes to our incentive program are described in detail below and include the addition of total

revenue as a metric for short and long-term incentives, and adjusted earnings per share and total

shareholder return as new metrics for our long-term incentive program. In order to support Dollar Tree’s

transformational growth strategy, we considered it critical to have significant incentive focus not just on

operating profit, but on profitable growth. The inclusion of a revenue metric in both the annual and long

term incentive plans ensures that management is focused on strategies to drive profitable growth in

the short term with a strong focus on growth that is sustainable over the long term.

In connection with this review, the Compensation Committee adopted the following changes to

the Company’s short-term and long-term incentive programs for fiscal 2023:

▶ Short-Term Incentives

• In 2022, the annual cash bonus incentive for executive officers was based 100%

on adjusted operating income. For 2023, the Compensation Committee diversified

and broadened the metrics, adding total revenue (weighted 40%) to adjusted

operating income (weighted 60%), to support the Company’s strategic focus on

profitable growth.

▶ Long-Term Incentives

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

adjusted EBITDA performance metric coupled with annual pro rata vesting over

three years, and LTPP awards, with a three-year cumulative total sales performance

metric and three-year cliff vesting, in the ratio of 75% PSUs and 25% LTPP

awards. For 2023, the Compensation Committee determined that the goals of the

long-term incentive program would be better served by an expanded and revised mix

of equity incentive awards consisting of 50% PSUs, 30% restricted stock units

(RSUs) and 20% stock options.

• The PSU awards cliff vest at the end of three years, based on three-year cumulative

performance metrics: earnings per share (weighted 60%) and total revenue

(weighted 40%), with a three-year relative total shareholder return (TSR) modifier

(+/-25%) relative to the executive compensation peer group to reflect external market

factors and reward executives for superior performance as compared to peers.

• The stock option awards are intended to link a portion of an executive’s

compensation directly to stock price appreciation and vest ratably over a three-

year period from the grant date.

• The RSU awards support alignment 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.

▶ Retirement

• In 2022 and prior years, an executive who retired from the Company having

attained the age of 59

∕

with a minimum of seven years of service would generally

be eligible for full vesting of PSU and RSU awards upon retirement and pro rata

vesting of LTPP awards 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 LTPP performance period.

• For awards beginning 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 59

∕

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. We have eliminated executives’ entitlement to receive

retirement treatment based solely on age and service which enhances the

retention value of equity. The revised program does not apply to Mr. Dreiling,

whose sole long-term incentive is his stock option whose vesting terms are

determined by his executive agreement.

• If the revised requirements for retirement treatment are met by the executive, then

all unvested long-term incentive awards beginning in 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 the 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.

B. COMPENSATION PRINCIPLES

Our Compensation Program Philosophy and Objectives

The Company has a pay-for-performance philosophy for executive officers that balances each

executive’s total compensation between fixed and at risk, and current and long-term equity-based

components. The principal objectives of our compensation philosophy are to:

• attract, motivate and retain highly qualified executives;

• align the interests of executives with those of shareholders;

• tie pay to performance;

• focus executives on the long-term growth and profitability of our business;

• recognize and reward achievement of corporate performance goals that create sustainable

shareholder value;

• unite the executive management team to a common objective;

• provide executive pay that is competitive among our peer group; and

• discourage excessive risk-taking.

The Compensation Committee assesses the peer group each year in advance of adopting the

compensation program for the next year. The goal is to select public retailers with revenues, market

capitalization and qualitative factors similar to Dollar Tree. To ensure our compensation is competitive

among our peer group, we generally position total target direct compensation within a competitive range

of the median of the market.

We believe that the annual cash bonus incentive plan performance goals should be challenging

but achievable with significant effort. Targets were not fully achieved in 2019, 2021 or 2022 but were

exceeded in 2020.

The LTPP payout was 200% in 2022, 73.3% in 2021 and 0% in 2020, demonstrating that

targets are set with significant stretch, particularly given the challenges of forecasting factors beyond

management’s control (e.g. the economy, weather, COVID-19, etc.). We set relatively steep pay and

performance curves for the annual cash bonus, PSU and LTPP awards to give the 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.

Executive Compensation Principles

We selected the components of compensation to achieve our stated executive compensation

objectives. In 2022, our executive compensation program consisted of base salaries, annual cash

incentives and long-term incentives generally in the form of PSU and LTPP awards. These components

of executive compensation are used together to strike an appropriate balance between cash and

stock compensation, between short-term and long-term incentives and between fixed and at-risk

compensation. We expect a significant portion of an executive’s total compensation to be at risk, tied

both to our annual and long-term performance as well as to the creation of sustainable shareholder

value. In particular, we believe that both short-term and long-term incentive compensation should be tied

directly to the achievement of corporate performance goals, and stock price appreciation. In addition,

we believe that long-term incentive compensation should reward executives for their contributions to our

long-term corporate performance and shareholder value creation. Under our policy, performance

above the targeted goal results in increased total compensation, and performance below the targeted

goal results in decreased total compensation.

In 2022, we differentiated compensation to executives based on the principle that total

compensation should be commensurate with an executive’s position and responsibility, while at the

same time, a greater percentage of total compensation should be tied to corporate performance, and

therefore be at risk, as position and responsibility increase. Thus, executives with larger roles and greater

responsibilities associated with achieving our performance targets should bear a greater proportion of

the risk if those goals are not achieved and should receive a greater proportion of the reward if our

performance targets are met or surpassed. In addition, as an executive’s position and responsibility

increase, the use of long-term incentive compensation should increase as a percentage of total

compensation because our senior executives have the greatest influence on our strategic performance

over a longer timeframe.

The compensation of our named executive officers in 2022 was based on the application of

the executive compensation principles described above in light of their respective roles and

responsibilities in the Company.

The compensation of our Chief Executive Officer in 2022 was based on Mr. Witynski’s primary

responsibility as the principal executive officer of the Company overseeing the business, management

and operations of the Company, including, among other things, his responsibility for the planning and

implementation of the Company’s strategic and operational initiatives and goals, and delivering value

to our shareholders. The compensation of our Executive Chairman in 2022 was based on Mr. Dreiling’s

Board leadership and management responsibilities including, among other things, working with the

Chief Executive Officer on critical Company initiatives and shareholder communications, the development

of long-term strategic plans and overseeing the general functioning of the Board and its committees.

For additional information on the compensation of our Executive Chairman, see “Key Compensation

Decisions in 2022—Compensation of Executive Chairman” on page 54.

Alignment of Pay and Performance

Our compensation program is grounded in a pay-for-performance

philosophy to align pay outcomes with the interests of our shareholders.

Performance goals in both our short- and long-term incentive plans are set at

challenging levels, to ensure that achievement of performance goals will drive

long-term, sustainable shareholder value growth. When financial targets and

performance goals are not met, pay outcomes for our executives result in lower

or zero payouts. In 2021 and 2019 when our performance did not meet

enterprise targets, the MICP and LTPP payouts were well below the target.

The Compensation Committee regularly reviews compensation outcomes to ensure that our

incentive plans operate to effectively align compensation with performance and with the creation of

long-term shareholder value.

The total compensation amounts reported in the Summary Compensation Table for Mr. Witynski,

our principal executive for 2022, 2021 and part of 2020, is closely aligned with the performance of the

Company during those periods. The chart below illustrates that the compensation reported in the

Summary Compensation Table for the chief executive officer decreased and increased year over year

in alignment with the Company’s net income and adjusted operating income.

2020

CEO Compensation ($MM)

Net Income & Adjusted Operating Income

($MM)

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

2022

$500.00

$1,000.00

$2,000.00

$3,000.00

$2,500.00

$3,500.00

2021

Alignment of CEO Compensation with Company Performance

$1,500.00

Total Compensation of Mr. Witynski Company Net Income Company Adjusted Operating Income

Target Pay Mix

Consistent with our desire to align pay and performance, our Compensation Committee takes

our primary pay elements (base salary, annual incentives and long-term incentives) and develops a

target pay package for each executive that is more heavily weighted towards variable or at-risk pay. As

illustrated in the target pay mix allocation charts below, a significant portion of 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 compensation with long-term shareholder value, the Committee believes that

long-term incentive compensation should be a substantial majority of the total compensation of the

named executive officers. As further illustrated in the target pay mix allocation charts below, in 2022,

long-term incentive compensation comprised 75% of the CEO compensation and 59% of the

compensation of the other named executive officers who participated in the Company’s 2022 long and

short-term incentive plans. Mr. Dreiling and Mr. Davis did not fully participate in the Company’s long-

and short-term incentive plans in 2022.

2022 Target Pay Mix Allocation

CEO Pay Mix

10%

Fixed

90%

At-Risk

Other NEO Pay Mix

20%

Fixed

80%

At-Risk

Bonus

15%

LTPP

13%

PSUs

63%

Base

10%

Bonus

21%

LTPP

12%

PSUs

47%

Base

20%

C. Components of Executive Compensation

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 equity components.

The executive compensation program for 2022 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) based on achievement

of short-term adjusted operating income goals; and long-term equity incentives in the form of

performance stock unit (PSU) awards and performance-based restricted stock unit (RSU) awards

under our Long-Term Performance Plan (LTPP), which we refer to as “LTPP awards,” based on adjusted

EBITDA and total sales performance goals, respectively. A description of each of these components

is provided in more detail in the following discussion.

Separately, the Company entered into an executive agreement with Richard Dreiling in

March 2022 which provided that Mr. Dreiling would receive a $1,000,000 annual base salary and an

inducement stock option award 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, for

his services as Executive Chairman. Mr. Dreiling was not eligible to participate in our annual cash

bonus incentive plan or to receive annual long-term equity incentive awards in 2022 pursuant to the

terms of the executive agreement.

At the time Mr. Dreiling was appointed Chief Executive Officer in January 2023, his executive

agreement was amended to provide for his compensation as Executive Chairman and Chief Executive

Officer and to permit his participation in our annual cash bonus incentive plan. However, Mr. Dreiling

remains ineligible to receive annual long-term equity incentive awards under his amended executive

agreement. For additional information on the compensation of Mr. Dreiling, see “Key Compensation

Decisions For 2022—Compensation of Executive Chairman” on page 54, and “Key Compensation

Decisions For 2023—Compensation of Chief Executive Officer” on page 56.

Element Term Strategic Role

Base Salary Short Term • Helps attract and retain executives through market-competitive

base pay

• Based on individual performance, experience and scope of

responsibility

Annual Cash

Bonus Incentive

Short Term

(cash)

• Encourages achievement of short-term financial performance

metrics that create shareholder value

• Cash bonus incentives in 2022 were based 100% on adjusted

operating income goals

Long-Term

Equity Incentive

Awards

Long Term

(equity)

• Aligns executives’ interests with those of shareholders

• Motivates executives to deliver long-term sustained performance

• Creates a retention incentive through multi-year vesting and

robust stock ownership guidelines

• Long-term awards in 2022 consisted of performance-based

LTPP and PSU awards, which were 100% based on adjusted

total sales and adjusted EBITDA goals, respectively

In addition, we also provide our executives with the benefits that are commonly available to our

full-time associates, including participation in our retirement savings plan, employee stock purchase

plan, health, dental and vision plans and various insurance plans, including disability and life insurance.

Base Salary

Our base salary philosophy is to provide reasonable current income to our named executive

officers in amounts that will attract and retain individuals with a broad, proven track record of

performance. To accomplish this objective, we provide base salaries that are intended to be competitive

relative to similar positions at comparable companies. Base salaries are reviewed annually and

adjustments are made as required to recognize individual performance, increased individual experience,

expanded duties or changes in the competitive marketplace.

The Compensation Committee, with the assistance of Korn Ferry, approved base salary

amounts for the executive officers on February 26, 2022. In determining the base salaries for 2022, the

Compensation Committee reviewed market data from its peer group, data on salary increases for

executives and other relevant internal factors such as individual performance and internal pay equity.

As a result of this review, the base salaries of Messrs. Witynski, James, O’Boyle and McNeely were

increased 3% to more closely align their compensation with the market. The compensation of Messrs.

Davis and Gatta were based on market data and negotiated in connection with their employment.

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.

2022 Bonus Opportunities

Executive bonus opportunities are set as a percentage of salary. In 2022, the Compensation

Committee determined that annual cash bonuses for the named executive officers would continue to

be weighted 100% on the achievement of an enterprise adjusted operating income target to closely align

executives’ interests with the interests of shareholders. The 2022 incentive targets, as in prior years,

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 targets defined by the annual budget as approved by the Board of Directors at

the beginning of the fiscal year. Thus, these performance goals are consistent with the Board’s overall

outlook of the Company’s potential performance over a one-year horizon. The performance targets

are intended to be challenging but achievable with significant effort, and serve to focus our management

team on a common goal while aligning efforts with shareholder interests.

In February 2022, the Compensation Committee determined that adjusted operating income

should be the performance metric in fiscal 2022 for the annual cash bonus incentive plan because it

encourages achievement of financial performance that is strategically important and creates sustainable

shareholder value, it is something over which executive officers have control and it is an important

metric for evaluating the performance of retail companies. The definition of adjusted operating income

used by the Committee is provided on page 64.

Annual incentive awards in 2022 were determined as follows:

Base

Salary

××

Target

Annual Incentive

Opportunity

(% of base salary)

Business

Performance

(100% weighting)

Annual

Incentive

Award

2022 Corporate Performance Metrics

The Compensation Committee set the adjusted operating income target for 2022 at

$2,487.8 million for the combined enterprise. This target reflected the adjusted operating income

underlying the annual budget approved by the Board of Directors at the beginning of the fiscal year. In

order for an executive to receive any bonus, however, we must achieve at least 85% of the adjusted

operating income target.

Corporate Performance Goals for NEOs

The following table summarizes potential payout percentages for MICP awards based on

the percentage of the $2,487.8 million combined adjusted operating income target attained. Potential

payouts increase on a payout curve that ranges from a payout of 0% for achieving less than 85% of the

target performance to a payout percentage of 212.5% for achieving at or above 115% of the target

performance.

% of Corporate

Performance Target

Attained

Potential MICP

Payout Percentage

Below 85.0% 0%

85% 25%

90% 50%

95% 75%

100% 100%

105% 137.5%

110% 175%

115.0% or above 212.5%

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 approved by the Compensation Committee for

purposes of measuring the 2022 target performance under the MICP excluded the effects relating to or

resulting from the following matters to the extent different from the fiscal 2022 budget approved by the

Board of Directors by more than $5 million: (i) Canadian currency fluctuations; (ii) changes in accounting

policies, practices and pronouncements; (iii) Summit Pointe revenues or expenses; (iv) non-cash

goodwill and intangible impairment charges; (v) expenses incurred with respect to future mergers,

acquisitions, or divestitures; (vi) any cost or expense related to any (a) disaster, (b) casualty, (c) temporary

store closures or reduced store hours ordered by law, or (d) legal disputes or governmental proceedings;

(vii) lease costs, expenses, asset write-offs, incentive compensation, and severance related to closed

stores or distribution centers; (viii) costs related to shareholder activism and corporate governance;

(ix) any future changes in the laws or regulations impacting pay; (x) expenses related to the

Coronavirus (COVID-19) or other public health emergencies; and (xi) changes in the manner shared

services are allocated.

The Committee may, in determining performance achievement, adjust the performance goal or

results to mitigate or exclude the impact of items that are unusual in nature or amount, or infrequent in

occurrence, if appropriate to effectuate the intent of the Committee in establishing the original goal.

During its March 2023 meeting, the Compensation Committee determined the following

Company performance for fiscal 2022:

Metric 2022 Target 2022 Achievement % of Target Payout %

Enterprise adjusted operating income $2,487.8 million $2,311.5 million 92.91% 64.55%

Based upon the determinations described above, the Compensation Committee authorized

2022 cash performance bonuses under the MICP to Messrs. Witynski, Davis, Wampler, Gatta and

McNeely. The amount paid to Mr. Davis was prorated based on the length of his service during the fiscal

year. Mr. Dreiling did not participate in our annual cash bonus incentive plan in 2022 pursuant to the

terms of his executive agreement with the Company. Messrs. James and O’Boyle left the Company

during 2022 and were not eligible to receive an annual bonus.

Long-Term Incentives

The largest component of our executive compensation program consists of long-term incentive

awards in the form of performance-based equity awards granted pursuant to our 2021 Omnibus Incentive

Plans. 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 structures the

long-term performance-based incentives portion of executive officer compensation to be “at risk” in

order to directly align our executives with the interests of shareholders. 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.

In 2022, our equity incentive program continued to be based on two distinct types of long-term

incentive awards. The first type of award is a performance-based RSU (which we refer to as performance

stock units or “PSUs”) that vests one third on each of the first, second and third anniversaries of the

grant, based on performance achieved in the first year. The second type of award is our LTPP award,

which is a performance-based RSU award made under our three-year LTPP program. The program

provides for vesting upon the achievement of a cumulative performance goal that is measured over a

three-year performance period. As described in more detail below, the Compensation Committee in

2022 granted PSUs and LTPP awards to our eligible executives and certified the three-year performance

achievement of the 2020 LTPP awards.

The performance metrics used for our PSU and LTPP awards are important metrics for

evaluating the performance of retail companies, are designed to encourage achievement of the

Company’s strategic and financial performance goals and reward the creation of sustainable shareholder

value.

The Compensation Committee considers stock options a useful tool to incentivize executives to

create shareholder value through stock price appreciation. 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 Richard Dreiling as an

inducement award in connection with his employment as our Executive Chairman. In light of this stock

option granted to Mr. Dreiling, which was intended by the Company to be a multi-year award, Mr. Dreiling

is not eligible to receive additional long-term equity incentive awards for his service as Executive

Chairman or Chief Executive Officer.

For 2023, the Compensation Committee awarded a mix of equity incentive awards, consisting

of 50% performance-based PSUs with three-year cumulative performance metrics, 30% time vesting

RSUs and 20% stock options (with the RSU and stock option awards vesting ratably over a three-year

period from the date of grant),. For additional information on the changes made to our executive

compensation program for 2023, including our equity incentive awards, see “Key Compensation

Decisions For 2023” on page 56.

2022 Performance Stock Units

▶ Target Opportunities. In 2022, the Compensation Committee established target awards of

PSUs, based upon achievement of target enterprise adjusted EBITDA for fiscal 2022, coupled with

time-based vesting of one-third of the award on each successive anniversary of the grant date. The

target number of PSUs was determined by dividing the target PSU award value by the fair market value

of a share of Dollar Tree stock on the date of grant.

▶ Performance Metric. The Compensation Committee used adjusted EBITDA as the

performance metric for 2022 because it is an objective measure of performance that was designed to

incentivize our executive team to drive growth and profitability and to achieve strategic and financial

performance metrics that create sustainable shareholder value.

The definition of adjusted EBITDA approved by the Compensation Committee for purposes of

measuring the 2022 target performance under the PSU excluded the effects relating to or resulting

from the following matters to the extent that the aggregate uninsured cost of such matters exceeds the

amounts included in the 2022 fiscal budget approved by the Board of Directors on February 22, 2022

by more than $5 million: (i) Canadian currency fluctuations; (ii) changes in accounting policies, practices

and pronouncements; (iii) Summit Pointe revenues or expenses; (iv) non-cash goodwill and intangible

impairment charges; (v) expenses incurred with respect to future mergers, acquisitions, or divestitures;

(vi) any cost or expense related to any (a) disaster, (b) casualty, (c) temporary store closures or

reduced store hours ordered by law, or (d) legal disputes or governmental proceedings; (vii) lease

costs, expenses, asset write-offs, incentive compensation, and severance related to closed stores or

distribution centers; (viii) costs related to shareholder activism and corporate governance; (ix) any future

changes in the laws or regulations impacting pay; (x) expenses related to the Coronavirus (COVID-19)

or other public health emergencies; and (xi) changes in the manner shared services are allocated.

The Committee may, in determining performance achievement, adjust the performance goal or

results to mitigate or exclude the impact of items that are unusual in nature or amount, or infrequent in

occurrence, if appropriate to effectuate the intent of the Committee in establishing the original goal.

▶ Performance Goal. The Compensation Committee set the 2022 adjusted EBITDA target

for the combined enterprise at $3,228 million. The target level was intended to be challenging, based

on a review of the 2022 business plan and taking into account the market environment and various risks.

The Compensation Committee also defined a payout curve that determines the amount to be paid

depending on actual performance. The Compensation Committee set the threshold level of performance

to achieve a payout at 85% of the adjusted EBITDA target, with the payout percentage increasing in a

straight-line manner from 75% for threshold performance to 150% for achieving maximum performance.

% of Corporate

Performance Target

Attained

Potential PSU

Payout Percentage

Below 85.0% 0%

85% 75%

90% 83.3%

95% 91.7%

100% 100%

105% 116.7%

110% 133.3%

115.0% or above 150%

▶ Performance Achieved. During its March 2023 meeting, the Compensation Committee

determined the following Company performance for fiscal 2022:

Performance Metric

2022 Target

($ in millions)

Actual Results

($ in millions) % of Target Payout %

2022 Enterprise adjusted EBITDA $3,228.0 $3,079.5 95.40% 92.33%

▶ Performance Stock Units Earned. Based upon the achievement of adjusted EBITDA

relative to the target for 2022 described above, the Compensation Committee determined that Messrs.

Witynski, Wampler, Gatta and McNeely had earned a portion of the 2022 PSU awards in accordance with

the payout percentage. As a result of the departure from the Company of Mr. James and Mr. O’Boyle

during 2022, their 2022 PSU awards were forfeited. Mr. Davis and Mr. Dreiling did not receive PSU awards

in fiscal 2022.

2022 LTPP Performance-Based RSUs

Our LTPP awards are a performance-based RSU award made under our three-year LTPP

program. The program provides for vesting upon the achievement of a cumulative performance goal

that is measured over a three-year performance period.

▶ Target Opportunities. In 2022, the Compensation Committee made grants of performance-

based RSUs under the LTPP based upon a three-year cumulative enterprise total sales target for

fiscal years 2022-2024. The Compensation Committee established the target value of the LTPP

opportunity for each of our executive officers. The target number of RSUs 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.

As a result of the departure from the Company of Mr. James and Mr. O’Boyle during 2022,

their 2022 LTPP awards were forfeited. Mr. Davis and Mr. Dreiling did not receive LTPP awards in fiscal

2022.

▶ Performance Metric. Beginning with the 2021 LTPP, the Compensation Committee

changed the performance metric from adjusted EBITDA to total sales in order to focus our executive

team on our top-line growth. For purposes of the 2022 LTPP, the Compensation Committee determined

that cumulative total sales for fiscal years 2022-2024 should be adjusted for: (i) Canadian currency

fluctuations; (ii) changes in accounting policies, practices and pronouncements; and (iii) future mergers,

acquisitions, or divestitures.

▶ Performance Goal. The Compensation Committee set the three-year cumulative total

sales target at a level requiring achievement of significant financial performance, based on the

Company’s annual budget and long-term plan. The Compensation Committee also set the threshold

level of performance to achieve a payout at 97% of the target. This award will not vest, if at all, until the

completion of the 2024 fiscal year.

The Compensation Committee adopted a payout curve which determines the amount to be

paid depending on actual performance. The Compensation Committee set the threshold level of

performance to achieve a payout at 97% of the total sales target, with the payout increasing in a straight-

line manner from 50% for threshold performance to 200% for maximum performance.

2020 LTPP Performance-Based RSUs

▶ Target Opportunities. In 2020, the Compensation Committee made grants of performance-

based RSUs under the LTPP based upon a three-year cumulative enterprise adjusted EBITDA target

for fiscal years 2020-2022. The target number of RSUs was determined by dividing the target RSU award

value by the fair market value of a share of Dollar Tree stock on the date of grant. Messrs. Davis,

Dreiling, Gatta and James did not receive the 2020 LTPP grant.

▶ Performance Metric. The Compensation Committee used three-year cumulative adjusted

EBITDA as the performance metric. For purposes of the 2020 LTPP grants, adjusted EBITDA excludes

the effects relating to or resulting from: (i) Canadian currency fluctuations; (ii) changes in accounting

policies, practices and pronouncements; (iii) Summit Point expenses to the extent different than the

estimates contained in the 2020 Fiscal Budget; (iv) non-cash goodwill and intangible impairment charges;

(v) expenses incurred with respect to future mergers, acquisitions, or divestitures; (vi) any loss, cost or

expense related to an uninsured disaster; (vii) lease costs, expenses, asset write-offs, incentive

compensation, and severance related to closed stores or distribution centers; (viii) costs related to

shareholder activism and corporate governance; (ix) any future changes in the laws or regulations;

(x) any unbudgeted loss as a result of the resolution of legal matters in excess of $5 million in the

aggregate; (xi) the negative financial impact of the Coronavirus (COVID-19); and (xii) changes in the

manner shared services are allocated based upon the methodology used in the 2020 Fiscal Budget

approved by the Board of Directors (“Fiscal Budget”).

▶ Performance Goal. The Compensation Committee set the three-year cumulative adjusted

EBITDA target at a level requiring achievement of significant financial performance, based on the

Company’s annual budget and long-term plan. The Compensation Committee also set the threshold

level of performance to achieve a payout at 90% of the target. If the overall performance achievement

percentage was between the threshold and maximum, the earning percentage would vary based on the

level of achievement. If the earning percentage was above the maximum, the maximum

earning percentage would be applied.

Achievement

Level

Performance

Achievement %

Earning %

Threshold 90% 50%

Target 100% 100%

Maximum 110% 200%

▶ Performance Achieved. In March 2023, the Compensation Committee determined the

Company’s actual performance and the corresponding performance achievement percentage and

earning percentage relative to the 2020-2022 performance goal.

Performance Metric Threshold Target Maximum

Actual

Results

($ in millions)

Three-Year adjusted EBITDA

(2020-2022) $6,800 $7,550 $8,310 $8,519.8

% of Target 90% 100% 110% 112.84%

The overall three-year performance achievement percentage of 112.84% resulted in an

earned percentage of 200%. Based on this outcome, Messrs. Witynski, Wampler and McNeely earned

RSUs in respect of their 2020-2022 LTPP awards.

2022 Sign-On Awards

In connection with the hiring of Jeffrey Davis as Chief Financial Officer, Mr. Davis received a

cash amount of $300,000 and an initial sign-on equity grant valued at $2,000,000. These amounts

were intended to make Mr. Davis whole for compensation which he may have forfeited by accepting the

role with Dollar Tree. If Mr. Davis voluntarily resigns from the Company or is terminated for cause

during the two-year period following the payment of the cash amount, the Company will be entitled to

recover all or a portion of the sign-on award, depending on the timing of Mr. Davis’ departure. Mr. Davis’

equity grant vests one-half on the first anniversary of the grant date and one-half on the second

anniversary of the grant date, with vesting conditioned on continued employment through the respective

grant dates.

Retirement, Deferred Compensation and Pension Plans

We do not have any defined benefit or pension plans that provide for payments based on an

executive’s salary and/or years of service. In addition, we have not adopted a supplemental executive

retirement plan or other “excess plan” that pays benefits to highly compensated executives. Instead, we

offer the following two arrangements to allow executives to actively participate in funding their

retirement plans.

Executives are eligible to participate in the Dollar Tree Retirement Savings Plan. At the end of

the year, the Board may approve a discretionary profit-sharing contribution to be made to all eligible

employees, including executive officers. In addition, executives may elect to defer a portion of their cash

compensation into 401(k) retirement accounts. As of January 1, 2019, the Board has authorized us to

match 100% of 401(k) deferrals up to 5% of an individual’s cash compensation.

The Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan allows certain

officers and executives, including our named executive officers, to defer receipt of up to 50% of their

base salary and up to 100% of their bonus payments. The plan is a nonqualified plan and the Company

does not fund, make any contributions to, or provide any interest rate subsidy for the plan. The plan

allows executives to save for retirement in a tax-effective way at a minimal cost to the Company. Plan

participants may invest their deferred compensation in any one or a combination of the plan’s investment

funds. The deferred amounts and earnings thereon are payable to participants, or designated

beneficiaries, at either specified future dates, or upon separation of service or death. The future

payment obligations under the plan are our general unsecured obligations. Although the amounts

deferred are deposited into a trust, the trust belongs to us, rather than the executives, and is subject to

the claims of our creditors.

Termination or Change in Control Arrangements

We have change in control Retention Agreements with our executive officers, except Mr. Dreiling

and Mr. McNeely. The Compensation Committee’s intent with these agreements is to take reasonable

steps to retain key management personnel and to minimize disruption to the Company in the event of a

potential change in control. Under these agreements, severance benefits are payable only upon the

occurrence of both a change in control of the Company and the executive’s termination without “cause”

or resignation for “good reason,” as defined in the agreements (commonly known as a “double trigger”).

The Compensation Committee believes it is appropriate to provide double-trigger severance benefits

because it aligns executives’ interests with the interests of shareholders without providing an undue

benefit to executives who continue to be employed following a change-in control transaction.

We also have form Executive Agreements that provide for a release and restrictive covenants to

protect the Company, including a covenant not to compete. The Company has entered into these form

Executive Agreements with all of its executive officers except Mr. Dreiling, whose Executive Agreement

provides for a unique arrangement with the Company. In consideration for the restrictive covenants

set forth in the form Executive Agreements, the Company agreed to provide a base salary continuation

benefit and a portion of the monthly health insurance premiums for a period of up to twenty-four

months (or until the executive becomes employed if less than the applicable salary continuation period)

in the event the executive’s employment is terminated without “cause” (as defined in the agreement)

or on account of the executive’s death or disability.

In addition, we have equity compensation plans that contain provisions that may convey

benefits to our executive officers and other plan participants upon termination or a change in control.

Generally, the provisions address the treatment of awards upon separation from the Company due to

death, disability or retirement, or due to a change in control, as defined within the plans or applicable

award agreements.

The overall structure of our change in control arrangements and other post-termination

benefits is consistent with our compensation objectives to attract, motivate and retain highly talented

executives. We believe these arrangements preserve morale and productivity, provide a long-term

commitment to job stability and financial security, and encourage retention in the face of the potential

disruptive impact of an actual or potential change in control.

For additional information on our termination and change in control arrangements, and the

potential payments that may be made to our named executive officers upon termination or a change in

control, see “Potential Payments Upon Termination or Change in Control” beginning on page 86.

D. COMPENSATION GOVERNANCE

Compensation Best Practices

We seek to align our executives’ interests with those of our long-term shareholders and to

follow sound corporate governance practices.

Compensation Practice Dollar Tree’s Compensation Policies and Actions

Pay for Performance A significant portion of targeted direct compensation is linked to

the financial performance of key metrics. Approximately 90% of

our Chief Executive Officer’s pay in 2022 was variable and at

risk. One hundred percent (100%) of our annual bonus

compensation and equity incentive compensation is based on

corporate performance. See “Executive Summary—Summary

of 2022 Compensation Program” on page 53, and

“Compensation Principles—Target Pay Mix” on page 61.

Clawback policy The Board’s clawback policy requires mandatory

reimbursement of excess incentive compensation from any

executive officer if the Company’s financial statements are

restated due to material noncompliance with financial reporting

requirements under the securities laws. This policy is in addition

to the clawback policy covering the Company’s Chief Executive

Officer and Chief Financial Officer under our 2011 and 2021

Omnibus Incentive Plans. See “Recoupment (“Clawback”)

Policy” below.

Robust stock ownership

guidelines

Our executive stock ownership guidelines were revised in 2022

to reflect current market practices and enhance alignment with

shareholders’ long-term interests. See “Executive Stock

Ownership Guidelines” below.

No hedging or pledging of

Dollar Tree securities or

holding Dollar Tree securities

in margin accounts

Our policy prohibits executive officers and Board members from

hedging their ownership of our stock and holding our stock in a

margin account. None of our executive officers and directors

engaged in transactions involving the pledging of Company

stock during fiscal 2022. See “Policy Against Hedging of

Company Stock” and “No Pledges of Company Stock” below.

No excise tax gross-ups We do not provide excise tax gross-up payments.

Double-trigger provisions Equity awards under our equity incentive plan and all change in

control Retention Agreements with executive officers include a

“double-trigger” vesting provision upon a change in control. See

“Termination or Change in Control Arrangements” on page 69.

No repricing or cash buyout of

underwater stock options

without shareholder approval

Our equity incentive plan prohibits modifications to stock

options and stock appreciation rights to reduce the exercise

price of the awards, or replacing awards with cash or another

award type, without shareholder approval.

Role of the Compensation Committee

The Compensation Committee of the Board of Directors is responsible for developing,

overseeing and implementing the Company’s pay-for-performance compensation program for executive

officers.

The Compensation Committee consists entirely of non-employee, independent members of

our Board of Directors and operates under a written charter approved by the Board. The Compensation

Committee has the responsibility to review, determine and make recommendations to the independent

members of the Board the approval of the compensation of the Chief Executive Officer and Executive

Chairman, including the determination of performance metrics and goals and the achievement of

performance goals, and to review and approve the compensation arrangements for the Company’s

other executive officers.

The Compensation Committee considers shareholder feedback and other factors and receives

advice from an independent external compensation consultant. However, the Compensation Committee

is ultimately responsible for all compensation decisions with respect to the named executive officers.

In determining the compensation of our executive officers, the Compensation Committee

evaluates total overall compensation, as well as the mix of salary, cash bonus incentives and equity

incentives, using a number of factors including:

• our financial and operating performance, measured by attainment of specific strategic

objectives and operating results;

• the compensation practices of our peer group; and

• our historical cash and equity compensation levels.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has ever been an officer or employee of the

Company. In addition, none of the members of the Compensation Committee has or had any relationship

with the Company during fiscal 2022 that requires disclosure in accordance with the applicable SEC

rules relating to compensation committee interlocks and insider participation.

Role of the Chief Executive Officer in Compensation Decision-Making

The Compensation Committee consults with our Chief Executive Officer on the compensation

structure and awards for the other named executive officers. The Chief Executive Officer participates in

the development of business plans and annual budgets, and corresponding performance metric goals

and provides information regarding the job performance and overall responsibilities of the other named

executive officers. He makes no recommendations concerning his own compensation and does not

vote on executive compensation matters nor is he present when his compensation is being discussed

or approved.

Role of the Compensation Consultant

Pursuant to its written Charter, the Compensation Committee has the authority to engage the

services of outside independent advisers. From October 2019 to March 2022, the Compensation

Committee retained Korn Ferry to assist the Committee in determining the appropriateness and

competitiveness of our executive compensation program. In connection with the Compensation

Committee’s engagement of Korn Ferry as a consultant, the Committee considered the six independence

factors set forth in Rule 10C-1 under the Securities Exchange Act of 1934 and determined that Korn

Ferry could provide objective advice to the Compensation Committee.

Effective March 2022, the Compensation Committee engaged Meridian Compensation

Partners as its new compensation consultant to provide independent advice to the Compensation

Committee in determining the appropriateness and competitiveness of our executive compensation

program and determined that Meridian meets the six independence factors set forth in Rule 10C-1 under

the Securities Exchange Act of 1934 and determined that Meridian could provide objective advice to

the Compensation Committee.

Neither Meridian nor Korn Ferry provided any other services to the Company during this

period. No executive officer had the authority to direct the work of Meridian or Korn Ferry with regards

to its work with the Compensation Committee. The Compensation Committee bears ultimate responsibility

for approving the compensation of all named executive officers.

Role of Shareholder Say-on-Pay Votes

At our 2022 annual shareholders’ meeting, our annual non-binding advisory vote on executive

compensation was approved by our shareholders, receiving approximately 86% support.

Shareholder outreach and engagement has 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. Beginning in

2023, the Compensation Committee determined that the performance measures for the annual cash

bonus incentive should be diversified and broadened to include not only adjusted operating income, but

also a top line revenue metric in the form of total revenue. The Compensation Committee also

determined that the goals of the long-term incentive program would be better served by an expanded

and revised mix of equity incentive awards consisting of 50% performance-based PSUs, 30% service-

based RSUs and 20% stock options. The PSU awards will include three-year cumulative performance

metrics consisting of earnings per share and total revenue weighted 60% and 40%, respectively, with a

three year 25% +/- relative total shareholder return (TSR) modifier based on a peer group comparison

to mitigate the impact of external market factors and focus executives on superior performance as

compared to peers. The RSU and stock option awards will vest ratably over a three-year period from

the date of grant.

The Compensation Committee believes that the changes to the annual and long-term incentive

program for 2023 will further align the executives’ focus on the Board’s strategic initiatives and profitable

growth, and will enhance the overall goals of the executive compensation program, including executive

recruitment and retention, pay-for-performance, and long-term shareholder value creation.

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 2021 the Compensation

Committee determined that it would be appropriate to use a peer group of 18 companies that the

Committee believed were similarly situated to Dollar Tree and representative of the markets in which

we compete for executive talent. The 2021 peer group was comprised of Bed Bath & Beyond, Inc., Best

Buy Co. Inc., BJ’s Wholesale Club Holdings, Inc., Dollar General Corporation, Gap, Inc., Genuine

Parts Company, Home Depot, Inc., Kohl’s Corporation, Lowe’s Companies, Inc., Macy’s Inc., McDonalds

Corporation, Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., Starbucks Corporation, Target

Corporation, TJX Companies, Inc. and Tractor Supply Company. When setting 2022 compensation for

the Company’s named executive officers, the Compensation Committee, with the assistance of its

compensation consultant, utilized this peer group in considering benchmarking data for both total direct

compensation and each element of total direct compensation. This analysis provided the Committee

with a perspective on Dollar Tree’s compensation relative to these companies.

In September 2022, the Compensation Committee, with the assistance of Meridian, reviewed

and evaluated the Company’s peer group used for executive compensation benchmarking in fiscal

2022. The selection criteria used focused on:

• Publicly traded retailers with brick-and-mortar operations

• Headquartered in the United States,

• Who were within a comparable range of revenues and market capitalization

• Direct competitors for talent

Based on that review, the Committee determined that the fiscal 2023 peer group should be

comprised of 16 companies, including five new peers and 11 existing peers.

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

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.

Assessment of Risk

The Compensation Committee has responsibility for establishing our compensation philosophy

and objectives, determining the structure, components and other elements of our programs and

reviewing and approving the compensation of our NEOs. In addition, an important objective of our

overall executive compensation program is to reduce any incentives that may influence executives to

take imprudent risks that might harm the Company or our shareholders. At least annually, the

Compensation Committee assesses the risk of our compensation program. In 2022, the Compensation

Committee’s advisor also conducted an independent review of the risks associated with the Company’s

compensation programs. The Compensation Committee has overseen the establishment of a number of

controls that address compensation-related risk and serve to mitigate such risk, including stock

ownership guidelines for executive officers, a clawback policy, and prohibitions on the hedging of Dollar

Tree stock or holding Company stock in a margin account. As a result, we have reviewed our

compensation policies and practices for all employees and concluded that such policies and practices

are not reasonably likely to have a material adverse effect on our Company.

Recoupment (“Clawback”) Policy

The Company has a robust clawback policy that requires mandatory reimbursement of excess

incentive compensation from any executive officer if the Company’s financial statements are restated

due to material noncompliance with financial reporting requirements under the securities laws. The

amount to be recovered will be the excess of incentive compensation paid to the executive based on the

erroneous data over the incentive compensation that would have been paid to the executive had it

been based on the restated results. Recoupment would cover any excess compensation received

during the three completed fiscal years immediately preceding the date of which the Company is required

to prepare the accounting restatement. This policy is in addition to our existing clawback policy

covering the Company’s Chief Executive Officer and Chief Financial Officer under the 2011 and 2021

Omnibus Incentive Plans.

Timing of Long-Term Incentive Awards

Our grant policy for equity awards establishes April 1 as the date of the annual grant each

year. Awards of equity incentives to new officers are made on the last business day of the Company’s

fiscal month which follows the month that includes the hire date. The Compensation Committee may, in

its discretion, make grants that vary from these guidelines if there is a compelling business reason,

but in every case the Committee is required to complete its approval of the equity awards prior to the

date of the grant.

We believe that the beginning of April is an appropriate time during the year to make grants of

equity awards and that a consistent application of our granting practices from year to year regardless

of other events is also appropriate. The awards granted by the Compensation Committee are designed

to create incentives for the creation of long-term shareholder value and contain delayed vesting

provisions that prevent recipients from taking advantage of short-term fluctuations in the market price

of our common stock. We have not planned in the past, nor do we plan in the future, to time the release

of material non-public information for the purpose of affecting the value of executive compensation.

Executive Stock Ownership Guidelines

In September 2022, the Compensation Committee revised its executive stock ownership

guidelines to change from a designated number of shares based on an executive’s position with the

Company to a dollar value based on a multiple of the executive’s salary. The Committee believes that

the new approach better reflects current market practices. The stock ownership guidelines were

established for executive officers to encourage them to have a long-term equity stake in Dollar Tree,

align their interests with shareholders and mitigate potential compensation-related risk. The executive

stock ownership program encourages and expects our executive officers to attain designated stock

ownership levels over a five-year period. The stock ownership guidelines for our executive officers

are as follows:

Current Position Multiple of Salary

Chief Executive Officer 6x

Chief Financial Officer 3x

Chief Operating Officer 3x

Chief Merchandising Officer 3x

Other Chief-Level Officers 2x

The types of stock ownership that qualify toward the ownership guidelines under our policy

include direct stock ownership, shares held in trust or by a spouse or dependents, shares held in

retirement accounts, PSUs where performance has been certified, unvested RSUs and unvested

restricted stock. Stock options do not count toward the stock ownership guidelines. As of March 31,

2023, all of our named executive officers are in compliance with the stock ownership guidelines. For

additional information regarding the number of shares of stock beneficially owned by our named executive

officers, see “Ownership of Common Stock” on page 103.

Policy Against Hedging Company Stock

To further the corporate governance objective of encouraging alignment of the interests of our

associates and directors with shareholders’ interests in the long-term performance of the Company, the

Company’s Insider Trading Policy prohibits all officers, directors and employees from entering into

hedging transactions and from engaging in short sales related to the Company’s stock. The Policy also

prohibits engaging in or trading any publicly-traded puts, calls or other derivative instruments involving

the Company’s securities.

No Pledges of Company Stock

Our Insider Trading Policy prohibits officers, directors and employees from holding Dollar Tree

stock in a margin account. In addition, none of our executive officers and directors engaged in

transactions involving the pledging of Company stock during fiscal 2022.

ANNUAL COMPENSATION OF EXECUTIVE OFFICERS

In the following table, we summarize the compensation earned during fiscal years 2022, 2021

and 2020 by our Chief Executive Officer, our Chief Financial Officer, each of our three other most

highly compensated executive officers who were employed with the Company at the fiscal year ending

January 28, 2023, and the two most highly compensated executive officers who were not employed with

the Company at the fiscal year ending January 28, 2023. We refer to these seven 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.

Summary Compensation Table

(For the Fiscal Years ended January 28, 2023, January 29, 2022, and January 30, 2021)

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 Witynski

President and Chief

Executive Officer

2022 $1,435,538 — $10,874,880 — $1,396,217 $269,037 $13,975,672

2021 1,384,615 — 7,249,961 — 1,478,325 136,797 10,249,698

2020 1,184,615 — 7,088,690 — 2,433,210 61,372 10,767,887

Jeffrey Davis

(5)

Chief Financial

Officer

2022 269,712 300,000 1,999,977 — 177,495 6,641 2,753,825

2021 — — — — — — —

2020 — — — — — — —

Kevin Wampler

Former Chief

Financial

Officer

2022 820,308 — 2,349,998 — 478,703 51,546 3,700,555

2021 800,000 — 2,349,812 — 741,778 46,653 3,938,243

2020 800,000 — 2,822,924 — 1,056,960 40,064 4,719,948

Richard Dreiling

Executive Chairman

2022 865,385 — — $135,583,212 — 21,182 136,469,779

2021 — — — — — — —

2020 — — — — — — —

Lawrence Gatta, Jr.

Chief Merchandising

Officer—Family Dollar

2022 525,000 — 1,599,892 — 451,850 84,863 2,661,605

2021 — — — — — — —

2020 — — — — — — —

Alasdair James

(6)

Executive Vice

President,

Merchandising and

Supply Chain

2022 851,539 — 3,449,746 — — 23,885 4,325,170

2021 837,692 $200,000 2,299,872 — 590,760 54,285 3,982,609

2020 — — — — — — —

Thomas O’Boyle, Jr.

Former Chief

Operating Officer

2022 757,154 — 2,549,764 — — 24,230 3,331,148

2021 734,615 — 1,700,000 538,438 40,450 3,013,503

2020 650,000 — 2,126,940 — 954,200 42,087 3,773,227

Richard McNeely

(7)

Chief Merchandising

Officer—Dollar Tree

2022 820,308 90,000 1,799,805 — 531,892 257,783 3,499,788

2021 800,000 52,500 1,799,814 — 584,100 64,446 3,300,860

2020 800,000 — 2,225,512 — 1,174,400 41,881 4,241,793

Footnotes to the Summary Compensation Table:

Our annual bonus plan qualifies as a “non-equity incentive plan” for purposes of this table. Earnings under our deferred

compensation plan result from the executives’ investments in mutual funds commonly available to investors generally. The

“Change in Pension Value and Non-Qualified Deferred Compensation Earnings” columns are omitted as all amounts are zero.

(1) Executives may defer up to 50% of their salaries and up to 100% of their annual incentive bonus under the Dollar Tree and

Family Dollar Supplemental Deferred Compensation Plan. Any such deferrals are included in the appropriate column of

this table and shown in the Deferred Compensation table.

(2) Pursuant to SEC rules, this column represents the aggregate grant date fair value during the last three fiscal years of

restricted stock units, performance-based restricted stock units (“RSUs”) and Performance Stock Units (“PSUs”) computed

in accordance with FASB ASC Topic 718 related to (i) annual grants of PSU awards, (ii) annual Long-Term Performance

Plan (“LTPP”) awards with a three-year cumulative performance cycle (“LTPP awards”), (iii) out-of-cycle grants made in

connection with a promotion or hiring, (iv) for fiscal 2020, restricted stock unit awards granted in March 2021 to

Messrs. Witynski, Wampler, O’Boyle and McNeely in connection with the Compensation Committee’s consideration of 2020

annual performance bonus awards for certain executives (as described in footnote (3) below), and (v) for fiscal 2021,

restricted stock units awarded to Mr. McNeely in March 2021 for retention purposes. We are required to report the equity

portion of an LTPP award at the beginning of the LTPP cycle even though, should it be earned, it will not be paid until the end

of the cycle. The LTPP awards are earned only if performance conditions are met and the final payment amount, if any,

will range from 50% to 200%. The amounts shown in this column assume performance at target for LTPP 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 2022 PSU and LTPP awards would be as

follows for Messrs. Witynski, Wampler, Gatta, James, O’Boyle and McNeely, respectively: $17,218,599, $3,818,667,

$2,599,864, $5,462,391, $4,037,405 and $2,924,903. 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 January 28, 2023. See the Grants of Plan-Based Awards Table for information on awards

made in 2022.

(3) The amounts in this column represent the amount of cash that we pay under our Management Incentive Compensation

Plan (“MICP”). The amounts listed were earned in the years shown, but paid after the end of the fiscal year, upon approval

by the Compensation Committee. For fiscal 2020, the Compensation Committee exercised discretion to reduce the MICP

payout for certain executives, including Messrs. Witynski, Wampler, O’Boyle and McNeely, and awarded restricted

stock units vesting 50% on each of the first and second anniversaries of the date of grant without further performance-

based vesting since the original MICP performance measure for 2020 had been satisfied. The restricted stock unit awards

are reported separately under the “Stock Awards” column of this table. The cash amounts paid under the 2020 MICP to

Messrs. Witynski, Wampler, O’Boyle and McNeely are shown in the table. Mr. Dreiling did not participate in the 2022

MICP nor the 2022 LTPP.

(4) The amounts reported in the All Other Compensation column reflect, for each named executive officer, the sum of (i) the

incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount contributed by the Company

to the Company’s 401(k) plan; and (iii) the dollar value of life insurance premiums paid by the Company with respect to

life insurance for the benefit of a named executive officer.

Perquisites include car allowances related to travel, financial and tax planning, executive physicals, relocation, and personal

use of the corporate aircraft, none of which individually exceeded the greater of $25,000 or 10% of the total amount of

perquisites and personal benefits for each officer, except the aggregate incremental cost of the personal use of the corporate

aircraft by Mr. Witynski for fiscal year 2022 in the amount of $226,189, and by Mr. McNeely for fiscal year 2022 in the

amount of $213,699. 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.

Pursuant to our corporate aircraft policy approved by the Board of Directors, the Chief Executive Officer and the Executive

Chairman are permitted use of the Company’s aircraft for non-business purposes for up to 80 hours each per fiscal year. In

exceptional circumstances, they may in their discretion offer available seating to others. In addition, in 2022, Mr. McNeely

was authorized to use the Company’s corporate aircraft to make two trips per month to his home in Tennessee, a practice that

was discontinued in March 2023. The Company calculated the incremental cost to the Company of the personal use of

the Company aircraft based on published industry rates by Conklin & deDecker Associates, Inc. for variable operating costs,

including fuel, landing, catering, handling, aircraft maintenance and pilot travel costs. Fixed costs such as maintenance not

related to personal travel, depreciation of the aircraft, pilot salaries or cost of insurance and administrative services, are

excluded.

The following table includes those perquisites and other personal benefits and additional all other compensation required

by SEC rules to be separately quantified for 2022.

NEO

Perquisites &

Life Insurance 401k Match Total

Michael Witynski $253,614 $15,423 $269,037

Jeffrey Davis 6,641 — 6,641

Kevin Wampler 36,204 15,342 51,546

Richard Dreiling 21,182 — 21,182

Lawrence Gatta, Jr. 84,863 — 84,863

Alasdair James 8,635 15,250 23,885

Thomas O’Boyle, Jr. 11,292 12,938 24,230

Richard McNeely 243,123 14,660 257,783

(5) The amount shown in the Bonus column for Mr. Davis in fiscal 2022 represents a cash sign on bonus paid to Mr. Davis in

the amount of $300,000. Mr. Davis’ employment began in October 2022, and he did not participate in the 2022 LTPP.

(6) The amount shown in the Bonus column for Mr. James in fiscal 2021 represents a cash sign on bonus paid to Mr. James in

the amount of $200,000. As a result of Mr. James’ departure from the Company, the unvested portion (two-thirds) of his

earned PSU award and all of his unvested LTPP award for 2021 and 2022 were forfeited. For additional information on

Mr. James’ equity-based grants in 2022, see the Grants of Plan-Based Awards Table below.

(7) The amount shown in the Bonus column for Mr. McNeely in fiscal 2022 represents cash retention payments paid to

Mr. McNeely in the aggregate amount of $90,000.

Grants of Plan-Based Awards Table

Name Grant Date

Compensation

Committee

Action

Date

(1)

Estimated Future Payouts

Under Non-Equity Incentive

Plans

Estimated Future Payouts

Under Equity Incentive

Plans

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units

(#)

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

Exercise

or Base

Price of

Option

Awards

($/Sh)

Grant Date

Fair Value

of Stock

and Option

Awards

($)

(6)

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

Michael Witynski —

(2)

$ 540,750 $ 2,163,000 $ 4,596,375 — — — — — — —

4/1/2022 2/26/2022 — — — 42,632

(3)

56,843

(3)

85,264

(3)

— — — $ 9,062,479

4/1/2022 2/26/2022 — — — 5,684

(4)

11,368

(4)

22,737

(4)

— — — 1,812,400

Jeffrey Davis 11/25/2022 08/20/2022 13,216

(5)

1,999,977

Kevin Wampler —

(2)

185,400 741,600 1,575,900 — — — — — — —

4/1/2022 2/26/2022 — — — 8,291

(3)

11,055

(3)

16,582

(3)

— — — 1,762,499

4/1/2022 2/26/2022 — — — 1,842

(4)

3,685

(4)

7,370

(4)

— — — 587,500

Richard Dreiling

(7)

3/19/2022

(2)

— — — — — — — 2,252,587 $ 157.17 135,583,212

Lawrence Gatta, Jr. 07/01/2022 04/20/2022 175,000 700,000 1,487,500 — — — — — — —

07/01/2022 04/20/2022 5,759

(3)

7,679

(3)

11,518

(3)

— — — 1,199,997

07/01/2022 04/20/2022 1,279

(4)

2,559

(4)

5,119

(4)

— — — 399,895

Alasdair James

(8)

—

(2)

278,100 1,112,400 2,363,850 — — — — — — —

4/1/2022 2/26/2022 — — — 13,524

(3)

18,032

(3)

27,049

(3)

— — — 2,874,842

4/1/2022 2/26/2022 — — — 1,803

(4)

3,606

(4)

7,213

(4)

— — — 574,905

Thomas O’Boyle, Jr.

(9)

—

(2)

193,125 772,500 1,641,563 — — — — — — —

4/1/2022 2/26/2022 — — — 9,996 13,328 19,993 — — — 2,124,883

4/1/2022 2/26/2022 — — — 1,332 2,665 5,331 — — — 424,881

Richard McNeely —

(2)

206,000 824,000 1,751,000 — — — — — — —

4/1/2022 2/26/2022 6,350

(3)

8,467

(3)

12,701

(3)

1,349,894

4/1/2022 2/26/2022 — — — 1,411

(4)

2,822

(4)

5,645

(4)

— — — 449,911

Footnotes to the Grants of Plan-Based Awards Table:

(1) The date of grant for the relevant award is established by the Compensation Committee during a regularly scheduled meeting or by written consent.

(2) Our Management Incentive Compensation Plan is considered a “non-equity incentive plan.” MICP targets are established by the Compensation Committee early in the fiscal year and

amounts payable are determined and paid in the following year, when annual results are available, upon approval by the Compensation Committee. For 2022, bonuses were targeted

at 150% of salary for the President and Chief Executive Officer, 120% of salary for the Executive Vice President, Merchandising and Supply Chain, 100% of salary for the Chief Financial

Officer, Chief Operating Officer and the Chief Merchandising Officers and 90% of salary for the former Chief Financial Officer, with corporate performance representing 100% of the

goal. Mr. Dreiling did not participate in the 2022 annual cash bonus incentive program. 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 awards of PSUs that will vest in approximately three equal installments over three years only upon the determination by the Compensation Committee that the Company

achieved its fiscal 2022 performance target goal and upon the executives remaining with the Company through the vesting dates, unless vesting is accelerated due to death, disability or

retirement. The amount of the payment, if earned, will range from 75% to 150% of the target depending upon the level of performance achieved. The Compensation Committee

determined in March 2023 that the PSUs awarded in 2022 achieved the established performance goal for the fiscal year ended January 28, 2023.

(4) The Compensation Committee approved the LTPP awards 100% in the form of RSUs with three-year performance-based total target award values. The percentage of the RSUs that

vest will be based on the level at which the Company achieves its three-year cumulative performance goal for the performance period from January 30, 2022 through February 1,

2025. The amount of the payment earned will range from 50% to 200% and will be paid in 2025 when the achievement level is available and determined by the Committee.

(5) The Compensation Committee approved a sign-on award of RSUs that will vest in approximately two equal installments over two years provided that Mr. Davis remains with the

Company through the vesting dates, unless vesting is accelerated due to death or disability.

(6) This column shows the full grant date fair value under FASB ASC Topic 718 of PSU and LTPP awards. For the PSU and LTPP awards awarded on April 1, 2022, July 1, 2022 and

November 25, 2022 the fair value is calculated using the closing price of our stock on the grant date which was $159.43, 156.27 and $151.33 respectively. 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 January 28, 2023.

(7) On March 19, 2022, Mr. Dreiling was granted a one-time award of options to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as

an employment inducement in connection with his appointment as Executive Chairman. The stock option has a ten-year term and is scheduled to vest in equal installments on each of

the first five anniversaries of the grant date, subject to Mr. Dreiling’s continued employment with the Company through each vesting date. The stock option was granted separate and

apart from our authority to grant awards of stock options under our 2021 Omnibus Incentive Plan.

(8) As a result of Mr. James’ departure from the Company, all of his unvested PSU and LTPP awards for 2022 were forfeited.

(9) As a result of Mr. O’Boyle’s departure from the Company, all of his unvested PSU and LTPP awards for 2022 were forfeited.

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, restricted stock awards, PSU awards, unvested performance-based RSU awards and

unvested LTPP 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 28, 2023,

which was $150.37. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the

Compensation Discussion and Analysis.

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

($)

Michael Witynski 4/1/2020 — — — — — 17,480

(1)

2,628,468 — —

4/1/2020 — — — — — — — 11,653

(2)

1,752,262

8/28/2020 — — — — — 10,292

(1)

1,547,608 — —

8/28/2020 — — — — — — — 6,861

(2)

1,031,689

3/16/2021 — — — — — 29,465

(1)

4,430,652

3/16/2021 — — — — — — — 16,622

(2)

2,499,450

3/16/2021 — — — — — 4,993

(3)

750,797 — —

4/1/2022 — — — — — — — 56,843

(1)

8,547,482

4/1/2022 — — — — — — — 11,368

(2)

1,709,406

Jeffrey Davis 11/25/2022 13,216

(4)

1,987,290

Kevin Wampler 4/1/2020 — — — — — 12,085

(1)

1,817,221 — —

4/1/2020 — — — — — — — 8,047

(2)

1,210,027

3/16/2021 — — — — — 9,550

(1)

1,436,034

3/16/2021 — — — — — — — 5,387

(2)

810,043

3/16/2021 — — — — — 2,169

(3)

326,153 — —

4/1/2022 — — — — — — — 11,055

)(1)

1,662,340

4/1/2022 — — — — — — — 3,685

(2)

554,113

Richard Dreiling 3/19/2022 — 2,252,587

(5)

— 157.17 03/19/2032 — — — —

Lawrence Gatta 7/1/2022 — — — — — — — 7,679

(1)

1,154,691

7/1/2022 — — — — — — — 2,559

(2)

384,797

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

($)

Alasdair James

(6)

3/16/2021 — — — — — — —

3/16/2021 — — — — — — — — —

4/1/2022 — — — — — — — — —

Thomas O’Boyle, Jr.

(7)

4/1/2020 — — — — — — —

4/1/2020 — — — — — — — —

3/16/2021 — — — — — — —

3/16/2021 — — — — — — — —

3/16/2021 — — — — — — —

4/1/2022 — — — — — — — — —

Richard McNeely 4/1/2020 — — — — — 8,740

(1)

1,314,234 — —

4/1/2020 — — — — — — — 5,826

(2)

876,056

3/16/2021 — — — — — 7,315

(1)

1,099,957

3/16/2021 — — — — — — — 4,126

(2)

620,427

3/16/2021 — — — — — 2,410

(3)

362,392 — —

3/16/2021 — — — — — 9,170

(8)

1,378,893

4/1/2022 — — — — — — — 8,467

(1)

1,273,183

4/1/2022 — — — — — — — 2,822

(2)

424,344

Footnotes to Outstanding Equity Awards Table:

(1) The PSUs awarded during the 2022 fiscal year are based on the achievement of certain performance goals for the fiscal year ending January 28, 2023 and 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 amount of the payment, if earned, will range from 75% to 150% of the target depending upon the level of performance achieved. The

Compensation Committee determined in March 2023 that the Company achieved 95.4% of the established performance goal for the fiscal year ended January 28, 2023 for the PSUs

awarded in 2022 resulting in a payout of 92.33% of the target. These awards 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 Compensation Committee determined in March 2022 and March 2021 that the Company achieved the established performance goal in fiscal years ended January 29, 2022 and

January 30, 2021 for the PSUs awarded in 2021 and 2020 and the performance-based RSUs awarded in 2020, respectively. These awards 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.

(2) The LTPP awards granted on April 1, 2022 are based on the achievement of a three-year cumulative performance goal based on total sales for the performance period beginning on

January 28, 2023 and ending on February 1, 2025. The amount of payment, if earned, will range from 50% to 200% of stated target and will be paid in 2025, when the achievement level

is available and approved by the Committee.

The LTPP awards granted on March 16, 2021 are based on the achievement of a three-year cumulative performance goal based on total sales for the performance period beginning

on January 31, 2021 and ending on February 3, 2024. The amount of payment, if earned, will range from 50% to 200% of stated target and will be paid in 2024, when the achievement

level is available and approved by the Committee.

The LTPP awards granted on April 1, 2020 (and the promotional award granted to Mr. Witynski on August 28, 2020) are based on the achievement of a three-year cumulative performance

goal based on adjusted EBITDA for the performance period beginning on February 2, 2020 and ending on January 28, 2023. The amount of payment, if earned, will range from 50%

to 200% of stated target and will be paid in 2023, when the achievement level is available and approved by the Committee. The Compensation Committee determined in March 2023 that

the Company exceeded the threshold performance goal for the 2020 LTPP awards and approved the 2020 LTPP payment.

(3) In March 2021, the Compensation Committee exercised discretion to reduce the 2021 MICP payout for performance ended fiscal year January 30, 2021 for certain executives,

including Messrs. Witynski, Wampler, O’Boyle and McNeely, and awarded RSUs vesting 50% on each of the first and second anniversaries of the date of grant without further performance-

based vesting since the original MICP performance measure for 2020 had been satisfied. These awards will vest in two approximately equal installments over two years provided the

named executive officers remain continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement.

(4) The Compensation Committee approved a sign-on award to Mr. Davis of RSUs that will vest in approximately two equal installments over two years provided that Mr. Davis remains

with the Company through the vesting dates, unless vesting is accelerated due to death or disability.

(5) On March 19, 2022, Mr. Dreiling was granted a one-time award of options to purchase 2,252,587 shares of Company common stock with an exercise price per share of $157.17 as

an employment inducement in connection with his appointment as Executive Chairman. The stock option has a ten-year term and is scheduled to vest in equal installments on each of

the first five anniversaries of the grant date, subject to Mr. Dreiling’s continued employment with the Company through each vesting date. The stock option was granted separate and

apart from our authority to grant awards of stock options under our 2021 Omnibus Incentive Plan.

(6) As a result of Mr. James’ departure from the Company, the unvested portion (two-thirds) of his earned PSU award and all of his unvested LTPP award for 2021 were forfeited.

(7) As a result of Mr. O’Boyle’s departure from the Company, the unvested portion of his PSU and LTPP awards were forfeited.

(8) On March 16, 2021, the Compensation Committee granted to Mr. McNeely a retention award of restricted stock units that will vest in full on April 1, 2023, provided that Mr. McNeely

remains continuously employed with the Company through the vesting date. The award is subject to accelerated vesting in the event of Mr. McNeely’s death, disability or termination of

employment without cause.

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 January 28, 2023. 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.

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

($)

Michael Witynski — — 55,148 $ 8,433,914

Jeffrey Davis —— — —

Kevin Wampler — — 26,200 4,126,028

Richard Dreiling —— — —

Lawrence Ga tta, Jr. —— — —

Alasdair James — — 4,673 710,670

Thomas O’Boyle, Jr. — — 15,668 2,458,297

Richard McNeely — — 18,754 2,945,358

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.

Name

Executive

Contributions

in Last FY

($)

Registrant

Contributions

in Last FY

($)

Aggregate

Earnings

in Last FY

($)

Aggregate

Withdrawals/

Distributions

($)

Aggregate

Balance

at Last

FYE

($)

Michael Witynski —— — — —

Jeffrey Davis —— — — —

Kevin Wampler — — $ 65,084 $ 77 $ 805,843

Richard Dreiling —— — — —

Lawrence Ga tta, Jr. $ 10,824 — 154 — 10,978

Alasdair James —— — — —

Thomas O’Boyle, Jr. —— — — —

Richard McNeely —— — — —

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 2.5 times the reference salary and

reference bonus (as defined in the agreements) for Michael Witynski, and 1.5 times for our other named

executive officers. These agreements also contain a clawback provision and certain restrictive

covenants which apply under certain circumstances.

Executive Agreements. The Company has certain Executive Agreements with its named

executive officers, other than Mr. Dreiling, that provide for a release and restrictive covenants to protect

the Company, including a covenant not to compete, in consideration for which the Company agreed

to provide a base salary continuation benefit and payment of a portion of monthly health insurance

premiums for the benefit period set forth in the Executive Agreement in the event the executive’s

employment is terminated without “cause” (as defined in the agreement) or on account of the executive’s

death or disability. An executive is not entitled to the benefits provided by the Executive Agreement if

the executive retires, voluntarily resigns for any reason or receives payments under the change in control

Retention Agreements. An amendment to the Executive Agreements in March 2022 extended the

benefit period under the Executive Agreements from 12 months to 24 months (or until the executive

becomes employed if less than the applicable salary continuation period).

In addition, the Company entered into an Addendum to Executive Agreement (the “Addendum”)

with Mr. Witynski, effective March 1, 2022 which further amends his Executive Agreement with the

Company to provide that (i) in the event that he is entitled to severance under the Executive Agreement,

his salary continuation payments will also include an amount equal in the aggregate to two times his

target annual bonus for the fiscal year in which his employment terminates, and (ii) for purposes of his

outstanding equity awards, if his employment is terminated by the Company without “good cause” (as

defined in the Addendum), he will be deemed to have terminated employment due to “retirement”

(within the meaning of the applicable award agreements). Mr. Witynski’s employment with the Company

terminated on January 28, 2023, and Mr. Witynski is entitled to receive the separation payments

provided by his amended Executive Agreement in accordance with its terms.

On March 19, 2022, we entered into an Executive Agreement with Mr. Dreiling governing his

service as Executive Chairman. Upon a termination of Mr. Dreiling’s employment by the Company

without “cause” or by Mr. Dreiling for “good reason” (each as defined in the agreement), Mr. Dreiling will

receive, subject to continued compliance with the restrictive covenants in the agreement and execution

and non-revocation of a separation agreement containing a release of claims, (i) continued base salary

for 24 months following termination (or, if shorter, through the end of the term) and (ii) accelerated

vesting of an additional number of options of his March 19, 2022 stock option award that would have

vested through the 365th day after Mr. Dreiling’s termination had his employment not terminated and

assuming daily vesting of such award, or, if such termination is within six months prior to, or two years

following, a “change in control” (as defined in the agreement), accelerated vesting of the pro rata

portion of such option award that would have vested at the next anniversary of the award’s grant date,

plus accelerated vesting of one additional tranche of such option award. Upon termination of

Mr. Dreiling’s employment due to his death or disability (as defined in the agreement), Mr. Dreiling will

be eligible to receive accelerated vesting of an additional number of options of such March 19, 2022

option award that would have vested through the 365th day after Mr. Dreiling’s termination had his

employment not terminated and assuming daily vesting of such award. Upon Mr. Dreiling’s retirement

(as determined in the sole discretion of the Board), Mr. Dreiling will be eligible to receive accelerated

vesting of the pro-rata portion of such March 19, 2022 option award that would have vested at the

next anniversary of the award’s grant date. Mr. Dreiling’s Executive Agreement contains certain covenants

by which Mr. Dreiling is bound, including covenants not to compete with or solicit employees of the

Company for a specified period following the termination of Mr. Dreiling’s employment.

On January 25, 2023, we entered into an Amendment to Executive Agreement with Mr. Dreiling

which modifies the terms of his Executive Agreement to reflect, among other things, Mr. Dreiling’s

additional role as Chief Executive Officer of the Company effective January 29, 2023, and an increase

in his annual base salary from $1,000,000 to $1,350,000 during the period that he serves as Executive

Chairman and Chief Executive Officer. Mr. Dreiling will also be eligible for an annual cash incentive bonus

under the Company’s management incentive compensation plan, based on performance criteria and

other conditions as may be approved by the Board upon the recommendation of the Compensation

Committee. Upon termination of Mr. Dreiling’s employment with the Company during his service as

Executive Chairman and Chief Executive Officer, any salary continuation payment payable to

Mr. Dreiling would be based on the higher salary in effect at that time and any payout of an annual

cash incentive bonus would be based on the terms of the management incentive compensation plan.

In light of the grant to Mr. Dreiling in March 2022 of a stock option award upon his appointment as

Executive Chairman, which was intended by the Company to be a multi-year award, Mr. Dreiling will not

be eligible to receive additional long-term equity incentive awards for his service as Executive Chairman

and Chief Executive Officer.

On August 22, 2022, in connection with the Company’s appointment of Jeffrey Davis as Chief

Financial Officer, we entered into a letter agreement with Mr. Wampler concerning his transition from

the position of Chief Financial Officer of the Company and expected separation from service in April 2023.

The letter agreement provides for the continuation of Mr. Wampler’s current compensation arrangements

during the transition period until his separation from service. The letter agreement also provides that

Mr. Wampler will be entitled to receive any incentive cash bonus or equity payouts from existing programs

and grants for fiscal 2022 to the extent earned and payable in accordance with their terms. However,

he will not be eligible to receive any new equity grants or participate in the annual cash bonus plan in

fiscal 2023. In addition, the letter agreement with Mr. Wampler amends his Executive Agreement with the

Company to provide that the 24 months of salary continuation payments that would otherwise be

payable to Mr. Wampler following his separation from service will be reduced by the number of full months

he serves at his current base salary between the transition date (which occurred on October 2, 2022

when Mr. Wampler ceased serving as Chief Financial Officer) and Mr. Wampler’s separation date. Thus,

the continuation of Mr. Wampler’s base salary during the transition period will have the effect of

reducing the number of salary continuation payments Mr. Wampler is entitled to receive following his

separation from service.

Equity Plans. Our equity compensation plans contain provisions that may convey benefits to

our executives and other plan participants upon a change in control. Generally, the provisions address

the treatment of awards upon separation from the Company due to death, disability or retirement, or due

to a change in control, as defined within the plans. The Company’s 2021 Omnibus Incentive Plan, the

principal plan under which we currently make awards, provides that in the event of a change in control,

awards do not automatically vest, although the Compensation Committee may accelerate the vesting

or exercisability of an award in its sole discretion. In addition, the 2021 Omnibus Incentive Plan provides

that, unless otherwise set forth in an award agreement, separate employment agreement or retention

agreement, in the event of the involuntary termination of an employee’s service with the Company

without “cause” within twenty-four months after a change in control of the Company, the following will

occur: (i) all of the employee’s outstanding options and stock appreciation rights become vested and

exercisable, (ii) all restrictions and conditions of all restricted stock awards and RSUs held by the

employee lapse and (iii) all performance units and any other awards held by such employee are deemed

to be fully earned at the participant’s target level.

The benefits and payments arising under these agreements and plans for our named executive

officers (other than Mr. Dreiling) are discussed below, except to the extent a benefit or payment is

available generally to all salaried employees and does not discriminate in favor of our executive officers

or to the extent already discussed under “Nonqualified Deferred Compensation” above. The benefits

and payments arising under Mr. Dreiling’s Executive Agreement, including salary continuation and

vesting of options upon termination of employment or a change in control, are described under “Executive

Agreements.”

▶ Payments Upon Termination Due to Death or Disability

If a named executive officer’s employment with us terminates due to death or disability (as

defined in the applicable agreements):

Salary Continuation. Under the Executive Agreement, the executive receives a base salary

continuation benefit together with payment of a portion of monthly medical insurance premiums

(if elected by the executive) for the benefit period.

Annual bonus. The annual cash bonus under the MICP will not be paid.

Stock options. Our form of stock option agreement provides that in the event of an executive’s

termination of employment due to death, the option will become fully vested and exercisable

on the date of death. In the event of the executive’s termination of employment due to disability

(as defined in the stock option agreement), the option will continue to vest and become

exercisable in accordance with the vesting and exercise schedule set forth in the notice of

grant, as though the executive had not had a termination of employment. Options may be

exercised until the ten-year anniversary of the grant date if the executive’s termination of

employment was due to death or disability, unless such options have expired earlier. The benefits

and payments arising under Mr. Dreiling’s Executive Agreement, including salary continuation

and vesting of options upon termination of employment, are described under “Executive

Agreements” on page 86.

Performance-based restricted stock units (including PSUs) and LTPP awards. 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.

Life Insurance. In the event of death, a named executive officer’s beneficiary will receive payments

under our executive life insurance program.

▶ Payments Upon Termination Due to Retirement

In the event of the retirement (as defined in the applicable governing documents) of a named

executive officer:

Annual bonus. The annual cash bonus under the MICP will not be paid.

Stock options. Our form of option agreement provides that in the event of the executive’s

termination of employment due to 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 retirement, unless such options expired

earlier due to the executive’s failure to comply with the restrictive covenants set forth in the option

agreement. The benefits and payments arising under Mr. Dreiling’s Executive Agreement,

including salary continuation and vesting of options upon retirement, are described under

“Executive Agreements” on page 86.

Performance-based restricted stock units (including PSUs) & LTPP awards. 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. In

addition, for LTPP awards, upon retirement there shall be a pro rata payout based on months

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.

▶ Payments Upon a Voluntary Termination by the Executive

In the event of voluntary termination by an executive, the annual MICP bonus will not be paid

and unvested performance-based restricted stock units and unvested LTPP awards are cancelled.

Although no outstanding options are held by our executives, other than Mr. Dreiling, our form of option

agreement provides that a stock option will be exercisable for the number of shares for which it was

exercisable on the date of termination, but no further vesting or additional exercisability will occur.

Options that have vested prior to voluntary termination, and other than at a time when cause exists,

remain exercisable for three months after termination, but not beyond the normal expiration date. As

noted above, special provisions apply to equity awards if the voluntary termination qualifies as a

retirement. The benefits and payments arising under Mr. Dreiling’s Executive Agreement, including

salary continuation and vesting of options upon retirement, are described under “Executive Agreements”

on page 86.

See “Payments After a Change in Control” for a discussion of resignation by a named executive

officer for good reason in connection with a change in control.

▶ Payments Upon Involuntary Termination by the Company

The payments to be made to a named executive officer upon involuntary termination vary

depending upon whether termination is with or without “cause” (as defined in the applicable agreements).

Involuntary Termination with Cause. Upon an involuntary termination with cause, a named

executive officer receives no benefits under the Executive Agreement or the change in control

Retention Agreement. The annual cash bonus under the MICP will not be paid, and vested and

unvested stock options and unvested performance-based restricted stock units (including

PSUs) and LTPP awards are immediately forfeited.

Involuntary Termination without Cause. Upon an involuntary termination without cause, the

following applies to the named executive officers, other than Mr. Dreiling, (unless the termination

is in connection with a change in control, which is discussed below):

• The annual cash bonus under the MICP will not be paid.

• A base salary continuation benefit, together with payment of a portion of monthly

medical insurance premiums (if elected by the executive) for the benefit period, will be

paid under the Executive Agreement.

• The following treatment for incentive awards:

◦ Stock options. Under our form of option agreement unvested options shall be

forfeited while vested options generally may be exercised for a period of one year

from the date of termination of employment unless such options have expired

earlier. See “Executive Agreements” for a discussion of the benefits and payments

arising under Mr. Dreiling’s Executive Agreement upon the occurrence of a

termination without cause.

◦ Performance-based restricted stock units (including PSUs) and LTPP awards.

Unearned and unvested awards shall be forfeited and cancelled unless otherwise

provided by the applicable agreements.

See “Payments After a Change in Control” for a discussion of termination without cause of a

named executive officer in connection with a change in control.

▶ Payments After a Change in Control

The Company has no agreement, plan or arrangement that provides for payments to a named

executive officer in connection with a change in control of the Company unless the named executive

officer’s employment with us is also terminated. This is known as a “double trigger.”

If the employment of a named executive officer is:

• involuntarily terminated by the Company without cause or

• the executive 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 in addition to earned but unpaid salary, then the named executive

officers that are under the Company’s form Retention Agreement shall receive the following:

Annual Bonus. Any earned but unpaid bonus under the MICP will be paid. In addition, for the year

in which termination occurs—for which no MICP bonus will have been certified—a pro rata

annual bonus calculated from the three-year average of previously earned cash bonuses is paid.

Severance Payment. An amount equal to the sum of Reference Salary and Reference Bonus

(as defined in the change in control Retention Agreement) times a multiplier (2.5x for the Chief

Executive Officer and Executive Chairman, and 1.5x for all other named executive officers)

will be paid, except for Messrs. Dreiling and McNeely neither of whom have a Retention

Agreement.

Benefit Continuation. Continued participation in the medical, dental, health and life insurance

plans for an applicable period.

Stock options, performance-based restricted stock units, PSUs and LTPP equity awards. All

service-based conditions shall be deemed to have been satisfied, but no payment is made on

such equity awards unless and until performance-based criteria are determined to be satisfied by

the Compensation Committee, except that for Mr. Wampler, the performance-based criteria

shall be deemed met at the target level under grandfathered Retention Agreements.

However, the benefits described above are capped to the extent any would be subject to the

excise tax imposed by Section 4999 of the Internal Revenue Code. In that case, the present value of

the aggregate amount of all such Payments shall not exceed 2.99 times the named executive officer’s

“base amount” (as defined in Section 280G(b)(3) of the Code).

The occurrence of a change in control does not otherwise impact payments to be made, if any,

upon a termination of employment due to death, disability, retirement or voluntary termination by the

employee (other than for good reason) or involuntary termination for cause. See the applicable sections

above for an explanation of payments, if any, in those scenarios.

Potential Payout Amounts Assuming Termination as of Fiscal Year End

The following tables reflect potential payments to each named executive officer in various

termination and change in control scenarios. The following additional conditions and assumptions

apply:

• Amounts are based on compensation, benefit and equity levels in effect on, and assuming

the applicable termination event occurred as of, the end of our fiscal year, Saturday,

January 28, 2023.

• For stock valuations, we have used the closing price of our stock on the Nasdaq Global

Select Market on Friday, January 27, 2022 ($150.37).

• The tables below report only amounts that are increased, accelerated or otherwise paid or

owed as a result of the applicable scenario and thus exclude earned but unpaid base

salary through the employment termination date and stock options, performance-based

restricted stock units, LTPP awards that had vested prior to the event and any deferred

compensation plan benefits. For more information, see “Nonqualified Deferred

Compensation” above.

• Where applicable, the tables assume that achievement of performance-based criteria in

relevant awards are ultimately determined by the Compensation Committee at the target

level.

• The tables also exclude any amounts that are available generally to all salaried employees

and do not discriminate in favor of our executive officers.

Unless otherwise indicated, the amounts shown are merely estimates. We cannot determine actual

amounts to be paid until a termination or change in control scenario occurs.

Potential Payments to Named Executive Officers Upon Occurrence

of Various Termination Events, as of January 28, 2023

(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 January 28, 2023 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 94). 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.

Name

Death

($)

Disability

($)

Retirement

($)

Involuntary

Termination

without Cause

($)

Michael Witynski

Salary continuation

(1)

$ 7,225,910 $ 7,225,910 n/a $7,225,910

Award vested due to event:

(2)

Service-based RSUs and PSUs 17,905,007 17,905,007 $17,905,007 —

LTPP award (RSUs) 6,992,806 6,992,806 6,992,806 —

Options ————

Life insurance proceeds

(3)

525,000 n/a n/a n/a

Total 32,648,723 32,123,723 24,897,813 7,225,910

Jeffrey Davis

Salary continuation

(1)

832,798 832,798 n/a 832,798

Award vested due to event:

(2)

Service-based RSUs and PSUs

(4)

1,987,290 1,987,290 1,987,290 —

LTPP awards (RSUs) ————

Options ————

Life insurance proceeds

(3)

— n/a n/a n/a

Total 2,820,088 2,820,088 1,987,290 832,798

Kevin Wampler

Salary continuation

(1)

831,949 831,949 n/a 831,949

Award vested due to event:

(2)

Service-based RSUs and PSUs 5,241,748 5,241,748 5,241,748 —

LTPP awards (RSUs) 2,574,184 2,574,184 2,574,184 —

Options ————

Life insurance proceeds

(3)

700,000 n/a n/a n/a

Total 9,347,881 8,647,881 7,815,932 831,949

Richard Dreiling

Salary continuation

(1)

2,000,000 2,000,000 n/a 2,000,000

Award vested due to event

(2)

Service-based RSUs and PSUs ————

LTPP awards (RSUs) ————

Options

(5)

————

Life insurance proceeds

(3)

— n/a n/a n/a

Total 2,000,000 2,000,000 — 2,000,000

Lawrence Gatta, Jr.

Salary continuation

(1)

707,572 707,572 n/a 707,572

Award vested due to event:

(2)

Service-based RSUs and PSUs 1,154,691 1,154,691 1,154,691 —

LTPP awards (RSUs) 384,797 384,797 384,797 —

Options ————

Life insurance proceeds

(3)

— n/a n/a n/a

Total 2,247,060 2,247,060 1,539,488 707,572

Name

Death

($)

Disability

($)

Retirement

($)

Involuntary

Termination

without Cause

($)

Alasdair James

Salary continuation

(1)

935,623 935,623 n/a 935,623

Award vested due to event:

(2)

Service-based RSUs and PSUs ————

LTPP awards (RSUs) ————

Options ————

Life insurance proceeds

(3)

— n/a n/a n/a

Total

(6)

935,623 935,623 n/a 935,623

Thomas O’Boyle, Jr.

Salary continuation

(1)

784,155 784,155 n/a 784,155

Award vested due to event:

(2)

Service-based RSUs and PSUs ————

LTPP awards (RSUs) ————

Options ————

Life insurance proceeds

(3)

— n/a n/a n/a

Total

(6)

784,155 784,155 n/a 784,155

Richard McNeely

Salary continuation

(1)

834,368 834,368 n/a 834,368

Award vested due to event:

(2)

Service-based RSUs and PSUs 4,049,765 4,049,765 4,049,765 —

LTPP award (RSUs) 1,920,826 1,920,826 1,920,826 —

Options ————

RSU retention award

(7)

1,378,893 1,378,893 — 1,378,893

Life insurance proceeds

(3)

450,000 n/a n/a n/a

Total 8,633,852 8,183,852 5,970,591 2,213,261

(1) Represents the aggregate amount of the base salary continuation benefit and payment of a portion of the executive’s

monthly medical insurance premiums during the 24-month salary continuation period, assuming the executive elected to

receive such medical insurance coverage for its maximum duration. The severance benefit is not payable upon

retirement.

In March 2022, the Company and Mr. Witynski entered into an Addendum to his Executive Agreement which provides

for an additional payment that is to be made over 24 months in an aggregate amount that is equal to two times his target

annual bonus for the fiscal year in which his employment terminates. Mr. Witynski’s employment with the Company

terminated on January 28, 2023, the last day of the Company’s 2022 fiscal year, and the additional payment to be made

pursuant to the Addendum is included in the salary continuation amount shown in the table.

In August 2022, the Company and Mr. Wampler entered into a letter agreement amending his Executive Agreement to

provide that the 24 months of salary continuation payments that would otherwise be payable to Mr. Wampler following his

separation from service will be reduced by the number of full months he serves at his current base salary between

the transition date (which occurred on October 2, 2022 when Mr. Wampler ceased serving as Chief Financial Officer)

and Mr. Wampler’s separation date. The amount shown in the table for Mr. Wampler was determined based on an

assumed separation date of January 28, 2023.

(2) Under performance-based RSUs, PSUs and LTPP awards, service-based vesting requirements shall be deemed

satisfied upon the executive’s death, disability or retirement, but no payment is made until achievement of performance-

based criteria is determined by the Compensation Committee. In addition, in the case of retirement, the LTPP payout

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. Except for Mr. Dreiling, none of our executives held outstanding options as of

January 28, 2023.

(3) In the event of death, a named executive officer’s beneficiary will receive payments under our executive life insurance

program.

(4) In connection with his appointment as Chief Financial Officer, Mr. Davis received an initial sign-on equity grant of service-

based RSUs, with one-half vesting one year from the grant date and one-half vesting two years from the grant date,

with vesting conditioned on continued employment through the respective grant dates. The award agreement provides

that the vesting requirements are deemed satisfied in the event of Mr. Davis’ death, disability or retirement, but any

unvested portion of the award is forfeited if Mr. Davis’ employment terminates for any other reason (except in connection

with a change in control).

(5) Mr. Dreiling’s Executive Agreement provides for accelerated vesting of his stock option award granted on March 19,

2022 in the event of his termination of employment without cause or resignation for Good Reason (as defined in the

agreement), or in the event of his death, disability or retirement. The value of the accelerated options for each event

identified in the table is based on the spread between the closing price of the Company’s common stock on Friday,

January 27, 2023, which was $150.37, 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 86.

(6) The amounts shown in the table include only the salary continuation benefits to be paid to Alasdair James and

Thomas O’Boyle, Jr. pursuant to the terms of their Executive Agreements as a result of the termination of their

employment without cause on April 7, 2022 and June 27, 2022, respectively.

(7) Mr. McNeely was granted a service-based retention award of restricted stock units on March 16, 2021 that vests in full

on April 1, 2023, provided Mr. McNeely remains continuously employed with the Company through the vesting date.

The award is subject to accelerated vesting in the event of Mr. McNeely’s death, disability or termination of employment

without cause.

Potential Payments to Named Executive Officers Upon Occurrence

of “Double Trigger” / Change in Control, as of January 28, 2023

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

January 28, 2023.

Name

Severance

Payment

(1)

Bonus

(2)

Award Vested Due to Event

(3)

Total

Earned but

Unpaid

MICP

Pro-Rata

Calculated

Bonus

Options

RSUs and

PSUs

LTPP

Award

(RSUs)

Michael Witynski $6,093,013 $990,430 $ — $17,905,007 $6,992,806 $31,981,256

Jeffrey Davis 2,174,034 204,188 — 1,987,290 4,365,512

Kevin Wampler 1,833,837 390,693 — 5,241,748 2,574,184 10,040,462

Richard Dreiling

(4)

2,000,000 — — — — 2,000,000

Lawrence Gatta, Jr. 1,845,744 393,750 — 1,154,691 384,797 3,778,982

Alasdair James —— — — — —

Thomas O’Boyle, Jr. —— — — — —

Richard McNeely

(4)

— 458,796 — 5,428,658 1,920,826 7,808,280

(1) The Retention Agreements with our executives (other than Mr. Dreiling and Mr. McNeely) provide for a severance

payment in the amount of 1.5x (2.5x for Mr. Witynski) the sum of the executive’s reference salary and reference bonus

amounts. This column also includes the cost of continued health benefits provided under the agreement. The amount

of severance shown in the table for Mr. Dreiling reflects a 24-month salary continuation benefit payable in connection with

a change in control, subject to continued compliance with the restrictive covenants set forth in his Executive Agreement.

(2) Under the Retention Agreements, if there are amounts earned but unpaid under our MICP, then these shall be paid

out, together with a pro rata calculated bonus for the fiscal year in which termination occurs. Because this table assumes

termination occurs as of the last day of the fiscal year, it shows actual MICP amounts earned for the completed fiscal

year. At such date, there would be no pro rata bonus allocable to the new fiscal year.

(3) These three columns reflect the value of unvested RSUs, PSUs and LTPP awards that become payable under the

scenario described based on the closing market price of our stock as of January 27, 2023, which was $150.37. The

value of Mr. Dreiling’s accelerated options is based on the spread between the $150.37 closing price of our common

stock on January 27, 2023 and the $157.17 exercise price of the option.

(4) Mr. Dreiling and McNeely do not have Retention Agreements and therefore Mr. Dreiling would not be eligible to receive

a MICP bonus and Mr. McNeely would not be eligible to receive a severance payment or MICP bonus upon a change

in control.

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 2022, 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.

Pay Ratio Methodolog y

In determining the median employee, we included all U.S. employees who were employed by

the Company on January 28, 2023, the date we selected to identify our employees for purposes of the

pay ratio calculation. We excluded all 4,413 associates who are employed in Canada and other

jurisdictions outside of the United States, as they represent less than five percent (5%) of our total

workforce. We then compiled compensation information for the period beginning on January 30, 2022

through January 28, 2023. Out of a total population of 203,560 employees, 135,402 were part-time

employees and 3,723 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 2022 was a part-

time hourly store associate located in the United States.

Required Pay Ratio

The Chief Executive Officer’s total annual compensation for fiscal 2022, as reported in the

Summary Compensation Table on page 77 of this proxy statement, was $13,975,672 and the median

employee’s total annual compensation for fiscal 2022 was $14,702, resulting in an estimated pay ratio of

951:1.

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.

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 139,125 part-time, temporary and seasonal workers out of a

total population of 203,560 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 January 28, 2023 (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

January 28, 2023, we determined that our median employee in fiscal 2022 was a full-time Assistant

Store Manager located in the United States with total annual compensation in the amount of $34,221.

As a result, the ratio of the total annual compensation of the Chief Executive Officer, in the amount of

$13,975,672 for fiscal 2022, to the median full-time employee’s total annual compensation for fiscal

2022, was estimated to be 408:1.

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.

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 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 each fiscal year presented. 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)

(Witynski)

Summary

Compensation

Table Total for

Principal

Executive

Officer

(2)

(Philbin)

Compensation

Actually Paid

to Principal

Executive

Officer

(1)(3)

(Witynski)

Compensation

Actually Paid

to Principal

Executive

Officer

(2)(3)

(Philbin)

Average

Summary

Compensation

Table Total for

Non-Principal

Executive

Officer

NEOs

(4)

Average

Compensation

Actually Paid

to Non-

Principal

Officer

NEOs

(4)(5)

Value of Initial Fixed $100

Investment Based on:

Company Net

Income

(dollars in

millions)

Company

Adjusted

Operating

Income

(8)

(dollars in

millions)

Company

Total

Shareholder

Return

(6)

Peer Group

Total

Shareholder

Return

(6)(7)

2022 $13,975,672 $ — $20,670,372 $ — $22,391,696

(9)

$22,135,106

(9)

$172.70 $147.73 $1,615.4 $2,311.5

2021 10,249,968 — 15,287,848 — 4,467,484 6,925,640 147.57 150.32 1,327.9 1,852.6

2020 10,767,887 9,474,478 8,033,239 10,483,365 4,826,593 5,421,605 116.76 114.40 1,341.9 2,186.8

(1) From July 20, 2020 through the end of fiscal 2022, Michael Witynski was our principal executive officer.

(2) Gary Philbin was our principal executive officer 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:

Year

Adjustments to determine compensation actually paid

for principal executive officer 2022 2021

2020

(Witynski)

2020

(Philbin)

Deduction for amounts reported under the “Stock

Awards” column in the Summary Compensation

Table (10,874,880) (7,249,961) (7,088,690) (8,499,917)

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 — — (344,014) (2,478,622)

Increase for fair value of awards granted during year

that remained unvested at year-end 10,256,888 9,826,273 4,576,985 12,515,717

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 5,964,744 2,198,016 279,178 1,009,611

Change in fair value from prior year-end to vesting

date of awards granted in a prior year that vested

during year 1,347,947 263,822 (158,107) (1,537,902)

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 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) 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:

Year

Adjustments to determine compensation actually paid for

remaining named executive officers 2022 2021 2020

Deduction for amounts reported under the “Stock Awards” column in

the Summary Compensation Table (1,964,182) (2,987,369) (4,710,659)

Deduction for amounts reported under the “Option Awards” column

in the Summary Compensation Table (19,369,030) — —

Deduction for fair value of awards granted in a prior year that were

forfeited during year (752,327) — (699,782)

Increase for fair value of awards granted during year that remained

unvested at year-end 20,634,698 3,939,600 5,568,810

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 929,880 1,095,712 419,058

Change in fair value from prior year-end to vesting date of awards

granted in a prior year that vested during year 264,371 400,724 (468,380)

Increase based upon incremental fair value of awards modified

during year — — —

Increase based on dividends or other earnings paid during year prior

to vesting — — —

(6) These columns represent cumulative shareholder return on our common stock and on the Company’s

benchmarking peer group for each of the relevant measurement periods, 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.

(7) The Company’s benchmarking peer group in 2020 included the following nineteen companies (the “2020

Peer Group”): Aramark, Bed Bath & Beyond, Inc., Best Buy Co. Inc., CarMax, Inc., Dollar General

Corporation, Gap, Inc., Genuine Parts Company, Kohl’s Corporation, L Brands, Inc., Lowe’s Companies,

Inc., Macy’s Inc., McDonalds Corporation, Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc.,

Starbucks Corporation, Sysco Corporation, TJX Companies, Inc. and Tractor Supply Company. In

December 2020 the Company established a new peer group for 2021 which included 15 companies from

its then existing peer group and three new companies. The change in peer group reflected the higher

weighting that was placed on essential businesses and companies with a similar customer base. The

Company’s benchmarking peer group in 2021 and 2022 included the following eighteen companies (the

“2021/2022 Peer Group”): Bed Bath & Beyond, Inc., Best Buy Co., Inc., BJ’s Wholesale Club Holdings, Inc.,

Dollar General Corporation, Gap, Inc., Genuine Parts Company, Home Depot, Inc., Kohls Corporation,

Lowe’s Companies, Inc., Macy’s Inc., McDonalds Corporation, Nordstrom, Inc., Rite Aid Corporation, Ross

Stores, Inc., Starbucks Corporation, Target Corporation, TJX Companies, Inc. and Tractor Supply

Company. Had the Company maintained the 2020 Peer Group as the Company’s benchmarking peer

group from fiscal year 2020 through fiscal year 2022 then the cumulative total shareholder return for the

2020 Peer Group, assuming a fixed investment of $100 on January 31, 2020, would have been $114.40,

$134.13 and $140.45 in 2020, 2021 and 2022 respectively.

(8) 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 64.

(9) The amount includes 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.

Relationship Between Pay and Performance

Our short- and long-term incentive program has resulted in a positive alignment between the

Company’s cumulative total shareholder return (TSR) and the compensation actually paid to our chief

executive officer and the average of our other remaining named executive officers as a group. As indicated

in the table above, the Company’s TSR increased in fiscal 2020 and 2021 along with the TSR of the

Company’s executive compensation peer group and, in 2022, the Company’s TSR outperformed its peer

group. During this three-year period, compensation actually paid to our named executive officers

increased as the TSR of the Company increased. Average compensation actually paid to named

executive officers other than our principal executive officer in 2022 is significantly higher than in 2021

and 2020 due to the one-time stock option award provided to Mr. Dreiling as an inducement grant to

secure his services as our Executive Chairman at the time of the reconstitution of the Board. Beginning

in 2023, the Company will introduce a TSR modifier to its long-term performance-based equity incentive

awards for executive officers that has the potential of increasing or decreasing the payout based on

the TSR of the Company’s executive compensation peer group.

2021 2022

NEO Compensation ($MM)

Cumulative TSR (on investment of $100)

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$50.00

$100.00

$150.00

$200.00

$250.00

2020

Compensation vs Total Shareholder Return

Compensation Actually Paid for Witynski

Company TSR

Avg. Compensation Actually Paid for Other NEOs

Peer Group TSR

In 2021 and 2022, the amount of compensation actually paid to our named executive officers

increased year over year, whereas our net income and adjusted operating income decreased in 2021

as compared to 2020 but rebounded in 2022 to a level that exceeded 2020. Net income was not a

performance metric that we used in our incentive program in the 2020-2022 period, and therefore net

income did not directly affect the amount of compensation actually paid to our executives. Although

adjusted operating income was used as the performance metric for our annual cash incentive program

and played a role in the level of overall executive compensation for those years, we used two additional

performance metrics for our long-term equity incentive awards, including adjusted EBITDA for the PSU

awards made in 2020, 2021 and 2022 and the LTPP awards in 2020, and total sales for the LTPP

awards made in 2021 and 2022. Each of these performance metrics contributed to the compensation

of our named executive officers for the applicable fiscal year.

100

Tabular List of Performance Measures

The following table lists the financial performance measures which in our assessment represent

the most important financial performance metrics used by the Company to link compensation actually

paid to our named executive officers to Company performance for the most recently completed fiscal

year.

Important Financial Performance Metrics

Total Sales

Adjusted Operating Income

Adjusted EBITDA

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review of Transactions with Related Parties

Under our Code of Ethics, directors, officers and employees are required to disclose for

approval any transactions, activities, interests or relationships that may create a conflict of interest

(including financial transactions, investments and receipt of corporate gifts). The Audit Committee

annually reviews related party transactions involving directors and executive officers, matters relating

to possible conflicts of interest and other issues related to ethical business practices. The Company

adheres to the foregoing policy for potential related party transactions, but such policy is not in written

form. Approval of any related party transactions is evidenced by Audit Committee resolutions in

accordance with our practice of approving transactions in this manner.

Related Party Transactions

Since January 30, 2022, the beginning of our last fiscal year, there have been no transactions,

or any currently proposed transaction, between the Company and its officers, directors or other related

persons that require disclosure under Item 404(a) of Regulation S-K, as adopted by the SEC, other

than as set forth below.

On March 8, 2022, the Company entered into the Stewardship Framework Agreement with

affiliates of Mantle Ridge, LP, an investment fund, which has a combined beneficial ownership interest

in approximately 5.8% of the Company’s outstanding shares of common stock. See “Stewardship

Framework Agreement” beginning on page 43. On April 6, 2022, following approval by the Nominating

and Governance Committee and the Board, the Company reimbursed Mantle Ridge $14.5 million for

out-of-pocket expenses owed to third parties incurred by Mantle Ridge in connection with its

engagement with the Company from November 2021 to March 2022. Paul C. Hilal, a director of the

Company, is founder and CEO of Mantle Ridge. With the assistance of special counsel, the Nominating

and Governance Committee and the Board reviewed Mantle Ridge’s third-party expense reimbursement

request in a series of meetings. Counsel for the Nominating and Governance Committee and the

Board confirmed that all of Mantle Ridge’s third-party expenses had been incurred and had been paid

by Mantle Ridge. Counsel also confirmed other instances in which a soliciting shareholder’s third-party

expenses had been reimbursed by the target company. After extensive discussions, including

discussions with Mantle Ridge, the Nominating and Governance Committee and the Board, with the

approval of all members present, voted to reimburse $14.5 million of Mantle Ridge’s third-party expenses.

The Nominating and Governance Committee and the Board considered a number of factors in

making the determination, including that by its engagement Mantle Ridge helped in bringing Mr. Dreiling

to Dollar Tree, Mantle Ridge had already contributed to a significant increase in Dollar Tree’s stock

price, that resolution of the expense reimbursement request was the final component of the negotiation

of the Stewardship Framework Agreement, and that Mantle Ridge and Mr. Hilal were expected to be

101

significant contributors to the ongoing success of Dollar Tree. Mantle Ridge expressed the view that

shareholders should not be deterred from presenting value-creating opportunities to the Company in the

future for fear of the cost of doing so. Mantle Ridge’s actual third-party expenses were significantly

higher than the amount being reimbursed.

102

OWNERSHIP OF COMMON STOCK

The table below shows the number of shares of our common stock beneficially owned on

April 1, 2023 by:

• each of the directors and nominees for director;

• each of the named executive officers;

• all directors and executive officers as a group; and

• each other person who has reported beneficial ownership of more than five percent of the

outstanding common stock.

The address of each director and executive officer of Dollar Tree is c/o Dollar Tree, Inc.,

500 Volvo Parkway, Chesapeake, Virginia 23320. Percentage computations are based on 221,197,989

shares of our stock outstanding as of April 1, 2023.

Beneficial Ownership

(1)

Directors and Named Executive Officers Shares Percent

Thomas W. Dickson 8,915

(2)

Richard W. Dreiling 457,635

(3)

Cheryl W. Grisé 3,810

(4)

Daniel J. Heinrich 5,530

(5)

Paul C. Hilal 12,729,973

(6)

5.8%

Edward J. Kelly, III 2,739

(7)

Mary A. Laschinger 20,213

(8)

Jeffrey G. Naylor 23,462

(9)

Winnie Y. Park 2,235

(10)

Bertram L. Scott 1,213

(11)

Stephanie P. Stahl 10,288

(12)

Michael A. Witynski 212,718 *

Jeffrey Davis 1,790

Lawrence Gatta, Jr. —

Alasdair James 3,267

(13)

Richard McNeely 42,648

(14)

Thomas O’Boyle, Jr. 17,647

(15)

Kevin S. Wampler 205,674 *

All current directors and executive officers as a

group

(16)

(18 persons) 13,301,920 6.0%

103

Beneficial Ownership

(1)

Other 5% Shareholders Shares Percent

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, Pennsylvania 19355 23,800,406

(17)

10.8%

Capital World Investors

333 South Hope Street

55th Floor

Los Angeles, California 90071 20,367,956

(18)

9.2%

BlackRock, Inc.

55 East 52nd Street

New York, New York 10055 16,033,750

(19)

7.2%

Mantle Ridge LP

712 Fifth Ave., Suite 17F

New York, New York 10019 12,729,873

(20)

5.8%

* less than 1%

(1) As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the

voting or to dispose or direct the disposition of any security. A person is deemed as of any date

to have “beneficial ownership” of any security that such person has a right to acquire within 60 days

after such date. Any security that any person named above has the right to acquire within

60 days is deemed to be outstanding for purposes of calculating the ownership percentage of

such person, but is not deemed to be outstanding for purposes of calculating the ownership

percentage of any other person. Deferred shares acquired by our directors through a deferred

compensation plan are assumed to be issuable in a lump sum within 60 days if the director

were to terminate service within such time.

(2) Includes 8,915 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if he were to conclude his Board service within 60 days.

(3) Mr. Dreiling received a stock option grant on March 19, 2022 for 2,252,587 shares of the

Company’s stock subject to vesting in five equal installments on the anniversary of the grant

date provided that certain employment conditions are met. The amount stated in the table includes

7,118 shares of common stock held in Mr. Dreiling’s revocable trust and 450,517 shares

underlying the vested portion of the stock option award and excludes 1,802,070 shares underlying

the unvested portion of such award.

(4) Includes 2,810 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if she were to conclude her Board service within 60 days.

(5) Includes 1,955 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if he were to conclude her Board service within 60 days.

(6) Mr. Hilal is the Chief Executive Officer of Mantle Ridge LP and may be deemed to have investment

control over the shares described in footnote 24 below, as well as 100 additional shares of

common stock of the Company purchased for his own account.

(7) Includes 2,717 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if he were to conclude her Board service within 60 days.

(8) Includes 1,213 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if she were to conclude her Board service within 60 days.

(9) Includes 2,803 shares issuable upon the exercise of stock options and 5,941 deferred shares

acquired through a deferred compensation plan which are assumed to be issuable if he were to

conclude his Board service within 60 days.

(11) Includes 1,213 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if he were to conclude her Board service within 60 days.

(12) Includes 10,288 deferred shares acquired through a deferred compensation plan which are

assumed to be issuable if she were to conclude her Board service within 60 days.

(13) Based on last available publicly disclosed data.

104

(14) Includes 8,868 shares underlying unvested PSUs.

(15) Based on last available publicly disclosed data.

(16) Excludes Michael Witynski who left the Company on January 28, 2023 and Kevin Wampler

whose service as the Company’s Chief Financial Officer ended on October 3, 2022.

(17) Includes shares held or controlled by The Vanguard Group. Based on a Schedule 13G/A filed on

February 9, 2023 by The Vanguard Group for the period ended December 30, 2022, The

Vanguard Group reported sole voting power with respect to 0 shares, shared voting power with

respect to 305,939 shares, sole dispositive power with respect to 22,920,759 and shared dispositive

power with respect to 879,647 shares.

(18) Includes shares held or controlled by Capital World Investors. Based on a Schedule 13G filed on

February 13, 2023 by Capital World Investors for the period ended December 30, 2022. Capital

World Investors reported sole voting power with respect to 20,367,920 shares and sole dispositive

power with respect to 20,367,956 shares.

(19) Includes shares held or controlled by BlackRock, Inc. and its subsidiaries, including BlackRock

Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio Group, LLC,

BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association,

BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock

Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management,

LLC, FutureAdvisor, Inc., BlackRock Investment Management (UK) Limited, BlackRock Asset

Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Mexico

Operadora, S.A. de C.V., Sociedad Operador, BlackRock (Luxembourg) S.A., BlackRock

Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock

Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited

and BlackRock Fund Managers Ltd. Based on a Schedule 13G/A filed on January 31, 2023 by

BlackRock, Inc. for the period ended December 31, 2022. BlackRock reported sole voting power

with respect to 14,386,397 shares and sole dispositive power with respect to 16,033,750

shares.

(20) Information based on a Schedule 13D/A filed on March 8, 2022 by Mantle Ridge LP, reporting

beneficial ownership of Mantle Ridge LP, consisting of shared voting power and shared dispositive

power over all of these shares.

105

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Dollar Tree’s Board of Directors is soliciting your proxy to vote your shares at the 2023 annual

meeting of shareholders.

The principal executive offices of Dollar Tree are located at, and our mailing address is,

500 Volvo Parkway, Chesapeake, Virginia, 23320; telephone: (757) 321-5000.

When is the annual meeting?

The annual meeting of shareholders will be held on Tuesday, June 13, 2023 at 9:00 a.m.

Eastern Time.

How can a shareholder participate in the annual meeting?

We have adopted a virtual format for our annual shareholder meeting again this year. This

means that there will be no physical location for the annual meeting and the meeting will be accessible

to shareholders only through the Internet. You may participate in the meeting by logging in at

www.virtualshareholdermeeting.com/DLTR2023 and entering the control number found on your proxy

card, voting instruction form or notice.

All shareholders will be afforded the same rights and opportunities to participate as they would

at an in-person meeting. During the annual meeting, shareholders will be able to listen, vote and

submit questions from a remote location using an internet-connected device.

A shareholder of record participating in the annual meeting through the meeting web portal will

be able to vote during the meeting. If you have voted your shares prior to the start of the annual meeting,

your vote has been received by the Company’s inspector of elections and there is no need to vote

those shares during the annual meeting, unless you wish to revoke or change your vote. If a shareholder

has a question about one of the matters on the agenda to be voted on by the shareholders at the

annual meeting, such question may be submitted in advance of the meeting at www.proxyvote.com

after logging in with your control number. Questions may also be submitted during the annual meeting

through www.virtualshareholdermeeting.com/DLTR2023 at the time the matters are before the annual

meeting for consideration.

We encourage you to access the annual meeting before it begins. Online check-in will start

shortly before the meeting on June 13, 2023. If you have difficulty accessing the meeting, please call

the toll-free number provided on the meeting website at www.virtualshareholdermeeting.com/DLTR2023

for technical assistance.

How are proxy materials being provided to shareholders?

We are providing access to our proxy materials primarily over the Internet rather than mailing

paper copies of those materials to each shareholder. A Notice of Internet Availability of Proxy Materials

is being mailed on or about May 2, 2023, to all shareholders entitled to vote at the annual meeting.

The Notice tells you how to:

• View our proxy materials for the annual meeting, including this proxy statement and the

Dollar Tree 2022 Annual Report, on the Internet and vote; and

• Instruct us to send proxy materials to you by mail or email.

Who is entitled to vote at the annual meeting?

You are entitled to vote if you were a shareholder of record of our common stock as of the

close of business on April 14, 2023. Holders of record have one vote for each share held at the close

of business on the record date. At that time, there were 221,197,989 shares of Dollar Tree, Inc. common

stock outstanding.

106

What is the difference between a shareholder of record and a beneficial owner of shares held in

“street name?”

If your shares are registered directly in your name with the Company’s transfer agent,

Computershare, you are a shareholder of record. If your shares are held in an account at a brokerage

firm, bank or similar institution, then you are the beneficial owner of shares held in “street name.” The

institution holding your account is considered the shareholder of record for purposes of voting at the

annual meeting. As the beneficial owner, you have the right to instruct the institution on how to vote the

shares held in your account.

How can I cast my vote?

As described below, there are several methods shareholders may use to cast their votes,

including voting by mail using a proxy card or voting instruction form. Due to potential delays or

disruptions in United States postal service deliveries that may occur prior to the annual meeting, we

encourage shareholders to cast their votes for the annual meeting either by Internet or by telephone

rather than by mail.

Shareholder of Record

If you are a shareholder of record, you may vote by mail (if you request a paper copy of our

proxy materials) or over the telephone or the Internet.

• To vote during the annual meeting, you must follow the instructions available on the

meeting website at www.virtualshareholdermeeting.com/DLTR2023.

• To vote by mail using the proxy card (if you request a paper copy), simply complete, sign,

date and return the proxy card promptly in the postage-paid envelope provided.

• To vote by Internet, go to www.proxyvote.com and follow the steps outlined on the secured

website.

• To vote by telephone, dial toll free, 1-800-690-6903 within the US, US territories and

Canada any time on a touch tone telephone. Follow the instructions provided by the recorded

message.

• If you vote your shares more than one time by any method, your shares will be voted in

accordance with the vote that is received on the latest date.

Internet

www.proxyvote.com

Vote 24/7

Telephone

1-800-690-6903

Mail

Cast your ballot, date and sign your proxy

card and send by pre-paid mail

Visit www.proxyvote.com Call 1-800-690-6903 Return your dated and signed proxy card in

the postage-paid envelope provided.

You will need the 16-digit identification

number included in your proxy card or notice.

You will need the 16-digit identification number

included in your proxy card or notice.

Beneficial Owner

If your shares are held in a stock brokerage account or by a trustee, bank or other similar

institution, follow the voting instructions on the voting instruction form that you receive from them.

• To vote by mail, simply complete, sign, date and promptly return the voting instruction form

in the envelope provided by your bank, broker or other nominee.

107

• To vote by Internet or by telephone, please follow the instructions on the voting instruction

form that you received.

• If you vote your shares more than one time by any method, your shares will be voted in

accordance with the vote that is received on the latest date.

Shareholders who are beneficial owners of shares held in a stock brokerage account or by a

bank or other nominee are not able to vote at the annual meeting unless they request and receive a

legal proxy from the recordholder of the shares and follow the instructions for voting on the annual

meeting website at www.virtualshareholdermeeting.com/DLTR2023.

What are the Board’s voting recommendations?

PLEASE VOTE

BOARD

RECOMMENDATION

The Company’s ten director nominees for the Board of Directors

FOR

all nominees

Approval, on an advisory basis, of the compensation of our named executive

officers

FOR

Advisory vote on the frequency of future advisory votes on executive

compensation

1 YEAR

Ratification of the selection of KPMG LLP as our independent registered public

accounting firm for the fiscal year 2023

FOR

Shareholder proposal regarding a report on economic and social risks of company

compensation and workforce practices and any impact on diversified shareholders

AGAINST

How will my shares be voted if I submit a proxy or voting instruction card but do not specify

how I want to vote?

If you are a recordholder of shares and submit a validly executed proxy card but do not specify

how you want your shares to be voted with respect to one or more proposals, then your shares will be

voted in accordance with the Board’s recommendations as described above.

If you are a beneficial owner of shares and submit a voting instruction form provided by your

broker, trustee, bank or similar institution without specifying how you want your shares to be voted with

respect to one or more proposals, the intermediary may only exercise its discretion to vote your shares on

discretionary proposals but cannot vote your shares on non-discretionary proposals. All items of

business before the 2023 annual meeting other than Item 4 (ratification of the selection of KPMG LLP

as our independent registered public accounting firm for the fiscal year 2023) are non-discretionary

proposals. Therefore, we strongly urge you to vote your shares on each proposal.

Should any of our Board’s nominees be unable or unwilling to stand for election at the time of

the annual meeting, the proxies named on the proxy card may vote for a replacement nominee

recommended by the Board of Directors, or the Board may reduce the number of directors to be

elected at the annual meeting. At this time, the Board knows of no reason why any of the Board’s

nominees would not be able to serve as a director if elected.

As of the date of this proxy statement, the Board of Directors knows of no business other than

that set forth above to be transacted at the annual meeting, but if other matters requiring a vote do

arise, it is the intention of the proxies named on the proxy card to vote in accordance with their best

judgment on such matters.

108

Can I change my proxy or voting instructions before the meeting?

You may revoke your proxy by sending in a signed proxy card with a later date, providing

subsequent telephone or Internet voting instructions, providing a written notice of revocation to the

Corporate Secretary of Dollar Tree, Inc. at the address on page 106 prior to the annual meeting or voting

during the annual meeting through the meeting website. If your shares are held in “street name,”

please follow the directions given by the institution that holds your shares to change or revoke your

voting instructions.

What constitutes a quorum?

A quorum is necessary for the transaction of business at the annual meeting. A quorum exists

when holders of a majority of the total number of issued and outstanding shares of common stock that

are entitled to vote at the annual meeting are present through the annual meeting website or by proxy.

Who will count the votes?

A representative of Broadridge Financial Services, will act as the Inspector of Election,

determine the presence of a quorum and tabulate the votes cast by proxy or electronically during the

meeting.

What is the effect of abstentions and broker non-votes?

The inspector will treat valid proxies marked “abstain” and proxies required to be treated as

broker “non-votes” as present for purposes of determining whether there is a quorum at the annual

meeting. A broker “non-vote” occurs when you fail to provide your broker, trustee, bank or similar

institution with voting instructions on a particular proposal and the broker does not have discretionary

authority to vote your shares on that particular proposal because the proposal is not a “routine” matter

under the applicable rules. Abstentions and broker “non-votes” with respect to the matters to be voted on

at the 2023 annual meeting will have no effect on the outcome of the vote on such matters.

How can I obtain an additional proxy card or voting instruction card?

If you are a recordholder of shares, you may send an email to the Corporate Secretary Office

at CorpSecy@DollarTree.com for assistance. If you are a beneficial owner of shares, please contact

your account representative at the broker, trustee, bank or similar institution through which you hold your

shares.

Where and when will I be able to find the voting results?

You can find the official voting results on our Form 8-K filed with the SEC within four business

days after the annual meeting.

Who pays for the costs of the proxy solicitations?

The cost of soliciting proxies will be borne by us. Proxies may be solicited by officers, directors

and regular employees of our Company or our affiliates, none of whom will receive any additional

compensation for their services. Such solicitations may be made personally, or by mail, facsimile,

telephone, electronic means or messenger. We will reimburse banks, brokerage firms and other

custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy

material and annual reports to the beneficial owners of shares in accordance with the schedule of

charges approved by the National Association of Securities Dealers, Inc. In addition, we have engaged

DF King & Co., Inc., who may assist the Company with the solicitation of proxies for the annual

meeting, for a fee not to exceed $30,000, plus reimbursement for out-of-pocket expenses.

109

YOUR VOTE IS EXTREMELY IMPORTANT. Even if you plan to attend the annual

meeting, please vote your shares by completing, signing and dating the proxy card

or voting instruction form and returning it in the postage-prepaid envelope or vote

by telephone or the Internet by following the instructions provided on the proxy

card or voting instruction form. For additional information, see “How can I cast my

vote?” above.

110

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Directors and Nominees

The Board has nominated Richard W. Dreiling, Cheryl W. Grisé, Daniel J. Heinrich, Paul C. Hilal,

Edward J. Kelly, III, Mary A. Laschinger, Jeffrey G. Naylor, Winnie Y. Park, Bertram L. Scott and

Stephanie P. Stahl for election as directors at the annual meeting to serve for a one-year term. All

nominees have indicated their willingness to serve as directors. If a nominee becomes unable to stand

for re-election, the persons named in our proxy will vote for any substitute nominee proposed by the

Board of Directors, subject to the terms of the Stewardship Framework Agreement.

Pursuant to the Stewardship Framework Agreement, if Mr. Hilal or a New Director (as defined

therein) cannot serve or ceases to serve on the Board during the term of the Stewardship Framework

Agreement or prior to the annual meeting, respectively, Mantle Ridge will have the right to designate a

replacement, subject to certain conditions set forth in the Stewardship Framework Agreement. There

are also replacement provisions in the Stewardship Framework Agreement in the event that a Continuing

Director (as defined therein) ceases to serve or stand for election at the annual meeting.

Pursuant to the Company’s bylaws, a director nominee will be elected by a majority of votes

cast in uncontested director elections. In contested elections, the plurality voting standard will apply.

In addition, we have a corporate governance policy requiring each director nominee to submit

a resignation letter contingent in part on his or her failure to receive a majority of the votes cast. See

“Majority Voting in Uncontested Election of Directors” beginning on page 33 for more on this policy.

Vote Required

Our directors are elected by a “majority” vote in uncontested elections such as this election.

Each director nominee shall be elected by a vote of the majority of the votes cast with respect to the

director nominee. A majority of votes cast means that the number of shares cast “FOR” a director’s

election must exceed the number of votes cast “AGAINST” such director’s election. Abstentions and

broker non-votes will have no effect on the outcome of the election.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE

COMPANY’S NOMINEES FOR DIRECTOR.

111

PROPOSAL NO. 2

ADVISORY VOTE ON COMPENSATION

OF NAMED EXECUTIVE OFFICERS

As described in the Compensation Discussion and Analysis, the Company is committed to a pay-

for-performance policy. To that end, our executive compensation program is designed to: (1) align

executive pay with shareholders’ interests; (2) recognize individual initiative and achievements; (3) attract,

motivate and retain highly qualified executives; and (4) unite the executive management team to a

common objective. We expect a significant portion of an executive’s total compensation to be at risk,

tied to both our annual and long-term performance.

Please read our Compensation Discussion and Analysis beginning on page 50 and the tables

and narrative that follow for additional details about our executive compensation program.

This proposal, commonly known as a “Say on Pay” proposal, gives our shareholders the

opportunity to express their views on the compensation paid to our named executive officers. This vote

is not intended to address any specific item of compensation, but rather the overall compensation of

the Company’s named executive officers and the philosophy, policies and practices as disclosed in this

proxy statement. Accordingly, the Company is asking its shareholders to vote “FOR” the following

resolution at the annual meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the

compensation of our named executive officers, as disclosed pursuant to the compensation

disclosure rules of the Securities and Exchange Commission, including the Compensation

Discussion and Analysis, the compensation tables and related narrative discussion set forth in

this proxy statement.”

Vote Required

Approval of the advisory vote on our executive compensation program requires the affirmative

vote of a majority of the votes cast by shareholders who are present, either in person or by proxy, and

entitled to vote at the annual meeting. Abstentions and broker non-votes will have no effect on the vote.

The vote is advisory and will not be binding upon our Board of Directors. However, the Board of

Directors and the Compensation Committee value the opinions that our shareholders express in their

votes and to the extent there is any significant vote against the proposal, we will consider the shareholders’

concerns in making future executive compensation decisions.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY

APPROVAL OF OUR EXECUTIVE COMPENSATION PROGRAM.

112

PROPOSAL NO. 3

ADVISORY VOTE ON THE FREQUENCY

OF FUTURE ADVISORY VOTES ON

EXECUTIVE COMPENSATION

The SEC’s rules provide our shareholders with an opportunity at least once every six years to

vote, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation

of our named executive officers. This proposal, commonly known as the “Say on Frequency” proposal,

gives our shareholders the opportunity to indicate whether they would prefer to have an advisory vote

on the compensation of our named executive officers every year, every two years or every three years.

Shareholders may also abstain from casting a vote on this proposal. The current frequency of the

advisory shareholder vote on compensation is every year.

The Board believes that conducting an advisory vote on the compensation of our named

executive officers every year continues to be the most appropriate alternative for Dollar Tree and its

shareholders. A yearly vote provides to our shareholders the opportunity to assess on a timely basis

whether our executive compensation program is aligned to our business strategy and adequately linked

to Company performance. Holding an advisory vote every year also facilitates shareholder engagement

by allowing our shareholders to provide frequent direct input on the Company’s executive compensation

program. Additionally, an annual advisory vote promotes corporate transparency by and among the

Company and its shareholders.

Vote Required

You may cast your vote on your preferred voting frequency by choosing the option of one year,

two years, three years, or abstain. The frequency option, if any, that receives the affirmative vote of a

majority of the votes cast by shareholders who are present, either in person or by proxy, and entitled to

vote on the proposal at the annual meeting will be the option selected by our shareholders. If none of

the frequency options receives a majority of the votes cast, the option that receives the highest number

of votes cast by shareholders present in person or by proxy at the annual meeting and entitled to vote

on the proposal will be considered the frequency that has been selected by shareholders.

Our Board values the opinions of our shareholders as expressed through their votes on this

proposal. Although the vote is advisory and not binding on the Board, the Board will consider the

frequency selected by shareholders when making a determination as to the frequency of future Say on

Pay votes.

1 YEAR

THE BOARD RECOMMENDS THAT YOU VOTE FOR A FREQUENCY OF

ONCE EVERY YEAR TO HOLD AN ADVISORY VOTE ON EXECUTIVE

COMPENSATION.

113

PROPOSAL NO. 4

RATIFICATION OF APPOINTMENT OF

INDEPENDENT AUDITORS

Our Audit Committee, which consists entirely of independent directors, has selected KPMG LLP

(“KPMG”) to serve as our independent registered public accounting firm for fiscal year 2023. KPMG

has served as our independent registered public accounting firm since 1987. You are being asked to ratify

the appointment by our Audit Committee of KPMG as our independent registered public accounting

firm for fiscal year 2023.

As a matter of good governance, the Board is submitting the selection of KPMG to its

shareholders for ratification. If our shareholders do not ratify the selection of KPMG, the Audit Committee

will reconsider whether or not to retain KPMG in the future. However, the Audit Committee is not

bound by a vote either for or against the firm. A representative of KPMG will be present at the 2023

annual meeting of shareholders. The representative will have the opportunity to make a statement and

will be available to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees

The table below shows the aggregate fees billed by KPMG for professional services rendered

in connection with the audit of our annual financial statements set forth in our Annual Report on

Form 10-K for the fiscal years ended January 28, 2023 and January 29, 2022; the audit of our internal

control over financial reporting as of January 28, 2023 and January 29, 2022; and the review of our

unaudited quarterly financial statements set forth in our Quarterly Reports on Form 10-Q for each of

our fiscal quarters during 2022 and 2021, as well as fees paid to KPMG for audit-related work and other

services:

Fiscal 2022 Fiscal 2021

Audit fees $ 3,845,243 $ 3,837,954

Audit-related fees

(a)

33,500 29,000

Tax fees — —

All other fees

(b)

7,500 7,500

Total fees 3,888,243 3,874,454

(a) Audit-related fees consist of fees for services related to the audit of financial

statements of our employee benefit plan.

(b) All other fees for fiscal 2022 relate to fees paid for access to KPMG’s online learning

portal.

We did not engage our principal accountants to provide any professional services in connection

with operating our information systems or designing or implementing hardware or software that

aggregates source data underlying the financial statements or generates information.

All audit work performed by KPMG is approved in advance by our Audit Committee, including

the amount of fees due and payable to them for such work. In addition, our Audit Committee also

approves all non-audit related work performed by KPMG in advance of the commencement of such

work. Our Audit Committee has delegated to the Chair of the Committee the right to approve such

non-audit related assignments between meetings of the Committee, and the Chair then reports on all

114

such approvals at the next meeting of the Committee, which considers ratification of such approvals by

the Committee Chair. In fiscal 2022, all services provided by KPMG were approved by our Audit

Committee in advance of the performance of work by KPMG.

The Audit Committee of our Board has determined that the non-audit services rendered by our

independent accountants during our most recent fiscal year are compatible with maintaining their

independence.

Report of the Audit Committee

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is

not to be incorporated by reference into any filing of Dollar Tree, Inc. under the Securities Act of 1933,

as amended, or the Securities Exchange Act of 1934, as amended.

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight

responsibilities regarding the quality and integrity of the accounting, auditing and financial reporting

practices of the Company. The Audit Committee operates under a written charter which can be found

under the Investors tab on the Company’s website at corporate.dollartree.com. The Company’s

management has primary responsibility for establishing and maintaining effective internal control over

financial reporting and preparing the Company’s financial statements and disclosures. KPMG LLP, the

Company’s independent registered public accounting firm for fiscal 2022, was responsible for

performing an independent audit of the Company’s consolidated financial statements and for expressing

opinions on the conformity of our consolidated financial statements with accounting principles generally

accepted in the United States and on the effectiveness of our internal control over financial reporting.

The Audit Committee is also responsible for appointment, compensation, retention and

oversight of the work of the independent auditor, including pre-approving any audit and non-audit

service provided to the Company by the independent auditor, periodically reviewing and evaluating the

performance of the lead audit partner, as well as reviewing and considering the selection of the lead audit

partner. The Audit Committee also periodically considers whether there should be a rotation of the

company’s independent registered public accounting firm. In addition to KPMG LLP’s independence

from the Company and management, the Audit Committee also considers several other factors in

deciding whether to re-engage KPMG LLP, including: the quality of KPMG LLP’s staff, work and quality

control; KPMG LLP’s policies related to independence; the results of the inspection of KPMG LLP by

the Public Company Accounting Oversight Board (PCAOB); and KPMG LLP’s capability and expertise

to perform an audit of the Company’s financial statements and internal control over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with

management and KPMG LLP the Company’s audited financial statements for the fiscal year ended

January 28, 2023. The Audit Committee also discussed with KPMG LLP the matters that are required

to be discussed by the applicable requirements of the PCAOB and the Securities and Exchange

Commission. The Audit Committee also received the written disclosures and the letter from KPMG LLP

required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the

Audit Committee concerning independence, and the Audit Committee has discussed with KPMG LLP

that firm’s independence. The Audit Committee has concluded that KPMG LLP’s provision of audit and

non-audit services to the Company and its affiliates is compatible with KPMG LLP’s independence.

Finally, the Audit Committee discussed with KPMG LLP, with and without management present, the scope

and results of KPMG LLP’s audit of such financial statements.

Based on these reviews and discussions, the Audit Committee recommended to the Board of

Directors that the audited financial statements referred to above be included in the Company’s Annual

Report on Form 10-K for the fiscal year ended January 28, 2023 for filing with the Securities and Exchange

Commission. The Audit Committee also has engaged KPMG LLP as our independent registered

public accounting firm for the fiscal year ending February 3, 2024 and is seeking ratification of such

selection by the shareholders.

115

SUBMITTED BY THE AUDIT COMMITTEE

Daniel Heinrich Jeffrey G. Naylor Winnie Y. Park Bertram L. Scott

Vote Required

Ratification of the appointment of KPMG LLP as our independent registered public accounting

firm for 2023 requires the affirmative vote of a majority of the votes cast by shareholders who are

present, either in person or by proxy, and entitled to vote at the annual meeting. Abstentions and broker

non-votes will have no effect on the vote. Should such shareholder vote not be obtained, the

appointment will not be ratified.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF

KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM FOR 2023.

116

PROPOSAL NO. 5

SHAREHOLDER PROPOSAL REGARDING

A REPORT ON ECONOMIC AND SOCIAL

RISKS OF COMPANY COMPENSATION

AND WORKFORCE PRACTICES AND ANY

IMPACT ON DIVERSIFIED

SHAREHOLDERS

We received the following proposal from United Church Funds, 475 Riverside Drive, Suite 1020,

New York, New York 10115, who has represented to us that it is the beneficial owner of over $25,000

in market value of our common stock.

In accordance with SEC rules, we are presenting the text of the proposal and supporting

statement in this proxy statement as they were submitted to us. All statements contained in the

shareholder proposal and supporting statement are the sole responsibility of the proponent. The

shareholder proposal is required to be voted upon at the annual meeting only if properly presented at

the annual meeting.

As explained below, our Board unanimously recommends that you vote “AGAINST” the

shareholder proposal.

Shareholder Proposal

RESOLVED, shareholders ask that the board commission and publish a report on (1) whether

Dollar Tree participates in compensation and workforce practices that prioritize Company financial

performance over the economic and social costs and risks created by income inequality and racial and

gender disparities and (2) the manner in which any such costs and risks threaten returns of diversified

shareholders who rely on a stable and productive economy.

WHEREAS: Dollar Tree Inc. employs more than 210,500 associates

and reports median pay

as $13,490, which is below the 2022 $13,590 Federal Poverty level for a single person.

While the

Company’s workforce is 67.8% female and 55.2% minority, these groups make up only 24.8% and 18.4%

of officer and director level management positions.

Many retailers have raised their minimum wage well above legal minimums, but Dollar Tree has

not.

In a recent JUST Capital poll, 87% of Americans say large U.S. companies have a responsibility

to regularly increase wages to keep up with the rapidly rising cost of living.

https://corporate.dollartree.com/investors#:~:text=Operating %20under%20the%20brands%20Dollar,

and %20more%20than%20200%2C000%20associates.

https://aspe.hhs.gov/topics/poverty-economic-mobility/poverty-guidelines

https://corporate.dollartree.com/_assets/_de7ff776b61ad115dac9516774914e92/dollartreeinfo/db/

1177/9112/pdf/Corporate_Sustainability_Report.pdf

https://www.yahoo.com/news/retail-chains-increased-minimum-wage-105832606.html

https://www.fool.com/slideshow/15-companies-that-raised-their-minimum-wage-in-2022/?slide=16

https://justcapital.com/reports/2022-survey-workers-and-wages-are-more-important-than-ever-to-

the-american-public/

117

Increasing wages for those earning the least is fundamental to ensuring an equitable economy

that leaves no one behind while promoting shared prosperity, and helps to close gender and racial pay

gaps.

More than half the U.S. population is not earning a living wage.

According to MIT, the national

average living wage is $17.46 per hour—or $36,311 annually.

The current federal minimum wage is

just $7.25 and applies in 20 states.

The Congressional Budget Office estimates that income inequality has risen between 1979

and 2019, even after accounting for transfers and taxes.

Income inequality harms the entire economy:

• Income inequality slows U.S. economic growth by reducing demand by 2 to 4 percent.

• A 1% increase in inequality leads to a 1.1% per capita Gross Domestic Product (GDP)

loss.

• Gender and racial pay gaps created $2.6 trillion in U.S. GDP losses in 2019.

• Eliminating racial pay disparity would add $5 trillion to the U.S. economy over the next

five years.

GDP drag reduces returns on diversified portfolios

and creates social costs that threaten

financial markets. For example, inequality increases health costs and decreases the value of human

capital.

By paying less than a living wage, Dollar Tree increases its margins and improves financial

performance. But gains in Company profit that come at the expense of society and the economy is a bad

trade for most Company shareholders, who are diversified and rely on broad economic growth to

achieve their financial objectives. The costs and risks created by inequality will reduce long-term

diversified portfolio returns.

Dollar Tree lists increasing minimum wage laws as a risk to its business strategy

but fails to

disclose the cost its compensation practices impose on the broader economy and diversified portfolios.

https://www.nelp.org/publication/what-a-15-minimum-wage-means-for-women-and-workers-of-color/

https://livingwageforus.org/living-wage-for-us-data-shows-over-half-of-americans-earning-less-

than-a- living-wage/

https://justcapital.com/reports/living-wage-guide-for-business-just-jobs- explained/

#:~:text=The%20national%20average%20living%20wage,per%20hour%20%E2%80%93%20or

%20%2436%2C311%20annually; https://livingwage.mit.edu/articles/99-a-calculation-of-the-living-

wage

https://www.cbo.gov/system/files/2022-11/58353-HouseholdIncome.pdf

https://www.epi.org/publication/secular-stagnation/

https://www.pionline.com/sponsored-content/facing-hard-truths-material-risk-rising-inequality

https://www.frbsf.org/wp-content/uploads/sites/4/wp2021-11.pdf

https://ir.citi.com/%2FPRxPvgNWu319AU1ajGf%2BsKbjJjBJSaTOSdw2DF4xynPwFB8a2j

V1FaA3Idy7vY59bOtN2lxVQM=

https://www.epi.org/publication/secular-stagnation/

https://www.pionline.com/sponsored-content/facing-hard-truths-material-risk-rising-inequality

https://www.sec.gov/ix?doc=/Archives/edgar/data/935703/000093570322000020/dltr-20220129.htm

118

STATEMENT FROM DOLLAR TREE’S BOARD REGARDING THE SHAREHOLDER PROPOSAL

The cornerstone of our business is our people, and a key focus continues to be on supporting

and enabling our associates to be successful. We are committed to providing competitive pay and

meaningful benefits for all employee positions, and we have made considerable investments over the

past two years to increase compensation for associates at our stores and distribution centers. We also

believe that a diverse and inclusive workforce makes us a better organization. To that end, we are

committed to our policy of gender and racial pay equity as an important part of our mission, and we

assess our practices regularly. We believe that these efforts also contribute to progress towards gender

and racial equity and improving income equality. In light of our existing policies and initiatives, as well

as the considerable burden of investigating and issuing a speculative, global report demanded by the

proposal, the Board unanimously recommends that you vote “AGAINST” the proposal as further explained

below.

The Company provides competitive pay and benefits for associates.

We prioritize fair and market-competitive pay for all associates, the vast majority of whom work

flexibly as part-time or seasonal associates. For example, we made considerable investments over the

past two years to increase compensation for both store and distribution center associates, and we

continue to increase average hourly wages for store associates and make investments in field

personnel.

As reported in this Proxy Statement, our median associate’s total annual compensation for

fiscal 2022 was $14,702, and that employee is from an employee base comprised primarily of part-

time, temporary, and seasonal associates of the Company. Our large population of 139,125 part-time,

temporary, and seasonal workers out of a total population of 203,560 employees (as of January 28,

2023) has the effect of significantly lowering the statistical annual total compensation for our median

associate. We believe our non-full-time associates value the flexibility these positions offer them to

provide additional income part of the week or during a portion of the year. In contrast, when considering

only full-time associates, our median associate in fiscal 2022 was a full-time Assistant Store Manager

located in the United States with total annual compensation in the amount of $34,221. Notably the

Company also offers performance-based compensation opportunities for nearly all levels of

associates, including certain hourly-paid positions.

We want our Company to provide a meaningful career path for associates who seek the

opportunity, and we regularly assess our programs and benefits in order to invest in our team’s

potential. This focus on talent resulted in more than 52,600 promotions in fiscal 2022. As we reported

in our 2022 Corporate Sustainability Report, approximately 52% of promotions in fiscal 2021 were people

of color and nearly 75% were women. In 2021, over 60% of new hires were people of color.

Approximately 20% of these new hires were Latino, and 40% were Black. Around 40% of store managers

in 2021 were people of color, 20.7% of whom were Black and 16.3% of whom were Latino. For many

of these associates, this promotion marked their first opportunity to gain valuable life experience in a

management position.

We combine our pay and promotion programs with a robust benefits plan that addresses

physical, mental, and financial wellness. Our full-time associates receive enhanced benefits including

subsidized health insurance, tuition assistance, 401(k) matching programs, and paid parental leave. We

also have a variety of programs designed to support our associates through our Employee Assistance

Program (EAP), such as financial guidance, legal services and work-life support, and a college

scholarship program to support the children of associates. Our Associate Relief Fund offers financial

support to those associates who experience extreme financial hardship due to unexpected events such

as a natural disaster, family loss, illness, or family-member job loss. In addition, the Company offers

access to general and job specific training programs, including opportunities for associates to participate

in leadership development, communication skills and computer training programs. In addition, our part-

time associates are offered a wide range of resources, information and support on a voluntary and

optional basis including medical, dental and vision plans, daily pay, and assistance through our EAP.

119

The Board of Directors, through its Sustainability and Corporate Social Responsibility

Committee, regularly monitors the Company’s approach to these issues as a part of its oversight of

our workforce and workplace environment and culture, as well as talent retention and progression.

The Company continues to develop its Diversity, Equity, Inclusion & Belonging goals and

regularly engages with associates to understand how we can better support them.

We believe our associates should mirror our diverse customer base and the communities we

serve and have a deep commitment to supporting a diverse and thriving workforce. Our goal is to

create and support a culture of inclusion where the unique skills and perspectives of our associates

and customers are understood, respected, and appreciated. Under the leadership of our Chief Diversity

Officer (CDO), we are evolving our enterprise-wide diversity, equity, and inclusion (DEI) commitments

and efforts to advance strategies that promote and embrace diversity and belonging, attract and support

diverse talent, promote fair treatment, and enable equitable access to opportunities and resources.

We also analyze our internal and external DEI performance so that we can continue developing strategies

and goals and implement actions to address gaps and opportunities in our approach. Our DEI Executive

Council supports our growing network of associate resource groups and their executive sponsors.

The Sustainability and Corporate Social Responsibility Committee exercises Board-level oversight for

these important efforts as well.

Beyond our DEI-specific initiatives, we are committed to directly engaging with our associates

to hear their general concerns and activate a culture of support. Over the past year, we have worked

with associates to understand and best address the issues they have raised. Our annual 2022 associate

engagement survey generated over 18,000 responses, and we also gather feedback during our Field

Leadership Summits and through focus groups with field-level associates. We have also added channels

to foster greater two-way dialogue with associates across the enterprise. We fully understand that the

success of our business relies on our people, and we are committed to thoughtful engagement so that we

can provide the tools needed for us to prosper together.

Commissioning a report to extrapolate the impact of our compensation and workforce policies

on the global economy and overall market returns is not an appropriate use of the Company’s

resources.

Beyond the measures we are already taking to address income inequality and racial and

gender disparity, the Board disagrees with the proponent’s views about the Company and global

financial markets. Particularly, we disagree with the proposal’s assertion that the Company’s

compensation and workforce practices compound global inequality or threaten financial markets. We

do not believe that the requested report is practical, as it asks the Company to quantify the impact of one

aspect of its operations on the global economy and on the diversified portfolios of stockholders

worldwide. This would require extensive and expensive experts to make a variety of speculative and

unfounded assumptions. We do not believe that that undertaking would meaningfully add to the wealth

of macroeconomic information and expertise available to globally diversified investors.

Vote Required

Approval of the shareholder proposal requires the affirmative vote of a majority of the votes

cast on the proposal by shareholders who are present, either in person or by proxy, and entitled to vote

at the annual meeting. Abstentions and broker non-votes will have no effect on the vote.

THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL 5

REGARDING A REPORT ON ECONOMIC AND SOCIAL RISKS OF COMPANY

COMPENSATION AND WORKFORCE PRACTICES AND ANY IMPACT ON

DIVERSIFIED SHAREHOLDERS.

120

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and

the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the

fact that they address future events, developments or results and do not relate strictly to historical

facts. Any statements contained in this proxy statement that are not statements of historical fact may

be deemed to be forward-looking statements. Forward-looking statements include, without limitation,

statements preceded by, followed by or including words such as “believe,” “anticipate,” “expect,” “intend,”

“plan,” “view,” “target” or “estimate,” “may,” “will,” “should,” “predict,” “possible,” “potential,” “continue,”

“strategy,” and similar expressions.

For example, our forward-looking statements include statements regarding our expectations

that our business plans, strategies and initiatives will position the Company for future growth and

permit us to address and manage current and future risks to our business; our expectations regarding

the impact of various corporate governance changes on Board governance and oversight; our

expectations regarding the effect of our $1.25 price point initiative on our business and operations; our

plans relating to the continued implementation of the Dollar Tree Plus initiative; our plans and

expectations regarding the impact of various initiatives on the sales, margins and operating performance

of the Family Dollar banner; our plans and expectations relating to strategic investments in key areas

of our business, including without limitation investments in associate wages, enhanced safety and working

conditions, improved technology and supply chain efficiencies, improved store standards and the

overall productivity and efficiency of our stores; our expectations regarding the role of our Chairman &

CEO in driving transformational change and long-term shareholder value creation; our estimates of

potential amounts to be paid to executives upon a termination or change in control event; and our

plans, expectations, initiatives, commitments, goals and reporting relating to environmental, social and

governance matters, including without limitation climate change, environmental sustainability, product

safety, human capital management and diversity, equity and inclusion matters.

A forward-looking statement is neither a prediction nor a guarantee of future results, events or

circumstances. You should not place undue reliance on forward-looking statements, which speak only

as of the date of this proxy statement. These statements are subject to various risks and uncertainties.

For a discussion of the risks, uncertainties and assumptions that could affect our future events,

developments or results, you should carefully review the “Risk Factors,” “Business” and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” sections in our Annual

Report on Form 10-K filed March 10, 2023, and our other filings with the SEC. The Company does not

intend and undertakes no obligation to update or publicly release any revision to any such forward-looking

statements, whether as a result of the receipt of new information, the occurrence of subsequent

events, a change of circumstance or otherwise.

OTHER MATTERS

Director Nominations and Shareholder Proposals for the 2024 Annual Meeting

Our proxy access bylaw permits a shareholder, or a group of shareholders, owning at least

three percent (3%) of our outstanding common stock continuously for at least three years, to nominate

and include in our proxy materials director nominees which shall not exceed the greater of two (2) directors

or twenty-five percent (25%) of the Board (rounded down), provided that the shareholders and nominees

have complied with the requirements set forth in our bylaws. Notice of proxy access director nominees

must be received no earlier than February 14, 2024 and no later than March 15, 2024. For additional

information, please see “Shareholder Nominations for Election of Directors” beginning on page 45.

Shareholder proposals under Rule 14a-8 for other items of business at the annual meeting of

shareholders to be held in 2024 will not be included in our proxy statement for that meeting unless

received by the Corporate Secretary at our principal executive offices in Chesapeake, Virginia, on or

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prior to close of business on January 3, 2024. Such proposals must contain the information and meet

the requirements set forth in our bylaws and in Rule 14a-8 of the under the Securities Exchange Act of

1934 relating to shareholder proposals.

Notice of a shareholder proposal submitted outside of the processes of Rule 14a-8, including

nominations of director candidates other than pursuant to the proxy access bylaw described above,

must be received by the Corporate Secretary at our principal executive offices in Chesapeake, Virginia

no earlier than February 14, 2024 and no later than March 15, 2024.

In addition to satisfying the notice and other requirements of our bylaws with respect to the

nomination of director candidates, shareholders who intend to solicit proxies in support of director

nominees, other than the Company’s nominees, must also comply with the requirements of Rule 14a-19

under the Exchange Act relating to universal proxies.

Copies of Form 10-K Available

We will provide a copy of our Annual Report on Form 10-K for our fiscal year ended January 28,

2023, as filed with the SEC, which includes our consolidated financial statements and notes to our

financial statements, to any shareholder upon written request. The exhibits to the Form 10-K will be

furnished upon request and upon payment of the cost of reproduction. Requests should be sent to the

Corporate Secretary, at our corporate offices, 500 Volvo Parkway, Chesapeake, Virginia 23320. Our

SEC filings, including exhibits, are also available online at our Company website,

www.corporate.dollartree.com/investors/sec-filings.

By order of the Board of Directors,

John S. Mitchell, Jr.

Corporate Secretary

Chesapeake, Virginia

May 2, 2023

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