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DATE & TIME
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VIRTUAL MEETING
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RECORD DATE
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Thursday, June 30, 2022
at 11:00 a.m., Eastern Time |
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The 2022 annual meeting will be held in a virtual meeting format. Shareholders can access the meeting online through
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April 29, 2022
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www.virtualshareholdermeeting.com/DLTR2022
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Proposal
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Voting Options
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Board
Recommendation |
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More
Information |
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Proposal No. 1
Election of Directors |
| | FOR, AGAINST, or ABSTAIN for each Director Nominee | | | FOR each Nominee on the proxy card | | | Page 96 | |
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Proposal No. 2
Advisory Vote on NEO Compensation |
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FOR, AGAINST, or ABSTAIN
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FOR
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| | Page 97 | |
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Proposal No. 3
Ratification of Appointment of Independent Auditors |
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FOR, AGAINST, or ABSTAIN
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FOR
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| | Page 98 | |
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Proposal No. 4
Approval of Amendment to Articles of Incorporation |
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FOR, AGAINST, or ABSTAIN
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FOR
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| | Page 101 | |
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Proposal No. 5
Shareholder Proposal Regarding Climate Transition Planning |
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FOR, AGAINST, or ABSTAIN
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AGAINST
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| | Page 103 | |
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Governance or Compensation Item
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Dollar Tree’s Practice
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Board Composition, Leadership and Operations
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Number of directors
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12
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Director independence
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83%
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Standing Board committee independence
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100%
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Separate Chairman of Board and Chief Executive Officer
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Yes
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Robust Lead Independent Director Role
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Yes
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Majority Voting standard in director elections
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Yes
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Director resignation policy
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Yes
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Board oversight of Company strategy and risks
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Yes
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Annually-elected Board
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Yes
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Average director age
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59
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Average director tenure
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2.9
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Directors attending fewer than 75% of meetings
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None
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Annual Board, committee and individual director self-evaluation process
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Yes
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Independent directors meet without management present
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Yes
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Number of Board meetings held in fiscal 2021
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14
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Total number of Board and committee meetings held in fiscal 2021
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35
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Sustainability and Corporate Responsibility
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Dedicated Board Committee provides oversight of sustainability
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Yes
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Environmental Policy
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Yes
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Human Rights Policy
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Yes
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Occupational Health and Safety Policy
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Yes
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Political Contribution and Expenditure Policy Statement
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Yes
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Corporate Sustainability Report
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Yes
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| Strategic report on impact of climate change (included in Corporate Sustainability Report) | | | Yes | |
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Vendor code of conduct
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Yes
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Governance or Compensation Item
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Dollar Tree’s Practice
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Other Governance Practices
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Codes of conduct for directors, officers and associates
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Yes
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Shareholder engagement policy
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Yes
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Anti-hedging policy
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Yes
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Robust stock ownership policies
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Yes
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Shares pledged by officers and directors
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None
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Family relationships
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None
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Independent auditor
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KPMG LLP
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Compensation Practices
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| Executive compensation programs designed to reward performance, incentivize growth and drive long-term shareholder value | | | Yes | |
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Robust clawback policy
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Yes
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| Employment agreements for executive officers | | | Only Executive Chairman | |
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Incentive awards based on challenging performance targets
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Yes
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Percentage of incentive compensation at risk
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100%
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Annual risk assessment of compensation policies and practices
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Yes
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Frequency of say on pay advisory vote
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Annual
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Shareholder votes in favor of say on pay proposal in 2021
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90%
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Independent compensation consultant
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Yes
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Double-trigger change-in-control provisions
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Yes
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Policy for timing of annual grant of incentive awards
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Yes
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Repricing of underwater options
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No
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Excessive perks
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No
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Director Skills, Experiences, Diversity and Other Qualifications
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Witynski
(CEO) |
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Dreiling
(Chair) |
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Dickson
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Grise´
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Heinrich
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Hilal
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Kelly
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Laschinger
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Naylor
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Park
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Scott
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Stahl
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Director Skills and Experiences
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Executive Leadership
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Public Company CEO Experience
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Private Company CEO Experience
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Senior Executive Experience
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Financial Expertise
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Public Company CEO/CFO Experience
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Private Company CFO Experience
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CPA/Audit/Accounting Experience
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Investment Banking/Private
Equity/M&A/Capital Markets |
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Other Professional Expertise
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Consumer/Retail Industry
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Marketing/Advertising/Communications
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Strategic Planning
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Operations
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Human Resources
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Information Technology
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Cybersecurity
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Risk Management
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Global Sourcing/Supply Chain
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Director Qualifications
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Dollar Tree Independent Director
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Dollar Tree Board Tenure (years)
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1
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<1
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3
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<1
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<1
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<1
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<1
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4
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4
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Other Public Board Experience
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Demographic Background
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Age
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59
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68
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66
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69
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66
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55
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68
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62
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63
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51
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71
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55
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Gender Identity
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Male
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Female
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Ethnicity
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White/Caucasian
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Black or African American
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Asian
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THOMAS W. DICKSON
DIRECTOR SINCE DECEMBER 2018
AGE: 66
BOARD COMMITTEES:
Compensation Committee
Nominating and Governance Committee
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Mr. Dickson—Retired Executive Chairman and Chief Executive Officer of Harris Teeter Supermarkets, Inc., a leading regional supermarket chain located primarily in the Southeastern and Mid-Atlantic United States. He currently serves on the Board of Brixmor Property Group, Inc. (Compensation Committee).
PREVIOUS WORK EXPERIENCE
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2006 to 2014: Chief Executive Officer and Chairman of the Board of Directors, Harris Teeter
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1997 to 2006: Chief Executive Officer, Harris Teeter
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1996 to 1997: Executive Vice President, Harris Teeter
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1994 to 1996: President, American & Efird, Inc., a wholly-owned subsidiary of Harris Teeter
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1987 to 1994: held various senior and executive level positions at American & Efird, Inc., including Executive Vice President of American & Efird, Inc.
PREVIOUS BOARD EXPERIENCE
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2016 to 2018: Board of Directors, Conagra Brands, Inc. (Nominating, Governance and Public Affairs Committee)
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2016 to 2017: Board of Directors, CST Brands, Inc. (Nominating and Corporate Governance)
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2014 to 2015: Chairman of the Board of Directors, The Pantry, Inc.
EDUCATION
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Mr. Dickson graduated with a B.A. from the University of Virginia and an M.B.A. from the University of Virginia Darden School of Business.
EXPERTISE
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Mr. Dickson brings to our Board more than thirty years of executive leadership with extensive experience in the retail and consumer products industries, a broad real estate knowledge, and substantial public board experience. He also brings extensive knowledge in strategic planning and international experience in managing foreign operations and sourcing.
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RICHARD W. DREILING
DIRECTOR SINCE MARCH 2022
AGE: 68
EXECUTIVE CHAIRMAN
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Mr. Dreiling—Executive Chairman of Dollar Tree, Inc. from March 2022 to present. He currently serves on the Board of Directors of Kellogg Company (Audit Committee; Compensation and Talent Management Committee) and Lowe’s Companies, Inc. (Lead Independent Director; Nominating and Governance Committee).
PREVIOUS WORK EXPERIENCE
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2015 to 2016: Chairman of the Board of Directors, Dollar General Corporation
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2008 to 2015: Chief Executive Officer and Chairman of the Board of Directors, Dollar General Corporation
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2005 to 2008: President, Chief Executive Officer and Chairman of the Board of Directors, Duane Reade Holdings, Inc. and Duane Reade Inc.
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2003 to 2005: Executive Vice President and Chief Operations Officer, Longs Drug Stores Corp.
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2000 to 2003, Executive Vice President of Marketing, Safeway Inc.
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1998 to 2000: President, Vons Co Inc.
PREVIOUS BOARD EXPERIENCE
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2015 to May 2022: Board of Directors, Pulte Group, Inc. (Nominating and Governance Committee, Chair; Compensation and Management Development Committee) (will not stand for re-election at the May 5, 2022 annual meeting)
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2016 to April 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
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Mr. Dreiling brings to our Board over 50 years of retail experience at all operating levels. He has strong business development expertise in expanding the footprint and offerings of several retailers. Mr. Dreiling also brings unique experience in the value retail sector gained from his role as the former Chairman and CEO of Dollar General Corporation.
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CHERYL W. GRISÉ
DIRECTOR SINCE MARCH 2022
AGE: 69
BOARD COMMITTEES:
Compensation Committee
Nominating and Governance Committee
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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, Chair; 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
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2007 to 2015: Board of Directors, Pall Corporation (Compensation Committee, Chair; Nominating and Governance Committee)
•
2002 to 2008: Board of Directors, Dana Holding Corporation (Audit Committee; Nominating and Governance Committee, Chair)
EDUCATION
•
Ms. Grisé graduated with a B.A. from the University of North Carolina at Chapel Hill, a J.D. from Thomas Jefferson School of Law, and the Yale University School of Organization and Management, Executive Management Program.
EXPERTISE
•
Ms. Grisé brings to our Board substantial executive leadership experience with a large consumer facing business, a strong governance and legal background and an unusually solid and strong record of leadership in public company boardrooms in many different sectors. She was named by the National Association of Corporate Directors (NACD) to their Top 100, a list of the top 100 most influential directors in the U.S.
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DANIEL J. HEINRICH
DIRECTOR SINCE MARCH 2022
AGE: 66
BOARD COMMITTEES:
Audit Committee
Finance Committee
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Mr. Heinrich—Former Chief Financial Officer of The Clorox Company. He currently serves on the Board of Directors of the following public companies: Lowe’s Companies, Inc. (Compensation Committee; Technology Committee), and Aramark Corporation (Audit Committee, Chair; Finance 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
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1996 to 2001: Senior Vice President and Treasurer of Transamerica Finance Corporation
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1994 to 1996: Senior Vice President, Treasurer and Controller, Granite Management Company
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1986 to 1994: Senior Vice President, Controller and Chief Accounting Officer, First Nationwide Bank
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1978 to 1986: Senior Audit Manager, Ernst & Young
PREVIOUS BOARD EXPERIENCE
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2016 to April 2022: Board of Directors, Ball Corporation (Audit Committee, Chair; Compensation Committee)
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2012 to February 2022: Board of Directors, Edgewell Personal Care Company (Compensation Committee, Chair; Audit Committee, Chair; Finance Committee, Chair)
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2011 to 2021: Board of Directors, E & J Gallo Winery (Finance & Audit Committee; Executive Compensation Committee)
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2013 to 2019: Board of Directors, G3 Enterprises, Inc. (Audit Committee, Chair; Compensation Committee)
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2007 to 2009: Board of Directors, Advanced Medical Optics (Audit Committee; Finance Committee)
EDUCATION
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Mr. Heinrich is a licensed Certified Public Accountant (inactive), and graduated with a B.S. in Business Administration (with Honors) from the University of California, Berkeley and an M.B.A. (with Honors) from Saint Mary’s College of California.
EXPERTISE
•
Mr. Heinrich brings to our Board his substantial experience as a director and executive at consumer packaged goods companies and consumer facing businesses. He has extensive executive-level financial knowledge and experience and has developed strong expertise in the areas of strategic business development, risk management, mergers and acquisitions, accounting and information technology. In addition, our Board has determined that Mr. Heinrich qualifies as an Audit Committee financial expert.
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PAUL C. HILAL
DIRECTOR SINCE MARCH 2022
AGE: 55
VICE CHAIRMAN
BOARD COMMITTEES:
Compensation Committee
Finance Committee
Nominating and Governance Committee
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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 Corporation (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
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2006 to 2016: Partner and Senior Investment Professional, Pershing Square Capital Management
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2002 to 2005: Managing Partner, Caliber Capital Management
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1998 to 2001: Partner, Hilal Capital Management
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1999 to 2000: Acting Chief Executive Officer, WorldTalk Communications Corporation
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1992 to 1999: Investment Banker, Broadview Associates
PREVIOUS BOARD EXPERIENCE
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2012 to 2016: Board of Directors, Canadian Pacific Railway Limited (Management Resources and Compensation Committee, Chair; Finance Committee)
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1999 to 2000: Chairman of the Board of Directors, WorldTalk Communications
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1999 to 2016: Board of Directors, Grameen Foundation
EDUCATION
•
Mr. Hilal graduated with a A.B. in Biochemistry from Harvard College, an M.B.A. from Columbia Business School and a J.D. from Columbia Law School.
EXPERTISE
•
Mr. Hilal brings to our Board substantial experience enabling companies to successfully effect value-creating change. His experience as a value investor, capital allocator and engaged steward during corporate transformations, in addition to his knowledge of the Company, enables him to contribute to the Board and its mission in unique and extremely valuable ways. Additionally, Mr. Hilal’s service on the boards of multiple public companies will allow him to provide key strategic perspectives to the Board.
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EDWARD J. KELLY, III
DIRECTOR SINCE MARCH 2022
AGE: 68
LEAD INDEPENDENT DIRECTOR
BOARD COMMITTEES:
Nominating and Governance Committee, Chair
Finance Committee
Sustainability and CSR Committee
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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. (Nominating and Corporate Governance Committee; Compensation and Human Resources Committee) and Metlife, Inc. (Audit Committee; Compensation Committee; Finance and Risk Committee, Chair).
PREVIOUS WORK EXPERIENCE
•
2011 to 2014: Chairman, Institutional Clients Group, Citigroup, Inc.
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2010 to 2011: Chairman, Global Banking, Citigroup, Inc.
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2009 to 2010: Vice Chairman, Citigroup, Inc.
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2009: Chief Financial Officer, Citigroup, Inc.
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2008 to 2009: Head of Global Banking, President and CEO, Citi Alternative Investments, Citigroup, Inc.
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2007 to 2008: Managing Director, The Carlyle Group
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2007: Vice Chairman, PNC Financial Services Group, Inc.
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2001 to 2007: Chairman and Chief Executive Officer, Mercantile Bankshares Corporation
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1995 to 2001: Managing Director, J.P. Morgan
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1994 to 1995: General Counsel, J.P. Morgan
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1988 to 1994: Partner, Davis Polk & Wardwell, LLP
PREVIOUS BOARD EXPERIENCE
•
2002 to 2019: Board of Directors, CSX Corporation (Chairman of the Board; Audit Committee; Governance Committee; Executive Committee; Compensation and Talent Management Committee; Finance Committee)
•
2014 to 2018: Board of Directors, XL Group (Executive Committee; Audit Committee; Compensation Committee; Risk Committee; Corporate Governance Committee; Finance Committee)
EDUCATION
•
Mr. Kelly graduated with an A.B. from Princeton University and a J.D. from University of Virginia School of Law.
EXPERTISE
•
Mr. Kelly brings to our Board business, strategic, financial and legal acumen and extensive leadership expertise. His experience includes key roles in building a client-centric model and managing the global operations of a major financial institution. In addition, he provides a local perspective as a long-time Virginia resident and lecturer at the University of Virginia School of Law.
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MARY A. LASCHINGER
DIRECTOR SINCE MARCH 2022
AGE: 62
BOARD COMMITTEES:
Compensation Committee
Sustainability and CSR Committee
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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
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2010 to 2014: SVP, International Paper Company, President, xpedx distribution company
•
2007 to 2014: Senior Vice President, International Paper Company
PREVIOUS BOARD EXPERIENCE
•
2017 to 2021: Board of Directors, Federal Reserve Bank of Atlanta (Audit Committee; Operational and Risk Committee, Chair)
•
2007 to 2010: Board of Directors, Ilim Group, Russian (Lead Director; Human Resource Committee)
EDUCATION
•
Ms. Laschinger graduated with a B.A. in Business Administration from University of Wisconsin—Eau Claire, an M.B.A. from University of Connecticut and the Kellogg School of Management, Postgraduate Studies, Executive Management.
EXPERTISE
•
Ms. Laschinger brings to our Board substantial experience as a senior executive at some of the largest companies in the United States. In addition, she has led and served on the board of directors of several major U.S. and foreign companies and institutions. Her extensive experience in operating manufacturing and global supply chain businesses includes defining product line up, sourcing products and services and the operational delivery of products and services globally. Through these roles and through her experience as a public company CEO and the Chair of the Audit, Operational and Risk Committee for the Federal Reserve Bank of Atlanta, she has gained deep knowledge of financial, controls and risk management issues. Additionally, through executive leadership and board positions, she has developed expert knowledge of leadership development, defining and implementing compensation, benefits, and related human resource matters.
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JEFFREY G. NAYLOR
DIRECTOR SINCE MARCH 2018
AGE: 63
BOARD COMMITTEES:
Audit Committee, Chair
Finance Committee
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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 (Lead Independent Director; Audit Committee, Chair; 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.
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2001 to 2004: Chief Financial Officer, Big Lots, Inc.
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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. (Chair, Nominating and Corporate Governance Committee; Compensation Committee)
•
2010 to 2016: Board of Directors, Fresh Market, Inc. (Audit Committee)
EDUCATION
•
Mr. Naylor graduated with a B.A. in Economics from Northwestern University and an MBA from J.L. Kellogg School of Management.
EXPERTISE
•
Mr. Naylor brings to our Board an extensive financial and accounting background as well as significant leadership and retail experience. In addition, our Board has determined that Mr. Naylor qualifies as an Audit Committee financial expert.
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WINNIE Y. PARK
DIRECTOR SINCE DECEMBER 2020
AGE: 51
BOARD COMMITTEES:
Audit Committee
Compensation Committee
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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
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2012 to 2015: Executive Vice President, Global Marketing and eCommerce, DFS Group Ltd.
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2006 to 2012: Global Vice President, Fashion, DFS Group Ltd.
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2004 to 2006: Senior Director, Women’s Merchandising for the Dockers brand, Levi Strauss & Co.
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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 January 2022: Board of Directors, Express, Inc. (Compensation Committee; Governance Committee; and Audit Committee)
EDUCATION
•
Ms. Park graduated with a B.A., Cum Laude, in Public and International Affairs from Princeton University and an M.B.A. in Corporate Finance and Marketing from Northwestern University.
EXPERTISE
•
Ms. Park is a retail and marketing leader with deep experience in brand-building, e-Commerce, omni-channel specialty retail, merchandising and international expertise. In addition, the Board has determined that Ms. Park qualifies as an Audit Committee financial expert.
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BERTRAM L. SCOTT
DIRECTOR SINCE MARCH 2022
AGE: 71
BOARD COMMITTEES:
Audit Committee
Sustainability and CSR Committee
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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
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2012 to 2014: President and Chief Executive Officer, Affinity Health Plan
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2010 to 2011: President, US Commercial, CIGNA Corporation
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2000 to 2010: Executive Vice President and Chief Institutional Development and Sales Officer, TIAA-CREF
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2000 to 2007: President and Chief Executive Officer, TIAA-CREF
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1996 to 2001: President and Chief Executive Officer, Horizon Mercy Healthcare
PREVIOUS BOARD EXPERIENCE
•
2020 to March 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.
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STEPHANIE P. STAHL
DIRECTOR SINCE JANUARY 2018
AGE: 55
BOARD COMMITTEES:
Nominating and Governance Committee
Sustainability and CSR Committee, Chair
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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., and Founders Table Restaurant Group.
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.
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2010 to 2011: Chief Executive Officer, Tracy Anderson Mind & Body, LLC
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2003 to 2006: Executive Vice President, Chief Marketing Officer, Revlon, Inc.
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1998 to 2003: Partner and Managing Director, The Boston Consulting Group, Inc.
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1997: Vice President, Strategy & New Business Development, Toys “R” Us, Inc.
PREVIOUS BOARD EXPERIENCE
•
2013 to 2021 Board of Directors of Knoll, Inc. (Audit Committee and Nominating Committee)
EDUCATION
•
Ms. Stahl graduated with a B.S. in Quantitative Economics from Stanford University and an M.B.A. (with distinction) from Harvard University.
EXPERTISE
•
Ms. Stahl brings to our Board significant experience in marketing, data analytics, digital, sustainability, brand building and strategy. Ms. Stahl has spent her career focused on the retail/consumer sector with extensive experience in developing, executing and optimizing major change initiatives including fundamental business transformation, mergers and acquisitions, and post-merger integrations.
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MICHAEL A. WITYNSKI
DIRECTOR SINCE SEPTEMBER 2020
AGE: 59
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Mr. Witynski—President and Chief Executive Officer of Dollar Tree from July 2020 to present.
PREVIOUS WORK EXPERIENCE
•
December 2019 to July 2020: Enterprise President, Dollar Tree
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June 2017 to December 2019: President and Chief Operating Officer, Dollar Tree Stores
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July 2015 to June 2017: Chief Operating Officer, Dollar Tree Stores
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2010 to July 2015: Senior Vice President of Stores, Dollar Tree Stores
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2009 to 2010: President, Shaw’s Supermarkets
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2006 to 2009: Group Vice President, Private Brands at Supervalu, Inc.
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2005 to 2006: Executive Vice President, Merchandising Marketing at Supervalu, Inc.
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1999 to 2004: Vice President Merchandising, Marketing at Cub Foods
EDUCATION
•
Mr. Witynski graduated with a B.A. in Business Administration from Benedictine University.
EXPERTISE
•
Mr. Witynski has more than 39 years of retail experience, including 29 years in the grocery industry, and has led the merchandising, store operations, and supply chain functions for Dollar Tree, Family Dollar, and Dollar Tree Canada. His business acumen has driven excellence in store operations and he has been heavily involved in the transformation of the Family Dollar brand and the continued growth of Dollar Tree. Mr. Witynski’s tenure at Dollar Tree, along with his grocery background, brings a broad knowledge base to the Board.
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Director
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Independent
Director(1) |
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Audit
Committee(2) |
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Compensation
Committee |
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Nominating
and Governance Committee |
| |
Finance
Committee |
| |
Sustainability
and CSR Committee |
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| Thomas W. Dickson | | |
■
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■
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■
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| Richard W. Dreiling | | | | | | | | | | | | | | | | | | | |
| Cheryl W. Grisé | | |
■
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C
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■
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| Daniel J. Heinrich | | |
■
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■
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C
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| Paul C. Hilal | | |
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| Edward J. Kelly, III | | |
LD
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C
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| Mary A. Laschinger | | |
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| Jeffrey G. Naylor | | |
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C
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■
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| Winnie Y. Park | | |
■
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| Bertram L. Scott | | |
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| Stephanie P. Stahl | | |
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C
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| Michael A. Witynski | | | | | | | | | | | | | | | | | | | |
| | Governance Practice | | | | | |
Dollar Tree’s Governance Policies and Actions
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| |
| | 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 96. | | |
| | Robust Independent Lead 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 24. | | |
| | Enhanced director stock ownership guidelines | | |
YES
|
| | Each director must hold Dollar Tree stock worth no less than four times the annual cash retainer. See “Director Stock Holding Requirements” on page 25. | | |
| | 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 30. | | |
| | 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 “Sustainability” on page 27. | | |
| | 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 37 and page 38, respectively. | | |
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Compensation Element
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Non-Employee Director
Compensation for Fiscal 2021 |
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Non-Employee Director
Compensation Effective March 19, 2022 |
| |
| | Retainer | | | |
• Annual cash retainer $180,000
• Annual equity award $75,000
• Total annual retainer $255,000
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| | |
• Annual cash retainer $150,000
• Annual equity award $150,000
• Total annual retainer $300,000
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| |
| | Lead Independent Director | | | | $35,000 | | | | $50,000 | | |
| | Audit Committee Chair | | | | $30,000 | | | | $40,000 | | |
| | Compensation Committee Chair | | | | $30,000 | | | | $35,000 | | |
| | Nominating and Governance Committee Chair | | | | $20,000 | | | | $35,000 | | |
| | Finance Committee Chair | | | | n/a | | | | $30,000 | | |
| |
Sustainability and Corporate Social Responsibility Committee Chair
|
| | | n/a | | | | $30,000 | | |
| | Committee Members | | | |
• Audit Committee $20,000
• Compensation Committee $15,000
• Nominating and Governance Committee $10,000
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| | |
Elimination of committee member fees; the higher
retainer provides compensation assuming an
equitable allocation of responsibility among board
members
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| | Meeting Fees | | | | No meeting fees | | | | No meeting fees | | |
|
Name
|
| |
Fees Earned
or Paid in Cash ($)(1) |
| |
Stock Awards
($)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
| Arnold S. Barron | | | | $ | 195,000 | | | | | $ | 75,000 | | | | | $ | — | | | | | $ | 270,000 | | |
| Gregory M. Bridgeford | | | | | 255,000 | | | | | | 75,000 | | | | | | — | | | | | | 330,000 | | |
| Thomas W. Dickson | | | | | 195,000 | | | | | | 75,000 | | | | | | — | | | | | | 270,000 | | |
| Lemuel E. Lewis | | | | | 200,000 | | | | | | 75,000 | | | | | | — | | | | | | 275,000 | | |
| Jeffrey G. Naylor | | | | | 220,575 | | | | | | 75,000 | | | | | | — | | | | | | 295,575 | | |
| Winnie Y. Park | | | | | 201,096 | | | | | | 75,000 | | | | | | — | | | | | | 276,096 | | |
| Thomas A. Saunders III(3) | | | | | 36,944 | | | | | | — | | | | | | — | | | | | | 36,944 | | |
| Stephanie P. Stahl | | | | | 215,000 | | | | | | 75,000 | | | | | | — | | | | | | 290,000 | | |
| Carrie A. Wheeler | | | | | 200,000 | | | | | | 75,000 | | | | | | — | | | | | | 275,000 | | |
| Thomas E. Whiddon | | | | | 209,425 | | | | | | 75,000 | | | | | | — | | | | | | 284,425 | | |
| Carl P. Zeithaml(3) | | | | | 37,917 | | | | | | — | | | | | | — | | | | | | 37,917 | | |
|
Name
|
| |
Amounts
Deferred in 2021 ($)(1) |
| |
Shares
Underlying Amounts Deferred in 2021 (#)(2) |
| |
Total
Deferred Shares (#) |
| |
Options
Outstanding, including Options acquired through Deferral of Fees (#) |
| |
Total Shares
Underlying Options and Deferred Amounts (#) |
| |||
| Arnold S. Barron | | | | $ | 162,750 | | | |
1,594
|
| |
25,430
|
| |
—
|
| |
25,430
|
|
| Gregory M. Bridgeford | | | | | 330,000 | | | |
3,042
|
| |
18,368
|
| |
—
|
| |
18,368
|
|
| Thomas W. Dickson | | | | | 270,000 | | | |
2,503
|
| |
6,678
|
| |
—
|
| |
6,678
|
|
| Lemuel E. Lewis | | | | | 275,000 | | | |
2,548
|
| |
61,998
|
| |
—
|
| |
61,998
|
|
| Jeffrey G. Naylor | | | | | 185,288 | | | |
1,741
|
| |
7,409
|
| |
—
|
| |
7,409
|
|
| Winnie Y. Park | | | | | — | | | |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Thomas A. Saunders III | | | | | — | | | |
—
|
| |
—
|
| |
6,894
|
| |
6,894
|
|
| Stephanie P. Stahl | | | | | 170,000 | | | |
1,604
|
| |
8,221
|
| |
—
|
| |
8,221
|
|
| Carrie A. Wheeler | | | | | 150,000 | | | |
1,442
|
| |
3,389
|
| |
1,078
|
| |
4,467
|
|
| Thomas E. Whiddon | | | | | 75,000 | | | |
750
|
| |
2,235
|
| |
—
|
| |
2,235
|
|
| Carl P. Zeithaml | | | | | 22,750 | | | |
196
|
| |
25,516
|
| |
—
|
| |
25,516
|
|
|
BOARD DIVERSITY MATRIX (AS OF APRIL 1, 2022)
|
| |||||||||||||||
| BOARD SIZE: | | | | | ||||||||||||
| Total number of directors | | |
12
|
|
| | | |
FEMALE
|
| |
MALE
|
| |
NON-
BINARY |
| |
DID NOT
DISCLOSE GENDER |
| ||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Directors
|
| | | | 4 | | | | | | 8 | | | | | | 0 | | | | | | 0 | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
|
African American or Black
|
| | | | 0 | | | | | | 1 | | | | | | 0 | | | | | | 0 | | |
|
Alaskan Native and Native American
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Asian
|
| | | | 1 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Hispanic or Latinx
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Native Hawaiian or Pacific Islander
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
White
|
| | | | 3 | | | | | | 7 | | | | | | 0 | | | | | | 0 | | |
|
Two or More Races or Ethnicities
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
LGBTQ+
|
| |
0
|
| |||||||||||||||||||||
|
Did Not Disclose Demographic Background
|
| |
0
|
|
|
NAME
|
| |
AGE
|
| |
POSITION
|
|
| Richard W. Dreiling | | |
68
|
| | Executive Chairman | |
| Michael A. Witynski | | |
59
|
| | President and Chief Executive Officer | |
| Jennifer Hulett | | |
42
|
| | Chief Human Resources Officer | |
| David Jacobs | | |
53
|
| | Chief Strategy Officer | |
| Richard L. McNeely | | |
63
|
| | Enterprise Chief Merchandising Officer | |
| Thomas R. O’Boyle, Jr. | | |
52
|
| | Enterprise Chief Operating Officer | |
| William A. Old, Jr. | | |
68
|
| | Chief Legal Officer, Corporate Secretary | |
| James A. Paisley | | |
54
|
| | Chief Information Officer | |
| Kevin S. Wampler | | |
59
|
| | Chief Financial Officer | |
|
JENNIFER HULETT
Chief Human Resources Officer Dollar Tree, Inc. |
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Ms. Hulett, age 42, 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 Benefits and Pension Advisory Committee Chairperson. From 2002 to 2015 Ms. Hulett served in multiple Human Resources leadership roles at General Electric, including Global Vice President of Human Resources.
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DAVID JACOBS
Chief Strategy Officer Dollar Tree, Inc. |
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Mr. Jacobs, age 53, has been the Chief Strategy Officer of Dollar Tree since 2012. He has responsibility for helping to develop the strategic direction and key strategic initiatives for the enterprise as well as overseeing our digital business and Family Dollar’s Merchandise Strategy and Analytics Group. He was the Senior Vice President of Strategic Planning from 2009 to 2012, and Vice President of Strategic Planning from 2006 to 2009. From 1996 to 2006, he held a number of positions with The Boston Consulting Group, a leading global strategic management consulting firm, including Partner from 2003 to 2006. From 1994 to 1996, he was an attorney at Weil, Gotshal & Manges, LLC.
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RICHARD McNEELY
Enterprise Chief Merchandising Officer Dollar Tree, Inc. |
| |
Mr. McNeely, age 63, has been the Enterprise Chief Merchandising Officer of Dollar Tree since December 2019 and has responsibility for leading the merchandising, marketing and global sourcing functions for the Dollar Tree and Family Dollar business segments. From May 2017 to December 2019, he served as the Chief Merchandising Officer of Dollar Tree Stores. He previously served as Senior Vice President of Merchandising of Dollar Tree Stores from April 2008 to May 2017. Prior to joining Dollar Tree, Mr. McNeely spent the first 28 years of his retail career in roles of increasing responsibility within merchandising, marketing, global sourcing, and store operations with several retail companies, including Dollar General, Rose’s Stores and Fred’s, Inc.
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THOMAS R. O’BOYLE, JR.
Enterprise Chief Operating Officer Dollar Tree, Inc. |
| |
Mr. O’Boyle, age 52, has been the Enterprise Chief Operating Officer of Dollar Tree since December 2019 and has responsibility for leading the store operations and real estate functions for the Dollar Tree and Family Dollar business segments. Previously, he served as the Chief Operating Officer of Family Dollar from October 2017 to December 2019. Mr. O’Boyle is a broad-based retail executive with substantial leadership experience, supplemented with functional experience in operations, merchandising, marketing, supply chain and logistics. Prior to joining Family Dollar, Mr. O’Boyle served as Chief Executive Officer of Marsh Supermarkets for five years and prior to that time served as President of the Food, Drug and Pharmacy business at Sears/Kmart. Mr. O’Boyle spent the first 22 years of his career in many executive leadership positions at Albertsons/American Stores (Jewel-Osco).
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WILLIAM A. OLD, JR.
Chief Legal Officer Dollar Tree, Inc. |
| |
Mr. Old, age 68, joined Dollar Tree as the Chief Legal Officer in 2013. Prior to joining Dollar Tree, he was the Vice President and Director at Williams Mullen, P.C. from 2004 to 2013 representing public companies in mergers and acquisitions, corporate governance and securities matters. Prior to becoming a licensed attorney, Mr. Old practiced as a certified public accountant in the Commonwealth of Virginia.
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JAMES A. PAISLEY
Chief Information Officer Dollar Tree, Inc. |
| |
Mr. Paisley, age 54, rejoined Dollar Tree as the Chief Information Officer in December 2020 and currently leads the Information Technology department with his more than 25 years of technology and business experience. From 2017 to 2020, he was the Vice President of Technology at Old Dominion Freight Line. From 2014 to 2017, he served as the Chief Information Officer for Advance Auto Parts. Prior to that time Mr. Paisley spent 19 years of his career at Dollar Tree where he served as the Chief Information Officer from 2012 to 2014.
|
|
|
KEVIN S. WAMPLER
Chief Financial Officer Dollar Tree, Inc. |
| |
Mr. Wampler, age 59, has been the Chief Financial Officer of Dollar Tree since December 2008. Prior to joining Dollar Tree, he served as Executive Vice President, Chief Financial Officer and Assistant Secretary for The Finish Line, Inc. from October 2003 to November 2008. Mr. Wampler held various other senior positions during his fifteen-year career at The Finish Line, including Senior Vice President, Chief Accounting Officer and Assistant Secretary from 2001 to 2003. Mr. Wampler, a Certified Public Accountant, was employed by Ernst and Young LLP from 1986 to 1993.
|
|
|
Thomas W. Dickson
|
| |
Cheryl W. Grisé
|
| |
Paul C. Hilal
|
| |
Mary A. Laschinger
|
| |
Winnie Y. Park
|
|
|
Name
|
| | |
Title
|
|
|
Michael Witynski
|
| | | President and Chief Executive Officer | |
|
Kevin Wampler
|
| | | Chief Financial Officer | |
|
Bob Sasser
|
| | | Executive Chairman | |
|
Alasdair James(1)
|
| | | Former Executive Vice President, Merchandising and Supply Chain | |
|
Richard McNeely
|
| | | Enterprise Chief Merchandising Officer | |
| |
Compensation Practice
|
| | | | |
Dollar Tree’s Compensation Policies and Actions
|
| |
| | Pay for Performance | | |
YES
|
| | A significant portion of targeted direct compensation is linked to the financial performance of key metrics. Approximately 86% of our Chief Executive Officer’s pay in 2021 was variable and at risk. One hundred percent (100%) of our annual bonus compensation and equity incentive compensation is based on corporate performance. See “Key Compensation Decisions for 2021”, “Target Pay Mix” and “Alignment of Pay and Performance.” | | |
| | Clawback policy | | |
YES
|
| | In 2018, the Board enhanced our clawback policy to require 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 our existing clawback policy covering the Company’s Chief Executive Officer and Chief Financial Officer under the 2011 and 2021 Omnibus Incentive Plans. See “Recoupment (“Clawback”) Policy.” | | |
| | Robust stock ownership guidelines | | |
YES
|
| | Our executive stock ownership guidelines were revised in 2017 to increase the number of shares to be held by executives so as to create further alignment with shareholders’ long-term interests. See “Executive Stock Ownership Guidelines.” | | |
| | No hedging or pledging of Dollar Tree securities or holding Dollar Tree securities in margin accounts | | |
YES
|
| | 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 2021. See “Policy Against Hedging of Company Stock” and “No Pledges of Company Stock.” | | |
| | No excise tax gross-ups | | |
YES
|
| | We do not provide excise tax gross-up payments. | | |
| | Double-trigger provisions | | |
YES
|
| | 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.” | | |
| | No repricing or cash buyout of underwater stock options without shareholder approval | | |
YES
|
| | 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. | | |
|
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 strategic and financial performance metrics that create shareholder value
•
Cash bonus incentives are 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 consist of performance-based LTPP and PSU awards, which in 2021 were 100% based on adjusted total sales and EBITDA goals, respectively
|
|
|
▶
|
| |
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 2021 from the target opportunity in effect at the end of fiscal year 2020. The target percentages were to be market competitive and reflect 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 2021. 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 2021, the Company achieved enterprise adjusted operating income of $1,852.57 million, which was 90.94% of the target amount. This resulted in payouts of 54.7% 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 adjusted EBITDA goal, which will vest in approximately three equal installments beginning on the grant date. In 2021 the Company achieved adjusted EBITDA of $2,568.57 million, which was 93.15% of the enterprise adjusted EBITDA goal. This resulted in a PSU award payout to our executive officers of 88.63% of the target. | |
|
▶
|
| |
Long-Term Incentive Awards—LTPP Awards
|
| | LTPP awards were earned based on the Company’s three-year adjusted operating income goal from 2019 to 2021. The Company achieved adjusted operating income of $7,380.30 million, which was 94.65% of the target amount. This resulted in payouts of 73.25% of the target amount to our executive officers. | |
|
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. In 2021 and 2019 when our performance did not meet enterprise targets, the MICP and LTPP payouts were well below the target.
|
|
|
Beginning in 2021, total sales replaced adjusted EBITDA as the performance metric for the LTPP awards. The Compensation Committee believes that growth in total sales is determined primarily by: (i) increases in comparable store sales, which is a key driver of profitability, and (ii) growth in the number of our stores, which is an additional source of sales growth and an important part of our long-term strategy. The Committee believes the use of three distinct financial metrics: (i) total sales for the LTPP awards, (ii) adjusted EBITDA for the PSU awards, and (iii) adjusted operating income for the annual cash bonus incentive plan, properly incentivizes our executives and aligns their interests with our business strategy to help drive profitability and top-line growth.
|
|
|
Bed Bath & Beyond, Inc.
|
| |
Macy’s Inc.
|
|
|
Best Buy Co. Inc.
|
| |
McDonalds Corporation
|
|
|
BJ’s Wholesale Club Holdings, Inc.
|
| |
Nordstrom, Inc.
|
|
|
Dollar General Corporation
|
| |
Rite Aid Corporation
|
|
|
Gap, Inc.
|
| |
Ross Stores, Inc.
|
|
|
Genuine Parts Company
|
| |
Starbucks Corporation
|
|
|
Home Depot, Inc.
|
| |
Target Corporation
|
|
|
Kohl’s Corporation
|
| |
TJX Companies, Inc.
|
|
|
Lowe’s Companies, Inc.
|
| |
Tractor Supply Company
|
|
|
Executive
|
| |
2020
Base Salary |
| |
2021
Base Salary |
| |
Year over Year
Change |
| |||
|
Michael Witynski
|
| |
$1,300,000
|
| |
$1,400,000
|
| | | | 7.69% | | |
|
Kevin Wampler
|
| |
800,000
|
| |
800,000
|
| | | | 0% | | |
|
Bob Sasser
|
| |
1,000,000
|
| |
1,000,000
|
| | | | 0% | | |
|
Alasdair James(1)
|
| |
—
|
| |
900,000
|
| | | | n/a | | |
|
Richard McNeely
|
| |
800,000
|
| |
800,000
|
| | | | 0% | | |
|
Executive
|
| |
Bonus Incentive
Opportunity (as a % of base salary) |
| |||
|
Michael Witynski(1)
|
| | | | 150% | | |
|
Kevin Wampler
|
| | | | 90% | | |
|
Bob Sasser(2)
|
| | | | — | | |
|
Alasdair James
|
| | | | 120% | | |
|
Richard McNeely
|
| | | | 100% | | |
|
% 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% | | |
|
Metric
|
| |
2021 Target
|
| |
2021 Achievement
|
| |
% of Target
|
| |
Payout %
|
| ||||||
| Enterprise adjusted operating income | | |
$2,037.04 million
|
| |
$1,852.57 million
|
| | | | 90.94% | | | | | | 54.70% | | |
|
Executive
|
| |
Bonus
Target as % of Base Salary |
| |
Amount of
Target Bonus(1) |
| |
Payout %
|
| |
Corporate
Performance Bonus Earned(2) |
| |||
|
Michael Witynski
|
| | | | 150% | | | |
$2,100,000
|
| |
54.70%
|
| |
$1,148,700
|
|
|
Kevin Wampler
|
| | | | 90% | | | |
720,000
|
| |
54.70%
|
| |
393,840
|
|
|
Bob Sasser(3)
|
| | | | — | | | |
—
|
| |
—
|
| |
—
|
|
|
Alasdair James
|
| | | | 120% | | | |
1,080,000
|
| |
54.70%
|
| |
590,760
|
|
|
Richard McNeely
|
| | | | 100% | | | |
800,000
|
| |
54.70%
|
| |
437,600
|
|
|
Executive
|
| |
Target PSUs
($) |
| |
Target PSUs
(#) |
| ||||||
|
Michael Witynski
|
| | | $ | 5,437,500 | | | | | | 49,867 | | |
|
Kevin Wampler
|
| | | | 1,762,500 | | | | | | 16,163 | | |
|
Bob Sasser
|
| | | | 5,500,000 | | | | | | 50,440 | | |
|
Alasdair James
|
| | | | 1,725,000 | | | | | | 11,864 | | |
|
Richard McNeely
|
| | | | 1,350,000 | | | | | | 12,380 | | |
|
% 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 Metric
|
| |
2021 Target
($ in millions) |
| |
Actual Results
($ in millions) |
| |
% of Target
|
| |
Payout %
|
| ||||||||||||
| 2021 Enterprise adjusted EBITDA | | | | $ | 2,757.4 | | | | | $ | 2,568.57 | | | | | | 93.15% | | | | | | 88.63% | | |
|
Executive
|
| |
PSUs Earned
(#) |
| |||
|
Michael Witynski
|
| | | | 44,197 | | |
|
Kevin Wampler
|
| | | | 14,325 | | |
|
Bob Sasser
|
| | | | 44,704 | | |
|
Alasdair James
|
| | | | 14,020 | | |
|
Richard McNeely
|
| | | | 10,972 | | |
|
Executive
|
| |
Target RSUs
($) |
| |
Target RSUs
(#) |
| |||
|
Michael Witynski
|
| |
$1,812,500
|
| | | | 16,622 | | |
|
Kevin Wampler
|
| |
587,500
|
| | | | 5,387 | | |
|
Bob Sasser(1)
|
| |
—
|
| | | | — | | |
|
Alasdair James
|
| |
575,000
|
| | | | 5,273 | | |
|
Richard McNeely
|
| |
450,000
|
| | | | 4,126 | | |
|
Executive
|
| |
Target RSUs
($) |
| |
Target RSUs
(#) |
| |
Target Long-Term
Cash Opportunity ($) |
| |
Total
($) |
| |||||||||
|
Michael Witynski
|
| | | $ | 450,000 | | | | | | 4,338 | | | | | $ | 450,000 | | | |
$900,000
|
|
|
Kevin Wampler
|
| | | | 475,000 | | | | | | 4,579 | | | | | | 475,000 | | | |
950,000
|
|
|
Bob Sasser(1)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
|
|
Alasdair James(2)
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
|
|
Richard McNeely
|
| | | | 200,000 | | | | | | 1,928 | | | | | | 200,000 | | | |
400,000
|
|
|
Performance Metric
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
Results |
| ||||||||||||
| | | |
($ in millions)
|
| |||||||||||||||||||||
|
Three-Year adjusted EBITDA
(2019-2021) |
| | | $ | 6,627.99 | | | | | $ | 7,797.64 | | | | | $ | 9,747.05 | | | | | $ | 7,380.47 | | |
|
% of Target
|
| | | | 85% | | | | | | 100% | | | | | | 125% | | | | | | 94.65% | | |
|
Achievement
Level |
| |
Performance
Achievement % |
| |
Earning %
|
| ||||||
|
Threshold
|
| | | | 85% | | | | | | 25% | | |
|
Target
|
| | | | 100% | | | | | | 100% | | |
|
Maximum
|
| | | | 125% | | | | | | 200% | | |
|
Executive
|
| |
Earned %
|
| |
Cash Earned
|
| |
RSUs Earned (#)
|
| |||||||||
|
Michael Witynski
|
| | | | 73.25% | | | | | $ | 329,625 | | | | | | 3,177 | | |
|
Kevin Wampler
|
| | | | 73.25% | | | | | | 347,938 | | | | | | 3,354 | | |
|
Bob Sasser
|
| | | | — | | | | | | — | | | | | | — | | |
|
Alasdair James
|
| | | | — | | | | | | — | | | | | | — | | |
|
Richard McNeely
|
| | | | 73.25% | | | | | | 146,500 | | | | | | 1,412 | | |
|
Current Position
|
| |
No. of Shares
|
| |||
| Chief Executive Officer | | | | | 125,000 | | |
| Executive Chairman | | | | | 125,000 | | |
| Chief Financial Officer | | | | | 30,000 | | |
|
Executive Vice President, Merchandising and Supply Chain
|
| | | | 25,000 | | |
| Enterprise Chief Merchandising Officer | | | | | 25,000 | | |
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(1)(3) |
| |
All Other
Compensation ($)(4)(5) |
| |
Total
($) |
|
|
Michael Witynski
President and Chief
Executive Officer |
| |
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
|
| |||
|
2019
|
| |
857,692
|
| |
—
|
| |
1,949,936
|
| |
—
|
| |
878,303
|
| |
45,756
|
| |
3,731,687
|
| |||
|
Kevin Wampler
Chief Financial
Officer |
| |
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
|
| |||
|
2019
|
| |
800,000
|
| |
—
|
| |
1,874,843
|
| |
—
|
| |
498,120
|
| |
42,170
|
| |
3,215,133
|
| |||
|
Bob Sasser
Executive Chairman
|
| |
2021
|
| |
1,000,000
|
| |
—
|
| |
5,499,978
|
| |
—
|
| |
—
|
| |
148,245
|
| |
6,648,223
|
|
|
2020
|
| |
1,000,000
|
| |
—
|
| |
5,499,968
|
| |
—
|
| |
—
|
| |
71,434
|
| |
6,571,402
|
| |||
|
2019
|
| |
1,107,692
|
| |
—
|
| |
5,499,960
|
| |
—
|
| |
361,725
|
| |
161,125
|
| |
7,130,502
|
| |||
|
Alasdair James(5)
Executive Vice President, Merchandising and Supply Chain
|
| |
2021
|
| |
837,692
|
| |
$200,000
|
| |
2,299,872
|
| |
—
|
| |
590,760
|
| |
54,285
|
| |
3,982,609
|
|
| | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Richard McNeely(6)
Enterprise Chief
|
| |
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
|
| |||
|
Merchandising Officer
|
| |
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
NEO
|
| |
Perquisites
|
| |
401k Match
|
| |
Total
|
|
|
Michael Witynski
|
| |
$121,912
|
| |
$14,885
|
| |
$136,797
|
|
|
Kevin Wampler
|
| |
32,139
|
| |
14,514
|
| |
46,653
|
|
|
Bob Sasser
|
| |
133,763
|
| |
14,482
|
| |
148,245
|
|
|
Alasdair James
|
| |
54,285
|
| |
—
|
| |
54,285
|
|
|
Richard McNeely
|
| |
49,571
|
| |
14,875
|
| |
64,446
|
|
|
Name
|
| |
GrantDate
|
| |
Compensation
Committee Action Date(1) |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plans |
| |
Estimated Future Payouts
Under Equity Incentive Plans |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(7) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Michael Witynski
|
| | | | — | | | | |
|
(2)
|
| | | | $ | 525,000 | | | | | $ | 2,100,000 | | | | | $ | 4,462,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,400(3) | | | | | | 49,867(3) | | | | | | 74,800(3) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,437,498 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,311(4) | | | | | | 16,622(4) | | | | | | 33,244(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,812,463 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,986(5) | | | | | | | | | | | | | | | | | | 1,088,873 | | |
|
Kevin Wampler
|
| | | | — | | | | |
|
(2)
|
| | | | | 180,000 | | | | | | 720,000 | | | | | | 1,530,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,122(3) | | | | | | 16,163(3) | | | | | | 24,245(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,762,414 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,693(4) | | | | | | 5,387(4) | | | | | | 10,775(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | 587,398 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,338(5) | | | | | | | | | | | | | | | | | | 473,016 | | |
|
Bob Sasser
|
| | | | — | | | | |
|
(2)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2020 | | | | | | 3/13/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,830(3) | | | | | | 50,440(3) | | | | | | 75,660(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,499,978 | | |
|
Alasdair James(8)
|
| | | | — | | | | |
|
(2)
|
| | | | | 270,000 | | | | | | 1,080,000 | | | | | | 2,295,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,864(3) | | | | | | 15,819(3) | | | | | | 23,729(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,724,904 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,636(4) | | | | | | 5,273(4) | | | | | | 10,546(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | 574,968 | | |
|
Richard McNeely
|
| | | | — | | | | |
|
(2)
|
| | | | | 200,000 | | | | | | 800,000 | | | | | | 1,700,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | |
|
| |
|
| |
|
| | | | 9,285(3) | | | | | | 12,380(3) | | | | | | 18,571(3) | | | |
|
| |
|
| |
|
| | | | 1,349,915 | | | ||||||||||||||||||
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,063(4) | | | | | | 4,126(4) | | | | | | 8,253(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | 449,899 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,820(5) | | | | | | | | | | | | | | | | | | 525,573 | | |
| | | | | | 3/16/2021 | | | | | | 3/13/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,170(6) | | | | | | | | | | | | | | | | | | 999,897 | | |
|
Name
|
| |
Award
Date |
| |
Option Awards(1)
|
| |
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
|
| | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,474(2) | | | | | $ | 574,864 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,338(3) | | | | | $ | 557,390 | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,960(2) | | | | | | 4,492,010 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,653(3) | | | | | | 1,497,294 | | |
| | | | | | 8/28/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,584(2) | | | | | | 2,644,838 | | | | | | — | | | | | | — | | |
| | | | | | 8/28/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,861(3) | | | | | | 881,570 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,867(2) | | | | | | 6,407,411 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 416,622(3) | | | | | | 2,135,761 | | |
| | | | | | 3/16/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,986(4) | | | | | | 1,283,101 | | | | | | — | | | | | | — | | |
|
Kevin Wampler
|
| | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,817(2) | | | | | | 490,446 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,579(3) | | | | | | 588,356 | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,170(2) | | | | | | 3,105,603 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,047(3) | | | | | | 1,033,959 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,163(2) | | | | | | 2,076,784 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,387(3) | | | | | | 692,176 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,338(4) | | | | | | 557,390 | | | | | | — | | | | | | — | | |
|
Bob Sasser
|
| | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,994(2) | | | | | | 1,926,579 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,404(2) | | | | | | 9,688,660 | | | | | | — | | | | | | — | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,440(2) | | | | | | 6,481,036 | | |
|
Alasdair James(6)
|
| | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,819(2) | | | | | | 2,032,583 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,273(3) | | | | | | 677,528 | | |
|
Richard McNeely
|
| | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,535(2) | | | | | | 325,722 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,928(3) | | | | | | 247,729 | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,480(2) | | | | | | 2,246,005 | | | | | | — | | | | | | — | | |
| | | | | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,826(3) | | | | | | 748,583 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,380(2) | | | | | | 1,590,706 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,126(3) | | | | | | 530,150 | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,820(4) | | | | | | 619,322 | | | | | | — | | | | | | — | | |
| | | | | | 3/16/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,170(5) | | | | | | 1,178,253 | | | | | | — | | | | | | — | | |
|
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
|
| |
—
|
| |
—
|
| |
36,459
|
| |
$ 3,970,244
|
|
|
Kevin Wampler
|
| |
—
|
| |
—
|
| |
20,466
|
| |
2,373,993
|
|
|
Bob Sasser
|
| |
—
|
| |
—
|
| |
77,283
|
| |
8,966,794
|
|
|
Alasdair James
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Richard McNeely
|
| |
—
|
| |
—
|
| |
13,909
|
| |
1,613,261
|
|
|
Name
|
| |
Executive
Contributions in Last FY ($)(1) |
| |
Registrant
Contributions in Last FY ($)(2) |
| |
Aggregate
Earnings in Last FY ($)(3) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($) |
|
|
Michael Witynski
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Kevin Wampler
|
| |
—
|
| |
—
|
| |
$ 60,132
|
| |
$ 351,757
|
| |
$ 871,004
|
|
|
Bob Sasser
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Alasdair James
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Richard McNeely
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Name
|
| |
Death
($) |
| |
Disability
($) |
| |
Retirement
($) |
| |
Involuntary
Termination without Cause ($) |
|
| Michael Witynski | | |
|
| |
|
| |
|
| |
|
|
| Salary continuation(1) | | |
$1,406,063
|
| |
$1,406,063
|
| |
n/a
|
| |
$1,406,063
|
|
| Award vested due to event:(2) | | |
|
| |
|
| |
|
| |
|
|
|
Performance-based RSUs and PSUs
|
| |
15,402,225
|
| |
15,402,225
|
| |
$15,402,225
|
| |
—
|
|
|
LTPP award (RSUs)
|
| |
5,072,014
|
| |
5,072,014
|
| |
5,072,014
|
| |
—
|
|
|
LTPP award (cash bonus)
|
| |
450,000
|
| |
450,000
|
| |
450,000
|
| |
—
|
|
| Life insurance proceeds(3) | | |
525,000
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
|
|
Total
|
| |
22,855,302
|
| |
22,330,302
|
| |
20,924,239
|
| |
1,406,063
|
|
| Kevin Wampler | | |
|
| |
|
| |
|
| |
|
|
| Salary continuation(1) | | |
807,257
|
| |
807,257
|
| |
n/a
|
| |
807,257
|
|
| Award vested due to event:(2) | | |
|
| |
|
| |
|
| |
|
|
|
Performance-based RSUs and PSUs
|
| |
6,230,224
|
| |
6,230,224
|
| |
6,230,224
|
| |
—
|
|
|
LTPP awards (RSUs)
|
| |
2,314,490
|
| |
2,314,490
|
| |
2,314,490
|
| |
—
|
|
|
LTPP awards (cash bonus)
|
| |
475,000
|
| |
475,000
|
| |
475,000
|
| |
—
|
|
| Life insurance proceeds(3) | | |
700,000
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
|
|
Total
|
| |
10,526,971
|
| |
9,826,971
|
| |
9,019,714
|
| |
807,257
|
|
| Bob Sasser | | |
|
| |
|
| |
|
| |
|
|
| Salary continuation(1) | | |
—
|
| |
—
|
| |
n/a
|
| |
—
|
|
| Award vested due to event(2) | | |
|
| |
|
| |
|
| |
|
|
|
Performance-based RSUs and PSUs
|
| |
18,096,275
|
| |
18,096,275
|
| |
18,096,275
|
| |
—
|
|
|
LTPP awards (RSUs)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
LTPP awards (cash bonus)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Life insurance proceeds(3) | | |
700,000
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
|
|
Total
|
| |
18,796,275
|
| |
18,096,275
|
| |
18,096,275
|
| |
—
|
|
| Alasdair James | | |
|
| |
|
| |
|
| |
|
|
| Salary continuation(1) | | |
908,623
|
| |
908,623
|
| |
n/a
|
| |
908,623
|
|
| Award vested due to event:(2) | | |
|
| |
|
| |
|
| |
|
|
|
Performance-based RSUs and PSUs
|
| |
2,032,583
|
| |
2,032,583
|
| |
2,032,583
|
| |
—
|
|
|
LTPP awards (RSUs)
|
| |
677,528
|
| |
677,528
|
| |
677,528
|
| |
—
|
|
|
LTPP awards (cash bonus)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| Life insurance proceeds(3) | | |
—
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
|
|
Total
|
| |
3,618,734
|
| |
3,618,734
|
| |
2,710,111
|
| |
908,623
|
|
| Richard McNeely | | |
|
| |
|
| |
|
| |
|
|
| Salary continuation(1) | | |
—
|
| |
—
|
| |
n/a
|
| |
—
|
|
| Award vested due to event:(2) | | |
|
| |
|
| |
|
| |
|
|
|
Performance-based RSUs and PSUs
|
| |
5,960,009
|
| |
5,960,009
|
| |
5,960,009
|
| |
—
|
|
|
LTPP award (RSUs)
|
| |
1,526,461
|
| |
1,526,461
|
| |
1,526,461
|
| |
—
|
|
|
LTPP award (cash bonus)
|
| |
200,000
|
| |
200,000
|
| |
200,000
|
| |
—
|
|
| Life insurance proceeds(3) | | |
450,000
|
| |
n/a
|
| |
n/a
|
| |
n/a
|
|
|
Total
|
| |
8,136,470
|
| |
7,686,470
|
| |
7,686,470
|
| |
—
|
|
|
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) |
| |
LTPP
Award (cash bonus) |
| ||||||||||||||||||||||||||||||
|
Michael Witynski
|
| | | $ | 7,106,314 | | | | | $ | 1,148,700 | | | | | $ | — | | | | | $ | 15,402,225 | | | | | $ | 5,072,014 | | | | | $ | 450,000 | | | | | $ | 29,179,253 | | |
|
Kevin Wampler
|
| | | | 2,089,167 | | | | | | 393,840 | | | | | | — | | | | | | 6,230,224 | | | | | | 2,314,490 | | | | | | 475,000 | | | | | | 11,502,721 | | |
|
Bob Sasser
|
| | | | 2,500,000 | | | | | | — | | | | | | — | | | | | | 18,096,275 | | | | | | — | | | | | | — | | | | | | 20,596,275 | | |
|
Alasdair James
|
| | | | 2,245,435 | | | | | | 590,760 | | | | | | — | | | | | | 2,032,583 | | | | | | 677,528 | | | | | | — | | | | | | 5,546,306 | | |
| Richard McNeely(4) | | | | | — | | | | | | — | | | | | | — | | | | | | 5,960,009 | | | | | | 1,526,461 | | | | | | 200,000 | | | | | | 7,686,470 | | |
| | | |
Beneficial Ownership(1)
|
| ||||||
|
Directors and Named Executive Officers
|
| |
Shares
|
| |
Percent
|
| |||
| Thomas W. Dickson | | | | | 6,913(2) | | | |
*
|
|
| Richard W. Dreiling | | | | | —(3) | | | |
*
|
|
| Cheryl W. Grisé | | | | | 1,000 | | | |
*
|
|
| Daniel J. Heinrich | | | | | 3,575 | | | |
*
|
|
| Paul C. Hilal | | | | | 12,729,973(4) | | | |
5.7%
|
|
| Edward J. Kelly, III | | | | | 22 | | | |
*
|
|
| Mary A. Laschinger | | | | | 19,000 | | | |
*
|
|
| Jeffrey G. Naylor | | | | | 22,040(5) | | | |
*
|
|
| Winnie Y. Park | | | | | 750(6) | | | |
*
|
|
| Bob Sasser | | | | | 205,298(7) | | | |
*
|
|
| Bertram L. Scott | | | | | — | | | |
*
|
|
| Stephanie P. Stahl | | | | | 8,370(8) | | | |
*
|
|
| Michael A. Witynski | | | | | 55,327(9) | | | |
*
|
|
| Alasdair James | | | | | 3,267(10) | | | |
*
|
|
| Richard McNeely | | | | | 11,879(11) | | | |
*
|
|
| Kevin S. Wampler | | | | | 143,654(12) | | | |
*
|
|
|
All current directors and executive officers as a group(13) (19 persons)
|
| | | | 13,056,456 | | | |
5.8%
|
|
| | | |
Beneficial Ownership(1)
|
| |||
|
Other 5% Shareholders
|
| |
Shares
|
| |
Percent
|
|
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
| |
23,968,001(14)
|
| |
10.6%
|
|
|
BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
| |
16,411,154(15)
|
| |
7.3%
|
|
|
Mantle Ridge LP
712 Fifth Ave., Suite 17F New York, New York 10019 |
| |
12,729,873(16)
|
| |
5.7%
|
|
|
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. |
| |
|
![]() |
| |
BOARD
RECOMMENDATION |
| |||
|
1
|
| |
The Company’s twelve director nominees for the Board of Directors
|
| |
FOR
all nominees |
|
|
2
|
| | Approval, on an advisory basis, of the compensation of our named executive officers | | |
FOR
|
|
|
3
|
| | Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year 2022 | | |
FOR
|
|
|
4
|
| |
Amendment to our Articles of Incorporation to permit certain shareholders to call special meetings
|
| |
FOR
|
|
|
5
|
| |
Shareholder proposal regarding climate transition planning
|
| |
AGAINST
|
|
| |
![]() |
| |
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.
|
| |
| |
![]() |
| |
PROPOSAL NO. 1
ELECTION OF DIRECTORS |
| |
| |
![]() |
| |
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE COMPANY’S NOMINEES FOR DIRECTOR.
|
| |
| |
![]() |
| |
PROPOSAL NO. 2
ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS |
| |
| |
![]() |
| |
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION PROGRAM.
|
| |
| |
![]() |
| |
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS |
| |
| | | |
Fiscal 2021
|
| |
Fiscal 2020
|
| ||||||
| Audit fees | | | | $ | 3,837,954 | | | | | $ | 3,322,910 | | |
| Audit-related fees(a) | | | | | 29,000 | | | | | | 28,000 | | |
| Tax fees | | | | | — | | | | | | — | | |
| All other fees(b) | | | | | 7,500 | | | | | | 7,500 | | |
|
Total fees
|
| | | | 3,874,454 | | | | | | 3,358,410 | | |
|
Lemuel E. Lewis
|
| |
Jeffrey G. Naylor
|
| |
Winnie Y. Park
|
| |
Carrie A. Wheeler
|
| |
Thomas E. Whiddon
|
|
| |
![]() |
| |
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.
|
| |
| |
![]() |
| |
PROPOSAL NO. 4
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION |
| |
| |
![]() |
| |
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION.
|
| |
| |
![]() |
| |
PROPOSAL NO. 5
SHAREHOLDER PROPOSAL REGARDING CLIMATE TRANSITION PLANNING |
| |
| |
![]() |
| |
THE BOARD RECOMMENDS THAT YOU VOTE “AGAINST” PROPOSAL 5 REQUESTING THAT THE BOARD ISSUE A REPORT ON CLIMATE TRANSITION PLANNING.
|
| |
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