Bertram L. Scott
Director at DLTR
Board
About Bertram L. Scott
Bertram L. Scott is an independent director of Dollar Tree, Inc. (DLTR), age 74, serving since 2022 with approximately 3 years of board tenure. He is designated by the Board as an Audit Committee financial expert and brings extensive governance, M&A, and integration experience from senior roles in healthcare and financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affinity Health Plan | President & CEO | 2012–2014 | Led health plan; governance and strategic execution experience |
| CIGNA Corporation | President, US Commercial | 2010–2011 | Commercial leadership; strategy and growth |
| TIAA-CREF | Multiple executive roles incl. President & CEO | 2000–2010 | Strategy, M&A/integration, sales/marketing oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Equitable Holdings, Inc. | Director | Since 2019 | Large, complex financial services; chair roles across boards (general statement) |
| Lowe’s Companies, Inc. | Director | Since 2015 | Retail exposure; time-commitment monitored under DLTR guidelines |
| Becton, Dickinson and Company | Director | Since 2002 | Global med-tech governance experience |
| AllianceBernstein | Director | 2020–2022 | Asset management boardroom experience |
Board Governance
- Independence: Independent director; Board comprises >90% independent directors and 100% independent standing committees .
- Committee assignments: Member—Audit; Member—Sustainability & Corporate Social Responsibility (CSR) .
- Expertise: Audit Committee financial expert designation by the Board .
- Board leadership: Independent Chairman (Edward J. Kelly, III) and independent Vice Chair (Paul C. Hilal) .
- Attendance and engagement: In fiscal 2024 the Board met 6 times; Audit (10), Compensation (7), Nominating & Governance (4), Finance (4), Sustainability & CSR (4). Each director attended >75% of Board and applicable committee meetings; 10 of 11 attended the 2024 annual meeting .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, related-party transactions, cybersecurity/data privacy. Sustainability & CSR oversees environmental, social, safety, human capital, and sustainability disclosures .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Non-employee director program |
| Annual equity award (RSUs) | $150,000 | July 1, 2024 grant determined at closing price $107.25; equity aligns director interests |
| Committee chair/member fees | None for members; chairs only | Audit Chair $40k; Comp Chair $35k; N&G Chair $35k; Finance Chair $30k; Sustainability & CSR Chair $30k; Scott is not a chair |
| Meeting fees | None | No meeting fees |
| 2024 director total (Scott) | $300,000 | Fees $150,000; Stock awards $150,000 |
Deferrals
| Item | Scott 2024 | Program Details |
|---|---|---|
| Amounts deferred | $150,000 | Non-Employee Director Deferred Compensation Program (cash or stock; no options after 6/30/2023) |
| Shares underlying 2024 deferral | 1,398 | Deferred shares credited based on quarterly price methodology |
| Total deferred shares (as of 2/1/2025) | 3,657 | Fully vested; no options outstanding |
Performance Compensation
| Feature | Details |
|---|---|
| Director equity design | Annual RSUs; no performance metrics; time-based vesting to align with shareholder outcomes |
| Options in director program | Not offered under the current Deferral Program (post-6/30/2023) |
| Non-equity incentives/pension | None for non-employee directors |
Other Directorships & Interlocks
| Company | Sector Overlap with DLTR | Potential Conflict Commentary |
|---|---|---|
| Lowe’s Companies, Inc. | Retail (home improvement) | Limited direct competitive overlap with value discount retail; monitored under DLTR board commitment policy (≤4 boards) |
| Equitable Holdings, Inc. | Financial services | No apparent supplier/customer conflict with DLTR |
| Becton, Dickinson and Company | Med-tech/devices | No apparent supplier/customer conflict with DLTR |
| AllianceBernstein (prior) | Asset management | Historical role only (ended 2022) |
Related-party and conflicts
- Policy and oversight: Audit Committee reviews and approves related-party transactions; none requiring Item 404(a) disclosure since 2/4/2024 .
- Anti-hedging/pledging: Hedging prohibited; no pledging or margin accounts permitted; no pledges by officers/directors in fiscal 2024 .
- Governance highlights: Shares pledged by officers/directors—None; family relationships—None .
Expertise & Qualifications
- Designations: Audit Committee financial expert .
- Core competencies: Corporate governance; strategy development and execution; M&A and integration; sales/marketing oversight across large, complex companies .
- Sustainability oversight: Member of Sustainability & CSR Committee covering environmental/social policies, HCM, safety, and disclosures .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Bertram L. Scott | 3,657 | <1% | Reflects deferred shares; beneficial ownership calculated on 210,146,856 shares outstanding (4/15/2025) |
| Pledging/Hedging | None | — | Prohibited; none engaged in pledging in fiscal 2024 |
Director Ownership Guidelines
- Requirement: ≥5× annual cash retainer ($150,000), measured on acquisition date; 5-year compliance window .
- Status: All directors in compliance as of April 2025 .
Governance Assessment
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Strengths
- Independent director with Audit Committee financial expert qualification; reinforces audit rigor and risk oversight .
- Active on Audit and Sustainability & CSR committees; supports financial integrity and ESG/HCM oversight .
- Attendance strong across Board/committees in 2024; >75% threshold met; overall meeting cadence robust (Board 6; Audit 10; others as above) .
- Director pay mix balanced (50% equity), modest total ($300k), no meeting fees; strong alignment via ownership guidelines; anti-hedging/pledging controls .
- No related-party transactions; clean conflict profile; family relationships none .
-
Watch items
- Multiple public boards (including DLTR total 4); within DLTR’s limit but requires ongoing time-commitment oversight given transformation and divestiture activities at DLTR .
- Interlock risk minimal (Lowe’s overlap in retail is limited), but continued monitoring advisable for supplier/customer interactions .
-
Shareholder signals
- Say-on-pay support ~95% at 2024 annual meeting—positive governance sentiment and compensation design acceptance .
Overall, Scott’s credentials, committee assignments, and compliance posture support board effectiveness and investor confidence, with limited conflict risk under current disclosures .