Daniel J. Heinrich
Director at DLTR
Board
About Daniel J. Heinrich
Former CFO of The Clorox Company; independent director of Dollar Tree since 2022; age 69. He serves as Chair of the Finance Committee and is a member of the Audit Committee, and the Board has determined he qualifies as an Audit Committee Financial Expert, reflecting deep experience in strategic development, risk management, M&A, accounting, and IT .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Clorox Company | Chief Financial Officer; other senior leadership | 2001–2011 | Former CFO; extensive executive-level finance experience |
| Transamerica Finance Company | Senior Vice President & Treasurer | 1996–2001 | Corporate treasury leadership |
| Granite Management Company | SVP, Treasurer & Controller | 1994–1996 | Financial operations leadership |
| First Nationwide Bank | SVP, Controller & Chief Accounting Officer | 1986–1994 | Bank accounting and control oversight |
| Ernst & Young | Senior Audit Manager | 1978–1986 | Public accounting and audit |
External Roles
| Organization | Role | Tenure | Committee/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | Director | 2021–2023 | Public board experience in large-format retail |
| Aramark | Director | 2013–2023 | Services and outsourcing governance |
| Ball Corporation | Director | 2016–2022 | Manufacturing oversight |
| Edgewell Personal Care Company | Director | 2012–2022 | CPG governance |
| Advanced Medical Optics | Director | 2007–2009 | Medical devices oversight |
Interlocks: Heinrich previously served on Lowe’s board (2021–2023); DLTR director Bertram L. Scott is also a Lowe’s director (since 2015). No related-party transactions requiring disclosure were reported by DLTR; Audit Committee oversees conflicts and related-party reviews .
Board Governance
- Committee assignments: Audit (member); Finance (Chair). All standing committees are entirely independent; Heinrich and others are designated audit committee financial experts .
- Committee meeting cadence FY2024: Audit 10; Compensation 7; Finance 4; all independent .
- Independence and engagement: Majority-independent board; independent directors meet in private sessions; in Nov 2024, an independent Chairman (Edward J. Kelly, III) was elected and Lead Independent Director role is not required when the Chair is independent .
- Attendance: “Directors attending fewer than 75% of meetings: None”; FY2024 board meetings 4; total board and committee meetings 35 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $200,000 | $180,000 |
| Stock Awards ($) | $150,000 | $150,000 |
| Total ($) | $350,000 | $330,000 |
- Program elements (non-employee directors): Annual cash retainer $150,000; annual equity award $150,000 (≥50% in equity); Finance Committee Chair fee $30,000; no meeting fees; no member fees. In FY2024, no ad hoc committee fees; in FY2023, ad hoc litigation/compliance oversight fees were paid ($20,000 to Heinrich) .
- Grant valuation basis FY2024: Equity awards granted July 1, 2024 at closing price $107.25 (value $150,000) .
Performance Compensation
| Item | FY 2024 |
|---|---|
| Equity grant date | July 1, 2024 |
| Grant date fair value | $150,000 |
| Closing price used to determine shares | $107.25 (July 1, 2024) |
| Determination | Shares determined by dividing award value by closing price |
DLTR does not use performance-based metrics for director equity; awards are time-based retainer equity to align interests. Directors may elect to defer fees into cash or stock (not options under the current program) .
Other Directorships & Interlocks
| Company | Role | Overlap/Notes |
|---|---|---|
| Lowe’s Companies, Inc. | Director (2021–2023) | Overlap with DLTR director Bertram L. Scott, who is a Lowe’s director since 2015 |
| Aramark | Director (2013–2023) | Prior public board; no DLTR-related party ties disclosed |
| Ball Corporation | Director (2016–2022) | Prior public board |
| Edgewell Personal Care | Director (2012–2022) | Prior public board |
| Advanced Medical Optics | Director (2007–2009) | Prior public board |
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board; deep executive-level finance, strategic development, risk management, M&A, accounting, and IT expertise .
- Skills matrix indicates Financial Management, Strategic Planning, Operations, Consumer/Retail industry breadth aligned with DLTR’s needs .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Outstanding | Ownership Details |
|---|---|---|---|
| Daniel J. Heinrich | 13,151 | <1% (based on 210,146,856 shares outstanding) | Includes 3,328 deferred shares and 9,823 shares held in Heinrich’s revocable trust |
- Director deferrals and options (as of Feb 1, 2025): Amounts deferred in 2024: none; total deferred shares: 3,327; options outstanding: none; total shares underlying deferred amounts: 3,327 .
- Stock ownership guidelines: 5x annual cash retainer for non-employee directors; compliance required within 5 years; as of April 2025, all directors are in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging; none of the executive officers or directors engaged in pledging during FY2024 .
Governance Assessment
- Board effectiveness and independence: Strong—majority independent, independent Chair, independent committee leadership, and robust private sessions enhance oversight quality .
- Financial oversight: Heinrich’s dual role (Audit member, Finance Chair) is aligned with DLTR’s capital allocation, financing, real estate, budgeting, and M&A review; Audit Committee designated multiple financial experts and approved all KPMG services; audit-related fees rose in FY2024 due to benefit plan audit, Family Dollar carveout audit, and systems control assessments—appropriately pre-approved and deemed compatible with auditor independence .
- Pay alignment and shareholder signals: Director pay structure is balanced with 50% equity; clear chair fees; no meeting fees; high say‑on‑pay support (~95% at 2024 meeting) indicates investor confidence in compensation governance .
- Conflicts and related-party exposure: No related-party transactions requiring disclosure since Feb 4, 2024; Audit Committee reviews potential conflicts. Note: related-party transaction policy is followed but “not in written form”—oversight via Audit Committee resolutions. While review exists, absence of a formal written policy is a modest governance yellow flag relative to best practices .
- Risk indicators: No hedging/pledging, robust stock ownership policies, clawback policy, no option repricing, and no excessive perks as per governance highlights—supportive of shareholder alignment .
Board Governance Details
| Committee | Role | FY2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Member | 10 | All members independent; multiple financial experts (including Heinrich) |
| Finance | Chair | 4 | All members independent; mandate covers capital structure, financing, real estate, budgets, new stores, A&D |
Attendance: none of the directors attended fewer than 75% of meetings; Board held 4 meetings; total board and committee meetings 35 in FY2024 .
Notes on Director Compensation Program
| Element | Amount/Policy |
|---|---|
| Annual cash retainer | $150,000 |
| Annual equity award | $150,000 |
| Finance Committee Chair fee | $30,000 |
| Meeting fees | None |
| Committee member fees | None |
| Ad hoc committee fees | None in FY2024; FY2023 special service fee $20,000 to Heinrich (litigation/compliance oversight) |
Grant computation: shares determined by dividing value by closing price on grant date; July 1, 2024 closing price $107.25 .
Summary
- Strengths: Financial expert, chairing Finance during strategic initiatives, strong independence, high shareholder support, robust ownership/anti-hedging policies .
- Watch items: Formalization of related‑party policy (currently not in written form) . Audit fee uptick appropriately justified and overseen, but merits continued monitoring by Audit and Finance committees .