Diane E. Randolph
Director at DLTR
Board
About Diane E. Randolph
Independent director at Dollar Tree since 2023; age 70. Former Chief Information Officer (CIO) of Ulta Beauty (2014–2020) with prior CIO and IT leadership roles in retail technology. Currently serves on the Audit and Finance Committees; designated independent under Nasdaq standards. Brings material expertise in information technology, cybersecurity, and business transformation relevant to DLTR’s ongoing IT investments and risk oversight mandate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulta Beauty | Chief Information Officer | 2014–2020 | Led enterprise retail tech transformation; experience aligns with DLTR’s IT and cybersecurity oversight needs . |
| Reitmans Canada Limited | Chief Information Officer; previously Director of Merchandise Business Process | 2008–2014 (CIO); 2005–2008 (Director) | Retail systems, merchandising process design and execution . |
| Aptos, LLC (formerly STS Systems) | Vice President, Software Development | Earlier career | Enterprise retail software development leadership . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Shoe Carnival, Inc. | Director | Since 2021 | Current public company directorship . |
| Core-Mark Holding Company | Director | 2020–2021 | Prior public company board role . |
Board Governance
- Independence: All directors except the CEO are independent; Randolph is independent. Board committees (Audit, Compensation, Nominating & Governance, Finance, Sustainability/CSR) are 100% independent .
- Committee assignments (FY2024): Audit (member), Finance (member). Not a committee chair .
- Attendance: In FY2024, the Board met 6x; Audit 10x; Compensation 7x; Finance 4x; Sustainability/CSR 4x. Each director attended >75% of meetings; 10 of 11 directors attended the 2024 annual meeting .
- Leadership: Independent Chairman (Edward J. Kelly) and independent Vice Chair (Paul C. Hilal); independent directors meet in executive session without management .
- Risk oversight: Audit oversees information security and data privacy; Finance monitors IT investments—areas directly aligned with Randolph’s CIO background .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 10 | Oversees financial reporting, internal controls, ERM, compliance, related-party review . |
| Finance | Member | 4 | Capital structure, major transactions, real estate, IT investments . |
Fixed Compensation
- Structure (Non-employee directors, FY2024): $150,000 annual cash retainer and $150,000 annual equity award (total $300,000); no meeting fees; additional chair retainers (Audit $40k; Compensation $35k; Nominating & Governance $35k; Finance $30k; Sustainability/CSR $30k). Independent Chairman receives an additional $100k cash and $100k equity retainer. No pensions or non-equity incentives for directors .
- Deferral program: Directors may defer fees into cash or common stock equivalents under the Non-Employee Director Deferred Compensation Program (effective July 1, 2023); prior 2013 plan allowed options but current program does not. Deferred share credits based on quarter-beginning price; cash deferrals accrue interest at 30-year Treasury rate .
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | All non-employee directors . |
| Annual equity retainer | $150,000 | Granted in shares; July 1, 2024 grant priced at $107.25 . |
| Committee chair retainers | $30,000–$40,000 | Audit $40k; Comp $35k; N&G $35k; Finance $30k; Sustainability/CSR $30k . |
| Meeting fees | $0 | No meeting fees . |
| Independent Chair additional retainer | $200,000 | $100k cash + $100k equity; implemented Nov 2024 . |
| Director (FY2024) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Diane E. Randolph | 150,000 | 150,000 | 300,000 |
Performance Compensation
Directors do not receive performance-based annual bonuses or PSU-based director awards; DLTR provides fixed cash and equity retainers with no performance metrics for non-employee directors. No non-equity incentives or pension plans for directors .
| Performance Metric (Directors) | Weight | Threshold/Target/Max | Result |
|---|---|---|---|
| Not applicable for director pay | — | — | DLTR does not use performance metrics in director compensation . |
Other Directorships & Interlocks
- Current public boards: Shoe Carnival, Inc. (active) .
- Prior public boards: Core-Mark Holding Company (2020–2021) .
- Overboarding/commitments: Company guideline generally limits directors to ≤4 public boards (≤2 if a sitting CEO); all nominees satisfy this rule .
- Related-party transactions: None requiring disclosure since Feb 4, 2024 (Item 404(a)) .
Expertise & Qualifications
- Information Technology/Cybersecurity: Former CIO; identified in skills matrix for IT/cyber .
- Consumer/Retail industry and operations experience; strategic planning .
- Finance exposure via Audit Committee membership (not designated as an audit committee financial expert; those are Heinrich, Kelly, Naylor, and Scott) .
Equity Ownership
- Ownership policy (directors): Must hold ≥5x annual cash retainer; directors have 5 years from election to comply; as of April 2025, all directors are in compliance .
- Hedging/pledging: Company prohibits hedging and pledging by officers/directors; no pledging transactions in FY2024 .
- Deferred equity: Randolph deferred $150,000 in 2024 into 1,398 deferred shares; total deferred shares 2,637 as of Feb 1, 2025; no options outstanding from deferrals .
| Item (as of/for FY2024) | Diane E. Randolph |
|---|---|
| Amounts deferred in 2024 ($) | 150,000 |
| Shares underlying 2024 deferrals (#) | 1,398 |
| Total deferred shares (#) | 2,637 |
| Options outstanding (#) | 0 (none from deferrals) |
| Director ownership guideline | 5x annual cash retainer; all directors in compliance as of April 2025 |
| Hedging/Pledging status | Hedging prohibited; no pledges by officers/directors in FY2024 |
Governance Assessment
Strengths
- Independent director with CIO-level technology and transformation background; directly relevant to DLTR’s Audit and Finance oversight of cybersecurity and IT investments during a major transformation and separation of Family Dollar .
- Active committee roles on Audit and Finance; board-wide 100% independence on standing committees; strong independent board leadership with independent Chair and executive sessions .
- Solid attendance culture (all directors >75%); robust governance practices including anti-hedging/anti-pledging, director stock ownership requirements, and no related-party transactions disclosed in FY2024 .
- Director compensation mix aligns with shareholders (≥50% equity) and market benchmarking; no meeting fees or pensions (limits potential misalignment) .
Watch items
- External board service at a specialty retailer (Shoe Carnival) warrants ongoing sensitivity to potential competitive information flow, though no related-party transactions are disclosed and DLTR’s Code and N&G Committee oversight address conflicts .
- Stewardship Framework Agreement with Mantle Ridge provides replacement designation rights for one director seat if a designated director cannot serve; while board remains largely independent, shareholders should continue to monitor governance dynamics during DLTR’s transformation and Family Dollar divestiture .
- Elevated oversight demands (portfolio optimization, strategic alternative execution, major IT investments) increase the importance of sustained engagement on Audit and Finance; current attendance metrics indicate adequate engagement .
Overall implication for investor confidence
- Randolph’s IT and retail systems expertise, independence, and active service on Audit and Finance support board effectiveness in critical risk and capital allocation areas. The absence of related-party exposure, robust anti-hedging/pledging policies, and compliance with stock ownership guidelines further align director and shareholder interests .