Jeffrey G. Naylor
DOLLAR TREEAbout Jeffrey G. Naylor
Independent director since 2018; age 66. Former CFO of The TJX Companies with prior CFO role at Big Lots, plus senior finance roles at Limited Brands, Sears, and Kraft; began career as a CPA at Deloitte. Serves as Audit Committee Chair and Finance Committee member; designated an Audit Committee financial expert; classified independent under Nasdaq standards. Attended more than 75% of Board/committee meetings in fiscal 2024; the Audit Committee met 10 times, reflecting high engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TJX Companies | CFO; Senior EVP, CFO & Administrative Officer; Senior EVP, Chief Administrative & Business Development Officer | 2004–2014 | Led financial and administrative functions for major discount retailer; deep retail finance and operations expertise . |
| Big Lots, Inc. | CFO | 2001–2004 | Discount retail experience; operating finance leadership . |
| Limited Brands; Sears, Roebuck & Co.; Kraft Foods | Senior-level finance roles | Not disclosed | Consumer/retail finance roles; broad operational finance exposure . |
| Deloitte Haskins & Sells | Certified Public Accountant | Early career | Public accounting foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Synchrony Financial | Director | Since 2014 | Current public company directorship . |
| Wayfair, Inc. | Director | Since 2018 | Current public company directorship (consumer/retail e-commerce) . |
| Emerald Holding, Inc. | Director | 2013–2021 | Prior public company board service . |
| Fresh Market, Inc. | Director | 2010–2016 | Prior public company board service . |
Board Governance
- Independence: Independent director under Nasdaq standards; Board is >90% independent and all standing committees are fully independent .
- Committee assignments: Audit Committee Chair; Finance Committee member. Audit Committee designated Naylor (and others) as audit committee financial experts .
- Attendance and engagement: No directors under 75% attendance; fiscal 2024 Board met 6 times; Audit 10, Compensation 7, Nominating & Governance 4, Finance 4, Sustainability & CSR 4; total Board/committee meetings 35 .
- Leadership context: Independent Chair; robust committee oversight (including related-party transaction oversight in Audit Committee) .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual cash fees ($) | $190,000 | Consistent with $150,000 base retainer + $40,000 Audit Chair fee . |
| Annual equity award ($) | $150,000 | Grant date 7/1/2024; shares determined at $107.25 closing price . |
| Total director compensation ($) | $340,000 | No meeting fees; no pension plans for directors . |
| Deferrals elected ($) | $150,000 | Deferred into stock equivalents under Deferral Program . |
| Shares underlying 2024 deferrals (#) | 1,398 | Calculated per program methodology . |
| Total deferred shares outstanding (#) | 6,874 | As of 2/1/2025 . |
| Options outstanding (#) | 2,803 | From legacy 2013 deferral plan; fully vested; strike at deferral date close . |
| Stock ownership guideline | 5x annual cash retainer | All directors in compliance as of April 2025 . |
Director compensation structure (program-level):
| Element | Amount |
|---|---|
| Annual cash retainer | $150,000 |
| Annual equity award | $150,000 |
| Audit Committee Chair fee | $40,000 |
| Compensation Committee Chair fee | $35,000 |
| Nominating & Governance Chair fee | $35,000 |
| Finance Committee Chair fee | $30,000 |
| Sustainability & CSR Chair fee | $30,000 |
| Committee member fees | None |
| Meeting fees | None |
Performance Compensation
- Non-employee directors do not receive performance-based incentives; director equity is time-based annual grants aligned with market practice; no non-equity incentives or pensions for directors .
Other Directorships & Interlocks
| Company | Relationship to DLTR | Potential Interlock/Conflict Notes |
|---|---|---|
| Synchrony Financial | Unrelated finance company | No DLTR related-party transactions disclosed; no specific interlocks noted . |
| Wayfair, Inc. | Consumer/retail e-commerce | Consumer/retail adjacency; the proxy discloses no related-party transactions requiring Item 404(a) disclosure . |
| Emerald Holding; Fresh Market | Prior roles | Historical; no current DLTR transactions disclosed . |
Expertise & Qualifications
- Financial/accounting expertise, CFO background across discount retail; designated Audit Committee financial expert by DLTR’s Board .
- Experience in risk management, accounting, IT oversight; strategic business development in discount retail sector .
- Active oversight of legal compliance, ethics, cybersecurity/data privacy risk via Audit Committee remit .
Equity Ownership
| Metric | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 26,489 | <1% | As of April 15, 2025; includes rights exercisable within 60 days . |
| Deferred shares (total) | 6,874 | N/A | Unfunded book-entry; counted for guideline compliance . |
| Options outstanding | 2,803 | N/A | Fully vested; legacy 2013 plan deferral options . |
| Shares pledged as collateral | None disclosed | N/A | Company policy notes “Shares pledged by officers and directors: None” . |
| Ownership guideline compliance | In compliance | N/A | Guideline = 5x cash retainer; all directors compliant as of April 2025 . |
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; strong attendance; robust committee architecture covering risk, related-party oversight, and IT/cyber; independent Board leadership .
- Alignment: Material equity component in director pay; stock ownership guideline at 5x cash retainer; anti-hedging policy; no pledging by officers/directors .
- Conflicts: Proxy reports no related-party transactions since Feb 4, 2024; Naylor’s external boards (Synchrony, Wayfair) present industry adjacency but no DLTR transactions disclosed; Audit/Nominating committees oversee conflicts and waivers .
- Investor sentiment: Prior year say-on-pay support ~95%, indicating constructive shareholder engagement and compensation governance stability .