Jonathan Leiken
Chief Legal Officer and Corporate Secretary at DLTR
Executive
About Jonathan Leiken
Jonathan B. Leiken, age 53, is Dollar Tree’s Chief Legal Officer and Corporate Secretary, a role he has held since August 2023 after nearly a decade as EVP, Chief Legal Officer and Secretary at Diebold Nixdorf (2014–Aug 2023), where the company completed a voluntary, pre-packaged restructuring under US and Dutch bankruptcy law in June–August 2023 . During his tenure at Dollar Tree, the company reported FY2024 net loss of $3,030.1 million with adjusted operating income of $1,807.9 million, and a $100 initial investment in DLTR was valued at $84.24 at year-end (company TSR), providing high-level context for incentive-plan performance environments .
Company performance context (USD millions unless noted)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – Value of $100 Investment | $116.76 | $147.57 | $172.70 | $159.31 | $84.24 |
| Company Net Income (Loss) | $1,341.9 | $1,327.9 | $1,615.4 | $(998.4) | $(3,030.1) |
| Company Adjusted Operating Income | $2,186.8 | $1,852.6 | $2,311.5 | $1,784.8 | $1,807.9 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf, Inc. | EVP, Chief Legal Officer & Secretary | 2014–Aug 2023 | Led legal and governance through a voluntary, pre-packaged restructuring concluded Aug 2023 |
Fixed Compensation
- Dollar Tree’s executive compensation program comprises market-competitive base salary, an annual cash bonus under the Management Incentive Compensation Plan (MICP), and long-term equity incentives (PSUs, RSUs, stock options) to balance fixed and at-risk pay and support long-term value creation .
- For 2024, the MICP applied two corporate metrics, weighted 60% adjusted operating income and 40% adjusted total revenue, with challenging thresholds and maximums; the plan includes an adjusted operating income hurdle ($1,500 million) required for any payout .
- The Compensation Committee sets base salary annually using peer benchmarking and role scope, and maintains a significant portion of total compensation as variable/at-risk, emphasizing long-term incentives .
Performance Compensation
| Incentive | Metric | Weighting | Target/Design | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash (MICP) | Adjusted Operating Income | 60% | Threshold at 85% of target; Max 112.5%; $1,500m hurdle required for any payout | Not disclosed for Leiken | Not disclosed for Leiken | Cash, paid following fiscal year approval |
| Annual Cash (MICP) | Adjusted Total Revenue | 40% | Threshold at 95% of target; Max 105% | Not disclosed for Leiken | Not disclosed for Leiken | Cash, paid following fiscal year approval |
| PSUs (2024 Three-Year) | 3-year cumulative Adjusted EPS | 60% | Payout curves; TSR modifier (+/–25%); kicker for a challenging FY2026 EPS goal | Not disclosed for Leiken | Determined after FY2026 by Committee | Vests after FY2026 performance period |
| PSUs (2024 Three-Year) | 3-year cumulative Adjusted Total Revenue | 40% | Payout curves; TSR modifier (+/–25%); kicker for FY2026 EPS goal | Not disclosed for Leiken | Determined after FY2026 by Committee | Vests after FY2026 performance period |
| RSUs | Service-based | n/a | Vests in ~equal installments over 3 years | n/a | n/a | Time-vest, ~ratable over 3 years |
| Stock Options | Service-based | n/a | 10-year term; strike set at grant-date closing price; vests ~ratably over 3 years | n/a | n/a | Time-vest, ~ratable over 3 years |
Note: In early 2025, the Compensation Committee temporarily increased RSU weighting and removed adjusted total revenue as a PSU metric to support the potential sale of Family Dollar; special incentives tied to strategic alternatives were granted to certain executives (not specified as Leiken) .
Equity Ownership & Alignment
- Executive stock ownership guidelines require “Other Chief-Level Officers” (includes Chief Legal Officer) to hold equity equal to 2x base salary; qualifying holdings include direct shares, trust/spousal/dependent holdings, retirement accounts, certified PSUs, and unvested RSUs/restricted stock (options do not count). Executives are expected to attain guidelines within five years .
- Hedging and pledging are prohibited; none of Dollar Tree’s executives or directors engaged in pledging transactions in fiscal 2024 .
- Timing policy: Annual equity awards are granted on April 1; new-officer grants occur on the last business day of the fiscal month following hire, with safeguards on grant timing relative to material non-public information .
Ownership policy detail
| Position | Required Multiple of Salary |
|---|---|
| CEO | 6x |
| CFO | 3x |
| COO | 3x |
| Chief Merchandising Officer | 3x |
| Other Chief-Level Officers | 2x |
Employment Terms
- Change-in-control Retention Agreements: Dollar Tree has “double-trigger” retention agreements with its executive officers (other than Mr. Dreiling and Mr. McNeely), paying severance only if employment is terminated without cause or for good reason within two years post-change-in-control. Benefits include 1.5x base salary plus bonus (2.5x for CEO), continued benefits, and bonus treatment per plan .
- Equity on CIC termination: Under the 2021 Omnibus Incentive Plan, if terminated without cause within 24 months after a change-in-control, options/SARs vest and become exercisable, RSU restrictions lapse, and performance units are deemed fully earned at target unless otherwise specified in agreements .
- Executive Agreements: In 2024, Dollar Tree updated form Executive Agreements (applied to certain executives) to provide lump-sum severance equal to 24 months of base salary plus a prorated portion of one year of target bonus, COBRA up to 18 months, and restrictive covenants including a non-compete; terms supersede prior agreements to align with market practices .
- Clawback policy: Mandatory recoupment of excess incentive compensation for any executive officer if financial statements are restated due to material noncompliance, covering the prior three completed fiscal years; updated to comply with SEC/Nasdaq rules in 2023 .
- No excise tax gross-ups: Payments are capped to avoid Section 4999 excise tax; Dollar Tree does not provide excise tax gross-ups .
Investment Implications
- Pay-for-performance alignment appears robust: MICP and PSUs are tied to adjusted operating income, adjusted revenue (for 2024), and multi-year adjusted EPS with a TSR modifier, creating sensitivity to operating execution and long-term shareholder returns .
- Retention risk is moderated by double-trigger CIC protections and clear severance economics for executive officers; equity awards accelerate or are deemed earned at target on qualifying CIC terminations, reducing uncertainty in transition scenarios .
- Insider selling pressure is structurally limited by anti-hedging/anti-pledging policies, but annual grant timing and three-year ratable vesting for RSUs/options around April 1 can create periodic vest-related liquidity events for covered executives .
- Governance signals are constructive: 2024 say-on-pay approval was ~95%, the Compensation Committee uses an independent consultant and stable peer group, and policies prohibit repricing underwater options and gross-ups—reducing red-flag risk for compensation inflation or misalignment .
- Strategic optionality: Special PSU incentives tied to Family Dollar strategic alternatives for certain executives and the 2025 shift toward RSUs indicate program flexibility during transformational events; investors should monitor Board determinations that could accelerate vesting or influence payout curves (not specified as applicable to Leiken) .
Sources: Dollar Tree DEF 14A (May 6, 2025), DEF 14A (May 7, 2024), and DLTR 8-Ks signed by Corporate Secretary Jonathan B. Leiken .