Mary A. Laschinger
Director at DLTR
Board
About Mary A. Laschinger
Independent director at Dollar Tree since 2022; retiring at the June 19, 2025 annual meeting, which will reduce board size from 12 to 11 . Former Chairman and Chief Executive Officer of Veritiv Corporation, with prior senior leadership at International Paper and board service at the Federal Reserve Bank of Atlanta; age 64 per 2024 proxy biography . She is designated independent under Nasdaq standards; all standing board committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veritiv Corporation | Chairman & Chief Executive Officer | 2014–2020 | Led large-scale operations; depth in risk management and human capital programs |
| International Paper (xpedx) | SVP, International Paper; President, xpedx distribution | 2007–2014 | Large-scale supply chain, operating leadership |
| Federal Reserve Bank of Atlanta | Director | Not disclosed | Governance and risk perspective from financial oversight |
External Roles
| Company | Role | Tenure/Status |
|---|---|---|
| Newmont Corporation | Director | Since 2021 |
| Kellanova (formerly Kellogg Company) | Director | Since 2012 |
Board Governance
- Independence: Independent director; with the exception of the CEO, all DLTR directors are independent; all standing committees are 100% independent .
- Committee assignments: Member—Compensation Committee; Member—Sustainability & Corporate Social Responsibility Committee (not a chair) .
- Attendance: In fiscal 2024, each director attended >75% of board and committee meetings; board met 6 times; comp 7; audit 10; finance 4; sustainability 4 .
- Engagement: Co-signed the Compensation Committee Report included in the 2025 proxy .
- Transition: Will retire at the 2025 annual meeting; board reduced to 11 seats immediately prior to the meeting .
| Governance Item | Details |
|---|---|
| Independence | Independent under Nasdaq |
| Committees | Compensation—Member; Sustainability & CSR—Member |
| FY2024 Attendance | >75% attendance; Board 6 mtgs; Comp 7; Audit 10; Finance 4; Sust/CSR 4 |
| Board Structure | Independent Chair; independent Vice Chair; exec sessions without management |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual Cash Retainer ($) | $150,000 | $150,000 |
| Annual Equity Award ($) | $150,000 | $150,000 |
| Committee Member Fees | None (DLTR pays no member fees) | None (DLTR pays no member fees) |
| Meeting Fees | None | None |
| Total ($) | $300,000 | $300,000 |
Notes: Chair fees exist by policy (e.g., Comp Chair $35k), but Laschinger is not a chair .
Performance Compensation
Directors receive time-based equity; no performance-conditioned director pay. As a Compensation Committee member, Laschinger oversees NEO incentive structures and outcomes:
| Annual Cash Incentive (MICP) | FY2023 | FY2024 |
|---|---|---|
| Adjusted Operating Income Target ($mm) | $2,046.5 | $2,105.2 |
| Adjusted Operating Income Achievement ($mm) | $1,784.8 | $1,807.9 |
| % of Target Achieved | 87.21% | 85.9% |
| Adjusted Revenue Target ($mm) | $30,307.9 | $31,649.8 |
| Adjusted Revenue Achievement ($mm) | $30,603.8 | $30,845.6 |
| % of Target Achieved | 100.98% | 97.5% |
| Total Corporate Payout % | 82.26% | 61.6% |
PSU design (long-term incentives for executives):
- 2023/2024 PSU metrics: 60% adjusted EPS; 40% adjusted total revenue; TSR modifier ±25% over 3 years .
- 2025 program changes: Annual bonus weighting shifted to 70% operating income / 30% revenue; PSUs removed revenue metric; LTI mix moved to 50% PSUs and 50% RSUs (temporary to support Family Dollar divestiture) .
Comp Committee discretion and adjustments:
- FY2024 operating income adjusted by ~$2.17B for strategic review impacts and other items; revenue unadjusted; payout determined at 61.6% .
- FY2023 operating income adjusted by ~$2.67B; revenue unadjusted; payout 82.26% .
Other Directorships & Interlocks
| Company | Sector Overlap with DLTR | Potential Interlocks / Notes |
|---|---|---|
| Newmont Corporation | Mining; no retail overlap disclosed | No DLTR related-party transactions disclosed in the proxy sections we reviewed; Audit Committee oversees related-party reviews . |
| Kellanova (Kellogg) | Consumer packaged goods; may be supplier category to retailers generally | No DLTR related-party transactions disclosed in the proxy sections we reviewed; Audit Committee oversight applies . |
Board commitments policy: Nominating & Governance generally limits service to ≤4 public boards; nominees comply with policy .
Expertise & Qualifications
- Senior executive experience leading complex operations, risk management, leadership development, compensation and human capital management .
- Retail/supply chain exposure via xpedx and Veritiv; governance experience across multiple public boards and financial institutions .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Apr 15, 2025) | 22,657 shares; <1% of outstanding |
| FY2023 Deferred Amount ($) | $150,000 deferred; 1,045 shares credited; total deferred shares 2,258; options outstanding 0 |
| FY2024 Deferred Amount ($) | $150,000 deferred; 1,398 shares credited; total deferred shares 3,657; options outstanding 0 |
| Stock Ownership Guidelines | 5× annual cash retainer; 5-year compliance period; all directors in compliance (Apr 2025) |
| Anti-Hedging / Pledging | Hedging prohibited; shares pledged by officers/directors: none |
Governance Assessment
- Board effectiveness: Laschinger contributes compensation governance and sustainability oversight; consistent attendance and independent committee service support investor confidence .
- Alignment: Defers fees into common stock equivalents and holds beneficial shares; complies with rigorous 5× retainer ownership guideline; no pledging—positive alignment signals .
- Pay oversight: As a Compensation Committee member, co-signed the CD&A inclusion; committee used multi-metric short- and long-term incentives and maintained independence with an external consultant (Meridian) .
- Transition risk: Retirement at the 2025 meeting removes an experienced comp/sustainability voice; however, board remains a supermajority independent with defined refreshment processes .
- RED FLAGS to monitor: Large non-GAAP adjustments used in incentive determinations (FY2024 ~$2.17B; FY2023 ~$2.67B) warrant ongoing scrutiny of pay-for-performance integrity, though adjustments are disclosed and governed by committee principles .
- Conflicts/related-party exposure: No family relationships and no share pledges; audit committee reviews related-party transactions; no Mary-specific related-party transactions identified in the sections reviewed .