Michael C. Creedon Jr.

About Michael C. Creedon Jr.

Michael C. Creedon Jr., 49, is Dollar Tree’s Chief Executive Officer (since Dec 18, 2024) and a director (since 2025) with prior roles as interim CEO and Chief Operating Officer; he previously led U.S. stores at Advance Auto Parts and held leadership positions at Tyco International and ADT Security. He holds a B.A. in Economics from Middlebury College and a finance certificate from the University of Chicago Graduate School of Business . Under his leadership, Dollar Tree executed a strategic review and agreed to divest Family Dollar for $1,007.0 million, closed ~695 of ~970 underperforming Family Dollar stores by FY2024-end, grew FY2024 net sales 4.7% and Dollar Tree same-store sales 1.8% . He joined the Board in 2025 and is not independent; the Board is otherwise a large supermajority independent with an independent Chair and Vice Chair mitigating dual-role concerns .

Past Roles

External Roles

Fixed Compensation

• Base salary progression and annual incentive targets: | Date | Base Salary ($) | Target Bonus (% of Salary) | Notes | |---|---:|---:|---| | Sep 2022 (COO appointment) | 850,000 | 100% | At-will; initial comp terms | | Nov 2024 (Interim CEO) | 1,100,000 | 100% (2024 plan) | Added $2.25M LTI grant | | Jan 2025 (CEO) | 1,300,000 | 150% (25th percentile vs peers) | Base below peer median |

• 2024 MICP payout for Creedon: Target bonus $987,500; payout 61.6% → $608,300 .

Performance Compensation

• Annual cash incentive structure (MICP) and FY2024 outcomes: | Metric | Target ($mm) | Actual ($mm) | % of Target Achieved | Payout % | Weight | Weighted Payout % | |---|---:|---:|---:|---:|---:|---:| | Adjusted Operating Income | 2,105.2 | 1,807.9 | 85.9% | 52.9% | 60% | 31.74% | | Adjusted Total Revenue | 31,649.8 | 30,845.6 | 97.5% | 74.6% | 40% | 29.84% | | Total | — | — | — | — | 100% | 61.6% |

• MICP design highlights:

  • Weights: 60% Adjusted Operating Income; 40% Adjusted Total Revenue in 2024; operating income hurdle $1,500mm must be met for any payout .
  • 2025 change: weights shifted to 70% operating income / 30% revenue; PSU metric removed for adjusted total revenue; LTI mix temporarily increased RSUs to support transformation .

• Long-term incentives (LTI): | Grant Date | Vehicle Mix | Grant Value ($) | Key Metrics/Terms | Vesting | |---|---|---:|---|---| | Nov 2024 | 50% PSUs / 30% RSUs / 20% Options | 2,250,000 | PSUs: 3-year cumulative Adj EPS (60%) + Adj Total Revenue (40%) with ±25% TSR modifier | RSUs/options vest ratably over 3 years; options strike at grant price, 10-year term | | Apr 2025 | 50% PSUs / 50% RSUs | 9,000,000 | PSUs: 3-year cumulative performance; adjusted total revenue removed as PSU metric in 2025 | RSUs vest ratably over 3 years |

• Recent vesting: | Year (FYE) | RSUs Vested (#) | Value Realized ($) | |---|---:|---:| | FY2023 (Feb 3, 2024) | 2,643 | 310,077 | | FY2024 (Feb 1, 2025) | 4,454 | 425,563 |

• Special cash bonus: $500,000 tied to progress on Family Dollar strategic review; paid in FY2025; clawback if terminated for cause or voluntary departure within three years .

Equity Ownership & Alignment

• Executive stock ownership guideline: CEO = 6x salary; qualifying holdings include unvested RSUs/PSUs with certified performance; stock options excluded; as of April 1, 2025 all NEOs in compliance .
• Anti-hedging/pledging: Company prohibits hedging and pledging; none reported among executives/directors in FY2024 .
• Insider selling pressure: No option exercises reported for Creedon in FY2023–FY2024; RSU vesting adds modest float given small share counts relative to ~210 million shares outstanding .

Employment Terms

• Executive Agreement revisions (2024/2025):

  • Severance: Lump sum of 24 months’ base salary; plus lump sum prorated portion of one year target bonus; COBRA continuation reduced to 18 months; payable regardless of re-employment (COBRA stops upon other coverage) .
  • Executive agreements include restrictive covenants (including non-compete), and release requirements .

• Potential payments upon non-CIC termination (as of Feb 1, 2025): | Scenario | Severance ($) | RSUs/Options Vesting ($) | Total ($) | |---|---:|---:|---:| | Death | 3,927,546 | 4,542,492 | 8,470,038 | | Disability | 3,927,546 | 4,542,492 | 8,470,038 | | Involuntary termination without cause | 3,927,546 | — | 3,927,546 |

• Potential payments upon “double trigger” change-in-control (as of Feb 1, 2025): | Component | Amount ($) | |---|---:| | Severance payment (2.5x reference salary+bonus; incl. benefits) | 4,431,358 | | Earned but unpaid MICP | 608,300 | | RSUs and options vesting due to event | 4,542,492 | | Total | 9,582,150 |

• Deferred compensation: Creedon had no NQDC contributions/balances reported in FY2023–FY2024 .

Board Governance

• Board service: Director since 2025; not independent; no committee assignments .
• Independence structure: >90% of directors independent; all standing committees 100% independent; independent Chair (Edward J. Kelly III) and independent Vice Chair (Paul C. Hilal) .
• Meetings and attendance: FY2024 Board met six times; total Board/committee meetings 35; no directors attended fewer than 75% of meetings .
• Stewardship Framework Agreement: Mantle Ridge LP (6.5% holder) has designation rights if its designee cannot serve; governance dynamics noted .
• Director compensation: Executive officers do not receive director fees; non-employee director retainer structure documented separately .

Performance & Track Record

• FY2024 strategic execution: Portfolio optimization—identified ~970 underperforming Family Dollar stores; ~695 closures by FY2024-end; strategic alternatives review led to definitive sale agreement for Family Dollar ($1,007.0 million purchase consideration) .
• Growth: FY2024 net sales +4.7%; Dollar Tree same-store sales +1.8%; expanded multi-price assortment; improved store standards and operational efficiencies; acquired designation rights to 170 99 Cents Only leases across AZ, CA, NV, TX to strengthen West Coast footprint .

Compensation Structure Analysis

• Year-over-year mix and design:
  • 2024: LTI mix 50% PSUs / 30% RSUs / 20% options; annual bonus tied to Adjusted Operating Income (60%) and Adjusted Total Revenue (40%) with hurdle .
  • 2025: Temporary shift to 50% PSUs / 50% RSUs; PSU revenue metric removed; annual bonus weighting increased to operating income (70%) to emphasize profitable growth and simplify targets during transformation .
• Market benchmarking: CEO base set below peer median; target annual incentive at 150% salary (25th percentile), signaling conservative cash incentive posture with greater reliance on equity LTI .
• Clawbacks and risk controls: SEC/Nasdaq-compliant clawback policy; anti-hedging/pledging; double-trigger CIC; no excise tax gross-ups; no option repricing without shareholder approval .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay approval: ~57% approval in 2023; ~95% approval in 2024 after program redesign and outreach .
• Investor engagement: Board-level outreach to holders of >48% of shares; feedback led to multi-metric incentive design and balanced LTI mix .

Equity Ownership & Director/Peer Policies

• Ownership guidelines for executives and directors; directors must hold stock ≥5x annual cash retainer within five years; all directors in compliance as of April 2025 .
• Compensation peer group used for benchmarking spans large U.S. retailers (e.g., Dollar General, Target, Kroger, TJX) .

Risk Indicators & Red Flags

• Large adjustments in 2024 incentive measures: ~$2.17 billion adjustments applied to operating income for incentive calculation due to Family Dollar review, held-for-sale accounting, and other items per policy .
• Governance mitigants: Independent Chair/Vice Chair; fully independent committees; robust ownership/hedging/pledging policies .
• No pledging or hedging and no reported option exercises by Creedon in FY2023–FY2024 .

Investment Implications

• Alignment: High at-risk pay with multi-year PSUs linked to EPS and TSR aligns CEO incentives with durable value creation; 2025 RSU tilt supports retention amid divestiture execution .
• Retention and turnover risk: Revised severance terms provide certainty; double-trigger CIC protection and clear non-compete/retirement definitions promote orderly succession, but increased RSU weighting may reduce near-term performance leverage .
• Trading signals: RSU vesting adds minor supply; lack of option exercises suggests limited sell pressure from options; anti-hedging/pledging policy reduces alignment risk .
• Performance context: FY2024 growth and strategic sale of Family Dollar position core Dollar Tree for focus and investment; annual incentive shift toward operating income emphasizes profitable growth—a constructive signal for margins and cash generation .