Paul C. Hilal
Vice Chair of the Board at DLTR
Board
About Paul C. Hilal
Paul C. Hilal, age 58, is the Founder and CEO of Mantle Ridge LP and has served on Dollar Tree’s board since 2022; he is an independent director and the Board’s Vice Chair . His background includes tenures at Pershing Square (Partner/Senior Investment Professional, 2006–2016), Caliber Capital (Managing Partner, 2002–2005), Hilal Capital Management (Partner, 1998–2001), and Acting CEO of WorldTalk Communications (1999–2000) . He brings value-investing, capital allocation, and corporate transformation expertise, and currently serves on boards of CSX and Air Products .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pershing Square Capital Management | Partner & Senior Investment Professional | 2006–2016 | Value-investing, transformation stewardship |
| Caliber Capital Management | Managing Partner | 2002–2005 | Investment leadership |
| Hilal Capital Management | Partner | 1998–2001 | Investment leadership |
| WorldTalk Communications | Acting CEO | 1999–2000 | Operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CSX Corporation | Director | Since 2017 | Not disclosed in DLTR proxy |
| Air Products and Chemicals, Inc. | Director | Since 2025 | Not disclosed in DLTR proxy |
| Aramark | Director | 2019–2023 | Former board service |
| Canadian Pacific Railway Limited | Director | 2012–2016 | Former board service |
Board Governance
- Independence: Hilal is an independent director; all members of Audit, Compensation, and Nominating & Governance committees are independent under Nasdaq standards .
- Leadership: Vice Chair of the Board (independent); Board chaired by independent director Edward J. Kelly III since November 2024, with CEO Michael Creedon (non-independent) .
- Committee memberships: Compensation, Nominating & Governance, and Finance; he is not a committee chair .
- Attendance: In FY2024, the Board met 6 times; committees met: Audit 10, Compensation 7, Nominating & Governance 4, Finance 4, Sustainability & CSR 4; each director attended >75% of meetings of the Board and their committees .
- Stewardship Framework Agreement: If Hilal or a designated “New Director” cannot serve during the agreement term, Mantle Ridge has the right to designate a replacement, subject to conditions; see Form 8-K filed March 8, 2022 .
- Conflict oversight: Nominating & Governance reviews board composition, conflicts/waivers, and committee assignments; Audit Committee oversees related party transactions .
Committee Assignments and Roles
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 7 |
| Nominating & Governance Committee | Member | 4 |
| Finance Committee | Member | 4 |
| Board Vice Chair | Independent Vice Chair | Board met 6 times in FY2024 |
Fixed Compensation
| Item | Standard Program (Non-Employee Directors) | Hilal Actual FY2024 |
|---|---|---|
| Annual Cash Retainer | $150,000 | $0 (waived) |
| Annual Equity Award | $150,000 (shares; July 1 grant; value at close) | $0 (waived) |
| Chairman Increment | $100,000 cash + $100,000 equity (for independent Chair) | N/A |
| Committee Chair Fees | Audit $40k; Comp $35k; N&G $35k; Finance $30k; Sustainability $30k | $0 (not a chair) |
| Committee Member Fees | None | $0 |
| Meeting Fees | None | $0 |
| Deferral Program | Cash or stock under Deferral Program (no options post-7/1/23) | No deferrals reported |
Hilal waived all director fees and stock awards, signaling alignment and reduced risk of pay-related conflicts .
Performance Compensation
- Directors: Dollar Tree does not offer non-equity incentives or pension plans to non-employee directors; Hilal waived fees and equity, so no director performance-linked pay applies .
- Executive Program (Compensation Committee oversight): Metrics and weights below reflect structures Hilal helps govern as a Compensation Committee member .
Executive Incentive Metrics (Design Overview)
| Program | Metric | Weight | Threshold | Maximum | Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive (MICP) | Adjusted Operating Income | 60% | 85% of target | 112.5% of target | Must achieve adjusted operating income hurdle of $1,500m (71% of target) for any payout |
| Annual Cash Incentive (MICP) | Adjusted Total Revenue | 40% | 95% of target | 105% of target | Targets set via rigorous process |
| Long-Term PSUs (3-year) | Adjusted EPS | 60% | N/A in proxy summary | N/A in proxy summary | Measured over 3-year cumulative period |
| Long-Term PSUs (3-year) | Adjusted Total Revenue | 40% | N/A | N/A | Measured over 3-year cumulative period |
| Long-Term PSUs (3-year) | Relative TSR Modifier | +/-25% | N/A | N/A | Modifier applied vs peers |
Other Directorships & Interlocks
| Company | Overlap Type | Potential Conflict Consideration |
|---|---|---|
| Mantle Ridge LP (shareholder) | 6.5% beneficial owner; agreement with DLTR | Stewardship Framework Agreement grants designation rights if Hilal/new directors cannot serve—board influence risk to monitor |
| CSX, Air Products (current) | External boards | DLTR guidelines limit to ≤4 boards; N&G reviews time commitments; nominees satisfy rule |
| Aramark, Canadian Pacific (prior) | Former boards | Historical service; no current DLTR supplier/customer interlock disclosed in proxy |
Expertise & Qualifications
- Value investor, capital allocator, transformation steward; contributes unique strategic perspectives from multiple public company boards .
- Skills matrix indicates broad executive leadership and strategic planning experience across the board; Hilal’s tenure at DLTR is ~3 years as of proxy date .
- Independent leadership role as Vice Chair enhances board effectiveness and independent oversight .
Equity Ownership
| Holder | Shares | Percent of Outstanding |
|---|---|---|
| Paul C. Hilal | 13,641,004 | 6.5% |
| Mantle Ridge LP | 13,640,904 | 6.5% |
- Stock ownership guidelines: Non-employee directors must hold DLTR stock worth ≥5x annual cash retainer; directors have 5 years to comply, and as of April 2025 all directors are in compliance .
- Anti-hedging/pledging: Officers and directors prohibited from hedging or pledging DLTR stock; none engaged in pledging in FY2024; practices affirmed in governance highlights .
- No family relationships and “shares pledged by officers and directors: None” per governance highlights .
Fixed Compensation (Director Compensation Table, FY2024 Snapshot)
| Director | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Paul C. Hilal | — (waived) | — (waived) | — |
Directors may elect to defer fees into cash or stock under the Deferral Program; Hilal reported no deferrals .
Compensation Committee Analysis
- Committee membership: Cheryl W. Grisé (Chair), Paul C. Hilal, Mary A. Laschinger .
- Independent consultant: Meridian Compensation Partners advises committee; peer benchmarking for directors and executives conducted (non-employee director program aligned with market) .
- Executive peer group (for benchmarking): 16 retailers including Dollar General, Target, Kroger, TJX, Lowe’s, Walgreens; peer group maintained for FY2024 .
Executive Peer Group (FY2024)
| Peer Companies |
|---|
| Albertsons; AutoZone; BJ’s; Burlington; Dollar General; Lowe’s; Macy’s; Nordstrom; Rite Aid; Ross Stores; Target; The Gap; Kroger; TJX; Tractor Supply; Walgreens Boots Alliance |
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~95% support, indicating strong shareholder backing of compensation philosophy and design .
- Board recommendation: “FOR” advisory approval of NEO compensation and other proposals at 2025 annual meeting .
Governance Assessment
- Positives:
- Independent Vice Chair with deep investor/operator experience; multiple independent committee memberships enhance oversight .
- Strong attendance; robust independent board leadership; independent committee chairs; executive sessions without management .
- Waiver of all director fees and equity awards signals high alignment and reduced compensation conflicts; strict anti‑hedging/pledging policy; ownership guideline compliance .
- Compensation program features rigorous, profit‑and‑growth‑aligned metrics and a TSR modifier; use of independent consultant and strong governance practices (clawback, double-trigger, no repricing) .
- Watch Items / RED FLAGS:
- Mantle Ridge’s 6.5% stake plus Stewardship Framework Agreement replacement rights create potential influence over board composition; monitor for independence erosion or related‑party considerations despite Audit/N&G oversight .
- Multi‑board service: while compliant with DLTR limits and reviewed for time commitments, continued monitoring is prudent for engagement/availability .
Overall signal: Hilal’s waived compensation, significant share ownership, and independent leadership role are supportive for investor confidence, while Mantle Ridge’s designation rights under the Stewardship Framework Agreement warrant ongoing scrutiny to ensure continued board independence and avoidance of related‑party conflicts .