Richard McNeely
Chief Merchandising Officer at DLTR
Executive
About Richard McNeely
Richard (Rick) McNeely, age 66, serves as Chief Merchandising Officer (Dollar Tree banner) and plans to retire in April 2026 after joining Dollar Tree in 2008; he has been CMO since May 2017 and previously served as Enterprise Chief Merchandising Officer from December 2019 to April 2022 . In fiscal 2024, the Dollar Tree banner delivered 4.7% net sales growth and 1.8% same-store sales growth; long-term incentives for senior executives include a relative TSR modifier, and McNeely’s 2022 three‑year PSU cycle paid at 196.7% of target based on 2022–2024 adjusted total sales performance of 103.9% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dollar Tree, Inc. | Chief Merchandising Officer — Dollar Tree | May 2017 – Apr 2026 (planned) | Expanded assortment and pioneered “treasure hunt” experience to drive growth |
| Dollar Tree, Inc. | Enterprise Chief Merchandising Officer | Dec 2019 – Apr 2022 | Enterprise-wide merchandising leadership across banners |
| Dollar Tree, Inc. | Merchandising leadership roles | 2008 – 2017 | Joined Dollar Tree in 2008; helped strengthen supplier relationships and drive growth |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 820,308 | 950,923 | 974,000 |
| “Bonus” ($) | 90,000 (monthly cash retention payments) | 15,000 (monthly cash retention payments; ceased Mar 2023) | — |
| Non‑Equity Incentive Plan (MICP) ($) | 531,892 | 801,212 | 599,984 |
| Stock Awards Grant‑Date Fair Value ($) | 1,799,805 | 1,759,779 | 1,759,899 |
| Option Awards Grant‑Date Fair Value ($) | — | 439,991 | 439,959 |
| All Other Compensation ($) | 257,783 | 97,619 | 56,467 (incl. 401(k) match $14,513; life insurance premiums $14,478) |
| Total ($) | 3,499,788 | 4,064,524 | 3,830,309 |
Performance Compensation
Annual Cash Incentive (MICP) – 2024 design and outcomes
| Metric | Weight | Target | Actual | % of Target Achieved | Payout % (per metric) | Weighted Contribution |
|---|---|---|---|---|---|---|
| Adjusted Operating Income ($mm) | 60% | 2,105.2 | 1,807.9 | 85.9% | 52.9% | 31.74% |
| Adjusted Total Revenue ($mm) | 40% | 31,649.8 | 30,845.6 | 97.5% | 74.6% | 29.84% |
| Total MICP Payout as % of Target | 61.6% |
- McNeely’s 2024 target bonus was 100% of base salary; paid $599,984 (61.6% of $974,000) under corporate results .
- 2024 plan metrics: Operating Income 60%, Total Revenue 40%, with threshold floors and payout curves; the committee made defined adjustments to operating income for significant, unbudgeted items tied to the Family Dollar strategic review and other factors, per plan policy .
Long‑Term Incentives (structure)
- Mix: 50% PSUs, 30% RSUs, 20% stock options; RSUs and options vest ratably over three years; options carry a 10‑year term .
- PSU metrics (2024 LTI cycle): 3‑year cumulative adjusted EPS (60%) and adjusted total revenue (40%), modified by relative TSR ±25%; payouts range per plan curves .
Long‑Term Incentives (selected awards and vesting)
| Award Date | Instrument | Shares/Units | Key Terms |
|---|---|---|---|
| 4/1/2024 | Stock Options | 7,433 unexercisable at $135.91, expiring 4/1/2034; vests ~1/3 annually over 3 yrs | Time‑vested options; 10‑yr term |
| 4/1/2024 | RSUs | 4,856 unvested; vests ~1/3 annually over 3 yrs | Time‑vested retention equity |
| 4/1/2024 | PSUs (2024–2026) | 8,093 target unearned | 3‑yr cumulative EPS (60%) + Revenue (40%) with relative TSR modifier; payable in 2026 upon certification |
| 3/31/2023 | Stock Options | 2,472 exercisable; 4,944 unexercisable at $143.55, expiring 3/31/2033; vests ~1/3 annually | Time‑vested options |
| 3/31/2023 | RSUs | 3,065 unvested; vests ~1/3 annually over 3 yrs | Time‑vested retention equity |
| 3/31/2023 | PSUs (2023–2026) | 7,662 target unearned | 3‑yr cumulative EPS + Revenue with TSR modifier; payable in 2026 |
| 4/1/2022 | PSUs (1‑yr) | 2,606 unvested installments remaining (from 2022 one‑year PSU) | Vests in three approx. equal installments after certification; retirement eligibility terms apply |
| 4/1/2022 | PSUs (2022–2024) | 2,822 paid 2025 (settlement of 2022 3‑yr PSU) | 3‑yr cumulative adjusted Total Sales; achieved 103.9% → 196.7% payout; McNeely earned 5,550 PSUs |
2022 Three‑Year PSU Results (paid 2025)
| Performance Metric (FY 2022–2024) | Threshold | Target | Maximum | Actual | % of Target | Earned % | McNeely PSUs Earned |
|---|---|---|---|---|---|---|---|
| 3‑yr Adjusted Total Sales ($mm) | 83,787 | 86,378 | 89,833 | 89,718 | 103.9% | 196.7% | 5,550 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 58,831 shares as of April 15, 2025; less than 1% of outstanding shares (210,146,856) |
| Anti‑hedging / Pledging | Anti‑hedging policy in place; no shares pledged by officers/directors |
| Clawback | Robust clawback policy covering incentive compensation |
| Stock Ownership Policy | Company discloses robust stock ownership policies (executive levels monitored by Comp Committee) |
Vested vs. Unvested / Exercisable vs. Unexercisable (as of FY-end)
| Category | Quantity / Value |
|---|---|
| Options Exercisable | 2,472 (3/31/2023 grant; $143.55 strike) |
| Options Unexercisable | 4,944 (3/31/2023 grant; $143.55 strike) |
| Options Unexercisable | 7,433 (4/1/2024 grant; $135.91 strike) |
| Unvested RSUs | 3,065 (3/31/2023 grant) |
| Unvested RSUs | 4,856 (4/1/2024 grant) |
| Unearned PSUs | 7,662 (2023–2026 cycle) |
| Unearned PSUs | 8,093 (2024–2026 cycle) |
| FY 2024 Stock Vested | 16,048 shares; $2,082,094 value realized on vesting |
Employment Terms
| Agreement / Provision | Key Terms |
|---|---|
| Executive Agreement (revised form, late 2024) | Revised form provides: lump sum severance = 24 months base salary; lump sum pro‑rated portion of one year target bonus; 18 months COBRA (reduced from 24); payable regardless of re‑employment (COBRA offsets if covered); contains restrictive covenants. Company made the revised Executive Agreement available for execution by other executives, including McNeely . |
| Change‑in‑Control (double‑trigger) | Company policy utilizes double‑trigger change‑in‑control provisions . |
| CiC Illustrative Payout (as of Feb 1, 2025) | If terminated without cause or resigns for good reason within CiC window (assumes target performance and termination date at FY‑end): Severance $1,963,562; RSU/Option acceleration value $2,134,778; Total $4,098,340; MICP earned for completed year N/A per table assumptions. McNeely does not have a Retention Agreement; severance per Executive Agreement applies . |
| Retention/Transition Letter (May 9, 2024) | If employed through the 2026 grant date, McNeely receives a 2026 incentive award on same terms as EVP peers; award will not be subject to early forfeiture if he retires prior to completion of vesting for that 2026 award . |
| Planned Retirement | Intends to retire as CMO in April 2026; leadership transition announced . |
Compensation Structure Analysis
- Cash vs equity mix: A substantial portion of pay is at‑risk via MICP and LTI (PSUs/RSUs/options), consistent with pay‑for‑performance design .
- Annual plan rigor and discretion: 2024 payouts were 61.6% of target on corporate metrics; the committee applied pre‑defined adjustment principles to operating income for significant, unbudgeted items (Family Dollar review, etc.) .
- LTI evolution: From 2023, added RSUs and options alongside PSUs; 2024 PSUs use 3‑year EPS and revenue with relative TSR modifier; 2025 program temporarily shifts long‑term mix to 50% PSUs/50% RSUs and removes revenue from PSU metrics to support transformation .
- Shareholder oversight: Say‑on‑pay received ~95% support in 2024; Meridian serves as independent compensation consultant .
Performance & Track Record
- Banner performance: Dollar Tree business net sales +4.7% and same‑store sales +1.8% in FY 2024 .
- LTI performance: 2022 3‑year PSU cycle paid at 196.7% of target on 103.9% adjusted total sales achievement; McNeely earned 5,550 PSUs .
- Strategic contributions: Credited with expanding assortment and “treasure hunt” merchandising to position the brand for growth .
Risk Indicators & Governance
- No pledging; anti‑hedging policy; robust clawback; no option repricing; double‑trigger CiC .
- No tax gross‑ups for perquisites (except business‑related relocation) .
- Compensation Committee is fully independent and oversees ownership compliance for executives .
Investment Implications
- Alignment: High variable pay and multi‑year PSU design with TSR modifier indicate strong alignment with shareholder outcomes; 2024 MICP payout at 61.6% reflects measured pay‑for‑performance discipline amid transformation .
- Retention and transition risk: The 2024 transition letter incentivizes McNeely to remain through 2026 grant timing and provides non‑forfeiture on the 2026 award upon retirement, mitigating retention risk in the run‑up to his April 2026 departure .
- Potential supply/vesting cadence: Significant unvested RSUs/options and unearned PSUs are scheduled to vest or be determined through 2026, which may create periodic vest‑related supply; no pledging and anti‑hedging reduce adverse alignment risks .
- Governance quality: Independent committee oversight, robust clawback, and double‑trigger CiC terms reduce governance red flags; strong 2024 say‑on‑pay support (~95%) suggests shareholder acceptance of pay structure during the transformation .