Stephanie P. Stahl
Director at DLTR
Board
About Stephanie P. Stahl
Independent director of Dollar Tree since 2018 (age 58). Former Global Marketing & Strategy Officer at Coach; prior CMO of Revlon; ex-BCG Partner; founder of Studio Pegasus LLC. Core credentials: consumer/retail marketing, data analytics, digital strategy, sustainability/ESG, corporate governance and investor engagement. Serves as Chair of the Board’s Sustainability & Corporate Social Responsibility (CSR) Committee and member of the Nominating & Governance Committee; designated independent under Nasdaq standards. Tenure on DLTR board: 7 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Coach, Inc. | Global Marketing & Strategy Officer | 2012–2015 | Led brand, marketing and strategy; retail/consumer transformation experience |
| Tracy Anderson Mind & Body, LLC | Chief Executive Officer | 2010–2011 | Operating leadership in consumer wellness |
| Revlon, Inc. | EVP, Chief Marketing Officer | 2003–2006 | Consumer brand building at scale |
| The Boston Consulting Group | Partner & Managing Director | 1998–2003 | Strategy, M&A, post-merger integration in consumer/retail |
| Studio Pegasus LLC | Founder (investment/advisory) | Ongoing | Governance, investor engagement, ESG focus |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Carter’s, Inc. | Director | Since 2022 | Current public company directorship |
| Newell Brands, Inc. | Director | Since 2022 | Current public company directorship |
| Edgewell Personal Care Company | Director | Since 2024 | Current public company directorship |
| Knoll, Inc. | Director | 2013–2021 | Prior public company directorship |
Board Governance
- Independence and leadership: Independent director; Chair, Sustainability & CSR; Member, Nominating & Governance. All members of DLTR’s standing committees (including both of hers) are independent.
- Committee assignments (DLTR 2025 proxy):
- Sustainability & CSR Committee: Chair; 4 meetings in fiscal 2024; mandate includes environmental/social strategy, human capital oversight, sustainability disclosures and stakeholder engagement.
- Nominating & Governance Committee: Member; 4 meetings in fiscal 2024; duties include board composition, conflicts/waivers, committee assignments, annual board/committee self-evaluations, and shareholder engagement oversight.
- Attendance: In fiscal 2024, the Board met 6 times; Nominating & Governance 4; Sustainability & CSR 4; each director attended >75% of Board and applicable committee meetings. Ten of eleven directors attended the 2024 annual meeting.
- Tenure and commitments: DLTR board tenure 7 years; public boards (including DLTR) = 4, within DLTR’s guideline (generally ≤4 other public boards).
- Independent board structure: Independent Chair (Edward J. Kelly III); independent Vice Chair (Paul C. Hilal); independent-only executive sessions occur multiple times per year.
Fixed Compensation
- Program structure (non-employee directors, FY2024): annual cash retainer $150,000; annual equity award $150,000; committee chair fees—CSR Chair $30,000; no member or meeting fees. Independent Chair receives additional $100,000 cash + $100,000 equity. No non-equity incentives or pensions for directors. Deferrals permitted into cash or stock under the Non-Employee Director Deferred Compensation Program.
| Director (FY2024) | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| Stephanie P. Stahl | 180,000 | 150,000 | 330,000 |
Deferrals (FY2024) for Ms. Stahl: deferred $330,000 of fees into stock-equivalents (3,388 shares), with total deferred shares of 11,826 outstanding as of Feb 1, 2025; no options outstanding.
Performance Compensation
- Non-employee directors at DLTR do not receive performance-based cash bonuses or PSU awards tied to operating/TSR metrics; equity is retainer-based (time-based stock).
| Performance Element | Applies to Directors? | Notes |
|---|---|---|
| Annual bonus (Operating Income/Revenue metrics) | No | Executive program only; directors excluded |
| PSUs with financial/TSR goals | No | Executive LTI design; directors receive time-based equity retainers |
Other Directorships & Interlocks
- Current public boards: Carter’s, Newell Brands, Edgewell Personal Care; prior Knoll. DLTR discloses no related-party transactions requiring Item 404(a) disclosure since Feb 4, 2024 (covers dealings involving directors and their affiliates).
- Code of Conduct updated (2024) to prohibit conflicts including purchasing or owning a material investment in a competitor or vendor; Audit Committee oversees related-party transactions.
Expertise & Qualifications
- Skills matrix marks for Ms. Stahl include: Marketing/Advertising/Communications; Executive Leadership; Strategic Planning; Operations; Human Capital Management; Global Sourcing/Supply Chain; Consumer/Retail Industry.
- Board value-add areas cited: marketing, data analytics, digital strategy, sustainability/ESG, corporate governance and investor engagement; experience in major transformations and M&A integration.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 17,698 shares; includes 13,609 deferred shares (less than 1%) |
| Shares Outstanding Basis | 210,146,856 shares outstanding (Apr 15, 2025) |
| Deferred Shares (status dates) | 11,826 deferred shares as of Feb 1, 2025; 13,609 deferred shares included in Apr 15, 2025 beneficial ownership—reflects ongoing deferrals/credits |
| Options Outstanding | None (director deferral options discontinued under new program; none held by Ms. Stahl) |
| Pledging/Hedging | Anti-hedging policy in place; pledging by officers/directors: none |
| Director Stock Ownership Guidelines | Minimum 5x annual cash retainer; 5-year compliance window; all directors in compliance as of April 2025 |
Governance Assessment
- Positives for investor confidence
- Independent, seasoned retail/consumer operator with deep marketing/digital and ESG credentials; chairs the Sustainability & CSR Committee during a period of significant transformation.
- Strong engagement profile: committee leadership and membership on governance; board reports that each director exceeded 75% attendance in 2024.
- Clear alignment: meaningful stock-based retainers and active deferrals into stock; in compliance with a rigorous 5x cash retainer ownership guideline; no pledging; anti-hedging policy.
- No related-party transactions requiring disclosure; Nominating & Governance Committee formally oversees conflicts and waivers.
- Watch items (not red flags)
- Board time commitments: four public boards (including DLTR) but within DLTR’s policy; Nominating & Governance annually reviews capacity and engagement.
- CSR oversight is material to DLTR’s risk profile (workplace safety, product oversight, human capital, disclosures); sustained performance will be judged on execution of these programs.
- Broader governance signals
- Independent Chair and independent-only executive sessions; strong committee independence.
- Say-on-pay support ~95% at 2024 annual meeting indicates constructive shareholder sentiment toward compensation governance.
No RED FLAGS identified for Ms. Stahl in the 2025 proxy: no related-party transactions, no pledging/hedging breaches, no attendance shortfalls, and no director compensation anomalies.