Stewart Glendinning
Chief Financial Officer at DLTR
Executive
About Stewart Glendinning
Stewart Glendinning (age 59) became Chief Financial Officer of Dollar Tree effective March 30, 2025, after joining in January 2025 to support enterprise transformation and the Family Dollar strategic review. He holds a bachelor’s degree in accounting from the College of William & Mary and a J.D. from the University of Miami, and serves on the board of The North West Company Inc. (TSX: NWC) . His initial DLTR package is $950,000 base salary with 100% target bonus and $3.9M annual LTI (50% RSUs vesting ratably over three years; 50% PSUs on three-year cumulative metrics), plus a $250,000 cash incentive and a $975,000 one-time equity award (50% RSUs/50% PSUs) tied to the Family Dollar review .
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| Express, Inc. | Chief Executive Officer | Sep 2023 – Dec 2024 | Led public retailer; prior to DLTR appointment to CFO . |
| Tyson Foods, Inc. | Group President, Prepared Foods | Oct 2022 – Sep 2023 | Led a major operating segment at a Fortune 500 company . |
| Tyson Foods, Inc. | EVP & Chief Financial Officer | Feb 2018 – Oct 2022 | Global CFO leadership at Fortune 500 scale . |
| Molson Coors Beverage Co. | Multiple leadership roles incl. President & CEO, Molson Coors International | 2005 – pre-2018 | Led operating segments; prior global finance/ops leadership . |
| KPMG LLP; The Hackett Group | Senior audit and consulting roles | Pre-2005 | Professional services finance/consulting foundation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| The North West Company Inc. (TSX: NWC) | Director | Current |
Fixed Compensation
| Component | Amount/Terms | Effective |
|---|---|---|
| Base Salary | $950,000 annually, subject to annual adjustment | Effective on CFO appointment Mar 30, 2025 . |
| Target Annual Bonus (MICP) | 100% of base salary | Set in connection with CFO appointment . |
| Special Cash Incentive | $250,000 cash, contingent on objectives tied to Family Dollar strategic review | Disclosed Mar 5, 2025 . |
| One-time Equity Award | $975,000 aggregate value (50% RSUs / 50% PSUs) | In recognition of Family Dollar review contributions . |
Equity grant timing policy: annual grants occur on April 1; new officer equity is generally granted on the last business day of the fiscal month following the hire month; Committee must approve awards prior to grant date .
Performance Compensation
Annual Incentive Plan (MICP)
| Plan Year | Metrics & Weights | Targets | Payout Curve Highlights | Notes |
|---|---|---|---|---|
| 2024 | Adjusted Operating Income 60%; Adjusted Total Revenue 40% | OI target: $2,105.2M; Revenue target: $31,649.8M | OI: 0% <85% → 100% at 100% → 200% at ≥112.5%; Revenue: 0% <95% → 100% at 100% → 200% at ≥105% | OI hurdle: no payout for either metric if OI < $1,500M (≈71% of target) . |
| 2025 (program changes) | Adjusted Operating Income 70%; Adjusted Total Revenue 30% | Not disclosed | Same construct retained (Committee can adjust for specified unbudgeted items) | Weighting shift reflects greater focus on profitability . |
Definitions exclude specified unbudgeted items (e.g., FX, accounting changes, impairments, M&A/divestiture costs, certain legal/disaster costs, store/DC closure effects, regulatory changes), with Compensation Committee discretion to adjust consistent with guiding principles .
Long-Term Incentive (LTI)
| Grant Year | Vehicle Mix | PSU Metrics & Modifiers | Vesting |
|---|---|---|---|
| 2024 program (company-wide) | 50% PSUs; 30% RSUs; 20% stock options | 3-year cumulative adjusted EPS (60%) + adjusted total revenue (40%) with 3-year relative TSR modifier ±25%; 2024 PSU also includes a “kicker” tied to a challenging 2026 EPS goal | RSUs and options vest ratably over 3 years; options 10-year term at at-the-money strike . |
| 2025 program (changes) | 50% PSUs; 50% RSUs (stock options removed) | Adjusted total revenue removed from PSU metrics; PSUs remain 3-year cumulative with criteria set by Committee | RSUs vest ratably over 3 years; PSUs cliff vest post-performance period . |
| Stewart Glendinning (2025) | $3.9M annual LTI: 50% RSUs; 50% PSUs (3-year cumulative) | PSU criteria set by Committee | RSUs vest ratably over 3 years; PSUs at end of 3-year period . |
| One-time award (2025) | $0.975M: 50% RSUs; 50% PSUs | As above | As above . |
Equity Ownership & Alignment
- Stock ownership guidelines: CFO must hold Company stock with value ≥3x base salary within five years; qualifying holdings include direct/indirect shares, retirement accounts, unvested RSUs, and PSUs once performance is certified (options do not count) .
- Anti-hedging/pledging: Prohibitions on hedging; proxy highlights report “Shares pledged by officers and directors: None” .
- Clawback: Updated June 2023 to comply with SEC/Nasdaq; mandatory recovery of excess incentive comp for three completed fiscal years preceding a restatement; policy supplements existing CEO/CFO clawback under omnibus plans .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; appointed CFO effective March 30, 2025 . |
| Executive Agreement (form) | Revised in 2024: upon termination without cause or disability, lump-sum severance equal to 24 months of base salary plus a lump-sum prorated portion of one year of target bonus; up to 18 months COBRA; severance not offset by re-employment (COBRA ends upon other group coverage) . |
| Restrictive covenants | Executive Agreements include a covenant not to compete and other restrictive covenants; release required . |
| Change-in-Control (Retention Agreement) | Double trigger: if terminated without cause or for good reason within two years post-CiC (or certain cases six months prior), severance equals 1.5x (CEO 2.5x) Reference Salary+Reference Bonus; payout of any earned unpaid bonus plus pro-rata MICP bonus based on 3-year average; medical/dental/health/life continuation for period; service-based conditions on equity deemed satisfied, PSUs paid if/when performance certified; 280G cap (no payments above 2.99x base amount) . |
| Related party transactions | None reportable for Glendinning; no family relationships with current directors/officers . |
| Indemnification | Standard D&O indemnity agreement . |
Compensation Governance, Peer Group, and Say-on-Pay
- Compensation consultant: Meridian Compensation Partners engaged as independent advisor since March 2022 .
- Peer group (2024 benchmarking): Albertsons; AutoZone; BJ’s Wholesale; Burlington; Dollar General; Lowe’s; Macy’s; Nordstrom; Rite Aid; Ross; Target; The Gap; The Kroger Co.; The TJX Companies; Tractor Supply; Walgreens Boots Alliance .
- Say-on-Pay results:
- 2024 AGM: ~95% support .
- 2022 AGM: ~86% support .
- 2021 AGM: ~90% support .
Performance Compensation Mechanics (detail)
| Metric | Weight | Target/Range | Payout Scale | Vesting/Timing |
|---|---|---|---|---|
| MICP Adjusted Operating Income (2024) | 60% | Target $2,105.2M | 0% <85%; 50% at 85%; 100% at 100%; 200% at ≥112.5% | Calculated after FY results; paid Mar/Apr following year; OI hurdle $1,500M must be met for any payout . |
| MICP Adjusted Total Revenue (2024) | 40% | Target $31,649.8M | 0% <95%; 50% at 95%; 100% at 100%; 200% at ≥105% | Paid following year . |
| PSUs (2024 program) | n/a | 3-year cumulative EPS (60%) + Total Revenue (40%); TSR modifier ±25% | Payout per curves; 2024 PSU includes EPS “kicker” | Cliff vest post FY2026 performance period . |
| PSUs (2025 program) | n/a | Adjusted Total Revenue removed; 3-year cumulative criteria set by Committee | Payout per Committee-set curves/modifier | Cliff vest post performance period . |
| RSUs | n/a | Time-based | n/a | Ratable over 3 years . |
Risk Indicators & Red Flags Checklist
- Hedging/pledging: Hedging prohibited; no shares pledged by officers/directors reported in governance highlights .
- Clawback: Robust, SEC/Nasdaq-compliant; CEO/CFO supplemental coverage under plans .
- Related party transactions: None for Glendinning .
- Option repricing: Prohibited per governance highlights .
- Say-on-Pay: Strong support (95% in 2024), reducing investor opposition risk .
Investment Implications
- Pay-for-performance alignment appears stronger post-2023 redesign and 2025 tweaks: increased weight on profitability (MICP 70% OI/30% revenue in 2025) and removal of revenue from PSUs should tilt incentives toward sustained earnings quality rather than top-line-only growth .
- Retention risk is moderated by multi-year RSU/PSU vesting and competitive severance/CiC protection (24 months’ salary plus prorated bonus on no-cause termination; 1.5x pay double-trigger on CiC), which can stabilize leadership through the Family Dollar separation and Dollar Tree optimization, but also raises cost of turnover .
- Alignment safeguards are solid (3x salary ownership guideline for CFO; anti-hedging/pledging; clawback), lowering governance red-flag risk and potential insider-selling pressure beyond routine sell-to-cover at vesting; monitor April grant cycles and three-year PSU cliffs for scheduled liquidity .
- Track record and skillset (prior Fortune 500 CFO and segment CEO) plus direct involvement in Family Dollar strategic review may aid execution credibility on DLTR’s margin and growth algorithm; watch MICP/PSU disclosures each proxy season to gauge whether targets are tightening and whether payouts reflect true operating progress .