Timothy A. Johnson
Director at DLTR
Board
About Timothy A. Johnson
Timothy A. Johnson (age 58) is an independent director of Dollar Tree, Inc., appointed in 2025. He is the former Chief Financial and Administrative Officer of Victoria’s Secret & Co. (2021–2025) and previously served as CFO/CAO at Big Lots, with over 30 years of retail leadership and finance experience . His board tenure at Dollar Tree is less than one year and he is disclosed as independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victoria’s Secret & Co. | Chief Financial and Administrative Officer | 2021–2025 | Senior finance and administrative leadership |
| Big Lots, Inc. | CFO; then Chief Financial and Administrative Officer | CFO 2012–2015; CFO/CAO 2015–2019 | Led finance; executive leadership in retail operations |
| The Limited, Inc. | Senior roles | Pre-2000s (not dated) | Retail finance/operations experience |
| Coopers & Lybrand | Certified Public Accountant | Early career | Public accounting foundational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brinker International, Inc. | Director | Since 2025 | Current public company board |
| The Aaron’s Company | Director | 2021–2024 | Prior public board experience |
| LogicSource, Inc. | Director | Not disclosed | Private company; procurement services |
| Nationwide Children’s Hospital | Board Member | Not disclosed | Non-profit board |
Board Governance
- Committee assignments: None yet assigned; Board anticipated naming him to one or more committees following his February 27, 2025 appointment .
- Independence: Determined independent; all standing committees comprise independent directors .
- Attendance/engagement: In fiscal 2024, each director attended more than 75% of Board and committee meetings; Board met 6 times and committees met as follows—Audit (10), Compensation (7), Nominating & Governance (4), Finance (4), Sustainability & CSR (4); directors are expected to attend the annual meeting .
- Skills: Johnson brings CFO-level financial management and retail industry expertise, reflected in the skills matrix and biography .
- Governance practices: Anti-hedging policy, no pledging by officers/directors, robust stock ownership, independent chair (Edward J. Kelly III), and executive sessions of independent directors .
Fixed Compensation
Non-employee director compensation structure (fiscal 2024 program applicable to Johnson from 2025 onward unless adjusted):
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard director cash retainer |
| Annual equity award (RSUs) | $150,000 | Standard director equity grant |
| Chairman (additional) | $100,000 cash + $100,000 equity | Applies to independent Chairman only |
| Lead Independent Director | $50,000 | Not applicable when Chairman is independent |
| Committee Chair – Audit | $40,000 | Chair fee |
| Committee Chair – Compensation | $35,000 | Chair fee |
| Committee Chair – Nominating & Governance | $35,000 | Chair fee |
| Committee Chair – Finance | $30,000 | Chair fee |
| Committee Chair – Sustainability & CSR | $30,000 | Chair fee |
| Committee member fees | None | No member-level fees |
| Meeting fees | None | No per-meeting fees |
| Deferrals | Allowed into cash or shares | Deferral program (no options since 7/1/2023) |
Meridian Compensation Partners benchmarked the program and found it market-aligned (Sept 2023) . Johnson will receive compensation consistent with non-employee directors .
Performance Compensation
- Directors do not have performance-based pay; annual equity awards are service-based RSUs with governance alignment intent .
- No director incentive performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for non-employee directors; meeting fees are not paid .
Other Directorships & Interlocks
| Company/Entity | Sector | Relationship to DLTR | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Brinker International | Restaurants | Customer/supplier overlap limited | No direct competitive overlap; low conflict risk |
| The Aaron’s Company (former) | Rent-to-own retail | Not a direct competitor to DLTR | Prior role; no current interlock |
| LogicSource, Inc. | Procurement services | Potential vendor category | No related-party transactions requiring disclosure reported since Feb 4, 2024 |
| Nationwide Children’s Hospital | Non-profit | No commercial overlap | No conflict |
Related-party oversight resides with the Audit Committee; no Item 404(a) related-party transactions reported for directors/officers since Feb 4, 2024 .
Expertise & Qualifications
- 30+ years retail leadership; CFO/CAO roles at VS&Co and Big Lots; early CPA background—high finance, accounting, and operating experience .
- Skills matrix reflects financial management, consumer/retail, strategic planning, operations competencies .
- Board independence and current lack of committee assignment suggest governance ramp-up period; Board indicated intent to assign committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Timothy A. Johnson | 676 | <1% | As of April 15, 2025; 210,146,856 shares outstanding |
| Pledging/Hedging | None pledged | — | Company discloses no shares pledged by officers/directors; anti-hedging policy in place |
| Ownership Guidelines | 5× annual cash retainer; 5 years to comply | Compliance status: all directors in compliance as of April 2025 | Vested stock/stock units count; options do not count |
Governance Assessment
- Independence and alignment: Johnson is independent with deep CFO/retail expertise; equity retainer and stock ownership guidelines support alignment; the company reports all directors compliant as of April 2025 despite Johnson’s early tenure .
- Conflicts and related parties: No related-party transactions requiring disclosure; updated Code of Conduct prohibits material investments in competitors/vendors; audit committee oversees RPTs—reduces conflict risk .
- Engagement and effectiveness: Board reports strong meeting cadence and attendance; independent chair and executive sessions bolster oversight; Johnson’s committee assignments pending—monitor for Audit/Comp/Finance alignment given his background .
- Compensation governance: Director pay is balanced 50/50 cash/equity, no meeting fees, chair premiums appropriately sized; independent consultant benchmarking supports market alignment; anti-hedging/no pledging policies are positive signals .
- RED FLAGS: None disclosed specific to Johnson; general watch items—initial low share count versus guideline optics (tempered by compliance disclosure), pending committee assignments (near-term oversight influence limited) .