William W. Douglas III
Director at DLTR
Board
About William W. Douglas III
Independent director at Dollar Tree since 2025; age 64. Former Executive Vice President and Chief Financial Officer of Coca‑Cola Enterprises with senior roles spanning IT, finance, and supply chain from 1985–2016, bringing deep financial leadership and global supply chain experience to the board . He is classified as independent under Nasdaq rules; with the exception of the CEO, all DLTR directors are independent . Dollar Tree’s skills matrix tags Douglas for executive leadership, financial management, consumer/retail, strategic planning, operations, and global sourcing/supply chain .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Coca‑Cola Enterprises, Inc. | Executive Vice President and Chief Financial Officer | 1985–2016 (senior roles across CCE and Coca‑Cola HBC) | Financial leadership; experience across IT, finance, and supply chain |
| Coca‑Cola HBC | Senior leadership roles (part of 1985–2016 tenure) | 1985–2016 | International operations and supply chain exposure |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| SiteOne Landscape Supply | Director | 2016 | Current public company directorship |
| Coca‑Cola HBC | Director | 2016 | Current public company directorship |
| Monster Beverages Corporation | Director | 2025 | Current public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Committee assignments | None as of the latest proxy (no committee memberships listed for Douglas) |
| Committee chairs | None |
| Board meeting attendance (boardwide) | Fiscal 2024: 6 Board meetings; no director attended fewer than 75% (applies to then-incumbents) |
| Executive sessions | Independent directors meet in private sessions multiple times per year |
| Board leadership | Independent Chairman (Edward J. Kelly, III); no Lead Independent Director needed under current structure |
| Board/committee activity | FY2024: 35 total Board and committee meetings (Board 6; Audit 10; Compensation 7; Finance 4; Sustainability & CSR 4) |
Fixed Compensation (Non‑Employee Director Program)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $150,000 |
| Annual equity award | $150,000 (at least 50% of director pay in equity) |
| Chairman (additional) | $100,000 cash + $100,000 equity |
| Committee chair fees | Audit: $40,000; Compensation: $35,000; Nominating & Governance: $35,000; Finance: $30,000; Sustainability & CSR: $30,000 |
| Meeting fees | None |
| Deferral program | Directors may defer fees into cash or shares; book‑entry accounts; cash deferrals accrue interest at 30‑year Treasury rate; share deferrals credited at quarter‑start closing price; options no longer offered post‑June 30, 2023 |
Note: Douglas joined the Board in 2025; the FY2024 Director Compensation table covers those serving in 2024 and does not include him .
Performance Compensation (Directors)
| Feature | Details |
|---|---|
| Performance‑based elements | None; director equity is an annual grant (time‑based), no performance metrics |
| Clawback / risk mitigants | Robust clawback policy; anti‑hedging; no repricing of underwater options; strong stock ownership policies |
Other Directorships & Interlocks
- Current public boards: SiteOne Landscape Supply (since 2016), Coca‑Cola HBC (since 2016), Monster Beverages Corporation (since 2025) .
- Board commitments policy: DLTR generally restricts service to ≤4 public boards; all nominees comply (Douglas serves on 4 including DLTR) .
- Potential commercial overlap: DLTR sells beverages; Douglas sits on beverage company boards (Coca‑Cola HBC, Monster). DLTR reports no related‑party transactions requiring disclosure since Feb 4, 2024, and its policy requires Audit Committee review/approval of any such transactions .
Expertise & Qualifications
| Skill/Experience Area | Tagged for Douglas |
|---|---|
| Executive Leadership | Yes |
| Financial Management | Yes |
| Consumer/Retail Industry | Yes |
| Strategic Planning | Yes |
| Operations | Yes |
| Global Sourcing/Supply Chain | Yes |
| IT/Cybersecurity | Not tagged |
| Risk Management | Not tagged |
| Marketing/Communications | Not tagged |
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| William W. Douglas III | 8,176 | <1% | None (policy prohibits pledging; none occurred in FY2024) | Beneficial ownership as of Apr 15, 2025 ; anti‑hedging and no pledges policy; no pledges by any directors in FY2024 |
| Director stock ownership guideline | 5x annual cash retainer (measured at acquisition date); 5‑year compliance window | — | — | As of April 2025, all directors are in compliance |
Section 16 compliance: No delinquent filings disclosed for Douglas; two other individuals had late filings in FY2024 .
Compensation Structure & Benchmarking Context (Board Oversight Signals)
| Topic | Detail |
|---|---|
| Independent comp consultant | Yes (Meridian) |
| Say‑on‑Pay outcome | ~95% support at 2024 annual meeting |
| Executive comp peer group (for benchmarking) | Albertsons, AutoZone, BJ’s, Burlington, Dollar General, Lowe’s, Macy’s, Nordstrom, Rite Aid, Ross, Target, Gap, Kroger, TJX, Tractor Supply, Walgreens Boots Alliance |
Related‑Party Transactions and Conflicts
| Area | Disclosure |
|---|---|
| Related‑party transactions | None requiring disclosure since Feb 4, 2024 |
| Code of Conduct updates (conflicts) | 2024 update added prohibitions on conflicts including purchasing/owning a material investment in a competitor or vendor; strengthened insider trading and other compliance topics |
| Oversight | Audit Committee reviews/oversees related parties; all standing committees are 100% independent |
Governance Assessment
-
Strengths
- Independence and relevant skill fit: financial leadership (former CFO), global supply chain, retail/consumer exposure align with DLTR’s operating and transformation agenda .
- No committee overload; complies with board overboarding policy; current count within limits (4 boards) .
- Ownership alignment: director equity retainer, 5x cash retainer ownership guideline, anti‑hedging/pledging; as of April 2025 all directors compliant .
- Clean conflict profile: no related‑party transactions disclosed; strong Audit Committee oversight .
-
Watch items
- Potential perceived vendor adjacency via Coca‑Cola HBC and Monster Beverage directorships; however, DLTR reports no related‑party transactions and prohibits material investments creating conflicts .
- New director (<1 year tenure), not yet placed on a committee—monitor future committee assignment to leverage finance/audit expertise .
-
Board effectiveness context
- Board is >90% independent; all standing committees 100% independent; robust governance practices (clawback, majority voting, no meeting fees) support investor confidence .
- FY2024 attendance strong (no director under 75%); substantial board and committee workload (35 meetings), indicating active oversight during transformation/divestiture period .