Table of Contents
CHESAPEAKE, Va. — Dollar Tree Inc. has shaken up its board of directors, naming Rick Dreiling, former chief executive officer of Dollar General Corp., executive chairman and adding Paul Hilal, CEO of private equity firm Mantle Ridge LP, as vice chair along with five other new directors. Former chairman and CEO Bob Sasser and five other directors will retire from the board.
The move follows pressure from Mantle Ridge, which is Dollar Tree’s third-largest shareholder, initiated last November. The activist investor sought to completely replace the retailer’s current board with a slate of 11 nominees whom Dollar Tree management criticized in a statement as “drawn from boards of companies at which Mantle Ridge is highly influential, if not in total control, hardly a model of good corporate governance.”
According to Dollar Tree, the company’s entire board of directors met with Hilal, Dreiling and three other representatives of Mantle Ridge on December 2. The only operational initiative proposed by the investor group was a suggestion that Dollar Tree merchandise be sold in Family Dollar stores — something that the two chains have been doing for some years.
Instead, Dollar Tree management says, Mantle Ridge demanded that a majority of the board be replaced, Dreiling be named executive chairman, and additional rights of control. The Dollar Tree board responded with a letter proposing a settlement that offered Mantle Ridge a role in the retailer’s ongoing board refreshment program and a board membership and consulting role for Dreiling. Mantle Ridge responded with a letter presenting its 11 nominees for the board.
In addition to the reshuffling of the directors, the board will add a new finance committee and restructure its current nominating, governance and sustainability and compensation committees to create a new, separate committee focused on sustainability and corporate social responsibility.
The changes met with initial approval from investors, which drove up Dollar Tree’s share price 5.6% to $148.75 in the days following the announcement. A number of analysts issued upbeat assessments of the retailer’s outlook, particularly with Dreiling taking a leading role.
“We believe a Dreiling-led Dollar Tree will be able to ‘dust off the Dollar General playbook’ at Family Dollar, as well as ‘tweak’ the new Dollar Tree concept-pricing strategy,” wrote Anthony Chukumba, an analyst with Loop Capital.
Ironically, while still CEO of Dollar General Dreiling had launched a late bidding effort to acquire Family Dollar Stores, which had already agreed to be acquired by Dollar Tree. The effort was unsuccessful, and Dollar Tree in the years since the acquisition has devoted substantial resources to turning Family Dollar around.
“I have long respected the incredible success of Dollar Tree and how the company, under the stewardship of Bob Sasser, transformed the discount retail environment,” Dreiling said in a statement. “I am extremely excited about the opportunity to support Dollar Tree’s growth and leverage my decades of experience to advance and accelerate the company’s value-creation initiatives.”
Just days before the announcement of the board changes, Dollar Tree issued its fiscal 2021 financial results, which were mixed. Net income for the year inched down 0.1% to $1.33 billion on a 3.1% gain in sales to $26.31 billion. However, fourth quarter earnings of $2.01 per diluted share beat the Zack’s Consensus estimate of $1.79 per share. Sales for the final period, though, came in at $7.08 billion, falling short of the Zack’s estimate of $7.13 billion.
