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The Home Depot 2025 Proxy Statement | 39 |
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Fiscal 2024 Performance Measures and Actual Performance | | Executive Compensation Results |
Performance-Based Restricted Stock: | | | | |
Restricted stock is forfeited if Fiscal 2024 operating profit is not at least 90% of the MIP target. | | Shares of restricted stock were not forfeited and will vest 50% after 30 months and 50% after 60 months from grant date.
|
($ in billions) Metric | Threshold
(90% of Target) | Target | Actual* | |
| Operating Profit | $19.62 | | $21.80 | | $21.42 | | | |
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| Stock Options: |
Based on stock price performance – annual grant with an exercise price of $384.41 made on March 20, 2024. | | At the end of Fiscal 2024, options were in-the-money by $27.57 per share. Options vest 25% on each of the second, third, fourth and fifth anniversaries of the grant date. |
*See “—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” beginning on page 46 below, “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2024 MIP Results” starting on page 47 below, and “—Elements of Our Compensation Programs—Long-Term Incentives—Performance-Based Restricted Stock” starting on page 50 below. |
Performance-Based Features of Fiscal 2024 Compensation and Compensation Best Practices
The following features of our executive compensation program illustrate our performance-based compensation philosophy and our practice of following compensation best practices:
ü 100% of the annual incentive compensation under our Fiscal 2024 MIP was tied to performance against pre-established, specific, measurable performance goals.
ü One half of the annual Fiscal 2024 equity grant was in the form of a three-year performance share award, with payout contingent on achieving pre-established average ROIC and average operating profit targets over the three-year performance period.
ü Our performance-based restricted stock awards, which comprised 30% of the annual Fiscal 2024 equity grant, were forfeitable if Fiscal 2024 operating profit was less than 90% of the Fiscal 2024 MIP operating profit target. Dividends on performance-based restricted stock grants are accrued and not paid out to executive officers unless and until the performance goal is met.
ü Our equity awards have longer vesting periods than those of many of our peers, with the performance-based restricted stock awards and stock options vesting over five years and the performance shares cliff-vesting in full after three years (subject to achievement of performance goals), which aligns executive officers’ interests with the interests of our shareholders in the long-term performance of the Company.
ü Approximately 90.8% of our CEO’s total target compensation was tied to the achievement of corporate performance objectives and/or share price performance.
ü We do not provide tax reimbursements, also known as “gross-ups,” to NEOs; we have limited perquisites; and we do not have any change in control agreements, supplemental executive retirement plans, defined benefit pension plans, guaranteed salary increases or guaranteed bonuses for executive officers.
ü We prohibit all associates, including executive officers, and directors from entering into hedging or monetization transactions designed to limit the financial risk of owning Company stock.
ü We prohibit all Section 16 officers, including executive officers, and directors from pledging shares of our common stock as collateral, including to secure any indebtedness, and from opening margin accounts using our common stock.
ü We maintain robust stock ownership and retention guidelines for executive officers.
ü Our executive compensation clawback policy, applicable to all executive officers, extends beyond mandated requirements and allows the LDC Committee, in its discretion, to recoup any bonus, incentive payment, equity award or other compensation if, among other things, the executive officer engaged in intentional misconduct that caused the Company material financial or reputational harm.
ü We conduct a compensation risk assessment on at least an annual basis.
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40 | The Home Depot 2025 Proxy Statement |
Impact of Fiscal 2024 Business Results on Executive Compensation
The amount of incentive compensation paid to our executive officers, if any, is determined by our performance against our Fiscal 2024 business plan created at the beginning of the year and intended to be challenging in light of the prevailing economic conditions, yet attainable through disciplined execution of our strategic initiatives. Consistent with our business plan, and due to the continuing uncertainty regarding macroeconomic conditions and the persistently high interest rate environment, after adjusting for the 53rd week in Fiscal 2024, our executive compensation program targets reflected a modest decrease in the sales and operating profit goals from the actual results for the prior year and a modest increase in the inventory turns goals from prior year actual results. The compensation earned by our NEOs reflects our Company performance against those metrics.
•The LDC Committee approved salary increases for the NEOs (other than Mr. Decker) based on its assessment of individual performance and other factors, as discussed in more detail below.
•Our MIP paid out slightly below the target level due to results slightly below target for the sales and operating profit metrics and above target for the inventory turns metric. The Pro strategic goal, which was first introduced for Fiscal 2024, was achieved.
•The performance condition on the performance-based restricted stock granted in Fiscal 2024 was satisfied, although the shares still remain subject to time-based vesting requirements.
•The NEOs earned 25.6% of their Fiscal 2022-2024 performance share award due to average ROIC and average operating profit over the three-year performance period of 39.4% and $22.24 billion, respectively, reflecting results below the threshold level for average ROIC and above the threshold level for average operating profit.
Fiscal 2024 Management Transitions
As announced in May 2024, Matthew A. Carey served as our Executive Vice President – Customer Experience until June 3, 2024, at which time he served as Executive Vice President until his retirement on December 31, 2024. In connection with Mr. Carey’s retirement, Jordan Broggi was promoted from Senior Vice President and President – Online to Executive Vice President – Customer Experience and President – Online. Mr. Carey’s salary and other terms of employment were not adjusted in connection with his transition to Executive Vice President in June 2024, as he remained employed to facilitate this transition through the date of his retirement.
Opportunity for Shareholder Feedback
The LDC Committee carefully considers feedback from our shareholders regarding executive compensation matters. Shareholders are invited to express their views or concerns directly to the LDC Committee or the Board in the manner described under “Communicating with the Board” on page 14.
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The Home Depot 2025 Proxy Statement | 41 |
EXECUTIVE COMPENSATION DETERMINATION PROCESS
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| Participant | | Role in the Executive Compensation Determination Process |
Independent Members of the Board | • | The independent members of the Board, consisting of all directors in Fiscal 2024 other than Mr. Decker, evaluated the performance and determined the compensation of the CEO. |
LDC Committee | • | The LDC Committee evaluated the CEO’s performance and made recommendations to the independent members of the Board regarding his compensation. |
| • | The LDC Committee evaluated the performance and determined the compensation of our executive officers other than the CEO. |
| • | The LDC Committee may delegate its responsibilities to subcommittees but did not delegate any of its authority with respect to the compensation of any executive officer for Fiscal 2024. |
Executive Officers | • | The CEO and our EVP-HR made recommendations to the LDC Committee as to the amount and form of executive compensation for executive officers (other than the CEO’s compensation). |
| • | At the request of the LDC Committee, the EVP-HR and the CEO regularly attended LDC Committee meetings, excluding executive sessions. The CEO did not participate in or attend any LDC Committee or Board discussions pursuant to which his compensation was established. |
Independent Compensation Consultant | • | In November 2023, the LDC Committee engaged Pay Governance as its independent compensation consultant for Fiscal 2024 to provide research, market data, survey information and design expertise in developing executive and director compensation programs. Pay Governance provides consulting services solely to compensation committees. |
| • | A representative of Pay Governance attended LDC Committee meetings in Fiscal 2024 and advised the LDC Committee on all principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses with respect to the Company’s executive officers, including Mr. Decker. The compensation consultant reports directly to the LDC Committee, and the LDC Committee is free to replace the consultant or hire additional consultants or advisers at any time. |
| • | Pursuant to the independent compensation consultant policy adopted by the LDC Committee, its compensation consultant provides services solely to the LDC Committee and is prohibited from providing services or products of any kind to the Company. Further, affiliates of the compensation consultant may not receive payments from the Company that would exceed 2% of the consolidated gross revenues of the compensation consultant and its affiliates during any year. |
| • | Pay Governance provided services solely to the LDC Committee in Fiscal 2024, and none of its affiliates provided any services to the Company. In addition, under the Company’s independent compensation consultant policy, the LDC Committee assessed Pay Governance’s independence and whether its work raised any conflicts of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules. Based on that assessment, including review of a letter from Pay Governance addressing those factors, the LDC Committee determined that Pay Governance was independent and that its work did not raise any conflicts of interest. |
Benchmarking
We do not target any specific peer group percentile ranking for total compensation or for any particular component of compensation for our NEOs. The LDC Committee considers each executive’s compensation history and peer group market position as reference points in setting compensation on an annual basis. For Fiscal 2024 for our CEO, the LDC Committee considered data provided by Pay Governance from two peer
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42 | The Home Depot 2025 Proxy Statement |
groups. The first consisted of the Fortune 50 companies, excluding certain financial services and other companies due to their unique compensation structure (as noted below). This group reflects companies of similar size and complexity to us. The second group, listed below, consisted of the top ten retail companies by market capitalization, with which we compete for executive talent.
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| Retail Peer Group |
| Amazon.com | Ross Stores, Inc. |
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| AutoZone, Inc. | Target Corporation |
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| Costco Wholesale Corporation | The Kroger Co. |
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| Lowe’s Companies, Inc. | The TJX Companies, Inc. |
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| O’Reilly Automotive, Inc. | Walmart Inc. |
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The retail peer group remained largely unchanged from Fiscal 2023. The Kroger Co. replaced Dollar General Corporation in the retail peer group due to changes in their respective market capitalizations.
In reviewing the benchmarking data from 2023 in connection with setting Mr. Decker’s Fiscal 2024 compensation in early 2024, the LDC Committee and the independent directors also reviewed the percentile ranking of our revenues and Mr. Decker’s target total compensation compared to each of these peer groups, as reflected below:
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| Percentile Rank |
| Category | Fortune 50(3) | | Retail Peers |
Market Cap(1) | 80% | | 82% |
Company Revenue(2) | 53% | | 68% |
| CEO Target Total Compensation | 8% | | 30% |
(1) Based on one-month average in December 2023.
(2) Based on fiscal 2023 revenue as reported in SEC filings.
(3) Excludes Bank of America Corporation, Berkshire Hathaway Inc., Citigroup Inc., Fannie Mae, Freddie Mac, JPMorgan Chase & Co., and Wells Fargo & Company. Dell Technologies, Inc., Meta Platforms, Inc. and Tesla, Inc. were also excluded due to the atypical compensation structures of their founder/CEOs. State Farm Mutual Automobile Insurance was excluded because it is a private company and did not disclose executive compensation data.
For our other NEOs, the LDC Committee considered data from the Aon Radford McLagan Compensation Database (the “Aon Radford Database”), which provides information and comparisons on compensation for executive and industry-specific positions. For Ms. Campbell, Mr. McPhail, Ms. Roseborough and Mr. Carey, the LDC Committee also considered the compensation paid to NEOs in the retail peer group with the same pay rank within their respective companies as each of these NEOs. Data from the Aon Radford Database for Fortune 50 companies and retail peer group was utilized to the extent it was available for each NEO role. In some cases, proxy data was used where survey data was not available. This survey data helps the LDC Committee understand compensation for the market in which the Company principally competes for retail-specific talent and for customers.
Mitigating Compensation Risk
The LDC Committee performs a broad-based review and risk assessment of the proposed compensation policies and practices for the Company’s associates, including but not limited to our executive officers, on at least an annual basis. Based on the collective assessment, management and the LDC Committee determined that our compensation policies and practices did not create risks that are reasonably likely to have a material adverse effect on the Company. In reaching that conclusion, management and the LDC Committee considered the following qualitative and quantitative factors:
Qualitative Factors:
•Management and the LDC Committee, with the advice of the independent compensation consultant, regularly review our executive compensation programs, with a focus on both their efficacy in driving
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The Home Depot 2025 Proxy Statement | 43 |
quality performance and potential responses to such programs by the investment community and other external constituencies.
•The LDC Committee and, for the CEO, the independent members of the Board, provide effective oversight in setting goals and monitoring attainment of those goals.
•Robust internal controls are in place to ensure compensation plans operate as designed and approved.
•Compensation programs and pay amounts at various leadership levels are routinely analyzed against market data by the LDC Committee and management to ensure compensation is appropriate to the market.
•Bonus, incentive and equity awards to executive officers are subject to an executive compensation clawback policy, as described below on page 51, to discourage manipulation of incentive program elements. •Robust stock ownership guidelines are in place to further align the interests of shareholders and executive officers, as described below beginning on page 51. Quantitative Factors:
•Performance and payment time horizons are appropriate, and they are not overweight in short-term incentives.
•The relationship between the incremental achievement levels and corresponding payouts in our incentive plans is appropriate. Each of our MIP performance metrics have payout caps, and our performance shares are subject to a maximum payout of 200%. The number of shares of our performance-based restricted stock and stock options is fixed at the time of grant.
•Programs employ a reasonable mix of performance metrics and are not overly concentrated on a single metric. Although the operating profit metric is used in more than one incentive, it is a key corporate goal that takes into account both revenue and expense, and the risk of overweighting it is mitigated by using it across different time horizons.
•Criteria for payments are closely aligned with our strategic initiatives, our business plan and shareholder interests.
•Payout curves are reasonable and do not contain steep “cliffs” that might encourage unreasonable short-term business decisions to achieve payment thresholds.
•Equity for senior officers is paid in a mix of performance shares, performance-based restricted stock, and stock options.
Consideration of Last Year’s Say-on-Pay Vote
At our 2024 annual meeting on May 16, 2024, approximately 93% of the shares voted were voted in support of the compensation of our NEOs. Since then, as part of our shareholder engagement program, we have continued to solicit feedback on our compensation practices. In considering the results of the 2024 advisory vote on executive compensation and feedback from these shareholders, the LDC Committee concluded that the compensation paid to our executive officers and the Company’s overall executive pay practices have strong shareholder support and therefore determined to maintain the current overall compensation structure for Fiscal 2024.
ELEMENTS OF OUR COMPENSATION PROGRAMS
The principal elements of our compensation programs for our NEOs are discussed below.
Base Salaries
We provide competitive base salaries that allow us to attract and retain a high-performing leadership team. Base salaries for our NEOs are reviewed and generally adjusted annually based on a comprehensive management assessment process. For Fiscal 2024, following discussion with the LDC Committee and based upon a review of competitive market data, and assessments of the Company’s business plan and then-anticipated economic conditions in Fiscal 2024, we established a Company-wide merit increase budget for hourly and salaried associates of 3.0%.
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44 | The Home Depot 2025 Proxy Statement |
In late February 2024, the LDC Committee, and in the case of our CEO, the independent directors, performed their annual review of base salaries for the NEOs. In establishing the base salaries for the NEOs for Fiscal 2024, the LDC Committee considered total compensation, scope of responsibilities, performance over the previous year, experience, internal pay equity, potential to assume additional responsibilities, and the competitive marketplace. At Mr. Decker’s request, and following discussions with the LDC Committee and its independent compensation consultant, the independent members of the Board maintained Mr. Decker’s base salary at $1,400,000. His salary has therefore remained unchanged since his appointment to the position of President and CEO in March 2022. The other NEOs received annual salary increases as set forth in the table below. Mr. Bastek’s increase was primarily driven by consideration of market data after his promotion to Executive Vice President – Merchandising during Fiscal 2023. The changes from this salary review were effective in April 2024.
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Fiscal 2024 Base Salary Changes as of April 2024 |
| Name | 2024 Base Salary | 2023 Base Salary | Percent Change |
| Edward P. Decker | $1,400,000 | $1,400,000 | — | % |
Richard V. McPhail | $950,000 | $910,800 | 4.3 | % |
Ann-Marie Campbell | $1,030,000 | $1,000,000 | 3.0 | % |
William D. Bastek | $750,000 | $650,000 | 15.4 | % |
Teresa Wynn Roseborough | $788,877 | $765,900 | 3.0 | % |
Matthew A. Carey | $927,515 | $900,500 | 3.0 | % |
Annual Cash Incentive
All NEOs participate in the MIP, our cash-based annual incentive plan. The Fiscal 2024 MIP payout was contingent upon the achievement of financial and strategic performance goals set by the LDC Committee at the beginning of the Fiscal 2024 performance period. As in prior years, the Fiscal 2024 MIP financial goals included sales, operating profit and inventory turns. Excluding the impact of the 53rd week of Fiscal 2024, the MIP targets set at the beginning of Fiscal 2024 reflected a modest decrease in each of the sales and operating profit goals from the prior year results due to continued pressure on home improvement demand and the continuing uncertainty regarding macroeconomic conditions and the persistently high interest rate environment; and an increase in the inventory turns performance metric from the prior year results largely due to improved inventory productivity. To better align the MIP structure with the Company’s strategic initiatives in Fiscal 2024, the LDC Committee determined to include a new Pro strategic goal weighted at 10%, with a corresponding decrease in the weighting assigned to each of the sales and operating profit goals to 40%. The pro strategic goal measures the year-over-year increase in total sales in the U.S. to Pros whose accounts are managed by our outside sales team, which we refer to as managed account sales. The Pro strategic goal is intended to drive focus on the Company’s strategic initiative of growing market share with Pros. The LDC Committee bases the payout of the MIP on achievement of these financial and strategic metrics to ensure alignment with shareholder value creation and the Company’s business plan.
Performance Goals. Set forth below are the MIP performance measures and weightings used for Fiscal 2024 and the threshold, target and maximum Company achievement levels for the sales, operating profit and inventory turns performance measures established by the LDC Committee for Fiscal 2024 (dollars in billions). The operating profit threshold must be met for any MIP payout to occur. There is no threshold or maximum performance level for the Pro strategic goal; achievement of this goal results in 100% payout with respect to this goal (subject to the operating profit threshold, referenced above), with no payout on the Pro strategic goal if this goal is not achieved.
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The Home Depot 2025 Proxy Statement | 45 |
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| Fiscal 2024 Performance Measures |
| Measure | Weighting | Threshold | % of Target
Goal | % of Target
Payout | Target | Maximum | % of Target
Goal | % of Target
Payout |
| Sales | 40 | % | $139.39 | | 90 | % | 50 | % | $154.88 | | $170.37 | | 110 | % | 200 | % |
| Operating Profit | 40 | % | $19.62 | | 90 | % | 50 | % | $21.80 | | $23.98 | | 110 | % | 200 | % |
| Inventory Turns | 10 | % | 4.10 | | 90 | % | 50 | % | 4.55 | | 5.01 | | 110 | % | 200 | % |
Pro Strategic Goal | 10 | % | n/a | n/a | n/a | Increase in managed account sales from Fiscal 2023(1) | n/a | n/a | n/a |
(1)The amount of managed account sales is competitively sensitive information that we do not publicly disclose, and disclosure would cause competitive harm to the Company. In light of ongoing uncertainty regarding macroeconomic conditions and the persistently high interest rate environment, the Pro strategic goal was expected to be challenging but achievable with focused effort to enhance organizational alignment on our Pro strategic initiatives.
The relative weighting among the measures was determined by the LDC Committee, with input from the CEO and the EVP-HR, to reflect the Company’s priorities for Fiscal 2024. The weighting of the Pro strategic goal was set at 10% to drive organizational alignment on and attention to the Company’s Pro strategic initiatives. The weighting of each of the sales and operating profit measures was correspondingly reduced to 40%, maintaining the emphasis on both sales growth and profitability. The weighting of the inventory turns measure at 10% maintained visibility and focus on inventory management.
Potential Adjustments. The pre-established definitions of all performance metrics under the MIP provided for adjustments for the impact of acquisitions or dispositions of any business(es) with annualized sales of greater than $1 billion in the aggregate, provided that if the acquired or disposed business has an operating loss, the operating profit metric is not subject to this adjustment. The definitions of sales and operating profit under the MIP also provided for adjustments in connection with specified types of nonrecurring charges and write-offs related to strategic restructuring transactions, the discontinuation of a significant product line, or changes in tax laws or other laws or provisions, or accounting principles, in each case that impact results in excess of $50 million in the aggregate during the fiscal year. The LDC Committee included the adjustment for restructuring transactions because it believes these types of strategic decisions support the long-term interests of the Company and should not adversely affect incentive opportunities. The adjustment for changes in laws or accounting principles reflects the fact that these changes are outside of the control of the executive officers, and the LDC Committee similarly believes that they should not affect incentive opportunities.
As in prior years, the LDC Committee also included in the pre-established definitions of sales and operating profit an adjustment to neutralize the impact of any change (positive or negative) in currency exchange rates during the fiscal year for our Canada and Mexico business units or another country where the Company has annual sales in excess of $1 billion. This adjustment reflected the volatility in exchange rates and in the value of the U.S. dollar against other currencies, in particular the Canadian dollar and the Mexican peso, that has occurred over the last several years. The LDC Committee noted that adjustments for currency fluctuations are not uncommon for large multinational corporations. These fluctuations represent external, macroeconomic influences outside of the control of the executive officers, and the LDC Committee believes that they should not affect incentive opportunities.
In addition, taking into account the impact of the COVID-19 pandemic as well as the potential for future pandemics, the LDC Committee included in the definitions of sales and operating profit an adjustment for the impact of any store closures required due to a pandemic with an aggregate impact to sales in excess of $1 billion, and in the operating profit definition, an adjustment for specific expenses in excess of $50 million in the aggregate that were not already included in the targets set for Fiscal 2024 and that would not otherwise have been incurred but for combating the impact of a pandemic on business operations. By neutralizing the impact of these expenses on MIP results, the LDC Committee desired to incentivize management to make appropriate expenditures for the safety of our customers and associates, without penalizing their incentive opportunity. At the same time, the LDC Committee retained the ability to use negative discretion to reduce the amount of any MIP payout if the impact of this adjustment, or any of the adjustments discussed above, were to result in a payment to an executive inconsistent with our pay for performance philosophy.
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46 | The Home Depot 2025 Proxy Statement |
In accordance with their pre-established definitions, the Fiscal 2024 sales, operating profit and inventory turns financial metrics are all determined on a 53-week basis, and the Pro strategic goal is determined on a 52-week basis, excluding the 53rd week.
Payout Calculations. The payouts for achievement of the performance goals for the Fiscal 2024 MIP were based on overall Company performance for all of our NEOs. For achievement of the target level of performance, executive officers receive 100% payout. The target performance level was set consistent with the Fiscal 2024 business plan we established in early 2024.
There was no change in Fiscal 2024 to the performance payout curve for the sales, operating profit, or inventory turns metrics. In Fiscal 2024, the threshold and maximum performance levels remained at 90% and 110% of the performance targets for each of the sales, operating profit, and inventory turns measures, respectively, and the minimum and maximum payout for achievement for each of those measures remained at 50% and 200% of target payout, respectively. The Company used interpolation to determine the specific amount of payout for each NEO with respect to the achievement of financial goals between the various levels. There is no threshold or maximum performance level for the Pro strategic goal; achievement of this goal results in a 100% payout with respect to this goal (subject to achievement of the operating profit threshold discussed above), with no payout on the Pro strategic goal if this goal is not achieved. The LDC Committee does not have discretion to increase the MIP payout earned by an NEO, but it may decrease the payout even if the performance goals are achieved.
The annual target payout levels were determined as a percentage of base salary: 200% for the CEO, 125% for the Senior Executive Vice President, and 100% for all other Executive Vice Presidents.
Fiscal 2024 MIP Results. For Fiscal 2024, for purposes of determining the achievement of MIP awards, sales were $153.37 billion, operating profit was $21.42 billion and inventory turns were 4.71 times, slightly below the target level for the sales and operating profit metrics, and above target for the inventory turns metric. The Pro strategic goal was achieved, with Fiscal 2024 managed account sales exceeding Fiscal 2023 managed account sales due to focus throughout the year on advancing Pro initiatives. Pursuant to the pre-established definition of sales under the MIP, sales were adjusted up by $258.8 million for the impact of changes in currency exchange rates in Fiscal 2024 and adjusted down by $6.41 billion due to acquisitions. Pursuant to the pre-established definition of operating profit under the MIP, operating profit was adjusted up by $37.1 million due to the impact of changes in currency exchange rates in Fiscal 2024 and down by $146.0 million due to acquisitions. Pursuant to the pre-established definition of inventory turns under the MIP, inventory turns were adjusted up by 0.04 due to acquisitions. Actual sales, operating profit and inventory turns without any adjustments were $159.51 billion, $21.53 billion, and 4.67 respectively, which was above the target performance level for the sales and inventory turns goals and below the target level for the operating profit goal. No adjustments were required to the Pro strategic metric pursuant to its pre-established definition.
Based on performance in Fiscal 2024 against the performance goals, the following were the target and actual MIP awards for Fiscal 2024 for each NEO:
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| At Target Performance | | At Actual Performance |
| Name | % of Base Salary | Dollar Amount | | % of Target | Dollar Amount |
| Edward P. Decker | 200 | % | $2,800,000 | | | 98 | % | $2,743,532 | |
| Richard V. McPhail | 100 | % | $950,000 | | | 98 | % | $930,841 | |
| Ann-Marie Campbell | 125 | % | $1,287,500 | | | 98 | % | $1,261,535 | |
| William D. Bastek | 100 | % | $750,000 | | | 98 | % | $734,875 | |
| Teresa Wynn Roseborough | 100 | % | $788,877 | | | 98 | % | $772,968 | |
Matthew A. Carey(1) | 100 | % | $927,515 | | | 98 | % | $908,810 | |
(1)Mr. Carey retired from the Company effective December 31, 2024. Our MIP provides that retirement eligible associates who retire prior to the MIP payment date receive a payout prorated based on the time in their roles during the fiscal year, with employment for any portion of a fiscal month receiving MIP credit for the full fiscal month. Because Mr. Carey was retirement eligible and employed during the last fiscal month of Fiscal 2024, he received the full Fiscal 2024 MIP payout based on actual performance.
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The Home Depot 2025 Proxy Statement | 47 |
MIP Program Change for Fiscal 2025. To better align the MIP structure with drivers of the Company’s shareholder value creation during the past several fiscal years, the LDC Committee has determined to increase the weighting assigned to the sales goal to 50% for the Fiscal 2025 MIP; the operating profit goal in the Fiscal 2025 MIP will be weighted at 30%, demonstrating a continued focus on profitability.
Long-Term Incentives
For Fiscal 2024, consistent with prior years, we awarded the NEOs annual long-term incentives consisting of 50% performance shares, 30% performance-based restricted stock, and 20% stock options. The LDC Committee selected this mix to highlight the focus on pay for performance and alignment with shareholder interests. The LDC Committee also believed that this mix of equity components provided an appropriate mix of mid- and long-term performance measures and retention incentive, without promoting excessive risk-taking.
The total target value of the annual equity awards granted in March 2024 to the NEOs was determined by the LDC Committee after considering the value of equity grants of officers with similar responsibilities at peer group companies described under “Executive Compensation Determination Process—Benchmarking” above and individual performance relating to financial management, leadership, talent management and operational effectiveness, as well as retention risk. For Fiscal 2024, the annual equity award for Mr. Decker at the target level was 786% of his Fiscal 2024 base salary approved in February 2024. For the other NEOs, the target equity value for the annual equity grant ranged from 248% to 388% of their Fiscal 2024 base salary approved in February 2024.
Performance Shares. The Fiscal 2024-2026 performance share awards granted in March 2024 provide for the issuance of shares of our common stock at the end of a three-year period based on the achievement of average ROIC and operating profit goals over that period, as follows (dollars in billions):
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| Fiscal 2024-2026 Performance Shares | Threshold | Target | Maximum |
| Three-Year Average ROIC | 30.98 | % | 36.45 | % | 41.91 | % |
| Three-Year Average Operating Profit | $18.45 | $21.71 | $24.96 |
| Percent of Target Payout | 50 | % | 100 | % | 200 | % |
To better align with the market and drive consistency with the MIP payout at threshold, for the Fiscal 2024-2026 performance share awards, the LDC Committee increased the payout at the threshold performance level to 50% of target payout (from the prior 25% for the Fiscal 2023-2025 and Fiscal 2022-2024 awards). For the Fiscal 2024-2026 performance share awards, the threshold performance level was set at 85% of target performance for each metric, and the maximum level was set at 115% of target performance. For results between the threshold, target and maximum levels, the number of shares is determined by interpolation. There is no payout for results below the threshold level. Each performance measure is separately determined and equally weighted. ROIC for each year in the performance period is defined as operating profit, net of tax, divided by the average of beginning and ending equity and long-term debt for the relevant fiscal year. The pre-established definitions of operating profit and ROIC for the Fiscal 2024-2026 awards are determined on each fiscal year’s respective total week basis and include adjustments for acquisitions and dispositions of any business(es) during any single fiscal year with annualized sales exceeding $1 billion in the aggregate; certain nonrecurring write-offs or charges related to strategic restructuring transactions, the discontinuation of a significant product line, changes in tax laws or other laws or provisions, or accounting principles which, in each case, have an impact on reported results that exceed $50 million in the aggregate during any fiscal year; and changes in foreign exchange rates, similar to the Fiscal 2024 MIP. Also similar to the Fiscal 2024 MIP, the LDC Committee included in the pre-established definitions of operating profit and ROIC an adjustment for the impact of any store closures as a result of a pandemic in excess of $1 billion, and for operating profit, an adjustment for expenses in excess of $50 million that were not already included in the pre-established metrics for the performance period and that would not otherwise have been incurred but for a pandemic.
In Fiscal 2023 and Fiscal 2022, the LDC Committee granted performance share awards that were structured similarly to the Fiscal 2024-2026 awards, although the Fiscal 2022-2024 awards have a different payout curve (90% threshold and 110% maximum), the Fiscal 2023-2025 and Fiscal 2022-2024 awards have a different
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48 | The Home Depot 2025 Proxy Statement |
payout at threshold performance as noted above, and the pre-established definitions of operating profit for the Fiscal 2023-2025 and Fiscal 2022-2024 awards are determined on a 52-week basis. The Fiscal 2023-2025 and Fiscal 2022-2024 awards each provide for the grant of shares of our common stock at the end of the respective three-year period based on the achievement of average ROIC and average operating profit goals over that period, as follows (dollars in billions):
| | | | | | | | | | | |
Fiscal 2023-2025 Performance Shares | Threshold | Target | Maximum |
| Three-Year Average ROIC | 33.3 | % | 39.2 | % | 45.1 | % |
| Three-Year Average Operating Profit | $19.41 | $22.84 | $26.26 |
| Percent of Target Payout | 25 | % | 100 | % | 200 | % |
| | | | | | | | | | | |
Fiscal 2022-2024 Performance Shares | Threshold | Target | Maximum |
| Three-Year Average ROIC | 42.1 | % | 46.7 | % | 51.4 | % |
| Three-Year Average Operating Profit | $21.41 | $23.79 | $26.17 |
| Percent of Target Payout | 25 | % | 100 | % | 200 | % |
The pre-established definitions of operating profit and ROIC for the Fiscal 2023-2025 and Fiscal 2022-2024 performance share awards are essentially the same as those used for the Fiscal 2024-2026 awards, except that the pre-established definitions of operating profit and ROIC for the Fiscal 2023-2025 and Fiscal 2022-2024 awards contain an adjustment for the impact of any individual acquisition or disposition of a business with annualized sales of at least $1 billion (as opposed to acquisitions and dispositions with annualized sales exceeding $1 billion in the aggregate per the pre-established definitions for the Fiscal 2024-2026 awards). Dividend equivalents accrue on each of the performance share awards (as reinvested shares) and will be paid upon payout of the award based on the actual number of shares earned.
Performance Share Results. The performance period for the Fiscal 2022-2024 performance share awards ended on February 2, 2025. Over the three-year period, the Company achieved an average operating profit of $22.24 billion and an average ROIC of 39.4%, as calculated pursuant to the terms of the awards. As a result, the NEOs earned 25.6% of their Fiscal 2022-2024 awards, reflecting results slightly above the threshold level for average operating profit and below the threshold level for average ROIC. Pursuant to the pre-established definition of operating profit for the Fiscal 2022-2024 awards, operating profit was adjusted up by $73.0 million due to changes in currency exchange rates in Fiscal 2022, Fiscal 2023 and Fiscal 2024 and down by $146.0 million due to acquisitions. Pursuant to the pre-established definition of ROIC for the Fiscal 2022-2024 awards, ROIC was calculated as operating profit, net of tax, including the same adjustments to operating profit reflected above, divided by the average of the beginning and ending equity and long-term debt, which was adjusted down by $18.1 billion due to acquisitions. Average operating profit and average ROIC over the three-year period without any adjustments were $22.42 billion and 37.5%, respectively, which was below the target level but above the threshold level for average operating profit and below the threshold level for average ROIC. The NEOs earned the following shares under the award, which include reinvested accrued dividends:
| | | | | | | | | | | |
| Name | Value at Date of Grant(1)
(3/23/2022) | Shares Earned Upon Certification of Performance Following
End of Performance
Period (2/2/2025) | Value of Earned Shares at
End of Performance
Period(2) (2/2/2025) |
| Edward P. Decker | $5,099,749 | | 4,414 | | $1,818,865 | |
| Richard V. McPhail | $1,374,729 | | 1,190 | | $490,308 | |
| Ann-Marie Campbell | $1,399,776 | | 1,211 | | $499,241 | |
William D. Bastek | $349,706 | | 302 | | $124,725 |
| Teresa Wynn Roseborough | $949,882 | | 822 | | $338,783 | |
Matthew A. Carey | $1,149,940 | | 995 | | $410,135 | |
(1) Reflects the grant date fair value.
(2) Reflects the value based upon the closing stock price of $411.98 on January 31, 2025, the last trading day of Fiscal 2024.
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The Home Depot 2025 Proxy Statement | 49 |
Performance Share Program Change for Fiscal 2025. For the Fiscal 2025-2027 performance shares granted in March 2025, the Company shifted the target setting approach to address business volatility. In prior years, the Company has utilized a three-year average annual target for ROIC and operating profit. For Fiscal 2025-2027 performance shares, the Company will establish annual targets for ROIC and operating profit at the outset of the three-year performance period, with each year’s target based on a pre-established rate of change applied to the prior year’s actual results. The payout will be calculated by determining the average three-year performance, ensuring a continued focus on a three-year performance cycle.
Performance-Based Restricted Stock. In March 2024, we granted performance-based restricted stock awards that were forfeitable if operating profit was less than 90% of the MIP operating profit target for Fiscal 2024. Dividends on the restricted stock awards are accrued and not paid out unless the performance goal is met. Once the performance goal is met, cash dividends are paid on the shares of restricted stock. The performance goal was met for Fiscal 2024. As a result, the restricted stock will vest 50% on each of the 30- and 60-month anniversaries of the grant date.
Stock Options. In March 2024, we granted stock options with an exercise price equal to the fair market value of our stock, which is defined as the market closing price on the date of grant. The options vest 25% on each of the second, third, fourth and fifth anniversaries of the grant date. Option re-pricing is expressly prohibited by our Omnibus Plan without shareholder approval.
Deferred Compensation Plans
In addition to the FutureBuilder 401(k) Plan (a broad-based tax-qualified plan), our executive officers can participate in two nonqualified deferred compensation plans for our management and highly-compensated associates:
•The Deferred Compensation Plan For Officers (solely funded by the individuals who participate in the plan); and
•The THD Restoration Plan, which provides a Company matching contribution equal to 3.5% of the amount of salary and annual cash incentive earned by a management-level associate in excess of the Internal Revenue Service annual compensation limit for tax-qualified plans, payable in shares of common stock of the Company upon retirement or other employment termination.
The plans are designed to permit participants to accumulate income for retirement and other personal financial goals. The Deferred Compensation Plan For Officers and the THD Restoration Plan are described in the notes to the Nonqualified Deferred Compensation table on page 61. Deferred compensation arrangements are common executive programs, and we believe that these arrangements help us in the recruitment and retention of executive talent; however, we do not view nonqualified deferred compensation as a significant element of our compensation programs. None of these plans provides above-market or preferential returns. Perquisites
We provide very limited perquisites to our NEOs and do not view them as a significant element of our compensation program. We do not provide tax reimbursements, or gross-ups, on perquisites to our NEOs.
Our NEOs who joined the Company prior to Fiscal 2009 participate in a death-benefit-only program, under which they are entitled to a $400,000 cash payment upon death if they are employed by the Company at that time. For executive officers with ten years of service with the Company, the benefit is paid upon death even if they are no longer employed by the Company. In Fiscal 2009, we discontinued the death-benefit-only program for any new executive officers. Currently, all of our NEOs except for Ms. Roseborough (who joined the Company in November 2011) and Mr. Bastek (who became an executive officer of the Company in March 2023) participate in the program and have met the service requirement and are therefore entitled to death benefit coverage.
For security reasons, the Company requests that Mr. Decker travel by Company aircraft, including travel for personal reasons. We also permit non-business use of Company aircraft by other active NEOs on a more limited basis.
Other Benefits
Our NEOs have the option to participate in various employee benefit programs, including medical, dental, disability and life insurance benefit programs. These benefit programs are generally available to all full-time
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50 | The Home Depot 2025 Proxy Statement |
associates. We also provide all associates, including our NEOs, with the opportunity to purchase our common stock through payroll deductions at a 15% discount through our ESPP, a nondiscriminatory, tax-qualified plan. All associates, including our NEOs, are also eligible to participate in our charitable matching gift program through The Home Depot Foundation.
MANAGEMENT OF COMPENSATION-RELATED RISK
We employ a number of mechanisms to mitigate the chance of our compensation programs encouraging excessive risk-taking, including those described below.
| | |
Regular Risk Assessment |
As discussed above under “Mitigating Compensation Risk” beginning on page 43, the LDC Committee undertakes a review and risk assessment of our compensation policies and practices on at least an annual basis. |
|
Anti-Hedging Policy |
The Company has adopted a policy that prohibits all associates, officers and directors from entering into hedging or monetization transactions designed to limit the financial risk of owning Company stock. These include prepaid variable forward contracts, equity swaps, collars, exchange funds and other similar transactions, as well as speculative transactions in derivatives of the Company’s securities, such as puts, calls, options (other than those granted under a Company compensation plan) or other derivatives. |
|
| Anti-Pledging Policy |
The Company prohibits all Section 16 officers, including any executive officers and directors from pledging shares of our common stock as collateral, including to secure any indebtedness, and from opening margin accounts using our common stock. |
|
Executive Compensation Clawback Policy |
As discussed above under “Governance Best Practices—Corporate Governance Guidelines,” we have an Executive Compensation Clawback Policy, which applies to all of our executive officers and is set forth in our Corporate Governance Guidelines. The policy includes both a requirement for (i) the recoupment of erroneously awarded incentive compensation in the event of a financial restatement, without regard to the fault of the executive officer, and (ii) the recoupment, at the discretion of the Board or LDC Committee, of any bonus, incentive payment, equity award or other compensation (in whole or in part) awarded to or received by an executive officer if the compensation was based on any financial results or operating metrics that were achieved as a result of that executive officer’s knowing or intentional fraudulent or illegal conduct or if the executive officer engaged in any intentional misconduct that caused the Company material financial or reputational harm. |
| | |
Stock Ownership and Retention Guidelines |
Our Executive Stock Ownership and Retention Guidelines require our NEOs to hold shares of common stock with a value equal to the specified multiples of base salary indicated below. This program assists in focusing executives on long-term success and shareholder value. Shares owned outright, whether directly or indirectly, restricted stock, and shares acquired pursuant to the ESPP, the FutureBuilder 401(k) Plan, and the THD Restoration Plan are counted towards this requirement. Unearned performance shares and unexercised stock options are not counted toward this requirement. Newly hired and promoted executives have four years to satisfy the requirements and must hold all shares received upon vesting of equity awards (net of shares withheld to pay taxes) until the requirements are met. As of March 7, 2025, all NEOs employed by the Company complied with the stock ownership and retention guidelines and held the following multiples of base salary (rounded to the nearest whole multiple): |
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The Home Depot 2025 Proxy Statement | 51 |
| | | | | | | | |
| Multiple of Base Salary |
| Name | Current Ownership | Guideline |
| Edward P. Decker | 34x | 6x |
Richard V. McPhail | 19x | 4x |
Ann-Marie Campbell | 32x | 4x |
William D. Bastek | 11x | 4x |
Teresa Wynn Roseborough | 11x | 4x |
Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Company-wide annual equity grants are made on a predetermined schedule. Company-wide annual equity grants, including the annual equity grants to the NEOs, are approved at the LDC Committee meeting (or Board meeting, in the case of the CEO) typically held in late February but are awarded effective as of the date of the March meeting of the LDC Committee, which is generally scheduled at least a year in advance and is several weeks after the approval. Throughout the year, equity awards are made to new hires, promoted associates, and, in some circumstances, for retention purposes or as a reward for exceptional performance. In each of these cases, the effective grant date for these mid-year awards is the date of the next regularly-scheduled quarterly LDC Committee meeting. The exercise price of each of our stock option grants is the market closing price on the effective grant date. In Fiscal 2024, the LDC Committee (or our Board, in the case of the CEO) did not take into account material nonpublic information when determining the timing and terms of equity award grants, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
The employment arrangements for our NEOs do not entitle them to severance payments upon employment termination. We also do not have any change in control agreements with our executives. Since Fiscal 2013, our standard form of equity award agreement has provided for accelerated vesting if the executive is terminated without cause within 12 months following a change in control, and our Omnibus Plan incorporates this “double-trigger” change in control provision into the plan for awards issued after May 2022. Prior to Fiscal 2013, our equity awards provided for accelerated vesting solely upon a change in control regardless of any termination of employment. As of February 2, 2025, two outstanding restricted stock awards held by Mr. Decker contained such provisions. Those awards have since vested in accordance with their terms, and there are no remaining equity awards outstanding that vest solely upon a change in control. In the event the value of any accelerated vesting constitutes an “excess parachute payment,” the executive would be subject to a 20% excise tax on such amount, and the amount would not be tax-deductible by the Company.
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52 | The Home Depot 2025 Proxy Statement |
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation during the last three fiscal years paid to or earned by (1) our CEO; (2) our CFO; (3) the three other most highly compensated executive officers who were serving as executive officers as of the end of Fiscal 2024; and (4) an individual who would have been among the Company’s three most highly compensated executive officers, other than the CEO and CFO, but for the fact that such individual was no longer serving as an executive officer at the end of Fiscal 2024 (collectively referred to as NEOs).
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| SUMMARY COMPENSATION TABLE |
Name, Principal Position and Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) (3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) (5) | Total ($) |
Edward P. Decker Chair, President and Chief Executive Officer | | | |
| 2024 | 1,426,923 | | — | | 9,043,035 | | 2,199,952 | | 2,743,532 | | — | | 161,237 | | 15,574,678 | |
| 2023 | 1,400,000 | | — | | 8,543,529 | | 2,109,958 | | 2,290,880 | | — | | 74,885 | | 14,419,252 | |
| 2022 | 1,369,712 | | — | | 8,263,788 | | 2,039,958 | | 2,848,936 | | — | | 97,395 | | 14,619,789 | |
Richard V. McPhail
Executive Vice President and Chief Financial Officer | | | |
| 2024 | 959,223 | — | | 2,675,709 | | 639,993 | | 930,841 | | — | | 27,763 | | 5,233,530 | |
| 2023 | 903,692 | — | | 2,415,890 | | 584,955 | | 745,190 | | — | | 25,628 | | 4,675,355 | |
| 2022 | 872,154 | — | | 2,276,663 | | 549,966 | | 934,310 | | — | | 28,064 | | 4,661,157 | |
Ann-Marie Campbell Senior Executive Vice President | | |
| 2024 | 1,042,885 | | — | | 3,324,193 | | 799,991 | | 1,261,535 | | — | | 22,985 | | 6,451,589 | |
| 2023 | 940,829 | | — | | 2,543,245 | | 709,939 | | 852,262 | | — | | 23,165 | | 5,069,440 | |
| 2022 | 893,308 | | — | | 2,319,245 | | 559,982 | | 955,544 | | — | | 23,613 | | 4,751,692 | |
William D. Bastek Executive Vice President – Merchandising | | | |
| 2024 | 741,346 | | — | | 2,254,515 | | 549,988 | | 734,875 | | — | | 45,808 | | 4,326,533 | |
Teresa Wynn Roseborough Executive Vice President, General Counsel and Secretary | | | |
| 2024 | 798,746 | | — | | 1,657,163 | | 390,947 | | 772,968 | | — | | 22,151 | | 3,641,977 | |
| 2023 | 759,923 | | — | | 1,582,510 | | 379,955 | | 626,637 | | — | | 31,363 | | 3,380,388 | |
Matthew A. Carey Former Executive Vice President(6) | | | |
| 2024 | 892,742 | | — | | 1,963,890 | | 473,963 | | 908,810 | | — | | 19,642 | | 4,259,048 | |
| 2023 | 893,462 | | — | | 1,915,699 | | 459,987 | | 736,763 | | — | | 31,228 | | 4,037,139 | |
| 2022 | 863,192 | | — | | 2,041,162 | | 584,925 | | 923,692 | | — | | 22,663 | | 4,435,634 | |
(1)Fiscal 2024 contained 53 weeks, compared to 52 weeks in each of Fiscal 2023 and Fiscal 2022, so Fiscal 2024 salary amounts reflect one additional week of pay. In addition, the amount of salary actually received in any year may differ from the annual base salary amount due to the timing of payroll periods and the timing of changes in base salary, which typically occur in April or following a mid-year promotion.
(2)The amounts in the “Stock Awards” and “Option Awards” columns do not represent amounts the NEOs received or are entitled to receive. Rather, amounts set forth in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of awards granted in Fiscal 2024, Fiscal 2023 and Fiscal 2022 computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the option awards are set forth in Note 9 to the Company’s consolidated financial statements included in the 2024 Form 10-K. The valuation of performance-based restricted stock, performance share awards, and share equivalents granted under the THD Restoration Plan is based on the closing stock price on the grant date.
(3)Amounts for Fiscal 2024 reflect the grant date fair value of performance share and performance-based restricted stock awards granted to the NEOs during Fiscal 2024, plus the value of share equivalents under the THD Restoration Plan in Fiscal 2024, as set forth in the table below. For NEOs employed at the end of Fiscal 2024, Fiscal 2024 Restoration Plan contributions reflect contributions for two plan years since the January 31, 2024 and January 31, 2025 allocation dates both fell within Fiscal 2024.
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The Home Depot 2025 Proxy Statement | 53 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | Grant Date Fair Value for Performance Shares ($) | | Grant Date Fair Value for Performance-Based Restricted Stock ($) | | Value of Share Equivalents Under THD Restoration Plan ($) |
| Edward P. Decker | 5,499,754 | | 3,299,775 | | 243,506 |
| Richard V. McPhail | 1,599,914 | | 959,872 | | 115,923 |
| Ann-Marie Campbell | 1,999,701 | | 1,199,744 | | 124,749 |
William D. Bastek | 1,374,650 | | 824,944 | | 54,921 |
Teresa Wynn Roseborough | 977,170 | | 586,225 | | 93,768 |
Matthew A. Carey | 1,184,752 | | 710,774 | | 68,364 |
The grant date fair value of the performance shares reflected in the table above is computed based upon the probable outcome of the performance goals as of the grant date, in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the performance-based restricted stock, this value is the same as the value calculated assuming the maximum level of performance under the awards.
The value of the performance share awards granted in Fiscal 2024 as of the grant date, assuming that the maximum level of the performance goals will be achieved, is as follows for each of the NEOs:
| | | | | | | | | | | |
| Name | Grant Date Value of Performance Shares Assuming Maximum Performance ($) |
| Edward P. Decker | 10,999,508 |
| Richard V. McPhail | 3,199,829 |
| Ann-Marie Campbell | 3,999,402 |
William D. Bastek | 2,749,300 |
Teresa Wynn Roseborough | 1,954,340 |
Matthew A. Carey | 2,369,503 |
(4)Incremental cost of perquisites is based on actual cost to the Company. The incremental cost of personal use of Company aircraft is based on the average direct cost of use per hour, which includes fuel, maintenance, crew travel and lodging expense, landing and parking fees, and engine restoration cost. Any applicable deadhead flights are allocated to the NEOs. No incremental cost for personal use of the Company aircraft was attributed to an NEO where the plane was already traveling to the destination for business reasons. Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as crew salaries, depreciation, hangar rent and insurance. In addition to the incremental cost of personal aircraft use reported in the “All Other Compensation” column and in footnote 5 below, we impute taxable income to the NEOs for any personal aircraft use in accordance with Internal Revenue Service regulations. We do not provide tax reimbursements, or “gross-ups,” on these amounts to executive officers.
(5)The following table identifies perquisites and personal benefits for Fiscal 2024 that are required to be quantified under SEC rules. These consist of personal aircraft use, certain matching contributions to charitable organizations on behalf of the NEOs, and certain matching contributions made by the Company under the FutureBuilder 401(k) Plan.
| | | | | | | | | | | |
| Name | Personal Use of Airplane ($) | Matching Charitable Contributions ($) | FutureBuilder 401(k) Plan Company Match ($) |
| Edward P. Decker | 93,202 | | 40,000 | | 10,062 | |
| Richard V. McPhail | — | | 5,000 | | 12,181 | |
| Ann-Marie Campbell | — | | — | | 12,156 | |
William D. Bastek | — | | 25,000 | | 7,587 | |
Teresa Wynn Roseborough | — | | 3,900 | | 7,380 | |
Matthew A. Carey | — | | — | | 9,761 | |
Other perquisites and personal benefits for the NEOs for Fiscal 2024 were long-term disability insurance premiums; the annual cost of premiums for the insurance policies underlying the death-benefit-only program for Mr. Decker, Mr. McPhail, Ms. Campbell and Mr. Carey (prior to his retirement); small gifts associated with certain corporate events for Mr. Bastek, Mr. Decker and Ms. Roseborough; transportation costs to a corporate event for Mr. Bastek, Mr. McPhail, Ms. Roseborough and Mr. Carey; for Mr. Decker, amounts related to personal security; and for Mr. Bastek, tickets to certain entertainment events. We do not provide tax gross-ups on any of these perquisites or personal benefits.
(6)Effective June 3, 2024, Mr. Carey stepped down from his role as Executive Vice President – Customer Experience, remaining as Executive Vice President until he retired from the Company on December 31, 2024. Mr. Carey’s salary and other terms of employment were not adjusted in connection with his transition to Executive Vice President in June 2024, as he remained employed through the date of his retirement to facilitate the transition process.
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54 | The Home Depot 2025 Proxy Statement |
MATERIAL TERMS OF NEO EMPLOYMENT ARRANGEMENTS
This section describes employment arrangements in effect for the NEOs during Fiscal 2024, all of which are “at-will” employment arrangements set forth in the offer letters provided to the NEOs at the time of hire, promotion or change in role, as applicable. Because the offer letters reflect at-will employment, they have no set duration and consequently no renewal or extension provisions. The letters are all filed as exhibits to the 2024 Form 10-K.
The offer letters state each NEO’s initial base salary and annual MIP target as a percentage of base salary, payout of which is subject to the achievement of pre-established goals. Both the base salary and MIP target are subject to adjustment upon review by the LDC Committee, or independent members of the Board in the case of our CEO. The Fiscal 2024 base salary and MIP target as a percentage of base salary for each NEO are set forth above in the Compensation Discussion and Analysis.
In addition, the offer letters provide that the NEOs are eligible to participate in other benefit programs available to salaried associates and/or officers. These benefits include the ESPP, the Deferred Compensation Plan for Officers, the THD Restoration Plan, and, for certain NEOs, the death-benefit-only insurance program. Any provisions in the letters regarding termination of employment are discussed below in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 62. For security reasons, Mr. Decker’s offer letter states that the Company has requested that he travel, whenever practicable, by Company aircraft, including when traveling for personal purposes. The Company does not provide a tax gross-up for any imputed compensation resulting from personal use of Company aircraft.
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The Home Depot 2025 Proxy Statement | 55 |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS
The following table sets forth the plan-based awards granted to the NEOs pursuant to Company plans during Fiscal 2024.
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FISCAL 2024 GRANTS OF PLAN-BASED AWARDS |
| | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under-lying Options (#) | Exer-cise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) |
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards |
| Name | Grant Date(1)(3) | Approval Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |
| Edward P. Decker | | | | | | | | | | | |
| Performance Shares | 3/20/2024 | 2/22/2024 | — | | — | | — | | 3,576 | | 14,307 | | 28,614 | | — | | — | | — | | 5,499,754 | |
| Annual Stock Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | 8,584 | | — | | — | | — | | — | | 3,299,775 | |
| Annual Option Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | — | | — | | — | | 22,976 | | 384.41 | | 2,199,952 | |
MIP(2) | 2/22/2024 | 2/22/2024 | 560,000 | | 2,800,000 | | 5,600,000 | | — | | — | | — | | — | | — | | — | | — | |
| Richard V. McPhail | | | | | | | | | | | | |
| Performance Shares | 3/20/2024 | 2/22/2024 | — | | — | | — | | 1,040 | | 4,162 | | 8,324 | | — | | — | | — | | 1,599,914 | |
| Annual Stock Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | 2,497 | | — | | — | | — | | — | | 959,872 | |
| Annual Option Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | — | | — | | — | | 6,684 | | 384.41 | | 639,993 | |
MIP(2) | 2/22/2024 | 2/22/2024 | 190,000 | | 950,000 | | 1,900,000 | | — | | — | | — | | — | | — | | — | | — | |
| Ann-Marie Campbell | | | | | | | | | | | |
| Performance Shares | 3/20/2024 | 2/22/2024 | — | | — | | — | | 1,300 | | 5,202 | | 10,404 | | — | | — | | — | | 1,999,701 | |
| Annual Stock Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | 3,121 | | — | | — | | — | | — | | 1,199,744 | |
| Annual Option Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | — | | — | | — | | 8,355 | | 384.41 | | 799,991 | |
MIP(2) | 2/22/2024 | 2/22/2024 | 257,500 | | 1,287,500 | | 2,575,000 | | — | | — | | — | | — | | — | | — | | — | |
William D. Bastek | | | | | | | | | | | |
| Performance Shares | 3/20/2024 | 2/22/2024 | — | | — | | — | | 894 | | 3,576 | | 7,152 | | — | | — | | — | | 1,374,650 | |
| Annual Stock Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | 2,146 | | — | | — | | — | | — | | 824,944 | |
| Annual Option Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | — | | — | | — | | 5,744 | | 384.41 | | 549,988 | |
MIP(2) | 2/22/2024 | 2/22/2024 | 150,000 | | 750,000 | | 1,500,000 | | — | | — | | — | | — | | — | | — | | — | |
Teresa Wynn Roseborough | | | | | | | | | | | |
Performance Shares | 3/20/2024 | 2/22/2024 | — | | — | | — | | 635 | | 2,542 | | 5,084 | | — | | — | | — | | 977,170 | |
Annual Stock Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | 1,525 | | — | | — | | — | | — | | 586,225 | |
Annual Option Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | — | | — | | — | | 4,083 | | 384.41 | | 390,947 | |
MIP(2) | 2/22/2024 | 2/22/2024 | 157,775 | | 788,877 | | 1,577,754 | | — | | — | | — | | — | | — | | — | | — | |
Matthew A. Carey | | | | | | | | | | | |
| Performance Shares | 3/20/2024 | 2/22/2024 | — | | — | | — | | 770 | | 3,082 | | 6,164 | — | | — | | — | | 1,184,752 | |
| Annual Stock Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | 1,849 | — | | — | | — | | — | | 710,774 | |
| Annual Option Grant | 3/20/2024 | 2/22/2024 | — | | — | | — | | — | | — | | — | | — | | 4,950 | | 384.41 | | 473,963 | |
MIP(2) | 2/22/2024 | 2/22/2024 | 185,503 | 927,515 | 1,855,030 | — | | — | | — | | — | | — | | — | | — | |
(1)All awards were granted under the Omnibus Plan other than MIP awards.
(2)Ultimate payouts under the Fiscal 2024 MIP are based on achievement of pre-established performance goals, as described in the Compensation Discussion and Analysis. The amount in the “Threshold” column for the Fiscal 2024 MIP reflects the minimum possible payout based upon assumed achievement of the threshold performance levels, as discussed below under “Terms of Plan-Based Awards Granted to NEOs for Fiscal 2024—Fiscal 2024 MIP.” For discussion of the threshold, target and maximum performance levels, see discussion under “Annual Cash Incentive—Performance Goals” starting on page 45 in the Compensation Discussion and Analysis above. (3)Annual equity awards under the Omnibus Plan were approved at the February 22, 2024 meeting of the LDC Committee (and on February 22, 2024, by the independent Board members for Mr. Decker) but were granted effective as of March 20, 2024. See discussion under “—Management of Compensation-Related Risk—Equity Grant Procedures” on page 52 in the Compensation Discussion and Analysis above. (4)The amounts do not represent amounts the NEOs received or are entitled to receive. Rather, amounts represent the grant date fair value of awards granted in Fiscal 2024 computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the option awards are set forth in Note 9 to the Company’s consolidated financial statements as filed with the SEC in the 2024 Form 10-K. The valuation of restricted stock and performance share awards is based on the closing stock price on the grant date.
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56 | The Home Depot 2025 Proxy Statement |
TERMS OF PLAN-BASED AWARDS GRANTED TO NEOS FOR FISCAL 2024
The LDC Committee approved the Fiscal 2024 annual grants of performance shares, performance-based restricted stock and stock options under the Omnibus Plan for the NEOs other than Mr. Decker. Mr Decker’s awards were approved by the independent members of the Board.
| | | | | |
Award Type | Award Terms |
Performance Shares | For Fiscal 2024, 50% of the annual equity grant provided to the NEOs was in the form of performance shares. The terms and conditions of the awards are described under “—Elements of our Compensation Programs—Long-Term Incentives” in the Compensation Discussion and Analysis above. Upon termination of employment without cause within 12 months following a change in control, the executive would be entitled to a pro rata portion of performance shares based on actual performance for the portion of the performance period before a change in control, plus a pro rata portion of the target performance shares for the portion of the performance period after a change in control. In the event of death, disability or termination of employment at or after age 60 with at least five years of continuous service (“retirement”) other than for cause, the executive or his or her estate will be entitled to receive any performance shares ultimately earned, and in the event of death or disability before retirement, a pro rata portion of any shares ultimately earned. Because Mr. Decker, Ms. Roseborough and Mr. Carey had each reached age 60 with more than five years of service at the time of the grant of the awards or during Fiscal 2024, they are each “retirement eligible” and their performance share awards are non-forfeitable, although payout, if any, is based on achievement of the performance goals. Dividend equivalents accrue on performance share awards (as reinvested shares) and are paid upon the payout of the award based on the actual number of shares earned. |
Annual Stock Grants | For Fiscal 2024, 30% of the annual equity grant provided to the NEOs was in the form of performance-based restricted stock, which was forfeitable if Fiscal 2024 operating profit was less than 90% of the MIP target for Fiscal 2024. If the performance target is met, as it was for Fiscal 2024, the awards are then subject to time-based vesting. The annual restricted stock grants vest 50% on each of the 30-month and 60-month anniversaries of the grant date, subject to continued employment through the vesting date, or upon termination due to death, disability or termination without cause within 12 months following a change in control. In addition, once the executive becomes retirement eligible, the restricted stock becomes non-forfeitable, provided the performance target is met, but it is not transferable before the time-based vesting dates. Because Mr. Decker and Ms. Roseborough were retirement eligible at the time of the grant and Mr. Carey became retirement eligible during Fiscal 2024, their awards became non-forfeitable when the performance condition was met but remain non-transferable until the time-based vesting dates. Dividends on the restricted stock are accrued (as cash dividends) and not paid out to executive officers unless the performance target is met. Once the performance target is met, cash dividends are paid on the shares of restricted stock. |
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The Home Depot 2025 Proxy Statement | 57 |
| | | | | |
Award Type | Award Terms |
| Annual Stock Option Grants | For Fiscal 2024, 20% of the annual equity grant provided to the NEOs was in the form of nonqualified stock options. The stock option awards vest 25% per year on the second, third, fourth and fifth anniversaries of the grant date, subject to continued employment through the vesting date, or upon termination due to death, disability or termination without cause within 12 months following a change in control. In addition, the stock option awards become non-forfeitable once the executive becomes retirement eligible but are not exercisable before the time-based vesting dates. Generally, stock options may be exercised, once vested, over the remainder of the ten-year option term, subject to continued employment or meeting the retirement eligibility requirements. Because Mr. Decker, Ms. Roseborough and Mr. Carey were each retirement eligible at the time of the grant or became retirement eligible during Fiscal 2024, their option awards are non-forfeitable but are not exercisable until the time-based vesting dates. |
Fiscal 2024 MIP | Each of the NEOs participated in the Fiscal 2024 MIP, the Company’s annual cash-based incentive plan. The Fiscal 2024 MIP payout was based upon achievement of pre-established performance goals, as described under “—Elements of Our Compensation Programs—Annual Cash Incentive” in the Compensation Discussion and Analysis starting on page 45 above. The LDC Committee established the following threshold, target and maximum payout levels for Fiscal 2024 for the NEOs under the MIP. The threshold, target and maximum potential payouts under the MIP for these NEOs reflect the following percentages of base salary at the end of Fiscal 2024: |
| | | | | | | | | | | |
| Percentage of Base Salary |
| Name | Threshold | Target | Maximum |
| Edward P. Decker | 40 | % | 200 | % | 400 | % |
| Richard V. McPhail | 20 | % | 100 | % | 200 | % |
| Ann-Marie Campbell | 25 | % | 125 | % | 250 | % |
William D. Bastek | 20 | % | 100 | % | 200 | % |
Teresa Wynn Roseborough | 20 | % | 100 | % | 200 | % |
Matthew A. Carey | 20 | % | 100 | % | 200 | % |
| | | | | |
| Because the operating profit threshold must be met for any payout to occur, the threshold percentage above reflects the minimum possible payout based upon assumed achievement of that threshold. In addition, once an executive becomes retirement eligible, if the executive retires prior to the MIP payment date, the executive receives a payout that is prorated based on the time the executive served in his or her role during the fiscal year. Retirement eligible executives employed on or after the first day of a fiscal month receive MIP credit for that full fiscal month. Since Mr. Carey was retirement eligible and employed with the Company during the last fiscal month of Fiscal 2024, he was eligible for a full Fiscal 2024 MIP payout based on actual performance upon his retirement. The actual amounts earned by the NEOs based on achievement of Fiscal 2024 MIP performance goals are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
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58 | The Home Depot 2025 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
The following table sets forth information regarding outstanding equity awards as of the end of Fiscal 2024 granted to the NEOs.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END |
| | Option Awards | | Stock Awards |
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| Edward P. Decker | 8/6/2004 | — | | — | | — | | — | | | 2,500 | | 1,029,950 | | — | | — | |
| 8/18/2005 | — | | — | | — | | — | | | 4,000 | | 1,647,920 | | — | | — | |
| 3/23/2016 | 32,897 | | — | | 130.22 | 3/22/2026 | | — | | — | | — | | — | |
| 3/22/2017 | 19,350 | | — | | 147.36 | 3/21/2027 | | — | | — | | — | | — | |
| 3/21/2018 | 13,660 | | — | | 178.02 | 3/20/2028 | | — | | — | | — | | — | |
| 3/27/2019 | 16,308 | | — | | 189.25 | 3/26/2029 | | — | | — | | — | | — | |
| 3/25/2020 | 9,253 | | 3,085 | | 181.76 | 3/24/2030 | | 996 | | 410,332 | | — | | — | |
| 11/19/2020 | 3,720 | | 1,240 | | 270.93 | 11/18/2030 | | 253 | | 104,231 | | — | | — | |
| 3/24/2021 | 7,894 | | 7,895 | | 292.75 | 3/23/2031 | | 1,266 | | 521,567 | | — | | — | |
| 3/23/2022 | 7,434 | | 22,303 | | 317.05 | 3/22/2032 | | 2,649 | | 1,091,335 | | 4,414 | | 1,818,865 | |
| 3/22/2023 | — | | 32,164 | | 282.61 | 3/21/2033 | | 6,148 | | 2,532,853 | | 19,479 | | 8,024,820 | |
| 3/20/2024 | — | | 22,976 | | 384.41 | 3/19/2034 | | 8,584 | | 3,536,436 | | 29,129 | | 12,000,740 | |
| Richard V. McPhail | 3/23/2016 | 3,369 | | — | | 130.22 | 3/22/2026 | | — | | — | | — | | — | |
| 3/22/2017 | 5,989 | | — | | 147.36 | 3/21/2027 | | — | | — | | — | | — | |
| 3/21/2018 | 4,036 | | — | | 178.02 | 3/20/2028 | | — | | — | | — | | — | |
| 3/27/2019 | 4,818 | | — | | 189.25 | 3/26/2029 | | — | | — | | — | | — | |
| 11/21/2019 | 7,282 | | — | | 218.54 | 11/20/2029 | | — | | — | | — | | — | |
| 3/25/2020 | 8,412 | | 2,805 | | 181.76 | 3/24/2030 | | 1,651 | | 680,179 | | — | | — | |
| 11/19/2020 | 3,720 | | 1,240 | | 270.93 | 11/18/2030 | | 461 | | 189,923 | | — | | — | |
| 3/24/2021 | 3,947 | | 3,947 | | 292.75 | 3/23/2031 | | 1,153 | | 475,013 | | — | | — | |
| 3/23/2022 | 2,004 | | 6,013 | | 317.05 | 3/22/2032 | | 1,301 | | 535,986 | | 1,190 | | 490,308 | |
| 3/22/2023 | — | | 8,917 | | 282.61 | 3/21/2033 | | 3,104 | | 1,278,786 | | 5,400 | | 2,224,507 | |
| 3/20/2024 | — | | 6,684 | | 384.41 | 3/19/2034 | | 2,497 | | 1,028,714 | | 8,474 | | 3,491,094 | |
| Ann-Marie Campbell | 3/25/2020 | 9,253 | | 3,085 | | 181.76 | 3/24/2030 | | 1,816 | | 748,156 | | — | | — | |
| 11/19/2020 | 3,720 | | 1,240 | | 270.93 | 11/18/2030 | | 461 | | 189,923 | | — | | — | |
| 3/24/2021 | 4,824 | | 4,825 | | 292.75 | 3/23/2031 | | 1,409 | | 580,480 | | — | | — | |
| 3/23/2022 | 2,040 | | 6,123 | | 317.05 | 3/22/2032 | | 1,325 | | 545,874 | | 1,211 | | 499,241 | |
| 3/22/2023 | — | | 8,917 | | 282.61 | 3/21/2033 | | 3,104 | | 1,278,786 | | 5,400 | | 2,224,507 | |
| 11/16/2023 | — | | 1,666 | | 306.44 | 11/15/2033 | | 407 | | 167,676 | | — | | — | |
| 3/20/2024 | — | | 8,355 | | 384.41 | 3/19/2034 | | 3,121 | | 1,285,790 | | 10,591 | | 4,363,448 | |
| William D. Bastek | 3/23/2016 | 3,783 | | — | | 130.22 | 3/22/2026 | | — | | — | | — | | — | |
| 3/22/2017 | 2,303 | | — | | 147.36 | 3/21/2027 | | — | | — | | — | | — | |
| 3/21/2018 | 1,645 | | — | | 178.02 | 3/20/2028 | | — | | — | | — | | — | |
| 2/27/2019 | 4,716 | | — | | 183.67 | 2/26/2029 | | — | | — | | — | | — | |
| 3/27/2019 | 4,077 | | — | | 189.25 | 3/26/2029 | | — | | — | | — | | — | |
| 3/25/2020 | 2,733 | | 912 | | 181.76 | 3/24/2030 | | 536 | | 220,821 | | — | | — | |
| 3/24/2021 | 1,228 | | 1,228 | | 292.75 | 3/23/2031 | | 359 | | 147,901 | | — | | — | |
| 3/23/2022 | 510 | | 1,530 | | 317.05 | 3/22/2032 | | 331 | | 136,365 | | 302 | | 124,725 | |
| 8/18/2022 | 402 | | 1,209 | | 325.21 | 8/17/2032 | | 384 | | 158,200 | | — | | — | |
| 3/22/2023 | — | | 6,402 | | 282.61 | 3/21/2033 | | 1,786 | | 735,796 | | 1,569 | | 646,199 | |
| 3/20/2024 | — | | 5,744 | | 384.41 | 3/19/2034 | | 2,146 | | 884,109 | | 7,281 | | 2,999,556 | |
| Teresa Wynn Roseborough | 3/25/2020 | — | | 2,524 | | 181.76 | 3/24/2030 | | 1,035 | | 426,399 | | — | | — | |
| 3/24/2021 | — | | 3,158 | | 292.75 | 3/23/2031 | | 506 | | 208,462 | | — | | — | |
| 3/23/2022 | — | | 4,155 | | 317.05 | 3/22/2032 | | 624 | | 257,076 | | 822 | | 338,783 | |
| 3/22/2023 | — | | 5,792 | | 282.61 | 3/21/2033 | | 1,106 | | 455,650 | | 3,508 | | 1,445,027 | |
| 3/20/2024 | — | | 4,083 | | 384.41 | 3/19/2034 | | 1,525 | | 628,270 | | 5,176 | | 2,132,235 | |
| | | | | |
The Home Depot 2025 Proxy Statement | 59 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END |
| | Option Awards | | Stock Awards |
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| Matthew A. Carey | 3/25/2020 | 9,253 | | 3,085 | | 181.76 | | 3/24/2030 | | 1,001 | | 412,392 | | — | | — | |
| 3/24/2021 | 3,859 | | 3,860 | | 292.75 | | 3/23/2031 | | 621 | | 255,840 | | — | | — | |
| 3/23/2022 | 1,676 | | 5,029 | | 317.05 | | 3/22/2032 | | 600 | | 247,188 | | 995 | | 410,135 | |
| 5/19/2022 | 462 | | 1,386 | | 287.76 | | 5/18/2032 | | 119 | | 49,026 | | — | | — | |
| 3/22/2023 | — | | 7,012 | | 282.61 | | 3/21/2033 | | 1,346 | | 554,525 | | 4,246 | | 1,749,424 | |
| 3/20/2024 | — | | 4,950 | | 384.41 | | 3/19/2034 | | 1,849 | | 761,751 | | 6,275 | | 2,585,188 | |
(1)Unless indicated otherwise, stock options for each NEO vest on the 25% on the second, third, fourth and fifth anniversaries of the grant date.
(2)Unless indicated otherwise, restricted stock awards vest 50% on each of the 30-month and 60-month anniversaries of the grant date.
(3)The final installment of the 2004 and 2005 restricted stock grants to Mr. Decker vested on March 13, 2025.
The reported value of the restricted stock awards is based on the $411.98 closing stock price on January 31, 2025, the last trading day of Fiscal 2024.
(3)The NEOs’ performance share awards are earned upon the completion of the three-year performance periods ending February 2, 2025, February 1, 2026, and January 31, 2027, based on achievement of pre-established average ROIC and operating profit goals, as described above in the Compensation Discussion and Analysis under “—Elements of Our Compensation Programs—Long-Term Incentives—Performance Shares” starting on page 48 and under “Terms of Plan-Based Awards Granted to NEOs for Fiscal 2024—Performance Shares” on page 57. The awards are paid out, if at all, following certification by the LDC Committee of the achievement of the goals after completion of the applicable performance period. For the Fiscal 2022-2024 award, the shares reported are the actual amounts earned based on the performance level met over the performance period, as certified by the LDC Committee on February 27, 2025, and include dividend equivalents accrued on the award. For the Fiscal 2023-2025 award and the Fiscal 2024-2026 award, the reported number of shares includes dividend equivalents accrued through February 2, 2025, assumes achievement of the target level of performance for the Fiscal 2023-2025 award, and assumes achievement of the maximum level of performance for the Fiscal 2024-2026 award, each in accordance with SEC requirements. The reported value of the performance share awards is based on the closing stock price on January 31, 2025, the last trading day of Fiscal 2024. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2024
The following table sets forth the options exercised and the shares of restricted stock and performance shares that vested for the NEOs during Fiscal 2024.
| | | | | | | | | | | | | | | | | | | | |
| OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2024 |
| Option Awards | | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) |
Edward P. Decker | 35,987 | | 9,085,401 | | | 25,085 | | (2) | 9,383,771 | |
| Richard V. McPhail | 15,296 | | 3,986,473 | | | 10,601 | | | 3,993,321 | |
| Ann-Marie Campbell | 57,542 | | 12,964,917 | | | 13,106 | | | 4,919,742 | |
William D. Bastek | 2,969 | | 892,060 | | | 3,661 | |
| 1,374,296 | |
Teresa Wynn Roseborough | 39,982 | | 7,807,039 | | | 9,075 | | (2) | 3,397,029 | |
Matthew A. Carey | 50,239 | | 8,850,473 | | | 14,082 | | (2) | 5,430,955 | |
(1)The value realized on vesting is based on the Company’s closing price on the applicable vesting date. These amounts represent the vesting of stock awards granted in 2019 to 2022 and the vesting of certain stock awards withheld to pay taxes for NEOs who are retirement-eligible, as described in footnote 2 below.
(2)For Mr. Decker, includes 5,051 shares withheld to pay taxes on restricted stock grants that became non-forfeitable on February 22, 2024. For Ms. Roseborough, includes 910 shares withheld to pay taxes on restricted stock grants that became non-forfeitable on February 22, 2024. For Mr. Carey, includes 3,002 shares withheld to pay taxes on restricted stock grants that became non-forfeitable on November 23, 2024. The remaining shares under each of these grants continue to be restricted until the time-based vesting dates are reached.
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60 | The Home Depot 2025 Proxy Statement |
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024
The following table sets forth information regarding the participation of the NEOs in the Company’s nonqualified deferred compensation plans for Fiscal 2024.
| | | | | | | | | | | | | | | | | | | | |
| NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2024 |
| Executive Contributions in Last FY ($)(3) | Registrant Contributions in Last FY ($)(4) | Aggregate Earnings in Last FY ($)(5) | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last FYE ($)(6) |
| Name | |
| Edward P. Decker | | | | | | |
THD Restoration Plan(1) | N/A | 243,506 | | 590,387 | | — | | | 3,857,219 | |
Deferred Compensation Plan For Officers(2) | — | | — | | 204,809 | | — | | | 1,280,612 | |
| Richard V. McPhail | | | | | | |
THD Restoration Plan(1) | N/A | 115,923 | | 246,170 | | — | | | 1,605,685 | |
| Ann-Marie Campbell | | | | | | |
THD Restoration Plan(1) | N/A | 124,749 | | 386,629 | | — | | | 2,503,221 | |
William D. Bastek | | | | | | |
THD Restoration Plan(1) | N/A | 54,921 | | 58,189 | | — | | | 400,288 | |
Teresa Wynn Roseborough | | | | | | |
THD Restoration Plan(1) | N/A | 93,768 | | 193,321 | | — | | | 1,261,359 | |
Matthew A. Carey | | | | | | |
THD Restoration Plan(1) | N/A | 68,364 | | 438,854 | | — | | | 2,781,108 | |
(1)The THD Restoration Plan, an unfunded, nonqualified deferred compensation plan, provides management-level associates with a benefit equal to the matching contributions that they would have received under the Company’s FutureBuilder 401(k) Plan if certain Internal Revenue Code limitations were not in place. On January 31 of each year, the plan makes an allocation to participant accounts in an amount equal to the participant’s eligible earnings (generally, salary plus annual cash incentive award) during the prior calendar year minus the Internal Revenue Code limit for tax-qualified plans ($345,000 for 2024) multiplied by the current Company match level of 3.5%. This amount is then converted to units representing shares of the Company’s common stock. Stock units credited to a participant’s account are also credited with dividend equivalents at the same time, and in the same amount, as dividends are paid to shareholders. Participant account balances vest at the same time their account in the Company’s tax-qualified FutureBuilder 401(k) Plan vests, which provides for 100% cliff vesting after three years of service. A participant’s vested account balance is payable in shares of common stock on retirement or other employment termination. In-service withdrawals are not permitted.
(2)The Deferred Compensation Plan For Officers is an unfunded, nonqualified deferred compensation plan that allows officers to defer payment of up to 50% of base salary and up to 100% of annual cash incentive compensation until retirement or other employment termination. The Company makes no contributions to the Deferred Compensation Plan For Officers. Participants may also elect an in-service distribution during a designated calendar year or over a period of not more than ten years, or upon a change in control of the Company. Commencing at retirement after age 60 or one year thereafter, payment is made, at the participant’s election, in a single sum or equal annual installment payments over a period of not more than ten years, provided that distribution in a single sum is automatically made on termination for reasons other than retirement or disability. Participants direct the manner in which their account balances are deemed invested among an array of investment funds, and notional earnings are credited to participant accounts based on fund returns. Accounts are 100% vested at all times. The amount presented in the “Aggregate Earnings in Last FY” in the table above does not precisely equal the difference in the amount reported in the “Aggregate Balance at Last FYE” in the table above and the amount previously reported in the “Aggregate Balance at Last FYE” due to timing of market price variances.
(3)Executive contributions represent deferral of base salary and incentive awards under the MIP during Fiscal 2024, which amounts are also disclosed in the Fiscal 2024 Salary column and the Fiscal 2023 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The THD Restoration Plan is non-elective, and participants cannot make contributions to it.
(4)All Company contributions to the THD Restoration Plan are included as compensation in the “Stock Awards” column of the Summary Compensation Table. The Company does not make contributions to the Deferred Compensation Plan For Officers.
(5)THD Restoration Plan earnings represent the change in the value of the underlying Company stock during Fiscal 2024 plus dividend equivalents that are credited at the same rate, and at the same time, that dividends are paid to all shareholders. Deferred Compensation Plan For Officers earnings represent notional returns on participant-selected investments.
(6)For the THD Restoration Plan, amounts in the aggregate balance for Mr. Decker, Mr. McPhail, Ms. Campbell, Ms. Roseborough, and Mr. Carey of $444,235, $211,674, $243,087, $62,916, and $532,233, respectively, were previously reported in the Summary Compensation Table.
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The Home Depot 2025 Proxy Statement | 61 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Termination Without Cause or For Good Reason
The employment arrangements with our NEOs do not entitle them to severance payments upon employment termination. They would, however, be entitled to any vested benefits under Company plans in which they participate. Each of the NEOs is subject to non-competition and non-solicitation restrictions for periods ranging from 24 to 36 months post-termination. Each NEO is also subject to post-termination confidentiality restrictions.
Change in Control
The Company does not maintain change in control agreements for its executives. Since Fiscal 2013, our standard form of equity award agreement adopted by the LDC Committee has provided for accelerated vesting if the executive is terminated without cause within 12 months following a change in control, and our Omnibus Plan incorporates this “double-trigger” provision into the plan for all awards issued after May 2022. Prior to Fiscal 2013, our equity awards provided for accelerated vesting solely upon a change in control regardless of any termination of employment. As of February 2, 2025, two outstanding restricted stock awards held by Mr. Decker contained such provisions. Those awards have since vested in accordance with their terms, and there are no remaining equity awards outstanding that vest solely upon a change in control.
The following table sets forth the estimated value that the NEOs employed at the end of Fiscal 2024 would have been entitled to receive due to accelerated vesting of outstanding awards assuming a change in control of the Company occurred as of February 2, 2025, both with and without a termination of employment. In addition, in the event of a termination of employment, these NEOs would be entitled to receive vested benefits under Company plans in which they participate, including amounts under the THD Restoration Plan and, if applicable, the Deferred Compensation Plan For Officers, as set forth in the Nonqualified Deferred Compensation table on page 61 of this Proxy Statement. | | | | | | | | | | | | | | | | | | | | |
| CHANGE IN CONTROL |
| Change in Control Only | | Change in Control Followed by Termination Without Cause | | Total |
| Name | Value of Restricted Stock Awards ($)(1) | | Value of Additional Restricted Stock and Option Awards Vesting on Termination ($)(2) | Value of Performance Shares Vesting on Termination ($)(3) | | Assuming Change in Control AND Termination of Employment ($) |
| Edward P. Decker | 2,677,870 | | | 16,934,934 | | 12,441,384 | | | 32,054,188 | |
| Richard V. McPhail | — | | | 7,388,555 | | 3,533,140 | | | 10,921,695 | |
| Ann-Marie Campbell | — | | | 8,398,124 | | 3,982,611 | | | 12,380,735 | |
William D. Bastek | — | | | 3,876,305 | | 2,049,189 | | | 5,925,493 | |
Teresa Wynn Roseborough | — | | | 4,189,773 | | 2,225,104 | | | 6,414,877 | |
(1)Value reflects outstanding shares of restricted stock granted prior to Fiscal 2013, multiplied by a closing stock price of $411.98 on January 31, 2025. This restricted stock vested on March 13, 2025 and, accordingly, is no longer subject to acceleration upon a change in control.
(2)Value reflects outstanding shares of all restricted stock awards other than the grant described above in footnote 1, in each case multiplied by a closing stock price of $411.98 on January 31, 2025, and the intrinsic value as of January 31, 2025 of all outstanding unvested stock options, using the closing stock price of $411.98 on January 31, 2025.
(3)Value reflects the following: (a) for the Fiscal 2023-2025 performance share award, (i) shares that would have been earned based on 67.1% actual performance at the end of Fiscal 2024 multiplied by a ratio of 735 days in the performance period through February 2, 2025 to 1,099 total days in the performance period, plus (ii) target performance shares multiplied by the ratio of 364 days remaining in the performance period after February 2, 2025 to 1,099 total days in the performance period; and (b) for the Fiscal 2024-2026 performance share award, (i) shares that would have been earned based on 109.0% actual performance at the end of Fiscal 2024 multiplied by a ratio of 371 days in the performance period through February 2, 2025 to 1099 total days in the performance period, plus (ii) target performance shares multiplied by the ratio of 728 days remaining in the performance period after February 2, 2025 to 1099 total days in the performance period. In each case, the number of performance shares obtained is multiplied by a closing stock price of $411.98 on January 31, 2025 to determine the value as of the end of Fiscal 2024. Amounts include dividend equivalents accrued through the end of Fiscal 2024 converted into additional performance shares. Amounts do not include the value of the Fiscal 2022-2024 award because it was earned as of February 2, 2025, the last day of the performance period, and would be received regardless of whether there was a change in control and associated termination of employment.
| | | | | |
62 | The Home Depot 2025 Proxy Statement |
Termination Due to Death or Disability
Equity awards made to salaried associates, including the NEOs, generally provide for accelerated vesting of the award upon employment termination due to death or disability. The following table sets forth the estimated value of benefits that the NEOs employed at the end of Fiscal 2024 would have been entitled to receive assuming death or disability as of February 2, 2025. In addition, these NEOs would be entitled to receive vested benefits under Company plans in which they participate, including amounts under the THD Restoration Plan and, if applicable, the Deferred Compensation Plan For Officers, as set forth in the Nonqualified Deferred Compensation table on page 61 of this Proxy Statement. | | | | | | | | | | | | | | | | | |
| DEATH OR DISABILITY |
| Name | Value of Restricted Stock and Option Awards ($)(1) | Value of Performance Shares ($)(2) | | Death Benefit ($)(3) | Total
($) |
| Edward P. Decker | 19,612,804 | | 11,924,761 | | | 400,000 | | 31,937,566 | |
| Richard V. McPhail | 7,388,555 | | 1,640,504 | | | 400,000 | | 9,429,059 | |
| Ann-Marie Campbell | 8,398,124 | | 1,800,765 | | | 400,000 | | 10,598,889 | |
William D. Bastek | 3,876,305 | | 841,263 | | | N/A | 4,717,568 | |
Teresa Wynn Roseborough | 4,189,773 | | 2,131,173 | | | N/A | 6,320,946 | |
(1)Value reflects outstanding restricted stock at the end of Fiscal 2024, multiplied by a closing stock price of $411.98 on January 31, 2025, and outstanding unvested stock options based on the intrinsic value as of January 31, 2025, using the closing stock price of $411.98 on January 31, 2025.
(2)Value reflects the following: (a) for the Fiscal 2023-2025 performance share award, the prorated portion of shares that would have been earned based on 67.1% actual performance at the end of Fiscal 2024 multiplied by a ratio of 735 days in the performance period through February 2, 2025 to 1,099 total days in the performance period; and (b) for the Fiscal 2024-2026 performance share award, the prorated portion of shares that would have been earned based on 109.0% actual performance at the end of Fiscal 2024 multiplied by a ratio of 371 days in the performance period through February 2, 2025 to 1099 total days in the performance period. The number of performance shares obtained is multiplied by a closing stock price of $411.98 on January 31, 2025 to determine the value as of the end of Fiscal 2024. Amounts include dividend equivalents accrued through the end of Fiscal 2024 converted into additional performance shares. Amounts do not include the value of the Fiscal 2022-2024 award because it was earned as of February 2, 2025, the last day of the performance period, and would be received regardless of the individual’s death or disability and associated termination of employment.
(3)Value reflects a death benefit under the death-benefit-only program, which is only paid out upon death, not disability.
Retirement Eligibility of Continuing NEOs
With very few exceptions, equity awards made to salaried associates, including the NEOs, provide that the awards are no longer forfeitable upon retirement on or after age 60 with at least five years of continuous service with the Company. Mr. Decker and Ms. Roseborough are the only NEOs employed as of February 2, 2025 that had met this condition. The following table sets forth the estimated value of benefits that Mr. Decker and Ms. Roseborough would be entitled to receive as a result of their retirement eligibility as of February 2, 2025. Mr. Decker and Ms. Roseborough would also be entitled to the Fiscal 2024 MIP award, as disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, on page 53 of the Proxy Statement, as well as amounts under the THD Restoration Plan and, if applicable, the Deferred Compensation Plan For Officers, as set forth in the Nonqualified Deferred Compensation table on page 61 of this Proxy Statement. | | | | | | | | | | | |
RETIREMENT ELIGIBILITY |
| Name | Value of Restricted Stock and Option Awards ($)(1) | Value of Performance Shares ($)(2) | Total
($) |
| Edward P. Decker | 16,934,934 | | 11,924,761 | | 28,859,696 | |
| Teresa Wynn Roseborough | 4,189,773 | | 2,131,173 | | 6,320,946 | |
(1)Value reflects restricted stock grants that have the retirement eligibility provision described above and that are outstanding at the end of Fiscal 2024, multiplied by a closing stock price of $411.98 on January 31, 2025, and unvested stock options that have the retirement eligibility provision, based on the intrinsic value as of January 31, 2025, using the closing stock price of $411.98 on January 31, 2025. The restricted stock grants would remain non-transferable, and the stock options would remain non-exercisable, until the time-based vesting dates.
(2)Value reflects the following: (a) for the Fiscal 2023-2025 performance share award, the shares that would have been earned based on
| | | | | |
The Home Depot 2025 Proxy Statement | 63 |
67.1% actual performance at the end of Fiscal 2024; and (b) for the Fiscal 2024-2026 performance share award, the shares that would have been earned based on 109.0% actual performance at the end of Fiscal 2024. The number of performance shares obtained is multiplied by a closing stock price of $411.98 on January 31, 2025 to determine the value as of the end of Fiscal 2024. Amounts include dividend equivalents accrued through the end of Fiscal 2024 converted into additional performance shares. Amounts do not include the value of the Fiscal 2022-2024 performance award because it was earned as of February 2, 2025, the last day of the performance period, and would be received regardless of the individual’s retirement.
Retirement of Former Executive in Fiscal 2024
Upon his retirement on December 31, 2024, Mr. Carey did not receive any severance benefits. As noted above, equity awards held by Mr. Carey provide that the awards are no longer forfeitable upon retirement on or after age 60 with five years of continuous service, which conditions Mr. Carey had met at the time of his retirement. The following table sets forth the estimated value of benefits that Mr. Carey was entitled to receive as a result of his retirement eligibility.
| | | | | | | | | | | |
RETIREMENT ELIGIBILITY |
| Name | Value of Restricted Stock and Option Awards ($)(1) | Value of Performance Shares ($)(2) | Total
($) |
Matthew A. Carey | 4,434,938 | | 2,582,291 | | 7,017,229 | |
(1) Value reflects restricted stock grants that have the retirement eligibility provision described above and are outstanding as of December 31, 2024, his retirement date from the Company, multiplied by a closing stock price of $388.99 on December 31, 2024, and unvested stock options that also have the retirement eligibility provision described above, based on the intrinsic value as of December 31, 2024, using the closing stock price of $388.99 on December 31, 2024. The restricted stock grants remain non-transferable, and the stock options remain non-exercisable, until the time-based vesting dates.
(2) Value reflects the following: (a) for the Fiscal 2022-2024 performance share award, the actual number of shares earned at the end of Fiscal 2024 based on 25.6% actual performance at the end of the three-year performance period; (b) for the Fiscal 2023-2025 performance share award, the shares that would have been earned based on 67.1% actual performance at the end of Fiscal 2024; and (c) for the Fiscal 2024-2026 performance share award, the shares that would have been earned based on 109.0% actual performance at the end of Fiscal 2024. The number of performance shares obtained is multiplied by a closing stock price of $411.98 on January 31, 2025 to determine the value as of the end of Fiscal 2024. Amounts include dividend equivalents accrued through the end of Fiscal 2024 converted into additional performance shares.
Upon his retirement, Mr. Carey was also entitled to vested benefits under Company plans in which he participated. These benefits included his Fiscal 2024 MIP award, as disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 53 of the Proxy Statement, and amounts under the THD Restoration Plan as set forth in the Nonqualified Deferred Compensation table on page 61 of this Proxy Statement. | | | | | |
64 | The Home Depot 2025 Proxy Statement |
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,” and certain financial performance of the Company. CAP does not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable years and does not necessarily reflect how the LDC Committee evaluated compensation decisions in light of Company performance. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 37. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PAY VERSUS PERFORMANCE TABLE |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compen- sation Table Total for Non-CEO NEOs ($)(3) | Average Compen- sation Actually Paid to Non-CEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | Net Income ($)(7) (in billions) | Operating Profit ($)(8) (in billions) |
| CEO | Former CEO | CEO | Former CEO | TSR ($)(5) | Peer Group TSR ($)(6) |
| 2024 | 15,574,678 | | — | | 20,017,546 | | — | | 4,782,536 | | 6,355,234 | | 203.8 | | 227.9 | | 14.81 | | 21.42 | |
| 2023 | 14,419,252 | | — | | 18,272,399 | | — | | 4,540,911 | | 4,391,001 | | 171.6 | | 165.2 | | 15.14 | | 21.65 | |
| 2022 | 14,619,789 | | 9,020,862 | | 7,501,985 | | (2,905,659) | | 4,390,720 | | 953,780 | | 148.8 | | 124.0 | | 17.11 | | 24.09 | |
| 2021 | — | | 13,059,751 | | — | | 51,702,946 | | 5,568,673 | | 18,194,527 | | 168.0 | | 149.7 | | 16.43 | | 22.92 | |
| 2020 | — | | 13,995,092 | | — | | 26,400,107 | | 5,261,268 | | 9,186,485 | | 121.6 | | 141.4 | | 12.87 | | 20.64 | |
(1)Mr. Decker served as our CEO for Fiscal 2024 and Fiscal 2023; Mr. Decker and Craig Menear each served for a period of time as our CEO for Fiscal 2022; and Mr. Menear was our CEO for Fiscal 2021 and Fiscal 2020. The dollar amounts reported in column (b) are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for our CEO and former CEO for the corresponding years in which each served as our CEO. As discussed in the Summary Compensation Table, Fiscal 2024 contained 53 weeks, compared to 52 weeks in Fiscal 2023, so Fiscal 2024 includes one additional week of pay.
(2)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table (or “SCT”) total compensation for Fiscal 2024 to determine the CAP for Fiscal 2024:
| | | | | | | | | | | | | | |
CEO SCT Total to CAP Reconciliation |
| Year | Reported Summary Compensation Table Total for CEO ($) | Deductions from SCT Total ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to CEO (as defined by SEC rule) ($) |
| 2024 | 15,574,678 | | (11,242,987) | | 15,685,855 | | 20,017,546 | |
(a)Represents the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Fiscal 2024.
(b)The equity award adjustments for Fiscal 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in Fiscal 2024 that are outstanding and unvested as of the end of Fiscal 2024; (ii) the amount of change as of the end of Fiscal 2024 (from the end of Fiscal 2023) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of Fiscal 2024; (iii) for awards that are granted in Fiscal 2024 and vest in Fiscal 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in Fiscal 2024, the amount equal to the change as of the vesting date (from the end of Fiscal 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during Fiscal 2024, a deduction for the amount equal to the fair value at the end of Fiscal 2023; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in Fiscal 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for Fiscal 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments detailed in the table below.
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The Home Depot 2025 Proxy Statement | 65 |
| | | | | | | | | | | | | | | | | | | | | | | |
CEO Equity Component of CAP |
| Year | Year-End
Fair Value of
Unvested
Equity Awards
Granted in
the Year
($) | Year-Over-
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
($) | Fair Value as
of Vesting
Date of Equity
Awards Granted and
Vested in the Year
($) | Year-Over-
Year Change
in Fair Value of
Equity Awards
Granted in Prior Years
that Vested in
the Year
($) | Fair-Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($) | Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise Reflected in
Fair Value or
Total Compensation
($) | Total Equity Award Adjustments ($) |
| 2024 | 11,751,121 | | 2,646,881 | | 243,506 | | 668,499 | | — | | 375,848 | | 15,685,855 | |
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for our non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for Fiscal 2024, Mr. McPhail, Mr. Bastek, Ms. Campbell, Ms. Roseborough, and Mr. Carey; (ii) for Fiscal 2023, Mr. McPhail, Ms. Campbell, Mr. Carey, Jeffrey Kinnaird, and Ms. Roseborough; (iii) for Fiscal 2022, Mr. McPhail, Ms. Campbell, Mr. Carey, and Mr. Kinnaird; (iv) for Fiscal 2021, Mr. Decker, Mr. McPhail, Ms. Campbell, and Mr. Carey; and (v) for Fiscal 2020, Mr. Decker, Mr. McPhail, Ms. Campbell, and Mark Holifield.
(4)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these NEOs as a group for each year to determine the CAP, using the same methodology described above in footnote 2.
| | | | | | | | | | | | | | |
Average Other NEOs SCT Total to CAP Reconciliation |
Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | Average Reported Summary Compensation Table Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-CEO NEOs ($) |
| 2024 | 4,782,536 | | (2,946,070) | | 4,518,769 | | 6,355,234 | |
(a)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are detailed in the table below.
| | | | | | | | | | | | | | | | | | | | | | | |
Average Other NEOs Equity Component of CAP |
| Year | Average Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over-
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
($) | Average Fair
Value as of
Vesting Date of Equity Awards
Granted and
Vested in the Year
($) | Year-Over-
Year Average
Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
($) | Average Fair
Value at the
End of the
Prior Year of
Equity Awards that
Failed to Meet
Vesting Conditions in
the Year
($) | Average Value
of Dividends
or Other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value or
Total Compensation
($) | Total
Average
Equity
Award
Adjustments
($) |
| 2024 | 3,049,594 | | 875,135 | | 91,545 | | 378,804 | | — | | 123,692 | | 4,518,769 | |
(5)Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Discretionary Distribution & Retail Index, which we refer to as the S&P Retail Composite Index.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.
(8)Operating profit is defined as the Company’s net sales less the sum of the cost of sales, selling, general and administrative expense, and depreciation and amortization expense, subject to adjustments as more fully described under “—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” and “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2024 MIP Results” in our Compensation Discussion and Analysis above. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.
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66 | The Home Depot 2025 Proxy Statement |
Financial Performance Measures
The most important financial performance measures, as defined in Item 402(v) of Regulation S-K, that are used by the Company to link CAP to the Company’s NEOs for Fiscal 2024 to the Company’s performance are as follows:
•Operating Profit, as adjusted, as defined in the MIP
•Sales
•Return on Invested Capital
•Inventory Turns
•Pro Strategic Goal
Pay Versus Performance Relationship Disclosures
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables indicating the relationships between the metrics below and CAP as presented in the Pay Versus Performance table, as well as the relationship between cumulative TSR of the Company and cumulative TSR of the peer group.
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The Home Depot 2025 Proxy Statement | 67 |
CEO PAY RATIO
Compensation at all levels of the Company is aligned with our philosophy of taking care of our associates and motivating them to deliver a superior customer experience. Non-management associates (full- and part-time) participate in our Success Sharing bonus program, which provides semi-annual cash awards for performance against our business plan, including sales plan and productivity goals. In addition, non-management associates are eligible to earn awards for superior performance and customer service at the individual, store, facility, and district levels. Due to the performance of our non-management associates in Fiscal 2024, 100% of our qualifying stores received Success Sharing in each of the first and second halves of Fiscal 2024. This resulted in Success Sharing bonus payments to our non-management associates of approximately $249.9 million for Fiscal 2024. In addition, we established a merit increase budget for our hourly and salaried associates in Fiscal 2024 of 3.0%. We also continued our practice of making matching contributions under the FutureBuilder 401(k) Plan. We also provided a variety of recognition and teambuilding awards to recognize and reward top-performing associates and support morale.
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68 | The Home Depot 2025 Proxy Statement |
In accordance with SEC rules, the following ratio compares the annual total compensation of our median-paid (or middle) associate (the “median-paid associate”) for Fiscal 2024 with the annual total compensation of Edward P. Decker, our CEO in Fiscal 2024. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (the “pay ratio rule”).
•The annual total compensation of our median-paid associate, other than our CEO, was $35,196. Our median-paid associate for Fiscal 2024 was an hourly employee in the U.S.
•The annual total compensation of our CEO for Fiscal 2024 was $15,574,678, as reported in the Summary Compensation Table on page 53. •Based on this information, for Fiscal 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid associate was 443 to 1.
For purposes of the above disclosure, we are required to identify our median-paid associate based upon our total workforce, without regard to their location, compensation arrangements, or full-time, part-time or seasonal status. To identify the median-paid associate, we used the following methodology, material assumptions, adjustments, and estimates:
•We determined our median-paid associate as of December 31, 2024, which was within the last three months of Fiscal 2024 as required by the pay ratio rule.
•At the end of Fiscal 2024, we employed a total of approximately 470,100 associates, of which approximately 419,600 were employed in the U.S. and approximately 50,500 were employed outside of the U.S. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, all of our associates in each of Mexico (approximately 18,200), China (272), India (26), Vietnam (26), Italy (1), Poland (1), Taiwan (1), and Türkiye (1), which in total are approximately 18,500 associates, or 3.9% of our total associates. We also excluded 10,772 individuals that became associates as a result of the SRS acquisition made in Fiscal 2024 in accordance with an exemption under the pay ratio rule for acquisitions completed in the relevant fiscal year.
•For Fiscal 2024, we identified our median-paid associate using W-2 payroll data (or the equivalent for our Canadian associates), rounded to the nearest dollar, for all associates included in the calculation. In Fiscal 2024, as we have done in prior years, we annualized pay for newly hired associates and associates on leave. We pay our Canadian associates in Canadian Dollars. For the purposes of this calculation, their pay was converted into U.S. Dollars using the exchange rate in effect on December 31, 2024. For Fiscal 2024, we had several full-year associates with the same dollar amount of W-2 compensation. Therefore, for each such associate we determined the associate’s annual total compensation for Fiscal 2024, which ended February 2, 2025, and then identified the median-paid associate from that group based on the annual total compensation measure. This amount, consistent with the compensation of our CEO, includes annual incentive compensation earned in Fiscal 2024 and paid in March 2025.
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The Home Depot 2025 Proxy Statement | 69 |
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding the Company’s equity compensation plans as of the end of Fiscal 2024.
| | | | | | | | | | | | | | | | | | | | |
| EQUITY COMPENSATION PLAN INFORMATION |
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | |
Equity Compensation Plans Approved by Security Holders(1) | 3,932,976 | (2) | $228.23 | | (3) | 86,474,943 | (4) |
Equity Compensation Plans Not Approved by Security Holders(5) | 136,133 | (6) | $— | | (7) | 18,207,187 | (8) |
| Total | 4,069,109 | | | | 104,682,130 | |
(1)These plans are the 1997 Plan, the Omnibus Plan, the ESPP and the Directors Plan. The Directors Plan allows the Company’s outside directors to elect to defer their cash retainers for deferred stock units payable in shares of the Company’s common stock on termination of Board service.
(2)Includes an aggregate of 2,200,619 stock options under the Omnibus Plan, 5,371 deferred shares or deferred stock units under the 1997 Plan, 438,249 deferred shares, deferred stock units or restricted stock units under the Omnibus Plan, 1,207,973 performance shares under the Omnibus Plan (including performance shares granted in relation to the acquisition of SRS), and 80,765 deferred stock units credited to participant accounts under the Directors Plan. Does not reflect 3,832 outstanding restricted shares granted under the 1997 Plan and 2,900,815 outstanding restricted shares granted under the Omnibus Plan (including shares granted to certain members of SRS’s management team in connection with their reinvestment of a portion of their after-tax merger consideration).
(3)Weighted-average exercise price of outstanding options; excludes deferred shares, deferred stock units, deferred stock rights, restricted stock units, performance shares and shares of restricted stock under the 1997 Plan and the Omnibus Plan, deferred stock units under the Directors Plan, and rights to purchase shares under the ESPP.
(4)Represents 70,219,489 shares under the Omnibus Plan, 14,294,782 shares under the ESPP (see Note 9 to the Company’s consolidated financial statements included in the 2024 Form 10-K), and 1,960,672 shares under the Directors Plan.
(5)These plans are the Company’s Non-U.S. ESPP (see Note 9 to the Company’s consolidated financial statements in the 2024 Form 10-K), the THD Restoration Plan (see Note 10 to the Company’s consolidated financial statements in the 2024 Form 10-K) and the HD Supply Restoration Plan (see Note 10 to the Company’s consolidated financial statements in the 2024 Form 10-K).
(6)Represents deferred stock units under the THD Restoration Plan and the HD Supply Restoration Plan referred to in footnote 5 above.
(7)Outstanding equity consists solely of rights to purchase shares under the Non-U.S. ESPP and deferred stock units granted under the THD Restoration Plan and the HD Supply Restoration Plan; therefore, there is no weighted-average exercise price.
(8)Represents shares available under the Non-U.S. ESPP.
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70 | The Home Depot 2025 Proxy Statement |
LEADERSHIP DEVELOPMENT AND COMPENSATION
COMMITTEE REPORT
Each member of the LDC Committee is independent under SEC rules, NYSE listing standards and the Director Independence Standards set forth in the Company’s Corporate Governance Guidelines.
The LDC Committee acts under a written charter which sets forth its responsibilities and duties, as well as requirements for the LDC Committee’s composition and meetings. The LDC Committee’s primary responsibility is to (a) assist the Board in developing and evaluating potential candidates for executive positions, including the CEO, (b) oversee the development of executive succession plans, and (c) approve compensation strategy, including the corporate goals and objectives relevant to the compensation of the Company’s senior executive officers, including the CEO, to ensure that management is afforded appropriate incentives and rewarded appropriately for contributions to the Company’s growth and profitability and that the executive compensation strategy supports the Company’s objectives and shareholder interests.
The LDC Committee also oversees management’s decisions concerning the performance and compensation of other Company officers, administers the Company’s equity-based and incentive-based compensation plans, regularly evaluates the effectiveness of the Company’s overall executive compensation program, and reviews the overall compensation and benefits strategy for all associates of the Company to ensure consistency with the Company’s stated compensation strategy and other human capital management matters. In addition, the LDC Committee periodically reviews the compensation and benefits offered to non-employee directors and recommends changes as appropriate.
A more complete description of the LDC Committee’s functions is set forth in the LDC Committee charter, which is available on the Company’s Investor Relations website at https://ir.homedepot.com under “Corporate Governance > Committee Members & Charters” and is also available in print at no charge upon request.
The LDC Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with management. Based upon such review and discussions, the LDC Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the 2024 Form 10-K.
This report has been furnished by the current members of the LDC Committee:
• Wayne M. Hewett, Chair
• Stephanie C. Linnartz
• Caryn Seidman-Becker
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The Home Depot 2025 Proxy Statement | 71 |
Our philosophy with respect to director compensation is to align the interests of non-employee directors with the interests of our shareholders. To implement this philosophy, our Corporate Governance Guidelines provide that the annual retainer for non-employee directors must be at least two-thirds equity. The Company presently provides at least 82% of each director’s annual retainer in Company equity. Furthermore, consistent with our Corporate Governance Guidelines, director equity awards stipulate that shares of Company stock must continue to be held until the director retires from the Board or for one year after Board service ends for any reason other than ordinary Board retirement (at or after age 72), death, disability or a change in control of the Company.
Non-employee director compensation is assessed each year by the LDC Committee, based on input from its independent compensation consultant and taking into account compensation paid to non-employee directors at the companies in the same peer groups used for executive compensation purposes, as described above in the Compensation Discussion and Analysis under “Executive Compensation Determination Process—Benchmarking” starting on page 42. For compensation awarded in Fiscal 2024, this assessment took place in August 2023. Based on this assessment, the LDC Committee did not recommend, and the Board did not make, any changes to non-employee director compensation for Fiscal 2024. Each non-employee director who was a Board member during Fiscal 2024 received an annual retainer of $300,000 as of the date of the 2024 annual meeting, other than Mr. Carey, who retired from the Board upon the expiration of his term at the 2024 annual meeting, and Ms. Gooden, who stepped down from the Board at the expiration of her term at the 2024 annual meeting. The annual retainer was paid in the following manner:
•$245,000 in the form of deferred shares granted under the Omnibus Plan; and
•$55,000 in the form of cash or deferred stock units under the Directors Plan, at the election of the director.
The deferred shares and deferred stock units, together with dividend equivalents that accrue thereon, are payable in shares of the Company’s common stock following termination of Board service.
For Fiscal 2024, on the date of the 2024 annual meeting, the non-employee directors who served as Chairs of the Board committees also received the following amounts:
| | | | | |
| Committee | Chair Retainer Amount |
| Audit | $25,000 | |
| Finance | $20,000 | |
| LDC Committee | $20,000 | |
| NCG Committee | $20,000 | |
Board committee Chair retainers were payable in cash or deferred stock units under the Directors Plan, at the election of the director.
The Lead Director also receives an additional retainer of $80,000 in the form of cash or, at his election, deferred stock units under the Directors Plan. To meet the two-thirds equity requirement in the Corporate Governance Guidelines, the Lead Director must elect to receive at least 6.2% of the aggregate of his cash retainers in the form of deferred stock units under the Directors Plan, with the remainder paid in the form of cash or deferred stock units under the Directors Plan, at the election of the Lead Director. For Fiscal 2024, our Lead Director elected to receive 100% of his cash retainers in deferred stock units under the Directors Plan.
Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. A pro rata portion of annual director compensation is paid to directors who become Board members or Board committee chairs after the annual meeting as follows: 100% for appointments on or before the six-month anniversary of the annual meeting, 50% after the six-month but not later than the nine-month anniversary of the annual meeting, and 25% after the nine-month anniversary of the annual meeting. Mr. Hewett received a retainer of $10,000, which he elected to receive as deferred stock units, in connection with his appointment as Chair of the LDC Committee on January 29, 2024.
The Company maintains a program through which it will match up to $10,000 of charitable donations made by each director, including the Chair, for each calendar year. In addition, the Company will match up to $5,000 of any non-employee director’s contribution to the political action committee sponsored by the Company with a donation to a charitable organization of the director’s choice. The directors do not receive any financial benefit from these programs because the charitable deductions, to the extent permitted, accrue solely to the
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72 | The Home Depot 2025 Proxy Statement |
Company. Donations under the programs are not made to any charity from which the director (or a party related to the director) directly or indirectly receives compensation.
The following table sets forth the compensation paid to or earned during Fiscal 2024 by our non-employee directors who served during Fiscal 2024.
| | | | | | | | | | | | | | | | | |
| DIRECTOR COMPENSATION | |
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total
($) | |
| Gerard J. Arpey | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
| Ari Bousbib | 75,000 | | 244,709 | | 5,000 | | 324,709 | | |
| Jeffery H. Boyd | 75,000 | | 244,709 | | 5,000 | | 324,709 | | |
| Gregory D. Brenneman | 135,000 | | 244,709 | | 10,000 | | 389,709 | | |
| J. Frank Brown | 80,000 | | 244,709 | | — | | 324,709 | | |
Albert P. Carey(5) | — | | — | | 10,000 | | 10,000 | | |
Linda R. Gooden(6) | — | | — | | — | | — | | |
| Wayne M. Hewett | 85,000 | | 244,709 | | 12,500 | | 342,209 | | |
| Manuel Kadre | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
| Stephanie C. Linnartz | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
| Paula A. Santilli | 55,000 | | 244,709 | | — | | 299,709 | | |
| Caryn Seidman-Becker | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
(1)Fees earned or paid in cash vary because, in addition to the $55,000 annual retainer, they include retainers for Chair and Lead Director positions. Mr. Bousbib, Mr. Boyd, Mr. Brenneman, Mr. Brown, Mr. Carey, Mr. Kadre, Ms. Linnartz, Ms. Santilli and Ms. Seidman-Becker deferred 100% of their annual cash Board retainers under the Directors Plan, which retainers were converted into stock units that are payable in shares of Company common stock following termination of Board service. Mr. Bousbib, Mr. Boyd, Mr. Brown, and Mr. Hewett also deferred 100% of their committee Chair retainers, and Mr. Brenneman deferred 100% of his Lead Director retainer. Dividend equivalents are credited on stock units in the Directors Plan at the same rate, and at the same time, that dividends are paid to shareholders.
(2)Amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of awards granted to all non-employee directors noted in the table in Fiscal 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value of the deferred share award granted during Fiscal 2024 is set forth in the following table, computed in accordance with FASB ASC Topic 718 based on the closing stock price on the grant date. There were no deferred share forfeitures by the directors during Fiscal 2024.
| | | | | | | | |
| Grant Date | Shares (#) | Value ($) |
| 05/16/2024 | 714 | 244,709 |
(3)Except as otherwise indicated in the footnotes, our non-employee directors who served during Fiscal 2024 held the following outstanding equity as of the end of Fiscal 2024:
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The Home Depot 2025 Proxy Statement | 73 |
| | | | | | | | | | | | | | | | | | | | |
| Name | Restricted Stock | Deferred Shares | Deferred Stock Units | Shares Owned Outright | Shares Owned Indirectly | Total |
| Gerard J. Arpey | — | | 13,499 | | — | | 1,000 | | — | | 14,499 | |
| Ari Bousbib | — | | 86,399 | | 22,403 | | 10,000 | | — | | 118,802 | |
| Jeffery H. Boyd | — | | 11,071 | | 2,623 | | 10,000 | | 65 | | 23,759 | |
| Gregory D. Brenneman | 1,332 | | 104,672 | | 40,329 | | 45,000 | | 16,827 | | 208,161 | |
| J. Frank Brown | — | | 36,697 | | 8,949 | | 1,000 | | — | | 46,645 | |
Albert P. Carey(a) | — | | — | | — | | 35,524 | | — | | 35,524 | |
Linda R. Gooden(b) | — | | 12,736 | | — | | 1,695 | | — | | 14,431 | |
| Wayne M. Hewett | — | | 17,378 | | 2,176 | | 1,650 | | — | | 21,204 | |
| Manuel Kadre | — | | 7,058 | | 1,546 | | 3,000 | | — | | 11,604 | |
| Stephanie C. Linnartz | — | | 7,150 | | 1,566 | | 1,030 | | — | | 9,746 | |
| Paula A. Santilli | — | | 2,643 | | 586 | | 1,583 | | — | | 4,812 | |
| Caryn Seidman-Becker | — | | 2,643 | | 586 | | 1,500 | | — | | 4,729 | |
(a)Because Mr. Carey retired from the Board effective May 16, 2024, amounts reflect his ownership as of the date of his retirement.
(b)Amounts in this table for Ms. Gooden reflect deferred shares that will be distributed to her on the first anniversary of her departure from the Board. Because Ms. Gooden departed the Board effective May 16, 2024, amounts reflect her ownership as of the date of her departure.
(4)Amounts reported reflect matching charitable contributions.
(5)Mr. Carey retired from the Board upon the expiration of his term at the 2024 annual meeting.
(6)Ms. Gooden stepped down from the Board upon the expiration of her term at the 2024 annual meeting.
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74 | The Home Depot 2025 Proxy Statement |
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table shows the Company common stock beneficially owned, as of March 7, 2025, by our director nominees, the NEOs, and our executive officers, including all NEOs, and director nominees as a group. Except as otherwise noted, the beneficial owners listed have sole voting and investment power with respect to the shares shown. An asterisk (*) in the “Percent of Class” column indicates beneficial ownership of less than 1%. The percentage ownership is based on the number of shares of our common stock outstanding as of March 7, 2025.
| | | | | | | | | | | | | | |
| Name of Beneficial Owner | Total Beneficial Ownership(1) | | Deferred Shares/ Stock Units(2) | Percent
of Class |
| Edward P. Decker | 248,440 | | | 9,363 | | * |
| Gerard J. Arpey | 1,000 | | | 13,499 | | * |
| Ari Bousbib | 10,000 | | | 108,802 | | * |
| Jeffery H. Boyd | 10,065 | | (3) | 13,694 | | * |
| Gregory D. Brenneman | 63,159 | | (4) | 145,002 | | * |
| J. Frank Brown | 1,000 | | | 45,645 | | * |
| Wayne M. Hewett | 1,650 | | | 19,554 | | * |
| Manuel Kadre | 3,000 | | | 8,604 | | * |
| Stephanie C. Linnartz | 1,030 | | | 8,716 | | * |
| Paula A. Santilli | 1,583 | | | 3,229 | | * |
| Caryn Seidman-Becker | 1,500 | | | 3,229 | | * |
| Asha Sharma | — | | | — | | * |
| William D. Bastek | 46,493 | | | 972 | | * |
| Ann-Marie Campbell | 110,279 | | (5) | 6,076 | | * |
| Matthew A. Carey | 48,722 | |
| 6,751 | | * |
| Richard V. McPhail | 95,230 | | | 3,897 | | * |
| Teresa Wynn Roseborough | 27,523 | | (6) | 3,062 | | * |
| Director nominee and executive officers as a group (25 people) | 954,909 | | (7) | 421,293 | | 0.10 | % |
(1)Represents the number of shares beneficially owned, which includes equivalent shares credited under our FutureBuilder 401(k) Plan and restricted stock granted under the Omnibus Plan and the 1997 Plan. In addition, these amounts include shares subject to options exercisable within 60 days of March 7, 2025 as follows: Edward P. Decker – 133,023; William A. Bastek 25,033; Ann-Marie Campbell – 29,604; Matthew A. Carey – 23,694; Richard V. McPhail – 52,588; Teresa Wynn Roseborough – 6,936; and director nominees and executive officers as a group (25 people) – 400,896. Amounts in this column do not include shares to be received upon settlement of deferred stock units or deferred shares more than 60 days after March 7, 2025, which shares are reflected in the “Deferred Shares/Stock Units” column of the table. The deferred stock units and deferred shares have no voting rights. Our Insider Trading Policy prohibits pledging by Section 16 officers, including our executive officers, and directors, and none of our director nominees or executive officers has any such pledged shares. Consistent with the anti-hedging policy in our Insider Trading Policy discussed under “—Management of Compensation Related Risk” on page 51 in the Compensation Discussion and Analysis above, none of our directors or executive officers has entered into any hedging transactions with regard to his or her ownership of our common stock. (2)These amounts reflect deferred shares and deferred stock units granted under the Omnibus Plan, deferred stock units granted under the Directors Plan, and stock units granted under the THD Restoration Plan. None of these amounts are included in the Percent of Class.
(3)This amount includes 65 shares held by Brothers Brook LLC, of which Mr. Boyd is the Managing Director.
(4)This amount includes 16,827 shares held in trusts over which Mr. Brenneman has investment control.
(5)This amount includes 12,465 shares held by a charitable trust.
(6)This amount includes 60 shares held by a spouse.
(7)This amount includes the shares reflected in footnotes 3-6 above.
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The Home Depot 2025 Proxy Statement | 75 |
The following table contains information about the number of shares of our common stock held as of December 31, 2024 by persons we understand to be the beneficial owners of more than 5% of our outstanding common stock. The percentage ownership is based on the number of shares of our common stock outstanding as of March 7, 2025.
| | | | | | | | |
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent of Class |
The Vanguard Group, Inc.(1) 100 Vanguard Boulevard Malvern, PA 19355 | 94,458,737 | | 9.5 | % |
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001 | 71,124,615 | | 7.2 | % |
(1)Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group, Inc. reported that it has sole dispositive power as to 89,971,882 of these shares, shared dispositive power as to 4,486,855 of these shares, and shared voting power as to 1,334,805 of these shares.
(2)Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on January 26, 2024. BlackRock, Inc. reported that it has sole dispositive power as to all of these shares and sole voting power as to 63,680,228 of these shares.
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76 | The Home Depot 2025 Proxy Statement |
ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS
WHEN AND WHERE IS THE MEETING?
The 2025 Annual Meeting of Shareholders of the Company will be held on Thursday, May 22, 2025, at 9:00 a.m., Eastern Time. The Meeting will be held entirely online via live webcast at www.virtualshareholdermeeting.com/HD2025.
WHY ARE WE HAVING A VIRTUAL MEETING?
This year’s Meeting will be held in a virtual format only. Shareholders can participate from any geographic location with internet connectivity. We believe this approach facilitates shareholder attendance and participation and has allowed a greater number of questions from a broader group of shareholders to be asked and answered at the Meeting than in an in-person format. Please see below for detailed information on how to attend the Meeting, vote your shares, and submit questions.
HOW CAN I ATTEND THE MEETING?
Shareholders of record as of the close of business on March 24, 2025, the record date, or “street name” holders that hold a legal proxy, broker’s proxy card or voting information form provided by their bank, broker or nominee, can attend the Meeting by accessing www.virtualshareholdermeeting.com/HD2025 and entering the 16-digit control number included in their proxy materials. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.
If you do not have a 16-digit control number or you lose your control number, you may still attend the Meeting as a guest in listen-only mode. To attend as a guest, please access www.virtualshareholdermeeting.com/HD2025 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to ask questions or vote during the Meeting if you participate as a guest.
You may log into the Meeting beginning at 8:45 a.m., Eastern Time, on May 22, 2025. The Meeting will begin promptly at 9:00 a.m., Eastern Time. We recommend that you log in before the Meeting starts to allow time to check your internet connection, confirm your browser is up-to-date, and ensure you can hear the streaming audio. If you experience any technical difficulties accessing the Meeting or during the Meeting, please call the toll-free number that will be available on www.virtualshareholdermeeting.com/HD2025 for assistance. Beginning 15 minutes prior to the start of the Meeting, we will have technicians ready to assist you with any technical difficulties you may have. If there are any technical issues in convening or hosting the Meeting, we will promptly post information to our Investor Relations website at https://ir.homedepot.com/shareholder-services/annual-meeting, including information on when the Meeting will be reconvened.
Following the Meeting, a link to a replay of the Meeting will be posted to our Investor Relations website at https://ir.homedepot.com under “Events and Presentations.”
WHAT AM I VOTING ON?
You will be voting on the following items:
•Election to the Board of the 12 nominees named in this Proxy Statement to serve until the 2026 Annual Meeting of Shareholders;
•Ratification of the appointment of KPMG as the independent registered public accounting firm of the Company for Fiscal 2025;
•The Say-on-Pay vote;
•The three shareholder proposals described in this Proxy Statement, if properly presented; and
•Any other business properly brought before the Meeting.
The proponents of the shareholder proposals to be voted on at the Meeting will be provided with the opportunity to present their proposals by remote communications or similar means.
The Board recommends that you vote “For” each of the director nominees, the ratification of KPMG, and the Say-on-Pay vote.
The Board recommends that you vote “Against” each of the shareholder proposals.
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The Home Depot 2025 Proxy Statement | 77 |
WHO IS ENTITLED TO VOTE?
Holders of record of shares of the Company’s common stock as of the close of business on March 24, 2025, the record date for the Meeting, are entitled to vote. Each share of common stock is entitled to one vote on each matter presented for a vote of the shareholders. As of March 24, 2025, we had 993,928,163 shares of common stock outstanding.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
In order for us to conduct the Meeting, holders of a majority of our outstanding shares of common stock as of the close of business on March 24, 2025 must be present in person or by proxy. This is referred to as a quorum. Your shares are counted as present if you attend the Meeting and properly submit your vote online during the Meeting, or if you properly submit a proxy or voting instruction form over the Internet, by phone, by mail or by using your mobile device, as explained in more detail below. Abstentions and broker non-votes (as defined below) will be counted for purposes of establishing a quorum but will not affect the outcome of the vote on any proposal. If a quorum is not present at the Meeting, the Meeting may be adjourned from time to time until a quorum is present.
CAN I ASK QUESTIONS AT THE MEETING?
Yes. As part of the Meeting, consistent with our past practice, we will hold a question and answer session for holders of shares of the Company’s common stock as of the close of business on the record date for the Meeting, which will include questions submitted both live and prior to the Meeting. You may submit a question until the day before the Meeting at www.proxyvote.com after logging in with your 16-digit control number. Alternatively, you will be able to submit questions live during the Meeting by accessing the Meeting at www.virtualshareholdermeeting.com/HD2025 using your 16-digit control number.
Questions will be read at the Meeting by one of our representatives. Questions and answers may be grouped by topic and substantially similar questions may be answered once. To promote fairness and efficient use of resources, only one question may be asked per shareholder. Shareholder questions or comments are welcome, but we will only answer questions pertinent to Meeting matters, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Meeting matters and therefore will not be answered at the Meeting. Statements of advocacy that are not questions or do not relate to the business of the Meeting will not be addressed. In addition, we will not address comments or questions that are derogatory to individuals or otherwise in bad taste, related to personal grievances, or related to matters of individual concern that are not of interest to shareholders generally.
If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact The Home Depot Investor Relations department at [email protected]. WHO IS SOLICITING MY VOTE?
The Company is providing this Proxy Statement in connection with the solicitation by the Board of proxies to be voted at the Meeting and at any reconvened or rescheduled meeting following any adjournment or postponement of the Meeting.
HOW DO I VOTE BEFORE THE MEETING?
If you are a registered shareholder, which means you hold your shares in certificate form or through an account with our transfer agent, Computershare Trust Company, N.A., you have four options for voting before the Meeting:
•Over the Internet, at www.proxyvote.com, by following the instructions on the Notice or proxy card;
•By telephone, by dialing 1-800-690-6903;
•On your mobile device, by scanning the QR code on your Notice or proxy card; or
•By completing, dating, signing and returning a proxy card by mail.
If your valid proxy is received by Internet, telephone or mail, your shares will be voted at the Meeting in accordance with your instructions.
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78 | The Home Depot 2025 Proxy Statement |
If you are a beneficial holder, meaning you hold your shares in “street name” through an account with a bank or broker, your ability to vote over the Internet or by telephone depends on the voting procedures of your bank or broker. Please follow the directions on the voting instruction form that your bank or broker provides.
MAY I VOTE AT THE MEETING?
Yes. You may vote shares held directly in your name as the shareholder of record at the Meeting by entering the 16-digit control number found on your proxy card or Notice of Internet Availability when you log into the Meeting.
Shares held in “street name” through a brokerage account or by a broker, bank or other nominee may also be voted at the Meeting by entering the 16-digit control number found on your voter instruction form when you log into the Meeting.
Even if you plan to attend the Meeting, we recommend that you vote in advance, as described above under “How Do I Vote Before the Meeting?” so that your vote will be counted if you later decide not to attend the Meeting.
MAY I REVOKE MY PROXY AND/OR CHANGE MY VOTE?
Yes. You may revoke your proxy and/or change your vote by doing the following:
•Signing another proxy card with a later date and delivering it to us before the Meeting;
•Voting again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on May 21, 2025;
•Voting during the Meeting before the polls close using your 16-digit control number; or
•Notifying the Company’s Corporate Secretary in writing before the Meeting that you revoke your proxy.
HOW DO I VOTE IF I HOLD SHARES THROUGH THE FUTUREBUILDER OR FUTUREBUILDER FOR PUERTO RICO PLANS?
If you hold shares through one of the Company’s FutureBuilder and FutureBuilder for Puerto Rico plans, you may vote your shares over the Internet, by telephone, by mail or during the Meeting as if you are a registered shareholder, as described in this Proxy Statement. By voting, you are instructing the trustee of your plan to vote all of your shares as directed. If you do not vote, the shares credited to your account will be voted by the trustee in the same proportion that it votes shares in other accounts for which it received timely instructions. If, however, you hold shares through the self-directed brokerage window of your plan and you do not vote those shares, those shares will not be voted.
WHAT IF I SIGN AND RETURN MY PROXY BUT DO NOT PROVIDE VOTING INSTRUCTIONS?
Proxies that are signed, dated and returned but do not contain voting instructions will be voted:
•“For” the election of all of the 12 director nominees;
•“For” the ratification of the appointment of KPMG;
•“For” the Say-on-Pay vote;
•“Against” each shareholder proposal; and
•In accordance with the best judgment of the named proxies, on any other matters properly brought before the Meeting, subject to applicable SEC rules.
WILL MY SHARES BE VOTED IF I DO NOT PROVIDE A PROXY OR VOTING INSTRUCTION FORM?
If you are a registered shareholder and do not provide a proxy by voting over the Internet, by telephone or by signing and returning a proxy card, you must attend the Meeting in order to vote.
If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the NYSE. These rules allow banks and brokers to vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. On matters considered “non-routine,” banks and brokers may not vote shares without your instruction. Shares that banks and brokers are not authorized to vote are referred to as “broker non-votes.”
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The Home Depot 2025 Proxy Statement | 79 |
The ratification of KPMG as the Company’s independent registered public accounting firm for Fiscal 2025 is considered a routine matter. Accordingly, banks and brokers may vote shares on this proposal without your instructions, and there will be no broker non-votes with respect to this proposal.
The other proposals will be considered non-routine, and banks and brokers therefore cannot vote shares on those proposals without your instructions. Please note that if you want your vote to be counted on those proposals, including the election of directors, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf with respect to those proposals.
HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS?
The following table provides information about the votes needed to approve each proposal. A “majority of votes cast” means the number of “For” votes exceeds the number of “Against” votes.
| | | | | | | | | | | | | | | | | |
Items of Business | Board
Recommendation | Voting Approval Standard | Effect of Abstention | Effect of Broker Non-Vote |
| 1. | Election of 12 directors | For each director nominee | Majority of votes cast | None | None |
| 2. | Ratification of KPMG | For | Majority of votes cast | None | Not applicable |
| 3. | Say-on-Pay | For | Majority of votes cast | None | None |
4.-6. | Shareholder proposals | Against each proposal | Majority of votes cast | None | None |
•Election of Directors: Each director nominee receiving a majority of votes cast will be elected as a director. If any incumbent director nominee does not receive a majority of votes cast, under Delaware law he or she would continue to serve on the Board until a successor is elected and qualified. However, our By-Laws provide that any incumbent director who fails to receive a majority of votes cast in an uncontested election must promptly tender his or her resignation to the Board for consideration. The NCG Committee will then recommend to the Board whether to accept or reject the resignation or to take any other action. The Board will act on that recommendation and publicly disclose its decision within 90 days following certification of election results. Any director who tenders his or her resignation will not participate in the NCG Committee’s recommendation or in the Board’s decision.
•Say-on-Pay: While this proposal is advisory in nature and not binding on the Company, our LDC Committee and Board will consider the voting results in formulating future executive compensation policy.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE, PROXY CARD OR VOTING INSTRUCTION FORM?
This means that your shares are registered in different names or are held in more than one account. To ensure that all shares are voted, please vote each account over the Internet or by telephone, or sign and return by mail all proxy cards and voting instruction forms. If you are the shareholder of record, we encourage you to register all shares in the same name and address by contacting our transfer agent, Computershare Trust Company, N.A., at 1-800-577-0177. If you hold your shares through an account with a bank or broker, you should contact your bank or broker and request consolidation.
WHY DID SOME SHAREHOLDERS RECEIVE A NOTICE WHILE OTHERS RECEIVED A PRINTED SET OF PROXY MATERIALS?
We are allowed to furnish our proxy materials to requesting shareholders over the Internet, rather than by mailing printed copies, so long as we send them a “Notice of Internet Availability of Proxy Materials.” The Notice tells shareholders how to access and review the Proxy Statement and 2024 Annual Report online and how to vote. Using this method of proxy delivery expedites the receipt of proxy materials by our shareholders, reduces the cost of printing and mailing the full set of proxy materials, and helps us contribute to sustainable practices. If you receive the Notice and would like to receive printed proxy materials, follow the instructions in the Notice. If you receive printed proxy materials, you will not receive the Notice, but you may still access our proxy materials and submit your proxy over the Internet at www.proxyvote.com.
AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT TO SHAREHOLDERS
Only one copy of the Notice or this Proxy Statement and one copy of the 2024 Annual Report is being delivered to shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders at that address. Shareholders sharing an address who wish to receive
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80 | The Home Depot 2025 Proxy Statement |
separate copies of the Notice or this Proxy Statement and the 2024 Annual Report, or who wish to begin receiving a single copy of such materials, may make such request as follows:
•If you are a registered shareholder, by writing to Broadridge Investor Communication Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by calling 1-866-540-7095; or
•If you are a beneficial owner, by contacting your broker, dealer, bank, voting trustee or other nominee.
Registered shareholders sharing an address who elect to receive a single copy of the Notice or this Proxy Statement and the 2024 Annual Report will continue to receive separate proxy cards.
You may also elect to receive the Notice or this Proxy Statement and the 2024 Annual Report via e-mail by contacting Broadridge if you are a registered shareholder, by contacting your bank or broker if you are a beneficial owner, or by visiting our Investor Relations website at https://ir.homedepot.com under “Shareholder Services > Electronic Delivery of Proxy Materials.”
Additional copies of this Proxy Statement and the 2024 Annual Report will be provided without charge to shareholders upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, or by calling (770) 384-2871. Copies may also be obtained via the Internet at https://ir.homedepot.com under “Financial Reports.”
WILL YOU MAKE A LIST OF SHAREHOLDERS ENTITLED TO VOTE AT THE MEETING AVAILABLE?
We will make available a list of shareholders of record as of the record date for inspection by shareholders for any purpose germane to the Meeting from May 12, 2025 through May 21, 2025 at the principal office of the Company at 2455 Paces Ferry Road, Atlanta, Georgia 30339.
WHERE AND WHEN WILL I BE ABLE TO FIND THE VOTING RESULTS?
You can find the official results of the voting at the Meeting in our Current Report on Form 8-K that we will file with the SEC within four business days after the Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
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The Home Depot 2025 Proxy Statement | 81 |
FORWARD-LOOKING STATEMENTS
Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, including statements regarding our performance, estimates, expectations, beliefs, intentions, projections, strategies for the future, or other events or developments in the future may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events, and use words such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “believe,” “expect,” “target,” "prospects,” “potential,” “commit” and "forecast,” or words of similar import or meaning or refer to future time periods.
Forward-looking statements may relate to, among other things, the demand for our products and services, including as a result of macroeconomic conditions and changing customer preferences and expectations; net sales growth; comparable sales; the effects of competition; our brand and reputation; implementation of interconnected retail, store, supply chain, technology, innovation and other strategic initiatives, including with respect to real estate; inventory and in-stock positions; the state of the economy; the state of the housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans, and consumer credit; the impact of tariffs; issues related to the payment methods we accept; demand for credit offerings, including trade credit; management of relationships with our associates, jobseekers, suppliers and service providers; cost and availability of labor; costs of fuel and other energy sources; events that could disrupt our business, supply chain, technology infrastructure, or demand for our products and services, such as international trade disputes, natural disasters, climate change, public health issues, cybersecurity events, labor disputes, geopolitical conflicts, military conflicts or acts of war; our ability to maintain a safe and secure store environment; our ability to address expectations regarding sustainability and human capital management matters and meet related goals; continuation or suspension of share repurchases; net earnings performance; earnings per share; future dividends; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; changes in interest rates; changes in foreign currency exchange rates; commodity or other price inflation and deflation; our ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation, including compliance with related settlements; the challenges of operating in international markets; the adequacy of insurance coverage; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of legal and regulatory changes, including executive orders and other administrative or legislative actions, such as changes to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired companies, including SRS, on our organization and the ability to recognize the anticipated benefits of any acquisitions.
These statements are not guarantees of future performance and are subject to future events, risks and uncertainties — many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us — as well as potentially inaccurate assumptions that could cause actual results to differ materially from our historical experience and our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. Risk Factors and elsewhere in the 2024 Form 10-K and also as described from time to time in reports subsequently filed with the SEC. There also may be other factors that we cannot anticipate or that are not described herein or therein, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the SEC and in our other public statements.
SHAREHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING
Proposals to Be Included in Next Year’s Proxy Statement
To be considered for inclusion in next year’s Proxy Statement and form of proxy and acted upon at the 2026 Annual Meeting of Shareholders, proposals by shareholders for business other than director nominations must be submitted in writing not less than 120 calendar days (December 8, 2025) prior to the anniversary of the date this 2025 Proxy Statement was first sent to shareholders and must comply with the other
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requirements of SEC Rule 14a-8. Director nominations to be considered for inclusion in next year’s Proxy Statement and form of proxy and acted upon at the 2026 Annual Meeting of Shareholders must be received no earlier than 150 calendar days (November 8, 2025) and no later than 120 calendar days (December 8, 2025) prior to the anniversary of the date this 2025 Proxy Statement was first sent to shareholders and must comply with the other requirements of our By-Laws. However, if next year’s annual meeting is to be held more than 30 days before or 30 days after the anniversary of this year’s annual meeting, notice of the nomination must be received no earlier than 150 days and no later than 120 days prior to next year’s annual meeting date or, if the first public announcement of the date is less than 130 days prior to the date of such annual meeting, by the tenth day following the Company’s public announcement of next year’s annual meeting date.
Proposals Not to Be Included in Next Year’s Proxy Statement
Our By-Laws also establish advance notice procedures with regard to shareholder proposals or director nominations that are not submitted for inclusion in the Proxy Statement but that a shareholder instead wishes to present directly at the 2026 Annual Meeting of Shareholders. For all proposals of business other than director nominations to be considered at next year’s annual meeting but not included in the Proxy Statement, notice must be received no earlier than 120 calendar days (January 22, 2026) and no later than 90 calendar days (February 21, 2026) prior to the anniversary of the Meeting. However, if next year’s annual meeting is to be held more than 30 days before or 70 days after the anniversary of the Meeting, notice of the proposal must be received no earlier than 120 days and no later than 90 days prior to next year’s annual meeting date, or by the tenth day following the Company’s public announcement of next year’s annual meeting date.
A formal nomination by a shareholder of a candidate for election as a director to be considered at next year’s annual meeting but not included in the Proxy Statement must be in writing and received by our Corporate Secretary no earlier than 90 calendar days (February 21, 2026) and no later than 60 calendar days (March 23, 2026) prior to the anniversary of the Meeting. However, if next year’s annual meeting is to be held more than 30 days before or 70 days after the anniversary of the Meeting, notice of the nomination must be received no earlier than 90 days and no later than 60 days prior to next year’s annual meeting date, or by the tenth day following the Company’s public announcement of next year’s annual meeting date.
Further, to comply with the SEC’s universal proxy rules and our current By-Laws, if a shareholder intends to solicit proxies in support of director nominees submitted under these advance notice provisions, then we must receive proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act no later than March 23, 2026 (or, if the 2026 Annual Meeting of Shareholders is called for a date that is not within 30 calendar days of the anniversary of the date of the Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2026 Annual Meeting of Shareholders or by the close of business on the 10th calendar day following the day on which public announcement of the date of the 2026 Annual Meeting of Shareholders is first made). The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements under our By-Laws as described above.
General Requirements
Each proposal submitted must be a proper subject for shareholder action at the meeting, and all proposals and nominations must comply with the requirements of our By-Laws. All proposals and nominations must be submitted to: Corporate Secretary, The Home Depot, Inc., 2455 Paces Ferry Road, Building C-22, Atlanta, Georgia 30339, or by email to [email protected]. The shareholder proponent must appear at the meeting to present the proposal or nomination or send a qualified representative to present such proposal or nomination. If a shareholder gives notice after the applicable deadlines or otherwise does not satisfy the relevant requirements of SEC Rule 14a-8, Rule 14a-19, or our By-Laws, the shareholder will not be permitted to present the proposal or nomination for a vote at the meeting. OTHER PROPOSED ACTIONS
We do not know of any matters to be acted upon at the Meeting other than those discussed in this Proxy Statement. If any other items or matters are properly presented before the Meeting, the proxy holders will vote on such matters in their discretion. A proxy granted by a shareholder will give discretionary authority to the proxy holders to vote on any matters introduced pursuant to these procedures, subject to applicable SEC rules.
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The Home Depot 2025 Proxy Statement | 83 |
SOLICITATION OF PROXIES
The Company is paying the full costs of the solicitation of proxies. Proxies may be solicited on behalf of the Board by mail, telephone, other electronic means or in person. D.F. King & Co., Inc. has been retained to assist in soliciting proxies at a fee of $22,500, plus expenses. We will also reimburse the expenses of brokers, nominees and fiduciaries who send proxies and proxy materials to our shareholders. Additionally, some of our directors, officers or associates may solicit shareholders by mail, telephone, other electronic means or in person. None of these persons will receive any additional or special compensation for doing so.
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84 | The Home Depot 2025 Proxy Statement |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted diluted earnings per share and return on invested capital (ROIC) are presented as supplemental financial measures in the evaluation of our business that are not required by or presented in accordance with GAAP. These non-GAAP measures should not be considered in isolation or as a substitute for its comparable GAAP financial measure. Investors should rely primarily on our GAAP results and use these non-GAAP financial measures only supplementally in making investment decisions. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness as comparative measures.
Adjusted Diluted Earnings Per Share
Adjusted diluted earnings per share excludes the impact of amortization expense from acquired intangible assets, including the related tax effects, from adjusted diluted earnings per share. We do not adjust for the revenue that is generated in part from the use of our acquired intangible assets. Amortization expense, unlike the related revenue, is not affected by operations in any particular period unless an intangible asset becomes impaired, or the useful life of an intangible asset is revised.
When used in conjunction with our GAAP results, we believe this non-GAAP measure provides investors with a meaningful supplemental measure of our performance period to period, makes it easier for investors to compare our underlying business performance to peers, and aligns to how management analyzes trends and evaluates performance internally. The Company provides non-GAAP financial information on this basis to facilitate comparability when we report earnings results.
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RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE |
| Fiscal | Fiscal | |
per share amounts | 2024(1) | 2023 | % Change |
Diluted earnings per share (GAAP) | $ | 14.91 | | $ | 15.11 | | (1.3) | % |
Impact of acquired intangible asset | 0.43 | | 0.19 | | |
Income tax impact of non-GAAP adjustment(2) | (0.10) | | (0.05) | | |
Adjusted diluted earnings per share (Non-GAAP) | $ | 15.24 | | $ | 15.25 | | (0.1) | % |
(1)Fiscal 2024 includes 53 weeks. The 53rd week of Fiscal 2024 increased adjusted diluted earnings per share by approximately $0.30.
(2)Calculated as the per share impact of acquired intangible asset amortization multiplied by the Company’s effective tax rate for the period.
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The Home Depot 2025 Proxy Statement | 85 |
Return on Invested Capital
We believe ROIC is meaningful for management, investors and ratings agencies because it measures how effectively we deploy our capital base. ROIC is a non-GAAP profitability measure, not a measure of financial performance under GAAP. We define ROIC as net operating profit after tax (“NOPAT”), a non-GAAP financial measure, for the most recent 12-month period, divided by average debt and equity. We define NOPAT as operating income for the trailing 12 months less income taxes calculated using the effective tax rate for that period. We define average debt and equity as the average of beginning and ending long-term debt (including current installments) and equity for the most recent 12-month period.
The following table presents the calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP financial measure):
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RECONCILIATION OF RETURN ON INVESTED CAPITAL |
| Fiscal | Fiscal |
dollars in millions | 2024(1)(2) | 2023 |
Net Earnings | $ | 14,806 | | $ | 15,143 | |
Interest and other, net | 2,120 | | 1,765 | |
Provision for income taxes | 4,600 | | 4,781 | |
Operating income | 21,526 | | 21,689 | |
Income tax adjustment(3) | (5,102) | | (5,205) | |
NOPAT | $ | 16,424 | | $ | 16,484 | |
Average debt and equity | $ | 52,431 | | $ | 44,955 | |
ROIC | 31.3 | % | 36.7 | % |
(1)Fiscal 2024 includes 53 weeks.
(2)Fiscal 2024 only includes operating results for SRS since the acquisition date of June 18, 2024, consistent with our consolidated financial statements.
(3)Income tax adjustment is defined as operating income multiplied by our effective tax rate for the trailing 12 months.
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86 | The Home Depot 2025 Proxy Statement |
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THE HOME DEPOT, INC. STORE SUPPORT CENTER BUILDING 2455 PACES FERRY ROAD ATLANTA, GA 30339-4024 | |
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| VOTE BY INTERNET |
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above |
| Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Use your 16-digit control number to access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
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During The Meeting - Go to www.virtualshareholdermeeting.com/HD2025 |
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| You may attend the meeting via the Internet and vote during the meeting. Use your 16-digit control number to access the website and follow the instructions. |
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| VOTE BY PHONE - 1-800-690-6903 |
| Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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| VOTE BY MAIL |
| Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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| ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS |
| If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. |
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| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | |
| V67047-P27007 | | KEEP THIS PORTION FOR YOUR RECORDS |
| | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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| THE HOME DEPOT, INC. | | | | | | | | | |
| The Board of Directors recommends a vote FOR all director nominees. | | | | | | | | |
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| 1. | Election of Directors | For | Against | Abstain | | | | | | |
| | 1a. Gerard J. Arpey | ☐ | ☐ | ☐ | | The Board of Directors recommends a vote FOR Proposals 2-3. | For | Against | Abstain | |
| | 1b. Ari Bousbib | ☐ | ☐ | ☐ | | 2. | Ratification of the Appointment of KPMG LLP | ☐ | ☐ | ☐ | |
| | 1c. Jeffery H. Boyd | ☐ | ☐ | ☐ | | 3. | Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) | ☐ | ☐ | ☐ | |
| | 1d. Gregory D. Brenneman | ☐ | ☐ | ☐ | | | | | | | |
| | 1e. J. Frank Brown | ☐ | ☐ | ☐ | | The Board of Directors recommends a vote AGAINST Proposals 4-6. | For | Against | Abstain | |
| | 1f. Edward P. Decker | ☐ | ☐ | ☐ | | 4. | Shareholder Proposal Regarding Independent Board Chair | ☐ | ☐ | ☐ | |
| | 1g. Wayne M. Hewett | ☐ | ☐ | ☐ | | 5. | Shareholder Proposal Regarding Biodiversity Impact and Dependency Assessment | ☐ | ☐ | ☐ | |
| | 1h. Manuel Kadre | ☐ | ☐ | ☐ | | 6. | Shareholder Proposal Regarding Report on Packaging Policies for Plastics | ☐ | ☐ | ☐ | |
| | 1i. Stephanie C. Linnartz | ☐ | ☐ | ☐ | | | | | | | |
| | 1j. Paula A. Santilli | ☐ | ☐ | ☐ | | | | | | | |
| | 1k. Caryn Seidman-Becker | ☐ | ☐ | ☐ | | | | | | | |
| | 1l. Asha Sharma | ☐ | ☐ | ☐ | | | | | | | | |
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| Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | | | |
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| Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date | |
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INFORMATION ABOUT THE HOME DEPOT, INC. 2025 ANNUAL MEETING OF SHAREHOLDERS
The Company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit
www.virtualshareholdermeeting.com/HD2025 and be sure to have your 16-digit control number available.
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
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| TIME: | | WHO MAY VOTE: |
9:00 a.m., Eastern Time on Thursday, May 22, 2025 | | You may vote if you were a shareholder of record as of the close of business on March 24, 2025. |
| PLACE: | | |
Meeting live via the Internet. Please visit www.virtualshareholdermeeting.com/HD2025. | | ANNUAL MEETING MATERIALS: A copy of the Proxy Statement and our 2024 Annual Report are available at https://ir.homedepot.com under “Financial Reports.” |
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| | DATE OF MAILING: The Proxy Statement is first being mailed to shareholders on or about April 7, 2025. |
By Order of the Board of Directors
Teresa Wynn Roseborough, Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 22, 2025:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6 |
V67048-P27007 |
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| PROXY/VOTING INSTRUCTION |
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2025 |
| | The undersigned shareholder hereby appoints Edward P. Decker and Teresa Wynn Roseborough, and each of them individually, attorneys and proxies for the undersigned with full power of substitution, to act with respect to and to vote all shares which the undersigned is entitled to vote, with the powers the undersigned would possess if personally present, at the 2025 Annual Meeting of Shareholders of The Home Depot, Inc., to be held live via the Internet at www.virtualshareholdermeeting.com/HD2025, on Thursday, May 22, 2025, at 9:00 a.m., Eastern Time, and at any adjournments or postponements thereof, as directed on the reverse side with respect to the matters set forth on the reverse side, and with discretionary authority on all other matters that come before the meeting, all as more fully described in the Proxy Statement received by the undersigned shareholder. If no direction is made, the proxy will be voted: (a) “FOR” the election of the director nominees named on the reverse side, (b) in accordance with the recommendations of the Board of Directors on the other matters referred to on the reverse side and (c) in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting. Participants in the Company’s FutureBuilder and FutureBuilder for Puerto Rico plans may vote their proportionate share of The Home Depot, Inc. common stock held in the plan, by signing and returning this card, or by voting electronically. By doing so, you are instructing the trustee to vote all of the shares at the meeting and at any adjournments or postponements thereof, as you have indicated with respect to the matters referred to on the reverse side. If this card is signed and returned without voting instructions, you will be deemed to have instructed the plan trustee to vote the shares (a) “FOR” the election of the nominees named on the reverse side, (b) in accordance with the recommendations of the Board of Directors on the other matters referred to on the reverse side and (c) in the discretion of the plan trustee upon such other matters as may properly come before the Annual Meeting. If this card is not returned or is returned unsigned, shares will be voted by the plan trustee in the same proportion as the shares for which voting instructions are received from other participants in the plan. If, however, voting instructions are not provided and you participate in a self-directed brokerage window of a U.S. retirement plan, the shares will not be voted. | |
| | UNLESS VOTING ELECTRONICALLY OR BY PHONE, PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE. | |
