HOME DEPOT, INC. - DEF 14A - 20250407 - AUDIT_COMMITTEE
Each member of the Audit Committee is independent under SEC rules, the NYSE listing standards and the Director Independence Standards set forth in the Company’s Corporate Governance Guidelines. The Board has determined that Mr. Brown is an “audit committee financial expert,” as such term is defined in SEC rules.
The Audit Committee acts under a written charter, which sets forth its responsibilities and duties, as well as requirements for the Audit Committee’s composition and meetings. The Audit Committee charter 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 Audit Committee has completed the following:
•Reviewed and discussed the audited consolidated financial statements with the Company’s management and discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees;
•Received from KPMG the written communications required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s independence, discussed with KPMG its independence, and concluded that KPMG is independent from the Company and its management;
•After review and discussions with management and KPMG, recommended to the Board that the audited consolidated financial statements for the Company be included in the Company’s 2024 Form 10-K for filing with the SEC; and
•Reviewed and discussed the fees billed to the Company by KPMG for audit, audit-related, tax and all other services provided during Fiscal 2024, which are set forth below under “Independent Registered Public Accounting Firm’s Fees,” and determined that the provision of non-audit services is compatible with KPMG’s independence.
This report has been furnished by the current members of the Audit Committee:
• J. Frank Brown, Chair
• Ari Bousbib
• Wayne M. Hewett
• Manuel Kadre
• Stephanie C. Linnartz
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The Home Depot 2025 Proxy Statement | 27 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES
AUDIT AND OTHER FEES
The following table presents fees billed or expected to be billed for services rendered by KPMG during Fiscal 2024 and Fiscal 2023 (amounts in thousands):
| | | | | | | | |
| Fiscal 2024 | Fiscal 2023 |
| Audit Fees | $ | 8,688 | | $ | 7,425 | |
| Audit-Related Fees | $ | 270 | | $ | 260 | |
| Tax Fees | $ | — | | $ | 45 | |
| All Other Fees | $ | — | | $ | — | |
| Total Fees | $ | 8,958 | | $ | 7,730 | |
Audit fees consist of fees for the annual audit of the Company’s consolidated financial statements included in its Annual Report on Form 10-K, the annual audit of the Company’s internal control over financial reporting, the quarterly reviews of the Company’s consolidated financial statements included in its Quarterly Reports on Form 10-Q, services related to other regulatory filings made with the SEC, comfort letters, and statutory audits of certain subsidiaries. The increase in audit fees in Fiscal 2024 relates to the SRS acquisition.
Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the consolidated financial statements but are not reported in the prior paragraph. These fees are also related to the Company’s employee benefit plan audits.
Tax fees for Fiscal 2023 consist of fees of $37,000 for tax compliance and preparation services and $8,000 for tax planning, advisory and consulting services. There were no tax fees for Fiscal 2024.
PRE-APPROVAL POLICY AND PROCEDURES
The Audit Committee has adopted a policy regarding the retention of the independent registered public accounting firm that requires pre-approval of all services by the Audit Committee or by the Chair of the Audit Committee. Prior to the engagement of our independent registered public accounting firm, our Audit Committee pre-approves the above-described services by category of service and maximum amount of fees per category. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval or for services in excess of the originally pre-approved amount. In those instances, our Audit Committee requires that we obtain specific pre-approval for those services. If pre-approval is required between Audit Committee meetings, the Chair of the Audit Committee may pre-approve the services, provided that notice of such pre-approval is given to the other members of the Audit Committee and presented to the Audit Committee at its next regularly scheduled meeting. All services provided by KPMG in Fiscal 2024 and Fiscal 2023 were pre-approved by the Audit Committee.
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28 | The Home Depot 2025 Proxy Statement |
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (ITEM 3 ON THE PROXY CARD)
