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Executive Compensation Clawback Policy |
The Company maintains an Executive Compensation Clawback Policy, which is administered by the LDC Committee. The policy applies to current and former executive officers of the Company, including the NEOs, and includes a mandatory clawback that complies with the applicable listing standards of the NYSE and Rule 10D-1 of the Exchange Act. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, it is the Company’s policy to recover erroneously awarded incentive-based compensation received by its executive officers, with certain limited exceptions permitted under the NYSE listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. The Executive Compensation Clawback Policy also contains discretionary clawback requirements, which apply to the extent not superseded by the mandatory clawback. Under the discretionary requirements, the Company will seek to recover, as it deems appropriate and to the extent permitted by law, any bonus, incentive payment, equity award, or other compensation awarded to or received by a covered executive if the LDC Committee determines that (i) the compensation was based on financial results or operating metrics that were satisfied as a result of the officer’s knowing or intentional fraudulent or illegal conduct, or (ii) the covered executive engaged in intentional misconduct (as determined by the LDC Committee in its sole discretion) that caused the Company material financial or reputational harm. The Executive Compensation Clawback Policy is set forth in an exhibit to our Corporate Governance Guidelines. |
Insider Trading Policies and Procedures |
The Company has an Insider Trading Policy governing the purchase, sale and certain other dispositions of our securities by directors, officers, other associates, and certain other persons and entities that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards. The Insider Trading Policy also addresses trading by the Company in our securities and sets forth procedures related to the repurchase of securities by the Company. A copy of the policy was filed as Exhibit 19.1 to our 2024 Form 10-K.
DIRECTOR INDEPENDENCE
The Director Independence Standards in our Corporate Governance Guidelines, which are available on the Company’s Investor Relations website at https://ir.homedepot.com under “Corporate Governance > Overview,” exceed the independence standards adopted by the NYSE. In early 2025, pursuant to the Corporate Governance Guidelines, the Board and the NCG Committee reviewed the independence of each current director. The Board and NCG Committee also reviewed the independence of Ms. Sharma prior to her nomination. During this review, the Board and the NCG Committee considered all relevant facts and circumstances related to transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine whether any such relationship or transaction would prohibit a director from being independent under SEC rules, NYSE listing standards, or the Company’s Director Independence Standards.
Based on this review and the recommendation of the NCG Committee, the Board affirmatively determined that all of our current directors and Ms. Sharma, our new director nominee, are independent except Edward P. Decker, our Chair, President and CEO.
The Company has purchase, sale and other transactions and relationships in the normal course of business with companies with which certain Company directors are associated but which our Board determined are not material to our Company, the directors or the companies with which the directors are associated. These transactions were reviewed and considered by the Board and the NCG Committee in determining the independence of Company directors. In particular, the Board and the NCG Committee took into account the following transactions in its analysis:
•Mr. Brenneman serves as Executive Chairman of CCMP Capital Advisors, LP, which manages funds that have or in Fiscal 2024 had an equity interest in: (1) BGIS, from which we purchased facilities management services and which purchased MRO products from us; (2) RealTruck, from which we purchased automotive equipment; and (3) Shoes for Crews, from which we purchased footwear. In Fiscal
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The Home Depot 2025 Proxy Statement | 11 |
2024, Mr. Brenneman served as a member of the board of directors of BGIS, but he did not serve as a director or officer of RealTruck or Shoes for Crews.
•In Fiscal 2024, Ms. Linnartz served as President, Chief Executive Officer, and a member of the Board of Directors of Under Armour, Inc., from which we purchased apparel.
•Ms. Santilli serves as Chief Executive Officer, Latin America Foods of PepsiCo, Inc., from which we purchased food and beverage products and which purchased MRO products from us.
•Ms. Seidman-Becker serves as Chair and Chief Executive Officer of CLEAR Secure, Inc., from which we purchased identity verification and travel-related services.
•Ms. Sharma serves as Corporate Vice President and Head of Product, AI Platform of Microsoft, from which we purchased software and technology products and services and which purchased MRO products from us.
In each instance described above, the amount of payments made and received by each entity represented an immaterial percentage of the Company’s and the other entity’s revenues. The Board and the NCG Committee believe that all of the transactions and relationships described above were on arm’s-length terms that were reasonable and competitive and that the directors did not participate in or receive any direct personal benefit from these transactions.
RELATED PERSON TRANSACTIONS
The Company has adopted a written policy requiring reasonable prior review and approval by the NCG Committee of all “Related Person Transactions.” These are transactions in which the Company is a participant, the amount involved exceeds $120,000, and a director, executive officer, or holder of more than 5% of our common stock has a direct or indirect material interest.
Under our Related Person Transaction Policy, our General Counsel has primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a proposed or existing transaction. To help identify Related Person Transactions, each director and executive officer completes a questionnaire that requires the disclosure of any transaction that the person, any member of his or her immediate family, or any entity with which he or she is affiliated has or will have with the Company. Our General Counsel also conducts an investigation that includes a review of the Company’s financial systems to determine if a director or executive officer, or a company with which he or she is affiliated, engaged in transactions with the Company during the fiscal year. Additionally, the Company’s Business Code of Conduct and Ethics, Corporate Governance Guidelines and conflict of interest policies require that all associates and directors promptly disclose all conflicts or potential conflicts of interest.
If the General Counsel determines that the related person would have a direct or indirect material interest in the transaction, the General Counsel must present the transaction to the NCG Committee for review. The NCG Committee must then either approve or reject the transaction in accordance with the terms of the policy. When making this determination, the NCG Committee must consider all relevant information available and, as appropriate, take into consideration the following:
•Whether the transaction was undertaken in the ordinary course of business of the Company;
•Whether the transaction was initiated by the Company or the related person;
•Whether the transaction contains terms no less favorable to the Company than terms that could have been reached with an unrelated third party;
•The purpose of the transaction and its potential benefits to the Company;
•The approximate dollar value of the transaction, particularly as it involves the related person;
•The related person’s interest in the transaction; and
•Any other information regarding the related person’s interest in the transaction that would be material to investors under the circumstances.
The NCG Committee may only approve the transaction if it determines that the transaction is reasonable, on competitive terms, and fair to the Company and not inconsistent with the best interests of the Company as a
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12 | The Home Depot 2025 Proxy Statement |
whole. Further, in approving any such transaction, the NCG Committee has the authority to impose any terms or conditions it deems appropriate on the Company or the related person.
If review of a Related Person Transaction is required between NCG Committee meetings, and it is determined that approval of a Related Person Transaction by the entire NCG Committee prior to consummation or effectiveness of the transaction is impracticable under the circumstances, the Chair of the NCG Committee will review and may approve the transaction at his or her discretion. The Chair of the NCG Committee must report that transaction to the NCG Committee at its next regularly scheduled meeting, including the rationale for approving the transaction prior to committee review. Transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s Proxy Statement. There were no Related Person Transactions since the beginning of Fiscal 2024 requiring disclosure in this Proxy Statement.
SELECTING NOMINEES TO THE BOARD OF DIRECTORS
The NCG Committee is responsible for considering candidates for the Board and recommending director nominees to the Board. All members of the NCG Committee have been determined to be independent by the Board pursuant to SEC rules, NYSE listing standards and the Company’s Director Independence Standards.
The NCG Committee considers a diverse slate of candidates for nomination to the Board from a variety of sources. Current members of the Board are considered for re-election unless they have notified the Company that they do not wish to stand for re-election and provided they have not reached age 72 by the calendar year-end immediately preceding the Company’s next annual meeting of shareholders. The NCG Committee may also consider candidates recommended by current members of the Board, members of management, and shareholders, as discussed below under “Director Candidates Recommended by Shareholders.”
From time to time, the NCG Committee engages independent search firms to assist in identifying potential Board candidates. Services provided by the search firms include identifying and assessing potential director candidates, ensuring candidates meet criteria established by the NCG Committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member. During Fiscal 2024, the NCG Committee engaged a third-party search firm to assist it in identifying and assessing potential director candidates. Ms. Sharma, who has been nominated for election as a director at the Meeting, was recommended by this third-party search firm.
The NCG Committee evaluates all candidates, regardless of who recommended a candidate, based on the same criteria. The criteria and the process by which director nominees are considered and selected are discussed further below under “Election of Directors.”
DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS
The NCG Committee will consider candidates recommended by a shareholder (or group of shareholders) who own(s) at least 1% of the Company’s outstanding shares of common stock and who has held such shares for at least one year as of the date of the recommendation. If the shareholder does not meet these requirements, the NCG Committee may, but is not obligated to, evaluate the candidate and consider him or her for nomination to the Board. A shareholder wishing to recommend a candidate must submit the following documents to the Corporate Secretary, The Home Depot, Inc., 2455 Paces Ferry Road, Building C-22, Atlanta, Georgia 30339 not less than 120 calendar days prior to the anniversary of the date on which the Company’s Proxy Statement was released to shareholders in connection with the previous year’s annual meeting of shareholders:
•A recommendation that identifies the candidate and provides contact information for that candidate;
•The written consent of the candidate to serve as a director of the Company, if elected; and
•Documentation establishing that the shareholder making the recommendation meets the ownership requirements set forth above.
If the candidate is to be evaluated by the NCG Committee, the Corporate Secretary will request from the candidate a detailed résumé, an autobiographical statement explaining the candidate’s interest in serving as a director of the Company, a completed statement regarding conflicts of interest, and a waiver of liability for a
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background check. These documents must be received from the candidate before the first day of February preceding the annual meeting of shareholders.
COMMUNICATING WITH THE BOARD
Shareholders and others who are interested in communicating directly with the Board, our Lead Director, or other independent directors, including those wishing to express concerns relating to accounting, internal controls, audit matters, fraud or unethical behavior, may do so by e-mail at [email protected] or by writing to the directors at the following address: [Name of Director or Directors]
c/o Corporate Secretary
The Home Depot, Inc.
2455 Paces Ferry Road
Building C-22
Atlanta, Georgia 30339
The Corporate Secretary reviews and provides the Board and the NCG Committee with a summary of all such communications and a copy of any correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or the standing committees of the Board or that otherwise requires the attention of the Board and the NCG Committee. Correspondence relating to accounting, internal controls or auditing matters is brought to the attention of the Company’s internal audit department and, if appropriate, to the Audit Committee. All such communications are treated confidentially.
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14 | The Home Depot 2025 Proxy Statement |
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The Board is elected annually by shareholders to oversee the long-term health and the overall success and financial strength of the Company’s business. The NCG Committee is responsible for considering candidates for the Board and recommending director nominees for the Board.
DIRECTOR CRITERIA AND QUALIFICATIONS
The NCG Committee, when considering the composition of our Board, focuses on ensuring that our directors collectively possess the breadth of expertise and experience appropriate for a retailer of our size and geographic scope. The Company is the world’s largest home improvement retailer, with 2,347 stores and over 780 branches in the United States, Canada and Mexico as of the end of Fiscal 2024. Our business involves all facets of retail, including merchandising, supply chain, finance, real estate, human capital management, IT and cybersecurity, e-commerce, strategic management, marketing and communications, international commerce, sustainability, and corporate governance. The NCG Committee evaluates each director candidate on the basis of the length, breadth and quality of the candidate’s business experience, the applicability of the candidate’s skills and experience to the Company’s business and strategic direction, the perspectives that the candidate would bring to the Board, the candidate’s ability to devote sufficient time to the Board and any committee service, and the personality or “fit” of the candidate with our culture, existing members of the Board, and management.
The NCG Committee seeks directors who:
•Demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision, and our servant leadership mindset;
•Are prepared to represent the best interests of all Company shareholders and not just one particular constituency;
•Demonstrate a record of professional accomplishment in his or her chosen field; and
•Are prepared and able to participate fully in Board activities, including membership on at least two committees.
BOARD COMPOSITION AND REFRESHMENT
We routinely assess the composition of the Board and aim to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board and the fresh ideas and perspective that can come from adding new members. We also consider the complement of relevant skills and experience on the Board as our business changes and expands.
The Board and the NCG Committee recognize the importance of selecting directors from varied backgrounds with a wide array of personal and professional experiences to ensure that the Board as a whole has a breadth of perspectives to better inform its decisions and make our business stronger and more innovative to keep pace with a rapidly changing marketplace. Accordingly, the NCG Committee is committed to including candidates with varied backgrounds in each director search, including but not limited to demographic diversity, as outlined in our Policy on the Consideration and Evaluation of Board Candidates, available on our Investor Relations website at https://ir.homedepot.com under “Corporate Governance > Overview.” The NCG Committee assesses the composition of the Board at least once a year and more frequently as needed, particularly when considering potential new candidates.
Our directors have a rich array of experiences and a balance of tenure and demographics, which provides our Board with an effective mix of perspectives. The retail landscape has rapidly evolved over the past decade and continues to change and develop. We believe that Board succession planning and refreshment are important as the Company’s business strategy continues to evolve. We have included one new nominee, Ms. Sharma, who further strengthens the Board’s experience relating to technology and operational excellence, for election at the Meeting. Taking into account Ms. Sharma’s nomination, in the past three years, we have added three new independent directors, while in the past seven years, we have added five new independent directors. Collectively, these directors have added to the skills and experience of our Board and its ability to support the Company’s business and the creation of long-term shareholder value, including through the
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addition of directors with first-hand experience building an interconnected experience for their own companies’ customers.
The average tenure of our director nominees is 9.1 years. We remain committed to ongoing Board refreshment to support the evolution of our strategy.
We believe that we also benefit from having several seasoned directors, including our Lead Director, who are well-versed in the Company’s business and can help facilitate the transfer of institutional knowledge. Having a tenured Lead Director who has served with five of our CEOs and navigated several business cycles has proven extremely valuable, particularly as we have added new Board members and experienced senior management transitions. We believe the average tenure of our directors reflects the balance the Board seeks to achieve between different perspectives brought by long-serving and newer directors.
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16 | The Home Depot 2025 Proxy Statement |
2025 DIRECTOR NOMINEES
After evaluating the performance and experience of each of the current directors and the composition of the Board, the NCG Committee and the Board have recommended the election of all 11 of our current Board members, as well as one new independent director nominee, Ms. Sharma.
The tables and the detailed director nominee biographies below summarize the skills, qualifications and attributes of our director nominees that are important to us and depict how the composition of our nominees for the Board meets these needs.
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Skills, Qualifications and Attributes | | Relevance to The Home Depot |
| Retail/Merchandising | | Experience in the retail industry provides a relevant understanding of our business, strategy and marketplace dynamics. |
| Strategic Management | | Our Board regularly reviews and has input on our strategic plan, which guides our long-term business investments and objectives and our capital allocation. |
| Supply Chain | | Upstream and downstream supply chain structure and design, as well as last-mile offerings, are critical to our strategic initiatives and responsible sourcing. |
| Marketing/Communications | | Effective marketing and communications are critical to building customer loyalty, deepening customer engagement, and expanding market share. |
| E-Commerce | | E-commerce is an essential part of the Company’s strategy for growth of the business and optimization of our customer experience. |
| Real Estate | | Given our significant physical footprint, directors with real estate experience can provide insight on opportunities and managing our locations. |
| Human Capital Management | | With our significant associate population, directors with experience in organizational management and talent development provide key insights into developing and investing in our associates. |
IT | | We rely on technology to manage customer, associate and supplier data and deliver products and services to the market. |
| Data Protection/Cybersecurity | | The protection of customer, associate, corporate, and supplier data is of the utmost importance and will continue to grow in importance as we expand our technological capabilities. |
| International | | With global operations in several countries, international experience helps us understand opportunities and challenges. |
| Finance | | Our business involves complex financial transactions and reporting requirements. |
| Governance | | As a public company, we and our shareholders expect effective oversight and transparency. |
| CEO Experience | | The significant leadership experience that comes from a CEO role can provide insight on business operations, driving growth, and building and strengthening corporate culture. |
Sustainability | | We believe running a responsible, sustainable company makes our business stronger, more agile, and more resilient and helps us deliver industry-leading results. |
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Each of the 12 individuals nominated for election to the Board would hold office until the 2026 Annual Meeting of Shareholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, the Board may reduce the number of directors that serve on the Board or choose a substitute nominee in accordance with our By-Laws. If a nominee becomes unable to serve for good cause or is unwilling to serve, a substitute nominee is chosen, and you have already submitted your proxy, the proxy holders may vote your shares for the substitute nominee in their discretion.
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The 12 nominees for election to the Board are set forth below.
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GERARD J. ARPEY |
Director since: 2015 Age: 66 Committees: Nominating and Corporate Governance Finance | Mr. Arpey has been a partner in Emerald Creek Group, LLC, a private equity firm based in Southern California, since 2012. Mr. Arpey served as Chief Executive Officer of AMR Corporation, a global airline holding company, and its subsidiary American Airlines, from 2003 until his retirement in 2011. From 2004 through his retirement, he was also Chairman of the AMR Board of Directors. Mr. Arpey also previously served as American Airlines’ President and Chief Operating Officer, Senior Vice President of Finance and Planning, and Chief Financial Officer. Mr. Arpey currently serves on the board of directors of S. C. Johnson & Son, Inc., a privately-held company. He also serves as a trustee of the American Beacon Funds. Skills and Qualifications: Mr. Arpey brings to the Board extensive organizational management, strategic, financial, IT, governance, and international experience from his service as chairman, chief executive officer, and chief financial officer of one of the largest global airlines and service as a director of public and private companies. Other U.S. Public Company Board Memberships in Past Five Years: None |
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ARI BOUSBIB |
Director since: 2007 Age: 64 Committees: Audit Finance (Chair) | Mr. Bousbib serves as Chairman and Chief Executive Officer of IQVIA Holdings Inc., a leading global provider of advanced analytics, technology solutions and contracted research services to the life sciences industry. He assumed this position in October 2016 following the merger of IMS Health Holdings, Inc. (“IMS Holdings”) and Quintiles Transnational Holdings, Inc. From 2010 to October 2016, Mr. Bousbib served as Chairman and Chief Executive Officer of IMS Health Incorporated (“IMS Health”), a subsidiary of IMS Holdings, and he also served as Chairman, Chief Executive Officer and President of IMS Holdings since its initial public offering in 2014. Prior to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), a commercial aerospace, defense and building industries company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, including Otis Elevator Company (“Otis”), Carrier Corporation, UTC Fire & Security and UTC Power. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 until 2002, he served as its Chief Operating Officer. Prior to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton, a global management and technology consulting firm. Skills and Qualifications: In serving on our Board, Mr. Bousbib draws from his experience with managing large, sophisticated businesses, including oversight of extensive global operations, as well as strategic, finance, supply chain and IT matters. He plays a key role in the Board’s oversight of the Company’s supply chain, IT, international and finance matters, and provides insight into the development of corporate strategy. Other U.S. Public Company Board Memberships in Past Five Years: IQVIA Holdings Inc. (2016 to present) |
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JEFFERY H. BOYD |
Director since: 2016 Age: 68 Committees: Nominating and Corporate Governance (Chair) Finance | Mr. Boyd served in a number of senior executive positions during his long and successful tenure at Booking Holdings Inc. (“Booking”), a leading provider of online travel and related services. His strategic leadership at Booking guided the company to grow from a loss in 2002 to a multi-billion dollar profitable business. He served as Chairman of the Board of Booking from June 2018 to June 2020, and from January 2017 to June 2018, he served as Booking’s Executive Chairman. Prior to January 2017, Mr. Boyd served in a number of roles of increasing responsibility at Booking, including as its President and Chief Executive Officer from November 2002 until December 2013, Chairman from January 2013 to December 2016, and interim Chief Executive Officer and President during a portion of 2016. Mr. Boyd was Booking’s President and Co-Chief Executive Officer from August 2002 to November 2002; its Chief Operating Officer from November 2000 to August 2002; and its Executive Vice President, General Counsel and Secretary from January 2000 to October 2000. Prior to joining Booking, Mr. Boyd was Executive Vice President, General Counsel and Secretary of Oxford Health Plans, Inc. Skills and Qualifications: Mr. Boyd brings to our Board extensive experience in global e-commerce, sales, and digital marketing, as well as proven leadership, corporate governance and strategic management skills. His e-commerce experience provides valuable insights into the continued execution and evolution of our interconnected retail strategy. Other U.S. Public Company Board Memberships in Past Five Years: CLEAR Secure, Inc. (“CLEAR”) (2021 to present) Oscar Health, Inc. (2021 to present) Booking Holdings Inc. (2001 to 2021) |
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GREGORY D. BRENNEMAN |
Director since: 2000 Age: 63 Lead Director | Mr. Brenneman, our Lead Director, serves as Executive Chairman of CCMP Capital Advisors, LP (“CCMP”), a private equity firm with over $3 billion under management, a position he has held since October 2016. He served as Chairman of CCMP from 2008 until October 2016 and as its President and Chief Executive Officer from February 2015 until October 2016. He is also Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm focusing on corporate turnarounds, which he founded in 1994. Prior to joining CCMP, Mr. Brenneman led restructuring and turnaround efforts at Quiznos, Burger King Corporation, PwC Consulting, a division of PricewaterhouseCoopers (“PwC”), and Continental Airlines, Inc. that resulted in improved customer service, profitability, and financial returns. Skills and Qualifications: As a successful business leader who has been involved in several well-known corporate spin-off and turnaround-driven transformations, Mr. Brenneman has an extensive background in general management of large organizations and expertise in accounting and corporate finance, retail, supply chain, marketing, and international matters. In addition, his directorships at other public companies provide him with broad experience on governance issues. Other U.S. Public Company Board Memberships in Past Five Years: Baker Hughes Company (2017 to present) Ecovyst Inc. (formerly PQ Group Holdings Inc.) (2017 to 2022) Hayward Holdings, Inc. (2021 to 2023) |
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J. FRANK BROWN |
Director since: 2011 Age: 68 Audit Committee Financial Expert Committees: Audit (Chair) Finance | Mr. Brown is a seasoned executive who served in various roles with General Atlantic LLC (“General Atlantic”), a global growth equity firm investing in innovative and technology-driven companies. He served as Managing Director and Chief Risk Officer from 2020 until his retirement at the end of 2021, after which he served as an advisor through the end of 2024. He served as Managing Director and Chief Operating Officer of General Atlantic from 2011 through 2019. From 2006 to 2011, Mr. Brown was Dean of INSEAD, an international business school with campuses in France, Singapore and Abu Dhabi. Before his appointment as Dean of INSEAD, he served as a member of its Board and as Chairman of its U.S. Council. Prior to his tenure at INSEAD, Mr. Brown spent 26 years at PwC, where he held a series of leadership roles, including head of its Assurance and Business Advisory Service, Transactions Services, and Corporate Development practices, and ultimately the leader of its $3.5 billion Advisory Services operating unit. He also launched PwC’s Genesis Park, a leadership development program to train the next generation of global leaders within the firm. Mr. Brown is a trustee of The Asia Society and Bucknell University, and a member of the American Institute of Certified Public Accountants. He is also an author and frequent speaker on leadership. Skills and Qualifications: Mr. Brown is a seasoned international business and academic leader whose strong technical expertise in financial and accounting matters qualifies him as an “audit committee financial expert” under SEC guidelines. In addition, his role at General Atlantic provided insight into risk management, real estate, human capital management, IT and cybersecurity, and e-commerce. Other U.S. Public Company Board Memberships in Past Five Years: None |
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| EDWARD P. DECKER | |
Director since: 2022 Age: 62 Chair, President and CEO | Mr. Decker has served as our Chair since October 2022 and as our President and CEO since March 2022. Prior to assuming the role of CEO, he served as our President and COO from October 2020 through February 2022, where he was responsible for global store operations, global sourcing operations, global supply chain, outside sales and service, and real estate, as well as merchandising, marketing and online strategy. From August 2014 to October 2020, he served as Executive Vice President – Merchandising, where he was responsible for merchandising strategy, marketing, vendor management, and in-store environment. From October 2006 through July 2014, he served as Senior Vice President – Retail Finance, Pricing Analytics, and Assortment Planning. Mr. Decker joined The Home Depot in 2000 and held various strategic planning roles, including serving as Vice President – Strategic Business Development from November 2002 to April 2006 and Senior Vice President – Strategic Business and Asset Development from April 2006 to September 2006. Prior to joining the Company, Mr. Decker held various positions in strategic planning, business development, finance, and treasury at Kimberly-Clark Corp. and Scott Paper Co. Skills and Qualifications: With over two decades of experience with the Company, Mr. Decker brings to our Board extensive retail experience and knowledge of our business, including leadership experience in retail operations, merchandising, marketing, e-commerce, supply chain, real estate, strategic business development, finance, vendor management, organizational development, and international matters. Other U.S. Public Company Board Memberships in Past Five Years: None |
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WAYNE M. HEWETT |
Director since: 2014 Age: 60 Committees: Leadership Development and Compensation (Chair) Audit | Mr. Hewett is a seasoned executive leader who has worked across a number of industries. Since March 2018, he has served as a senior advisor to Permira, a global private equity firm. Since December 2019, he has also served as Chairman of Cambrex Corporation, a contract developer and manufacturer of active pharmaceutical ingredients; and since October 2023 he has served as Chairman of Quotient Sciences, a drug development and manufacturing accelerator, all of which are Permira portfolio companies. In March 2023, he joined the board of managers of ASP Resins Holdings LP, a private company that produces adhesives and performance materials. From March 2018 to December 2021, he served as Chairman of DiversiTech Corporation, a manufacturer and supplier of HVAC equipment. From August 2015 to November 2017, Mr. Hewett served as Chief Executive Officer of Klöckner Pentaplast Group, a packaging supplier. From January 2010 to February 2015, he served as President, Chief Executive Officer and a member of the board of directors of Arysta LifeScience Corporation (“Arysta”), a privately-held crop protection and life science company. In February 2015, Arysta was acquired by Platform Specialty Products Corporation, a global producer of high technology specialty chemical products, where Mr. Hewett served as President until August 2015. Mr. Hewett’s career has also included over 20 years with General Electric Company (“GE”), including leadership roles in various GE business units and membership on GE’s Corporate Executive Council. Skills and Qualifications: Mr. Hewett brings to our Board extensive experience in general management, finance, risk management, supply chain, operational, sustainability, and international matters. He has significant experience executing company-wide initiatives across large organizations, developing proprietary products, optimizing a supply chain, and using emerging technologies to provide new products and services to customers. Other U.S. Public Company Board Memberships in Past Five Years: United Parcel Service, Inc. (2020 to present) Wells Fargo & Company (2019 to present) |
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MANUEL KADRE |
Director since: 2018 Age: 59 Committees: Audit Finance | Mr. Kadre is Chairman and Chief Executive Officer of Kollective Auto Group (formerly known as MBB Auto Group), a premium luxury retail automotive group with a number of dealerships in the Northeast and Texas, a position he has held since 2012. Mr. Kadre also serves as Chairman of the Board of Republic Services, Inc., an industry leader in U.S. recycling and non-hazardous solid waste disposal. Prior to his role with Kollective Auto Group, he was the Chief Executive Officer of Gold Coast Caribbean Importers, LLC from July 2009 until 2014. From 1995 until July 2009, Mr. Kadre served in various roles, including President, Vice President, General Counsel and Secretary, for CC1 Companies, Inc., a distributor of beverage products in markets throughout the Caribbean. Mr. Kadre also serves as Chair-Elect of the Board of Trustees of the University of Miami. Skills and Qualifications: Mr. Kadre brings significant chief executive and senior management expertise to our Board, together with financial, strategic, environmental, and real estate experience. His service on other boards, including service as chairman and lead independent director of two public companies, enhances our Board’s capabilities in the areas of management oversight, corporate governance and board dynamics. Other U.S. Public Company Board Memberships in Past Five Years: NeueHealth, Inc. (formerly Bright Health Group, Inc.) (2021 to present) Republic Services, Inc. (2014 to present) Mednax, Inc. (2007 to 2022) |
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STEPHANIE C. LINNARTZ |
Director since: 2018 Age: 57 Committees: Audit Leadership Development and Compensation | Ms. Linnartz served as the President, Chief Executive Officer and a member of the board of directors of Under Armour, Inc. (“Under Armour”), a leading sportswear company, from February 2023 through March 2024. From 2021 through February 2023, Ms. Linnartz served as the President of Marriott International, Inc. (“Marriott”), the world’s largest hospitality company with the travel industry’s largest customer-loyalty program, Marriott BonvoyTM, and some of the most iconic brands in travel, where she was responsible for developing and executing all aspects of the company’s global consumer strategy. She served as Group President, Consumer Operations, Technology & Emerging Businesses for Marriott from 2020 to 2021, and as Marriott’s Executive Vice President and Global Chief Commercial Officer from 2013 to 2019. Ms. Linnartz joined Marriott as a financial analyst in 1997, and held positions in operations, finance, revenue management, sales, distribution, technology and digital over the years. Under her leadership, Marriott launched a new premium home rental offering and expanded its consumer offerings to include travel categories beyond hotels. Prior to Marriott, Ms. Linnartz worked for the Hilton Hotels Corporation. Skills and Qualifications: From her role at Under Armour, Ms. Linnartz adds to the retail and executive leadership experience on our Board. In her role at Marriott, Ms. Linnartz was responsible for providing strategic leadership for all aspects of Marriott’s global strategy, giving her experience across a range of business functions, including brand management, sales (including e-commerce), loyalty strategies, customer engagement, technology, real estate development, and sustainability. Her experience, along with her strong financial background, enhances the Board’s oversight of our interconnected retail strategy and the investments we are making for our customer experience. Other U.S. Public Company Board Memberships in Past Five Years: Under Armour, Inc. (2023 to 2024) |
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The Home Depot 2025 Proxy Statement | 23 |
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PAULA A. SANTILLI | |
Director since: 2022 Age: 60 Committees: Nominating and Corporate Governance Finance | Ms. Santilli has served as the Chief Executive Officer, Latin America Foods, for PepsiCo, Inc. (“PepsiCo”), a consumer products company, since January 2025. Prior to this role, Ms. Santilli served as Chief Executive Officer, Latin America, from 2019 to 2024. Previously she served in various leadership positions at PepsiCo Mexico Foods, as President from 2017 to 2019, as Chief Operating Officer from 2016 to 2017, and as Vice President and General Manager from 2011 to 2016. Prior to joining PepsiCo Mexico Foods, she held a variety of roles, including leadership positions, with PepsiCo in Mexico and in the Latin America Southern Cone region comprising Argentina, Uruguay and Paraguay. Ms. Santilli joined PepsiCo in 2001 following PepsiCo’s acquisition of the Quaker Oats Company, where she held various roles of increasing responsibility from 1992 to 2001, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay. Skills and Qualifications: Ms. Santilli brings extensive experience in oversight of retail, marketing, supply chain, sustainability, and international operations, as well as the human capital management and compensation needs of a complex sales organization, from her time at PepsiCo, and she contributes to the general strategic management experience of the Board. Other U.S. Public Company Board Memberships in Past Five Years: None |
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| CARYN SEIDMAN-BECKER |
Director since: 2022 Age: 52 Committees: Leadership Development and Compensation Nominating and Corporate Governance | Ms. Seidman-Becker has served as the Chief Executive Officer of CLEAR, a secure identity platform operating in travel, healthcare, sports and entertainment, since she and a co-founder purchased and relaunched its predecessor, Alclear Holdings, LLC, in 2010, and she serves as the Chair of CLEAR’s board of directors. Prior to CLEAR, Ms. Seidman-Becker founded and was the managing partner of Arience Capital, an over $1 billion value-oriented asset management firm focused on investing in companies across a broad spectrum of industries, including consumer, technology, aerospace and defense and turnarounds. Prior to Arience Capital, she served as managing director at Iridian Asset Management, an investment advisor firm, and assistant vice president at Arnhold and S. Bleichroeder, an investment bank. Skills and Qualifications: Ms. Seidman-Becker brings significant strategic management experience, operational insights and expertise on technology from her experience serving as Chair and Chief Executive Officer of CLEAR, as well as finance and financial management expertise from her leadership roles with asset management firms and her investment banking experience. Other U.S. Public Company Board Memberships in Past Five Years: CLEAR Secure, LLC (2021 to present) Lemonade, Inc. (2020 to 2022) |
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24 | The Home Depot 2025 Proxy Statement |
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ASHA SHARMA |
New Director Nominee Age: 36 Committees: Audit Committee Leadership Development and Compensation | Ms. Sharma has served as Corporate Vice President and Head of Product, AI Platform at Microsoft, a computer software provider, since March 2024. In this role, she leads product development and computational design for the AI models, tools and services for Microsoft’s enterprise, developer and data science customers. Prior to joining Microsoft, Ms. Sharma was the Chief Operating Officer of Maplebear Inc. (doing business as Instacart), a leading provider of online grocery services, from 2021 through 2024, during which time she also oversaw execution of Instacart’s financial model. From 2017 through 2021, Ms. Sharma served in various roles at Facebook, Inc. (now known as Meta Platforms, Inc.), a global technology company, including serving as Vice President of Product for multiple product groups building Messenger, Instagram Direct, Messenger Kids, Remote Presence (including calling and video), and company-wide platforms. She also served as Chief Operating Officer at Porch Group, Inc. (“Porch Group”), a home services software provider, from 2015 to 2017, and served as Chief Marketing Officer at Porch Group from 2013 to 2015. Skills and Qualifications: Ms. Sharma brings extensive technology expertise, data protection and cybersecurity experience, and product development experience from her work with Microsoft. She brings operational insights, strategic management, e-Commerce, finance and supply chain experience from her work as a Chief Operating Officer for Instacart and Porch Group, and marketing and communications experience from her role as Chief Marketing Officer at Porch Group, all of which provide valuable insights into the continued execution and evolution of our interconnected retail strategy. Other U.S. Public Company Board Memberships in Past Five Years: Coupang, Inc. (2024 to present) AppLovin Corporation (2021 to 2023) Porch Group, Inc. (2015 to 2022) |
WE RECOMMEND THAT YOU VOTE “FOR” THE ELECTION
OF EACH NOMINEE TO THE BOARD OF DIRECTORS.
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The Home Depot 2025 Proxy Statement | 25 |
RATIFICATION OF THE APPOINTMENT OF KPMG LLP
(ITEM 2 ON THE PROXY CARD)
The Audit Committee is directly responsible for the appointment, compensation, retention, evaluation and oversight of the Company’s independent registered public accounting firm. As part of this responsibility, the Audit Committee annually evaluates the independent registered public accounting firm’s qualifications, performance and independence and assesses whether to continue to retain the firm or select a different firm. The Audit Committee and its Chair are also involved in and approve the selection of the lead audit partner, who is limited to no more than five consecutive years in that role before the position must be rotated in accordance with SEC rules. Pursuant to these requirements, we will have a new lead partner in Fiscal 2025. The Audit Committee has approved the selection of the new lead partner.
The Audit Committee has appointed KPMG to serve as the Company’s independent registered public accounting firm for Fiscal 2025. KPMG (or its predecessor firms) has served in that capacity for the Company since 1979. The Audit Committee and the Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Although we are not required to submit this matter to shareholders, the Board believes that it is a sound corporate governance practice to seek shareholder ratification of the appointment of KPMG. If shareholders do not ratify the appointment of KPMG, the Audit Committee will reconsider the appointment. Even if the appointment of KPMG is ratified by shareholders, the Audit Committee in its discretion may change the appointment at any time if it determines that such a change would be in the best interests of the Company.
One or more representatives of KPMG will be present at the Meeting. The representatives will have an opportunity to make a statement if they desire and will be available to respond to questions from shareholders.
WE RECOMMEND THAT YOU VOTE “FOR” THE RATIFICATION OF
KPMG LLP AS THE COMPANY’S FISCAL 2025 INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
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26 | The Home Depot 2025 Proxy Statement |
