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LOWES COMPANIES INC filed this DEF 14A on 04/17/2025

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LOWES COMPANIES INC - DEF 14A - 20250417 - PERFORMANCE_GRAPH

Compensation Tables

Pay Versus Performance Table

The following table provides a summary of compensation actually paid, as defined under SEC rules, to the principal executive officer (the “CEO”), the average compensation actually paid to the other

non-CEO

NEOs (the “Other NEOs”), cumulative TSR for both the Company and the Pay Versus Performance Table peer group (the S&P

Retailing

Industry Group Index, consistent with Item 201(e) of Regulation

S-K),

net income and the Company-selected financial measure of operating income (as adjusted) for fiscal years 2024, 2023, 2022, 2021 and 2020.


										Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for CEO ($)		Compensation Actually Paid to CEO ($)		Average Summary Compensation Table Total for Other NEOs ($)		Average Compensation Actually Paid to Other NEOs ($)			TSR ($)		Peer Group TSR ($)		Net Income ($ in millions)		Company- Selected Financial Measure: Operating Income (as adjusted) ($ in millions)
	(1)		(2)		(3)		(4)			(5)		(6)				(7)
2024		20,164,912		26,169,758		5,861,556		7,371,080			244.70		227.91		6,957		10,289
2023		18,162,272		6,164,094		7,057,240		4,548,064			202.79		174.14		7,726		11,494
2022		17,472,005		13,650,690		4,975,514		(2,118,508	)		195.43		126.69		6,437		12,660
2021		17,871,716		61,282,315		5,954,773		21,264,668			208.44		149.72		8,442		12,093
2020		23,075,881		49,750,173		8,196,572		16,505,885			145.94		141.39		5,835		9,647

(1)	Mr. Ellison has served as CEO for all years reported. The amount in this column is “Total” compensation for the CEO as reported in the Summary Compensation Table for the applicable fiscal year.

(2)

Compensation actually paid to the CEO is defined by the SEC to include not only actual take-home pay for the reported year, but also to include changes in the accounting fair value of vested and unvested equity awards. The equity-related values of compensation actually paid do not reflect compensation actually earned, realized or received by the Company’s NEOs. Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and for outstanding PSU awards, reflect trending performance through fiscal

year-end.

See Note 10, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form

10-K

for the fiscal year ended January 31, 2025 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the CEO Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statements for our 2023 and 2024 Annual Meeting of Shareholders.



CEO Compensation Actually Paid	2024 ($)

Summary Compensation Table — Total Compensation (a)		20,164,912

- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		(15,725,342	)

+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a)		15,170,313

+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		3,291,856

+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		3,051,882

+ Dividends Paid During Fiscal Year on Unvested Stock Awards		216,136

= CEO Compensation Actually Paid (b)		26,169,758

(a)

None of the awards granted during the reported year vested in the year of grant.

(b)

The CEO was not eligible for any pen

on benefits.

(3)	The amount reported in this column is the average of “Total” compensation for the Other NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. The names of the Other NEOs included for these purposes in each applicable year are as follows:



Fiscal Year		Other NEOs

2024		Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole

2023		Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Juliette W. Pryor

2022		David M. Denton (who resigned as the Company’s Executive Vice President, Chief Financial Officer, effective April 30, 2022), Brandon J. Sink (who replaced Mr. Denton as Executive Vice President, Chief Financial Officer, effective April 30, 2022), Joseph M. McFarland III, William P. Boltz and Seemantini Godbole

2021		David M. Denton, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole

2020		David M. Denton, Joseph M. McFarland III, William P. Boltz and Marisa F. Thalberg


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Compensation Tables

(4)

Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and, for outstanding PSU awards, reflect trending performance through fiscal

year-end.

See Note 10, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form

10-K

for the fiscal year ended January 31, 2025 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the Other NEO Average Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statements for our 2023 and 2024 Annual Meeting of Shareholders.



Other NEO Average Compensation Actually Paid	2024 ($)

Summary Compensation Table — Total Compensation		5,861,556

- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		(4,151,170	)

+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a)		4,004,648

+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		901,809

+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		693,893

+ Dividends Paid During Fiscal Year on Unvested Stock Awards		60,344

= Other NEO Compensation Actually Paid (b)		7,371,080
(a) None of the awards granted during the reported year vested in the year of grant. (b) The CEO was not eligible for any pension benefits.

(5)

Company TSR reflects the

year-end

value assuming $100 was invested in Company stock at the market closing price on the

st trading day of fiscal 2019, determined consistent with reporting requirements under Item 201(e) of Regulation

S-K.

Source: Bloomberg Total Return Analysis. For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2024, fiscal years 2020-2024; 2023, fiscal years 2020-2023; 2022, fiscal years 2020-2022; 2021, fiscal years 2020-2021.

(6)

Peer group TSR reflects the

year-end

value assuming $100 was invested in the S&P Retailing Industry Group Index (the “S&P Retail Index”) at the market closing price on the last trading day of fiscal 2019, consistent with reporting requirements under Item 201(e) of Regulation

S-K.

For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2024, fiscal years 2020-2024; 2023, fiscal years 2020-2023; 2022, fiscal years 2020-2022; 2021, fiscal years 2020-2021.

(7)

Operating income for fiscal 2024 was adjusted for purposes of calculating annual incentive awards to exclude the impact of a $177 million gain in fiscal 2024 associated with the Company’s fiscal 2022 sale of its Canadian retail business, as described on page 39. Operating income for fiscal 2023 and 2022 was adjusted for purposes of calculating annual incentive awards to exclude impacts associated with the Company’s sale of its Canadian retail business. The Compensation Committee did not make any adjustments to GAAP operating income under the annual incentive awards for fiscal years 2020 and 2021.

Most Important Performance Measures

Sales

Operating Income (as adjusted)

Inventory Turnover

Pro Sales Growth

3-year average ROIC

3-year relative TSR vs. the median of S&P 500 companies


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Compensation Tables

Relationship Between Compensation Actually Paid and Performance Measures in Table

A significant portion of our executive compensation program is performance-based with a balanced focus on

top-

and bottom-line growth and strategic initiatives. The Company’s most important performance metrics incentivize our executives to focus on operational objectives that are expected to drive shareholder value, which impacts the value of equity awards granted to and held by our executives.

Below are graphs showing the relationship of CEO and Other NEO compensation actually paid amounts to (i) the Company’s

TSR

and the S&P Retail Index TSR, (ii) the Company’s net income and (iii) the Company’s operating income (as adjusted).


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Compensation Tables

For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with

financial

performance, refer to the Compensation Discussion & Analysis section of this Proxy Statement.


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