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File by the Registrant
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Filed by a Party other than the Registrant
¨
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Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if the other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee was calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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Thursday, May 23, 2019
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at 9:00 a.m., Eastern Time
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C
OBB
G
ALLERIA
C
ENTRE,
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A
TLANTA,
GA
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•
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Dividend Principle:
Target payout of approximately 55% of earnings per share (calculated on prior year earnings per share), with a goal of increasing the dividend every year
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•
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Return on Invested Capital Principle:
Maintain high return on invested capital, benchmarking all uses of excess liquidity against value created for shareholders through share repurchases
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•
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Share Repurchase Principle:
After meeting the needs of the business, use excess liquidity to repurchase shares, as long as it is value creating
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*
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ROIC is defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, see “Non-GAAP Financial Measures” on page 24 of our
2018
Form 10-K.
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D
EAR
F
ELLOW
S
HAREHOLDERS:
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Craig A. Menear
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Gregory D. Brenneman
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Chairman, Chief Executive Officer and President
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Independent Lead Director
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T
HE
H
OME
D
EPOT
, I
NC
.
2455 Paces Ferry Road
Atlanta, Georgia 30339
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DATE:
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Thursday, May 23, 2019
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TIME:
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9:00 a.m., Eastern Time
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PLACE:
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Cobb Galleria Centre –
**NEW LOCATION**
Two Galleria Parkway
Atlanta, Georgia 30339
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ITEMS OF BUSINESS:
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(1)
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To elect as directors of the Company the 12 persons named in the accompanying Proxy Statement for terms expiring at the 2020 Annual Meeting of Shareholders;
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(2)
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To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2020;
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(3)
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To cast an advisory vote to approve executive compensation (“Say-on-Pay”);
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(4)
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To act on three shareholder proposals described in the Proxy Statement, if properly presented; and
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(5)
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To transact any other business properly brought before the Meeting.
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WHO MAY VOTE:
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Shareholders of record as of the close of business on March 25, 2019 are entitled to vote.
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ANNUAL MEETING MATERIALS:
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A copy of this Proxy Statement and our 2018 Annual Report are available on our Investor Relations website at http://ir.homedepot.com under “Financial Reports.”
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DATE OF MAILING:
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A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being sent to shareholders on or about April 8, 2019.
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ADDITIONAL INFORMATION:
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The enclosed Proxy Statement contains important information, including a description of the business that will be acted upon at the Meeting, voting procedures, and documentation required to attend the Meeting. If you will need special assistance or seating, please contact Allison Spicer at (770) 384-2015.
If you are unable to attend the Meeting, you can listen to the Meeting and view the presentation on the Company’s performance through the live webcast on the Internet. Visit our Investor Relations website at http://ir.homedepot.com and click on “Events and Presentations” for details. The webcast will be archived and available for replay beginning shortly after the meeting.
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By Order of the Board of Directors,
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Teresa Wynn Roseborough
Corporate Secretary
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1
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1
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1
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3
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23
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23
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The Home Depot 2019 Proxy Statement
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i
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TERM
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DEFINITION
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1997 Plan
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1997 Omnibus Stock Incentive Plan
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2018 annual meeting
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Annual meeting of shareholders on May 17, 2018
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2018 Form 10-K
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Annual Report on Form 10-K as filed with the SEC on March 28, 2019
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Board
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Board of Directors of the Company
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By-Laws
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By-Laws of the Company (amended and restated effective February 28, 2019)
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CEO
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Chief Executive Officer
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CFO
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Chief Financial Officer
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Company
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The Home Depot, Inc. and its consolidated subsidiaries
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Directors Plan
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Nonemployee Directors’ Deferred Stock Compensation Plan
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ERC
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Enterprise Risk Council
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ESG
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Environmental, social and governance
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ESPP
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Amended and Restated Employee Stock Purchase Plan
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EVP-HR
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Executive Vice President – Human Resources
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Exchange Act
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The Securities Exchange Act of 1934, as amended
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FASB ASC Topic 718
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Financial Accounting Standards Board Accounting Standards Codification Topic 718
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FCPA
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U.S. Foreign Corrupt Practices Act
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Fiscal 2019
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Fiscal year ended February 2, 2020
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Fiscal 2018
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Fiscal year ended February 3, 2019
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Fiscal 2017
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Fiscal year ended January 31, 2018
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Fiscal 2016
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Fiscal year ended January 30, 2017
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Fiscal 2013
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Fiscal year ended February 2, 2014
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Fiscal 2012
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Fiscal year ended February 3, 2013
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GC
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General Counsel
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IT
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Information technology
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KPMG
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KPMG LLP, the Company’s independent registered public accounting firm
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LDC Committee
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Leadership Development and Compensation Committee
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Meeting
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2019 Annual Meeting of Shareholders of the Company
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MIP
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Management Incentive Plan
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NACD
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National Association of Corporate Directors
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NCG Committee
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Nominating and Corporate Governance Committee
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NEO
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Named executive officer
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Non-U.S. ESPP
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Non-U.S. Employee Stock Purchase Plan
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NYSE
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New York Stock Exchange
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Omnibus Plan
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Amended and Restated 2005 Omnibus Stock Incentive Plan
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Pay Governance
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Pay Governance LLC, the LDC Committee’s independent compensation consultant
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Restoration Plan
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FutureBuilder Restoration Plan
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ROIC
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Return on invested capital
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Say-on-Pay
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Advisory vote to approve executive compensation
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SEC
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The Securities and Exchange Commission
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ii
|
The Home Depot 2019 Proxy Statement
|
|
Date:
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Thursday, May 23, 2019
|
Time:
|
9:00 a.m., Eastern Time
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New
Location:
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Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia 30339
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Record Date:
|
March 25, 2019
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Admission:
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To attend the Meeting in person, you will need proof of your share ownership and valid picture identification
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Meeting Webcast:
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http://ir.homedepot.com under “Events and Presentations” beginning at 9:00 a.m., Eastern Time, on May 23, 2019
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Proposal
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Board
Recommendation |
Page
Number |
1.
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Election of 12 directors for one-year terms
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For each nominee
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2.
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Ratification of appointment of KPMG LLP as our independent registered public accounting firm
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For
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3.
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Advisory vote to approve executive compensation (“Say-on-Pay”)
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For
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4.
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Shareholder proposal regarding EEO-1 disclosure
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Against
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5.
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Shareholder proposal to reduce the threshold to call special shareholder meetings to 10% of outstanding shares
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Against
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6.
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Shareholder proposal regarding a report on prison labor in the supply chain
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Against
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Vote by Internet
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Vote by telephone
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Vote by mail
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www.proxyvote.com
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1-800-690-6903
|
Complete and mail your proxy card
|
Your vote is important. Whether or not you plan to attend the Meeting,
we urge you to vote and submit your proxy over the Internet, by telephone or by mail. |
The Home Depot 2019 Proxy Statement
|
iii
|
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|
•
|
Returned value to shareholders during
Fiscal 2018
through
$4.7 billion
in dividends and
$10.0
billion in share repurchases
|
•
|
Increased
ROIC from
34.2%
to
44.8%
. ROIC is defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, see “Non-GAAP Financial Measures” on page 24 of the
2018
Form 10-K.
|
|
•
|
A significant portion of our NEOs’ target compensation is linked to Company performance:
|
•
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100% of NEO annual cash incentive compensation and 80% of NEO annual equity compensation are tied to Company performance against pre-established, specific, measurable financial performance goals
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•
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Annual compensation risk assessment
|
•
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Compensation recoupment policy applicable to all executive officers and clawback provisions in all equity awards
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•
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Anti-hedging policy applicable to all associates, officers, and directors
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•
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Stock ownership and retention guidelines for executive officers
|
•
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No change in control agreements
|
iv
|
The Home Depot 2019 Proxy Statement
|
|
ü
|
Annual election of directors
|
ü
|
Majority voting standard in director elections
|
ü
|
Shareholder ability to act by written consent and call special meetings
|
ü
|
Shareholder right of proxy access
|
ü
|
Independent Lead Director
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ü
|
Over
90%
of directors and all Board committee members are independent
|
ü
|
Independent directors meet without management
|
ü
|
Director mandatory retirement age (age 72)
|
ü
|
Annual Board strategy session and review of the Company’s strategic plan
|
ü
|
Director overboarding policy
|
ü
|
No shareholder rights plan, also referred to as a “poison pill”
|
ü
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Director store walk policy
|
ü
|
Board education and orientation program
|
ü
|
Management succession policy set forth in Corporate Governance Guidelines
|
ü
|
Annual Board and committee self evaluations, including individual director interviews
|
|
•
|
Providing enhanced disclosure of our Company’s diversity by providing statistics about the ethnic and gender diversity of our U.S. workforce on our website at http://ir.homedepot.com/esg-investors.
|
•
|
Amending our By-Laws to reduce the percentage of outstanding shares required to call a special meeting of shareholders from 25% to 15%.
|
•
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Updating our executive compensation clawback policy to specifically address conduct that causes significant reputational harm to the Company.
|
•
|
Updating our Investor Relations website to provide a page dedicated to disclosure of environmental, social, and governance matters, to better enable our investors to access key information about oversight and management of these areas.
|
The Home Depot 2019 Proxy Statement
|
v
|
|
Director Nominees
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Board Committee
Composition**
|
|||||
Name
|
Director
Since |
Position
|
Audit
|
LDCC
|
NCGC
|
Finance
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Gerard J. Arpey*
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2015
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Partner, Emerald Creek Group, LLC
|
|
|
ü
|
ü
|
Ari Bousbib*
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2007
|
Chairman and Chief Executive Officer, IQVIA Holdings Inc.
|
ü
|
|
|
Chair
|
Jeffery H. Boyd*
|
2016
|
Chairman, Booking Holdings Inc.
|
|
|
ü
|
ü
|
Gregory D. Brenneman*
Lead Directo
r
|
2000
|
Executive Chairman, CCMP Capital Advisors, LLC
|
|
|
|
|
J. Frank Brown*
Audit Committee
Financial Expert
|
2011
|
Managing Director and Chief Operating Officer, General Atlantic LLC
|
Chair
|
|
|
ü
|
Albert P. Carey*
|
2008
|
Former Chief Executive Officer, PepsiCo North America
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|
Chair
|
ü
|
|
Helena B. Foulkes*
|
2013
|
Chief Executive Officer, Hudson’s Bay Company
|
|
|
Chair
|
ü
|
Linda R. Gooden*
Audit Committee
Financial Expert
|
2015
|
Former Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation
|
ü
|
ü
|
|
|
Wayne M. Hewett*
|
2014
|
Senior Advisor, Permira, and Non-Executive Chairman, DiversiTech Corporation
|
ü
|
ü
|
|
|
Manuel Kadre*
|
2018
|
Chairman and Chief Executive Officer, MBB Auto Group
|
ü
|
|
|
ü
|
Stephanie C. Linnartz*
|
2018
|
Executive Vice President and Global Chief Commercial Officer, Marriott International, Inc.
|
|
ü
|
ü
|
|
Craig A. Menear
|
2014
|
Chairman, Chief Executive Officer and President, The Home Depot, Inc.
|
|
|
|
|
* All director nominees are independent except Mr. Menear, our Chairman, Chief Executive Officer and President.
** The table reflects anticipated Board committee assignments, subject to each nominee’s election to the Board at the Meeting. Please see page 2 for information on our current Board committee composition.
|
LDCC = Leadership Development and Compensation Committee
NCGC = Nominating and Corporate Governance Committee
|
vi
|
The Home Depot 2019 Proxy Statement
|
|
|
•
|
Chairs Board meetings when the Chairman is not present, including presiding at executive sessions of the Board (without management present) at every regularly scheduled Board meeting;
|
•
|
Works with management to determine the information and materials provided to Board members;
|
•
|
Approves Board meeting agendas, schedules and other information provided to the Board;
|
•
|
Consults regularly with the Chairman on other matters that are pertinent to the Board and the Company;
|
•
|
Has the authority to call meetings of the independent directors;
|
•
|
Is available for communication and consultation with major shareholders upon request;
|
•
|
Serves as liaison between the Chairman and the independent directors; and
|
•
|
Conducts annual interviews of each independent director as part of the annual evaluation process.
|
|
The Home Depot 2019 Proxy Statement
|
1
|
2
|
The Home Depot 2019 Proxy Statement
|
Name of Committee
and Current Members
|
|
Committee Functions
|
Audit:
J. Frank Brown, Chair
Ari Bousbib
Linda R. Gooden
Wayne M. Hewett
Manuel Kadre
Mark Vadon
Number of Meetings:
9
|
•
|
Oversees the Company’s accounting and financial reporting process, as well as the integrity of the Company’s consolidated financial statements and its internal control over financial reporting, including the audits thereof
|
•
|
Has primary responsibility for overseeing risk assessment and risk management
|
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•
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Has primary responsibility for overseeing data protection and cybersecurity risks
|
|
•
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Reviews the Company’s compliance with legal and regulatory requirements, including the FCPA and other anti-bribery laws
|
|
•
|
Reviews the qualifications, performance and independence of the Company’s independent registered public accounting firm
|
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•
|
Oversees the performance of the Company’s internal audit function
|
|
•
|
Reviews the Company’s compliance programs, including the whistleblower program, and the Company’s monitoring of such programs
|
|
Nominating and Corporate Governance:
Armando Codina, Chair
Gerard J. Arpey
Jeffery H. Boyd
Albert P. Carey
Helena B. Foulkes
Stephanie C. Linnartz
Number of Meetings:
4
|
•
|
Develops the Company’s corporate governance practices and procedures and oversees the related risks
|
•
|
Reviews and makes recommendations on significant Company policies affecting corporate and social issues
|
|
•
|
Reviews and monitors the performance and composition of the Board and its committees
|
|
•
|
Makes recommendations for director nominees
|
|
•
|
Reviews the independence of directors
|
|
•
|
Oversees communications between directors and shareholders
|
|
•
|
Reviews and approves or ratifies related-party transactions involving executive officers and directors
|
|
•
|
Oversees director engagement, education and orientation activities
|
|
Leadership Development and Compensation:
Albert P. Carey, Chair
Armando Codina
Linda R. Gooden
Wayne M. Hewett
Stephanie C. Linnartz
Number of Meetings:
5
|
•
|
Reviews and evaluates the performance of executive officers
|
•
|
Reviews and recommends compensation of directors and the CEO and approves compensation of other executive officers
|
|
•
|
Reviews and recommends policies, practices and procedures concerning compensation strategy and other human resources-related matters
|
|
•
|
Administers stock incentive and stock purchase plans, including determining grants of equity awards under the plans
|
|
•
|
Undertakes annual review and risk assessment of compensation policies and practices
|
|
•
|
Oversees senior management succession planning policies and procedures
|
|
•
|
Monitors the independence of its compensation consultant
|
|
Finance:
Ari Bousbib, Chair
Gerard J. Arpey
Jeffery H. Boyd
J. Frank Brown
Helena B. Foulkes
Manuel Kadre
Mark Vadon
|
•
|
Oversees the management of the Company’s long-range financial outlook and finance-related risks
|
•
|
Reviews and recommends policies, practices and strategies concerning financial matters, including the Company’s capital structure, investments, use of derivatives, share repurchases, credit programs, credit ratings, and insurance
|
|
•
|
Oversees the Company’s annual capital plan, significant capital investments, and strategies with respect to mergers and acquisitions activity
|
|
Number of Meetings:
4
|
|
|
The Home Depot 2019 Proxy Statement
|
3
|
Audit
|
|
Nominating and Corporate Governance
|
|
Leadership Development and Compensation
|
|
Finance
|
J. Frank Brown, Chair
|
|
Helena B. Foulkes, Chair
|
|
Albert P. Carey, Chair
|
|
Ari Bousbib, Chair
|
Ari Bousbib
|
|
Gerard J. Arpey
|
|
Linda R. Gooden
|
|
Gerard J. Arpey
|
Linda R. Gooden
|
|
Jeffery H. Boyd
|
|
Wayne M. Hewett
|
|
Jeffery H. Boyd
|
Wayne M. Hewett
|
|
Albert P. Carey
|
|
Stephanie C. Linnartz
|
|
J. Frank Brown
|
Manuel Kadre
|
|
Stephanie C. Linnartz
|
|
|
|
Helena B. Foulkes
|
|
|
|
|
|
|
Manuel Kadre
|
Audit
|
|
Nominating and Corporate Governance
|
|
Leadership Development and Compensation
|
|
Finance
|
Strategic Management
|
|
Strategic Management
|
|
Strategic Management
|
|
Strategic Management
|
Retail/Merchandising
|
|
Retail/Merchandising
|
|
Retail/Merchandising
|
|
Retail/Merchandising
|
CEO Experience
|
|
CEO Experience
|
|
CEO Experience
|
|
CEO Experience
|
Supply Chain
|
|
Supply Chain
|
|
Supply Chain
|
|
Supply Chain
|
IT
|
|
IT
|
|
IT
|
|
IT
|
Risk Management
|
|
E-commerce
|
|
E-commerce
|
|
E-commerce
|
Finance
|
|
Governance
|
|
Human Capital Management
|
|
Finance
|
Cybersecurity
|
|
Marketing/Communications
|
|
Marketing/Communications
|
|
Real Estate
|
International
|
|
International
|
|
International
|
|
International
|
Diversity
|
|
Diversity
|
|
Diversity
|
|
Diversity
|
|
|
|
Key Areas of Risk Oversight
|
|
Full Board
|
|
•
|
Has primary responsibility for risk oversight, including approval of strategic objectives and defining risk appetite
|
•
|
Delegates oversight of management of certain risks to Board committees
|
•
|
Receives regular reports from the committees regarding risk-related matters
|
Audit
|
Finance
|
LDC Committee
|
NCG Committee
|
||||
•
|
Overall risk assessment and management
|
•
|
Long-range strategic planning
|
•
|
Senior executive compensation
|
•
|
Corporate governance
|
•
|
Financial exposures, statements, controls, systems, and reporting
|
•
|
Long-range financial outlook and finance-related risks
|
•
|
Senior executive succession planning
|
•
|
Director succession planning and board composition
|
•
|
Regulatory and compliance, including FCPA/anti-bribery and our whistleblower program
|
•
|
Capital structure, including investments and shareholder return principles
|
•
|
Overall risk related to the Company’s compensation policies and practices
|
•
|
Political spending and payments to trade associations
|
•
|
Data protection and cybersecurity
|
•
|
Annual capital plan and key capital investments
|
•
|
Human capital management
|
•
|
Environmental and social initiatives
|
•
|
Internal audit and related investigatory matters
|
•
|
Merger and acquisition strategy
|
•
|
Non-employee director compensation
|
•
|
Related party transactions
|
•
|
Quality, safety and responsible sourcing
|
|
|
|
|
|
|
4
|
The Home Depot 2019 Proxy Statement
|
•
|
The LDC Committee oversees risks related to human capital management, including matters relating to associate compensation and benefits, associate engagement and training, and diversity and inclusion. The LDC Committee was directly engaged in overseeing the disclosure of additional workforce diversity statistics in late 2018.
|
•
|
The Audit Committee oversees our responsible sourcing program and related supply chain risks.
|
•
|
The NCG Committee has primary responsibility for oversight of ESG matters generally. This oversight includes reviewing and making recommendations to the Board regarding our environmental, social and governance practices as well as corporate political activity and payments to trade associations. The NCG Committee receives regular reports on ESG engagements with shareholders and related investor feedback, as well as information on recent developments with respect to ESG matters.
|
The Home Depot 2019 Proxy Statement
|
5
|
•
|
Each year, the full Board receives a report on our sustainability strategy and activities, including a discussion of our ESG communications and our annual Responsibility Report. Our annual Responsibility Report describes our progress and initiatives regarding corporate social responsibility and sustainability, and is available on our website at https://corporate.homedepot.com/responsibility.
|
|
6
|
The Home Depot 2019 Proxy Statement
|
|
•
|
Providing enhanced diversity disclosure on our website showing statistics reflecting the ethnic and gender diversity of our U.S. workforce.
|
•
|
Amending our By-Laws to reduce the percentage of outstanding shares required to call a special meeting of shareholders from 25% to 15%.
|
•
|
Updating our executive compensation clawback policy to specifically include conduct that causes significant reputational harm to the Company.
|
•
|
Updating our Investor Relations website to provide a page dedicated to disclosure of ESG matters to better enable our investors to access key information about oversight and management of these areas
|
|
•
|
Right to call a special meeting of shareholders. Following our expanded ESG shareholder engagement program in 2018, we amended our By-Laws in early 2019 to reduce the threshold for calling a special meeting to holders of 15% or more of our common stock, from the prior 25%.
|
•
|
Right to act by majority written consent in lieu of a meeting.
|
•
|
A “proxy access” right. This right permits a shareholder, or group of up to 20 shareholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholders and the nominees satisfy the requirements specified in the Company’s By-Laws.
|
The Home Depot 2019 Proxy Statement
|
7
|
Key Corporate Governance Guidelines Provisions
|
||
Outside Board Policy
|
|
We limit the number of other public company boards our directors may join to ensure that a director is not “overboarded” and is able to devote the appropriate amount of time and attention to the oversight of the Company. A director who is in an active, full-time role with a for-profit business may not serve on more than three other public company boards. Other directors may not serve on more than four other public company boards. In addition, Mr. Menear, our Chairman, CEO and President, may not serve on more than one other public company board. Any director seeking to join the board of directors of another public company or for-profit organization must first notify the NCG Committee and obtain its approval to continue as a member of our Board.
|
Succession Planning
|
|
A key responsibility of the Board is overseeing the identification and development of senior leadership. Both the Board and LDC Committee are actively engaged in succession planning. The LDC Committee oversees the development and implementation of succession plans for senior leadership positions. This process includes review and discussion of the performance and development of senior leadership on a regular basis, along with management’s evaluation and recommendations for senior leadership succession. The Board also annually reviews succession plans for senior management and the CEO, including both a long-term succession plan and an emergency succession plan. To assist the Board, our CEO annually provides his assessment of senior leaders and their potential to succeed at key senior management positions. The Board meets potential leaders at many levels across the organization through formal presentations and informal events throughout the year, including through the store walks and management meetings that are part of our director engagement program.
|
Director Engagement, Education and Orientation Program
|
|
The NCG Committee oversees the director engagement, continuing education and orientation program, which includes both internal activities and access to external programming. Our on-going engagement program includes periodic walks of our stores and other facilities and in-depth meetings with management to provide our directors with the opportunity to observe our strategic initiatives in action and to expand their insight into business operations and activities. We also have a structured director orientation program for new directors during their first year on the Board. This program includes information sessions with committee chairs and senior management and visits to our stores and facilities to accelerate their on-boarding. We also provide all directors with membership in the National Association of Corporate Directors and continuing education opportunities.
|
Board Self-Evaluations
|
|
Each year, the Board, as required by our Corporate Governance Guidelines, conducts an evaluation of its performance and effectiveness. As set forth in its charter, the NCG Committee oversee this process, which includes two key components. First, the Board and each committee conduct self-evaluations in executive session, generally at the first regularly scheduled meetings of the fiscal year. These self-evaluations solicit feedback on a range of issues, including Board and committee structure, culture and dynamics; meeting content; and interactions with management. Second, our Lead Director conducts individual interviews with each of the directors. These interviews address similar topics, with the one-on-one setting permitting more detailed feedback on Board operations and director performance, as well as providing opportunities for mentoring newer directors. The feedback from these interviews is discussed with the full Board at its February meeting.
|
|
8
|
The Home Depot 2019 Proxy Statement
|
•
|
Mr. Arpey served as a director of S.C. Johnson & Son, Inc., from which we purchased cleaning supply merchandise.
|
•
|
Mr. Boyd served as Chairman of Booking Holdings Inc., from which we purchased travel-related services, and as a director of CLEAR, LLC, from which we purchased travel-related services.
|
•
|
Mr. Brenneman served as Executive Chairman of CCMP Capital Advisors, LLC, which manages funds that have or had an equity interest in (1) The Hillman Companies, Inc. (“Hillman”), from which we purchased fasteners and other small hardware items; (2) Cabela’s Inc., from which we purchased outdoor goods; and (3) Shoes for Crews, from which we purchased footwear. In
Fiscal 2018
, the Company was one of Hillman’s largest customers. Mr. Brenneman does not serve as a director or officer of any of these portfolio companies.
|
•
|
Mr. Brown served as Managing Director and Chief Operating Officer of General Atlantic LLC, which manages funds that have or had an equity interest in (1) Absolute Barbeque, from which we purchased food items; (2) Adyen B.V., from which we purchased payment services; (3) Airbnb, Inc., from which we purchased lodging services; (4) BuzzFeed, Inc., from which we purchased media services; (5) Flipp Corporation, from which we purchased digital retail services; (6) Mi9 Retail, Inc., from which we purchased software; (7) Mu Sigma Inc., from which we purchased data analytics consulting services; (8) Slack Technologies, from which we purchased collaboration technology services; (9) Snap, Inc., from which we purchased media services; (10) Torchy’s Tacos, from which we purchased food items; (11) Tory Burch, LLC, from which we purchased associate recognition gifts; (12) Typeform S.L., from which we purchased data collection software services; and (13) Uber Technologies, Inc., from which we purchased transportation services. Mr. Brown does not serve as a director or officer of any of these portfolio companies.
|
•
|
Mr. Carey served as Chief Executive Officer of PepsiCo North America, from which we purchased food and beverage products.
|
•
|
Ms. Foulkes served as Chief Executive Officer and a member of the board of directors of Hudson’s Bay Company, from which we purchased associate gifts and apparel.
|
•
|
Ms. Gooden served as a director of Automatic Data Processing, Inc., from which we purchased payroll and tax services; and as a director of General Motors Company, from which we purchased automobiles and related services.
|
•
|
Mr. Hewett served as Non-Executive Chairman of DiversiTech Corporation, from which we purchased heating, ventilating, air conditioning, refrigeration and other related
merchandise, and as a director of Wells Fargo & Company, from which we obtained banking and financial services.
|
•
|
Mr. Kadre served as a director of Republic Services, Inc., from which we purchased waste management services.
|
•
|
Ms. Linnartz served as Executive Vice President and Global Chief Commercial Officer of Marriott International, Inc., from which we purchased lodging and event-related services.
|
•
|
Mr. Vadon served as a director of Qurate Retail, Inc., from which we purchased digital goods and services, and as a director of New Engen, Inc. from which we purchased digital marketing services.
|
The Home Depot 2019 Proxy Statement
|
9
|
|
|
|
10
|
The Home Depot 2019 Proxy Statement
|
•
|
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.
|
|
The Home Depot 2019 Proxy Statement
|
11
|
|
•
|
Demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision;
|
•
|
Be 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
|
•
|
Be prepared and able to participate fully in Board activities, including membership on at least two committees.
|
|
12
|
The Home Depot 2019 Proxy Statement
|
|
The Home Depot 2019 Proxy Statement
|
13
|
Qualifications and Attributes
|
|
Relevance to The Home Depot
|
|
Board Composition
|
Retail/Merchandising
|
|
Experience in the retail industry provides a relevant understanding of our business, strategy and marketplace dynamics.
|
|
5 of 12
|
Strategic Management
|
|
We allocate capital and undertake new initiatives to run our operations, grow our business, and return value to shareholders.
|
|
11 of 12
|
Supply Chain
|
|
Directors with expertise in the management of relationships with suppliers and customers provide important perspectives on achieving efficient operations and building partnerships to support growth.
|
|
5 of 12
|
Marketing/Communications
|
|
Directors with this expertise provide important perspective on expanding market share and communicating with our customers and other stakeholders.
|
|
6 of 12
|
E-Commerce
|
|
E-commerce is an essential part of the Company’s One Home Depot strategy for growth and optimizing the customer experience.
|
|
4 of 12
|
Real Estate
|
|
Given our significant physical footprint, directors with real estate experience can provide insight on opportunities and managing our locations.
|
|
2 of 12
|
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.
|
|
12 of 12
|
Information Technology
|
|
We rely on technology to manage customer, associate and supplier data and deliver products and services to the market.
|
|
4 of 12
|
Data Protection/Cybersecurity
|
|
The protection of customer, associate, and supplier data is of the utmost importance and will continue to grow in importance as we expand technological capabilities.
|
|
2 of 12
|
International
|
|
With global operations in several countries, international experience helps us understand opportunities and challenges.
|
|
9 of 12
|
Finance
|
|
Our business involves complex financial transactions and reporting requirements.
|
|
8 of 12
|
Governance
|
|
As a public company, we and our shareholders expect effective oversight and transparency.
|
|
6 of 12
|
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.
|
|
9 of 12
|
Diversity
|
|
We believe diversity strengthens our competitive advantage and reflects the customers we serve.
|
|
5 of 12
|
14
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
15
|
16
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
17
|
18
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
19
|
20
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
21
|
•
|
Reviewed and discussed the audited consolidated financial statements with the Company’s management and discussed with KPMG LLP, independent registered public accounting firm for the Company, 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 disclosures and the letter 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 Annual Report on Form 10-K for Fiscal
2018
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
2018
, 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.
|
•
|
J. Frank Brown, Chair
|
•
|
Ari Bousbib
|
•
|
Linda R. Gooden
|
•
|
Wayne M. Hewett
|
•
|
Manuel Kadre
|
•
|
Mark Vadon
|
22
|
The Home Depot 2019 Proxy Statement
|
|
|
Fiscal 2018
|
Fiscal 2017
|
||||
Audit Fees
|
$
|
5,623
|
|
$
|
5,568
|
|
Audit-Related Fees
|
222
|
|
208
|
|
||
Tax Fees
|
392
|
|
582
|
|
||
All Other Fees
|
—
|
|
—
|
|
||
Total Fees
|
$
|
6,237
|
|
$
|
6,358
|
|
|
The Home Depot 2019 Proxy Statement
|
23
|
ü
|
Approximately
88.4%
of the Fiscal
2018
target compensation for our CEO and approximately
80.0%
of the Fiscal
2018
target compensation for our other NEOs was variable and paid based upon attainment of our pre-determined corporate performance objectives or the performance of our common stock.
|
ü
|
For Fiscal
2018
, approximately
65%
of our CEO’s target compensation and approximately
58%
of the target compensation of our other NEOs was equity-based and paid in a mix of performance shares, performance-based restricted stock, and options.
|
ü
|
Our NEOs do not receive tax reimbursements (also known as “gross-ups”), supplemental executive retirement plans, defined benefit pension plans, guaranteed salary increases or guaranteed bonuses and have limited perquisites.
|
ü
|
We employ a number of mechanisms to mitigate the chance of our compensation programs encouraging excessive risk taking, including an annual review and risk assessment of all elements of compensation by the LDC Committee, a compensation recoupment policy, stock ownership guidelines, and an anti-hedging policy.
|
24
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
25
|
•
|
We maintain a diversity microsite on The Home Depot careers website, available at careers.homedepot.com > Culture > Diversity, which provides potential candidates with a unique perspective into our diverse and inclusive culture and workforce. In addition, we use an employment marketing strategy that enables us to source and recruit diverse associates through such avenues as national and local career fairs, social media, and multilingual ads and flyers.
|
•
|
We partner with several diverse local and national organizations, such as Catalyst, the National Association for the Advancement of Colored People (NAACP), National Urban League, Hispanic Association on Corporate Responsibility and the National Association of Chinese Americans, to promote community involvement and both attract and develop diverse talent.
|
•
|
Our internal communication strategy includes diversity and inclusion messaging focused on increasing cultural awareness and reiterating the importance of diversity and inclusion as core values. This includes focused communications in our stores and featured articles on our internal website showcasing associate accomplishments and opportunities for growth and development.
|
•
|
We engage our associates through our seven Associate Resource Groups (“ARGs”), which are comprised of associates with an interest in the following dimensions of diversity: African-American, Disabled, Hispanic/Latino, LGBT (Lesbian, Gay, Bisexual and Transgender), Military, Pan-Asian and Women. Our ARGs are committed to supporting the Company’s business objectives and driving associate engagement through professional development, cultural awareness and community outreach.
|
26
|
The Home Depot 2019 Proxy Statement
|
•
|
In addition to diversity and inclusion training for all leaders, we develop our leaders’ capabilities through our Leaders Inclusion Network. This program builds on our Women in Leadership efforts with a gender-balanced approach to promote inclusion and empower leaders to champion diverse talent. In 2018, we also launched unconscious bias training for all officers.
|
•
|
Our LDC Committee, which oversees our diversity and inclusion efforts, is committed to promoting diversity throughout the Company. The LDC Committee reviews our diversity and inclusion strategy and initiatives on at least an annual basis.
|
The Home Depot 2019 Proxy Statement
|
27
|
28
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
29
|
•
|
Include annual quantitative metrics regarding the number of supplier audits conducted by the Company which evaluated whether prison labor is present in the supply chain, as well as the summary of those results.
|
•
|
Evaluate any risks to finances, operations, and reputation related to prison labor in the Home Depot supply chain.
|
30
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
31
|
|
•
|
Craig A. Menear, Chairman, CEO and President;
|
•
|
Carol B. Tomé, CFO and Executive Vice President – Corporate Services;
|
•
|
Mark Q. Holifield, Executive Vice President – Supply Chain and Product Development;
|
•
|
Edward P. Decker, Executive Vice President – Merchandising; and
|
•
|
Matthew A. Carey, Executive Vice President and Chief Information Officer.
|
32
|
The Home Depot 2019 Proxy Statement
|
|
•
|
Connect Associates to Customer Needs
|
•
|
Interconnected Experience: Store to Online, Online to Store
|
•
|
Connect Products and Services to Customer Needs
|
•
|
Connect Product to Shelf, Site and Customer
|
•
|
Innovate Our Business Model and Value Chain
|
•
|
Increased net sales by
7.2%
to
$108.2
billion;
|
•
|
Increased operating income by
5.8%
to
$15.5
billion;
|
•
|
Increased net earnings by
28.9%
to
$11.1
billion and diluted earnings per share by
33.5%
to $
9.73
;
|
•
|
Generated
$13.0
billion in operating cash flow; and
|
•
|
Increased ROIC from
34.2%
to
44.8%
.
|
The Home Depot 2019 Proxy Statement
|
33
|
FISCAL 2018 EXECUTIVE COMPENSATION REPORT CARD:
THE HOME DEPOT PAYS FOR PERFORMANCE
|
Fiscal 2018 Performance Measures and Actual Performance
|
|
Executive Compensation Results
|
||||||||
Management Incentive Plan:
|
||||||||||
($ in billions)
Metrics
|
Threshold
|
Target
|
Maximum
|
Actual*
|
|
NEO
|
Performance as
% of Target
|
MIP Payout
|
||
Sales (40%)
|
$102.26
|
$107.64
|
$129.17
|
$108.31
|
|
C. Menear
|
94.1%
|
|
$2,446,686
|
|
Operating Profit (40%)
|
$14.02
|
$15.58
|
$18.69
|
$15.55
|
|
C. Tomé
|
94.1%
|
|
$1,340,972
|
|
Inventory Turns (20%)
|
4.74
|
5.27
|
6.33
|
5.08
|
|
M. Holifield
|
100.1%
|
|
$821,110
|
|
|
|
|
|
|
|
E. Decker
|
100.1%
|
|
$811,096
|
|
|
|
|
|
|
|
M. Carey
|
94.1%
|
|
$729,301
|
|
|
|
|
|
|
|
|
|
|
||
Fiscal 2018-2020 Performance Share Award:
|
||||||||||
($ in billions)
Metrics
|
Threshold
|
Target
|
Maximum
|
Results as of FYE2018*
|
|
At the end of the first year of the three-year performance cycle, results are tracking between threshold and target.
|
||||
Three-Year Average ROIC (50%)
|
41.2%
|
45.7%
|
50.3%
|
44.0%
|
|
Shares are received following the end of the three-year performance period, if and to the extent the performance measures are met.
|
||||
Three-Year Average Operating Profit (50%)
|
$14.94
|
$16.60
|
$18.26
|
$15.23
|
|
|||||
Payout as a Percent of Target
|
25%
|
100%
|
200%
|
n/a
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Performance-Based Restricted Stock:
|
|
|
|
|
||||||
Restricted stock is forfeited if Fiscal 2018 operating profit is not at least 90% of the MIP target.
|
|
Shares of restricted stock were not forfeited, and will vest 50% after 30 months and 50% after 60 months from grant date.
|
||||||||
($ in billions)
Metric
|
Threshold
(90% of Target)
|
Target
|
Actual*
|
|
||||||
Operating Profit
|
$14.02
|
$15.58
|
$15.55
|
|
|
|
|
|||
|
|
|
|
|||||||
Stock Options:
|
||||||||||
Based on stock price performance – annual grant with an exercise price of $178.02 made on March 21, 2018
|
|
At the end of Fiscal 2018, options were in-the-money by $6.35 per share.
|
||||||||
|
|
Options vest 25% on the second, third, fourth and fifth anniversaries of the grant date.
|
34
|
The Home Depot 2019 Proxy Statement
|
ü
|
100% of annual incentive compensation under our
Fiscal 2018
MIP was tied to performance against pre-established, specific, measurable financial performance goals.
|
ü
|
One half of the annual
Fiscal 2018
equity grant was in the form of a three-year performance share award with payout contingent on achieving pre-established average ROIC and operating profit targets over the three-year performance period.
|
ü
|
Our performance-based restricted stock awards, which comprised 30% of the annual
Fiscal 2018
equity grant, were forfeitable if
Fiscal 2018
operating profit had been less than 90% of the MIP 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 many of our peers, with the performance-based restricted stock and stock options vesting over five years and the performance shares cliff vesting after three years (subject to achievement of performance goals), which better aligns executive officers’ interests with the interests of our shareholders in the long-term performance of the Company.
|
ü
|
Approximately
88.4%
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 executive officers; we have limited perquisites; and we do not have any supplemental executive retirement plans, defined benefit pension plans, guaranteed salary increases or guaranteed bonuses.
|
ü
|
We prohibit all associates, officers and directors from entering into hedging or monetization transactions designed to limit the financial risk of owning Company stock.
|
•
|
The LDC Committee approved salary increases for the NEOs based on its assessment of individual performance and other factors, as discussed in more detail below;
|
•
|
Our MIP paid out slightly below the target performance level, reflecting sales performance above target, but operating profit and inventory turns below target;
|
•
|
The performance condition on the performance-based restricted stock granted in
Fiscal 2018
was satisfied, although the shares still remain subject to service-based vesting requirements; and
|
•
|
The NEOs earned approximately
150.1%
of their
2016
-
2018
performance share award because we achieved average ROIC and operating profit over the three-year performance period of
34.8%
and
$14.49
billion, respectively, reflecting performance in excess of the target level for each metric.
|
The Home Depot 2019 Proxy Statement
|
35
|
|
Participant
|
|
Role in the Executive Compensation Determination Process
|
Independent Members of the Board
|
•
|
The independent members of the Board, consisting of all directors other than Mr. Menear, evaluated the performance and determined the compensation of the CEO.
|
LDC Committee
|
•
|
The LDC Committee evaluated the performance and determined the compensation of our executive officers other than the CEO.
|
|
•
|
The LDC Committee evaluated the CEO’s performance and made recommendations to the independent members of the Board regarding compensation for 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 2018.
|
Executive Officers
|
•
|
The CEO and the EVP-HR made recommendations to the LDC Committee as to the amount and form of executive compensation for executive officers (other than the CEO and the EVP-HR).
|
|
•
|
At the request of the LDC Committee, both the EVP-HR and the CEO regularly attended LDC Committee meetings, excluding executive sessions where their respective compensation and other matters were discussed.
|
Independent Compensation
Consultant
|
•
|
In November 2017, the LDC Committee engaged Pay Governance LLC as its independent compensation consultant for Fiscal 2018 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 2018 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 the CEO. 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 2018, and none of its affiliates provided any services to the Company. In addition, under the 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 each of those factors, the LDC Committee determined that Pay Governance was independent and that its work did not raise any conflicts of interest.
|
36
|
The Home Depot 2019 Proxy Statement
|
Retail Peer Group
|
|||
AutoNation, Inc.
|
Dollar Tree, Inc.
|
Murphy USA, Inc.
|
SuperValu Inc.
|
|
|
|
|
AutoZone, Inc.
|
Genuine Parts Company
|
Nordstrom, Inc.
|
Target Corporation
|
|
|
|
|
Bed Bath & Beyond Inc.
|
Group 1 Automotive, Inc.
|
Office Depot, Inc.
|
The Gap, Inc.
|
|
|
|
|
Best Buy Co., Inc.
|
J. C. Penney Company, Inc.
|
Penske Automotive Group, Inc.
|
The Kroger Co.
|
|
|
|
|
CarMax, Inc.
|
Kohl’s Corporation
|
QVC Group
|
The TJX Companies, Inc.
|
|
|
|
|
Costco Wholesale Corporation
|
L Brands, Inc.
|
Rite Aid Corporation
|
Walgreens Boots Alliance, Inc.
|
|
|
|
|
CVS Health Corporation
|
Lowe’s Companies, Inc.
|
Ross Stores, Inc.
|
Wal-Mart Stores, Inc.
|
|
|
|
|
Dollar General Corporation
|
Macy’s, Inc.
|
Sears Holding Corporation
|
|
|
Percentile Rank
|
||
Category
|
Fortune 50
(2)
|
|
Retail Peers
|
Company Revenue
(1)
|
56%
|
|
85%
|
CEO Target Total Compensation
|
9%
|
|
55%
|
(1)
|
Based on fiscal
2017
revenue as reported in SEC filings.
|
(2)
|
Excludes Bank of America Corporation, Berkshire Hathaway Inc., Citigroup Inc., Fannie Mae, Freddie Mac, JP Morgan Chase & Co., and Wells Fargo & Company. Alphabet Inc. and Amazon.com, Inc. were also excluded due to the atypical compensation structures of their founder/CEOs. Albertsons Companies, Inc., Dell Technologies and State Farm were excluded because they are private companies and did not disclose executive compensation data.
|
ü
|
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 quality performance and how the programs will be viewed by the investment community and other external constituencies.
|
ü
|
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.
|
The Home Depot 2019 Proxy Statement
|
37
|
ü
|
Robust internal controls are in place to ensure compensation plans are operated as designed and approved.
|
ü
|
Compensation programs and pay amounts at multiple levels are routinely analyzed against market data by the LDC Committee and management to ensure compensation is appropriate to the market.
|
ü
|
Bonus, incentive and equity awards to executive officers are subject to a recoupment policy, as described below on page 43, to discourage manipulation of incentive program elements.
|
ü
|
Stock ownership guidelines are in place to further align the interests of shareholders and executive officers, as described below beginning on page 43.
|
ü
|
Performance and payment time horizons are appropriate, and they are not overweight in short-term incentives.
|
ü
|
The relationship between the incremental achievement levels and corresponding payouts in our incentive plans is appropriate, and all incentives, other than equity incentives that are tied to growth in our share price, have payout caps.
|
ü
|
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, and the risk of overweighting it is mitigated by using it across different time horizons.
|
ü
|
Criteria for payments are closely aligned with our strategic initiatives, our financial plan and shareholder interests.
|
ü
|
Payout curves are reasonable and do not contain steep “cliffs” that might encourage unreasonable short-term business decisions to achieve payment thresholds.
|
ü
|
Equity for senior officers is paid in a mix of performance shares, performance-based restricted stock, and stock options; other associates receive equity in the form of service-based restricted stock.
|
|
38
|
The Home Depot 2019 Proxy Statement
|
Name
|
2018 Base Salary
|
|
2017 Base Salary
|
|
Percent Increase
|
Craig A. Menear
|
$1,300,000
|
|
$1,300,000
|
|
—
|
Carol B. Tomé
|
$1,140,000
|
|
$1,110,000
|
|
2.7%
|
Mark Q. Holifield
|
$820,000
|
|
$800,000
|
|
2.5%
|
Edward P. Decker
|
$810,000
|
|
$790,000
|
|
2.5%
|
Matthew A. Carey
|
$775,000
|
|
$755,000
|
|
2.6%
|
Fiscal 2018 Performance Measures
|
||||||||||||||
Measure
|
Weighting
|
Threshold
|
% of Target
Goal |
% of Target
Payout |
Target
|
Maximum
|
% of Target
Goal |
% of Target
Payout |
||||||
Sales
|
40%
|
|
$102.26
|
|
95%
|
10%
|
|
$107.64
|
|
|
$129.17
|
|
120%
|
200%
|
Operating Profit
|
40%
|
|
$14.02
|
|
90%
|
10%
|
|
$15.58
|
|
|
$18.69
|
|
120%
|
200%
|
Inventory Turns
|
20%
|
4.74
|
|
90%
|
10%
|
5.27
|
|
6.33
|
|
120%
|
200%
|
The Home Depot 2019 Proxy Statement
|
39
|
|
At Target Performance
|
|
At Actual Performance
|
||||||
Name
|
% of Base Salary
|
Dollar Amount
|
|
% of Base Salary
|
Dollar Amount
|
||||
Craig A. Menear
|
200%
|
|
$2,600,000
|
|
|
188.2%
|
|
$2,446,686
|
|
Carol B. Tomé
|
125%
|
|
$1,425,000
|
|
|
117.6%
|
|
$1,340,972
|
|
Mark Q. Holifield
|
100%
|
|
$820,000
|
|
|
100.1%
|
|
$821,110
|
|
Edward P. Decker
|
100%
|
|
$810,000
|
|
|
100.1%
|
|
$811,096
|
|
Matthew A. Carey
|
100%
|
|
$775,000
|
|
|
94.1%
|
|
$729,301
|
|
40
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
41
|
Name
|
Value at Date of Grant
(1)
(3/23/2016) |
Shares Earned at
End of Performance Period (2/3/2019) |
Value at
End of Performance Period (2) (2/3/2019) |
Craig A. Menear
|
$2,433,291
|
29,768
|
$5,488,326
|
Carol B. Tomé
|
$1,208,311
|
14,782
|
$2,725,357
|
Mark Q. Holifield
|
$666,596
|
8,154
|
$1,503,353
|
Edward P. Decker
|
$666,596
|
8,154
|
$1,503,353
|
Matthew A. Carey
|
$716,601
|
8,766
|
$1,616,187
|
•
|
The Deferred Compensation Plan For Officers (solely funded by the individuals who participate in the plan); and
|
•
|
The 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 IRS annual compensation limit for tax-qualified plans, payable in shares of common stock of the Company upon retirement or other employment termination.
|
42
|
The Home Depot 2019 Proxy Statement
|
|
Annual Risk Assessment
|
|
As discussed above under “Mitigating Compensation Risk” on page 37, the LDC Committee undertakes an annual review and risk assessment of our compensation policies and practices.
|
Compensation Recoupment Policy
|
|
In February 2019, our Board adopted an updated executive compensation clawback policy, which is set forth in our Corporate Governance Guidelines and LDC Committee charter. Pursuant to the clawback policy, to the extent deemed appropriate and as permitted by law, the Board or the LDC Committee will recover from an executive officer 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, restricted stock, and shares acquired pursuant to the ESPP, the FutureBuilder 401(k) Plan and the 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.
|
The Home Depot 2019 Proxy Statement
|
43
|
Stock Ownership and Retention Guidelines (continued)
|
|
As of March 8, 2019, all of our NEOs complied with the stock ownership and retention guidelines and held the following multiples of base salary (rounded to the nearest whole multiple):
|
Anti-Hedging Policy
|
|
In Fiscal 2012, the Company 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.
|
Equity Grant Procedures
|
|
Company-wide equity grants, including equity grants to NEOs, are awarded annually effective as of the date of the March meeting of the LDC Committee, which is generally scheduled at least a year in advance. Throughout the year, equity awards are made to new hires, promoted employees, and, in rare circumstances, as a reward for exceptional performance. In all 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.
|
|
|
44
|
The Home Depot 2019 Proxy Statement
|
The Home Depot 2019 Proxy Statement
|
45
|
|
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
($)
|
||||||
Craig A. Menear
Chairman, Chief Executive Officer & President
|
|
|
|
|||||||||||
2018
|
1,325,000
|
|
—
|
6,058,925
|
|
1,459,983
|
|
2,446,686
|
|
—
|
76,068
|
|
11,366,662
|
|
2017
|
1,300,000
|
|
—
|
5,955,804
|
|
1,459,987
|
|
2,843,328
|
|
—
|
81,893
|
|
11,641,012
|
|
2016
|
1,300,000
|
|
—
|
4,866,582
|
|
2,433,320
|
|
2,759,445
|
|
—
|
112,254
|
|
11,471,601
|
|
Carol B. Tomé
Chief Financial Officer & Executive Vice President – Corporate Services
|
|
|
||||||||||||
2018
|
1,154,423
|
|
—
|
3,162,729
|
|
749,978
|
|
1,340,972
|
|
—
|
145,323
|
|
6,553,425
|
|
2017
|
1,104,231
|
|
—
|
3,062,459
|
|
744,981
|
|
1,517,353
|
|
—
|
129,760
|
|
6,558,784
|
|
2016
|
1,079,231
|
|
—
|
2,416,623
|
|
1,208,321
|
|
1,439,422
|
|
—
|
99,839
|
|
6,243,436
|
|
Mark Q. Holifield
Executive Vice President – Supply Chain & Product Development
|
|
|
|
|||||||||||
2018
|
830,769
|
|
—
|
1,857,012
|
|
439,989
|
|
821,110
|
|
—
|
56,916
|
|
4,005,796
|
|
2017
|
795,385
|
|
—
|
1,688,772
|
|
409,986
|
|
879,812
|
|
—
|
37,003
|
|
3,810,958
|
|
2016
|
775,385
|
|
—
|
1,333,192
|
|
666,658
|
|
821,071
|
|
—
|
112,160
|
|
3,708,466
|
|
Edward P. Decker
Executive Vice President – Merchandising
|
|
|
|
|||||||||||
2018
|
820,577
|
|
—
|
1,855,309
|
|
439,989
|
|
811,096
|
|
—
|
60,328
|
|
3,987,299
|
|
2017
|
784,231
|
|
—
|
1,727,715
|
|
419,992
|
|
868,815
|
|
—
|
36,842
|
|
3,837,595
|
|
Matthew A. Carey
Executive Vice President & Chief Information Officer
|
|
|
|
|||||||||||
2018
|
784,904
|
|
—
|
1,850,214
|
|
439,989
|
|
729,301
|
|
—
|
79,762
|
|
3,884,170
|
|
2017
|
750,385
|
|
—
|
1,805,223
|
|
439,982
|
|
825,659
|
|
—
|
19,459
|
|
3,840,708
|
|
2016
|
730,385
|
|
—
|
1,433,201
|
|
716,651
|
|
780,074
|
|
—
|
21,766
|
|
3,682,077
|
|
(1)
|
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. In addition, Fiscal
2018
contained 53 weeks, compared to 52 weeks in Fiscal
2017
and Fiscal
2016
, so Fiscal
2018
salary amounts include one additional week of pay.
|
(2)
|
Amounts set forth in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of awards granted in Fiscal
2018
, Fiscal
2017
and Fiscal
2016
computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the option awards are set forth in Note 8 to the Company’s consolidated financial statements included in the Company’s
2018
Form 10-K. The valuation of performance-based restricted stock and performance share awards and of share equivalents granted under the Restoration Plan is based on the closing stock price on the grant date.
|
(3)
|
Amounts reflect the grant date fair value of performance share and performance-based restricted stock awards granted to the NEOs during Fiscal
2018
, Fiscal
2017
and Fiscal
2016
, plus the value of share equivalents under the Restoration Plan in Fiscal
2018
and Fiscal
2017
, as set forth in the table below. Fiscal 2018 Restoration Plan contributions reflect contributions for two plan years, since the January 31, 2018 and January 31, 2019 allocation dates both fell within Fiscal 2018. No contributions to the Restoration Plan are shown for Fiscal 2016 because the January 31, 2017 allocation date fell within Fiscal
2017
.
|
|
Grant Date Fair Value for
Performance Shares
($)
|
|
Grant Date Fair Value for Performance-Based Restricted Stock
($)
|
|
Value of Share Equivalents Under
Restoration Plan
($)
|
||||||
Name
|
Fiscal 2018
|
Fiscal 2017
|
Fiscal 2016
|
|
Fiscal 2018
|
Fiscal 2017
|
Fiscal 2016
|
|
Fiscal 2018
|
Fiscal 2017
|
Fiscal 2016
|
Craig A. Menear
|
3,649,944
|
3,649,960
|
2,433,291
|
|
2,189,824
|
2,189,917
|
2,433,291
|
|
219,157
|
115,927
|
—
|
Carol B. Tomé
|
1,874,907
|
1,862,483
|
1,208,311
|
|
1,124,908
|
1,117,431
|
1,208,311
|
|
162,914
|
82,545
|
—
|
Mark Q. Holifield
|
1,099,986
|
1,024,889
|
666,596
|
|
659,920
|
614,933
|
666,596
|
|
97,106
|
48,950
|
—
|
Edward P. Decker
|
1,099,986
|
1,049,940
|
N/A
|
|
659,920
|
629,964
|
N/A
|
|
95,403
|
47,811
|
N/A
|
Matthew A. Carey
|
1,099,986
|
1,099,895
|
716,601
|
|
659,920
|
659,878
|
716,601
|
|
90,308
|
45,450
|
—
|
46
|
The Home Depot 2019 Proxy Statement
|
(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 also 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 identifies the perquisites and other compensation for Fiscal
2018
that are required to be quantified by SEC rules. In addition to personal aircraft use, the Company made matching contributions to charitable organizations on behalf of the NEOs, as shown below.
|
Name
|
Use of Airplane
($)
|
|
Matching Charitable Contributions
($)
|
||
Craig A. Menear
|
41,555
|
|
|
—
|
|
Carol B. Tomé
|
40,235
|
|
|
64,992
|
|
Mark Q. Holifield
|
—
|
|
|
14,940
|
|
Edward P. Decker
|
—
|
|
|
20,850
|
|
Matthew A. Carey
|
—
|
|
|
5,000
|
|
The Home Depot 2019 Proxy Statement
|
47
|
|
48
|
The Home Depot 2019 Proxy Statement
|
|
FISCAL 2018 GRANTS OF PLAN-BASED AWARDS
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
All Other Stock Awards:
Number of Shares of Stock or Units
(#)
|
All Other Option Awards:
Number of Securities Underlying Options
(#)
|
Exercise 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
(#)
|
||||||||||||||
Craig A. Menear
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Shares
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
2,562
|
|
20,503
|
|
41,006
|
|
—
|
|
—
|
|
—
|
|
3,649,944
|
|
Annual Stock Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
12,301
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,189,824
|
|
Annual Option Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,327
|
|
178.02
|
|
1,459,983
|
|
MIP
(2)
|
2/22/2018
|
2/22/2018
|
104,000
|
|
2,600,000
|
|
5,200,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Carol B. Tomé
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Shares
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
1,316
|
|
10,532
|
|
21,064
|
|
—
|
|
—
|
|
—
|
|
1,874,907
|
|
Annual Stock Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
6,319
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,124,908
|
|
Annual Option Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23,284
|
|
178.02
|
|
749,978
|
|
MIP
(2)
|
2/22/2018
|
2/22/2018
|
57,000
|
|
1,425,000
|
|
2,850,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Mark Q. Holifield
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Shares
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
772
|
|
6,179
|
|
12,358
|
|
—
|
|
—
|
|
—
|
|
1,099,986
|
|
Annual Stock Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
3,707
|
|
—
|
|
—
|
|
—
|
|
—
|
|
659,920
|
|
Annual Option Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,660
|
|
178.02
|
|
439,989
|
|
MIP
(2)
|
2/22/2018
|
2/22/2018
|
32,800
|
|
820,000
|
|
1,640,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Edward P. Decker
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Shares
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
772
|
|
6,179
|
|
12,358
|
|
—
|
|
—
|
|
—
|
|
1,099,986
|
|
Annual Stock Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
3,707
|
|
—
|
|
—
|
|
—
|
|
—
|
|
659,920
|
|
Annual Option Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,660
|
|
178.02
|
|
439,989
|
|
MIP
(2)
|
2/22/2018
|
2/22/2018
|
32,400
|
|
810,000
|
|
1,620,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Matthew A. Carey
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Shares
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
772
|
|
6,179
|
|
12,358
|
|
—
|
|
—
|
|
—
|
|
1,099,986
|
|
Annual Stock Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
3,707
|
|
—
|
|
—
|
|
—
|
|
—
|
|
659,920
|
|
Annual Option Grant
|
3/21/2018
|
2/22/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,660
|
|
178.02
|
|
439,989
|
|
MIP
(2)
|
2/22/2018
|
2/22/2018
|
31,000
|
|
775,000
|
|
1,550,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
All awards were granted under the Omnibus Plan other than MIP awards.
|
(2)
|
The Fiscal
2018
MIP was based on achievement of pre-established performance goals as described in the Compensation Discussion and Analysis. The amount in the “Threshold” column for the
2018
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 the NEOs for Fiscal
2018
—Fiscal
2018
MIP.”
|
(3)
|
Annual equity awards under the Omnibus Plan were approved at the
February 22, 2018
meeting of the LDC Committee (or by the independent Board members for the CEO) but were effective as of
March 21, 2018
. See discussion under “Equity Grant Procedures” on page 44 in the Compensation Discussion and Analysis above.
|
(4)
|
Amounts represent the grant date fair value of awards granted in Fiscal
2018
computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the option awards are set forth in Note 8 to the Company’s consolidated financial statements as filed with the SEC in the
2018
Form 10-K. The valuation of restricted stock and performance share awards is based on the closing stock price on the grant date.
|
The Home Depot 2019 Proxy Statement
|
49
|
|
Award Type
|
Award Terms
|
Performance Shares
|
For Fiscal 2018, 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 “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 retirement at or after age 60 with at least five years of continuous service (“retirement”), 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. Menear, Ms. Tomé and Mr. Holifield have reached age 60 and have more than five years of service, they are “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 2018, 30% of the annual equity grant provided to the NEOs was in the form of performance-based restricted stock, which was forfeitable if Fiscal 2018 operating profit was less than 90% of the MIP target for Fiscal 2018. If the performance target is met, as it was for Fiscal 2018, 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, if sooner, upon termination due to death or disability or termination without cause within 12 months following a change in control. In addition, if the performance target is met, the restricted stock becomes non-forfeitable once the executive reaches retirement eligibility but is not transferable before the time-based vesting dates. Because Mr. Menear, Ms. Tomé and Mr. Holifield were retirement eligible at the time the performance condition was met, their awards became non-forfeitable 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 then paid currently on the shares of restricted stock.
|
Annual Stock Option Grants
|
For Fiscal 2018, 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, if sooner, upon termination due to death or 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. Menear, Ms. Tomé and Mr. Holifield are retirement eligible, their option awards are non-forfeitable but are not exercisable until the time-based vesting dates.
|
50
|
The Home Depot 2019 Proxy Statement
|
Award Type
|
Award Terms
|
Fiscal 2018 MIP
|
Each of the NEOs participated in the Fiscal 2018 MIP, the Company’s annual cash-based incentive plan. The Fiscal 2018 MIP payout was based upon achievement of pre-established financial performance goals, as described under “Elements of Our Compensation Programs—Annual Incentive” in the Compensation Discussion and Analysis on page 39 above.
The LDC Committee approved threshold, target and maximum payout levels for Fiscal 2018 for the NEOs under the MIP. The threshold, target and maximum potential payouts under the MIP for the NEOs reflect the following percentages of base salary at the end of Fiscal 2018: |
|
Percentage of Base Salary
|
||
Name
|
Threshold
|
Target
|
Maximum
|
Craig A. Menear
|
8%
|
200%
|
400%
|
Carol B. Tomé
|
5%
|
125%
|
250%
|
Mark Q. Holifield
|
4%
|
100%
|
200%
|
Edward P. Decker
|
4%
|
100%
|
200%
|
Matthew A. Carey
|
4%
|
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. The actual amounts earned based on achievement of Fiscal 2018 MIP performance goals are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
The Home Depot 2019 Proxy Statement
|
51
|
|
OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END
|
||||||||||||||||
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(1)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
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)
|
||||||
Craig A. Menear
|
113,468
|
|
—
|
|
—
|
36.62
|
3/22/2021
|
|
2,500
|
|
460,925
|
|
29,768
|
|
5,488,326
|
|
|
95,274
|
|
—
|
|
—
|
49.79
|
3/20/2022
|
|
5,000
|
|
921,850
|
|
51,452
|
|
9,486,205
|
|
|
68,468
|
|
—
|
|
—
|
69.65
|
3/26/2023
|
|
3,794
|
|
699,500
|
|
5,208
|
|
960,199
|
|
|
62,722
|
|
20,908
|
|
—
|
78.87
|
3/25/2024
|
|
5,228
|
|
963,886
|
|
—
|
|
—
|
|
|
161,478
|
|
53,827
|
|
—
|
97.57
|
11/19/2024
|
|
4,863
|
|
896,591
|
|
—
|
|
—
|
|
|
62,977
|
|
62,978
|
|
—
|
116.15
|
3/23/2025
|
|
8,121
|
|
1,497,269
|
|
—
|
|
—
|
|
|
30,018
|
|
90,057
|
|
—
|
130.22
|
3/22/2026
|
|
12,301
|
|
2,267,935
|
|
—
|
|
—
|
|
|
—
|
|
67,265
|
|
—
|
147.36
|
3/21/2027
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
45,327
|
|
—
|
178.02
|
3/20/2028
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Carol B. Tomé
|
26,334
|
|
—
|
|
—
|
36.62
|
3/22/2021
|
|
3,794
|
|
699,500
|
|
14,782
|
|
2,725,357
|
|
|
118,140
|
|
—
|
|
—
|
49.79
|
3/20/2022
|
|
2,689
|
|
495,771
|
|
26,254
|
|
4,840,450
|
|
|
84,465
|
|
—
|
|
—
|
69.65
|
3/26/2023
|
|
2,415
|
|
445,254
|
|
2,675
|
|
493,190
|
|
|
62,722
|
|
20,908
|
|
—
|
78.87
|
3/25/2024
|
|
4,144
|
|
764,029
|
|
—
|
|
—
|
|
|
32,388
|
|
32,389
|
|
—
|
116.15
|
3/23/2025
|
|
6,319
|
|
1,165,034
|
|
—
|
|
—
|
|
|
14,906
|
|
44,720
|
|
—
|
130.22
|
3/22/2026
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
34,323
|
|
—
|
147.36
|
3/21/2027
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
23,284
|
|
—
|
178.02
|
3/20/2028
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Mark Q. Holifield
|
—
|
|
4,397
|
|
—
|
81.97
|
2/26/2024
|
|
793
|
|
146,205
|
|
8,154
|
|
1,503,353
|
|
|
—
|
|
12,121
|
|
—
|
78.87
|
3/25/2024
|
|
2,199
|
|
405,430
|
|
14,447
|
|
2,663,593
|
|
|
17,993
|
|
17,994
|
|
—
|
116.15
|
3/23/2025
|
|
1,493
|
|
275,264
|
|
1,569
|
|
289,277
|
|
|
8,224
|
|
24,673
|
|
—
|
130.22
|
3/22/2026
|
|
1,707
|
|
314,720
|
|
—
|
|
—
|
|
|
—
|
|
18,889
|
|
—
|
147.36
|
3/21/2027
|
|
2,280
|
|
420,364
|
|
—
|
|
—
|
|
|
—
|
|
13,660
|
|
—
|
178.02
|
3/20/2028
|
|
3,707
|
|
683,460
|
|
—
|
|
—
|
|
Edward P. Decker
|
47,489
|
|
—
|
|
—
|
32.32
|
3/23/2020
|
|
2,500
|
|
460,925
|
|
8,154
|
|
1,503,353
|
|
|
47,908
|
|
—
|
|
—
|
36.62
|
3/22/2021
|
|
4,000
|
|
737,480
|
|
14,800
|
|
2,728,676
|
|
|
36,204
|
|
—
|
|
—
|
49.79
|
3/20/2022
|
|
2,325
|
|
428,660
|
|
1,569
|
|
289,277
|
|
|
25,595
|
|
—
|
|
—
|
69.65
|
3/26/2023
|
|
1,371
|
|
252,771
|
|
—
|
|
—
|
|
|
19,998
|
|
6,666
|
|
—
|
78.87
|
3/25/2024
|
|
2,870
|
|
529,142
|
|
—
|
|
—
|
|
|
13,060
|
|
4,354
|
|
—
|
91.15
|
8/20/2024
|
|
2,560
|
|
471,987
|
|
—
|
|
—
|
|
|
17,993
|
|
17,994
|
|
—
|
116.15
|
3/23/2025
|
|
4,275
|
|
788,182
|
|
—
|
|
—
|
|
|
8,224
|
|
24,673
|
|
—
|
130.22
|
3/22/2026
|
|
3,707
|
|
683,460
|
|
—
|
|
—
|
|
|
—
|
|
19,350
|
|
—
|
147.36
|
3/21/2027
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
13,660
|
|
—
|
178.02
|
3/20/2028
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Matthew A. Carey
|
57,908
|
|
—
|
|
—
|
49.79
|
3/20/2022
|
|
4,543
|
|
837,593
|
|
8,766
|
|
1,616,187
|
|
|
52,471
|
|
—
|
|
—
|
69.65
|
3/26/2023
|
|
3,085
|
|
568,781
|
|
15,504
|
|
2,858,472
|
|
|
39,087
|
|
13,030
|
|
—
|
78.87
|
3/25/2024
|
|
2,752
|
|
507,386
|
|
1,569
|
|
289,277
|
|
|
19,343
|
|
19,343
|
|
—
|
116.15
|
3/23/2025
|
|
4,478
|
|
825,609
|
|
—
|
|
—
|
|
|
8,841
|
|
26,523
|
|
—
|
130.22
|
3/22/2026
|
|
3,707
|
|
683,460
|
|
—
|
|
—
|
|
|
—
|
|
20,271
|
|
—
|
147.36
|
3/21/2027
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
13,660
|
|
—
|
178.02
|
3/20/2028
|
|
—
|
|
—
|
|
—
|
|
—
|
|
52
|
The Home Depot 2019 Proxy Statement
|
(1)
|
Unexercisable stock options outstanding as of the end of Fiscal
2018
for each NEO vest as follows:
|
Vesting Date
|
C. Menear
|
C. Tomé
|
M. Holifield
|
E. Decker
|
M. Carey
|
|||||
February 27, 2019
|
—
|
|
—
|
|
4,397
|
|
—
|
|
—
|
|
March 22, 2019
|
16,816
|
|
8,580
|
|
4,722
|
|
4,837
|
|
5,067
|
|
March 23, 2019
|
30,019
|
|
14,907
|
|
8,224
|
|
8,224
|
|
8,841
|
|
March 24, 2019
|
31,489
|
|
16,194
|
|
8,997
|
|
8,997
|
|
9,671
|
|
March 26, 2019
|
20,908
|
|
20,908
|
|
12,121
|
|
6,666
|
|
13,030
|
|
August 21, 2019
|
—
|
|
—
|
|
—
|
|
4,354
|
|
—
|
|
November 20, 2019
|
53,827
|
|
—
|
|
—
|
|
—
|
|
—
|
|
March 21, 2020
|
11,331
|
|
5,821
|
|
3,415
|
|
3,415
|
|
3,415
|
|
March 22, 2020
|
16,816
|
|
8,581
|
|
4,722
|
|
4,838
|
|
5,068
|
|
March 23, 2020
|
30,019
|
|
14,906
|
|
8,224
|
|
8,224
|
|
8,841
|
|
March 24, 2020
|
31,489
|
|
16,195
|
|
8,997
|
|
8,997
|
|
9,672
|
|
March 21, 2021
|
11,332
|
|
5,821
|
|
3,415
|
|
3,415
|
|
3,415
|
|
March 22, 2021
|
16,816
|
|
8,581
|
|
4,722
|
|
4,837
|
|
5,068
|
|
March 23, 2021
|
30,019
|
|
14,907
|
|
8,225
|
|
8,225
|
|
8,841
|
|
March 21, 2022
|
11,332
|
|
5,821
|
|
3,415
|
|
3,415
|
|
3,415
|
|
March 22, 2022
|
16,817
|
|
8,581
|
|
4,723
|
|
4,838
|
|
5,068
|
|
March 21, 2023
|
11,332
|
|
5,821
|
|
3,415
|
|
3,415
|
|
3,415
|
|
Total
|
340,362
|
|
155,624
|
|
91,734
|
|
86,697
|
|
92,827
|
|
(2)
|
Restricted stock outstanding as of the end of Fiscal
2018
for each NEO vests as follows:
|
Vesting Date
|
C. Menear
|
C. Tomé
|
M. Holifield
|
E. Decker
|
M. Carey
|
|||||
February 27, 2019
|
—
|
|
—
|
|
793
|
|
—
|
|
—
|
|
March 26, 2019
|
3,794
|
|
3,794
|
|
2,199
|
|
2,325
|
|
4,543
|
|
August 2, 2019
|
7,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
August 21, 2019
|
—
|
|
—
|
|
—
|
|
1,371
|
|
—
|
|
September 22, 2019
|
4,060
|
|
2,072
|
|
1,140
|
|
2,137
|
|
2,239
|
|
September 21, 2020
|
6,150
|
|
3,159
|
|
1,853
|
|
1,853
|
|
1,853
|
|
March 24, 2020
|
5,228
|
|
2,689
|
|
1,493
|
|
2,870
|
|
3,085
|
|
March 23, 2021
|
4,863
|
|
2,415
|
|
1,707
|
|
2,560
|
|
2,752
|
|
March 22, 2022
|
4,061
|
|
2,072
|
|
1,140
|
|
2,138
|
|
2,239
|
|
March 21, 2023
|
6,151
|
|
3,160
|
|
1,854
|
|
1,854
|
|
1,854
|
|
March 13, 2025
|
—
|
|
—
|
|
—
|
|
6,500
|
|
—
|
|
Total
|
41,807
|
|
19,361
|
|
12,179
|
|
23,608
|
|
18,565
|
|
(3)
|
The NEOs’ performance share awards are earned upon the completion of the three-year performance periods ending
February 3, 2019
,
February 2, 2020
, and
January 31, 2021
, based on achievement of pre-established average ROIC and operating profit goals, as described above in the Compensation Discussion and Analysis under “Long-Term Incentives—Performance Shares” on page 41 and under “Terms of Plan-Based Awards Granted to NEOs for Fiscal
2018
—Performance Shares” on page 50. The awards are paid out following certification by the LDC Committee of the achievement of the goals after completion of the applicable performance period. For the Fiscal
2016
-
2018
award, the shares reported are the actual amount earned based on the performance level met as of
February 3, 2019
, as certified by the LDC Committee on
February 27, 2019
, and include dividend equivalents accrued on the award. For the Fiscal
2017
-
2019
award and the Fiscal
2018
-
2020
award, the reported number of shares includes dividend equivalents accrued through
February 3, 2019
and assumes achievement of the maximum level of performance for the Fiscal
2017
-
2019
award and the threshold level of performance for the Fiscal
2018
-
2020
award, in accordance with SEC requirements. The reported value of the performance share awards is based on the closing stock price on
February 1, 2019
, the last trading day of Fiscal
2018
.
|
The Home Depot 2019 Proxy Statement
|
53
|
|
OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2018
|
||||||||||
|
Option Awards
|
|
Stock Awards
|
|||||||
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)
|
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
on Vesting
($)
|
|||||
Craig A. Menear
|
231,014
|
|
35,624,189
|
|
|
53,623
|
|
(1)
|
10,019,031
|
|
Carol B. Tomé
|
—
|
|
—
|
|
|
152,860
|
|
(2)
|
27,428,621
|
|
Mark Q. Holifield
|
35,549
|
|
3,891,719
|
|
|
16,645
|
|
(3)
|
3,104,096
|
|
Edward P. Decker
|
50,860
|
|
8,307,709
|
|
|
16,005
|
|
|
3,011,515
|
|
Matthew A. Carey
|
—
|
|
—
|
|
|
19,539
|
|
|
3,645,030
|
|
(1)
|
Includes
6,740
shares withheld to pay taxes on restricted stock grants that became non-forfeitable on
February 22, 2018
. The remaining shares under these grants continue to be restricted until the time-based vesting dates are reached.
|
(2)
|
Includes
3,439
shares withheld to pay taxes on a restricted stock grant that became non-forfeitable on
February 22, 2018
. The remaining shares under this grant continue to be restricted until the time-based vesting dates are reached.
|
(3)
|
Includes
1,893
shares withheld to pay taxes on a restricted stock grant that became non-forfeitable on
February 22, 2018
. The remaining shares under this grant continue to be restricted until the time-based vesting dates are reached.
|
54
|
The Home Depot 2019 Proxy Statement
|
|
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2018
|
||||||||||
|
Executive
Contributions
in Last FY
($)
(1)
|
Registrant
Contributions
in Last FY
($)
(2)
|
|
Aggregate
Earnings
in Last FY
($)
(3)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at Last
FYE
($)
(4)
|
||||
Name
|
|
|||||||||
Craig A. Menear
|
|
|
|
|
|
|
||||
Restoration Plan
(5)
|
N/A
|
|
219,157
|
|
|
(201,371
|
)
|
—
|
2,169,583
|
|
Deferred Compensation Plan For Officers
(6)
|
710,832
|
|
—
|
|
|
(197,782
|
)
|
—
|
4,736,743
|
|
Carol B. Tomé
|
|
|
|
|
|
|
||||
Restoration Plan
(5)
|
N/A
|
|
162,914
|
|
|
(462,164
|
)
|
—
|
4,746,697
|
|
Mark Q. Holifield
|
|
|
|
|
|
|
||||
Restoration Plan
(5)
|
N/A
|
|
97,106
|
|
|
(120,511
|
)
|
—
|
1,275,761
|
|
Edward P. Decker
|
|
|
|
|
|
|
||||
Restoration Plan
(5)
|
N/A
|
|
95,403
|
|
|
(114,949
|
)
|
—
|
1,218,904
|
|
Deferred Compensation Plan For Officers
(6)
|
—
|
|
—
|
|
|
(11,038
|
)
|
—
|
665,382
|
|
Matthew A. Carey
|
|
|
|
|
|
|
||||
Restoration Plan
(5)
|
N/A
|
|
90,308
|
|
|
(84,301
|
)
|
—
|
907,763
|
|
(1)
|
Executive contributions represent deferral of base salary and incentive awards under the MIP during Fiscal
2018
, which amounts are also disclosed in the Fiscal
2018
Salary column and the Fiscal
2017
Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The Restoration Plan is non-elective, and the participants cannot make contributions to it.
|
(2)
|
All Company contributions to the Restoration Plan are included as compensation in the Stock Awards column of the Summary Compensation Table. Fiscal 2018 Restoration Plan contributions reflect contributions for two plan years, since the January 31, 2018 and January 31, 2019 allocation dates both fell within Fiscal 2018.The Company does not make contributions to the Deferred Compensation Plan For Officers.
|
(3)
|
Deferred Compensation Plan For Officers earnings represent notional returns on participant-selected investments. Restoration Plan earnings represent the change in the value of the underlying Company stock during Fiscal
2018
plus dividends that are credited at the same rate, and at the same time, that dividends are paid to all shareholders.
|
(4)
|
For the Restoration Plan, amounts in the aggregate balance for Mr. Menear, Ms. Tomé, Mr. Holifield, Mr. Decker and Mr. Carey of
$514,881
,
$933,435
,
$132,795
,
$47,811
and
$280,113
, respectively, were previously reported in the Summary Compensation Table. For the Deferred Compensation Plan For Officers,
$3,301,723
of the aggregate balance amount for Mr. Menear was previously reported in the Summary Compensation Table.
|
(5)
|
The 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 ($275,000 for
2018
) multiplied by the current Company match level of 3.5%. This amount is then converted to units representing shares of the Company’s common stock. Stock units credited to a participant’s account are also credited with dividend equivalents at the same time, and in the same amount, as dividends are paid to shareholders. Participant account balances vest at the same time their account in the Company’s tax-qualified FutureBuilder 401(k) Plan vests, which provides for 100% cliff vesting after three years of service. A participant’s vested account balance is payable in shares of common stock on retirement or other employment termination. In-service withdrawals are not permitted.
|
(6)
|
The Deferred Compensation Plan For Officers is an unfunded, nonqualified deferred compensation plan that allows officers to defer payment of up to 50% of base salary and up to 100% of annual incentive compensation until retirement or other employment termination. The Company makes no contributions to the Deferred Compensation Plan For Officers. Participants may also elect an in-service distribution during a designated calendar year or over a period of not more than ten years, or upon a change in control of the Company. Commencing at retirement after age 60 or one year thereafter, payment is made, at the participant’s election, in a single sum or equal annual installment payments over a period of not more than ten years, provided that distribution in a single sum is automatically made on termination for reasons other than retirement or disability. Participants direct the manner in which their account balances are deemed invested among an array of investment funds, and notional earnings are credited to participant accounts based on fund returns. Accounts are 100% vested at all times.
|
The Home Depot 2019 Proxy Statement
|
55
|
|
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON
|
|||
Name
|
Value of Salary
Continuation ($) |
Value of Equity Awards
Vesting on Termination ($) |
Total
($) |
Carol B. Tomé
|
2,280,000
|
8,861,547
|
11,141,547
|
56
|
The Home Depot 2019 Proxy Statement
|
CHANGE IN CONTROL
|
||||||||||
|
Change in Control Only
|
|
Change in Control Followed by
Termination Without Cause
|
|||||||
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
($)
(3)
|
Total Assuming
Change in
Control AND
Termination of
Employment
($)
|
|||||
Craig A. Menear
|
1,382,775
|
|
|
25,153,409
|
|
8,328,730
|
|
34,864,914
|
|
|
Carol B. Tomé
|
—
|
|
|
11,824,695
|
|
4,260,975
|
|
16,085,670
|
|
(4)
|
Mark Q. Holifield
|
—
|
|
|
7,323,877
|
|
2,405,475
|
|
9,729,352
|
|
|
Edward P. Decker
|
1,198,405
|
|
|
7,629,823
|
|
2,440,321
|
|
11,268,549
|
|
|
Matthew A. Carey
|
—
|
|
|
8,390,265
|
|
2,509,644
|
|
10,899,909
|
|
|
(1)
|
Value reflects outstanding shares of restricted stock granted prior to Fiscal 2013, multiplied by a closing stock price of $
184.37
on
February 1, 2019
.
|
(2)
|
Value reflects outstanding shares of restricted stock granted in Fiscal 2013 through Fiscal
2018
, multiplied by a closing stock price of $
184.37
on
February 1, 2019
, and the intrinsic value as of
February 1, 2019
of outstanding unvested stock options granted in Fiscal 2013 through Fiscal
2018
, using the closing stock price of $
184.37
on
February 1, 2019
.
|
(3)
|
Value reflects the following: (a) for the Fiscal
2017
-
2019
performance share award, (i) shares that would have been earned based on
110.4%
actual performance at the end of Fiscal
2018
multiplied by a ratio of
735
days in the performance period through
February 3, 2019
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 3, 2019
to
1,099
total days in the performance period; and (b) for the Fiscal
2018
-
2020
performance share award, (i) shares that would have been earned based on
54.8%
actual performance at the end of Fiscal
2018
multiplied by a ratio of
371
days in the performance period through
February 3, 2019
to
1,099
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 3, 2019
to
1,099
total days in the performance period. In each case, the number of performance shares obtained is multiplied by a closing stock price of $
184.37
on
February 1, 2019
to determine the value as of the end of Fiscal
2018
. Amounts include dividend equivalents accrued through the end of Fiscal
2018
converted into additional performance shares. Amounts do not include the value of the Fiscal
2016
-
2018
award because it was earned as of
February 3, 2019
, the last day of the performance period, and would be received regardless of whether there was a change in control.
|
(4)
|
Upon termination without cause or for good reason, Ms. Tomé would also be entitled to salary continuation benefits in the amount of
$2,280,000
as described in the preceding table.
|
The Home Depot 2019 Proxy Statement
|
57
|
DEATH OR DISABILITY
|
|||||||||
Name
|
Value of
Restricted
Stock and
Option Awards
($)
(1)
|
Value of
Performance
Shares
($)
|
|
Death Benefit
($)
(4)
|
Total
($)
|
||||
Craig A. Menear
|
26,536,184
|
|
7,342,904
|
|
(2)
|
400,000
|
|
34,279,088
|
|
Carol B. Tomé
|
11,824,695
|
|
3,754,142
|
|
(2)
|
400,000
|
|
15,978,837
|
|
Mark Q. Holifield
|
7,323,877
|
|
2,105,137
|
|
(2)
|
400,000
|
|
9,829,014
|
|
Edward P. Decker
|
8,828,228
|
|
2,141,089
|
|
(3)
|
400,000
|
|
11,369,317
|
|
Matthew A. Carey
|
8,390,265
|
|
2,212,809
|
|
(3)
|
400,000
|
|
11,003,074
|
|
(1)
|
Value reflects outstanding restricted stock at the end of Fiscal
2018
, multiplied by a closing stock price of $
184.37
on
February 1, 2019
, and outstanding unvested stock options based on the intrinsic value as of
February 3, 2019
, using the closing stock price of $
184.37
on
February 1, 2019
.
|
(2)
|
Value reflects the following: (a) for the Fiscal
2017
-
2019
performance share award, the shares that would have been earned based on
110.4%
actual performance at the end of Fiscal
2018
; and (b) for the Fiscal
2018
-
2020
performance share award, the shares that would have been earned based on
54.8%
actual performance at the end of Fiscal
2018
. The number of performance shares obtained is multiplied by a closing stock price of $
184.37
on
February 1, 2019
to determine the value as of the end of Fiscal
2018
. Amounts include dividend equivalents accrued through the end of Fiscal
2018
converted into additional performance shares. Amounts do not include the value of the Fiscal
2016
-
2018
award because it was earned as of
February 3, 2019
, the last day of the performance period, and would be received regardless of the individual’s death or disability.
|
(3)
|
Value reflects the following: (a) for the Fiscal
2017
-
2019
performance share award, the prorated portion of shares that would have been earned based on
110.4%
actual performance at the end of Fiscal
2018
multiplied by a ratio of
735
days in the performance period through
February 3, 2019
to
1,099
total days in the performance period; and (b) for the Fiscal
2018
-
2020
performance share award, the prorated portion of shares that would have been earned based on
54.8%
actual performance at the end of Fiscal
2018
multiplied by a ratio of
371
days in the performance period through
February 3, 2019
to
1,099
total days in the performance period. The number of performance shares obtained is multiplied by a closing stock price of $
184.37
on
February 1, 2019
to determine the value as of the end of Fiscal
2018
. Amounts include dividend equivalents accrued through the end of Fiscal
2018
converted into additional performance shares. Amounts do not include the value of the Fiscal
2016
-
2018
award because it was earned as of
February 3, 2019
, the last day of the performance period, and would be received regardless of the individual’s death or disability.
|
(4)
|
Value reflects a $400,000 death benefit, which is only paid out upon death, not disability.
|
58
|
The Home Depot 2019 Proxy Statement
|
RETIREMENT
|
||||||
Name
|
Value of
Restricted
Stock and
Option Awards
($)
(1)
|
Value of
Performance
Shares
($)
(2)
|
Total
($)
|
|||
Craig A. Menear
|
25,153,409
|
|
7,342,904
|
|
32,496,313
|
|
Carol B. Tomé
|
11,824,695
|
|
3,754,142
|
|
15,578,837
|
|
Mark Q. Holifield
|
7,323,877
|
|
2,105,137
|
|
9,429,014
|
|
(1)
|
Value reflects restricted stock grants that have the retirement eligibility provision described above and that are outstanding at the end of Fiscal
2018
, multiplied by a closing stock price of $
184.37
on
February 1, 2019
, and unvested stock options that have the retirement eligibility provision, based on the intrinsic value as of
February 3, 2019
, using the closing stock price of $
184.37
on
February 1, 2019
. 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
2017
-
2019
performance share award, the shares that would have been earned based on
110.4%
actual performance at the end of Fiscal
2018
; and (b) for the Fiscal
2018
-
2020
performance share award, the shares that would have been earned based on
54.8%
actual performance at the end of Fiscal
2018
. The number of performance shares obtained is multiplied by a closing stock price of $
184.37
on
February 1, 2019
to determine the value as of the end of Fiscal
2018
. Amounts include dividend equivalents accrued through the end of Fiscal
2018
converted into additional performance shares. Amounts do not include the value of the Fiscal
2016
-
2018
award because it was earned as of
February 3, 2019
, the last day of the performance period, and would be received regardless of the individual’s retirement.
|
The Home Depot 2019 Proxy Statement
|
59
|
|
•
|
The annual total compensation of our median-paid associate, other than our CEO, was
$23,389
. Our median-paid associate for Fiscal
2018
was an hourly employee in the U.S.
|
•
|
The annual total compensation of our CEO, as reported in the Summary Compensation Table on page 46, was
$11,366,662
.
|
•
|
Based on this information, for Fiscal
2018
the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid associate was
486
to 1.
|
•
|
We determined our median-paid associate as of December 31,
2018
, which is within the last three months of Fiscal
2018
, as required by the pay ratio rule.
|
•
|
We excluded, under the de minimis exception to the pay ratio rule, all of our associates in each of Mexico (approximately
15,970
), China (approximately
212
), India (approximately
12
), Vietnam (approximately
6
), Italy (
1
), Poland (
1
), and Turkey (
1
), which in total are approximately
16,203
associates out of a total of approximately
413,400
associates, or
3.9%
.
|
•
|
To identify our median-paid associate, we used payroll data consisting of salary, wages, overtime wages, bonuses, commissions, employer matching contributions to our FutureBuilder 401(k) plan, vesting of equity awards and any similar payroll items for all of our associates included in the calculation. 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 rate in effect on December 31,
2018
.
|
60
|
The Home Depot 2019 Proxy Statement
|
|
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)
|
7,645,838
|
(2)
|
|
$91.78
|
|
(3)
|
147,952,786
|
(4)
|
Equity Compensation Plans Not Approved
by Security Holders
(5)
|
198,663
|
(6)
|
|
$—
|
|
(7)
|
18,790,293
|
(8)
|
Total
|
7,844,501
|
|
|
|
166,743,079
|
|
(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 and meeting fees for deferred stock units payable in shares of the Company’s common stock on termination of Board service. Meeting fees were eliminated for meetings held after August 16, 2007.
|
(2)
|
Includes an aggregate of
6,379,684
stock options under the Omnibus Plan,
5,371
deferred shares or deferred stock units under the 1997 Plan,
668,768
deferred shares or deferred stock units under the Omnibus Plan,
501,948
performance shares under the Omnibus Plan and
90,067
deferred stock units credited to participant accounts under the Directors Plan. Does not include
8,832
outstanding restricted shares granted under the 1997 Plan and
3,507,513
outstanding restricted shares granted under the Omnibus Plan.
|
(3)
|
Weighted-average exercise price of outstanding options; excludes deferred shares, deferred stock units, deferred stock rights, performance shares and shares of restricted stock under the 1997 and Omnibus Plans, deferred stock units under the Directors Plan and rights to purchase shares under the ESPP.
|
(4)
|
Represents
126,745,271
shares under the Omnibus Plan,
19,221,236
shares under the ESPP (see Note 8 to the Company’s consolidated financial statements included in the
2018
Form 10-K and Exhibit 10.11 to the
2018
Form 10-K) and
1,986,279
shares under the Directors Plan.
|
(5)
|
These plans are the Company’s Non-U.S. ESPP (see Note 8 to the Company’s consolidated financial statements in the
2018
Form 10-K and Exhibit 10.11 to the
2018
Form 10-K) and the Restoration Plan (see Note 9 to the Company’s consolidated financial statements in the Company’s
2018
Form 10-K and Exhibits 10.7 and 10.8 to the
2018
Form 10-K).
|
(6)
|
Represents deferred stock units under the Restoration Plan referred to in footnote 5.
|
(7)
|
Outstanding equity consists solely of rights to purchase shares under the Non-U.S. ESPP and deferred stock units granted under the Restoration Plan; therefore, there is no weighted-average exercise price.
|
(8)
|
Represents shares available under the Non-U.S. ESPP.
|
The Home Depot 2019 Proxy Statement
|
61
|
•
|
$230,000 in the form of deferred shares granted under the Omnibus Plan; and
|
•
|
$50,000 in the form of cash or deferred stock units under the Directors Plan, at the election of the director.
|
Committee
|
Chair Retainer
Amount
|
Audit
|
$25,000
|
Finance
|
$15,000
|
Leadership Development and Compensation
|
$20,000
|
Nominating and Corporate Governance
|
$15,000
|
62
|
The Home Depot 2019 Proxy Statement
|
DIRECTOR COMPENSATION
|
||||||||
Name
|
Fees Earned
or
Paid in Cash
($)
(2)
|
Stock Awards
($)
(3) (5)
|
Option Awards
($)
(5)
|
All Other
Compensation
($)
(4)
|
Total
($)
|
|||
Gerard J. Arpey
|
50,000
|
|
230,000
|
|
—
|
15,000
|
|
295,000
|
Ari Bousbib
|
65,000
|
|
230,000
|
|
—
|
5,000
|
|
300,000
|
Jeffery H. Boyd
|
50,000
|
|
230,000
|
|
—
|
15,000
|
|
295,000
|
Gregory D. Brenneman
|
130,000
|
|
230,000
|
|
—
|
—
|
|
360,000
|
J. Frank Brown
|
75,000
|
|
230,000
|
|
—
|
10,000
|
|
315,000
|
Albert P. Carey
|
70,000
|
|
230,000
|
|
—
|
—
|
|
300,000
|
Armando Codina
|
65,000
|
|
230,000
|
|
—
|
—
|
|
295,000
|
Helena B. Foulkes
|
50,000
|
|
230,000
|
|
—
|
15,000
|
|
295,000
|
Linda R. Gooden
|
50,000
|
|
230,000
|
|
—
|
10,000
|
|
290,000
|
Wayne M. Hewett
|
50,000
|
|
230,000
|
|
—
|
12,500
|
|
292,500
|
Manuel Kadre
|
50,000
|
|
230,000
|
|
—
|
—
|
|
280,000
|
Karen Katen
(1)
|
—
|
|
—
|
|
—
|
—
|
|
—
|
Stephanie C. Linnartz
|
50,000
|
|
230,000
|
|
—
|
10,000
|
|
290,000
|
Mark Vadon
|
50,000
|
|
230,000
|
|
—
|
10,000
|
|
290,000
|
(1)
|
Ms. Katen stepped down from the Board upon the expiration of her term at the 2018 annual meeting on May 17, 2018.
|
(2)
|
Fees earned or paid in cash vary because, in addition to the $50,000 annual retainer, they include retainers for Chair and Lead Director positions. Messrs. Bousbib, Boyd, Brenneman, Brown, Carey, Codina, Hewett, Kadre, and Vadon, Ms. Foulkes and Ms. Linnartz 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. Messrs. Bousbib, Brown, Carey and Codina 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.
|
(3)
|
Amounts set forth in the Stock Awards column represent the aggregate grant date fair value of awards granted in Fiscal
2018
computed in accordance with FASB ASC Topic 718. The grant date fair value of the deferred share award granted during Fiscal
2018
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
2018
.
|
(4)
|
Amounts reported reflect matching charitable contributions.
|
The Home Depot 2019 Proxy Statement
|
63
|
(5)
|
As of the end of Fiscal
2018
, our non-employee directors who served during Fiscal
2018
held the following outstanding equity:
|
Name
|
Restricted
Stock
|
Deferred
Shares
|
Deferred
Stock
Units
|
Shares
Owned
Outright
|
Shares
Owned
Indirectly
|
Total
|
|||||
Gerard J. Arpey
|
—
|
6,749
|
|
—
|
|
1,000
|
|
—
|
|
7,749
|
|
Ari Bousbib
|
—
|
69,761
|
|
17,890
|
|
10,000
|
|
—
|
|
97,651
|
|
Jeffery H. Boyd
|
—
|
4,651
|
|
1,011
|
|
10,000
|
|
65
|
|
15,727
|
|
Gregory D. Brenneman
|
1,332
|
85,555
|
|
32,098
|
|
45,000
|
|
16,877
|
|
180,862
|
|
J. Frank Brown
|
—
|
26,800
|
|
6,130
|
|
1,000
|
|
—
|
|
33,930
|
|
Albert P. Carey
|
—
|
61,968
|
|
8,418
|
|
1,100
|
|
—
|
|
71,486
|
|
Armando Codina
|
—
|
68,437
|
|
15,529
|
|
42,300
|
|
—
|
|
126,266
|
|
Helena B. Foulkes
|
—
|
13,441
|
|
2,922
|
|
313
|
|
—
|
|
16,676
|
|
Linda R. Gooden
|
—
|
6,717
|
|
171
|
|
380
|
|
—
|
|
7,268
|
|
Wayne M. Hewett
|
—
|
10,101
|
|
1,494
|
|
1,650
|
|
—
|
|
13,245
|
|
Manuel Kadre
|
—
|
1,182
|
|
257
|
|
3,000
|
|
—
|
|
4,439
|
|
Karen Katen
(a)
|
—
|
68,500
|
|
—
|
|
—
|
|
—
|
|
68,500
|
|
Stephanie C. Linnartz
|
—
|
1,261
|
|
274
|
|
1,030
|
|
—
|
|
2,565
|
|
Mark C. Vadon
|
—
|
17,820
|
|
3,874
|
|
31,095
|
|
—
|
|
52,789
|
|
(a)
|
Equity in in the table above for Ms. Katen reflects deferred shares that will be distributed to Ms. Katen on the first anniversary of her departure from the Board. Because Ms. Katen has not been a director since May 17, 2018, she is no longer required to report ownership of Company equity that she owns.
|
64
|
The Home Depot 2019 Proxy Statement
|
•
|
Albert P. Carey, Chair
|
•
|
Armando Codina
|
•
|
Linda R. Gooden
|
•
|
Wayne M. Hewett
|
•
|
Stephanie C. Linnartz
|
The Home Depot 2019 Proxy Statement
|
65
|
Name of Beneficial Owner
|
Total
Beneficial Ownership
(1)
|
|
Deferred Shares/
Stock Units
(6)
|
Percent
of Class
|
||
Craig A. Menear
|
849,594
|
|
|
11,768
|
|
*
|
Gerard J. Arpey
|
1,000
|
|
|
6,749
|
|
*
|
Ari Bousbib
|
10,000
|
|
|
87,651
|
|
*
|
Jeffery H. Boyd
|
10,065
|
|
(2)
|
5,662
|
|
*
|
Gregory D. Brenneman
|
63,209
|
|
(3)
|
117,653
|
|
*
|
J. Frank Brown
|
1,000
|
|
|
32,930
|
|
*
|
Albert P. Carey
|
1,100
|
|
|
70,385
|
|
*
|
Armando Codina
|
42,300
|
|
|
83,966
|
|
*
|
Helena B. Foulkes
|
313
|
|
|
16,363
|
|
*
|
Linda R. Gooden
|
380
|
|
|
6,888
|
|
*
|
Wayne M. Hewett
|
1,650
|
|
|
11,596
|
|
*
|
Manuel Kadre
|
3,000
|
|
|
1,439
|
|
*
|
Stephanie Linnartz
|
1,030
|
|
|
1,535
|
|
*
|
Mark Vadon
|
31,095
|
|
|
21,694
|
|
*
|
Matthew A. Carey
|
250,595
|
|
(4)
|
4,924
|
|
*
|
Edward P. Decker
|
284,519
|
|
|
6,611
|
|
*
|
Mark Q. Holifield
|
87,931
|
|
|
6,920
|
|
*
|
Carol B. Tomé
|
915,470
|
|
|
25,745
|
|
*
|
Directors and executive officers as a group (22 people)
|
2,930,900
|
|
(5)
|
532,965
|
|
0.27%
|
(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 8, 2019
as follows: Craig A. Menear –
693,637
; Matthew A. Carey –
177,059
; Edward P. Decker –
221,450
; Mark Q. Holifield –
64,678
; Carol B. Tomé –
399,544
; and directors and executive officers as a group (
22
people) –
1,766,214
. 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 8, 2019
, 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 Securities Laws Policy requires directors and executive officers to pre-clear any pledge of shares of our common stock as security for any indebtedness (including any margin loans), and none of our directors or executive officers has any such pledged shares. Consistent with our anti-hedging policy, described more fully on page 44 of the Compensation Discussion and Analysis, 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)
|
This amount includes
65
shares held by Brothers Brook LLC, of which Mr. Boyd is the Managing Director.
|
(3)
|
This amount includes
16,877
shares held by a family member.
|
(4)
|
This amount includes
13,731
shares held by a family trust.
|
(5)
|
This amount includes the shares reflected in footnotes 2-4 above,
5,295
shares held in a charitable trust, and
60
shares held by a spouse.
|
(6)
|
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 Restoration Plan. None of these amounts are included in the Percent of Class calculation.
|
66
|
The Home Depot 2019 Proxy Statement
|
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
|
83,381,605
|
7.6%
|
BlackRock, Inc.
(2)
55 East 52nd Street
New York, NY 10055
|
69,444,925
|
6.3%
|
Capital World Investors
(3)
333 South Hope Street
Los Angeles, CA 90071
|
57,163,057
|
5.2%
|
(1)
|
Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on
February 12, 2019
. The Vanguard Group, Inc. reported that it has sole dispositive power as to
81,726,121
of these shares, shared dispositive power as to
1,655,484
of these shares, sole voting power as to
1,402,795
of these shares and shared voting power as to
278,959
of these shares.
|
(2)
|
Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on
February 4, 2019
. BlackRock, Inc. reported that it has sole dispositive power as to all of these shares and sole voting power as to
59,108,642
of these shares.
|
(3)
|
Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on
February 14, 2019
by Capital World Investors (“Capital World”), a division of Capital Research and Management Company. Capital World reported that it has sole dispositive power as to all of these shares and sole voting power as to
57,150,013
of these shares.
|
The Home Depot 2019 Proxy Statement
|
67
|
•
|
Election to the Board of
12
nominees to serve until the
2020
Annual Meeting of Shareholders;
|
•
|
Ratification of the appointment of KPMG as the independent registered public accounting firm of the Company for Fiscal
2019
;
|
•
|
The advisory Say-on-Pay vote;
|
•
|
The three shareholder proposals described in this Proxy Statement; and
|
•
|
Any other business properly brought before the Meeting.
|
•
|
Valid picture identification; and
|
•
|
An admission ticket if your shares are registered in your name or a legal proxy from the bank or broker that is the record owner of your shares.
|
68
|
The Home Depot 2019 Proxy Statement
|
•
|
Over the Internet, at www.proxyvote.com, by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card;
|
•
|
By telephone, by dialing 1-800-690-6903; or
|
•
|
By completing, dating, signing and returning a proxy card by mail.
|
•
|
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 22, 2019
;
|
•
|
Voting at the Meeting before the polls close if you are a registered shareholder or have obtained a legal proxy from your bank or broker; or
|
•
|
Notifying the Company’s Corporate Secretary in writing before the Meeting that you revoke your proxy.
|
•
|
“For” the election of all of the
12
named director nominees;
|
•
|
“For” the ratification of the appointment of KPMG;
|
•
|
“For” the advisory Say-on-Pay vote;
|
•
|
“Against” each shareholder proposal; and
|
•
|
On any other matters properly brought before the Meeting, in accordance with the best judgment of the named proxies.
|
The Home Depot 2019 Proxy Statement
|
69
|
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. However, our By-Laws provide that any incumbent director who fails to receive a majority of votes cast 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. The 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.
|
70
|
The Home Depot 2019 Proxy Statement
|
•
|
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.
|
The Home Depot 2019 Proxy Statement
|
71
|
|
|
72
|
The Home Depot 2019 Proxy Statement
|
|
|
The Home Depot 2019 Proxy Statement
|
73
|
THE HOME DEPOT, INC.
STORE SUPPORT CENTER BUILDING
2455 PACES FERRY ROAD
ATLANTA, GA 30339-4024
|
VOTE BY INTERNET - www.proxyvote.com
|
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
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.
|
|
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.
|
|
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.
|
THE HOME DEPOT, INC.
|
|
|
|
|
|
|
|
|
||||
|
The Board of Directors recommends a vote
FOR
all director nominees.
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Election of Directors
|
For
|
Against
|
Abstain
|
|
The Board of Directors recommends a vote
FOR
Proposals 2 and 3.
|
For
|
Against
|
Abstain
|
|
|
|
|
1a. Gerard J. Arpey
|
☐
|
☐
|
☐
|
|
2.
|
Ratification of the Appointment of KPMG LLP
|
☐
|
☐
|
☐
|
|
|
|
1b. Ari Bousbib
|
☐
|
☐
|
☐
|
|
3.
|
Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)
|
☐
|
☐
|
☐
|
|
|
|
1c. Jeffery H. Boyd
|
☐
|
☐
|
☐
|
|
The Board of Directors recommends a vote
AGAINST
Proposals 4-6.
|
For
|
Against
|
Abstain
|
|
|
|
|
1d. Gregory D. Brenneman
|
☐
|
☐
|
☐
|
|
4.
|
Shareholder Proposal Regarding EEO-1 Disclosure
|
☐
|
☐
|
☐
|
|
|
|
1e. J. Frank Brown
|
☐
|
☐
|
☐
|
|
5.
|
Shareholder Proposal to Reduce the Threshold to Call Special Shareholder Meetings to 10% of Outstanding Shares
|
☐
|
☐
|
☐
|
|
|
|
1f. Albert P. Carey
|
☐
|
☐
|
☐
|
|
6.
|
Shareholder Proposal Regarding Report on Prison Labor in the Supply Chain
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1g. Helena B. Foulkes
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1h. Linda R. Gooden
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1i. Wayne M. Hewett
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1j. Manuel Kadre
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1k. Stephanie C. Linnartz
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For address changes, please check this box and write them on the back where indicated.
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1l. Craig A. Menear
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Please indicate if you plan to attend this meeting.
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Yes
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No
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Please sign exactly as your 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]
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Date
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Signature (Joint Owners)
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Date
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TIME:
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WHO MAY VOTE:
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9:00 a.m., Eastern Time on Thursday, May 23, 2019
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You may vote if you are a shareholder of record as of the close of business on March 25, 2019
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PLACE:
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Cobb Galleria Centre
Two Galleria Parkway
Atlanta, Georgia 30339
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ANNUAL MEETING MATERIALS:
A copy of the Proxy Statement and our 2018 Annual Report are available at http://ir.homedepot.com under “Financial Reports.”
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** NEW LOCATION **
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DATE OF MAILING:
The Proxy Statement is first being mailed to shareholders on or about April 8, 2019.
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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.
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E64951-P19294
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PROXY/VOTING INSTRUCTION
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
2019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2019
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The undersigned shareholder hereby appoints Craig A. Menear 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 2019 Annual Meeting of Shareholders of The Home Depot, Inc., to be held at Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia, on Thursday, May 23, 2019, 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 retirement 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 one of the Company’s Canada-based retirement plans,
or in a self-directed brokerage window of a U.S. retirement plan,
the shares will not be voted.
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Address Changes/Comments:
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
UNLESS VOTING ELECTRONICALLY OR BY PHONE,
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
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Voting Items
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The Board of Directors recommends a vote
FOR
all director nominees.
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The Board of Directors recommends a vote
FOR
Proposals 2 and 3. |
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2.
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Ratification of the Appointment of KPMG LLP
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1.
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Election of Directors
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3.
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Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)
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The Board of Directors recommends a vote
AGAINST
Proposals 4-6.
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1a.
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Gerard J. Arpey
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4.
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Shareholder Proposal Regarding EEO-1 Disclosure
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1b.
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Ari Bousbib
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5.
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Shareholder Proposal to Reduce the Threshold to Call Special Shareholder Meetings to 10% of Outstanding Shares
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1c.
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Jeffery H. Boyd
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6.
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Shareholder Proposal Regarding Report on Prison Labor in the Supply Chain
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1d.
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Gregory D. Brenneman
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1e.
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J. Frank Brown
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1f.
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Albert P. Carey
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1g.
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Helena B. Foulkes
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1h.
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Linda R. Gooden
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1i.
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Wayne M. Hewett
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1j.
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Manuel Kadre
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1k.
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Stephanie C. Linnartz
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1l.
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Craig A. Menear
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