HOME DEPOT INC
For the period ended May 16, 2024. Filed Apr 1, 2024.
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May 16, 2024 · Filed Apr 1, 2024
Contents
Benchmarking
We do not target any specific peer group percentile ranking for total compensation or for any particular component of compensation for our NEOs. The LDC Committee considers each executive’s compensation history and peer group market position as reference points in awarding annual compensation. For Fiscal 2023 for our CEO, the LDC Committee considered data provided by Pay Governance from two peer groups. The first consisted of the Fortune 50 companies, excluding certain financial services and other companies due to their unique compensation structure (as noted below). This group reflects companies of similar size and complexity to us. The second group, listed below, consisted of the top ten retail companies by market capitalization, with whom we compete for executive talent.
| Retail Peer Group | |
|---|---|
| Amazon.com | O’Reilly Automotive, Inc. |
| AutoZone, Inc. | Ross Stores, Inc. |
| Costco Wholesale Corporation | Target Corporation |
| Dollar General Corporation | The TJX Companies, Inc. |
| Lowe’s Companies, Inc. | Walmart Inc. |
The top ten retail peer group remained largely unchanged from Fiscal 2022. We replaced eBay Inc. and Walgreens Boots Alliance, Inc., which no longer met the relevant criteria, with Ross Stores, Inc. and AutoZone, Inc., which met the relevant criteria based on their 2022 market capitalization.
In reviewing the benchmarking data from 2022 in connection with setting Mr. Decker’s Fiscal 2023 compensation in early 2023, the LDC Committee and the independent directors also reviewed the percentile
| 48 | The Home Depot 2024 Proxy Statement |
ranking of our revenues and Mr. Decker’s target total compensation compared to each of these peer groups, as reflected below:
| Percentile Rank | ||
|---|---|---|
| Category | Fortune 50(2) | Retail Peers |
| Market Cap(1) | 76% | 85% |
| Company Revenue(1) | 63% | 71% |
| CEO Target Total Compensation | 7% | 24% |
(1) Based on fiscal 2022 revenue as reported in SEC filings.
(2) Excludes Bank of America Corporation, Citigroup Inc., Fannie Mae, Freddie Mac, JP Morgan Chase & Co., and Wells Fargo & Company. Berkshire Hathaway Inc., Dell Technologies, Inc. and Meta Platforms, Inc. were also excluded due to the atypical compensation structures of their founder/CEOs. State Farm Mutual Automobile Insurance was excluded because it is a private company and did not disclose executive compensation data.
For our other NEOs, the LDC Committee considered data from the Aon Radford Total Compensation Database, which provides information and comparisons on compensation for executive and industry-specific positions, and also considered the compensation paid to named executive officers at the top ten retail peer group with the same pay rank within their respective companies as our NEOs. Data from the Aon Radford survey for Fortune 50 companies and top ten retail peer group was utilized to the extent it was available for each NEO role, except for Ms. Campbell where broader retail survey data was used to obtain an adequate number of matches. In some cases, proxy data was used where survey data was not available. This survey data helps the LDC Committee understand the competitive market for the industry in which the Company principally competes for retail-specific talent and for customers.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.