Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 2, 2020, The Home Depot, Inc. (the “Company”) announced that its Board of Directors (the “Board”) approved several executive promotions and role expansions, all of which will be effective on October 5, 2020. Edward “Ted” P. Decker, age 57, is being promoted to the position of President and Chief Operating Officer. Mr. Decker has served as Executive Vice President – Merchandising of the Company since August 2014. From October 2006 through July 2014, he served as Senior Vice President – Retail Finance, Pricing Analytics, and Assortment Planning. Mr. Decker joined The Home Depot in 2000 and held various strategic planning roles, including serving as Vice President – Strategic Business Development from November 2002 to April 2006 and Senior Vice President – Strategic Business and Asset Development from April 2006 to September 2006. Mr. Decker will continue to report to Craig A. Menear, Chairman and Chief Executive Officer of the Company, who also held the title of President prior to Mr. Decker’s promotion.
In connection with his promotion, on September 29, 2020, the Leadership Development and Compensation Committee (“LDC Committee”) of the Board approved Mr. Decker’s new base salary of $1,000,000, effective October 5, 2020, and his new annual incentive target under the Company’s Management Incentive Plan of 150% of base salary, payout of which will be based on achievement of pre-established performance goals set by the LDC Committee. For fiscal 2020, the amount of his annual incentive award will be determined by using his target percentage for his prior role for the first nine months of the fiscal year and his new target percentage for the remainder of the fiscal year, subject in each case to performance against the pre-established performance goals. In addition, in connection with his promotion, Mr. Decker will be granted an award of restricted shares having a value of $250,000 and an award of stock options having a value of $250,000 at the next regularly scheduled meeting of the LDC Committee after the effective date of his promotion. The shares of restricted stock will vest 50% after each of the 30- and 60-month anniversaries of the grant date, and the stock options will vest and become exercisable on each of the second, third, fourth and fifth anniversaries of the grant date, in each case subject to Mr. Decker’s continued employment through the applicable vesting dates. Mr. Decker will also be subject to certain non-competition and non-solicitation restrictions for 24 and 36 months following any termination of employment, respectively, as well as certain confidentiality restrictions that apply indefinitely.
Ann-Marie Campbell is being named Executive Vice President – U.S. Stores and International Operations, adding responsibility for all operations, business functions and strategy for the Company’s Canada and Mexico businesses to her current responsibilities. Ms. Campbell has served as Executive Vice President – U.S. Stores since February 2016. In connection with her assumption of expanded responsibilities, the LDC Committee approved Ms. Campbell’s new base salary of $850,000, effective October 5, 2020. Her annual incentive target under the Company’s Management Incentive Plan will remain at 100% of base salary, payout of which will be based on achievement of pre-established performance goals set by the LDC Committee. In addition, in connection with her role expansion, Ms. Campbell will be granted an award of restricted shares having a value of $250,000 and an award of stock options having a value of $250,000 at the next regularly scheduled meeting of the LDC Committee after the effective date of her promotion. The shares of restricted stock will vest 50% after each of the 30- and 60-month anniversaries of the grant date, and the stock options will vest and become exercisable on each of the second, third, fourth and fifth anniversaries of the grant date, in each case subject to Ms. Campbell’s continued employment through the applicable vesting dates. Ms. Campbell will also be subject to certain non-competition and non-solicitation restrictions for 24 and 36 months following any termination of employment, respectively, as well as certain confidentiality restrictions that apply indefinitely.
Richard V. McPhail, the Company’s Executive Vice President and Chief Financial Officer, will also assume responsibility for corporate strategy and strategic business development. In connection with this expansion of responsibilities, the LDC Committee approved Mr. McPhail’s new base salary of $825,000, effective October 5, 2020. His annual incentive target under the Company’s Management Incentive Plan will remain 100% of base salary, payout of which will be based on achievement of pre-established performance goals set by the LDC Committee. In addition, in connection with his role expansion, Mr. McPhail will be granted an award of restricted shares having a value of $250,000 and an award of stock options having a value of $250,000 at the next regularly scheduled meeting of the LDC Committee after the effective date of his promotion. The shares of restricted stock will vest 50% after each of the 30- and 60-month anniversaries of the grant date, and the stock options will vest and become exercisable on each of the second, third, fourth and fifth anniversaries of the grant date, in each case subject to Mr. McPhail’s continued employment through the applicable vesting dates. Mr. McPhail will also be subject to certain non-competition and non-solicitation restrictions for 24 and 36 months following any termination of employment, respectively, as well as certain confidentiality restrictions that apply indefinitely.
A copy of the press release announcing the executive promotions and role expansions is attached hereto as Exhibit 99.1.