Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Home Depot, Inc. (the "Company") is filing this amendment to its Current
Report on Form 8-K filed on January 27, 2022, which reported the appointment of
Edward P. Decker, President and Chief Operating Officer, to the position of
Chief Executive Officer and President of the Company, effective March 1, 2022,
and the decision of the current Chairman and CEO Craig A. Menear to step down
from the CEO position, effective March 1, 2022, and remain as Chair of the Board
of Directors of the Company (the "Board"). On February 24, 2022, the independent
members of the Board, upon the recommendation of the Leadership Development and
Compensation Committee of the Board, approved the compensation for Mr. Decker
and Mr. Menear in their new roles.
Mr. Decker's new annual base salary will be $1.4 million, effective March 1,
2022, and his new annual cash incentive target under the Company's Management
Incentive Plan ("MIP") will be 200% of base salary. For Fiscal 2022, the amount
of his annual cash incentive award will be determined using the applicable
target percentage for the portion of the year that he served in each of the
roles he held during the fiscal year, subject in each case to performance
against the performance goals to be set by the LDC Committee in March 2022. The
independent directors also approved an annual long-term incentive award for Mr.
Decker for Fiscal 2022 in the amount of $10.2 million, to be granted on March
23, 2022, the date of the Company's annual long-term incentive grant, using the
Company's standard mix of 50% performance shares, 30% performance-based
restricted stock, and 20% stock options. The awards will have the same vesting
terms as the awards made to all of our executive officers: (a) the performance
shares will vest at the end of a three-year performance period, based on the
achievement of goals relating to average return on invested capital and average
operating profit over that period; (b) the performance-based restricted stock
awards will be forfeitable if the Company does not achieve at least 90% of the
operating profit target for the Fiscal 2022 MIP, and if that performance goal is
met, the awards will vest 50% on each of the 30- and 60-month anniversaries of
the grant date; and (c) the stock options will vest 25% per year beginning on
the second anniversary of the grant date. Mr. Decker will also be subject to
certain non-competition and non-solicitation restrictions for 24 and 36 months,
respectively, following any termination of employment, as well as certain
confidentiality restrictions that apply indefinitely.
Mr. Menear's new annual base salary as Chair will be $750,000, effective March
1, 2022, and his fiscal 2022 annual cash incentive award target under the MIP
will be 150% of base salary. For Fiscal 2022, the amount of his annual cash
incentive award will be determined using the applicable target percentage for
the portion of the year that he served in each of the roles he held during the
fiscal year, subject in each case to performance against the performance goals
to be set by the LDC Committee in March 2022. The independent directors also
approved an annual long-term incentive award for Mr. Menear for Fiscal 2022 in
the amount of $7.3 million, to be granted on March 23, 2022, of which 50% will
be granted in performance shares and 50% will be granted in stock options. The
performance shares and stock options will have the same vesting terms as
described above for Mr. Decker's awards. Mr. Menear will also be subject to
certain non-competition and non-solicitation restrictions for 24 and 36 months,
respectively, following any termination of employment, as well as certain
confidentiality restrictions that apply indefinitely.
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