Ann-Marie Campbell
HOME DEPOTAbout Ann-Marie Campbell
Senior Executive Vice President at The Home Depot, appointed effective November 1, 2023; responsibilities expanded to include outside pro sales efforts and the company’s installation services business, in addition to prior U.S. Stores and International Operations oversight . As an NEO, the program places ~81.5% of target compensation at risk via performance-linked cash and equity, emphasizing pay-for-performance . Company operating context during her tenure: Fiscal 2024 net sales grew 4.5% to $159.5B, operating income declined 0.8% to $21.5B, ROIC was 31.3%, and diluted EPS was $14.91; adjusted diluted EPS was $15.24 . Stock ownership guidelines show strong alignment: Campbell holds ~32x base salary vs the 4x guideline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Home Depot | Executive Vice President – U.S. Stores and International Operations | Pre–Nov 2023 (end date reflected) | Led stores and international operations; platform for expanded scope |
| The Home Depot | Senior Executive Vice President | Effective Nov 1, 2023 | Added responsibility for outside Pro sales and installation services to existing scope |
External Roles
- No external directorships or roles disclosed for Campbell in the latest proxies.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $893,308 | $940,829 | $1,042,885 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | $23,613 | $23,165 | $22,985 |
| Total Compensation ($) | $4,751,692 | $5,069,440 | $6,451,589 |
| FY2024 Base Salary Review | 2023 Base | 2024 Base | Change |
|---|---|---|---|
| Ann-Marie Campbell | $1,000,000 | $1,030,000 | +3.0% |
| Select Perquisites (FY2024) | Amount ($) |
|---|---|
| FutureBuilder 401(k) Company Match | $12,156 |
Performance Compensation
| Component | Metric | Weight | Threshold | Target | Maximum | FY2024 Actual/Status | Payout Impact |
|---|---|---|---|---|---|---|---|
| Annual MIP (Cash) | Sales ($B) | 40% | 139.39 | 154.88 | 170.37 | 153.37 | Drives aggregate 98% of target payout |
| Annual MIP (Cash) | Operating Profit ($B) | 40% | 19.62 | 21.80 | 23.98 | 21.42 | Drives aggregate 98% of target payout |
| Annual MIP (Cash) | Inventory Turns | 10% | 4.10 | 4.55 | 5.01 | 4.71 | Drives aggregate 98% of target payout |
| Annual MIP (Cash) | Pro Strategic Goal (Managed Account Sales) | 10% | n/a | Achieve increase | n/a | Achieved | Included in 98% payout |
| LTI – Performance Shares (FY2024–2026) | Three-Year Avg ROIC (%) | 50% | 30.98 | 36.45 | 41.91 | 37.68% as of FYE2024 | Tracking between target and max |
| LTI – Performance Shares (FY2024–2026) | Three-Year Avg Operating Profit ($B) | 50% | 18.45 | 21.71 | 24.96 | $21.42 as of FYE2024 | Tracking between target and max |
| MIP Target vs Actual for Campbell | FY 2023 | FY 2024 |
|---|---|---|
| Target (% of Base) | 104% (blended by role) | 125% |
| Target ($) | $1,041,667 | $1,287,500 |
| Actual (% of Target) | 82% | 98% |
| Actual ($) | $852,262 | $1,261,535 |
| FY2024 MIP Range (% of Base) | Threshold | Target | Maximum |
|---|---|---|---|
| Ann-Marie Campbell | 25% | 125% | 250% |
| FY2024 Equity Grant Mix (NEO Program) | Weight |
|---|---|
| Performance Shares | 50% |
| Performance-Based Restricted Stock | 30% |
| Stock Options | 20% |
| Campbell – Plan-Based Awards | FY 2023 | FY 2024 |
|---|---|---|
| Performance Shares (Target #) | 5,174 (3/22/2023) | 5,202 (3/20/2024) |
| Annual Stock Grant (RS) (#) | 3,104 (3/22/2023) | 3,121 (3/20/2024) |
| Annual Option Grant (#) | 8,917 @ $282.61 (3/22/2023) | 8,355 @ $384.41 (3/20/2024) |
| Promotional RS Grant (#) | 407 (11/16/2023) | — |
| Promotional Option Grant (#) | 1,666 @ $306.44 (11/16/2023) | — |
| Grant-Date FV – Perf Shares ($) | $1,462,224 (2023) | $1,999,701 (2024) |
| Grant-Date FV – RS ($) | $877,221 (2023) | $1,199,744 (2024) |
| Grant-Date FV – Options ($) | $584,955 (2023) | $799,991 (2024) |
| FY2024 Options/Stock Vested & Exercised | Options Exercised (#) | Value Realized on Exercise ($) | Stock Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Ann-Marie Campbell | 57,542 | $12,964,917 | 13,106 | $4,919,742 |
Key vesting terms and safeguards:
- Options vest 25% annually on the 2nd–5th anniversaries; retirement eligibility makes awards non-forfeitable but not exercisable before time-based vesting; 10-year term; re-pricing prohibited without shareholder approval .
- Performance-based restricted stock for FY2024 is forfeitable unless operating profit ≥ 90% of MIP target; goal met; time-based vesting 50% at 30 and 60 months; dividends accrued until performance goal met .
- Performance shares pay after 3-year cycles based on ROIC and operating profit; retirement/death/disability provisions described below .
Equity Ownership & Alignment
| Ownership Measure | FY 2024 (as of Mar 1, 2024) | FY 2025 (as of Mar 7, 2025) |
|---|---|---|
| Total Beneficial Ownership (Shares) | 126,650 (includes charitable trust shares) | 110,279 (includes 12,465 held by a charitable trust) |
| Deferred Shares/Stock Units | 5,808 | 6,076 |
| Options Exercisable within 60 Days | 48,565 | 29,604 |
| Percent of Class | <1% (*) | <1% (*) |
| Stock Ownership Guideline | Guideline Multiple | Current Ownership (Rounded Multiple) |
|---|---|---|
| Ann-Marie Campbell | 4x base salary | 32x |
Alignment safeguards:
- Anti-hedging policy prohibits equity monetization strategies; anti-pledging policy prohibits pledging and margin accounts for Section 16 officers; none of the executives/directors have pledged or hedged shares .
- Executive Compensation Clawback Policy includes mandatory recovery for restatements and discretionary recovery for misconduct causing material harm .
Select outstanding awards snapshot (FY2024 year-end):
| 2024 Grant Snapshot | Unexercisable Options (#) | RS Unvested (#) | PS Unearned (#) | Market/Payout Values ($) |
|---|---|---|---|---|
| 3/20/2024 Awards (Campbell) | 8,355 @ $384.41 | 3,121 | 10,591 | RS MV $1,285,790; PS PV $4,363,448 |
Employment Terms
| Term | Details |
|---|---|
| Employment Form | At-will offer letters; no set duration/renewal; exhibits to 2024 Form 10-K |
| Severance | No severance payments for termination without cause/for good reason; vested plan benefits only |
| Non-compete/Non-solicit | 24–36 months post-termination; confidentiality obligations apply |
| Change-in-Control (CIC) | No CIC agreements; double-trigger acceleration (termination without cause within 12 months post-CIC) for awards issued after May 2022 |
| CIC Economics (Campbell) | Additional RS/Options vesting: $8,398,124; Performance shares vesting: $3,982,611; Total (CIC + termination): $12,380,735 |
| Death/Disability (Campbell) | RS/Options value: $8,398,124; Performance shares: $1,800,765; Death benefit: $400,000; Total: $10,598,889 |
| Deferred Compensation | THD Restoration Plan (company match on compensation above IRS limits): FY2024 registrant contribution $124,749; aggregate earnings $386,629; aggregate balance $2,503,221 |
Investment Implications
- Strong pay-for-performance linkage: Campbell’s MIP tied to sales, operating profit, inventory turns, and a new Pro strategic goal; FY2024 paid at 98% of target, signaling disciplined calibration against macro headwinds and execution on Pro sales initiatives .
- Equity alignment and low governance risk: 32x ownership vs 4x guideline; explicit anti-hedging/anti-pledging and broad clawback provisions reduce misalignment and risk of adverse incentives; no CIC agreements and double-trigger vesting limit windfalls .
- Vesting overhang and potential liquidity: Large FY2024 option exercises ($12.97M realized) and scheduled vesting of 2023–2024 RS/options/PS create foreseeable windows of insider liquidity, a mild overhang to monitor around vest dates and blackout windows .
- Retention risk appears contained: Absence of cash severance is offset by meaningful unvested equity and deferred comp balances, plus non-compete/non-solicit covenants (24–36 months), supporting retention while preserving governance discipline .
- Strategic focus on Pro customer growth: Inclusion and achievement of the Pro managed account sales goal in FY2024 MIP highlights management’s emphasis on the Pro segment—an operational lever likely to correlate with medium-term comp outcomes and store productivity .
Say-on-pay support remains strong (93% approval last year), indicating shareholder alignment with the compensation framework underpinning Campbell’s incentives .