Asha Sharma
HOME DEPOTAbout Asha Sharma
Asha Sharma, age 36, is Corporate Vice President and Head of Product, AI Platform at Microsoft since March 2024, and is a new independent director nominee to Home Depot’s Board for election at the May 22, 2025 Annual Meeting. If elected, she is expected to serve on the Audit Committee and the Leadership Development and Compensation (LDC) Committee; the Board has affirmed her independence under HD’s Director Independence Standards and NYSE rules. Her background spans product leadership in AI, COO roles in high-growth consumer tech, and e-commerce operations, aligning with HD’s interconnected retail strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President & Head of Product, AI Platform | Mar 2024–present | Leads product development for AI models, tools, and services for enterprise/developer/data science customers |
| Instacart (Maplebear Inc.) | Chief Operating Officer | 2021–2024 | Oversaw execution of Instacart’s financial model; operational leadership in online grocery |
| Meta Platforms (Facebook) | VP of Product (Messenger, Instagram Direct, Messenger Kids, Remote Presence, platforms) | 2017–2021 | Led multiple product groups across messaging, video/remote presence, and platform initiatives |
| Porch Group | Chief Operating Officer | 2015–2017 | Operations leadership in home services software |
| Porch Group | Chief Marketing Officer | 2013–2015 | Marketing and communications leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coupang, Inc. | Director | 2024–present | Public company board experience |
| AppLovin Corporation | Director | 2021–2023 | Public company board experience |
| Porch Group, Inc. | Director | 2015–2022 | Public company board experience |
Board Governance
- Independence: The Board determined Sharma is independent under HD’s standards, SEC rules, and NYSE listing standards .
- HD Committee Assignments (anticipated post-election): Audit; LDC .
- Attendance: HD’s Board met 13 times in fiscal 2024; all incumbent directors met at least 75% attendance and attended the 2024 annual meeting. All 2025 nominees are expected to attend the 2025 Meeting (Sharma is a nominee) .
- Director engagement: Independent directors meet without management at each regularly scheduled meeting; Lead Director has robust responsibilities to ensure independent oversight .
- Nomination process: Sharma was identified by a third-party search firm engaged by the NCG Committee as part of HD’s refreshment strategy .
Fixed Compensation
Home Depot’s non-employee director compensation structure (Fiscal 2024; latest disclosed):
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual retainer | $300,000 total; $245,000 deferred shares; $55,000 cash or deferred stock units | At least 82% of retainer paid in HD equity; equity held until retirement or ≥1 year post-service (with limited exceptions) |
| Committee chair fees | Audit $25,000; LDC $20,000; NCG $20,000; Finance $20,000 | Payable in cash or deferred stock units |
| Lead Director retainer | $80,000 (cash or deferred stock units) | Lead Director elected 100% as deferred stock units in FY2024 |
| Pro rata rule | New directors/chairs appointed >6 months: 50%; >9 months: 25% | Retainers paid for 12-month period starting each annual meeting |
Implication: Upon election at the 2025 annual meeting, Sharma would receive the standard non-employee director retainer predominantly in equity, with strong holding requirements that align director interests with shareholders .
Performance Compensation
Non-employee directors do not receive performance-based cash incentives or PSU/option awards; director compensation is an annual retainer with a predominant equity component and holding requirements rather than performance metrics .
Other Directorships & Interlocks
| Relationship | Exposure | Board Determination |
|---|---|---|
| Microsoft (Sharma’s employer) | HD purchases software and technology products/services from Microsoft; Microsoft purchases MRO products from HD | Transactions were immaterial to each party; arm’s-length and reasonable; Board/NCG affirmed independence and no direct personal benefit to directors |
| Related person transactions | Company policy requires NCG review of any RPT >$120,000; none requiring disclosure since FY2024 | No RPT disclosure for Sharma |
Expertise & Qualifications
- Technology/AI: Leads Microsoft’s AI Platform product development; expertise in data protection and cybersecurity .
- Operations & supply chain: COO roles at Instacart and Porch Group; experience scaling complex consumer/Pro-facing platforms .
- E-commerce & finance: Oversaw Instacart’s financial model; broad e-commerce product leadership across Meta platforms .
- Marketing/communications: CMO background at Porch Group .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Deferred Shares/Stock Units | Percent of Class |
|---|---|---|---|
| Asha Sharma | — | — | * (<1%) |
- Anti-hedging/pledging: HD prohibits hedging by all associates/directors; prohibits pledging/margin accounts for Section 16 officers and directors .
- Director stock holding requirement: Equity awards must be held through retirement or ≥1 year post-service (with limited exceptions), and ≥ two-thirds of annual director retainer is in equity .
Governance Assessment
- Committee fit: Audit and LDC roles leverage Sharma’s data/cybersecurity and human capital/comp strategy exposure; Audit has primary oversight of risk, data protection, and compliance; LDC oversees executive comp and succession .
- Independence & conflicts: Despite vendor relationships between HD and Microsoft, the Board determined immateriality and affirmed Sharma’s independence; no related person transactions required disclosure—supports investor confidence .
- Overboarding risk: HD outside board policy limits Audit Committee members to ≤2 other public company audit committees and directors to ≤3 other public boards; NCG must pre-approve outside boards. Sharma’s current public board roles (Coupang; prior AppLovin/Porch Group) appear within HD policy, with NCG oversight .
- Shareholder signals: Prior Say-on-Pay support was ~93%, reflecting broad investor approval of HD’s compensation governance framework (indicative of effective LDC oversight; not director-specific) .
- Attendance expectation: All incumbents met ≥75% attendance in FY2024 and attended the annual meeting; nominees are expected to attend 2025 Meeting—supports board engagement norms .
RED FLAGS: None disclosed for Sharma. Potential perceived conflict via Microsoft vendor relationship is mitigated by Board’s immateriality determination and independence finding . No related-party transactions requiring disclosure; pledging/hedging prohibited .
Notes on Director Compensation Governance
- Annual review and benchmarking of director compensation by LDC Committee using peer groups aligned with HD’s executive compensation benchmarking; Fiscal 2024 made no changes to director compensation .
- Equity compensation plan information discloses director deferred stock units outstanding and share availability, reinforcing transparency on equity usage .