Gerard J. Arpey
HOME DEPOTAbout Gerard J. Arpey
Gerard J. Arpey (age 66) has served on The Home Depot board since 2015 and is currently a Partner at Emerald Creek Group, LLC (since 2012). He previously served as CEO and Chairman of AMR Corporation/American Airlines and held senior roles including President/COO and CFO, bringing deep strategic, financial, IT, governance, and international expertise to HD’s board . He is nominated as an independent director; HD’s board affirmatively determined all directors other than the CEO are independent in early 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMR Corporation / American Airlines | Chief Executive Officer; Chairman of AMR Board | CEO 2003–2011; Chairman 2004–2011 | Led a major global airline through complex cycles; depth in strategy, finance, operations, IT |
| AMR / American Airlines | President & Chief Operating Officer; Senior VP Finance & Planning; Chief Financial Officer | Prior to 2003 | Built strong organizational and financial disciplines |
| Emerald Creek Group, LLC | Partner | 2012–present | Private equity investing; strategic/financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| S. C. Johnson & Son, Inc. (private) | Director | Current | Privately-held; consumer products |
| American Beacon Funds | Trustee | Current | Asset management trustee role |
| U.S. public company boards (last 5 years) | — | — | None |
Board Governance
- Committees: Nominating & Corporate Governance (NCG) and Finance (member; not chair) .
- Independence: HD determined all directors except the CEO are independent; Arpey is independent .
- Attendance: Board met 13 times in fiscal 2024; each incumbent director attended at least 75% of Board/committee meetings and all attended the 2024 annual meeting .
- Committee mandates and meeting cadence:
- NCG oversees director nominations, independence, corporate governance policies, CSR/environmental oversight, related-person transactions; held 4 meetings in fiscal 2024 .
- Finance oversees capital structure/allocation, dividends/repurchases, annual capital plan and key investments/M&A, tax strategy, digital strategy; held 4 meetings in fiscal 2024 .
Fixed Compensation
| Fiscal Year | Annual Retainer (Cash) | Equity Retainer (Deferred Shares) | Committee Chair/Lead Fees | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $55,000 | $244,709 (714 deferred shares granted 05/16/2024) | $0 (not a chair/lead) | $15,000 (matching charitable contributions) | $314,709 |
- Director compensation structure: Annual retainer is $300,000, with at least 82% delivered in Company equity ($245,000 in deferred shares; $55,000 in cash/deferred stock units) per Corporate Governance Guidelines; chair retainers: Audit $25k, Finance $20k, LDC $20k, NCG $20k; Lead Director $80k .
- Holding requirement: Director equity awards must be held until retirement or one year after service ends (subject to limited exceptions) .
Performance Compensation
- Directors do not receive variable bonus or performance-based equity; compensation is retainer-based (cash and deferred shares) with no meeting fees and with equity holding requirements to align with shareholders .
- No option awards or incentive metrics are disclosed for directors; performance metrics apply to NEO plans only .
Other Directorships & Interlocks
| Company | Relationship to HD | Potential Interlock Risk |
|---|---|---|
| S. C. Johnson & Son, Inc. (private) | Consumer products company | Not cited among independence review transactions; board determined related transactions (for listed companies) were immaterial; SCJ not listed, reducing interlock concern . |
| American Beacon Funds | Trustee | Financial services trustee role; no HD transactional disclosure noted . |
| U.S. public company boards (last 5 years) | None | Reduces external interlock exposure . |
Expertise & Qualifications
- Skills: Organizational management, strategic management, finance, IT, governance, and international experience from chairman/CEO/CFO roles at a major global airline and current private equity role .
- Board fit: Serves on NCG (governance, CSR oversight) and Finance (capital allocation, long-range financial outlook, digital strategy) leveraging strategic/financial acumen .
Equity Ownership
| Holder | Shares Owned Outright | Deferred Shares/Units | Total Beneficial Ownership | Percent of Class | Pledging/Hedging |
|---|---|---|---|---|---|
| Gerard J. Arpey | 1,000 | 13,499 | 14,499 (sum of listed components) | <1% (*) | HD prohibits hedging and pledging for directors; no pledged shares; no hedging transactions disclosed |
Governance Assessment
- Independence and conflicts: Independent director; no related-person transactions requiring disclosure since beginning of fiscal 2024, and independence review did not cite SC Johnson ties as material; overall low conflict exposure .
- Alignment: High equity component (≥82%) and mandatory holding requirements for director equity align interests with shareholders; anti-hedging/anti-pledging policies strengthen alignment .
- Engagement and attendance: Meets attendance expectations; active on governance and finance committees that oversee director independence, related transactions, and capital allocation/digital strategy .
- Shareholder signals: Strong say‑on‑pay support (approx. 93% approval in prior year), indicating investor confidence in HD’s compensation governance framework broadly (for executives; signals board oversight quality) .
- RED FLAGS: None identified specific to Arpey—no overboarding issues disclosed (current public company boards: none), no pledging/hedging, no related-party transactions; charitable matching reported transparently .
Overall, Arpey presents as a low-conflict, governance-focused independent director with relevant strategic/financial expertise, equity-aligned compensation, and committee roles that directly influence board effectiveness in governance and capital oversight .