Gregory D. Brenneman
HOME DEPOTAbout Gregory D. Brenneman
Independent Lead Director of The Home Depot (HD) since 2000; age 63 as of the 2025 proxy. Executive Chairman of CCMP Capital Advisors, LP and founder/CEO of TurnWorks, Inc., with a career focused on complex corporate turnarounds at Continental Airlines, Burger King, PwC Consulting, and Quiznos. The Board has affirmed his independence; as Lead Director he provides strong oversight and presides over executive sessions at every regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCMP Capital Advisors, LP | Executive Chairman | Oct 2016–present | Private equity leadership; oversight across portfolio; adds finance and governance depth |
| TurnWorks, Inc. | Chairman & CEO | 1994–present | Focus on corporate turnarounds; general management, finance, retail, supply chain experience |
| Continental Airlines | Led restructuring | Prior to CCMP (dates not specified) | Turnaround execution; improved service and financial returns |
| Burger King Corporation | Led restructuring | Prior to CCMP (dates not specified) | Turnaround execution; operational and marketing impact |
| PwC Consulting (division of PwC) | Led restructuring | Prior to CCMP (dates not specified) | Performance improvement and governance insights |
| Quiznos | Led restructuring | Prior to CCMP (dates not specified) | Turnaround execution; retail operations expertise |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baker Hughes Company | Director | 2017–present | Current U.S. public company board service |
| Ecovyst Inc. (formerly PQ Group Holdings Inc.) | Director | 2017–2022 | Prior public board |
| Hayward Holdings, Inc. | Director | 2021–2023 | Prior public board |
| BGIS (Brookfield Global Integrated Solutions) | Director | Served during Fiscal 2024 | CCMP-managed fund portfolio company; HD had immaterial two-way transactions; reviewed in independence analysis |
Board Governance
- Role: Lead Independent Director elected annually by independent directors; does not serve on standing committees to maximize effectiveness in the role .
- Lead Director responsibilities: approves agendas/schedules/materials; presides at executive sessions; liaises with Chair/CEO; may call independent director meetings; available for major shareholder communication; conducts annual one-on-one director interviews .
- Committee assignments: None (by design for Lead Director); all standing committees (Audit, LDC, NCG, Finance) are fully independent .
- Independence: Board affirmed independence of all directors except the Chair/CEO; Brenneman deemed independent following related-party review .
- Attendance: Board met 13 times in Fiscal 2024; each incumbent director attended at least 75% of Board/committee meetings; all incumbent directors attended the 2024 annual meeting .
- Board refreshment and tenure context: Average nominee tenure 9.1 years; Brenneman’s long tenure (director since 2000) was criticized by a shareholder proponent as potentially impacting independence; Board maintains annual independence assessments and emphasizes Lead Director oversight .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual director retainer | $300,000 | Paid as $245,000 deferred shares (Omnibus Plan) and $55,000 cash or deferred stock units (Directors Plan) |
| Lead Director additional retainer | $80,000 | Cash or DSUs; Brenneman elected 100% in deferred stock units |
| Committee chair fees | N/A for Brenneman | Audit Chair $25,000; LDC/NCG/Finance Chair $20,000 (reference amounts) |
| FY2024 Director compensation (Brenneman) | $389,709 total | Fees earned $135,000; stock awards $244,709; other compensation $10,000 (charitable match) |
- Director compensation philosophy: At least two-thirds of annual retainer must be equity; currently at least 82% equity; director equity must be held until retirement or for one year after service ends (with certain exceptions) .
- FY2024 program changes: None—Board maintained prior structure after LDC review .
Performance Compensation
| Metric | Target/Design | Outcome |
|---|---|---|
| Performance-based metrics for non-employee directors | None disclosed | Director equity is granted as deferred shares/DSUs; no performance conditions for director grants |
Other Directorships & Interlocks
| Entity | Relationship to Brenneman | HD Transaction Detail | Materiality/Independence Conclusion |
|---|---|---|---|
| BGIS (CCMP fund portfolio company) | Executive Chairman at CCMP; director of BGIS in FY2024 | HD purchased facilities management services; BGIS purchased MRO products from HD | Payments immaterial as % of revenues; arm’s-length; independence maintained |
| RealTruck (CCMP fund portfolio company) | CCMP-managed fund equity interest | HD purchased automotive equipment from RealTruck | Payments immaterial; Brenneman not a director/officer of RealTruck; independence maintained |
| Shoes for Crews (CCMP fund portfolio company) | CCMP-managed fund equity interest | HD purchased footwear from Shoes for Crews | Payments immaterial; Brenneman not a director/officer; independence maintained |
- Related person transactions policy: NCG Committee must review/approve any >$120,000 transactions where a director/officer has a material interest; no related person transactions requiring disclosure since start of Fiscal 2024 .
Expertise & Qualifications
- Extensive background in general management, accounting and corporate finance; retail, supply chain, marketing, and international operations; seasoned leader in turnaround-driven transformations; broad governance experience from multiple public boards .
Equity Ownership
| Ownership Category | Shares |
|---|---|
| Beneficial ownership (incl. options exercisable within 60 days, direct/indirect holdings) | 63,159 shares; less than 1% of class |
| Deferred shares/stock units (not counted in % of class) | 145,002 (deferred shares/units) |
| Detailed director holdings (FY2024 table) | Restricted stock 1,332; Deferred shares 104,672; Deferred stock units 40,329; Shares owned outright 45,000; Shares owned indirectly (trusts) 16,827; Total 208,161 (components include deferred units payable after service) |
- Alignment policies: Anti-hedging policy prohibits hedging/derivatives; anti-pledging policy prohibits pledging/margin accounts for directors; company notes no pledging by directors and no hedging by directors/officers .
- Director stock holding requirements: Equity retainer must be held until retirement or one year post-service (with limited exceptions) .
Governance Assessment
- Board effectiveness: Brenneman’s Lead Director role centralizes independent oversight and shareholder access, with strong responsibilities and executive sessions each regularly scheduled meeting—positive for board independence and accountability .
- Independence/Conflicts: CCMP-associated portfolio company transactions were immaterial and arm’s-length; the Board’s annual independence review affirmed Brenneman’s independence. NCG oversees related person transactions and none required disclosure in FY2024—low conflict risk, but continued monitoring warranted given CCMP ties .
- Engagement/Attendance: High engagement signals—13 Board meetings; required attendance met; Lead Director conducts annual one-on-one director interviews; robust shareholder outreach program .
- Compensation alignment: Director pay is predominantly equity and subject to long holding requirements, aligning interests with long-term shareholders; Brenneman elected to defer 100% of cash retainers—positive alignment .
- Policies & overboarding: Outside board policy limits service to avoid overboarding; specific allowance for “Executive Chair” roles to serve at HD plus one other public board subject to NCG approval—Brenneman fits policy (Executive Chairman at CCMP + Baker Hughes board) .
- Shareholder sentiment: Say-on-pay support was ~93% at 2024 meeting, indicating broad investor confidence in executive compensation oversight; while not director-specific, it reflects overall governance acceptance .
- RED FLAGS: Long tenure (25 years) cited by a shareholder proponent as potentially reducing independence; mitigate via annual independence reviews, strong Lead Director structure, and ongoing refreshment (average nominee tenure 9.1 years). Continued vigilance advised on CCMP-related transactions to avoid perceived conflicts; ensure recusals where appropriate .