J. Frank Brown
HOME DEPOTAbout J. Frank Brown
Independent director since 2011 (age 68); Audit Committee Financial Expert and Chair of the Audit Committee; member of the Finance Committee. Former Managing Director and Chief Risk Officer (2020–2021) and Managing Director/COO (2011–2019) at General Atlantic; previously Dean of INSEAD (2006–2011) and a 26-year PwC leader culminating in leading its $3.5B Advisory Services unit. Trustee of The Asia Society and Bucknell University; member of the AICPA.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Atlantic LLC | Managing Director & Chief Risk Officer | 2020–2021 | Risk management leadership for global growth equity firm |
| General Atlantic LLC | Managing Director & Chief Operating Officer | 2011–2019 | Operational leadership across finance, risk, IT/cyber, e‑commerce exposure |
| INSEAD | Dean | 2006–2011 | Governance/academic leadership across multi‑campus institution |
| PwC | Leader, Advisory Services ($3.5B unit); prior Assurance/TS/Corp Dev practice head | 26 years | Built Genesis Park leadership program; deep accounting/controls expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Asia Society | Trustee | Not disclosed | Non‑profit governance role |
| Bucknell University | Trustee | Not disclosed | Academic governance role |
| AICPA | Member | Not disclosed | Professional standards affiliation |
| U.S. public company boards (last 5 years) | None | — | No current or recent public company directorships |
Board Governance
- Committees: Audit (Chair; designated Audit Committee Financial Expert), Finance member .
- Committee activity: Audit met 9 times; Finance met 4 times in Fiscal 2024 .
- Independence: Board determined all current directors except the CEO are independent; Brown is independent .
- Attendance: Board met 13 times in Fiscal 2024; each incumbent director attended at least 75% of Board and committee meetings; all incumbents attended the 2024 annual meeting .
- Oversight scope (Audit): Financial reporting/internal control, enterprise risk, data protection/cybersecurity, compliance (FCPA/anti‑bribery), internal audit, whistleblower program, auditor independence/performance .
- Audit leadership: Brown signed the Audit Committee Report recommending inclusion of audited financials in the Form 10‑K; confirmed KPMG independence; reviewed audit fees .
Fixed Compensation
| Component (Fiscal 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash/DSU retainer | 55,000 | Director portion payable in cash or deferred stock units at election |
| Audit Committee Chair retainer | 25,000 | Payable in cash or deferred stock units |
| Stock award (deferred shares) | 244,709 | 714 deferred shares granted 05/16/2024 (closing price basis) |
| Total reported compensation | 324,709 | Sum of cash/fees and stock award; no “All Other” comp reported |
Additional structure details:
- Standard non‑employee director annual retainer is $300,000, delivered as $245,000 in deferred shares and $55,000 in cash/DSUs; at least two‑thirds of director retainer must be equity (HD currently provides ~82%) .
- Lead Director and other committee chair retainers exist separately; Brown receives the Audit Chair retainer (no Lead Director role) .
- Director equity awards must be held until retirement or for one year post‑service (except ordinary retirement at/after age 72, death, disability, or change in control) .
Performance Compensation
| Feature | Condition/Metric | Status |
|---|---|---|
| Director equity performance ties | None (director awards are deferred shares/DSUs, not performance‑contingent) | Not applicable |
| Holding requirement | Must hold director equity until retirement or for one year post‑service (with limited exceptions) | In force |
| Risk mitigants | Anti‑hedging for all associates/directors; anti‑pledging/margin accounts prohibited for Section 16 officers and directors | In force |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Transactions |
|---|---|---|
| U.S. public company boards (past 5 yrs) | None | No other public boards; reduces interlock/conflict risk |
| Related person transactions | — | No related person transactions requiring disclosure since the beginning of Fiscal 2024 |
Expertise & Qualifications
- Audit/financial expert; deep accounting, controls, and advisory experience (PwC; AICPA member) .
- Risk management (CRO at General Atlantic), governance and strategy (INSEAD dean; COO at GA) .
- Exposure to IT/cybersecurity and e‑commerce through GA roles; aligns with HD’s oversight needs .
- International experience and human capital insights .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Deferred shares | 36,697 | Payable in HD stock after termination of Board service |
| Deferred stock units | 8,949 | Payable in HD stock after termination of Board service; dividend equivalents accrue |
| Shares owned outright | 1,000 | Beneficial ownership (sole voting/investment power) |
| Total | 46,645 | Aggregate of categories above |
| Percent of class | <1% (*) | As of March 7, 2025 |
| Hedging/pledging | None permitted for directors; company policy prohibits pledging/margin accounts for directors | Policy affirmed; no pledged shares reported |
Governance Assessment
- Strengths:
- Independence and no disclosed related‑party transactions; minimizes conflict risk .
- Audit Committee leadership and “financial expert” designation enhance oversight of financial reporting, enterprise risk, and cybersecurity; robust Audit agenda and formal report leadership signal effective governance .
- Ownership alignment via substantial deferred equity and mandatory holding periods; anti‑hedging/anti‑pledging policies further align interests with shareholders .
- Potential watch items:
- Tenure since 2011 (balance with Board’s refreshment practices and mandatory retirement age of 72); HD reports active refreshment and majority independence, which mitigates entrenchment concerns at the Board level .
- Broader board leadership structure remains combined Chair/CEO with an independent Lead Director; shareholders previously rejected proposals for an independent Chair—ongoing evaluation of leadership structure continues (not specific to Brown) .
Overall, Brown’s profile presents strong audit and risk oversight credentials, independence, and equity alignment with shareholders, with low apparent conflict risk and active engagement through Audit/Finance committee work.