Jeffery H. Boyd
HOME DEPOTAbout Jeffery H. Boyd
Independent director since 2016; age 68. Former Chairman and CEO of Booking Holdings, with deep global e‑commerce, digital marketing, and strategic management experience; prior legal leadership at Oxford Health Plans. Currently chairs Home Depot’s Nominating & Corporate Governance (NCG) Committee and serves on the Finance Committee; classified independent by the Board’s standards and NYSE rules. Attendance met expectations; the Board met 13 times in FY2024 and all incumbents attended ≥75% and the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booking Holdings Inc. | Chairman (2013–2016; 2018–2020); Executive Chairman (2017–2018); President & CEO (2002–2013); Interim CEO/President (2016); COO (2000–2002); EVP/GC/Secretary (2000) | 2000–2020 | Led strategy that scaled the company from 2002 loss to multi‑billion dollar profitability; core e‑commerce and digital expertise applied to HD’s interconnected retail oversight. |
| Oxford Health Plans, Inc. | EVP, General Counsel & Secretary | Pre‑2000 | Legal, compliance, governance experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CLEAR Secure, Inc. | Director | 2021–present | HD director Caryn Seidman‑Becker is CLEAR CEO; HD purchases services from CLEAR; Board deemed transactions immaterial to independence. Potential interlock oversight area. |
| Oscar Health, Inc. | Director | 2021–present | Health tech governance exposure. |
| Booking Holdings Inc. | Director | 2001–2021 | Longstanding oversight of global online travel. |
Board Governance
- Committees: Chair, NCG (4 meetings in FY2024); Member, Finance (4 meetings in FY2024). NCG oversees director nominations, independence, related‑person transaction approvals, sustainability governance, political activity, director engagement/education, insider‑trading policies; Finance oversees capital structure, capital plan, dividends/buybacks, tax strategy, M&A, and digital strategy execution.
- Independence: The Board affirmatively determined all directors (except CEO) are independent; committees are entirely independent.
- Attendance and engagement: All incumbents attended ≥75% of Board/committee meetings and the 2024 annual meeting; directors conduct store walks, in‑depth management meetings, and annual self‑evaluations with individual interviews led by the Lead Director.
- Governance practices: Anti‑hedging and anti‑pledging for directors; proxy access; special meeting/written consent rights; annual elections; majority voting; robust Lead Director role.
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual retainer (equity) | $244,709 | 714 deferred shares at grant; director retainer structure requires ≥82% equity and holding until retirement/one year post‑service. |
| Annual retainer (cash) | $55,000 | Paid in cash or deferred stock units at director’s election. |
| Committee chair fee (NCG) | $20,000 | Paid in cash or deferred stock units. |
| Fees earned or paid in cash (reported) | $75,000 | Boyd deferred 100% of cash retainers under Directors Plan. |
| All other compensation | $5,000 | Matching charitable contributions. |
| Total reported director compensation | $324,709 | FY2024 director compensation total. |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance‑linked director pay | None | HD does not use performance metrics for non‑employee director compensation; alignment achieved via equity‑heavy retainer and mandatory holding. |
Other Directorships & Interlocks
- CLEAR interlock: Boyd is a CLEAR director; HD director Caryn Seidman‑Becker is CLEAR CEO; HD purchases services from CLEAR. Board found transactions immaterial to independence after review under independence standards and related‑person transaction policy. Monitor information flow and procurement governance.
- Outside board policy: Non‑executive directors limited to ≤3 other public company boards; Audit Committee members ≤2 other audit committees. Boyd’s roles appear within policy limits.
Expertise & Qualifications
- Global e‑commerce and digital marketing; strategic management; corporate governance; sales leadership; legal and compliance background. Directly supports HD’s interconnected retail strategy and risk oversight.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares owned outright | 10,000 | Beneficial ownership excludes deferred units for % calc. |
| Shares owned indirectly | 65 | Via Brothers Brook LLC. |
| Total beneficial ownership | 10,065 | <1% of class. |
| Deferred shares | 11,071 | Payable in stock after Board service ends. |
| Deferred stock units | 2,623 | Payable in stock after Board service ends. |
| Anti‑pledging/hedging status | Prohibited | No pledging; anti‑hedging policy applies to directors. |
Governance Assessment
- Strengths: Independent director; chairs NCG with explicit oversight of board composition, independence reviews, sustainability/political activity; strong e‑commerce/digital expertise aligned to HD strategy; equity‑heavy director pay with mandatory holding; anti‑hedging/pledging, proxy access, and majority voting support investor protections; attendance met expectations.
- Potential red flags and watch items:
- Board interlock and vendor ties: CLEAR interlock (Boyd as CLEAR director; Seidman‑Becker as CLEAR CEO) while HD purchases CLEAR services. Board determined immaterial, and no related‑person transactions required disclosure; continue monitoring for procurement independence and competitive terms.
- Board leadership separation: Ongoing shareholder proposal pressure for independent Chair; Board maintains combined Chair/CEO with robust Lead Director. Not specific to Boyd, but as NCG Chair he influences governance posture.
- Alignment signals: Director comp unchanged for FY2024; say‑on‑pay support ~93% in 2024 indicates broad investor approval of compensation governance framework that NCG and LDC oversee.