Manuel Kadre
HOME DEPOTAbout Manuel Kadre
Independent director of The Home Depot since 2018 (age 59). He is Chairman and CEO of Kollective Auto Group and brings chief executive, financial, strategic, environmental, and real estate experience; he also serves as Chairman of Republic Services’ board and has held multiple senior roles in consumer distribution businesses . He is an independent director under HD’s standards and NYSE rules; all committee members are independent . The Board met 13 times in Fiscal 2024; all incumbent directors attended at least 75% of Board/committee meetings and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kollective Auto Group (formerly MBB Auto Group) | Chairman & CEO | 2012–present | Premium luxury auto retail operations across Northeast and Texas |
| Gold Coast Caribbean Importers, LLC | Chief Executive Officer | Jul 2009–2014 | Consumer distribution leadership |
| CC1 Companies, Inc. | President, VP, General Counsel & Secretary | 1995–Jul 2009 | Beverage distribution across Caribbean markets |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Republic Services, Inc. | Chairman of the Board | Public | 2014–present |
| NeueHealth, Inc. (formerly Bright Health Group, Inc.) | Director | Public | 2021–present |
| Mednax, Inc. | Director (former) | Public | 2007–2022 |
| University of Miami | Chair-Elect, Board of Trustees | Non-profit | Current |
Board Governance
- Committees: Audit and Finance; not a committee chair. Audit held 9 meetings and Finance held 4 in Fiscal 2024 .
- Expected post-Meeting committee assignments: Audit and Finance (subject to election of nominees) .
- Independence: Affirmed independent; all committee members are independent .
- Attendance: Board met 13 times; all incumbent directors attended at least 75% of Board/committee meetings and the 2024 annual meeting .
Fixed Compensation
| Component | FY2024 Amount | Structure/Notes |
|---|---|---|
| Annual director retainer (non-employee directors) | $300,000 | Paid $245,000 as deferred shares under the Omnibus Plan and $55,000 in cash or deferred stock units; HD provides at least 82% of retainer in equity and requires holding of director equity until retirement or for one year after service ends (subject to exceptions) . |
| Cash fees received (Kadre) | $55,000 | Annual cash portion of retainer (no chair fees) . |
| Equity grant (Kadre) | $244,709 | 714 deferred shares granted on 05/16/2024 (grant date fair value under FASB ASC 718) . |
| Other compensation (Kadre) | $15,000 | Charitable matching programs (up to $10,000 charitable match; up to $5,000 PAC-linked charitable match) . |
| Total (Kadre) | $314,709 | Sum of components above . |
Performance Compensation
| Equity Award Detail | Grant Date | Shares (#) | Fair Value ($) | Vesting/Holding |
|---|---|---|---|---|
| Deferred share award (Kadre) | 05/16/2024 | 714 | $244,709 | Deferred shares/stock units payable in stock following termination of Board service; director equity must be held until retirement or for one year after service ends (subject to exceptions); no performance conditions for director grants . |
HD director compensation is not tied to operating/revenue/ESG performance metrics; the pay mix emphasizes equity and long-term alignment via mandated holding and deferral .
Other Directorships & Interlocks
| Company | Relationship to HD | Interlock/Transactions |
|---|---|---|
| Republic Services, Inc.; NeueHealth, Inc.; Mednax, Inc. | External boards held by Kadre | HD’s independence review disclosed arm’s-length transactions with entities linked to other directors (e.g., BGIS, RealTruck, Shoes for Crews, Under Armour, PepsiCo, CLEAR, Microsoft) and found no related person transactions requiring disclosure since the beginning of Fiscal 2024; Kadre’s affiliations were not cited in related-party disclosures . |
Expertise & Qualifications
- Senior executive leadership and general management across consumer distribution and automotive retail; experience in finance, strategy, environmental and real estate matters; enhances board oversight of management, governance and board dynamics .
- Service as chairman/lead independent director at public companies provides governance depth and perspective .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Kadre) | 3,000 shares | Sole voting/investment power, excludes deferred units payable after termination . |
| Deferred shares/stock units | 8,604 units | Deferred under Omnibus Plan/Directors Plan/THD Restoration Plan; no voting rights . |
| Percent of class | <1% | Based on shares outstanding as of Mar 7, 2025 . |
| Pledged shares | None | HD policy prohibits pledging by directors; none have pledged . |
| Hedging | Prohibited | Anti-hedging policy applies; none of directors/executives have entered hedging transactions . |
| Ownership/holding guideline | Equity ≥ two-thirds of retainer; hold until retirement/one year post-service | HD provides at least 82% of retainer in equity; mandated holding periods for director equity awards . |
Governance Assessment
- Committee fit: Audit and Finance roles align with his executive and financial background; Audit oversees risk, compliance, cybersecurity; Finance oversees capital structure, capital plan, M&A, and digital strategy .
- Independence and engagement: Independent director with at least 75% attendance and annual meeting participation (board-wide), supporting Board effectiveness .
- Pay alignment: Equity-heavy director pay with deferral and holding requirements strengthens long-term alignment; no director performance-based metrics or perquisites beyond charitable match; HD did not change non-employee director compensation for FY2024 following LDC review .
- Outside board policy compliance: Policy limits directors to no more than three other public company boards and places stricter limits on audit committee members’ external audit committee service; Kadre holds two public company directorships, consistent with the board cap (no external audit committee roles disclosed) .
- Related-party/conflict review: No related person transactions requiring disclosure since the beginning of Fiscal 2024; Kadre’s affiliations were not flagged in independence analysis, reducing conflict risk .
RED FLAGS
- None disclosed in the proxy regarding related-party transactions, hedging/pledging, attendance shortfalls, or pay anomalies for Kadre .