Paula A. Santilli
HOME DEPOTAbout Paula A. Santilli
Paula A. Santilli (age 60) has served on Home Depot’s board since 2022. She is an independent director and currently Chief Executive Officer, Latin America Foods at PepsiCo, Inc. (appointed January 2025; previously CEO, Latin America 2019–2024). She serves on Home Depot’s Nominating and Corporate Governance (NCG) and Finance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | CEO, Latin America Foods | Jan 2025–present | Leads regional foods operations across Latin America |
| PepsiCo, Inc. | CEO, Latin America | 2019–2024 | Oversight of retail, marketing, supply chain; human capital management |
| PepsiCo Mexico Foods | President | 2017–2019 | Ran national snacks division |
| PepsiCo Mexico Foods | COO | 2016–2017 | Operations leadership |
| PepsiCo Mexico Foods | VP & GM | 2011–2016 | General management, growth execution |
| PepsiCo (LatAm Southern Cone) | Various roles | 2001–2011 | Leadership across Argentina, Uruguay, Paraguay |
| Quaker Oats Company | Regional leadership (Quaker Foods, Gatorade) | 1992–2001 | Ran businesses in Argentina, Chile, Uruguay prior to PepsiCo acquisition |
External Roles
| Company/Organization | Role | Public Board? | Tenure |
|---|---|---|---|
| PepsiCo, Inc. | CEO, Latin America Foods | No public board disclosed | Jan 2025–present |
| PepsiCo, Inc. | CEO, Latin America | No public board disclosed | 2019–2024 |
| Other U.S. public company boards | — | None | Past five years: none |
Board Governance
- Committee assignments: NCG and Finance (not Chair). Current/anticipated composition confirms continued service on NCG and Finance post-2025 meeting.
- Committee activity: NCG met 4 times (director nominees, independence reviews, governance, sustainability, political activity, related person transactions); Finance met 4 times (capital structure, M&A, capital plan, dividends/buybacks, digital strategy).
- Independence: Board affirmatively determined Santilli is independent; HD’s independence standards exceed NYSE.
- Attendance: Board met 13 times in FY2024; each incumbent director attended at least 75% of Board/committee meetings; all incumbents attended the 2024 annual meeting.
- Engagement: Directors participate in store/facility walks, orientation and continuing education overseen by NCG.
- Lead Independent Director and executive sessions at every regularly scheduled Board meeting; independent directors meet without management.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (equity) | $244,709 | Deferred shares (714 shares at May 16, 2024 grant) |
| Annual director retainer (cash) | $55,000 | Santilli deferred 100% of cash retainer into deferred stock units |
| Committee chair fees | $0 | Not a committee chair; chair fees: Audit $25k; Finance/LDC/NCG $20k (for context) |
| Lead Director fee | $0 | Not applicable (Lead Director receives $80k) |
| Total FY2024 director compensation | $299,709 | Fees + stock awards; no “all other” compensation reported |
Additional structural features:
- At least 82% of non-employee director retainer paid in Company equity; equity must be held until retirement from the Board or one year after service ends (with narrow exceptions).
Performance Compensation
Directors do not receive performance-based cash or equity (no PSUs or options tied to metrics). Equity is granted as deferred shares/units subject to holding requirements; meeting fees are not used.
| Performance Metric | Weight | Target | FY2024 Treatment |
|---|---|---|---|
| N/A (directors) | — | — | No director performance metrics disclosed; compensation is fixed retainer in cash and equity per policy |
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Conflict | Board Conclusion |
|---|---|---|---|
| PepsiCo, Inc. | Santilli is CEO, Latin America Foods | Commercial dealings: HD purchased food/beverage from PepsiCo; PepsiCo purchased MRO products from HD | Transactions deemed immaterial; arm’s-length; director independence maintained |
| Related person transactions (overall) | NCG pre-approves >$120k transactions with directors/executives | Policy detailed; process led by General Counsel | No related person transactions requiring disclosure since start of FY2024 |
Expertise & Qualifications
- Strategic management; retail/merchandising; supply chain; international; sustainability; human capital management; marketing/communications; IT/e-commerce oversight—skills mapped to HD committee needs.
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Shares owned outright | 1,583 | FY2024 year-end | Outstanding equity positions by director |
| Deferred shares | 2,643 | FY2024 year-end | Payable in stock after Board service ends; non-voting while deferred |
| Deferred stock units | 586 | FY2024 year-end | Payable in stock after Board service ends; non-voting while deferred |
| Beneficial ownership (SEC) | 1,583 | Mar 7, 2025 | “Percent of class” <1% (asterisk) |
| Deferred shares/units (SEC) | 3,229 | Mar 7, 2025 | Reported separately from beneficial ownership |
| Hedging/pledging | Prohibited | Policy | Company-wide anti-hedging; prohibition on pledging for Section 16 officers/directors; no pledges reported |
Governance Assessment
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Strengths
- Independent director with relevant global consumer, supply chain, and HCM expertise aligned to HD’s NCG and Finance mandates.
- Strong board processes: independence standards exceeding NYSE; rigorous related-person policy; annual self-evaluations and lead independent director oversight.
- Equity-heavy director pay with mandatory holding promotes alignment; Santilli deferred 100% of her cash retainer into stock units.
- Board/committee attendance expectations met broadly; active engagement through store/facility walks and education.
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Watchpoints and RED FLAGS
- Related-party exposure: HD has routine commercial transactions with PepsiCo, where Santilli is an executive; Board reviewed and deemed immaterial/arm’s-length. Continued monitoring advisable given dual roles.
- Ownership alignment: Director holdings are modest relative to outstanding shares (typical for non-employee directors); alignment relies primarily on ongoing equity retainer and holding requirements rather than large personal stakes.
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Overall signal to investors
- Governance structures, independence determinations, and equity-dominant director pay support investor confidence. No disclosed attendance issues or related-party transactions requiring disclosure; committee service areas (NCG/Finance) place Santilli in positions relevant to sustainability governance, director independence, capital allocation, and M&A oversight.
No related person transactions requiring disclosure since the beginning of Fiscal 2024; all director nominees (except the CEO) are independent. **[354950_0000354950-25-000123_hd-20250407.htm:26]** **[354950_0000354950-25-000123_hd-20250407.htm:9]**