Stephanie C. Linnartz
HOME DEPOTAbout Stephanie C. Linnartz
Independent director of The Home Depot since 2018; age 57. Former President and CEO of Under Armour (Feb 2023–Mar 2024) and President of Marriott International (2021–Feb 2023), with prior senior roles spanning consumer operations, technology, digital, loyalty, and revenue management. Serves on Audit and Leadership Development & Compensation (LDC) Committees; Board has affirmed her independence. Education is not disclosed in the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Under Armour, Inc. | President, CEO, Director | Feb 2023–Mar 2024 | Executive leadership in retail; board member |
| Marriott International, Inc. | President | 2021–Feb 2023 | Led global consumer strategy, loyalty, e-commerce, customer engagement |
| Marriott International, Inc. | Group President, Consumer Ops, Technology & Emerging Businesses | 2020–2021 | Strategic leadership across technology and emerging businesses |
| Marriott International, Inc. | EVP & Global Chief Commercial Officer | 2013–2019 | Brand management, sales, e-commerce, loyalty |
| Hilton Hotels Corporation | Various roles | Prior to 1997 | Hospitality operations background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Under Armour, Inc. | Director | 2023–2024 | Only disclosed U.S. public company board over past 5 years |
Board Governance
- Committee assignments: Audit (member) and LDC (member) in FY2024; expected to remain on Audit and LDC post-2025 meeting. Audit met 9 times; LDC met 5 times.
- Independence: Board determined she is independent; HD’s purchases from Under Armour were immaterial and arm’s-length; no personal benefit; all current directors except CEO Decker are independent.
- Attendance: Board met 13 times; each incumbent director attended at least 75% of Board and relevant committee meetings; all incumbent directors attended the 2024 annual meeting.
- Governance environment: Independent Lead Director with robust responsibilities; independent committees; executive sessions at each regular Board meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director annual retainer (equity) | $245,000 | Deferred shares under Omnibus Plan; paid at 2024 annual meeting |
| Director annual retainer (cash or DSUs) | $55,000 | Director election to cash or DSUs; Linnartz deferred 100% of cash retainer to DSUs |
| Committee chair fees (if applicable) | $0 | Audit Chair $25,000; Finance/LDC/NCG Chairs $20,000; Linnartz not a chair in FY2024 |
| Lead Director retainer (if applicable) | $0 | Lead Director retainer is $80,000; not applicable to Linnartz |
| Charitable matching | $15,000 | Company matching programs reflected in All Other Compensation |
- Program design: At least two-thirds of director retainer is equity; HD provides ~82% in equity; director equity must be held until retirement or one year post-service (with limited exceptions).
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-Date Fair Value | Vest/Settlement Terms |
|---|---|---|---|---|
| Deferred shares (annual) | 05/16/2024 | 714 | $244,709 | Deferred shares payable in stock after termination of Board service; subject to hold-until-retirement policy |
- Directors do not receive performance-based metrics, options, or PSUs; equity is time/deferred and aimed at alignment rather than performance hurdles.
Director Compensation (FY2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Stephanie C. Linnartz | 55,000 | 244,709 | 15,000 | 314,709 |
Notes:
- Several directors (including Linnartz) deferred 100% of cash retainers to DSUs under the Directors Plan. Dividend equivalents accrue on DSUs at the shareholder dividend rate.
Other Directorships & Interlocks
- Under Armour (Director 2023–2024). HD purchased apparel from Under Armour in FY2024; Board reviewed and deemed immaterial, arm’s-length, with no personal benefit; independence maintained.
Expertise & Qualifications
- Retail and executive leadership (Under Armour), hospitality operations and commercial strategy (Marriott), e-commerce, loyalty, customer engagement, technology and digital, real estate development, sustainability. Adds oversight strength for HD’s interconnected retail strategy.
Equity Ownership
| Security Type | Quantity | Notes |
|---|---|---|
| Deferred Shares | 7,150 | Director equity held/deferred |
| Deferred Stock Units | 1,566 | From deferrals of cash retainers |
| Shares Owned Outright | 1,030 | Direct ownership |
| Restricted Stock | 0 | None disclosed for directors |
| Indirect Ownership | 0 | None disclosed |
| Total Beneficial Ownership | 9,746 | Sum of above |
Alignment safeguards:
- Anti-hedging policy applies to directors; prohibition on pledging and margin accounts for directors.
- Hold-until-retirement requirement for director equity grants.
Governance Assessment
- Strengths: Independent director; dual committee membership (Audit and LDC) enhances oversight of financial controls, risk, compensation, and succession; robust alignment via equity-heavy retainer, DSU deferral, hold-until-retirement policy; prohibited hedging/pledging.
- Engagement/Attendance: Board-wide attendance above 75% threshold; robust independent oversight with executive sessions.
- Compensation/Consultant Independence: LDC chartered oversight with independent consultant Pay Governance; independence affirmed; no tax gross-ups, limited perquisites in executive program (context for LDC oversight quality).
- Potential conflicts: HD purchased apparel from Under Armour while Linnartz was CEO; Board reviewed and deemed immaterial and arm’s-length; no related person transactions requiring disclosure; independence affirmed.
- Red flags: None material disclosed specific to Linnartz; no pledging/hedging; no attendance issues disclosed; not overboarded per HD guidelines.
Investor implications: Linnartz’s e-commerce, loyalty, and digital background aligns with HD’s interconnected strategy, and her Audit/LDC roles indicate active involvement in risk and compensation oversight. The Board’s independence determination and equity-aligned director pay mitigate conflict risk and support investor confidence.