Teresa Wynn Roseborough
HOME DEPOTAbout Teresa Wynn Roseborough
Executive Vice President, General Counsel and Corporate Secretary of The Home Depot since November 2011, responsible for all legal functions, corporate governance as Corporate Secretary, and government relations; previously held senior legal roles at MetLife, was a partner at Sutherland Asbill & Brennan, and served as Deputy Assistant Attorney General (OLC), U.S. Department of Justice . She was age 65 in the company’s FY2024 10-K . Education: BA (University of Virginia), MEd (Boston University), JD with high honors (UNC School of Law; Editor-in-Chief, Law Review) . Company performance context during FY2024: net sales $159.5B (+4.5%), operating income $21.5B (-0.8%), net earnings $14.8B (-2.2%), five-year TSR 103.8% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Department of Justice (OLC) | Deputy Assistant Attorney General | 1994–1996 | Senior executive-branch legal counsel; regulatory and governance expertise |
| Sutherland Asbill & Brennan LLP | Partner | 1996–2006 | Complex litigation incl. U.S. Supreme Court; corporate governance expertise |
| MetLife, Inc. | Senior Chief Counsel – Compliance & Litigation; Deputy General Counsel | 2006–2011 | Led global litigation/compliance for a major financial services company |
External Roles
| Organization | Role | Years / Committees | Strategic impact |
|---|---|---|---|
| The Hartford Financial Services Group (NYSE: HIG) | Director | Director since Apr-2015; Chairs Nominating & Corporate Governance; member, Compensation; member, Finance, Investment & Risk Management | Brings business, regulatory, compliance, risk management and governance expertise to the board |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base salary rate ($) | 765,900 | 788,877 (3.0% increase) |
| Salary paid ($) | 759,923 | 798,746 (53-week year) |
| Target bonus (% of base) | 100% | 100% |
| Actual MIP bonus ($) | 626,637 | 772,968 (98% of target payout) |
Notes: FY2024 MIP corporate results used by all NEOs: Sales $153.37B (adjusted), Operating profit $21.42B (adjusted), Inventory turns 4.71; payout 98% of target; Pro strategic goal achieved .
Performance Compensation
Annual bonus (MIP) design and FY2024 outcome
| Metric (weight) | Threshold | Target | Maximum | FY2024 actual | Result on payout |
|---|---|---|---|---|---|
| Sales (40%) | $139.39B | $154.88B | $170.37B | $153.37B (adjusted) | Slightly below target; factor included in 98% aggregate payout |
| Operating profit (40%) | $19.62B | $21.80B | $23.98B | $21.42B (adjusted) | Slightly below target; factor included in 98% aggregate payout |
| Inventory turns (10%) | 4.10 | 4.55 | 5.01 | 4.71 (adjusted) | Above target; supported payout |
| Pro strategic goal (10%) | n/a | Increase y/y in managed-account sales | n/a | Achieved | Paid at 100% for this component (subject to OP threshold) |
MIP structure change FY2025: Sales weight increased to 50%, Operating profit decreased to 30% .
Long-term incentives (awarded March 20, 2024)
| Award | Shares/Units | Grant-date fair value ($) | Key terms |
|---|---|---|---|
| Performance Shares (FY2024–FY2026 cycle) | Target 2,542; Max 5,084 | 977,170 | 50% three-year avg ROIC (threshold 30.98%, target 36.45%, max 41.91%); 50% three-year avg Operating Profit ($18.45B / $21.71B / $24.96B); payout 50%–200%; dividend equivalents accrue |
| Performance-based Restricted Stock | 1,525 | 586,225 | Forfeitable if FY2024 OP < 90% of MIP target; met for FY2024; time-vests 50% at 30 months and 50% at 60 months from grant date |
| Stock Options | 4,083 (ex price $384.41) | 390,947 | Vest 25% on each of the 2nd–5th anniversaries of grant; 10-year term; repricing prohibited without shareholder approval |
Historical PSU vesting (FY2022–FY2024 cycle): Paid at 25.6% of target; Teresa earned 822 shares (incl. dividend equivalents), value $338,783 at $411.98 close on 1/31/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 27,523 shares as of 3/7/2025; includes 60 shares held by spouse |
| Deferred shares/units | 3,062 (not counted in “Percent of Class”) |
| Outstanding equity at FY2024 year-end | RS not vested: 1,525 ($628,270); PSUs unearned: 5,176 ($2,132,235); Options unexercisable: 4,083 @ $384.41 (3/19/2034 expiry) |
| 2024 equity activity | Options exercised: 39,982 ($7,807,039 value realized); Shares vested: 9,075 ($3,397,029 value) |
| Ownership guidelines | Guideline: 4x base salary; Status: 11x (compliant as of 3/7/2025) |
| Hedging/pledging | Hedging prohibited for all associates/directors; pledging and margin accounts prohibited for Section 16 officers; no pledged shares reported for execs/directors |
Employment Terms
- Employment and start date: At-will; accepted EVP GC & Corporate Secretary role October 5, 2011; assumed role November 7, 2011 .
- Severance: No contractual severance; entitled only to vested plan benefits upon termination .
- Non-compete / non-solicit: Post-termination restrictions ranging from 24 to 36 months for NEOs .
- Change-in-control (CIC): No CIC agreements; double-trigger acceleration (termination without cause within 12 months post-CIC) for equity granted since FY2013; estimated Teresa’s CIC+termination value as of 2/2/2025: $6,414,877 (RS/options $4,189,773; PSUs $2,225,104) .
- Death/disability: Accelerated vesting; estimated total as of 2/2/2025: $6,320,946 (RS/options $4,189,773; PSUs $2,131,173) .
- Retirement eligibility: Reached age 60+ with 5+ years service; awards become non-forfeitable but continue to vest on schedule; estimated value as of 2/2/2025: RS/options $4,189,773; PSUs $2,131,173 .
- Clawback: Mandatory restatement recovery plus discretionary recoupment for knowing/intentional misconduct causing financial or reputational harm .
- Tax gross-ups: None for NEOs; no gross-ups on perqs or CIC .
- Perquisites (FY2024 disclosed): Matching charitable contributions $3,900; 401(k) company match $7,380 .
- Deferred compensation: THD Restoration Plan contributions $93,768 in FY2024; aggregate balance $1,261,359 .
Performance Compensation – Design Detail (governance lens)
- Pay mix (NEOs): ~81.5% variable for non-CEO NEOs; 100% of bonus and 80% of equity tied to pre-set performance goals .
- PSU metrics/curve: Equal weighting of three-year average ROIC and operating profit; threshold/target/max set at 85%/100%/115% of target for FY2024–FY2026 awards; 50%–200% payout; dividend equivalents accrue .
- Risk controls: Multi-metric design; payout caps; longer vesting (PBRS/options vest over 5 years; PSUs cliff-vest after 3 years); annual risk assessment; anti-hedging/anti-pledging; stock ownership/retention rules .
Other Governance, Roles, and Visibility
- Corporate Secretary signature and disclosure oversight: Regular EDGAR signatory on 8-Ks (e.g., Jan 10, 2024 director transition; May 30, 2024 executive retirement; Nov 18, 2025 Reg FD call update) .
- Shareholder alignment signals: Say-on-Pay support ~93% at 2024 meeting; LDC Committee retained program structure given strong support .
- Related-party transactions: None requiring disclosure since the beginning of FY2024 .
Investment Implications
- Alignment and retention: Strong alignment—11x ownership vs 4x guideline, anti-hedging/pledging, and long vesting horizons reduce near-term selling pressure; however, retirement eligibility makes equity non-forfeitable (still non-transferable until vest), modestly reducing termination risk but not vesting timelines .
- Incentive quality: Performance architecture emphasizes multi-year ROIC and operating profit plus cash-flow discipline via inventory turns; FY2024 PSUs track between target and max after year one, reinforcing long-term value creation focus; FY2022–2024 PSUs paid at 25.6%, showing downside sensitivity when ROIC underperforms .
- Change-in-control economics: No single-trigger CIC or severance; double-trigger equity acceleration only; quantified CIC values provide transparency without shareholder-unfriendly protections (no tax gross-ups), a positive governance signal .
- Insider activity: FY2024 exercises (39,982 options; $7.8M value realized) may indicate normal portfolio diversification at senior tenure; given prohibitions on hedging/pledging and sizable continuing ownership, residual alignment remains robust .
- Executive execution risk: As chief legal/governance officer and Corporate Secretary, her role underpins disclosure, risk, and strategic M&A (e.g., 2024 SRS acquisition context); with 5-year TSR at 103.8% and consistent investor support on pay, governance execution appears strong; risk factors remain macro/housing demand and integration of acquired assets, which are addressed at the corporate level rather than individual incentive gaps .
Data sources: Home Depot 2025 DEF 14A; HD 10-K executive officer section; company/board bios; Hartford IR; and HD IR news releases as cited above.