Wayne M. Hewett
HOME DEPOTAbout Wayne M. Hewett
Independent director of The Home Depot, Inc. since 2014; age 60. He is Chair of the Leadership Development & Compensation (LDC) Committee and a member of the Audit Committee. The Board has determined he is independent under HD’s Director Independence Standards, SEC rules, and NYSE listing standards . In Fiscal 2024, the Board met 13 times; all incumbent directors attended at least 75% of Board/committee meetings and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira | Senior Advisor | Mar 2018–present | Private equity advisory; portfolio oversight |
| Cambrex Corporation (Permira portfolio) | Chairman | Dec 2019–present | Drug APIs; governance oversight |
| Quotient Sciences (Permira portfolio) | Chairman | Oct 2023–present | Drug development accelerator |
| ASP Resins Holdings LP | Board of Managers | Mar 2023–present | Adhesives/performance materials |
| DiversiTech Corporation | Chairman | Mar 2018–Dec 2021 | HVAC equipment manufacturer |
| Klöckner Pentaplast Group | Chief Executive Officer | Aug 2015–Nov 2017 | Packaging supplier leadership |
| Arysta LifeScience Corporation | President, CEO & Director | Jan 2010–Feb 2015 | Crop protection/life sciences |
| Platform Specialty Products Corp. | President | Feb 2015–Aug 2015 | Specialty chemicals |
| General Electric Company | Various leadership roles | ~20+ years | Operations, finance, supply chain; Corporate Executive Council |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| United Parcel Service, Inc. | Director | 2020–present | Public company directorship |
| Wells Fargo & Company | Director | 2019–present | Public company directorship |
Board Governance
- Committee assignments: Chair, Leadership Development & Compensation; Member, Audit .
- Independence: Independent director (all directors except CEO are independent) .
- Attendance: Board met 13 times in Fiscal 2024; each incumbent director attended at least 75% of meetings; all attended 2024 annual meeting .
- Engagement: HD mandates director store/facility walks and annual Board/committee self-evaluations including individual director interviews led by the Lead Director .
- Risk/clawbacks oversight: As LDC Chair, oversees compensation risk, succession, pay practices, and HD’s enhanced clawback policy; as Audit member, oversees enterprise risk, compliance, and cybersecurity .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Retainer (Cash) | $55,000 | Directors receive $55,000 cash (or deferred units) as part of $300,000 retainer |
| Annual Retainer (Equity – Deferred Shares) | $245,000 | 714 deferred shares granted on 05/16/2024 at $244,709 grant-date value |
| LDC Committee Chair Retainer | $20,000 | Paid in cash or deferred units |
| Pro-rata Chair Retainer (Jan 29, 2024 appointment) | $10,000 | One-time pro-rata payment on appointment |
| Total Fees Earned (Cash) | $85,000 | Sum of cash components elected/deferred |
| Stock Awards (Grant-date fair value) | $244,709 | Deferred shares; payable after Board service ends |
| All Other Compensation (Charitable matching, etc.) | $12,500 | Charitable matching programs; no tax gross-ups |
| Total FY2024 Director Compensation | $342,209 | Aggregate reported for Wayne M. Hewett |
Policy signals:
- At least 82% of director retainer is in HD equity, held until retirement or one year post-service; no meeting fees disclosed; committee chairs receive modest additional retainers .
Performance Compensation
- No performance-based director compensation is disclosed (no annual bonus, PSUs/RSUs for directors beyond deferred equity retainer structure) . HD’s performance-based awards apply to executives and are overseen by the LDC Committee chaired by Hewett .
Other Directorships & Interlocks
- Current public boards: UPS and Wells Fargo .
- HD independence review found routine, immaterial transactions with certain director-affiliated companies; Wayne M. Hewett not listed among those with transactional ties, and the Board disclosed no related person transactions requiring proxy disclosure since the beginning of Fiscal 2024 .
- Outside board policy: Non-executive directors may not serve on more than three other public company boards; Audit Committee members may serve on no more than two other public company audit committees .
Expertise & Qualifications
- General management, finance, risk management, supply chain, operations, sustainability, international, and technology implementation across large organizations; significant experience executing enterprise initiatives and leveraging emerging technologies for products/services .
Equity Ownership
| Category | Amount | As-of | Notes |
|---|---|---|---|
| Shares owned outright | 1,650 | FY2024 year-end | Beneficial ownership; no pledging/hedging |
| Deferred shares | 17,378 | FY2024 year-end | Payable in stock after Board service |
| Deferred stock units | 2,176 | FY2024 year-end | Payable in stock after Board service |
| Total equity-linked holdings | 21,204 | FY2024 year-end | Sum of deferred shares/units and owned shares |
Alignment policies:
- Anti-hedging for all associates/directors; anti-pledging for Section 16 officers/directors; director equity must be held through/post service; ownership reported free of pledges/hedges .
Governance Assessment
- Strengths: Independent director; chairs LDC and serves on Audit—roles central to pay-for-performance discipline, succession, enterprise risk, compliance, and cybersecurity oversight . Strong equity alignment via high equity retainer and mandatory holding provisions; no disclosed related-party transactions for Hewett; HD maintains enhanced clawback policy and anti-hedging/pledging .
- Engagement: HD’s board practices emphasize store/facility walk-throughs, education, orientation, and annual self-evaluations with individual interviews, supporting board effectiveness and accountability .
- Potential watch items: External board service at UPS and Wells Fargo—monitor for any HD transactions that could evolve into related-person exposure; HD policy mitigates overboarding and requires NCG approval for any new board seats . No individual attendance shortfalls disclosed; aggregate attendance standards met in FY2024 .
Overall, current disclosures indicate strong governance posture, robust independence and risk oversight, and high alignment through equity-based director compensation for Wayne M. Hewett at HD .