William Bastek
HOME DEPOTAbout William Bastek
Executive Vice President – Merchandising (named executive officer) at The Home Depot; promoted to EVP during Fiscal 2023, with compensation adjusted to reflect market data and expanded responsibilities . Company context under his tenure: Fiscal 2024 net sales rose 4.5% to $159.5B, operating income was $21.5B, ROIC 31.3%; one-, three-, and five‑year TSR were 18.8%, 21.3%, and 103.8% respectively . He exceeds stock ownership guidelines (11x base salary vs 4x guideline), signaling strong alignment with shareholders . Prior-year Say‑on‑Pay support was ~93%, indicating broad investor backing of the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Home Depot | EVP – Merchandising | Promoted during Fiscal 2023 → present | Promotion reflected expanded scope; aligns merchandising leadership with the Company’s Pro growth initiative embedded in incentive metrics |
Fixed Compensation
| Metric | Fiscal 2024 |
|---|---|
| Base Salary ($) | $750,000 |
| MIP Target Bonus (% of Base) | 100% |
| Actual MIP Paid ($) | $734,875 (98% of target) |
| All Other Compensation ($) | $45,808 |
| Total 2024 Compensation ($) | $4,326,533 |
Performance Compensation
Annual Management Incentive Plan (MIP) – Fiscal 2024
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout/Impact |
|---|---|---|---|---|---|---|
| Sales ($B) | 40% | 139.39 | 154.88 | 170.37 | 153.37 | Contributed to 98% overall payout; Bastek MIP $734,875 |
| Operating Profit ($B) | 40% | 19.62 | 21.80 | 23.98 | 21.42 | Contributed to 98% overall payout; OP threshold required for any payout |
| Inventory Turns | 10% | 4.10 | 4.55 | 5.01 | 4.71 | Above target; part of 98% payout |
| Pro Strategic Goal | 10% | n/a | Increased managed account sales | n/a | Achieved | Paid at 100% for this component subject to OP threshold |
| Overall | — | — | — | — | — | 98% of target; Bastek $734,875 |
Long‑Term Incentives – Fiscal 2024 Annual Equity Grants
| Award Type | Metric(s)/Terms | Weighting | Grant Shares/Options | Exercise Price | Vesting | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|---|---|
| Performance Shares (PSUs) | 3‑yr avg ROIC (50%); 3‑yr avg Operating Profit (50%) | 50% of annual equity | Threshold 894; Target 3,576; Max 7,152 | n/a | Cliff after 3 years; payout 50–200% vs goals | $1,374,650 | As of FYE2024, tracking between target and max: ROIC 37.68%; OP $21.42B |
| Performance‑Based Restricted Stock (PBRS) | Forfeited if FY2024 OP < 90% of MIP OP target | 30% of annual equity | 2,146 shares | n/a | 50% at 30 months; 50% at 60 months (performance condition met) | $824,944 | Dividends accrue and pay only if performance met |
| Stock Options (NQSO) | Stock price performance | 20% of annual equity | 5,744 options | $384.41 | 25% each on 2nd–5th anniversaries | $549,988 | In‑the‑money by $27.57/share at FYE2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 46,493; <1% of class |
| Options Exercisable within 60 days | 25,033 |
| Deferred Shares/Units | 972 |
| Stock Ownership Guideline vs Actual | Guideline: 4x base; Actual: 11x base (compliant/exceeds) |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for Section 16 officers; no pledged shares disclosed |
| FY2024 Equity Vesting/Exercise Activity | Options exercised: 2,969 ($892,060); Stock vested: 3,661 ($1,374,296) |
| Unvested PBRS at FY2024 End | 2,146 shares; market value $884,109 |
| Unearned PSUs at FY2024 End | 7,281 units; payout value $2,999,556 (market basis) |
| Unexercisable Options Outstanding | 17,025 total across 2020–2024 grants (sum of unexercisable tranches) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement/Severance | No severance entitlements; vested benefits only |
| Non‑Compete/Non‑Solicit | 24–36 months post‑termination; confidentiality obligations apply |
| Change‑of‑Control | No CIC agreements; double‑trigger acceleration (termination without cause within 12 months after CIC) for awards issued after May 2022 |
| CIC Acceleration – Estimated Value | $5,925,493 total for Bastek (restricted/option/performance shares combined) upon CIC with termination |
| Death/Disability Acceleration | Restricted/Options $3,876,305; Performance Shares $841,263; Total $4,717,568 (as of 2/2/2025) |
| Death Benefit Program | Not covered (became exec officer in March 2023; program discontinued for new execs since 2009) |
| Clawback | Mandatory recovery for restatements; discretionary recovery for intentional misconduct causing financial or reputational harm |
| Equity Grant Timing/Controls | Pre‑scheduled grant calendar; no MNPI timing; options priced at market close on grant date |
Performance Compensation – Program Design Snapshot (All NEOs)
| Design Feature | Detail |
|---|---|
| At‑Risk Pay Mix | ~81.5% of other NEO target compensation is variable/equity‑based |
| LTI Metrics | Three‑year average ROIC and Operating Profit (PSUs), with longer vest periods than many peers |
| Risk Controls | Annual comp risk assessment; anti‑hedging/anti‑pledging; robust ownership/retention; clawback policy |
Investment Implications
- Alignment and retention: Ownership at 11x salary vs 4x guideline, significant unearned PSUs ($2.999M) and non‑exercisable options (17,025) suggest strong long‑term alignment and retention hooks; no severance cash reduces departure optionality but double‑trigger CIC protections remain .
- Vesting/selling pressure: Upcoming PBRS cliffs at 30 and 60 months and option tranches on 2nd–5th anniversaries create potential supply over defined windows; FY2024 options were in‑the‑money by $27.57, and Bastek exercised 2,969 options and had 3,661 shares vest, indicating ongoing liquidity events .
- Pay‑for‑performance linkage: MIP tied to sales, operating profit, inventory turns, plus a Pro managed‑account growth goal that was achieved; LTI tracking between target and max on ROIC/OP reinforces incentive to sustain profitability and capital efficiency .
- Governance and risk: Strong clawback, anti‑hedging/pledging, and ownership rules (no pledged shares) mitigate misalignment and headline risk; prior Say‑on‑Pay ~93% underscores investor acceptance of the framework .