Bertram L. Scott
LOWES COMPANIESAbout Bertram L. Scott
Bertram L. Scott is an independent director of Lowe’s Companies, Inc. since 2015 and is 74 years old. He currently serves on the Audit Committee and the Nominating and Governance Committee, and previously chaired Lowe’s Audit Committee from 2019 to 2024, reflecting deep finance, audit, and risk oversight credentials. His background spans senior leadership roles in highly regulated healthcare and financial services, including CIGNA, TIAA-CREF, and Novant Health.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novant Health | Senior Vice President, Population Health and Value Based Care | 2015–2019 | Led strategy and risk management in regulated healthcare; informs audit and risk oversight at Lowe’s |
| Affinity Health Plan | President & Chief Executive Officer | 2012–2014 | CEO operational leadership in payer services; strategic planning and governance experience |
| CIGNA Corporation | President, U.S. Commercial | 2010–2011 | Sales and marketing leadership; enterprise risk and compliance perspective |
| TIAA-CREF | EVP & Chief Institutional Development and Sales Officer | 2000–2010 | Capital allocation, sales and governance insights; investor-focused expertise |
| TIAA-CREF Life Insurance Company | President & Chief Executive Officer | 2000–2007 | Insurance operations in regulated markets; financial management depth |
External Roles
| Organization | Role | Tenure | Committee Positions/Notes |
|---|---|---|---|
| Becton, Dickinson and Company | Lead Director | Current | Lead Director role; significant governance leadership |
| Dollar Tree, Inc. | Director | Current | Board service at major retailer; industry adjacency to Lowe’s |
| Equitable Holdings, Inc. | Director; Chair of Compensation & Talent Committee | Current | Compensation leadership; human capital oversight |
| AllianceBernstein Holding L.P. | Director | 2020–2022 | Prior public board experience in asset management |
| American Heart Association | Director; Immediate Past Chairman (2022) | Current | Charitable board service noted in independence review |
Board Governance
- Committee assignments: Audit and Nominating & Governance; Audit Committee financial expert designation alongside other members (SEC definition), signaling strong financial oversight capacity.
- Independence: The Board determined Mr. Scott is independent under NYSE, SEC, and Lowe’s categorical standards; reviewed ordinary-course transactions and charitable donations (AHA donations $125,000 in fiscal 2022 and 2023 where Mr. Scott is a director) and his son’s non-officer employment since Feb 2024 with compensation under $120,000, concluding immaterial relationships.
- Attendance and engagement: Each incumbent director attended at least 90% of Board and committee meetings in fiscal 2024; directors are expected to attend the Annual Meeting, and all did so last year (virtual).
- Committee activity levels: Audit (9), Compensation (6), Nominating & Governance (6), Sustainability (3), Technology (2) meetings in fiscal 2024—Audit’s cadence aligns with Mr. Scott’s audit oversight experience.
- Board commitments: Lowe’s guidelines limit directors to four public boards including Lowe’s; the Nominating & Governance Committee assessed Mr. Scott’s time commitments (BD lead director; Dollar Tree director; Equitable director and committee chair) and supported his nomination.
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; no meeting fees |
| Committee chair fee (Audit) | $25,000 maximum; Mr. Scott earned $12,500 (partial-year) | Audit Chair stipend was $25,000 in FY 2024; Mr. Scott’s cash total implies partial chair service before transition to new chair |
| Lead Independent Director fee | N/A | Only applies to Lead Independent Director ($100,000 additional) |
| Total fees earned in cash | $112,500 | Sum of retainer + partial chair fee |
- FY2025 updates: Annual DSU equity awards increased to $215,000; Audit Chair and Compensation Chair retainers set at $30,000 and $25,000, respectively.
Performance Compensation
Directors do not receive performance-based incentives at Lowe’s; equity is granted in deferred stock units (DSUs) with time-based vesting and dividend equivalents.
| Equity Element | FY 2024 Grant | Vesting | Valuation |
|---|---|---|---|
| Annual DSU grant | 1,000 DSUs to each non-employee director | Vests on earlier of 1-year from Award Date or day immediately before next Annual Meeting; acceleration in certain cases | Grant-date fair value $221,290 (ASC 718) |
- DSUs are credited at the first Board meeting following the Annual Meeting; dividend equivalents accrue as additional units; payout occurs only upon termination of Board service.
Other Directorships & Interlocks
| Connection | Details | Governance Implication |
|---|---|---|
| Multi-board service | BD (Lead Director), Dollar Tree (Director), Equitable (Director & Compensation Chair) | Broad governance exposure; Lowe’s committee assessed time commitments; compliant with 4-board cap |
| Industry adjacency | Dollar Tree retail board service while serving on Lowe’s Board | Potential for retail insights; Board independence review found immaterial relationships |
| Charitable ties | AHA director; company donations of $125,000 in fiscal 2022 & 2023 | Reviewed and deemed immaterial to independence |
| Prior interlock context | Lowe’s Lead Independent Director Richard Dreiling previously CEO/Chair at Dollar Tree (through Nov 2024), though he no longer serves on Dollar Tree’s board; Mr. Scott currently serves at Dollar Tree. | Historical network proximity; no current cross-board overlap at Dollar Tree per proxy |
Expertise & Qualifications
- Designated audit committee financial expert; seasoned in financial analysis, accounting oversight, and risk management from prior executive roles and Audit Chair service (2019–2024).
- Strategic leadership in regulated industries (healthcare, insurance), sales/marketing, and institutional investment—relevant to capital allocation and enterprise risk oversight at Lowe’s.
- Governance leadership across multiple public boards and compensation committee chairmanship at Equitable Holdings.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 13,731 shares; <1% of class | Includes certain issuable shares within 60 days per footnote methodology; excludes unvested 2024 DSUs |
| Deferred Stock Units held | 14,665 units | Includes dividend equivalents; payable as shares upon termination of service |
| Director ownership guideline | 5x annual cash retainer; compliance status: all current directors have met or are on track within 5 years | DSUs count fully toward guideline compliance |
| Hedging/pledging | Prohibited for directors; no stock as collateral | Insider Trading Policy and anti-hedging/anti-pledging rules |
Fixed Compensation (Full Director Pay Mix)
| FY 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bertram L. Scott | 112,500 | 221,290 | 333,790 |
Governance Assessment
- Strengths: Financial expert designation and prior Audit Chair role support robust oversight of financial reporting, cybersecurity/AI risks, and compliance; attendance at or above 90% underscores engagement; equity-heavy director pay (DSUs) aligns with long-term shareholder interests; anti-hedging/anti-pledging policies strengthen alignment.
- Independence and conflicts: Board reviewed modest AHA donations and his son’s non-officer employment; both deemed immaterial and consistent with independence under categorical standards.
- Time commitments: Active roles at BD, Dollar Tree, and Equitable were assessed; Lowe’s guidelines cap at four boards, and the committee reaffirmed support for his nomination, pointing to adequate capacity and contributions.
- Signals: Consistency of director compensation with market median, DSU structure with clear vesting, and shareholder-friendly governance (majority voting, proxy access, executive sessions led by Lead Independent Director) bolster investor confidence.
RED FLAGS: None material identified by the Board’s independence review; note retail industry adjacency (Dollar Tree) and charitable tie (AHA) were evaluated and found immaterial.