Brandon J. Sink

About Brandon J. Sink

Brandon J. Sink is Executive Vice President and Chief Financial Officer of Lowe’s Companies, Inc., appointed effective April 30, 2022. He is a CPA with a BBA and Master of Accounting from the University of North Carolina at Chapel Hill; he was 45 at appointment and has served in Lowe’s finance, strategy and accounting leadership since 2010, with prior roles at Nucor and Deloitte . Under the current program, company TSR has been positive over 1-, 3- and 5-year periods and outperformed the peer group; FY2024 sales exceeded $83B with diluted EPS $12.23 (adjusted $11.99) and operating margin of 12.5% (adjusted 12.3%) .

Past Roles

External Roles

No public company directorships or external roles disclosed for Mr. Sink .

Fixed Compensation

• Base salary: $764,300 for 2024 (up 6% from $721,000 in 2023) .
• 2024 “All Other Compensation” for Mr. Sink: $85,376 (includes 401(k) match $12,290; Benefit Restoration Plan match $51,613; other perqs/benefits $21,474 such as tax/financial planning, executive physical, disability insurance and limited aircraft usage) .
• Deferred compensation: BRP balance $556,988 and CDP balance $953,443 at FY2024 end; 2024 contributions $69,333 (BRP) and $20,078 (CDP); aggregate earnings $54,874 (BRP) and $124,845 (CDP) .

Multi-year compensation (summary):

Performance Compensation

Annual Incentive Plan (AIP) – FY2024 design and outcome:

• Metrics and weights: Sales (40%), Operating Income (40%), Inventory Turnover (10%), Pro Sales Growth (10%) .
• Goal setting: targets aligned to external guidance; widened ranges to reflect macro uncertainty .
• Result: Below target for Sales and Operating Income; above target for Inventory Turnover and Pro Sales; total payout at 98.24% of target for NEOs (including CFO) .
• Mr. Sink 2024 AIP earned: $745,940 (base-eligible earnings $759,304 × 100% target × 98.24%) .

PSUs and long-term incentives:

• LTI mix: 50% PSUs (3-year average ROIC with relative TSR modifier), 25% stock options, 25% time-vested RSAs .
• 2024 PSU mechanics: ROIC threshold/target/maximum converts to 50%/100%/150% of target shares; TSR modifier 0.67x to 1.33x; payout capped at 200% .
• PSU performance (2012–2024 cycle settled at FY2024 end): 3-year average ROIC 35.4% vs 36.0% target; TSR at median (modifier 1.00x); payout 91.84% of target .
• 2024 LTI target for CFO: 450% of base salary, $3.439M target value .

Detailed AIP and PSU table:

Option/RSU mechanics:

• Options: 10-year term, vest 1/3 annually; 2024 grant strike $249.28 .
• RSAs: Cliff vest after 3 years; dividends paid during vesting .

Insider activity (FY2024 realized):

• Options exercised: 4,153 shares; value realized $671,202 .
• Stock awards vested: 2,132 shares; value realized $531,465 .

Equity Ownership & Alignment

Beneficial ownership and outstanding awards (as of Mar 24, 2025):

• Beneficially owned common shares: 51,715 (includes 31,241 shares issuable within 60 days via options/awards) .
• Unvested RSAs: 13,762; vesting schedule: 4/1/2025 (495), 6/15/2025 (5,761), 4/1/2026 (4,057), 4/1/2027 (3,449) .
• Unearned PSUs outstanding: 15,924 (based on SEC method as of FY2024 end) .
• Stock options (selected tranches): 10,144 options from 2024 grant (unexercisable as of 1/31/2025; vest 2025–2027); additional prior grants with tranches vesting in 2025–2026; exercisable balances include small legacy lots (e.g., 733 at $108.93) .

Ownership policy and trading restrictions:

• Executive stock ownership guideline: EVPs 4x base salary; all current NEOs are in compliance .
• Anti-hedging and anti-pledging: executives prohibited from hedging and from using company stock as collateral; all executive trades pre-cleared and limited to open windows per policy .

Vesting/calendar implications (potential selling pressure mitigants):

• Significant RSA vesting dates cluster in June 2025 and April 2026–2027; trades subject to pre-clearance and window policy, which moderates near-term selling pressure .

Employment Terms

• Appointment/Start: CFO effective April 30, 2022 .
• Initial compensation at appointment: base salary $700,000; AIP target 100% of base; LTI target $3,150,000; pro-rata 2022 LTI grant $2,062,500 (50% RSAs vest at 3 years; 50% options vest 1/3 annually) .
• Perquisites: executive physical; up to $12,000 annually for tax/financial planning (taxable); disability insurance .
• Severance (non-CIC): Executive Vice Presidents under Severance Plan receive cash severance of 2x (base salary + target annual bonus) paid over 24 months; up to 12 months health benefits; up to one year outplacement .
• Change-in-control (CIC): Double-trigger; lump sum 2.99x of the present value of (base salary + annual incentive + welfare insurance costs); accelerated equity vesting provisions; “best net” cutback (no excise tax gross-up) .
• Restrictive covenants: Non-compete and non-solicit for 24 months post-termination; confidentiality obligations indefinite; arbitration agreement .
• Stock ownership guideline (EVP): 4x base salary (companywide policy) .

Potential payouts (scenario illustration as of FY2024 year-end):

Investment Implications

• Pay-for-performance alignment: The CFO’s variable pay is tightly tied to Lowe’s top- and bottom-line metrics (Sales, Operating Income) and operational priorities (Inventory Turnover, Pro Sales), and long-term PSUs on ROIC with a TSR modifier; 2024 AIP at 98.24% and 2022–2024 PSU at 91.84% reflect near-target delivery through a challenging macro, suggesting disciplined goal-setting and execution .
• Retention and selling pressure: Meaningful unvested equity (RSAs and PSUs) through 2027, option tranches vesting through 2027, and stringent trading/anti-pledge rules reduce near-term voluntary selling risk and support retention incentives .
• Governance and downside protections: Double-trigger CIC without tax gross-up, robust clawbacks (no-fault restatement and misconduct-based), and 4x ownership guideline align the CFO with long-term shareholder value while tempering windfalls .
• Track record and execution risk: With FY2024 sales >$83B, EPS $12.23 (adj. $11.99), and 12.5% operating margin amid macro headwinds, plus positive TSR vs peers, finance leadership appears credible; base salary increase (6%) in 2024 recognized contributions and market alignment .
• Watch items: Future PSU cycles (2024–2026) hinge on sustaining ROIC amid capex, M&A integrations, and macro normalization; any deviation in AIP metric rigor or outsized discretionary adjustments would be a flag, though current disclosure shows standard adjustments (e.g., excluding Canada sale gain) and consistent design .