Brian C. Rogers
LOWES COMPANIESAbout Brian C. Rogers
Independent director of Lowe’s Companies, Inc. since 2018; age 69. Serves on the Audit, Nominating & Governance, and Technology Committees. Former Chairman and Chief Investment Officer of T. Rowe Price Group, providing deep financial, investment, and risk management expertise; current public company directorship at RTX Corporation . The Board has determined he is independent under Lowe’s Categorical Standards, NYSE and SEC rules, and he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Non-Executive Chairman | 2017–2019 | Oversight and governance of global investment organization |
| T. Rowe Price Group, Inc. | Chairman | 2007–2017 | Led firm; integrated sustainability into investment decisions |
| T. Rowe Price Group, Inc. | Chief Investment Officer | 2004–2017 | Financial, investment, and risk management leadership; institutional investor perspective |
| T. Rowe Price Group, Inc. | Various senior leadership positions | 1982–2004 | Portfolio manager of T. Rowe Price Equity Income Fund until 2015 |
| Bankers Trust Company | Employee | Prior to 1982 | Early finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RTX Corporation | Director | Current | Brings financial and risk oversight to aerospace/defense; no Lowe’s-related interlock disclosed |
Board Governance
- Committee assignments: Audit; Nominating & Governance; Technology .
- Independence: Board determined Rogers is independent; all committees composed solely of independent directors; Audit members meet SEC Rule 10A-3 and NYSE expertise standards .
- Audit financial expert: Board determined Rogers is an “audit committee financial expert” .
- Attendance: Board held five meetings in fiscal 2024; each incumbent director attended 90%+ of Board/committee meetings; independent directors held executive sessions at each Board meeting; directors expected to attend annual meeting and all in office attended last year .
- Committee activity: Fiscal 2024 meetings—Audit (9), Compensation (6), Nominating & Governance (6), Sustainability (3), Technology (2) .
- Mandatory retirement age: 75 for non-employee directors .
- Shareholder engagement: Robust program; Lead Independent Director met with shareholders representing ~29% of outstanding shares in winter 2024–2025 .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer (non-employee directors) | Fiscal 2024 standard | $100,000 |
| Committee membership fees | None for membership; only chairs receive additional fees | $0 (not a chair) |
| Committee chair fees (benchmark) | Audit Chair $25,000; Compensation/Nominating/Sustainability/Technology Chairs $20,000 | Reference amounts |
| Lead Independent Director fee | Additional annual retainer | $100,000 (not applicable to Rogers) |
| Meeting fees | None | $0 |
| Fees earned by Rogers (FY2024) | Cash fees paid | $110,000 |
Performance Compensation
| Equity Award Element | FY2024 Terms | Rogers FY2024 |
|---|---|---|
| Annual equity award (DSUs) | $200,000 per non-employee director; granted as deferred stock units at first Board meeting after Annual Meeting; units determined by dollar value / closing price, rounded to next 100; dividend equivalents credited | Stock awards grant-date fair value $221,290; 1,000 DSUs |
| Vesting | All units vest on earlier of first anniversary of Award Date or day immediately preceding next Annual Meeting; subject to acceleration in certain circumstances | Standard vesting |
| FY2025 changes (reference) | DSU award increased to $215,000; Audit Chair fee to $30,000; Compensation Chair fee to $25,000 | Not a chair; reference levels |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| RTX Corporation | Aerospace/Defense | Director | No Lowe’s-related supplier/customer/competitor interlock disclosed; Board independence evaluation found ordinary course relationships immaterial and below thresholds |
Expertise & Qualifications
- Financial, investment, and risk management expertise from roles as CIO and Chairman at T. Rowe Price; institutional investor insights including portfolio management of Equity Income Fund; experience integrating sustainability factors into investment decisions .
- Audit committee financial expert designation by Board; accounting and related financial management expertise per NYSE rules .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 18,960 | As of March 24, 2025; includes shares issuable within 60 days (see footnote) |
| Shares issuable/exercisable within 60 days | 8,960 | Included in beneficial ownership per footnote; directors’ instruments may include DSUs/options as applicable |
| Deferred stock units held | 9,915 | As of January 31, 2025 |
| Ownership % of shares outstanding | <1% | Denoted by asterisk in table |
| Pledging/Hedging | Prohibited for directors; cannot use stock as collateral or engage in hedging | |
| Ownership guidelines | 5x annual retainer; DSUs count; must meet within 5 years; all current directors have met or are on track |
Governance Assessment
- Independence and conflicts: Board’s categorical independence review deemed transactions with organizations affiliated with directors immaterial (well below 2% revenue threshold); Rogers is independent; no related-party transactions disclosed involving Rogers .
- Committee coverage: Rogers’ roles span Audit (risk, controls, cybersecurity/AI oversight), Nominating & Governance (independence, related-party review, annual Board evaluations), and Technology (oversight of technology strategy/AI risks), supporting robust board-level risk and strategy oversight .
- Attendance and engagement: Strong attendance (≥90%) across Board/committees; executive sessions at each meeting enhance independent oversight; Board’s active shareholder engagement program strengthens accountability .
- Compensation and alignment: Director pay mix targeted at 1/3 cash, 2/3 equity via DSUs; Rogers received $110,000 cash and $221,290 equity (1,000 DSUs) in FY2024; DSUs vest annually and pay in stock after service ends, aligning director incentives with long-term shareholder value .
- Risk indicators: Anti-hedging and anti-pledging policies; robust clawbacks for executives (contextual governance strength); no red flags such as related-party transactions, option repricing, or tax gross-ups for directors disclosed .
Overall signal: Rogers’ deep institutional investment background and audit committee financial expert status enhance board effectiveness in capital allocation and risk oversight. Independence determinations, attendance, and equity-based compensation structure support investor confidence; no specific conflicts or attendance concerns are disclosed .