Juliette W. Pryor

About Juliette W. Pryor

Executive Vice President, Chief Legal Officer and Corporate Secretary of Lowe’s Companies, Inc., appointed May 3, 2023. Oversees legal, compliance, government affairs, corporate sustainability, enterprise risk management and privacy. Prior roles include General Counsel/Corporate Secretary at Albertsons Companies and Cox Enterprises, plus senior legal and governance leadership at US Foods; early career at Skadden Arps and as General Counsel of e.spire Communications. Education: B.A. (Fisk University); J.D. and M.S. (Georgetown University School of Foreign Service) . Company performance context during her tenure includes positive one-, three-, five-year TSR and outperformance vs peer group, with annual incentive payouts at 62.97% (FY 2023) and 98.24% (FY 2024) and PSU payouts of 183.06% (2021–2023) and 91.84% (2022–2024), reinforcing pay-for-performance alignment .

Past Roles

Organization	Role	Years	Strategic impact
Lowe’s Companies, Inc.	EVP, Chief Legal Officer and Corporate Secretary	2023–present	Leads legal, compliance, ERM, privacy; Corporate Secretary function supporting board governance
Albertsons Companies, Inc.	EVP, General Counsel and Secretary	2020–Apr 29, 2023	Led legal, compliance, government affairs; signatory on SEC filings
Cox Enterprises, Inc.	General Counsel and Corporate Secretary	2016–Jun 2020	Legal and governance for diversified comms and automotive business
US Foods	EVP/GC/CCO; earlier DGC	2005–2016	Legal, compliance, ERM, workforce safety, governance, public policy
e.spire Communications	General Counsel and Corporate Secretary	pre-2005	Led legal for NASDAQ-listed telecom
Skadden, Arps, Slate, Meagher & Flom LLP	Associate	pre-2005	Advised on complex international commercial transactions

External Roles

Organization	Role	Years	Committees
Genuine Parts Company (NYSE: GPC)	Director	2021–present	Nominating & ESG Committee

Fixed Compensation

Component	FY 2023	Notes
Base Salary ($)	561,099	Pro-rated from $740,000 base effective May 3, 2023
Target Bonus (% of salary)	100%	Annual incentive target level for CLO
Actual Annual Incentive ($)	353,324	Paid at 62.97% of target for FY 2023
Target LTI (% of salary)	300%	Standard CLO target; mix below
Sign-on Cash Bonus ($)	3,050,000	Paid in three installments through Jan 2024; subject to repayment conditions
All Other Compensation ($)	293,253	Includes relocation $143,187 and tax gross-up $108,073 for relocation; benefits
Total Reported Compensation ($)	12,141,833	SCT total for FY 2023

Performance Compensation

Program	Metric/Terms	Weighting	Target	Actual/Payout	Vesting
Annual Incentive (FY 2023)	Sales	40%	Pre-set (aligned to guidance)	Paid at 62.97% of target	Cash after FY close
	Operating Income (as adjusted)	40%	Pre-set
	Inventory Turnover	10%	Pre-set
	Pro Sales Growth	10%	Pre-set
Annual Incentive (FY 2024)	Same metrics/weights as 2023	—	—	98.24% of target	Cash after FY close
Long-term Incentive (grant policy)	PSUs (3-yr avg ROIC with S&P 500 TSR modifier)	50%	100% of target shares	2021–2023: 183.06%; 2022–2024: 91.84%	Cliff at 3 years; PSU payout modified 0.67x–1.33x by TSR
	Stock Options (10-yr, FMV strike)	25%	N/A	Value realized only if stock > strike	3-year ratable
	RSAs (time-based)	25%	N/A	N/A	Cliff vest after 3 years; dividends during vesting

FY 2023 award details (granted June 15, 2023 unless noted):

PSUs: threshold 1,724; target 5,071; max 10,142 (3-year period FY 2023–FY 2025; ROIC + TSR modifier)
Options: 7,632 options at $218.93, vest 1/3 on 6/15/2024, 6/15/2025, 6/15/2026, 10-year term
RSAs (forfeiture-replacement sign-on): 25,462 shares vesting 5,226 on 6/15/2024 and 20,236 on 6/15/2026; additional RSAs 2,536 shares granted

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (as of Mar 25, 2024)	27,998 shares
Unvested RSAs outstanding (as of FY 2023 YE)	27,998 shares; scheduled vests on 6/15/2026 per grant table (portion vested 6/15/2024)
Options outstanding (as of FY 2023 YE)	7,632 unexercisable options at $218.93; vesting through 6/15/2026
PSUs outstanding (as of FY 2023 YE)	3,380 PSUs shown as unearned based on SEC methodology (final payout subject to 3-year ROIC and TSR)
Stock ownership guideline	4x base salary for Executive Vice Presidents; executives cannot sell net shares until compliant; all current NEOs in compliance
Hedging/pledging	Prohibited for all executives and directors; all trades require pre-clearance by the CLO and occur only in open windows

Note: Company policy prohibits use of company stock as collateral; no pledging allowed .

Employment Terms

Start date and role: Appointed EVP, Chief Legal Officer and Corporate Secretary effective May 3, 2023 .
Severance (non–change in control): Covered by Senior Executive Severance Plan (all NEOs except CEO). Benefit equals 2x (base salary + target bonus) paid over 24 months; up to 12 months healthcare continuation; up to 1 year outplacement; offset by outside earnings during the severance period (board roles excluded) .
Change-in-control (double trigger, 24-month protection): Separate CIC agreement provides 2.99x the present value sum of base salary, annual incentive (as defined), and welfare cost, paid in a lump sum; no 280G gross-up (best-net cutback applies); non-compete and non-solicit restrictions apply .
Equity on CIC/termination: If terminated without Cause or for Good Reason within 24 months post-CIC, stock options and RSAs vest; PSUs earned based on performance through quarter preceding CIC per plan .
Illustrative payments at FY 2023 year-end assumptions: Qualified Termination severance $2,960,000; CIC+Qualified Termination cash $4,062,518, plus equity and benefits as tabulated in proxy .
Clawbacks: “No-fault” clawback for accounting restatements (3-year lookback) and separate fault-based clawback for misconduct causing financial/reputational harm .
Perquisites: Eligible for annual physical, up to $15,000 for financial/tax planning; received relocation assistance ($143,187) and related tax gross-up ($108,073) upon hire .

Performance & Company Context

Metric	FY 2023	FY 2024	FY 2025
Revenue ($, mm)	97,059	86,377	83,674
EBITDA ($, mm)	14,201*	13,582*	12,615*

Values retrieved from S&P Global.

TSR and incentive outcomes: FY 2023 annual incentive paid at 62.97% of target; 2021–2023 PSUs paid 183.06% (above max ROIC and above-median TSR). FY 2024 annual incentive paid at 98.24%; 2022–2024 PSUs paid 91.84% (near-target ROIC and median TSR) .
Company TSR context: Pay-versus-performance table shows cumulative TSR index value of $202.79 at FY 2023 end (from a $100 base at FY 2019) .
Say-on-pay: Strong shareholder support — 92% approval in 2023 and 92% in 2024 advisory votes .

Compensation Structure Analysis

Cash vs equity mix: For NEOs, majority of target pay is performance-based and long-term (LTI ~68–71% for non-CEO; CEO higher). 2023 and 2024 maintained PSU/Options/RSA mix (50%/25%/25%) .
Metric rigor and alignment: AIP metrics balanced across growth (Sales), profitability (Operating Income as adjusted), operational efficiency (Inventory Turnover), and strategic mix (Pro Sales Growth); thresholds/maximums set relative to guidance and macro uncertainty, with formal adjustment guidelines limiting discretion .
CIC economics: 2.99x multiple with best-net cutback (no gross-ups) — market standard governance terms .
Clawbacks, anti-hedging/pledging, stock ownership guidelines: Robust structures reduce misalignment and risk-taking .

Risk Indicators & Red Flags

Option repricing/modification: Not permitted without shareholder approval; no evidence of repricing .
Hedging/pledging: Prohibited; pre-clearance required .
Related-party transactions: Administered under policy; no disclosures involving Ms. Pryor .
Say-on-pay: High approval mitigates pay-risk concerns .

Work History & Career Trajectory (selected highlights)

Led legal and governance through complex transactions (IPOs, multi-billion-dollar divestitures/M&A, restructurings) across retail, distribution, automotive, media and telecom sectors .
Boardroom experience (Genuine Parts Company) enhances governance oversight and network relevance to Lowe’s supplier/customer ecosystem .

Investment Implications

Alignment strong: High at-risk, long-term equity mix, ROIC+TSR-based PSUs, strict anti-hedging/pledging, and 4x salary ownership guideline indicate solid shareholder alignment .
Near-term selling pressure windows: Time-based RSAs and options vest on 6/15/2025 and 6/15/2026; expect routine tax-withholding trades around those dates; PSUs settle after 3-year periods (2023–2025, 2024–2026) .
Retention risk contained: Severance (2x cash) and double-trigger CIC (2.99x) provide competitive protection, but no gross-ups and best-net cutback constrain excess; strong governance and clawbacks further reduce risk .
Execution track-record signals: FY 2023 AIP underperformance (62.97%) vs FY 2024 near-target (98.24%) and PSU outcomes (183.06% vs 91.84%) reflect disciplined calibration to operating environment — supportive of long-term orientation over single-year volatility .

Notes: All compensation, policy, ownership, and governance details above reference Lowe’s 2024 and 2025 proxy statements; background and education reference prior employer filings. Revenue and EBITDA table values marked with an asterisk are retrieved from S&P Global.

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