Marvin R. Ellison

About Marvin R. Ellison

Marvin R. Ellison, age 60, is Chairman, President and CEO of Lowe’s (CEO since 2018; Chairman since May 2021), with 35+ years of retail leadership at Target, The Home Depot, and J.C. Penney; he also serves on FedEx’s board . Under his tenure, FY2024 sales were over $83B, diluted EPS $12.23 (adj. $11.99), operating margin 12.5% (adj. 12.3%), and ROIC 32% . Lowe’s reported positive TSR over one-, three-, and five-year periods and outperformed its peer group in each, and 2022–2024 PSUs paid 91.84% based on three-year adjusted ROIC (35.4% vs 36.0% target) with a neutral TSR modifier .

Past Roles

Organization	Role	Years	Strategic Impact
Lowe’s Companies, Inc.	Chairman, President & CEO	Chairman since 2021; CEO since 2018	Leads Total Home strategy; Pro and online growth; productivity focus .
J.C. Penney Company, Inc.	Chairman & CEO / CEO / President	2014–2018	Led brand and operations turnaround efforts .
The Home Depot, Inc.	EVP U.S. Stores; President–Northern Division; SVP/VP Logistics; VP Loss Prevention	2002–2014	Oversaw U.S. sales/operations, installation services, tool rental, Pro initiatives; drove customer service and efficiency .
Target Corporation	Operational roles	1987–2002	Operations experience across store and logistics functions .

External Roles

Organization	Role	Years	Notes
FedEx Corporation	Director	Current	Public company board service .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$1,450,000	$1,450,000	$1,500,000 (3.4% increase, first since 2018)
All Other Compensation ($)	$42,391	$101,418	$9,474

Performance Compensation

Metric	Design	Weighting	2024 Target	2024 Actual/Payout	Vesting/Notes
Annual Incentive – Sales	Company net sales	40%	Set at midpoint of FY2024 guidance; wider bands for macro uncertainty	Below target; part of overall 98.24% payout	Annual cash paid Mar 2025
Annual Incentive – Operating Income (adj.)	Operating margin-driven	40%	Midpoint of margin guidance; threshold/maximum widened	Below target; excludes $177M Canada sale gain	Annual cash paid Mar 2025
Annual Incentive – Inventory Turnover	COGS / average inventory	10%	Slightly below FY2023 actual	Above target; contributes to 98.24% payout	Annual
Annual Incentive – Pro Sales Growth	YoY % growth	10%	Target 1.7%	Above target; contributes to 98.24% payout	Annual
PSUs (2024 grant)	3-yr avg ROIC + relative TSR modifier	—	Payout 34%–200% of target; TSR modifier 0.67x–1.33x	3-year 2024–2026 performance	Earned at end of period; ROIC/TSR framework
PSUs (2022–2024)	3-yr avg ROIC + relative TSR modifier	—	Target ROIC 36.0%; threshold 32.4%; max 39.6%	Adjusted ROIC 35.4%; TSR modifier 1.00; payout 91.84% of target	Earned and converted to shares
Stock Options (2024)	10-yr term, 3-year ratable vest	—	Exercise price $249.28	Realizable value tied to stock price	Vests Apr 1, 2025/2026/2027
RSAs (2024)	Time-vested	—	Cliff vest after 3 years	Dividends paid during vesting	Vest date Apr 1, 2027

2024 Incentive Outcomes (CEO)	Amount ($)
Annual Incentive Paid	$2,935,865 (98.24% of target)
PSU Earnout (2012–2024 cycle shown)	91.84% of target for 2022–2024 PSUs

2024 Equity Grant Detail (CEO)	Shares / Value
PSUs – Threshold / Target / Max (#)	10,079 / 30,087 / 60,174
RSAs (#)	15,044
Options (#)	44,246 at $249.28 exercise price
Stock Awards – Grant Date Fair Value ($)	$11,975,052
Option Awards – Grant Date Fair Value ($)	$3,750,291

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	813,822 shares; <1% of outstanding
Shares Acquirable ≤60 days	552,085 via awards counted per proxy method
Unvested RSAs (1/31/2025)	48,396; value $12,584,896 at $260.04
Unearned PSUs (SEC calc; 1/31/2025)	104,883; value $27,273,775 at $260.04
Options – Unexercisable (selected)	44,246 (2024 grant); 36,992 (2023 grant); 17,325 (2022 grant)
Upcoming Vest Dates	Options vest Apr 1, 2025/2026/2027; RSAs vest per schedule; PSUs at cycle-end
Ownership Guidelines	CEO 6x salary; all current NEOs compliant
Hedging/Pledging	Prohibited; pre-clearance required; insider trading windows enforced

Employment Terms

Provision	CEO Terms
Severance (without Cause)	2x base salary + target bonus paid over 24 months per offer letter
Change-in-Control (CIC)	CIC agreements provide 2.99x present value of salary + annual incentive + welfare insurance; best-net cutback (no gross-up), legal fee coverage; non-compete/non-solicit
Equity Treatment at CIC	Options fully exercisable; RSAs fully vest; PSUs measured through quarter-end pre-CIC; non-compete 24 months on awards
Non-Compete/Non-Solicit	Non-compete 24 months post-termination (awards); non-solicit 2 years (CIC agreements)
Clawbacks	“No-fault” restatement clawback plus fault-based misconduct clawback (cash/equity)
Perquisites	Personal use of corporate aircraft capped at $200,000 incremental cost; tax/financial planning; executive physical; disability insurance
Deferred Compensation	No CEO deferrals reported for FY2024

Termination/CIC Economics (as of 1/31/2025)	Amount ($)
Qualified Termination (Severance)	$9,000,000
Change-in-Control (no termination) – PSUs only	$14,654,814
CIC + Qualifying Termination – Total	$43,511,748 (Severance $12,479,893; Options $3,696,809; RSAs $12,584,896; PSUs $14,654,814; Welfare $95,336)

Board Governance

Role: Chairman of the Board; not independent due to CEO status .
Board structure: Lead Independent Director (Richard W. Dreiling); all committees composed solely of independent directors; executive sessions at each Board meeting led by the Lead Independent Director .
Committees: Audit, Compensation, Nominating & Governance, Sustainability, Technology; Ellison does not serve on committees (all independent) .
Attendance: Board held five meetings; each incumbent director attended ≥90% of aggregate meetings in FY2024 .

Board service implications:

Dual Chairman-CEO mitigated by strong Lead Independent Director authorities (agenda, information approval, executive sessions, shareholder engagement) and fully independent committees .
Annual review of leadership structure; term limit for Lead Independent Director role; robust shareholder engagement .

Director Compensation (Ellison as Chairman)

Employee directors receive no additional director compensation; director fees/equity apply to non-employee directors only .

Compensation & Incentives Program Structure

Mix: 73% of CEO annualized target compensation at-risk; 77% long-term incentives; metrics align with sales, operating income, inventory turnover, Pro sales growth (annual) and ROIC with TSR modifier (long-term) .
2024 design nuance: Introduced a “below target” payout level at 85% to address macro uncertainty; operating income adjusted to exclude $177M Canada sale gain for plan consistency .
Governance: No repricing/extension of options; no excise tax gross-ups; anti-hedging/pledging; robust clawbacks; independent comp consultant (Semler Brossy) .

Related Party Transactions

Approved employment of CEO’s sister (field merchant; ~$246,000 cash compensation; 101 RSAs) and brother-in-law (field merchant; ~$194,000 cash compensation; 101 RSAs), reviewed under related party policy and determined consistent with market ranges .

Compensation Peer Group (Benchmarking)

Peer group (unchanged in 2024) includes Walmart, Home Depot, Target, Costco, NIKE, CVS, Kroger, Starbucks, TJX, Walgreens, Macy’s, Dollar General, Best Buy; used with survey data for pay/performance benchmarking .
Lowe’s percentile ranking vs peers: Market cap 75.2%; operating income 78.9%; TSR 1-,3-,5-year 20.7%, 17.4%, 144.7% respectively (indexed values reported) .

Say-on-Pay & Shareholder Feedback

2024 say-on-pay approval: 92% .
Active shareholder engagement covering governance, compensation metrics, sustainability, AI oversight; outreach to investors representing 75%+ of institutionally-held shares .

Expertise & Qualifications

Deep operating experience in large-scale retail, logistics, store operations, and Pro customer strategy; digital transformation/e-commerce initiatives .

Work History & Career Trajectory

Progressive leadership at Target and The Home Depot culminating in executive oversight of U.S. store operations; elevated to President/CEO at J.C. Penney before joining Lowe’s as CEO in 2018 and Chairman in 2021 .

Investment Implications

Incentive alignment: Heavy at-risk and long-term equity with ROIC and TSR modifiers ties CEO outcomes to capital efficiency and shareholder returns; 2022–2024 PSU payout at 91.84% indicates disciplined but achievable targets .
Liquidity/overhang: Material unvested RSAs/PSUs and option tranches with scheduled vesting through 2027; anti-hedging/pledging and ownership guidelines moderate immediate selling pressure, though vesting dates can create episodic liquidity events .
Retention/CIC economics: Strong severance/CIC protections (2x severance; CIC 2.99x framework plus equity acceleration) reduce retention risk but increase change-of-control costs; best-net cutback limits gross-up concerns .
Governance mitigants: Dual Chairman-CEO structure offset by empowered Lead Independent Director and independent committees; sustained high say-on-pay approval supports program credibility .