Mary Beth West
LOWES COMPANIESAbout Mary Beth West
Mary Beth West, age 62, is an independent director of Lowe’s Companies, Inc. since 2021. She chairs the Board’s Sustainability Committee and serves on the Compensation Committee, bringing deep consumer-brand leadership experience from senior marketing and growth roles at Hershey, J.C. Penney, Mondelez, and Kraft, and currently serves on the boards of Albertsons Companies, Inc. and Hasbro, Inc. . The Board has affirmatively determined she is independent under NYSE, SEC, and Lowe’s categorical standards, and all committees are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hershey Company | Senior Vice President, Chief Growth Officer | 2017–2020 | Led growth, integrated sustainability into brand and growth strategies |
| J.C. Penney Company, Inc. | EVP, Chief Customer & Marketing Officer | 2015–2017 | Omnichannel, customer experience, analytics-driven growth |
| Mondelez International, Inc. | EVP, Chief Category & Marketing Officer | 2012–2014 | Global category leadership, strategic planning |
| Kraft Foods, Inc. | Chief Marketing Officer | 2007–2012 | Brand building at scale, innovation |
| Kraft Foods, Inc. | General management & marketing roles | 1986–2007 | Progressive leadership across marketing/general management |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Albertsons Companies, Inc. | Director | Current | Not disclosed in proxy |
| Hasbro, Inc. | Director | Current | Not disclosed in proxy |
Board Governance
- Independence: The Board determined West is independent; Audit, Compensation, Nominating & Governance, Sustainability, and Technology Committees are fully independent .
- Committee assignments: Sustainability Committee Chair; Compensation Committee member .
- Meeting cadence: Board met 5 times; each incumbent director attended ≥90% of Board and committee meetings; all directors attended last year’s Annual Meeting (virtual) . Sustainability Committee held 3 meetings; Compensation Committee held 6 meetings in fiscal 2024 .
- Board leadership: Lead Independent Director presides at executive sessions at each Board meeting; robust LID authorities on agendas, information flow, and shareholder engagement .
- Director commitments: Policy limits service to no more than four public company boards; Nominating & Governance Committee reviews outside commitments and time availability .
Fixed Compensation
| Metric | Fiscal 2024 |
|---|---|
| Annual cash retainer (non-employee directors) | $100,000 |
| Committee chair fee (Sustainability Chair) | $20,000 |
| Meeting fees | None (no meeting fees paid) |
| Lead Independent Director additional retainer | $100,000 (not applicable to West) |
| Mary Beth West – Fees earned in cash | $115,000 |
Notes: In fiscal 2025, the annual deferred stock unit award was increased to $215,000; Audit Chair/Compensation Chair fees were set to $30,000 and $25,000, respectively (Sustainability Chair unchanged in disclosed changes) .
Performance Compensation
Directors receive annual deferred stock units (DSUs), which vest time-based and are not tied to performance metrics.
| Equity Component | Fiscal 2024 Grant Detail | Vesting | Dividend Equivalents |
|---|---|---|---|
| DSUs – annual award (non-employee directors) | $200,000 target; Mary Beth West grant date fair value $221,290 for 1,000 DSUs | All units vest on earlier of first anniversary of Award Date or the day immediately preceding the next Annual Meeting; subject to acceleration in certain circumstances | DSUs receive dividend equivalent credits in additional units |
2025 update: Annual DSU award increased to $215,000 for non-employee directors .
Other Directorships & Interlocks
- Current public company boards: Albertsons Companies, Inc.; Hasbro, Inc. .
- Interlocks/overlaps: No related-person transactions disclosed for West; Board independence assessment deemed ordinary-course relationships immaterial under thresholds .
- Compensation Committee advisors: Semler Brossy acted as the independent consultant; independence confirmed; no services to the Company beyond advising the Committee .
Expertise & Qualifications
- Executive leadership in brand building and marketing of iconic consumer brands .
- Strategy and operational planning; investment management and capital allocation perspectives .
- Omnichannel and digital growth strategy using insights and analytics .
- Sustainability integration into brand/corporate growth strategies; Chairs Sustainability Committee .
- Human capital and large-team leadership .
Equity Ownership
| Metric | As of/Detail | Value |
|---|---|---|
| Beneficial ownership – shares | March 24, 2025 | 3,177 shares; less than 1% of class |
| Deferred Stock Units (director account) | January 31, 2025 | 4,158 DSUs |
| Director stock ownership guideline | Requirement | 5x annual retainer; must meet within 5 years; DSUs counted at full value |
| Compliance status | Board-wide status | All current directors have met or are on track to meet within 5 years |
| Hedging/pledging | Policy | Prohibited for directors; trades pre-cleared; windowed trading; Form 10-K Insider Trading Policy referenced |
Governance Assessment
- Strengths
- Independent director with relevant consumer, marketing, digital, and sustainability expertise; chairs Sustainability and serves on Compensation—key oversight areas for ESG and pay practices .
- Attendance and engagement strong (≥90% at Board/committee); Board holds executive sessions each meeting under LID oversight .
- Director compensation structure aligns with governance best practices: mix of cash and equity, sizable equity in DSUs, no meeting fees, ownership guidelines at 5x retainer; DSUs vest time-based and include dividend equivalents .
- Robust anti-hedging/pledging and insider trading controls; strengthens alignment and risk management .
- Shareholder support context: recent say-on-pay approval of 92% in 2024 indicates investor confidence in compensation governance broadly .
- Potential conflicts/RED FLAGS
- No related-person transactions disclosed for West; Board independence evaluation found relationships well below immateriality thresholds .
- Outside board service appears within Lowe’s limits and subject to ongoing review; no time-commitment concerns cited for West .
Overall, Mary Beth West presents a governance-positive profile: independent status, relevant expertise aligned to Lowe’s strategic priorities, chairing Sustainability oversight, and strong attendance and ownership alignment, with no disclosed conflicts or red flags in related-party transactions or trading policies .