Navdeep Gupta
LOWES COMPANIESAbout Navdeep Gupta
Navdeep Gupta (age 52) is an independent director of Lowe’s Companies, Inc. since 2024 and serves on the Compensation and Technology Committees. He is Executive Vice President and Chief Financial Officer of DICK’S Sporting Goods, bringing deep retail finance, capital allocation, risk management, accounting, and digital platform oversight experience to the board (including oversight of GameChanger, a youth sports streaming and stats app) . Lowe’s added Gupta in 2024 as part of a refresh to align board skills with strategy in operations/supply chain, retail finance/accounting, and digital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICK’S Sporting Goods, Inc. | EVP, Chief Financial Officer | 2021–Present | Oversees finance; oversees GameChanger digital platform |
| DICK’S Sporting Goods, Inc. | SVP, Chief Accounting Officer | 2017–2021 | Accounting leadership |
| Advance Auto Parts, Inc. | SVP, Finance; Chief Audit Executive; VP, Finance & Treasurer | 2006–2017 | Finance, audit, treasury leadership in retail |
| Sprint Nextel Corporation | Management roles | 2003–2006 | Telecom operating experience |
| Indian Navy | Lieutenant | 1993–2000 | Leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICK’S Sporting Goods, Inc. | EVP, Chief Financial Officer (executive role; not a director) | 2021–Present | Financial strategy, capital allocation; digital platform oversight (GameChanger) |
The proxy does not list any other current public company directorships for Mr. Gupta beyond Lowe’s .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE and company categorical standards; board determined Gupta qualifies as independent . |
| Committees | Compensation Committee (member) ; Technology Committee (member) . |
| Committee Meeting Cadence (FY2024) | Audit 9; Compensation 6; Nominating & Governance 6; Sustainability 3; Technology 2 meetings (board-level committee cadence) . |
| Board Meetings | 5 board meetings in FY2024 . |
| Attendance | Each incumbent director attended ≥90% of aggregate board and committee meetings served in FY2024 . |
| Annual Meeting Attendance | All directors in office attended last year’s virtual annual meeting . |
| Executive Sessions | Independent directors meet in executive session at each regular board meeting; led by the Lead Independent Director . |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 for non-employee directors (FY2024 policy) | Paid quarterly; no meeting fees; no additional pay for committee membership (only chairs) . |
| Committee Chair Fees | $25,000 Audit Chair; $20,000 Compensation, Nominating & Governance, Sustainability, Technology Chairs (FY2024) | Lead Independent Director retainer +$100,000 . |
| FY2024 Fees Earned (Gupta) | $75,000 | Reflects pro-rated board service in first year . |
| Deferral | Directors may defer cash retainers to interest-linked or stock value-tracking accounts | Paid in cash after service; allocation elected annually . |
Performance Compensation
| Equity Vehicle | FY2024 Grant (Standard) | Mr. Gupta FY2024 Reported Value | Vesting and Form | Notes |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | $200,000 annual equity award for each non-employee director | $221,290 aggregate grant date fair value; 1,000 DSUs | Vest on earlier of 1-year from award date or day before next annual meeting; dividend equivalents in additional units; payable in stock upon termination of board service | For FY2025, annual DSU award increased to $215,000; Audit/Comp Chair retainers increased to $30,000/$25,000 respectively . |
Directors do not receive performance-based equity; awards are service-based DSUs. Options and performance metrics are not part of non-employee director compensation at Lowe’s .
Other Directorships & Interlocks
| Company | Role | Dates | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | The Lowe’s proxy does not list other current public company directorships for Mr. Gupta . The board’s independence review considered ordinary-course transactions with companies where directors are officers and found them immaterial and below thresholds for independence . |
Expertise & Qualifications
- Retail finance, capital allocation, risk management, accounting; extensive public company CFO experience in retail .
- Digital and technology oversight via GameChanger platform; relevant for Technology Committee service .
- Brings perspective from prior finance/audit/treasury leadership (Advance Auto Parts) and operating roles (Sprint; Indian Navy) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (common shares) | 13 shares beneficially owned (includes shares issuable within 60 days) . |
| Deferred Stock Units Held (1/31/2025) | 1,009 DSUs . |
| Director Stock Ownership Guideline | 5x annual cash retainer; 5-year compliance window; DSUs count at full value; directors are on track or have met guideline . |
| Hedging/Pledging | Prohibited for directors; anti-hedging and anti-pledging policies in place; trades require pre-clearance and occur in open windows . |
Governance Assessment
- Alignment and board effectiveness: Gupta strengthens board finance and digital capabilities; service on Compensation and Technology aligns with his CFO and platform oversight experience .
- Independence and conflicts: Board determined he is independent; independence review considered ordinary-course transactions with companies where directors or family have roles and found them below categorical thresholds, supporting no material conflicts for Gupta .
- Engagement/attendance: Board met five times; all incumbent directors attended at least 90% of meetings, indicating acceptable engagement (Gupta was an incumbent during FY2024) .
- Ownership alignment and incentives: Director pay mix targeted at roughly one-third cash and two-thirds equity via DSUs, with stock ownership guidelines of 5x retainer; Gupta holds 1,009 DSUs and 13 shares as of FY2024, with guideline compliance expected within five years . Anti-hedging/pledging policies reduce misalignment risk .
- Compensation structure signals: For 2025, the board increased DSU grant target to $215,000 and raised Audit/Comp chair retainers, reflecting workload and market alignment rather than risk-increasing guarantees; no meeting fees and use of DSUs support long-term alignment .
No red flags identified in the proxy specific to Mr. Gupta regarding related-party transactions, pledging, low attendance, or pay anomalies; independence, committee composition, and ownership policies are consistent with governance best practices .