Richard W. Dreiling

About Richard W. Dreiling

Richard W. Dreiling, age 71, is Lowe’s Lead Independent Director and Chair of the Nominating and Governance Committee. He has served on Lowe’s board since 2012, was Independent Chairman from July 2018 until May 2021, and has been Lead Independent Director since May 2021 (re‑elected May 2024). He brings 50+ years of retail operating experience, including multiple CEO roles, with deep oversight across operations, merchandising, supply chain, and risk management.

Past Roles

External Roles

• Potential interlock note: Fellow Lowe’s director Bertram L. Scott currently serves on the Dollar Tree board. Dreiling was Dollar Tree’s CEO/Chair until Nov 2024; this creates a historical network tie to a current outside board where another Lowe’s director serves. Lowe’s board independence review nonetheless determined Dreiling is independent.

Board Governance

• Roles: Lead Independent Director; Chair, Nominating & Governance Committee.
• LID re‑elected May 2024 with active shareholder engagement (met investors representing ~29% of outstanding shares during winter 2024–2025).
• Independence: Board determined Dreiling is independent under NYSE, SEC, and Lowe’s categorical standards; all standing committees are fully independent.
• Attendance: Board held five meetings in fiscal 2024; each incumbent director attended ≥90% of their Board and committee meetings; directors expected to attend the annual meeting. Independent directors hold executive sessions at each regular Board meeting, led by the LID.
• Committee meeting cadence (FY2024): Audit 9; Compensation 6; Nominating & Governance 6; Sustainability 3; Technology 2.
• LID responsibilities include: presiding at executive sessions, acting as liaison between independent directors and Chair/CEO, approving board agendas/materials/schedules, calling meetings of independent directors, coordinating evaluations, and leading shareholder communication on governance.
• Board commitments policy: Max four public company boards for directors; committee reviews outside commitments and confirmed nominees’ time capacity.

Fixed Compensation

• Program structure: Non‑employee directors receive $100,000 cash retainer; LID receives an additional $100,000; Nominating & Governance Chair receives an additional $20,000; no meeting fees.
• DSU mechanics: Annual grant sized to target grant divided by share price on award date; DSUs receive dividend equivalents and vest on the earlier of one year or the day immediately preceding the next annual meeting.
• FY2025 changes: Annual DSU award increased to $215,000; Audit Chair retainer to $30,000; Compensation Chair retainer to $25,000 (N&G Chair remains at $20,000).

Performance Compensation

• Directors do not receive annual cash bonuses tied to performance, and there are no performance-vesting equity awards for directors; alignment is primarily via DSUs and stock ownership guidelines.

Other Directorships & Interlocks

Expertise & Qualifications

• 50+ years of retail experience across operations, marketing, manufacturing, distribution, and business development; seasoned CEO and board leader with risk oversight and operational effectiveness track record; longstanding Lowe’s institutional knowledge since 2012.

Equity Ownership

Governance Assessment

• Strengths (investor confidence signals)

  • Empowered Lead Independent Director with robust authorities and active investor engagement; re‑election in 2024 underscores board confidence.
  • Independent status and chairing of Nominating & Governance supports strong oversight of board composition, independence, and related‑party review.
  • High attendance culture (≥90%) and regular executive sessions reinforce independent oversight.
  • Director pay structure emphasizes equity alignment via DSUs and meaningful ownership guidelines.
  • Company‑wide say‑on‑pay support at 92% in 2024 provides a favorable governance backdrop.

• Potential watch items

  • Long tenure (on board since 2012) can raise refreshment questions, though Lowe’s maintains proactive refreshment and diversity, and independence has been reaffirmed.
  • Historical network tie to Dollar Tree, where another Lowe’s director currently sits; no related‑party transactions disclosed involving Dreiling, and independence affirmed.

• Related‑party exposure

  • Lowe’s disclosed several approved related‑person employments involving other executives’ family members; none involving Dreiling.

• Board process and risk oversight

  • Clear LID role; comprehensive risk oversight allocation across committees, including cybersecurity and AI risk; active succession, ESG, and shareholder engagement oversight.

• Time commitments

  • Board limits external boards to four; annual assessment confirmed nominees’ time capacity. Dreiling currently listed as an Aramark director, consistent with policy.