Sandra B. Cochran
LOWES COMPANIESAbout Sandra B. Cochran
Independent director at Lowe’s since 2016; Age 66. Former public company CEO and CFO with >30 years in retail (Cracker Barrel CEO/Exec Chair; Books‑A‑Million CEO/CFO). Currently chairs Lowe’s Audit Committee and serves on the Sustainability Committee; designated an “audit committee financial expert.” The Board classifies her as independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Executive Chair | Nov 2023 – Feb 2024 | Oversaw transition following long CEO tenure |
| Cracker Barrel Old Country Store, Inc. | President & CEO | 2011 – Oct 2023 | Led omni initiatives incl. online ordering, delivery, retail e‑commerce |
| Cracker Barrel Old Country Store, Inc. | President & COO | 2010 – 2011 | Operations leadership |
| Cracker Barrel Old Country Store, Inc. | EVP & CFO | 2009 – 2010 | Financial leadership |
| Books‑A‑Million, Inc. | CEO | 2004 – 2009 | Retail leadership |
| Books‑A‑Million, Inc. | President; CFO; VP Finance | 1992 – 2004 | Built executive‑level finance and accounting expertise |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Signet Jewelers Limited | Director | Not disclosed | Current public company directorship |
| Prior: Cracker Barrel Old Country Store, Inc. | Director | 2011 – 2024 | Former board service |
| Prior: Dollar General Corporation | Director | 2012 – 2020 | Former board service |
Board Governance
- Independence and status: Independent director; Audit Committee Financial Expert under SEC rules; all standing committees at Lowe’s composed solely of independent directors .
- Committee assignments (FY2024 structure; current roles): Audit Committee (Chair); Sustainability Committee (Member). Audit (9 meetings), Sustainability (3) in FY2024 .
- Attendance and engagement: Board held 5 meetings; each incumbent director attended ≥90% of Board and committee meetings; all directors attended the last Annual Meeting .
- Election results (2025 Annual Meeting): For Sandra B. Cochran—Votes For: 411,054,899; Withheld: 5,658,181; Broker Non‑Votes: 84,078,983 .
- Say‑on‑Pay context: 2024 advisory approval 92% support; 2025 advisory vote—For: 389,654,875; Against: 25,675,654; Abstain: 1,382,551 .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting, led by Lead Independent Director .
Fixed Compensation
| Component | FY2024 | FY2025 (approved changes) | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | $100,000 (no change disclosed) | Paid quarterly; no meeting fees |
| Audit Committee Chair fee | $25,000 | $30,000 | Increased to align with scope |
| Sustainability/Technology/Comp/Nominating Chair fee | $20,000 | $25,000 for Compensation Chair; others not specified | Chair differentials |
| Lead Independent Director retainer | $100,000 | $100,000 | Not applicable to Cochran |
Individual FY2024 cash actually paid to Cochran: $123,750 (reflects retainer plus chair service timing) .
Performance Compensation
| Equity Element | FY2024 Grant Mechanics | Cochran FY2024 Award | FY2025 Program |
|---|---|---|---|
| Deferred Stock Units (DSUs) | Annual grant at first Board meeting post‑AGM; value divided by closing price to determine units; dividend equivalents in DSUs; vests on earlier of 1‑year anniversary or day before next AGM; settles in stock upon end of board service | 1,000 DSUs; grant‑date fair value $221,290 | Annual DSU grant set at $215,000 for non‑employee directors |
- Directors do not receive performance‑conditioned equity; equity is time‑based DSUs designed for alignment and retention (no PSU metrics for directors) .
Other Directorships & Interlocks
- Current: Signet Jewelers Limited (retail). No Lowe’s‑disclosed related‑party or interlock conflicts involving Cochran; Board’s independence review found all relevant relationships immaterial and below thresholds .
- Prior boards: Cracker Barrel Old Country Store, Dollar General (ended 2020) .
Expertise & Qualifications
- Financial expertise: Former CFO (Cracker Barrel; Books‑A‑Million); designated Audit Committee Financial Expert at Lowe’s .
- Retail/omnichannel: Led expansion of online ordering, delivery, and retail e‑commerce; strategic planning, brand/marketing experience .
- Governance/risk: Experienced in integrating sustainable practices into supply chain; deep executive oversight background .
Equity Ownership
| Metric | Value | As‑of | Notes |
|---|---|---|---|
| Beneficial ownership (Lowe’s common) | 15,231 shares (<1% of class) | March 24, 2025 | Footnote excludes 2024 DSUs still subject to vesting |
| Deferred Stock Units (unsettled) | 14,665 units | Jan 31, 2025 | DSUs count toward ownership guidelines |
| Director ownership guideline | 5x annual retainer; 5 years to comply | Policy | All current directors have met or are on track |
| Hedging/pledging policy | Hedging and pledging prohibited for directors | Policy | Transactions pre‑cleared; trading windows enforced |
Fixed Compensation (Detail Table – FY2024 Actuals)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sandra B. Cochran | $123,750 | $221,290 | $345,040 |
Related‑Party & Conflicts Review
- Related‑person transactions policy administered by Nominating & Governance; thresholds and approval standards disclosed .
- Approved related‑party items in FY2024 involve certain family members of executives; no transactions disclosed involving Cochran .
- Independence determination considered all director relationships (including charitable and ordinary‑course commercial dealings); Cochran deemed independent .
Governance Assessment
- Strengths:
- Deep financial and operating experience; Audit Chair and designated financial expert—supports robust oversight of financial reporting, cybersecurity/AI risk, and compliance within Audit Committee remit .
- Strong shareholder support in 2025 director election; broad say‑on‑pay support underscores investor confidence in governance/comp design .
- Director pay structure emphasizes equity alignment (time‑based DSUs), ownership guidelines, and prohibition on hedging/pledging—positive alignment signals .
- Watch items:
- 2025 increases to DSU grant ($215k) and Audit Chair fee ($30k) raise total director pay modestly; still benchmarked to market by the Compensation Committee’s consultant .
- Multiple prior external board roles; current commitments appear within Lowe’s overboarding limits (≤4 public boards); Nominating & Governance annually reviews director time commitments .
RED FLAGS: None disclosed specific to Cochran (no related‑party transactions, no pledging/hedging, attendance ≥90%). Continue to monitor Form 4s for any unusual trading or changes in ownership posture .
Appendix – Committee Functions (Context for Audit Chair Role)
- Audit Committee oversees financial reporting, internal controls, compliance, major risk exposures including data protection, privacy, cybersecurity and AI; Lowe’s designates Cochran (and others) as Audit Committee Financial Experts .