Scott H. Baxter
LOWES COMPANIESAbout Scott H. Baxter
Scott H. Baxter (age 60) is an independent director of Lowe’s Companies, Inc. since 2022, serving on the Compensation, Sustainability, and Technology Committees. He is President, Chief Executive Officer, and Chair of the Board at Kontoor Brands, Inc. (since Aug 2021; CEO since Aug 2018), and previously held senior roles at VF Corporation and The Home Depot. The Board has determined he is independent under NYSE and Lowe’s categorical standards; all committees he serves on are composed solely of independent directors. In fiscal 2024, he attended at least 90% of Board/committee meetings and attended the Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kontoor Brands, Inc. | President, CEO, Chair of the Board | Aug 2021–present (CEO since Aug 2018) | Led spin-out from VF; global lifestyle apparel leadership |
| VF Corporation | Group President roles (Outdoor & Action Sports, Americas; Jeanswear, Imagewear & South America; President, Licensed Sports Group) | 2007–2017 | Operations, brand, supply chain leadership |
| The Home Depot, Inc. | SVP, Services Division | Prior to 2007 | Retail services leadership |
| Edward Don & Company; PepsiCo; Nestlé | Leadership roles | Prior to 2007 | Commercial leadership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Kontoor Brands, Inc. (NYSE: KTB) | CEO; Chair; Director | 2018–present (CEO since 2018; Chair since 2021) | Current public company directorship |
| Topgolf Callaway Brands Corp. | Director (former) | 2019–2023 | Previous public board |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE and Lowe’s standards; Board confirms independence after reviewing relationships within thresholds; all committees he serves on are independent-only. |
| Committees | Compensation; Sustainability; Technology (no chair roles) |
| Tenure on Lowe’s Board | Director since 2022 |
| Attendance | ≥90% of Board/committee meetings in fiscal 2024 |
| Annual Meeting | Attended the 2024 Annual Meeting (virtual) |
| Executive Sessions | Independent directors meet in executive session at each regular Board meeting |
| Committee Meeting Counts (FY24) | Audit (9), Compensation (6), Nominating & Governance (6), Sustainability (3), Technology (2) – committee-level cadence context |
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Committee Membership Fees | $0 (no additional fees unless chair) |
| Committee Chair Fees | $0 (not a chair) |
| Lead Independent Director Fee | $0 (not applicable) |
| Annual Equity (Deferred Stock Units) – grant value | $221,290 (1,000 DSUs grant-date fair value) |
| Total FY2024 Director Compensation | $321,290 |
Notes:
- Policy targets ~1/3 cash and ~2/3 equity for non-employee directors. FY2024 paid amounts for Baxter approximated 31% cash and 69% equity.
- Fiscal 2025 changes approved: standard non-employee director equity award increased to $215,000; Audit and Compensation Chair fees to $30,000 and $25,000, respectively (Baxter not a chair).
Performance Compensation (Director)
- Lowe’s director compensation is not performance-based; equity is delivered in deferred stock units (DSUs) that vest by time (earlier of first anniversary of award date or day preceding next Annual Meeting; subject to acceleration in certain circumstances).
- Directors may elect to defer cash retainers; deferrals track selected investment alternatives.
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public directorships | Kontoor Brands, Inc. (CEO/Chair/Director) |
| Prior public directorships | Topgolf Callaway Brands Corp. (2019–2023) |
| Compensation Committee interlocks | None reported for fiscal 2024; no interlocks or insider participation issues disclosed. |
| Board commitment policy | Independent directors who are executive officers of another public company may only serve on that company’s board in addition to Lowe’s (subject to exceptions). Committee annually reviews time commitments. |
Expertise & Qualifications
- Executive leadership in retail and apparel; marketing and brand management; digital growth strategy; supply chain (sourcing, manufacturing, logistics); operations and sales; human capital/talent management; sustainability oversight.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 1,884 shares; less than 1% of class |
| Deferred Stock Units (as of Jan 31, 2025) | 2,872 DSUs |
| Pledged/Hedged Shares | Company policy prohibits hedging and pledging by directors |
| Director Ownership Guideline | 5x annual retainer (i.e., $500,000 market value) |
| Compliance Status | All current directors have met or are on track to meet within 5 years; DSUs count toward compliance |
Related-Party Exposure and Conflicts
- The Board reviewed ordinary-course transactions involving entities associated with directors and found all were well below Lowe’s categorical thresholds (≤2% of the counterparty’s revenues); independence maintained.
- No related-person transactions disclosed for Baxter; approved related-person items in FY2024 involved family members of management, not directors.
- Compensation Committee interlocks: none for FY2024.
Compensation Structure Analysis (Signals)
- Mix aligns with governance best practices (significant equity via DSUs; no meeting fees; no premium for committee membership absent chair roles).
- FY2025 equity grant size increased to reflect market movement, consistent with peer benchmarking.
- Robust anti-hedging/pledging and director ownership guidelines promote alignment.
Say-on-Pay & Shareholder Feedback (Committee Context)
- Say-on-Pay approval: ~92% in 2024, consistent with long-term support; ongoing investor outreach informs compensation design.
- Board engagement included meetings with investors representing ~37% of outstanding shares in winter 2024–2025; Lead Independent Director met with ~29% of shares.
Governance Assessment
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Strengths
- Independence affirmed; service on independent-only committees (Compensation, Sustainability, Technology) supports effective oversight.
- Strong attendance and Annual Meeting participation; executive sessions each regular meeting reinforce independent oversight.
- Relevant operating, supply chain, sustainability, and digital expertise aligns with Lowe’s strategic priorities and committee mandates.
- Ownership alignment via DSUs; anti-hedging/pledging policy; ownership guidelines with compliance on track.
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Watch items
- External CEO role (Kontoor Brands) increases time demands; however, Lowe’s policy limits public board service for executives and the Nominating & Governance Committee annually reviews commitments; no concerns flagged for Baxter.
- Potential supplier/customer overlap risk from apparel exposure appears mitigated by related-party review thresholds and Board independence determination.
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Overall: Baxter’s committee assignments and retail/supply chain background enhance Board effectiveness; compensation and ownership structures signal alignment; no material conflicts, interlocks, or attendance issues disclosed.