Seemantini Godbole

About Seemantini Godbole

Executive Vice President and Chief Digital and Information Officer at Lowe’s since September 2022 (joined Lowe’s as EVP & CIO in November 2018), leading enterprise technology across engineering, product, data/analytics, online, and innovation . She holds an M.S. in Computer Science (Texas Tech) and a B.E. in Electrical & Electronics Engineering (NIT Nagpur) . Age 53 in the FY2023 10-K executive roster . Company performance context during her tenure: FY2024 sales >$83B, diluted EPS $12.23 (adjusted $11.99), operating margin 12.5% (adjusted 12.3%), with growth in Pro and online sales; TSR positive over 1-, 3-, and 5-year periods vs peer group and PSUs for 2022–2024 paid 91.84% of target (ROIC 35.4% vs 36.0% target; TSR at S&P 500 median) .

Past Roles

Organization	Role	Years	Strategic Impact
Lowe’s Companies, Inc.	EVP, Chief Digital & Information Officer	Sept 2022–present	Leads enterprise technology transformation; oversees Lowes.com and omnichannel capabilities
Lowe’s Companies, Inc.	EVP, Chief Information Officer	Nov 2018–Sept 2022	Drove modernization; $500–$550M overhaul program cited externally
Target Corporation	SVP, Digital & Marketing Technology	2017–2018	Led global e-commerce, marketing & loyalty tech; platform re-architecture
Target Corporation	VP, Digital & Marketing Technology	2013–2016	Built long-term tech roadmaps & agile product practices
Sabre / Travelocity (incl. American Airlines/Sabre)	Senior technology leadership roles	15 years (prior to 2013)	Global platform leadership; commerce and travel tech

External Roles

Organization	Role	Since	Notes
Kenvue Inc.	Director	May 2023	Brings retail/digital transformation expertise; Apparo CXO Tech Council noted

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$745,702	$778,827	$809,988
Stock Awards ($)	$2,519,539	$2,717,485	$2,922,985
Option Awards ($)	$851,263	$871,854	$915,323
Non-Equity Incentive Plan ($)	$953,305	$490,427	$795,733
All Other Compensation ($)	$96,224	$73,299	$87,384
Total ($)	$5,166,033	$4,931,893	$5,531,414

Performance Compensation

Annual Incentive Plan (FY2024)	Value
Base salary used for AIP ($)	$809,988
Target bonus (% of base)	100%
Achievement (% of target)	98.24%
Actual bonus paid ($)	$795,733

FY2024 AIP Metrics & Weighting	Weight
Sales (Company sales)	40%
Operating Income (Company operating income)	40%
Inventory Turnover (COGS/avg inventory)	10%
Pro Sales Growth (YoY %)	10%

PSUs (2022–2024 performance cycle)	Threshold	Target	Maximum	Actual Performance	TSR Modifier	Payout vs Target
ROIC (%)	32.4%	36.0%	39.6%	35.4%	1.00x (median TSR)	91.84%

2024 Equity Grants (April 1, 2024)	Threshold	Target	Maximum	Terms
PSUs (shares)	2,460	7,344	14,688	3-year avg ROIC with relative TSR modifier
RSAs (shares)	—	3,672	—	Cliff vest after 3 years; dividends accrue
Options (shares)	—	10,799	—	10-year term; vest 1/3 annually; exercise price $249.28

Equity Ownership & Alignment

Ownership Snapshot	Value
Beneficial ownership (shares), 3/24/2025	77,010
Shares outstanding, 3/24/2025	559,705,809
Ownership % of outstanding	~0.0138% (77,010 / 559,705,809)
Unvested RSAs (#) and market value ($) at 1/31/2025	12,255; $3,186,790
Unearned PSUs (#) and market/payout value ($) at 1/31/2025	26,810; $6,971,672
Options outstanding (exercisable/unexercisable)	12,270 / 24,537
Upcoming RSA vest dates (#)	4/1/2025: 4,182; 6/15/2025: 4,401; 4/1/2026: 3,672
Upcoming option vest installments (#)	4/1/2025, 4/1/2026, 4/1/2027 (10,799 splits)
Stock ownership guidelines (EVP)	4.0x base salary; all current NEOs compliant
Hedging/pledging	Prohibited for executives; pre-clearance required for trades

Vesting Schedule (selected)

Instrument	2025	2026	2027
RSAs (shares scheduled)	4,182 (4/1/2025); 4,401 (6/15/2025)	3,672 (4/1/2026)	—
Options (tranches scheduled)	Vests in installments incl. 4/1/2025	Vests in installments incl. 4/1/2026	Vests in installments incl. 4/1/2027

Employment Terms

Provision	Terms
Severance Plan (EVPs)	2x (base salary + target annual bonus), paid over 24 months; up to 12 months continuation of healthcare; up to 1 year outplacement
Change-in-Control Agreement	Double-trigger; if terminated within 24 months post-CIC: 2.99x present value of base salary, annual incentive, welfare costs; no excise tax gross-up (best-net cutback); Company-paid legal fees
Equity treatment upon CIC + qualifying termination	Options fully exercisable; RSAs fully vested; PSUs earned based on performance through fiscal quarter end preceding CIC
Non-compete / Non-solicit	Non-compete for longer of two years or until last vest date; non-solicit of employees/customers for two years
Arbitration and class/representative waivers	Employee arbitration agreement includes class/representative action waivers (agreement accepted October 30, 2018)
Clawbacks	“No-fault” recovery for restatements (3-year look-back); fault-based recovery for misconduct causing financial/reputational harm
Perquisites	Limited (financial/tax planning up to $15K; annual physical; individual disability insurance; capped personal aircraft usage policies)

Deferred Compensation (FY2024)

Plan	Executive Contributions ($)	Company Contributions ($)	Aggregate Earnings ($)	Aggregate Balance ($)
Benefit Restoration Plan (BRP)	$64,701	$54,544	$56,912	$816,856
Cash Deferral Plan (CDP)	$962,711	—	$292,906	$3,942,095

Performance & Track Record (context)

FY2024: total sales >$83B, diluted EPS $12.23 and adjusted EPS $11.99; operating margin 12.5% (adjusted 12.3%); continued growth in Pro and online sales under the Total Home strategy .
TSR positive over one-, three-, and five-year periods, outperforming peer group; long-term PSUs paid at 91.84% based on ROIC and relative TSR performance .

Compensation Structure Notes

2024 award mix: 50% PSUs (3-year ROIC with TSR modifier), 25% stock options (10-year term, 1/3 vest), 25% RSAs (3-year cliff vest) .
Annual incentive metrics emphasize both top-line (sales, Pro growth) and operational efficiency (operating income, inventory turnover), with 98.24% payout for FY2024 .
Company-wide governance signals: Say-on-pay support ~92% in 2024; independent Compensation Committee with external consultant (Semler Brossy) .

Equity Compensation History (aggregate under LTIP through 1/28/2022)

Category	Cumulative Grants (shares)
Stock Options	80,982
Stock Awards (RS/RSU/DSU)	28,301
Performance-Based Stock Awards (PSUs at max)	55,022

Investment Implications

Pay-for-performance alignment is strong: balanced annual metrics and long-term ROIC+TSR framework; FY2024 bonus near target and 2022–2024 PSU payout at 91.84% indicate incentives track business performance, reducing misalignment risk .
Predictable vesting/supply events: RSA tranches and option vesting dates in April/June 2025–2027 may create episodic liquidity; monitor Form 4s near 4/1 and 6/15 dates for potential selling pressure .
Retention risk appears mitigated: substantial unvested equity (RSAs/PSUs), robust severance, and double-trigger CIC protections; non-compete/non-solicit and clawbacks strengthen alignment and governance .
Ownership alignment is moderate in percentage terms (~0.0138% of shares outstanding), but EVP-level guideline compliance (4x salary) and hedging/pledging prohibitions reduce agency risk; continued accumulation through vesting could enhance alignment over time .
External board seat (Kenvue) broadens network and insight into consumer/tech trends; monitor time commitments and any potential interlocks or conflicts, though none are disclosed as material .