William P. Boltz
LOWES COMPANIESAbout William P. Boltz
William P. Boltz, age 62, is Executive Vice President, Merchandising at Lowe’s, a role he has held since August 2018; prior to Lowe’s, he was President & CEO of Chervon North America (2015–2018), founded and led The Boltz Group (2013–2015), and held senior merchandising roles at The Home Depot (2006–2012) . Company performance context during FY2024: sales >$83B, diluted EPS $12.23 (adjusted $11.99), operating margin 12.5% (adjusted 12.3%) ; multi-year ROIC averaged 35.4% for the 2022–2024 PSU period vs a 36.0% target and PSU payout of 91.84% ; TSR was positive over 1, 3 and 5 years and outperformed the Peer Group as of Jan 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | EVP, Merchandising | Aug 2018–present | Enterprise merchandising leadership |
| Chervon North America | President & CEO | 2015–2018 | Led a global power tool supplier |
| The Boltz Group, LLC | President & Owner | 2013–2015 | Retail consulting leadership |
| The Home Depot | SVP, Merchandising | 2010–2012 | Senior merchandising leadership |
| The Home Depot | VP, Merchandising | 2006–2010 | Category/merchandising leadership |
External Roles
No additional public company directorships or external board roles disclosed for Mr. Boltz in Lowe’s filings reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $806,789 | $840,650 | $866,781 |
| Base Salary (Committee approved) | $844,400 | $869,700 | |
| % Increase vs prior year | 3.0% | ||
| Target Annual Bonus (% of Base) | 100% | 100% | 100% |
| Actual Annual Incentive ($) | $1,031,399 | $529,357 | $851,525 |
| Performance Goal Achievement (All NEOs) | 98.24% of target | ||
| All Other Compensation ($) | $96,792 | $68,323 | $89,468 |
| Total Compensation ($) | $5,573,501 | $5,743,439 | $6,367,399 |
Performance Compensation
| Annual Incentive Metric (FY2024) | Weighting | Target Mechanics | FY2024 Outcome |
|---|---|---|---|
| Sales | 40% | Threshold 25% of target; max 200% of target | Overall payout 98.24% of target (portfolio-level) |
| Operating Income (as adjusted) | 40% | Threshold 25%; max 200% | Overall payout 98.24% |
| Inventory Turnover | 10% | Threshold 25%; max 200% | Above target component, contributing to 98.24% overall |
| Pro Sales Growth | 10% | Threshold 25%; max 200% | Above target component, contributing to 98.24% overall |
| 2024 Long-Term Equity Target | % of Base Salary | Target Dollar Value |
|---|---|---|
| Total LTI Target (PSUs 50%, Options 25%, RSAs 25%) | 500% | $4,349,000 |
| 2024 Grants (as granted April 1, 2024) | Grant Date | Committee Action Date | Units / Value | Terms |
|---|---|---|---|---|
| PSUs | 4/1/2024 | 3/22/2024 | Threshold 2,922; Target 8,724; Max 17,448; Grant date fair value $2,384,880 | 3-year average ROIC with relative TSR modifier; no dividends |
| Stock Options | 4/1/2024 | 3/22/2024 | 12,829 options; Exercise price $249.28; Grant date fair value $1,087,386 | Vest ratably over 3 years; 10-year term |
| RSAs (time-vested) | 4/1/2024 | 3/22/2024 | 4,362 shares; Grant date fair value $1,087,359 | Cliff vest after 3 years |
| PSU Performance (2022–2024) | Threshold | Target | Maximum | Actual Adjusted Performance | TSR Modifier | Payout (% of Target) |
|---|---|---|---|---|---|---|
| ROIC (3-year average) | 32.4% | 36.0% | 39.6% | 35.4% | 1.00x (median TSR) | 91.84% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 89,573 shares; less than 1% of class; includes 54,170 shares acquirable/issuable within 60 days |
| Stock Ownership Guidelines | EVPs must hold 4.0x base salary; all current NEOs compliant |
| Trading Policy | Pre-clearance required; blackout windows apply; anti-hedging and anti-pledging policies (no use of common stock as collateral) |
| Outstanding Equity Awards at FY-End (Jan 31, 2025) | Quantity | Key Dates/Prices | Market/Payout Value |
|---|---|---|---|
| Unvested RSAs | 14,155 shares | Vest: 4/1/2025 (4,514), 6/15/2025 (5,279), 4/1/2026 (4,362) | $3,680,866 (at $260.04) |
| Unearned PSUs | 30,706 units | Based on performance through FY2024 | $7,984,788 (at $260.04) |
| Options (Exercisable) | 15,421 @ $191.32 exp. 4/1/2031 | ||
| Options (Unexercisable/vesting) | 10,274/5,136 @ $202.40 vest 4/1/2025 | ||
| 5,386/10,771 @ $199.97 vest 4/1/2025 & 4/1/2026 | |||
| 12,829 @ $249.28 vest 4/1/2025, 4/1/2026, 4/1/2027 |
RSAs: Retirement vesting possible upon meeting age+service ≥70 and age ≥55; dividends paid on RSAs during vesting . Options: 3-year ratable vest; 10-year term .
Employment Terms
| Provision | Severance Plan (EVPs) | Change-in-Control Agreements | Notes |
|---|---|---|---|
| Cash Severance | 2x (base salary + target bonus), paid over 24 months | 2.99x (present value of base salary + annual incentive + welfare insurance costs), lump sum | No tax gross-up; best-net cut per 280G |
| Health Benefits | Continue up to 12 months | Included in 2.99x calc | |
| Outplacement | Up to 1 year | N/A | |
| Equity Treatment | N/A (normal terms apply) | Options fully exercisable; RSAs fully vested; PSUs earned based on performance through quarter pre-CIC | |
| Restrictive Covenants | Non-compete; Non-solicit | Non-compete ≥2 years (or until last vest date of non-vested awards); Non-solicit 2 years | |
| Payment Timing | Installments over 24 months | Lump sum |
| Potential Payments (Hypothetical at Jan 31, 2025) | Voluntary Resignation | Death | Disability | Retirement | Qualified Termination | Change-in-Control | CIC + Qualifying Termination |
|---|---|---|---|---|---|---|---|
| Severance | — | — | — | — | $3,478,800 | — | $4,826,279 |
| Stock Options (unvested value) | — | $1,081,093 | $1,081,093 | — | — | — | $1,081,093 |
| Restricted Stock Awards (unvested value) | — | $3,680,866 | $3,680,866 | — | — | — | $3,680,866 |
| Performance Share Units (estimated value) | — | $4,296,381 | $4,296,381 | — | — | $4,296,381 | $4,296,381 |
| Welfare Benefits | — | — | — | — | $18,568 | — | $99,704 |
| Total | — | $9,058,340 | $9,058,340 | — | $3,497,368 | $4,296,381 | $13,984,323 |
Deferred Compensation and Perquisites
| Plan/Benefit | Executive Contribution (Last FY) | Company Match (Last FY) | Aggregate Earnings (Last FY) | Aggregate Balance (FYE) |
|---|---|---|---|---|
| Benefit Restoration Plan (BRP) | $76,054 | $59,663 | $65,713 | $804,484 |
| Cash Deferral Plan (CDP) | — | — | — | — |
| Perquisites (Other) | $16,481 (aircraft, tax/financial planning, exam, disability insurance) | 401(k) Company Match $13,324; BRP Match $59,663 |
Compensation Structure Analysis
- Mix remains heavily performance-based: other NEOs average target mix ~14% base, 15% annual incentive, 71% long-term incentives (same PSUs/options/RSAs mix) .
- Annual incentive metrics emphasize both top-line and operating profitability plus strategic metrics (inventory efficiency and Pro sales traction) .
- PSU construct ties three-year ROIC to a relative TSR modifier with calibrated payout curve (34% to 200%) .
- Equity award grant practices avoid timing around MNPI; regular annual grant date April 1; interim dates pre-set; options not granted near filings .
- Clawbacks: both “no-fault” restatement-based recovery and fault-based misconduct recovery, covering cash and equity incentives .
- Say-on-pay support: ~92% approval in 2024, indicating shareholder endorsement of program design .
Investment Implications
- Alignment: Strong pay-for-performance architecture linking cash incentives to sales/operating income and PSUs to ROIC with TSR modifier; ownership guidelines (4x salary) and anti-hedging/pledging policies reinforce alignment and reduce risk-taking .
- Retention and supply overhang: Upcoming vesting dates (RSAs and options on 4/1/2025, 4/1/2026, 4/1/2027) may create periodic selling windows; pre-clearance and blackout policies mitigate opportunistic trading, but monitor post-vesting activity for potential incremental supply .
- Downside protection vs CIC economics: EVP severance of 2x base+target bonus and CIC multiple of 2.99x, plus equity acceleration under CIC, lowers departure friction but could be viewed as standard competitive terms; no tax gross-up reduces governance risk .
- Ownership skin-in-the-game: Beneficial ownership <1% of shares outstanding and significant outstanding unvested equity tie value to long-term performance; all NEOs compliant with ownership targets .
- Performance track record: Company’s FY2024 execution against a challenging backdrop yielded 98.24% annual incentive payout and 91.84% PSU payout for 2022–2024, supporting incentive credibility during Boltz’s tenure overseeing merchandising .