William P. Boltz

About 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 .