Lowe's Companies (LOW) DEF 14ADefinitive proxy

Dear Fellow Shareholders:

As we reflect upon 2023, we are pleased with our operating performance despite a challenging macroeconomic environment, and we continued to make the right long-term investments to drive sustainable shareholder value. Our frontline associates are the heartbeat of our company, and their dedication and hard work were key to our continued success. We would like to highlight several of the ways the Board and management have been working on your behalf this past year.

Oversight and Execution of Our Total Home Strategy: We continue to execute on our Total Home strategy by providing a total home solution for every project in the home for both our DIY and Pro customers, and our Board remains actively engaged in its oversight. In 2023, we enhanced our digital and fulfillment capabilities, which enabled us to deliver growth in online sales. We also improved our brand and product assortments and drove Pro loyalty and repeat visits.

Remaining Committed to Our Value Creation Roadmap: We prioritize core operational excellence, significant cash flow generation and optimized capital deployment to drive long-term shareholder value. In 2023, our disciplined expense management and focus on productivity enabled us to deliver an operating margin of 13.4% and adjusted operating margin* of 13.3%. Consistent with our best-in-class capital allocation strategy, we reinvested $2 billion into the business and returned $8.9 billion to our shareholders through a combination of share repurchases and dividends.

Investing in Our People: We are striving to become the employer of choice in retail. Since 2018, we have invested over $3.5 billion in incremental wage and share-based compensation for our frontline associates. In 2023, we awarded these associates with more than $350 million in discretionary and profit-sharing bonuses. We are also one of few retailers to award stock grants to our store managers and assistant store managers – one of the many ways we incentivize associates to build their careers within Lowe’s.

Progressing on Our Sustainability Efforts: Our Board and its Sustainability Committee continue to play an active role in overseeing our sustainability efforts and greenhouse gas emission reduction strategies, including our goal to reach net-zero emissions across our scope 1, 2 and 3 greenhouse gas emissions by 2050 and related interim targets. In pursuit of these objectives, we are focused on increasing our own operational efficiency and procuring renewable energy as well as partnering with suppliers to decrease scope 3 emissions.

Listening and Responding to Our Shareholders: We continued our robust shareholder engagement program. Our efforts this winter included outreach to 30 investors representing approximately 43% of shares outstanding and meetings with 21 investors, representing approximately 32% of shares outstanding, in line with prior years. We use feedback from these meetings to inform our sustainability and human capital efforts as well as governance and compensation programs. Our robust disclosures and responsive actions reflect how much we value these conversations.

As always, we thank you for your continued investment in Lowe’s, and we look forward to keeping you apprised of our progress and hearing your feedback throughout the coming year. We encourage you to review this year’s Proxy Statement in detail and vote your shares for our Annual Meeting on Friday, May 31, 2024.

Sincerely,

		Marvin R. Ellison Chairman, President and Chief Executive Officer				Richard W. Dreiling Lead Independent Director

* Adjusted operating margin is a non-GAAP financial measure. Refer to Appendix A for a reconciliation of non-GAAP financial measures.

LOWE’S COMPANIES, INC.

1000 Lowes Boulevard

Mooresville, North Carolina 28117

(704) 758-1000

2024 Notice of Annual Meeting of Shareholders

April 18, 2024

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 31, 2024 at www.virtualshareholdermeeting.com/LOW2024, for the purpose of voting on the following matters:

The Board of Directors unanimously recommends a vote “FOR” each of the director nominees in proposal 1 and a vote “FOR” proposals 2 and 3. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on March 25, 2024 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

We are holding the Annual Meeting in an online-only format. You will not be able to attend the Annual Meeting in person. To attend the Annual Meeting, vote and submit your questions during the Annual Meeting, you will need to visit the Annual Meeting website noted above and enter your 16-digit control number found on your proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or legal proxy, as applicable. Shareholders of record may follow these same instructions during the Annual Meeting to view the list of shareholders of record entitled to notice of the meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com using your 16-digit control number or by the other methods described in the Proxy Statement. For more information on attending the online-only meeting, please see pages 68 to 69 of the Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting.

Sincerely,

Juliette W. Pryor

Executive Vice President, Chief Legal Officer and Corporate Secretary

Table of Contents

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe,” “expect,” “anticipate,” “plan,” “project,” “estimate,” “intend,” “will,” “should,” “could,” “would,” “may,” “strategy,” “goal,” “target,” “potential,” “opportunity,” “outlook,” “guidance,” “scenario” and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections and assumptions about future priorities, shareholder value, Lowe’s strategic initiatives and our environmental, social and other sustainability plans and goals. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, target, commitment or expectation can or will be achieved. Actual results and outcomes may differ materially from those expressed or implied in such statements. Investors should carefully consider the risk and uncertainties described in “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law. Inclusion of information in this Proxy Statement is not an indication that the subject or information is material to our business or operating results. Standards of measurement and performance made in reference to our environmental, social and other sustainability plans and goals may be based on evolving protocols and assumptions which may change or be refined. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

PROXY SUMMARY

We seek to generate long-term sustainable shareholder value by driving operational excellence throughout the enterprise, consistently generating high levels of cash flow and optimizing our capital deployment. We have demonstrated a strong commitment to returning capital to our shareholders and continued dividend growth since 1961.

This summary highlights certain information for your review in connection with the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References to “Lowe’s,” the “Company,” “we,” “us,” “our” and similar terms refer to Lowe’s Companies, Inc.

FISCAL 2023 FINANCIAL HIGHLIGHTS

Fiscal 2023 was a 52-week fiscal year, compared to fiscal 2022, which included an additional week. Fiscal 2022 sales included approximately $1.4 billion due to the 53^rd week in the prior year, as well as $5.0 billion generated by our Canadian retail business, which was sold at the end of fiscal 2022.

* Return on Invested Capital (“ROIC”) is calculated using a non-GAAP financial measure, and adjusted diluted earnings per common share (“EPS”) is a non-GAAP financial measure. Refer to Appendix A for the calculation of ROIC and a reconciliation of non-GAAP measures.

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		i

OUR TOTAL HOME STRATEGY

At the end of 2020, we unveiled our Total Home strategy to grow our market share by providing a one-stop solution for every project across the home for both do-it-yourself (“DIY”) and professional (“Pro”) customers. As a result of our performance, we were able to deliver value to shareholders through the payment of $2.5 billion in dividends and the repurchase of $6.3 billion of our common stock in fiscal 2023. We are confident that we are making the right investments in the business to generate long-term growth and continue to create sustainable shareholder value.

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

Our Executive Compensation Program is Linked to Our Strategy

Our executive compensation program is designed to drive long-term shareholder value by aligning executive pay with our strategy and shareholder interests and attracting and retaining talented executives. We have a long-standing commitment to pay for performance and provide a significant portion of compensation opportunities through variable pay arrangements. The Board of Directors (the “Board”) places significant emphasis on the long-term success of the Company and strong alignment with the interests of our shareholders, customers, associates and the communities in which we operate.

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Our executive compensation program is designed to reward executives for growth in the Company’s sales and earnings, the creation of long-term shareholder value and the effective execution of our business strategies and operating priorities. The primary objectives of our executive compensation program are to:

Key Elements of Our 2023 Executive Compensation Program

Our compensation mix is heavily performance-based with 73% of the CEO’s and 67% of the other named executive officers’ (“NEOs”) average annualized target compensation at-risk and contingent upon the achievement of performance objectives or relative and absolute share price performance. Additionally, 77% of the CEO’s and 68% of the other NEOs’ average compensation is in the form of long-term incentives.

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Compensation Best Practices

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CORPORATE RESPONSIBILITY

Corporate responsibility is a cornerstone of our Company and a key focus of management and the Board. We are committed to our people, communities and planet. The Sustainability Committee of the Board oversees Lowe’s environmental and social strategies, and our Sustainability Steering Committee, which is composed of executives and subject matter experts from across the Company, leads the Company’s efforts to integrate corporate responsibility into our business. Our sustainability strategy focuses on goals and commitments across three pillars – Our People & Our Communities, Product Sustainability and Operational Excellence.

Our People & Our Communities

Human Capital

The full Board oversees workforce management and regularly engages with our Chairman, President and Chief Executive Officer, our Executive Vice President, Human Resources and senior leadership on a broad range of related topics. The full Board reviews talent management topics as standing agenda items, including CEO and senior management succession planning, diversity and inclusion and culture.

Lowe’s strives to be the employer of choice in retail. At Lowe’s, we are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live and cultivating a culture that invites and encourages diverse opinions and ideas. We would like our associates to see Lowe’s as a “Home to Possibility” with good jobs, a sense of belonging and a promising future. We have a proactive associate listening strategy, most notably through our annual Building Engagement and Success Together (“BEST”) engagement survey. In fiscal 2023, more than 90% of our associates participated in our survey, and our people leaders use the feedback to improve our associate experience.

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Creating Good Jobs

We have a strong track record of investing in our workforce by offering locally competitive salaries and wages. Since 2018, we have invested over $3.5 billion in incremental wages and share-based compensation for our frontline associates, which included creating many new roles for our associates to grow into as they advance along their career path. In 2023, we awarded more than $350 million in discretionary and profit-sharing bonuses to our frontline associates. We offer an array of health, welfare and financial benefits to our full-time and part-time associates, including health care and insurance benefits, retirement plans, an employee stock purchase plan, paid time off and leave programs, among others.

We have implemented workforce management tools that enable us to offer various scheduling options to our full-time associates to foster an improved experience in balancing their work and life responsibilities. This includes such options for a shortened workweek, consistent shifts or consecutive days off.

Our focus on the associate experience begins at initial application. The implementation of improved technology in the hiring process has simplified the experience for those looking to join Lowe’s and helped to drive the experience overall. In 2023, we added Spanish language capabilities to promote bilingual hiring by guiding candidates through the full application process in Spanish. Once hired, associates now experience an improved onboarding to help them quickly learn the knowledge and skills required to be successful in their new roles.

Providing a safe environment for both working and shopping is one of our highest priorities at Lowe’s. We strive to maintain a culture of safety, which begins with our leaders modeling the behaviors we want our associates to adopt. We embed safety into associate onboarding, developmental e-learning and on-the-job training.

Sense of Belonging

We believe that by building diverse and inclusive teams with a range of perspectives, backgrounds and experiences, and equal opportunity for all, we drive better ideas, positive business results and improve service through a deeper connection with the diverse communities we serve. We continue to execute on our multi-year program to integrate diversity and inclusion initiatives into our corporate strategy across three areas: talent, culture and business. We continue to strive to attract diverse talent for leadership positions across the Company. Below please find the diverse composition of our director nominees and executive officers.

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In 2023, we held our eleventh annual Women’s Leadership Summit, focused on developing women leaders across our corporate and field locations. In our efforts to foster an inclusive culture, we have eight Business Resource Groups that are sponsored by our officer team. These groups provide our associates with opportunities to collaborate, network and learn together and offer additional spaces where associates feel heard and can engage with other colleagues across the organization.

Promising Future

We are committed to securing top talent and providing ongoing training and other developmental opportunities to facilitate meaningful careers at Lowe’s. We offer a variety of role-specific leadership and development programs that build and reinforce functional-technical/professional skills, business acumen and leadership skills to prepare high-performing leaders for their next role. Our focus on leadership development enables us to grow talent internally and has resulted in more than 80% of store leadership positions being filled internally in the last year.

Our Lowe’s University offerings include the district manager and store manager immersive week-long leadership experience programs, delivered from the Lowe’s University training center; the virtually-delivered store department supervisor fundamentals series; the virtually-delivered field supply chain leadership director, manager and supervisor experience programs; and the certification programs for store and technology associates that further develop their skills and knowledge base. In 2023, we expanded our in-person Lowe’s University offerings to include an assistant store manager leadership training to further develop our store leaders. Additionally, through Lowe’s Track to the Trades program, we offer all Lowe’s associates the opportunity to enroll in programs to complete apprentice certifications in electrical, plumbing, HVAC, appliance repair or multi-family maintenance. The program also connects associates with Pros to help them start a career in their area of interest. The Track to the Trades program demonstrates Lowe’s commitment to our industry and the communities we serve. This, combined with our tuition-free education program, are further examples of how we are investing in the development of our associates.

Our Communities

We understand the important role Lowe’s plays in supporting our communities through our philanthropic efforts. With our community engagement initiatives and continued partnerships with nonprofits across the nation, we are revitalizing neighborhoods, improving community spaces, responding when natural disasters strike and preparing the next generation of skilled tradespeople. We carry out these initiatives with a special focus on veterans, the active military community and first responders. In 2023, the Lowe’s Foundation established the Gable Grants program, which is a five-year, $50 million commitment to recruit, train and prepare 50,000 people for skilled trades careers through grants to community and technical colleges and community-based nonprofits.

Product Sustainability

Lowe’s strives to put the customer first by providing high-quality items that help our customers live more sustainably. We begin by selecting suppliers and offering products that support human and environmental health. We are also expanding our pursuit of innovative, more efficient eco-products and educating customers on how to reduce their footprint at home.

We focus our product sustainability efforts on supplier social and environmental practices, responsible sourcing of natural resources and improvements to the environmental performance of our products. These include promoting compliance with our Vendor Code of Conduct, Human Rights Policy and Conflict Minerals Compliance Programs, pursuing our commitment to responsible wood sourcing, seeking to maintain products that are safe and compliant with applicable industry standards and state and federal regulations and increasing our offering of independently-certified products that have validated environmental claims.

We have a wood sourcing policy with principles that we expect our vendors to follow, including no illegal logging; no deforestation; no sourcing of endangered species; the protection and preservation of biodiversity; and undergoing and securing Free, Prior and Informed Consent, as defined by the United Nations, wherever applicable. In 2023, we updated our wood sourcing policy with new wood sourcing risk levels by country, enhanced monitoring practices and implemented a new forestry grievance process.

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Operational Excellence

We are focused on strengthening our business resilience and improving operational efficiency to reduce our impact on the environment. Our Board’s Sustainability Committee monitors and oversees progress toward our climate-related goals and targets, our Sustainability Steering Committee leads management’s efforts to integrate corporate responsibility into our business, and our retail facilities and sustainability teams manage and track our operational energy use.

In December 2022, we established a goal to reach net-zero emissions across the Company’s scope 1, 2 and 3 greenhouse gas emissions by 2050. We are increasing our original 2030 interim emissions reduction targets from our 2021 emissions baseline for scope 1 and 2 from 40% to 42% and scope 3 from 22.5% to 25%. We report on our progress annually in our Corporate Responsibility Report, to CDP and via lowes.com/net-zero.

To reach these targets, we will focus on increasing operational efficiency and working to reduce emissions across our full value chain. We are making further investments in energy efficiency and renewable energy within our operations, while exploring emerging technologies to reduce emissions associated with our vehicle fleet and facilities. We are also focused on partnering with suppliers to decrease scope 3 emissions. We encourage suppliers to report their emissions to CDP, giving suppliers more insight into how they generate emissions, which is the first step toward helping them reduce upstream emissions. This collaboration can help suppliers increase their operational efficiency and reduce their emissions through the use of renewable energy and low-carbon innovations. When our suppliers mitigate their impacts on the climate, Lowe’s own scope 3 emissions can be reduced.

Lowe’s participates in the CDP’s climate change, forests and water security questionnaires to benchmark and quantify our environmental practices and provide transparency on our progress. Additionally, our annual Corporate Responsibility Report references the Sustainable Accounting Standards Board, the Global Reporting Initiative, and the U.N. Sustainable Development Goals, and we publish our Task Force on Climate-related Financial Disclosures (“TCFD”) Report to assess our climate-related risks and opportunities and better understand the potential impacts on our value chain.

More information about Lowe’s corporate responsibility efforts and initiatives, including our Corporate Responsibility Report and Culture, Diversity & Inclusion Report, our sustainability policies and disclosure along sustainability frameworks, is available on our website at responsibility.lowes.com. Our corporate responsibility goals are aspirational and may change, and statements regarding our goals are not guarantees or promises that they will be met.

SHAREHOLDER ENGAGEMENT

Lowe’s recognizes the value of and is committed to engaging with our shareholders and soliciting their views and input. This past year, members of Lowe’s management and the Board’s Lead Independent Director continued our long-standing practice of shareholder engagement, reinforcing our commitment to building strong, long-term relationships with our shareholders. We conduct shareholder outreach throughout the year so we can understand and consider the issues of importance to our shareholders and are able to address them appropriately.

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Since the beginning of fiscal 2023, we have met with shareholders representing over 75% of our institutionally-held shares in a number of forums, including as part of our regular investor relations outreach efforts and governance and sustainability focused dialogues. We report the feedback from our shareholders on a regular cadence to the Board’s Nominating and Governance Committee and other relevant committees as appropriate, who also provide updates to the full Board. The Board and the management teams have used this shareholder feedback to inform numerous changes to enhance our compensation, governance, human capital and sustainability efforts over the past several years, including:

The following diagram provides an overview of Lowe’s shareholder engagement cycle:

This past winter, we conducted a round of investor engagement focused primarily on governance, sustainability and human capital topics, including workforce management efforts, diversity and inclusion programs and initiatives, supply chain oversight, Board leadership and composition, sustainability and our corporate governance and executive compensation practices. As part of this engagement effort, we contacted 30 investors, representing approximately 43% of our outstanding shares at the time of outreach and met with 21 investors, representing approximately 32% of our outstanding shares. Our Lead Independent Director met with shareholders representing approximately 23% of our outstanding shares. Overall, we received generally positive feedback on our current governance, compensation and sustainability practices. We plan to continue our robust investor engagement program going forward.

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CORPORATE GOVERNANCE BEST PRACTICES

Sound and Effective Board Practices

Active Board oversight of Lowe’s strategy, business initiatives, industry positioning, workforce management, diversity and inclusion and environmental and social topics

Active Board oversight of risk management, including cybersecurity and data protection

Active Board engagement in succession planning of executive officers

Annual Board, committee, individual director and CEO evaluations

Robust shareholder engagement program, including participation of Lead Independent Director

Diverse, Engaged Board with Demonstrated Commitment to Refreshment and Independence

12 out of 13 director nominees (92%) are independent

Eight out of 13 director nominees (62%) are diverse, with six (46%) identifying as people of color and four (31%) identifying as women

Annual review of Board leadership structure

Lead Independent Director with robust and well-defined responsibilities

Audit, Compensation, Nominating and Governance, Sustainability and Technology Committees are composed solely of independent directors

Executive sessions of independent directors led by the Lead Independent Director at each Board meeting

Director mandatory retirement age of 75 years old

Proactive Board and committee refreshment with focus on optimal mix of skills and experience

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Commitment to Shareholder Rights

Shareholder ability to call special meetings

Market standard shareholder right of proxy access

Directors elected annually to serve one-year terms

Majority voting standard with director resignation policy in uncontested director elections

No shareholder rights plan

Robust year-round shareholder engagement process

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Proposal 1: Election of Directors

Proxy Statement

The Board of Directors of Lowe’s Companies, Inc. is providing these materials to you in connection with the 2024 Annual Meeting of Shareholders. The Annual Meeting will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 31, 2024 at www.virtualshareholdermeeting.com/LOW2024. This Proxy Statement and related materials were first made available starting April 18, 2024.

Proposal 1: Election of Directors

We are asking our shareholders to vote on the election of the 13 candidates nominated by the Board of Directors for election as directors.

The Board has nominated the 13 candidates named in this proposal for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. All of the nominees are currently serving as directors except Navdeep Gupta and Lawrence Simkins, whose Board service would commence upon their election at the 2024 Annual Meeting of Shareholders. The other current directors were elected to the Board at the 2023 Annual Meeting of Shareholders.

The Nominating and Governance Committee identifies, considers and recommends to the Board director candidates who have expertise that would complement and enhance the current Board’s skills and experience. It also reviews the existing time commitments of director candidates to confirm that they do not have any obligations that would conflict with the time commitments of a director of the Company. The Nominating and Governance Committee also looks to recruit candidates with different perspectives so that they can contribute to the cognitive diversity on the Board, while also recognizing the importance of having diversity of age, gender, race and ethnicity on the Board. The Nominating and Governance Committee considers a diverse slate of candidates for nomination to the Board from a number of sources, including third-party search firms and business and organizational contacts of the directors and management.

Among our 13 nominees for election to the Board, four self-identify as women and six self-identify as people of color (meaning an individual who self-identifies as African American or Black, Hispanic or Latino, Asian, Native Hawaiian or Other Pacific Islander, American Indian or Alaska Native or Two or More Races or Ethnicities).

The Board has remained mindful of refreshing its membership, with seven new independent director nominees in the last six years. At the same time, the Company also believes that it benefits from having several longer tenured directors on the Board, including our Lead Independent Director, who are familiar with the Company’s business and can help facilitate the transfer of institutional knowledge. We believe the average tenure for our independent director nominees of 5.9 years reflects the appropriate balance the Board seeks between different perspectives brought by longer-serving and new directors.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the 13 nominees named in this Proxy Statement.

		The Board of Directors unanimously recommends a vote “FOR” the election of each of the 13 nominees named in this proposal.

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Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

2		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

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Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

In making these determinations, the Committee has taken into account the individual skills and experience of these two directors, their unique contributions to the Board’s oversight of Company strategy, as well as the Company’s own Corporate Governance Guidelines and the stated preferences of our institutional investors. The Committee intends to maintain its annual assessment of director commitments.

Board Diversity

The Board is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board. The Board believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board. The Nominating and Governance Committee actively considers diversity of age, gender, race and ethnicity in recruitment of director nominees, and the composition of the Board reflects the Board’s commitment to diversity. The Nominating and Governance Committee assesses the composition, including the diversity, of the Board at least once a year and more frequently as needed, particularly when considering potential new director candidates.

Board Qualifications and Criteria

Candidates nominated for election or re-election to the Board should possess the following qualifications:

When determining whether to recommend a director for re-election, the Nominating and Governance Committee also considers the evaluation results of the Board, committees and individual directors and the attendance and overall engagement of the director in Board activities.

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Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

Director Nominees’ Skills, Backgrounds and Expertise

Our director nominees possess a balance of distinguished leadership, diverse perspectives, strategic skill sets, backgrounds and professional experience relevant to our business and strategic objectives.

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Proposal 1: Election of Directors

DIRECTOR NOMINEES

DIRECTOR NOMINEES

				RAUL ALVAREZ
				Independent Director Since: 2010 Age: 68 Lowe’s Board Committees: •  Compensation, Chair •  Sustainability •  Technology

Career Highlights:

 

•

2017–present Operating Partner of Advent International Corporation, a global private equity firm

 

•

2013–2018 Chairman of Skylark Co., Ltd., a leading restaurant operator in Japan

 

•

2006–2009 President and Chief Operating Officer of McDonald’s Corporation, a leading global foodservice retailer

 

•

1994–2006 Variety of leadership positions at McDonald’s Corporation, including President of McDonald’s North America and President of McDonald’s USA

 

•

Prior to 1994 Variety of leadership positions at Wendy’s International Inc. and Burger King Corporation

Current Public Company Directorships:

•

Eli Lilly and Company

•

First Watch Restaurant Group, Inc.

•

Traeger, Inc.

Previous Public Company Boards:

•

Dunkin’ Brands Group, Inc. (2012–2020)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Alvarez brings to the Lowe’s Board more than 40 years of experience in the retail industry, as well as extensive executive leadership experience in managing some of the world’s best known brands. As a senior executive of the leading global foodservice retailer and other global restaurant businesses, Mr. Alvarez developed in-depth knowledge of consumer marketing, brand management and strategic planning. Mr. Alvarez also brings extensive corporate governance experience through his service as a director on other public and private company boards. Additionally, Mr. Alvarez is an experienced people leader and provides valuable perspectives on talent development topics.

 

				DAVID H. BATCHELDER
				Independent Director Since: 2018 Age: 74 Lowe’s Board Committees: •  Compensation •  Nominating and Governance

Career Highlights:

 

•

1996–2015 Co-Founder, Principal and member of the Investment Committee at Relational Investors LLC, a firm that managed over $6.5 billion for some of the largest pension funds in the world

 

•

1988–2005 Principal of Relational Advisors LLC, a financial advisory and investment banking firm

 

•

Prior to 1988 Variety of executive positions at Mesa Petroleum Company, including Chief Financial Officer and President and Chief Operating Officer, and employment as an Audit Manager with Deloitte & Touche LLP

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Batchelder’s experience as a board member of several public and private companies in a wide variety of industries, including retail, provides him with valuable perspectives on corporate governance and board dynamics. In addition, his experience from Relational Investors provides our Board valuable insights into the views of institutional investors and perspectives on Company performance and opportunities. He brings to the Board over 30 years of financial management and mergers and acquisitions experience. In addition, having served in a number of senior executive positions at Mesa, Mr. Batchelder contributes to the operational management and strategic business development skills of our Board.

 

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Proposal 1: Election of Directors

DIRECTOR NOMINEES

				SCOTT H. BAXTER
				Independent Director Since: 2022 Age: 59 Lowe’s Board Committees: •  Compensation •  Technology

Career Highlights:

 

•

August 2021–present President, Chief Executive Officer and Chair of the Board of Kontoor Brands, Inc., a global lifestyle apparel company

 

•

August 2018–August 2021 President and Chief Executive Officer of Kontoor following announcement by VF Corporation, one of the world’s largest apparel, footwear and accessories companies, of its intention to separate its jeanswear organization into an independent, publicly traded company

 

•

January 2018–August 2018 Group President, Americas West at VF Corporation

 

•

2007–2017 Variety of leadership positions at VF Corporation, including Group President, Outdoor & Action Sports, Americas; Vice President, VF Corporation & Group President, Jeanswear, Imagewear and South America; and President of the Licensed Sports Group

 

•

Prior to 2007 Senior Vice President, Services division at The Home Depot, Inc. and leadership roles at Edward Don & Company, PepsiCo and Nestle

Current Public Company Directorships:

•

Kontoor Brands, Inc.

Previous Public Company Boards:

•

Topgolf Callaway Brands Corp. (2019–2023)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Baxter brings to the Lowe’s Board extensive executive leadership experience in the retail industry, as well as expertise in marketing and brand management and developing digital growth strategies in support of an omnichannel customer experience. Mr. Baxter also has a strong background in a number of other critical areas, including operations, merchandising and sourcing, sales and strategic planning. Mr. Baxter is skilled in human capital matters and brings to the Board valuable insights on talent management and development.

 

				SANDRA B. COCHRAN
				Independent Director Since: 2016 Age: 65 Lowe’s Board Committees: •  Audit •  Sustainability, Chair

Career Highlights:

 

•

November 2023–February 2024 Executive Chair of Cracker Barrel Old Country Store, Inc., a restaurant and retail concept with locations throughout the United States

 

•

2011–October 2023 President and Chief Executive Officer of Cracker Barrel

 

•

2010–2011 President and Chief Operating Officer of Cracker Barrel

 

•

2009–2010 Executive Vice President and Chief Financial Officer of Cracker Barrel

 

•

2004–2009 Chief Executive Officer of Books-A-Million, Inc., a book retailer in the southeast United States

 

•

1992–2004 Variety of leadership positions at Books-A-Million, including President, Chief Financial Officer and Vice President of Finance

Current Public Company Directorships:

•

Signet Jewelers Limited

Previous Public Company Boards:

•

Cracker Barrel Old Country Store, Inc. (2011–2024)

•

Dollar General Corporation (2012–2020)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Ms. Cochran brings to Lowe’s Board more than 30 years of retail experience as well as expertise in a number of critical areas, including marketing, risk management and strategic planning. Ms. Cochran also has significant executive-level financial experience, which she developed while serving in multiple leadership finance positions, including Chief Financial Officer of both Cracker Barrel Old Country Store, Inc. and Books-A-Million, Inc. Her financial expertise will continue to be an asset as the Company continues to develop its capabilities as an omnichannel home improvement retailer.

 

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		7

Proposal 1: Election of Directors

DIRECTOR NOMINEES

				LAURIE Z. DOUGLAS
				Independent Director Since: 2015 Age: 60 Lowe’s Board Committees: •  Audit •  Nominating and Governance •  Technology, Chair

Career Highlights:

 

•

2019–Present Senior Vice President, Chief Information Officer and Chief Digital Officer of Publix Super Markets, Inc., an operator of retail food and pharmacy in the southeast United States

 

•

2006–2018 Senior Vice President, Chief Information Officer and Chief Security Officer of Publix Super Markets

 

•

2004–2005 Senior Vice President and Chief Information Officer of FedEx Kinko’s Office and Print Services, Inc.

 

•

2003–2004 Senior Vice President and Chief Information Officer of Kinko’s, Inc.

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Ms. Douglas brings to Lowe’s Board many years of setting the enterprise technology, digital and security visions and driving the related implementations for two Fortune 500 companies. Ms. Douglas’ expertise spans broad IT disciplines, including application development and infrastructure, digital and mobile, omnichannel, cybersecurity, data protection and regulatory compliance. Ms. Douglas is a highly respected technology leader focused on driving shareholder value with technology solutions that foster premier customer service, operational excellence and profitable growth and has financial management responsibility for IT investments. Ms. Douglas also has relevant experience with emerging technologies to ensure ongoing relevance as technology changes at an unprecedented rate. Additionally, Ms. Douglas is skilled in the area of human capital management, having been responsible for the hiring, training and retention of technology and digital teams.

 

				RICHARD W. DREILING
				Lead Independent Director   Independent Director Since: 2012 Age: 70 Lowe’s Board Committees: •  Nominating and Governance

Career Highlights:

 

•

January 2023–Present Chairman and Chief Executive Officer of Dollar Tree, Inc., a leading operator of discount variety stores

 

•

March 2022–January 2023 Executive Chairman of Dollar Tree

 

•

2015–2016 Chairman of Dollar General Corporation, one of the nation’s largest discount retailers

 

•

2008–2015 Chief Executive Officer and Chairman of Dollar General

 

•

2007–2008 President, Chief Executive Officer and Chairman of Duane Reade Holdings, Inc. and Duane Reade Inc., an operator of a chain of retail drug stores in New York City

 

•

2005–2007 President and Chief Executive Officer of Duane Reade Holdings, Inc. and Duane Reade Inc.

 

•

Prior to 2005 Variety of senior leadership positions at Longs Drug Stores Corporation, Safeway, Inc. and Vons Co Inc.

Current Public Company Directorships:

•

Dollar Tree, Inc.

Previous Public Company Boards:

•

Kellogg Company (2016–2023)

•

PulteGroup, Inc. (2015–2022)

•

Aramark Corporation (2016–2022)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Dreiling brings to Lowe’s Board more than 50 years of retail industry experience at all operating levels and a unique perspective as a result of his experience progressing through the ranks within various retail companies. Over the course of his career, Mr. Dreiling has developed deep insight into all key areas of a retail business as a result of his experience overseeing the operations, marketing, manufacturing and distribution functions of a number of retail companies. Mr. Dreiling also has strong business development expertise in expanding the footprint and offerings provided by several retailers into new regions.

 

8		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Proposal 1: Election of Directors

DIRECTOR NOMINEES

				MARVIN R. ELLISON
				Chairman of the Board      Director Since: 2018 Age: 59

Career Highlights:

 

•

May 2021–Present Chairman, President and Chief Executive Officer of Lowe’s

 

•

2018–May 2021 President and Chief Executive Officer of Lowe’s

 

•

2016–2018 Chairman of the Board and Chief Executive Officer of J. C. Penney Company, Inc., a department store retailer

 

•

2015–2016 Chief Executive Officer of J. C. Penney Company

 

•

2014–2015 President of J. C. Penney Company

 

•

2002–2014 Variety of leadership positions at The Home Depot Inc., a home improvement retailer, including Executive Vice President–U.S. Stores; President–Northern Division; Senior Vice President–Logistics; Vice President–Logistics; and Vice President–Loss Prevention

 

•

1987–2002 Variety of operational roles with Target Corporation

Current Public Company Directorships:

•

FedEx Corporation

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Ellison has more than 35 years of leadership and operational experience in the retail industry, including expertise in managing a large network of stores and employees as well as global logistics networks. He brings extensive experience in the home improvement industry, having spent 12 years in senior-level operations roles with The Home Depot, where he oversaw U.S. sales, operations, installation services, tool rental and Pro strategic initiatives, and improved customer service and efficiency across the organization to serve both DIY and Pro customers.

 

				NAVDEEP GUPTA
				New Director Nominee    Age: 51

Career Highlights:

 

•

2021–Present Executive Vice President, Chief Financial Officer of DICK’S Sporting Goods, Inc., a leading omnichannel sporting goods retailer

 

•

2017–2021 Senior Vice President, Chief Accounting Officer of DICK’S

 

•

2006–2017 Variety of senior leadership positions at Advance Auto Parts, Inc., a leading retailer of automotive replacement parts and accessories, including Senior Vice President, Finance; Chief Audit Executive; and Vice President, Finance and Treasurer

 

•

2003–2006 Management roles at Sprint Nextel Corporation

 

•

1993–2000 Lieutenant in the Indian Navy

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Gupta brings extensive retail finance and management experience to the Lowe’s Board. Over the course of his career, Mr. Gupta has developed deep insight into the complex financial and strategic issues facing large public retail companies, and he provides valuable perspectives in the areas of risk management, business development and accounting. In his role as Chief Financial Officer at DICK’S, Mr. Gupta also oversees GameChanger, a live streaming, scoring and statistic mobile app for youth sports, and brings to the Lowe’s Board experience in digital platforms and technology.

 

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		9

Proposal 1: Election of Directors

DIRECTOR NOMINEES

				BRIAN C. ROGERS
				Independent Director Since: 2018 Age: 68 Lowe’s Board Committees: •  Audit •  Nominating and Governance, Chair

Career Highlights:

 

•

2017–2019 Non-Executive Chairman of T. Rowe Price Group, Inc., a global investment management organization

 

•

2007–2017 Chairman of T. Rowe Price Group

 

•

2004–2017 Chief Investment Officer of T. Rowe Price Group

 

•

1982–2004 Variety of senior leadership positions at T. Rowe Price Group

 

•

Prior to 1982 Employed at Bankers Trust Company

Current Public Company Directorships:

•

RTX Corporation

Previous Public Company Boards:

•

T. Rowe Price Group, Inc. (1997–2019)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Through his extensive investment and management roles, including Chief Investment Officer of a large investment management firm, Mr. Rogers provides the Board with financial, investment and risk management expertise. In addition, Mr. Rogers’ experience at T. Rowe Price, including as portfolio manager of one of the firm’s largest funds, The T. Rowe Price Equity Income Fund, from its inception until 2015, provides our Board valuable insights into the views of institutional investors and perspectives on Company performance and opportunities.

 

				BERTRAM L. SCOTT
				Independent Director Since: 2015 Age: 73 Lowe’s Board Committees: •  Audit, Chair •  Nominating and Governance

Career Highlights:

 

•

2015–2019 Senior Vice President of Population Health and Value Based Care at Novant Health, a leading healthcare provider

 

•

2012–2014 President and Chief Executive Officer of Affinity Health Plan, a provider of New York State-sponsored health coverage

 

•

2010–2011 President, U.S. Commercial of CIGNA Corporation, a global health services organization

 

•

2000–2010 Executive Vice President and Chief Institutional Development and Sales Officer of TIAA-CREF

 

•

2000–2007 President and Chief Executive Officer of TIAA-CREF Life Insurance Company

Current Public Company Directorships:

•

Becton, Dickinson and Company

•

Dollar Tree, Inc.

•

Equitable Holdings, Inc. and certain wholly-owned subsidiaries

Previous Public Company Boards:

•

AllianceBernstein Holding L.P (2020–2022)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Scott has served in a variety of senior leadership positions in organizations that are in highly regulated industries and brings valuable experience to Lowe’s Board in the areas of development and implementation of strategy, mergers and acquisitions and integration. Mr. Scott also brings significant experience and responsibility in the areas of sales and marketing in his roles as Executive Vice President and Chief Institutional Development and Sales Officer of TIAA-CREF and President and Chief Executive Officer of TIAA-CREF Life Insurance Company.

 

10		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Proposal 1: Election of Directors

DIRECTOR NOMINEES

				LAWRENCE SIMKINS
				New Director Nominee Age: 62

Career Highlights:

 

•

2001–2022 President and Chief Executive Officer of The Washington Companies, a group of privately owned companies and select public company investments in the sectors of rail and marine transportation, shipyards, mining, environmental construction, heavy equipment sales and aviation products

 

•

1988–2001 Variety of senior leadership roles at The Washington Companies, including Executive Vice President; President of Westran, Inc., a long haul trucking company; Controller of Washington Construction, an engineering and construction services company; Vice President of Envirocon, Inc., an environmental remediation company; and Internal Auditor of The Washington Companies

 

•

1985–1988 Bank Examiner at the Federal Reserve Bank of Minneapolis

Previous Public Company Boards:

•

Atlas Corp. (2019–2023)

•

Seaspan Corporation (2017–2020)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Mr. Simkins has more than 30 years of leadership and operational management experience. As Chief Executive Officer of The Washington Companies, Mr. Simkins led multiple operating companies in a variety of sectors and provides in-depth knowledge into the key areas of strategic business development, safety, supply chain management and mergers and acquisitions. In addition to extensive finance and accounting expertise, he brings valuable perspectives on corporate governance through his past service as a member of the board of each individual Washington company where he provided enterprise-wide leadership and strategic direction.

 

				COLLEEN TAYLOR
				Independent Director Since: 2022 Age: 56 Lowe’s Board Committees: •  Audit •  Sustainability

Career Highlights:

 

•

2020–Present President, U.S. Merchant Services at American Express Company, a diversified financial services company

 

•

2019–2020 Executive Vice President, Merchant Services at Wells Fargo & Company, a banking and financial services company

 

•

2017–2019 Executive Vice President, New Payments at Mastercard Incorporated, a technology company in the global payments industry

 

•

2009–2017 Variety of leadership positions at Capital One Financial Corporation, a diversified financial services holding company, including Executive Vice President, Head of Treasury Management, Merchant Services and Enterprise Payments

Previous Public Company Boards:

•

Bill.com Holdings, Inc. (2020–2022)

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Ms. Taylor brings to the Lowe’s Board many years of senior leadership experience in the highly-regulated financial services industry with expertise in banking, merchant services and payments, as well as a strong background in a number of other critical areas, including risk management, strategic planning, mergers and acquisitions and brand management. As an experienced payments executive, Ms. Taylor has been the accountable executive for technology and e-commerce capabilities delivered to some of the world’s largest merchants, acquirers and processors. In her roles, Ms. Taylor has been responsible for technology risk management, the development of complex enterprise technology roadmaps and cybersecurity oversight. Additionally, Ms. Taylor is a highly experienced people leader and has led large global sales, product management and operations teams.

 

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		11

Proposal 1: Election of Directors

DIRECTOR NOMINEES

				MARY BETH WEST
				Independent Director Since: 2021 Age: 61 Lowe’s Board Committees: •  Audit •  Sustainability

Career Highlights:

 

•

2017–2020 Senior Vice President, Chief Growth Officer of The Hershey Company, a global confectionary manufacturer and marketer

 

•

2015–2017 Executive Vice President, Chief Customer and Marketing Officer of J. C. Penney Company, Inc., a department store retailer

 

•

2012–2014 Executive Vice President, Chief Category and Marketing Officer of Mondelez International, Inc., one of the world’s largest snack companies

 

•

2007–2012 Chief Marketing Officer of Kraft Foods, Inc.

 

•

1986–2007 Variety of other general management and marketing roles at Kraft Foods, Inc.

Current Public Company Directorships:

•

Albertsons Companies, Inc.

•

Hasbro, Inc.

 

Specific Experience, Qualifications, Attributes and Skills Relevant to Lowe’s

Ms. West brings to the Lowe’s Board extensive executive leadership experience in marketing and building some of the world’s most iconic brands. Ms. West has a strong background in developing compelling retail and sales experiences and managing large teams and possesses expertise in a number of critical areas, including strategic and operational planning and execution. In addition, Ms. West brings deep experience in developing growth strategies for complex consumer-brand and retail organizations using insights, analytics, innovation and research and development.

 

12		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Corporate Governance

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		13

Corporate Governance

COMPENSATION OF DIRECTORS

14		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Corporate Governance

COMPENSATION OF DIRECTORS

Deferral of Annual Retainer Fees

Each non-employee director may elect to defer receipt of all, or a portion in 25% increments, of the annual retainer and any committee chair or Lead Independent Director fees otherwise payable to the director in cash. Deferrals are credited to a bookkeeping account as of the date retainers or fees otherwise would have been paid, and account values are adjusted based on the investment alternative selected by the director. One investment alternative adjusts the account value based on interest calculated in the same manner and at the same rate as interest on amounts invested in the short-term interest fund option available to employees participating in the Lowe’s 401(k) Plan, a tax-qualified, defined contribution plan sponsored by the Company. The other investment alternative assumes that the deferrals are invested in common stock with reinvestment of all dividends. At the end of each year, a director participating in the plan makes an election to allocate the fees deferred for the following year between the two investment alternatives in 25% increments. Account balances may not be reallocated between the investment alternatives. Account balances are paid in cash in a single sum payment following the termination of a director’s service.

Fiscal 2023 Compensation

The following table shows the compensation paid to each non-employee director who served on the Board in fiscal 2023:

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		15

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

The following table shows the number of deferred stock units held by each non-employee director as of February 2, 2024:

Director Stock Ownership Guidelines

To provide for our directors to become and remain meaningfully invested in our common stock, non-employee directors are required to own shares of common stock having a market value equal to five times the annual retainer fee payable to them. A non-employee director must meet the stock ownership requirement within five years of becoming a member of the Board. In addition to shares owned by non-employee directors, the full value of deferred stock units is counted for purposes of determining a director’s compliance with the stock ownership requirement. All of our current directors have met or are on track to meet their stock ownership requirement within the five-year timeframe.

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

Attendance at Board and Committee Meetings

During fiscal 2023, the Board held five meetings. Each incumbent director attended 85% or more of the aggregate number of meetings of the Board and committees of the Board on which the director served during fiscal 2023.

Executive Sessions of the Independent Directors

The independent directors meet in executive session at each of the regularly scheduled Board meetings and as necessary at other Board meetings. The Lead Independent Director presides over these executive sessions and, in the Lead Independent Director’s absence, the independent directors will select another independent director present to preside.

Annual Meetings of Lowe’s Shareholders

Directors are expected to attend the Annual Meeting of Shareholders. All directors in office at the time attended last year’s Annual Meeting of Shareholders, which was held virtually.

16		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		17

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

18		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

The Board has a robust set of responsibilities for the Lead Independent Director role as outlined below.

The Board will review its leadership structure at least once a year, and otherwise as appropriate, to help it maintain a leadership model best suited to the Company and our shareholders.

Board’s Role in Corporate Strategy

Our Board is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our Company’s business strategy, including the risks and opportunities facing the Company, at an annual strategic planning session. In addition, long-range strategic issues, including the performance and strategic fit of our businesses, are discussed as a matter of course at Board meetings. Our Board regularly discusses corporate strategy throughout the year with management formally as well as informally and during executive sessions of the Board as appropriate. As discussed in the “Board’s Role in Risk Oversight” section below, our Board views risk management and oversight as an integral part of our strategic planning process, including mapping key risks to our corporate strategy and seeking to manage and mitigate risk. Our Board also views its own composition as a critical component to effective strategic oversight. Accordingly, our Board and relevant Board committees consider our business strategy and the Company’s regulatory, geographic and market environments when assessing Board composition and director succession.

Board’s Role in Workforce Management

The Board views effective management of the workforce and Company culture as key to the Company’s ability to execute its long-term strategy. The full Board oversees workforce management and regularly engages with our Chairman, President and Chief Executive Officer, our Executive Vice President, Human Resources and senior leadership on a broad range of related topics. The full Board reviews talent management topics as standing agenda items, including CEO and senior management succession planning, diversity and inclusion and culture.

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		19

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

As required by our Corporate Governance Guidelines, the Board considers at least annually succession planning for the Chief Executive Officer, and there is available, on a continuing basis, a recommendation to the Board from the Chief Executive Officer as to a succession plan should the Chief Executive Officer be unexpectedly unavailable or unable to serve. Our Chief Executive Officer and our Executive Vice President, Human Resources meet at least annually with the Board on succession planning for the Chief Executive Officer’s staff and other key positions in the Company. The Board reviews candidates for all executive officer positions to confirm that qualified successor-candidates are available for all key positions and that development plans are utilized to strengthen the skills and qualifications of successor-candidates.

Board’s Role in Environmental and Social Issues

The Board views oversight and effective management of environmental and social issues and their related risks as important to the Company’s ability to execute its strategy and achieve long-term sustainable growth. In addition to oversight by the full Board, the Board has also delegated primary responsibility for more frequent and in-depth oversight of the Company’s environmental and social strategy to the Sustainability Committee. The Sustainability Committee of the Board receives regular updates on environmental and social topics from our Vice President, Corporate Sustainability. The Board also coordinates with its other committees to provide active Board- and committee-level oversight of the Company’s management of environmental and social related risks across the relevant committees.

Board’s Role in Oversight of Political Advocacy

The Nominating and Governance Committee has oversight of Lowe’s government relations activities, including political contributions, trade association memberships, lobbying priorities and the Lowe’s Companies, Inc. Political Action Committee (“LOWPAC”). As part of its oversight role, the Committee monitors our ongoing political strategy as it relates to the overall public policy objectives for the Company. At least annually, our Vice President, Government Affairs provides the Committee with an overview of political contributions from corporate funds, if any, LOWPAC contributions, lobbying expenditures and information regarding our memberships with and payments to trade associations. Lowe’s generally does not make contributions from corporate funds to political campaigns, super political action committees or political parties. Political contributions made by LOWPAC are approved by the Vice President, Government Affairs, with strategic guidance from its advisory board, which consists of members of management across corporate and operational roles. All political advocacy is conducted to promote the interests of the Company and is made without regard for the private political preferences of Lowe’s directors or executives. For the fourth year in a row, in 2023, we ranked in the First Tier of the CPA-Zicklin Index, an annual assessment which benchmarks political disclosure and accountability policies and practices for election-related spending of leading U.S. public companies.

20		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

Board’s Role in Risk Oversight

Overview

A summary of the current allocation of general risk oversight functions among management, the Board and its committees is as follows:

The primary responsibility for the identification, assessment and management of the various risks that we face begins with management. At the management level, risks are prioritized and assigned to senior leaders based on the risk’s relationship to the leader’s business area and focus. Those senior leaders develop plans to respond to the risks and measure the progress of risk management efforts through both a short and long-term approach. Our Chief Legal Officer provides centralized oversight of Lowe’s enterprise risk management program, which is managed by our Chief Compliance Officer and the Office of Enterprise Risk Management in partnership with the Enterprise Risk Council (“ERC”), which is comprised of senior Company leaders with broad enterprise experience.

						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		21

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

The ERC supports the execution of the enterprise risk management program by (i) working to identify, assess and categorize existing risks faced by the Company, (ii) identifying senior leaders responsible for managing such risks and (iii) evaluating action plans and progress to appropriately manage those risks. Additionally, the ERC identifies and assesses emerging risks in partnership with other senior leaders in alignment with new strategic initiatives and in response to the evolving business and industry landscape. Our enterprise risk register is evaluated and refreshed annually, which is then used to guide our risk mitigation, planning and progress reporting throughout the year. A longer-term lens of review, monitoring and development of mitigation activities may be applied to certain risks upon assessing potential impacts to our business in coordination with other internal functions and with input from industry data sources and benchmarking. Our enterprise risk management program operates separately from but in coordination with our disclosure controls and procedures, with the processes informing each other in the context of identification, assessment and management of risks and the assessment of appropriate disclosures.

The Audit Committee coordinates the Board’s and each committee’s risk oversight. The Board’s ongoing oversight of risk occurs at both the full Board and the Board committee level on a more focused basis as discussed throughout this Proxy Statement. ERC leadership annually provides an overview of the enterprise risk management program to the Audit Committee and the full Board of Directors, which includes information on the Company’s enterprise risk assessment process, key conclusions, categorizations and trends in identified risk exposures and mitigation focus areas. ERC leadership or the Chief Legal Officer also meet individually with each Board committee chair and the Lead Independent Director to obtain their perspectives on risks facing the Company and provides the Board with feedback on its enterprise risk assessments, as well as updates on the program, risk time horizons and trends in and status of key risks facing the business. Directors facilitate further discussion of risk matters in executive session as they deem necessary. Each of the Board committees regularly receives updates on key risk areas within their oversight responsibility from members of management with primary responsibility for managing those risk areas. For example, the Audit Committee receives regular updates from the Chief Legal Officer and Chief Compliance Officer on legal and regulatory risk and compliance matters. The Board or an appropriate committee of the Board also are periodically presented with materials reflecting “deep dive” analyses of particular risk topics.

The Board’s oversight of risks is designed to confirm that management has processes in place to deal appropriately with risk and to integrate management of such risks with the Company’s business strategy as a whole. For example, our principal strategic risks are reviewed as part of the Board’s regular discussion of our strategy and alignment of specific initiatives with that strategy. Similarly, at every meeting the Board reviews the principal factors influencing our operating results, including the competitive environment, and discusses the major events, activities, risks and challenges affecting the Company with our senior executive officers.

Cybersecurity and Data Protection Risk Oversight

We have adopted physical, technological and administrative controls on cybersecurity. We require that cybersecurity awareness and data privacy training, along with company-wide and tailored training programs, be provided to associates annually. We also regularly conduct phishing and social engineering simulations, and host events to increase awareness, including an annual cybersecurity awareness summit and monthly campaigns.

We leverage the National Institute of Standards and Technology security frameworks as well as established internal security standards, industry practices and applicable regulatory requirements. Our program is designed to comply with a range of applicable industry standards, such as the Payment Card Industry Data Security Standard. A cross-functional team conducts periodic simulated exercises, and we perform regular vulnerability scanning and conduct vulnerability testing during the software development life cycle. In the event of a security incident, a defined procedure outlines containment, response and recovery actions that draw on resources and leadership across the Company, as needed.

We collaborate with internal stakeholders and third-party assessors and consultants to conduct regular reviews, tests and audits of our security program. This coordinated approach reviews security controls that safeguard our information assets, including payment information, through processes such as security control assessments and third-party penetration testing. Additionally, we utilize tabletop exercises, penetration and vulnerability testing, red team exercises, simulations, and other evaluations to improve our security measures and strategies. We also maintain cybersecurity insurance coverage that provides protection against potential losses arising from certain cybersecurity

22		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024

Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

incidents. Our Chief Digital and Information Officer (“CDIO”), our Chief Information Security Officer (“CISO”) and senior members of our information security group are responsible for identifying, assessing and managing risks from cybersecurity threats.

Oversight responsibility over cybersecurity risk is shared by the Board and the Audit Committee, with the Audit Committee being primarily responsible for overseeing risks related to cybersecurity, data protection and privacy matters. The Audit Committee regularly reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status and the current and emerging threat landscape, in addition to the results of third-party reviews and assessments of our security controls. Our CDIO or CISO provide regular cybersecurity updates in the form of written reports and presentations to the Audit Committee at its quarterly meetings, which are also provided to the full Board. We also have protocols by which certain cybersecurity incidents are escalated and, where appropriate, reported to the Audit Committee in a timely manner.

For more information on our cybersecurity risk management, strategy and governance, see “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for the fiscal year ended February 2, 2024.

Compensation Committee Advisors

The Compensation Committee has sole authority under its charter to retain compensation consultants and other advisors and to approve such consultants’ and advisors’ fees and retention terms. In 2023, Semler Brossy Consulting Group, LLC acted as the independent compensation consultant and provided the Compensation Committee with advice and support on executive and non-employee director compensation matters. The compensation consultant assists with peer group identification and benchmarking, design of the Company’s executive compensation program and conduct of an annual risk assessment related thereto, review of compensation-related disclosures and related services. A more detailed description of the services performed by the Compensation Committee’s compensation consultant in fiscal 2023 is included in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The Compensation Committee has reviewed and confirmed the independence of its compensation consultant. Neither the compensation consultant nor any of its affiliates provide any services to the Company except for services provided to the Compensation Committee.

How to Communicate with the Board of Directors and Independent Directors

Shareholders and other interested parties can communicate directly with the Board by sending a written communication addressed to the Board or to any member individually in care of Lowe’s Companies, Inc., 1000 Lowes Boulevard, Mooresville, North Carolina 28117. Shareholders and other interested parties wishing to communicate with Mr. Dreiling, as Lead Independent Director, or with the independent directors as a group may do so by sending a written communication addressed to Mr. Dreiling, in care of Lowe’s Companies, Inc. at the above address. Any communication addressed to a director that is received at Lowe’s principal executive offices will be delivered or forwarded to the individual director as soon as practicable. Lowe’s will forward all communications received from its shareholders or other interested parties that are addressed simply to the Board, to the Chairman, to the Lead Independent Director or to the Chair of the committee of the Board whose purpose and function is most closely related to the subject matter of the communication. All such communications are promptly reviewed before being forwarded to the addressee. Lowe’s generally will not forward to directors a shareholder communication that it determines to be primarily commercial in nature or that relates to an improper or irrelevant topic or requests general information about the Company.

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Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

Board Committees

The Board has five current standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Sustainability Committee and the Technology Committee. The Board may also establish other committees from time to time as it deems necessary. The Board does not have a fixed schedule for rotation of committee membership; however, the Board’s policy generally is to limit Audit Committee, Compensation Committee and Nominating and Governance Committee chair tenure to five years. Committee members and committee chairs are appointed by the Board. The members of these committees as of February 2, 2024 are identified in the following table:

Member

Raul Alvarez				Chair
David H. Batchelder
Scott H. Baxter
Sandra B. Cochran								Chair
Laurie Z. Douglas										Chair
Richard W. Dreiling
Marvin R. Ellison
Brian C. Rogers						Chair
Bertram L. Scott		Chair
Colleen Taylor
Mary Beth West
Number of Meetings in Fiscal 2023		9		6		5		2		2

Each of the current committees acts pursuant to a written charter adopted by the Board. A copy of each committee charter and the Corporate Governance Guidelines are available on the Company’s website at ir.lowes.com.

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Corporate Governance

BOARD MEETINGS, BOARD LEADERSHIP STRUCTURE, KEY BOARD RESPONSIBILITIES AND COMMITTEES

The following table provides information about the key functions of each of the current standing Board committees, each of which report regularly to the full Board:

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Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table provides information about the beneficial ownership of common stock as of March 25, 2024, except as otherwise noted, by each person known by the Company to beneficially own more than 5% of the outstanding shares of common stock, as well as each director, nominee for director, named executive officer and all current directors and executive officers as a group. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities indicated as beneficially owned by such person, subject to community property laws where applicable. Unless otherwise indicated, the address for each of the beneficial owners is c/o Lowe’s Companies, Inc., 1000 Lowes Boulevard, Mooresville, North Carolina 28117.

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Compensation Discussion and Analysis

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains the key elements of our executive compensation program and compensation decisions as they relate to the following named executive officers (“NEOs”) of the Company in the 2023 fiscal year:

Our CD&A is organized as follows:

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

I. EXECUTIVE SUMMARY

We seek to generate long-term sustainable shareholder value by driving operational excellence throughout the enterprise, consistently generating high levels of cash flow and optimizing our capital deployment. We have demonstrated a strong commitment to returning capital to our shareholders and continued dividend growth since 1961.

Our total shareholder return (“TSR”) has been positive over one-year, three-year and five-year periods, and we have outperformed our Peer Group in each period.

   TSR data is as of February 2, 2024, the Company’s fiscal year end.

⁽¹⁾ Includes companies in the Peer Group identified on page 37.    

Fiscal 2023 Financial Highlights** and Incentive Program Outcomes

In fiscal 2023, we delivered solid financial performance despite a challenging macroeconomic backdrop – with total sales of more than $86 billion, diluted EPS of $13.20 and adjusted diluted EPS* of $13.09. Despite lower sales, we grew operating margin to 13.4% and adjusted operating margin* to 13.3% through our disciplined cost management and focus on our productivity initiatives. We also delivered growth in Pro and online, two of our key growth drivers within our Total Home strategy. We continue to invest in supply chain, technology and omnichannel capabilities to put us in a strong position to take share when the home improvement market recovers.

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

We expected a slight decline in the home improvement market in 2023 and comparable sales in a range of flat to down 2% due to the macroeconomic environment. Our incentive goals were set based on that expectation and aligned with our financial guidance provided to investors at the beginning of the fiscal year. However, given the sharper than expected pullback in DIY demand across the home improvement industry, our overall financial performance relative to the goals established at the beginning of the fiscal year was below our expectations. That outcome is reflected in our annual incentive awards paying out between threshold and target at 62.97% of target, as described in more detail below.

Our ROIC* has more than tripled over the last five years from 11.2% in 2018 to 36.4% in 2023. Our multi-year improvement in ROIC and our outperformance on relative TSR compared to peers and the S&P 500 is reflected in the payout of our performance share unit awards for 2021 to 2023. Our average adjusted ROIC of 36.7% for the three-year period ending in 2023 exceeded our maximum performance goal of 33.0% set at the beginning of the period. Additionally, our TSR exceeded the median of the companies in the S&P 500 Index by 13.4%. These long-term results are reflected in the 183.06% of target payout of our performance share unit awards.

Overall, we believe our incentive programs are aligned with important inputs to shareholder value creation and these incentive outcomes reflect our strong commitment to aligning pay and short and long-term performance within our executive compensation programs.

Our Total Home Strategy

At the end of 2020, we unveiled our Total Home strategy to grow our market share by providing a one-stop solution for every project across the home for both DIY and Pro customers. As a result of our solid financial performance, we were able to deliver value to shareholders through the payment of $2.5 billion in dividends and the repurchase of $6.3 billion of our common stock in fiscal 2023. We are confident that we are making the right investments in the business to generate long-term growth and continue to create sustainable shareholder value.

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Compensation Philosophy and Objectives

Our long-term ability to generate sustained shareholder returns, drive improvement in financial results and become the employer of choice in retail depends on our ability to attract and retain highly talented leaders who are committed to our mission, growth and strategy. Our executive compensation program is designed to drive long-term shareholder value by aligning our business strategies and operating priorities with shareholders’ interests and rewarding executives for growth in the Company’s sales and earnings. A significant portion of compensation is based on variable pay arrangements that align pay with performance against metrics tied to our strategy and business plan with a balanced focus on top- and bottom-line growth.

The primary objectives of our executive compensation program are to:

2023 Executive Compensation

We have a long-standing commitment to pay for performance and provide a significant portion of compensation opportunities through variable pay arrangements. These arrangements are designed to hold our executive officers accountable for business results and reward them for consistently strong financial performance and the creation of value for our shareholders. To align pay with performance, our incentive compensation programs use objective pre-established performance measures: sales, operating income, inventory turnover and Pro sales growth for our annual incentive plan and ROIC, along with a relative TSR modifier, for our performance share units. We believe these financial metrics are important inputs to sustained shareholder value creation. Each of these performance measures is further described beginning on page 39.

Our 2023 executive compensation program consisted of the following elements:

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Our compensation mix is heavily performance-based with 73% of the CEO’s and 67% of the other NEOs’ average annualized target compensation at-risk and contingent upon the achievement of performance objectives or relative and absolute share price performance. Additionally, 77% of the CEO’s and 68% of the other NEOs’ average compensation is in the form of long-term incentives.

How Our Executive Compensation is Tied to Performance

A significant portion of our executive compensation program is performance-based with a balanced focus on top- and bottom-line growth and strategic initiatives. The metrics determined by the Compensation Committee, as described below, incentivize our executives to focus on operational objectives that are expected to drive sustainable shareholder value.

Based on our performance in fiscal 2023, the CEO and other NEOs received the following payouts of performance-based compensation:

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