8-K/ALeadership Changes

HOME DEPOT, INC. 8-K/A Report, Executive Changes (May 29, 2019)

Filed May 29, 2019For Securities:HD

Summary

This 8-K/A filing from Home Depot (HD) serves as an amendment to a prior report, primarily detailing the compensation arrangements for Richard McPhail in his new role as Executive Vice President and Chief Financial Officer, effective September 1, 2019. This follows the previously announced retirement of Carol Tomé from the CFO position. The amendment focuses on the financial incentives and equity awards granted to Mr. McPhail to align his compensation with his increased responsibilities and the company's performance. Investors should note the specific salary, incentive targets, and equity awards structured for Mr. McPhail. These include a base salary of $700,000, an annual incentive target of 100% of base salary under the Management Incentive Plan, and significant equity grants in the form of restricted shares and stock options. The vesting schedules for these equity awards are designed to incentivize long-term commitment and performance, with specific terms tied to continued employment and company performance goals.

Key Highlights

  • 1Richard McPhail appointed Executive Vice President and Chief Financial Officer, effective September 1, 2019.
  • 2Carol Tomé, the current CFO, is retiring effective August 31, 2019.
  • 3Mr. McPhail's new annual base salary will be $700,000.
  • 4His annual incentive target under the Management Incentive Plan (MIP) is set at 100% of base salary.
  • 5Mr. McPhail will receive equity incentives including performance shares, performance-based restricted stock, and stock options, with a total value to be determined.
  • 6An immediate grant of $250,000 in restricted shares and $250,000 in stock options will be awarded upon promotion.
  • 7Vesting for the restricted shares is staggered over 30 and 60 months, while stock options vest over four years, all contingent on continued employment.

Frequently Asked Questions

This 8-K amendment provides details on the compensation package for Richard McPhail, who is taking over as Executive Vice President and Chief Financial Officer, following the retirement of Carol Tomé. It outlines his new salary, incentive targets, and equity awards.

Richard McPhail's promotion to Executive Vice President and Chief Financial Officer is effective September 1, 2019. His new annual base salary will be $700,000 starting on that date.

Mr. McPhail's compensation includes a $700,000 base salary, an annual incentive target of 100% of his base salary under the MIP, and significant equity awards. These equity awards consist of restricted shares and stock options, with specific grant values and vesting schedules designed to incentivize long-term performance and retention.

Mr. McPhail will receive an immediate grant of restricted shares valued at $250,000 and stock options valued at $250,000. These awards are subject to vesting over periods of 30 and 60 months for restricted shares, and over four years for stock options, contingent on his continued employment. This structure aims to align his financial interests with those of shareholders and encourage long-term commitment to the company.