UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LOWE’S COMPANIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2019

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS & PROXY STATEMENT

LOWE’S COMPANIES, INC.

1000 Lowes Boulevard

Mooresville, North Carolina 28117

(704)758-1000

Notice of 20192021 Annual Meeting of Shareholders

April 18, 201915, 2021

The 20192021 Annual Meeting of Shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) will be held virtually via live audio webcast at 10:00 a.m., Eastern Time, on Friday, May 31, 201928, 2021 at the Ballantyne Hotel, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina 28277,www.virtualshareholdermeeting.com/LOW2021, for the purpose of voting on the following matters:

The Board of Directors unanimously recommends a vote “FOR” itemseach of the director nominees in proposal 1, “FOR” proposals 2 and 3.3, and a vote “AGAINST” the shareholder proposal. 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 22, 20192021 will be entitled to notice of, and to vote at, the Annual Meeting.Meeting or any adjournment or postponement thereof.

In light of the ongoing public health concerns related to the COVID-19 pandemic, we are holding the Annual Meeting in a virtual-only format. You will not be able to attend the Annual Meeting in person. We look forward to returning to the in-person meeting format once it is safe to do so. 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. 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 about the virtual-only meeting format, please see page 65 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. If you received a printed copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the Internet; (ii) vote by telephone; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided. If you received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares at the Internet site address listed on your notice. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the holder of record to vote your shares.

Sincerely,

Ross W. McCanless

Executive Vice President, General Counsel and Corporate Secretary

We generate 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 have had continued dividend growth since 1961.

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In 2020, Lowe’s rose to the challenges presented by the COVID-19 pandemic through the hard work and dedication of our associates, especially those on the front lines, who supported our communities and helped our customers keep their homes and businesses safe and operational. In late February, Lowe’s rapidly responded to the crisis by establishing a cross-functional COVID-19 taskforce and opening a company-wide Command Center. As an essential retailer, we established three key priorities:

FISCAL 2018 FINANCIAL AND OPERATIONAL HIGHLIGHTS

In fiscal 2020, we provided nearly $1.3 billion in financial support of these critical priorities.

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SUCCESSFUL IMPLEMENTATION OF RETAIL FUNDAMENTALS STRATEGY

Shortly after joining the Company in fiscal 2018, the new executive leadership team led by our President and Chief Executive Officer (“CEO”), Marvin R. Ellison, established a retail fundamentals strategy with the objective of transforming Lowe’s into a world-class omni-channel retailer. This strategy focused on building our operating capabilities through strategic investments in merchandising excellence, supply chain transformation, operational efficiency and customer engagement.

With the onset of the COVID-19 pandemic, there was a need to quickly implement numerous safety standards in support of social distancing and enhanced sanitizing and cleaning and respond to a sharp increase in customer demand for contactless shopping options. We leveraged the improved operating capabilities achieved from our retail fundamentals strategy, and we were able to move nimbly and effectively to meet the needs of our customers. For example:

These efforts, combined with the continued execution on our strategic initiatives, have driven outstanding results. In fiscal 2020, the Company began to take market share through outsized gains in sales to our DIY and Pro customers. These achievements enabled us to deliver value to shareholders through the payment of $1.7 billion in dividends and the repurchase of $5.0 billion of our shares of common stock.

Given the success of our retail fundamentals strategy, combined with the sharp increase in customer demand and our improved execution, we unveiled a new strategy to accelerate our market share gains at the end of 2020. The Total Home strategy reflects Lowe’s commitment to providing a “total home solution” across every area in the home, including products and services for everything needed to repair and improve the home. This encompasses simple and complex installation services, as well as all product categories, including new categories that Lowe’s has not traditionally provided. The Total Home strategy is designed to enhance customer engagement and grow market share by intensifying the Company’s focus on the Pro customer, expanding our online business, modernizing installation services, improving localization efforts and elevating our product assortment.

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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OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

Our Executive Compensation Program is Linked to Our Strategy

Lowe’s has a long-standing commitment to pay for performance and provides 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 all stakeholders, including shareholders, customers, our associates and the communities in which we operate. 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.

For fiscal 2020, we maintained the principal features and performance-based elements of our executive compensation program while making select changes to our annual incentive plan to support our retail fundamentals strategy. We added a strategic metric for Pro sales growth in the U.S. home improvement market in support of our strategy and business plan. We also re-aligned the weightings of the financial and strategic metrics for our annual incentive plan to allow for the addition of the Pro sales growth metric. 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 program are to:

						NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2021		$71 BILLION IN SALESiv

Key Elements of our 2020 Executive Compensation Program

Lowe’s compensation mix is heavily performance-based with 72% of the CEO’s and 67% of the other named executive officers’ annualized target compensation at-risk and contingent upon the achievement of performance objectives or relative and absolute share price performance. Additionally, 67% of the CEO’s and 65% of the other named executive officers’ compensation is in the form of long-term incentives.

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Compensation Best Practices

HUMAN CAPITAL MANAGEMENT

The full Board and the Compensation Committee oversee and regularly engage with our President and CEO, our Executive Vice President, Human Resources and senior leadership on a broad range of human capital management topics, including culture, talent management and succession planning, compensation and benefits, diversity and inclusion and employee engagement feedback gathered from the Company’s annual Building Engagement and Success Together (“BEST”) associate engagement survey. In addition to the full Board’s review of talent management topics as standing agenda items, including CEO and senior management succession planning, diversity and inclusion and culture, the Board also receives regular reports from the Compensation Committee on human capital management topics throughout the year.

When it comes to recruiting and retaining top talent, Lowe’s strives to be an employer of choice. 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 enable our associates to build meaningful careers and unlock their potential in an inclusive workplace as we work together to deliver the right home improvement products, with the best service and value, across every channel and community we serve.

Diversity and Inclusion

We believe that, by building diverse and inclusive teams, we drive better ideas, positive business results and improved service through a deeper connection with our customers. During fiscal 2019, we kicked-off a multi-year program to integrate diversity and inclusion initiatives into our corporate strategy across three areas: talent, culture and business. To foster an inclusive culture, we launched seven employee business resource groups (“BRGs”) sponsored by our executive leadership team (“ELT”) in 2019 and continued to support those groups virtually in 2020. Additionally, we have committed to begin publicly disclosing our Consolidated EEO-1 Report data in 2021.

Our Approach and Highlights

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Board of Directors and ELT Diversity

Talent Development

We are committed to securing top talent and providing ongoing training to facilitate meaningful careers at Lowe’s. We offer a variety of leadership and development programs that develop diverse and other high potential associates. We also have certification programs available to our store and technology associates to further develop their skills and knowledge base. Additionally, through our partnership with Guild Education, Lowe’s Track to the Trades program provides tuition reimbursement to our associates, encouraging them to complete apprentice certifications in carpentry, plumbing, electrical, HVAC or appliance repair.

We have also seen great strides in our internal culture. This year, we saw higher participation and engagement scores in our annual BEST associate engagement survey, which helps senior management understand from our associates what Lowe’s is doing well and where we have opportunities for improvement.

Total Rewards and Wellness

In the spirit of building the best team and providing them with the best care, we are proud of the financial and well-being benefits we offer to our associates. We have a history of investing in our workforce by offering locally competitive salaries and wages. We offer a wide variety 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, leave programs and tuition assistance, among many others. See the “Responding to the COVID-19 Pandemic” section on page ii of this Proxy Summary for examples of how we expanded benefits and wellness programs to increase associate access to care during the COVID-19 pandemic.

Store and Workplace Safety

Our associates and customers drive our success, and providing them a safe environment for both working and shopping is essential. We strive to maintain a culture of safety beginning with our leaders modeling the behaviors we want our associates to adopt, and we embed safety into associate onboarding, developmental e-learning and on-the-job training. In fiscal 2020, in response to the COVID-19 pandemic, we implemented numerous safety standards in support of social distancing and enhanced sanitizing and cleaning.    

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CORPORATE RESPONSIBILITY

Corporate responsibility is a cornerstone of our Company and critical to our success. We are committed to our people, communities and planet. The Sustainability Committee of the Board oversees Lowe’s corporate responsibility strategies and our Sustainability Council, composed of executives and subject matter experts from across the Company, leads the Company’s efforts to integrate corporate responsibility into our business. In 2020, we refreshed our materiality assessment and conducted a Task Force on Climate-related Financial Disclosures (“TCFD”) analysis to enhance our sustainability strategy and programs.

We have adopted a number of policies that highlight the Company’s commitment to social and environmental responsibility and that seek to promote sustainability in the operation of our business. More information about Lowe’s corporate responsibility efforts and initiatives, including the 2019 Corporate Responsibility Report and our sustainability policies, is available on the Company’s website at responsibility.lowes.com.

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 continued our long-standing practice of shareholder engagement, reinforcing our commitment to building long-term, responsive relationships with our shareholders. Since the beginning of fiscal 2020, we have interacted with shareholders representing approximately 70% of our institutionally-held shares in a number of forums, including as part of our regular investor relations outreach efforts and environmental, social and governance (“ESG”)-focused dialogue.

This past winter, we conducted a round of investor engagement focused primarily on ESG topics, including our response to the COVID-19 pandemic, strategy, human capital management efforts, diversity and inclusion programs and initiatives, Board composition, environmental sustainability and our corporate governance and executive compensation practices. As part of this engagement effort, we contacted 34 investors, representing approximately 47% of our outstanding shares, as well as proxy advisory firms, and met with 17 investors, representing approximately 35% of our outstanding shares. Our independent Chairman met with shareholders representing 30% of our outstanding shares to provide a direct line of communication between our shareholders and the Board of Directors. Overall, we received generally positive feedback on our current practices. Additional detail on our shareholder engagement efforts can be found in the “Shareholder Engagement” and “Compensation Discussion and Analysis” sections in the Proxy Statement.

Winter 2020 – 2021 ESG Engagement

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CORPORATE GOVERNANCE BEST PRACTICES

Sound and Effective Corporate Governance Practices

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

Active Board oversight of risk management, including cybersecurity

Robust shareholder engagement program

Active Board engagement in succession planning of executive officers

Annual Board, committee, individual director and CEO evaluations

Engaged Board with Demonstrated Commitment to Refreshment and Independence

10 out of 11 director nominees (91%) are independent

Independent Chairman

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

Regular executive sessions of independent directors

Director mandatory retirement age of 72 years-old

Commitment to Shareholder Rights

Shareholder ability to call special meetings (recently reduced ownership threshold to 15%)

Market standard shareholder right of proxy access

Directors elected annually to serve one-year terms

Majority voting standard in uncontested director elections

No shareholder rights plan

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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”, “potential”, “opportunity”, “outlook”, “guidance” 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. Actual results 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 Item 1A 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. 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 Statement

The Board of Directors (the “Board of Directors” or the “Board”) of Lowe’s Companies, Inc. is providing these materials to you in connection with the 20192021 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held virtually via live audio webcast at 10:00 a.m., Eastern Time, on Friday, May 31, 201928, 2021 at the Ballantyne Hotel, 10000 Ballantyne Commons Parkway, Charlotte, North Carolina 28277.www.virtualshareholdermeeting.com/LOW2021. This Proxy Statement and related materials were first made available starting April 15, 2021. References in this Proxy Statement to “Lowe’s,” the “Company,” “we,” “us,” “our” and similar terms refer to Lowe’s Companies, Inc.

General Information

						NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2019		1

Shareholder Engagement

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 ESG topics, including our response to the COVID-19 pandemic, strategy, human capital management efforts, diversity and inclusion programs and initiatives, Board composition, environmental sustainability and our corporate governance and executive compensation practices. As part of this engagement effort, we contacted 34 investors, representing approximately 47% of our outstanding shares, as well as proxy advisory firms, and met with 17 investors, representing approximately 35% of our outstanding shares, and one proxy advisory firm. Our independent Chairman met with shareholders representing 30% of our outstanding shares to provide a direct line of communication between our shareholders and the Board of Directors. Overall, we received generally positive feedback on our current governance, compensation and sustainability practices. We plan to continue this enhanced program of ESG engagement going forward.

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Proposal 1: Election of Directors

Proposal 1: Election of Directors

We are asking our shareholders to vote on the election of the 1211 candidates nominated by the Board of Directors for election as directors.

The Board has nominated the 1211 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 20202022 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. Mr. Marvin R. Ellison was appointed todirectors except Daniel J. Heinrich and Mary Beth West, whose Board service would commence upon their election at the Board effective in July 2018.2021 Annual Meeting of Shareholders. The other current directors were elected to the Board at the 20182020 Annual Meeting of Shareholders. Mr. Marshall O. Larsen will retire after 15After 10 years of service on the Board, Eric C. Wiseman was not re-nominated based on his desire to retire from service, and willtherefore is not standstanding forre-election at the 20192021 Annual Meeting of Shareholders. The Board, after conferring with Lisa W. Wardell, determined not to re-nominate Ms. Wardell at the 2021 Annual Meeting of Shareholders due to her increased professional commitments as a result of joining another public company’s board in March 2021. The Board thanks Mr. Wiseman and Ms. Wardell for their commitment and service to the Company.

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 ensureconfirm 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. Generally, the Nominating and Governance Committee identifies candidates through third-party search firms and, from time to time, through business and organizational contacts of the directors and management.

InAmong our 11 nominees for election to the past five years, the CompanyBoard, four self-identify as women and four self-identify as people of color (meaning an individual who self-identifies as Black or African American, Hispanic or Latino, Asian, Native Hawaiian or Other Pacific Islander or American Indian or Alaska Native).

The Board has refreshedremained mindful of refreshing its membership, with more than half of itsthe directors nominated for election at the Annual Meeting having joined the Board by adding eight new independent directors.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 Chairman, on the Board 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 directorsdirector nominees of less than five 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 1211 nominees named in this Proxy Statement.

		The Board of Directors unanimously recommends a vote “FOR” the election of each of the 12 nominees named in this proposal. Unless authority to vote in the election of directors is withheld, it is the intention of the persons named as proxies to vote “FOR” the election of each of the 1211 nominees named in this proposal.

						NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 20192021		73

Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

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Proposal 1: Election of our director nominees, the Board will be reduced to twelve directors andtwo-thirdsDirectors of the directors will have joined the Board within the past five years.

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

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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, including:

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Proposal 1: Election of Directors

DIRECTOR NOMINEES

DIRECTOR NOMINEES

RAUL ALVAREZ

 

		Director Since: 2010   Age: 6365   Lowe’s Board Committees: • Audit, ChairCompensation • Sustainability • Technology   Current Public Company Directorships: • Dunkin’ Brands Group, Inc. •   Eli Lilly and Company

Mr. Alvarez ishas been an Operating Partner of Advent International Corporation, a private equity firm.firm, since 2017. He retired as a director and the Chairman of Skylark Co., Ltd., a public Japanese holding company operating more than 3,000 restaurants, in March 2018. Mr. Alvarez served as President and Chief Operating Officer of McDonald’s Corporation, which franchises and operates over 32,000 McDonald’s restaurants in the global restaurant industry, from August 2006 until his retirement in December 2009. Previously, he served as President of McDonald’s North America from January 2005 to August 2006 and as President of McDonald’s USA from July 2004 to January 2005. Mr. Alvarez joined McDonald’s in 1994 and held a variety of leadership positions during his tenure with the company, including Chief Operations Officer and President of the Central Division, both with McDonald’s USA, and President of McDonald’s Mexico. Before joining McDonald’s, Mr. Alvarez served as a Corporate Vice President and as Division Vice President-Florida for Wendy’s International, Inc. from 1990 to 1994. Prior to that, he was with Burger King Corporation from 1977 to 1989 where he held a variety of positions, including Managing Director of Burger King Spain, President of Burger King Canada and Regional Vice President for the Florida Region.

Mr. Alvarez served on the boardboards of Realogy Holdings Corp. from August 2013 to May 2018.2018 and Dunkin’ Brands Group, Inc. from May 2012 to December 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 developedin-depth knowledge of consumer marketing, brand management, multi-national operations and strategic planning.

DAVID H. BATCHELDER

 

		Director Since: 2018   Age: 6971   Lowe’s Board Committees: •  Compensation •  Nominating and Governance

Mr. Batchelder was a founder, principal and member of the investment committee at Relational Investors, which managed over $6.5 billion for some of the largest pension funds in the world, from 1996 to 2015. He has over 30 years of financial management and mergers and acquisitions experience. Mr. Batchelder has served as a director of both large public and private companies in a wide range of industries (including retail, pharmaceuticals, waste disposal, healthcare, technology, energy and construction), including his service as a director on the board of The Home Depot, Inc. from 2007 to 2011.

From 1988 to 2005, Mr. Batchelder was also a Principal of Relational Advisors LLC, a financial advisory and investment banking firm. Prior to founding Relational Investors, Mr. Batchelder held various executive positions at Mesa Petroleum Company, including Chief Financial Officer and President and Chief Operating Officer, and served on Mesa’s board of directors. Prior to working at Mesa, Mr. Batchelder was 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 provides him with valuable perspectives on corporate governance and board dynamics. In addition, his experience from Relational Investors provides our Board invaluable insights into the views of institutional investors and perspectives on Company performance and opportunities. 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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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 20192021

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Proposal 1: Election of Directors

DIRECTOR NOMINEES

ANGELA F. BRALY

 

		Director Since: 2013   Age: 5759   Lowe’s Board Committees: • Compensation, Chair • Sustainability Chair • Technology   Current Public Company Directorships: •  Brookfield Asset Management, Inc. •  ExxonMobil Corporation •  The Procter & Gamble Company

Ms. Braly is the former Chair, President and Chief Executive Officer of WellPoint, Inc. (now Anthem, Inc.), a health benefits company. She served as Chair of the board from March 2010 until August 2012 and President, and Chief Executive Officer and director from June 2007 through August 2012. Prior to that, Ms. Braly served as Executive Vice President, General Counsel and Chief Public Affairs Officer of WellPoint from 2005 to 2007, and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri from 2003 to 2005.

 

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

As Chair and Chief Executive Officer of a publicly tradedpublicly-traded company, Ms. Braly developed strong executive leadership and strategic management skills while leading a Fortune 50 company in a highly regulated industry. Ms. Braly also brings extensive legal experience as a former partner of an NLJ 500 law firm and General Counsel of RightCHOICE Managed Care, Inc. and WellPoint, Inc. As Chief Public Affairs Officer for WellPoint, Ms. Braly was also responsible for the company’s public policy development, government relations, legal affairs, corporate communications, marketing and social responsibility initiatives.

SANDRA B. COCHRAN

 

		Director Since: 2016   Age: 6062   Lowe’s Board Committees: • Compensation • Sustainability   Current Public Company Directorships: •  Cracker Barrel Old Country Store, Inc. •   Dollar General Corporation

 

Ms. Cochran has served as a director and as President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc., which operates over 649664 old country stores andrestaurants across 45 states, since September 2011. Ms. Cochran joined Cracker Barrel in April 2009 as Executive Vice President and Chief Financial Officer and was named President and Chief Operating Officer in November 2010. She was previously Chief Executive Officer at book retailerBooks-A-Million, Inc. from February 2004 to April 2009 and also served as that company’s President from August 1999 to February 2004, Chief Financial Officer from September 1993 to August 1999 and Vice President of Finance from August 1992 to September 1993.

Ms. Cochran served on the board of directors of Dollar General Corporation from December 2012 to April 2020.

 

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

Ms. Cochran brings to Lowe’s Board overmore than 25 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. andBooks-A-Million, Inc. Her financial expertise will continue to be a tremendous asset as the Company continues to develop as an omni-channel home improvement company.

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Proposal 1: Election of Directors

DIRECTOR NOMINEES

LAURIE Z. DOUGLAS

 

		Director Since: 2015   Age: 5557   Lowe’s Board Committees: •  Audit •  Nominating and Governance •  Technology, Chair

Ms. Douglas has served as Senior Vice President, Chief Information Officer and Chief Digital Officer of Publix Super Markets, Inc., an operator of retail food and pharmacy in Florida, Georgia, Alabama, South Carolina, Tennessee, North Carolina and Virginia, since 2019. From 2006 through 2018, she was Senior Vice President, Chief Information Officer and Chief Security Officer of Publix Super Markets. Before joining Publix Super Markets, Ms. Douglas served as Senior Vice President and Chief Information Officer of FedEx Kinko’s Office and Print Services, Inc. from 2004 to 2005. From 2003 to 2004, she was 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,omni-channel, data security 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 who 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.

RICHARD W. DREILING

 

		Director Since: 2012   Age: 6567   Current Public Company Directorships: •  Aramark Corporation •  Kellogg Company •  PulteGroup, Inc.

Mr. Dreiling serves as the independent Chairman of the Board of Directors of Lowe’s. Mr. Dreiling retired in June 2015 from Dollar General Corporation, the nation’s largestsmall-box discount retailer, as Chief Executive Officer, a position he held since January 2008. Mr. Dreiling served as Chairman of Dollar General Corporation from December 2008 until January 2016 and as Senior Advisor from June 2015 until January 2016. Before joining Dollar General, Mr. Dreiling served as Chief Executive Officer, President and a director of Duane Reade Holdings, Inc. and Duane Reade Inc., the largest drugstore chain in New York City, from November 2005 until January 2008, and as Chairman of Duane Reade from March 2007 until January 2008. Prior to that, Mr. Dreiling, beginning in March 2005, served as Executive Vice President-Chief Operating Officer of Longs Drug Stores Corporation, an operator of a chain of retail drug stores on the West Coast and Hawaii, after having joined Longs in July 2003 as Executive Vice President and Chief Operations Officer. From 2000 to 2003, Mr. Dreiling served as Executive Vice President-Marketing, Manufacturing and Distribution at Safeway, Inc., a food and drug retailer. Prior to that, Mr. Dreiling served from 1998 to 2000 as President of Vons, a southern California food and drug division of Safeway.

 

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

Mr. Dreiling brings to Lowe’s Board overmore than 40 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.

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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 20192021

9

Proposal 1: Election of Directors

DIRECTOR NOMINEES

MARVIN R. ELLISON

 

		Director Since: 2018   Age: 5456   Current Public Company Directorships: •  FedEx Corporation

Mr. Ellison has served as President and Chief Executive Officer of Lowe’s since July 2018. Mr. Ellison previously served as Chief Executive Officer of J. C. Penney Company, Inc., a department store retailer, from August 2015 to May 2018 and Chairman of the Board from August 2016 to May 2018. He served as President of J. C. Penney from November 2014 to July 2015. Mr. Ellison served as Executive Vice President-U.S.President–U.S. Stores of The Home Depot, Inc., a home improvement retailer, from August 2008 to October 2014. He also served in a variety of operations roles at The Home Depot, including as President-NorthernPresident–Northern Division from 2006 to 2008, Senior Vice President-LogisticsPresident–Logistics from 2005 to 2006, Vice President-LogisticsPresident–Logistics from 2004 to 2005, and Vice President-LossPresident–Loss Prevention from 2002 to 2004. From 1987 to 2002, Mr. Ellison served in a variety of operational roles with Target Corporation. Mr. Ellison served as a director of H&R Block, Inc. from 2011 to 2014 and a director of J. C. Penney Company, Inc. from 2014 to 2018. Mr. Ellison also serves on the boardsboard of the Retail Industry Leaders Association and the National Retail Federation.Association.

 

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

Mr. Ellison has more than 30 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, install services and pro strategic initiatives, and improved customer service and efficiency across the organization to serve bothdo-it-yourself and pro customers.

JAMES H. MORGANDANIEL J. HEINRICH

 

		Director Since: 2015 Age: 71 Lowe’s Board Committees: •   Audit •   Nominating and Governance65   Current Public Company Directorships: • Coca-Cola Bottling Co. ConsolidatedAramark Corporation • Edgewell Personal Care Company • Ball Corporation

Mr. Morgan has served as Chairman of Covenant Capital LLC, an investment management firm, since February 2015, after previously serving in that capacity from 2001 to 2008. Mr. Morgan served as Chairman of Krispy Kreme Doughnuts, Inc., a leading branded specialty retailer and wholesaler of premium quality sweet treats and complementary products, from January 2005 to August 2016. HeHeinrich most recently served as Executive ChairmanVice President, Chief Financial Officer of Krispy KremeThe Clorox Company, a global manufacturer and marketer of consumer and professional products, from June 2014 to January 2015, as Chief Executive Officer from January 2008 to June 2014 and as President from April 2012 to June 2014. Mr. Morgan also previously served as President of Krispy Kreme from January 20082009 to November 2011. Mr. Morgan servedHeinrich joined Clorox in 2001 as Vice ChairmanPresident, Controller and served in that role until 2003. In 2003, he became Vice President, Chief Financial Officer and in 2004 he became Senior Vice President, Chief Financial Officer. Prior to joining Clorox, his roles included Senior Vice President and Treasurer of Krispy Kreme from March 2004 to January 2005. Previously, Mr. Morgan served as a consultant for Wachovia Securities, Inc., a securitiesTransamerica Finance Corporation, Senior Vice President, Treasurer and investment banking firm, from January 2000 to May 2001. From April 1999 to December 1999, Mr. Morgan was ChairmanController of Granite Management Company, Senior Vice President, Controller and Chief ExecutiveAccounting Officer of Wachovia Securities, Inc. Mr. Morgan was employed by Interstate/Johnson Lane, an investment bankingFirst Nationwide Bank and brokerage firm, from 1990 to 1999 in various capacities, including as Chairman and Chief Executive Officer.Senior Audit Manager with Ernst & Young.

 

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

As Chairman andthe former Chief ExecutiveFinancial Officer of both major publica large, global organization, Mr. Heinrich brings extensive executive-level financial knowledge and private companies,experience to the Lowe’s Board. Mr. MorganHeinrich has developed strong executive leadershipexpertise in the areas of strategic business development, risk management, mergers and strategic management skills.acquisitions, accounting and information technology. Additionally, Mr. Morgan alsoHeinrich brings to Lowe’sour Board more than 10 yearsvaluable perspectives on corporate governance through his experience serving as a director of experience in the retail industry as well as valuable expertise and insights into the complex financial and operational issues facing largeseveral public companies. As Chairman of Covenant Capital LLC and Chairman and Chief Executive Officer of Wachovia Securities, Inc. and Interstate/Johnson Lane, Mr. Morgan developed a deep understanding of financial functions as well as enterprise risk management.

10

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2019  ��   2021

13

Proposal 1: Election of Directors

DIRECTOR NOMINEES

BRIAN C. ROGERS

 

		Director Since: 2018   Age: 6365   Lowe’s Board Committees: •  CompensationAudit •  Nominating and Governance, Chair   Current Public Company Directorships: •  UnitedRaytheon Technologies Corporation •   T. Rowe Price Group, Inc. (until April 2019)

Mr. Rogers is currentlyretired as theNon-Executive Chairman of T. Rowe Price Group, Inc., a global investment management organization, and will retire from that position and the board onin April 25, 2019. He served as the Chairman from 2007 to 2017 and as Chief Investment Officer from 2004 to 2017. Mr. Rogers has served as a director of the Price Group since 1997.from 1997 to 2019. In addition, Mr. Rogers was portfolio manager of one of the firm’s largest funds, the T. Rowe Price Equity Income Fund, from its inception until October 2015. Mr. Rogers has held a variety of other senior leadership roles and hashad been involved in investment management with T. Rowe Price since beginning his career there in 1982. Prior to joining T. Rowe Price, Mr. Rogers worked at Bankers Trust Company.

 

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 provides our Board invaluable insights into the views of institutional investors and perspectives on Company performance and opportunities.

BERTRAM L. SCOTT

 

		Director Since:2015   Age: 6870   Lowe’s Board Committees: •  Audit, Chair •  Nominating and Governance   Current Public Company Directorships: •  AllianceBernstein Holding LP •  AXA Equitable Holdings, Inc. (effective March 2019)and certain wholly-owned subsidiaries •  Becton, Dickinson and Company

Mr. Scott has servedretired as Senior Vice President of Population Health and Value Based Care at Novant Health, a leading healthcare provider, in May 2019, after serving in that role since 2015. Prior to that, Mr. Scott was President, Chief Executive Officer and a director of Affinity Health Plan, a provider of New York State-sponsored health coverage, from 2012 to 2014; President, U.S. Commercial of CIGNA Corporation, a global health services organization, from 2010 to 2011; Executive Vice President and Chief Institutional Development and Sales Officer of TIAA-CREF from 2000 to 2010; and President and Chief Executive Officer of TIAA-CREF Life Insurance Company from 2000 to 2007.

Mr. Scott was appointed tocurrently serves on the board of AXA Equitable Holdings, Inc. (“EQH”) effective March 2019 and continues to serve on the boards of AXA Equitable Life Insurance Company and MONY Life Insurance Company of America, which are wholly-owned subsidiaries of EQH.

 

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 invaluable 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.

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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 20192021

11

Proposal 1: Election of Directors

DIRECTOR NOMINEES

LISA W. WARDELLMARY BETH WEST

 

		Director Since:Age: 201858   Age: 49 Lowe’s Board Committees: •  Audit •  Sustainability •  Technology Current Public Company Directorships: •  Adtalem Global Education,Albertsons Companies, Inc. •  Hasbro, Inc.

Ms. Wardell is theWest retired as Senior Vice President, and Chief ExecutiveGrowth Officer of Adtalem Global Education, Inc. (formerly DeVry Education Group),The Hershey Company, a leading global education provider. Ms. Wardell was appointed Presidentconfectionary manufacturer and CEOmarketer, in 2016 and has been a member of Adtalem’s board of directorsJanuary 2020 after serving in that role since 2008.

May 2017. Prior to her current position with Adtalem,that, Ms. Wardell wasWest served as Executive Vice President, Chief Customer and Marketing Officer of J. C. Penney Company, Inc., a department store retailer, from 2015 to March 2017. From 2012 to 2014, she served as Executive Vice President, Chief OperatingCategory and Marketing Officer for 12 years for The RLJ Companies,of Mondelez International, Inc., one of the world’s largest snack companies. Ms. West served as Chief Marketing Officer of Kraft Foods, Inc. from 2007 to 2012 and held a diversified holding company with portfolio companiesvariety of other general management and marketing roles at Kraft Foods, Inc., since beginning her career there in the financial services, asset management, real estate, hospitality, professional sports, film production and gaming industries. Prior to joining The RLJ Companies, Ms. Wardell was a Principal at Katalyst Venture Partners, a private equity firm that invested instart-up technology companies in the media and communications industries from 2000 to 2003. She was a senior consultant for Accenture from 1998 to 2000, in the organization’s communications and technology strategic services practice, and an attorney with the Federal Communications Commission from 1994 to 1996.1986.

Ms. WardellWest served on the board of directors of Christopher and Banks,J.C. Penney Company, Inc. from July 2011 to January 2017 and served as the Chair of the board from November 2015 to January 2017. Ms. Wardell also served as a director of RLJ Entertainment, Inc. from 20122005 to 2015.

 

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

Ms. WardellWest brings extensive experience to the Lowe’s Board as a senior businessextensive executive in private equity, operations and strategy and financial analysis, including mergers and acquisitions. Her previousleadership experience in a legal capacity with a federal regulatory agency gives her valuable perspective on the issues that come before the Board, including business, legal, financial and regulatory matters.

ERIC C. WISEMAN

		Director Since: 2011 Age: 63 Lowe’s Board Committees: •  Compensation, Chair •  Sustainability •  Technology Current Public Company Directorships: •   CIGNA Corporation

Mr. Wiseman retired as the Chairman of V.F. Corporation, a global leader in the design, production, procurement, marketing and distributionbuilding some of branded lifestyle apparel, footwearthe world’s most iconic brands. Ms. West has a strong background in developing compelling retail and related products, in October 2017. Mr. Wiseman served as the Chairman from 2008 to October 2017; Chief Executive Officer from 2008 to January 2017; and President from March 2006 to June 2015. Prior to that, he served as Chief Operating Officer of V.F. from March 2006 to January 2008. Mr. Wiseman served as a director of V.F. from 2006 to October 2017. Mr. Wiseman joined V.F. in 1995 and has held a variety of leadership positions during his tenure with the company.

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

Mr. Wiseman has developed valuable strategic management skillssales experiences and brings to Lowe’s Board expertise and insights in a number of critical areas, including consumer marketing, brand management, multi-national operationsstrategic and strategic planning. Mr. Wiseman is responsible for transforming V.F. into an industry leader by creating innovative marketing initiativesoperational planning and building powerful brandsexecution, merchandising, communications, disruptive innovation, research and for creating an oversight system to guide the sustainabilitydevelopment and responsibility effortsmergers and goals for one of the largest apparel and footwear companies in the world.acquisitions.

12

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2019      2021

15

Information About the Board of Directors and Committees of the BoardCorporate Governance

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

						NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2021		13

Corporate Governance

COMPENSATION OF DIRECTORS

16		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2019

Corporate Governance

COMPENSATION OF DIRECTORS

Deferral of Annual Retainer Fees

Eachnon-employee director may elect to defer receipt of all, but not less than all, of the annual retainer and any committee Chair, Chairman or, if applicable, Lead Director fees otherwise payable to the director in cash. Deferrals are credited to a bookkeeping account, 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, atax-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% multiples. 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.

Corporate Governance

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

18		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2019

Corporate Governance

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

The Nominating and Governance Committee analyzed the considerations noted above, and after careful consideration, the independent directors of the Board determined that having a separate Chairman and Chief Executive Officer affords Mr. Ellison as the newly appointed Chief Executive Officer, the opportunity to focus his time and energy on managing our business and allows Mr. Dreiling, our Chairman, to devote his time and attention to matters of Board oversight and governance. The Board, however, recognizes that no single leadership model is right for all companies and at all times, and the Board will review its leadership structure as appropriate (at least on an annual basis) to ensurehelp it continuescontinue to be in the best interests of the Company and our shareholders.

Information About the Board of Directors and Committees of the BoardCorporate Governance

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

Lowe’s independent directors remain committed to evaluating Lowe’s Board leadership structure at least annually. Under Lowe’s Corporate Governance Guidelines, the Board can and will change its leadership structure if it determines that doing so is in the best interest of Lowe’s shareholders.

well as informally and during executive sessions of the Board as appropriate. As discussed in “Board’s Role in the Risk Management Process”Oversight” 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, director succession, executive compensation, human capital management, diversity and inclusion, environmental and social issues and other matters of importance.

18		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2021

Corporate Governance

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

Board’s Role in Human Capital Management

The Board views effective human capital management as key to the Company’s ability to execute its long-term strategy. As a result, the full Board and the Compensation Committee oversee and regularly engage with our President and Chief Executive Officer, our Executive Vice President, Human Resources and senior leadership on a broad range of human capital management topics, including culture, talent management and succession planning, compensation and benefits, diversity and inclusion and employee engagement feedback gathered from the Company’s annual associate engagement survey. In addition to the full Board’s review of talent management topics as standing agenda items, including CEO and senior management succession planning, diversity and inclusion and culture, the Board also receives regular reports from the Compensation Committee on human capital management topics throughout the year.

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 strategy and achieve long-term sustainable growth. The Board receives regular updates on environmental and social topics. 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, risks and risk mitigation to the Sustainability Committee. 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.

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Information About the Board of Directors and Committees of the BoardCorporate Governance

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

environments when assessing Board composition, director succession, executive compensation and other matters of importance.

Board’s Role in the Risk Management ProcessOversight

Management must take a wide varietyOverview

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

BOARD OF DIRECTORS Continuous oversight of overall risks, with emphasis on strategic risks AUDIT COMMITTEE Oversees the Company's risk, policies for risk management and specific risks associated with major financial exposures, legal matters, data privacy, cybersecurity matters, business continuity, operational risks, and compliance with laws and regulations COMPENSATION COMMITTEE Oversees risks associated with the Company's compensation policies and practices NOMINATING AND GOVERNANCE COMMITTEE Oversees risks associated with our corporate governance practices and policies, and our political activity SUSTAINABILITY COMMITTEE Oversees risks associated with environmental and social issues TECHNOLOGY COMMITTEE Oversees risks associated with the Company's strategic technological initiatives and ecommerce matters MANAGEMENT Identification, assessment and management of risks to enhance shareholder value. It is the Board’s responsibility to ensure that management has establishedENTERPRISE RISK COUNCIL Identifies and adequately resourced processes for identifying and preparingassesses material risks faced by the Company and evaluates action plans to manage thosemitigate material risks effectively. It is also

The primary responsibility for the Board’s responsibilityidentification, assessment and management of the various risks that we face belongs with management. At the management level, risks are prioritized and assigned to challenge management regularlysenior leaders based on the risk’s relationship to demonstrate that those processes are effective in operation.

Lowe’s has adopted an enterprisethe leader’s business area and focus. Those senior leaders develop plans to address the risks and measure the progress of risk management (“ERM”) framework for identifying, assessing and mitigating key risks. The Company’s Chief Financial Officerefforts. Our General Counsel provides centralized oversight of Lowe’s enterprise risk management program. In 2020, the Company established the Enterprise Risk Council (“ERC”), which is co-chaired by the Chief Compliance Officer and Vice President of Internal Audit and comprised of senior leaders with broad enterprise experience. The ERC supports the execution of the enterprise risk management program by working to identify and assess material risks faced by the Company and evaluating action plans to mitigate material risks.

The Audit Committee coordinates the Board and each Committee’s risk oversight. The Board’s oversight of risks ensures that management has processes in place to deal appropriately with risk and is responsible for implementing the Company’s ERM framework. At least annually, the Chief Financial Officer presentsintegral to the Board a comprehensive reviewoversight of the Company’s ERM framework. business 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

20		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2021

Corporate Governance

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

principal factors influencing our operating results, including the competitive environment, and discusses the major events, activities and challenges affecting the Company with our senior executive officers.

The presentation includesBoard’s ongoing oversight of risk also occurs at the Board committee level on a more focused basis as detailed above. The General Counsel annually presents an updateoverview of the enterprise risk management program to the full Board of Directors and provides it with regular updates on existingthe program and any significant newstatus of key risks that have been identified and assessed duringfacing the year and the strategies management has developed for mitigating them. During the presentation, the directors actively discuss with the Chief Financial Officer and otherbusiness. The Audit Committee regularly receives updates on key risk areas from members of management the risks that have been identified to gain a deeper understanding of the risks the Company faces and establish a mutual understanding between the Board and management regarding the Company’s willingness to take risks and the strategies to be used to manage them.

The Company’s Chief Financial Officer also presents updates on the Company’s ERM processes and specific potential risks and trends at other meetings of the Board during the year. In addition, as necessary at the regularly scheduled Board meetings, the President and Chief Executive Officer addresses matters of particular importance or concern to the Company, including any significant areas of risk requiring Board attention. In the course of reviewing the Company’s strategic initiatives throughout the year, the Board considers the types and nature of risks associated with those initiatives, their potential impact on the Company and the steps that have or could be taken by management to mitigate them.

Although management has primary responsibility for managing risk, the Board believes that oversight of the Company’s ERM processes is the responsibility of the full Board. Board committees review specificthose risk areas as enumerated below, and report their deliberations toreceives regular updates from the Board. The Audit Committee of the Board addresses at each of its regular meetings risk oversight of the Company’s major financial exposures and the steps management has taken to identify, assess, monitor, control, remediate and report such exposures. The Audit Committee also reviews legal matters that may have a material adverse impact on the Company’s

Information AboutProposal 1: Election of Directors

Proposal 1: Election of Directors

We are asking our shareholders to vote on the election of the 11 candidates nominated by the Board of Directors and Committees of the Board

BOARD MEETINGS, COMMITTEES OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

Board Committeesdirectors.

The Board has fivenominated the 11 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 2022 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 Daniel J. Heinrich and Mary Beth West, whose Board service would commence upon their election at the 2021 Annual Meeting of Shareholders. The other current directors were elected to the Board at the 2020 Annual Meeting of Shareholders. After 10 years of service on the Board, Eric C. Wiseman was not re-nominated based on his desire to retire from service, and therefore is not standing committees:for re-election at the Audit2021 Annual Meeting of Shareholders. The Board, after conferring with Lisa W. Wardell, determined not to re-nominate Ms. Wardell at the 2021 Annual Meeting of Shareholders due to her increased professional commitments as a result of joining another public company’s board in March 2021. The Board thanks Mr. Wiseman and Ms. Wardell for their commitment and service to the Company.

The Nominating and Governance Committee identifies, considers and recommends to the CompensationBoard 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. Generally, the Nominating and Governance Committee the Sustainability Committeeidentifies candidates through third-party search firms and, the Technology Committee. In May 2018, the Board dissolved the Executive Committee. In November 2018, the Board approved the creation of the Sustainability Committee and Technology Committee and the dissolution of the Public Policy Committee. The Board may also establish other committees from time to time, through business and organizational contacts of the directors and management.

Among our 11 nominees for election to the Board, four self-identify as women and four self-identify as people of color (meaning an individual who self-identifies as Black or African American, Hispanic or Latino, Asian, Native Hawaiian or Other Pacific Islander or American Indian or Alaska Native).

The Board has remained mindful of refreshing its membership, with more than half of the directors nominated for election at the Annual Meeting having joined the Board in the last six years. At the same time, the Company also believes that it deems necessary. Committee membersbenefits from having several longer tenured directors on the Board, including our Chairman, who are familiar with the Company’s business and committee chairs are appointedcan help facilitate the transfer of institutional knowledge. We believe the average tenure for our independent director nominees of five 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. The membersAt the Annual Meeting, proxies cannot be voted for a greater number of these committees are identifiedindividuals than the 11 nominees named in the following table:this Proxy Statement.

Audit Committee Compensation Committee Nominating and Governance Committee Public Policy Committee Executive Committee Sustainability Committee Technology Committee

🌑  Member

Pre November 2018

Post November 2018

Raul Alvarez

Chair

🌑

🌑

🌑

🌑

David H. Batchelder

🌑

🌑

Angela F. Braly

🌑

Chair

🌑

Chair

🌑

Sandra B. Cochran

🌑

Laurie Z. Douglas

🌑

🌑

Chair

Richard W. Dreiling

Robert L. Johnson

🌑

🌑

Marshall O. Larsen

🌑

Chair

🌑

James H. Morgan

🌑

🌑

Robert A. Niblock

Chair

Brian C. Rogers

🌑

🌑

Bertram L. Scott

🌑

🌑

Lisa W. Wardell

🌑

🌑

🌑

🌑

Eric C. Wiseman

Chair

🌑

🌑

🌑

🌑

Number of Meetings in Fiscal 2018

7

11

5

3

1

0

1

		The Board of Directors unanimously recommends a vote “FOR” the election of each of the 11 nominees named in this proposal.

Each of the current committees act 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 www.Lowes.com/investor.

 

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Information About the BoardProposal 1: Election of Directors and Committees of the Board

BOARD MEETINGS, COMMITTEES OF THE BOARDIDENTIFYING AND BOARD LEADERSHIP STRUCTUREEVALUATING DIRECTOR NOMINEES

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

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Security OwnershipProposal 1: Election of Certain Beneficial OwnersDirectors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

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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, including:

6		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2021

Proposal 1: Election of Directors

DIRECTOR NOMINEES

DIRECTOR NOMINEES