Leadership Development & Compensation Committee Charter


*                   I. Purpose

*                   II. Composition

*                   III. Meetings

*                   IV. Powers, Duties and Responsibilities


I. Purpose

The Leadership Development and Compensation Committee (the "Committee") of the Board of Directors (the "Board") is responsible for matters relating to the development, attraction and retention of the Company's leadership and the Company's compensation and benefit programs. In furtherance of this role, the Committee's primary purposes are to: (a) establish the compensation policy of The Home Depot, Inc. (the "Company"); (b) ensure that the compensation of the Board of Directors, officers and associates of the Company enables it to attract and retain high-quality leadership and is consistent with such policy; (c) discharge the Board's responsibilities relating to compensation of the Company's executives; (d) produce an annual report on executive compensation for inclusion in the Company's proxy statements, in accordance with applicable rules and regulations; and (e) establish the policies of the Company related to human resources and employment matters.


II. Composition

The Committee shall be comprised of three or more directors, as determined by the Board, all of whom shall be independent as determined by the Board pursuant to the standards set forth in Exhibit A of the Company's Corporate Governance Guidelines. In addition, members of the Committee must qualify as "outside directors" as such term is defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, and as "non-employee directors" as such term is defined under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

Each member of the Committee shall be elected by the Board annually upon the recommendation of the Nominating and Corporate Governance Committee, and shall serve until the earlier to occur of her or his resignation or removal or the election and qualification of such member's successor. Unless a Chair of the Committee is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. Any member of the Committee may be removed with or without cause by a majority of the Board. All vacancies in the Committee shall be filled by the Board.

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III. Meetings

The Committee shall meet at least five times each fiscal year and at such other times as it deems necessary to fulfill its responsibilities. Meetings of the Committee may be called by the Chief Executive Officer of the Company, the Chair of the Committee or any two or more members of the Committee. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee. The Committee may also act by unanimous written consent. The Committee may delegate authority to act upon specific matters within determined parameters to a subcommittee consisting of one or more members, consistent with applicable law. Any such subcommittee shall report any action to the full Committee at its next meeting. The Committee shall keep a record of its actions and proceedings and make a report thereof from time to time to the Board.

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IV. Powers, Duties and Responsibilities

The Committee shall have the power, duty and responsibility to:

1.       Assist the Board in developing and evaluating potential candidates for executive positions, including the Chief Executive Officer, and to oversee the development of executive succession plans, including reviewing from time to time reports and presentations regarding Human Resources reviews, executive development, staffing, training, performance management, career development and labor and employment matters.

2.       Review from time to time and approve the Company's compensation strategy to ensure that management is afforded the appropriate incentives and is rewarded appropriately for its contributions to the Company's growth and profitability and that the executive compensation strategy supports the Company's objectives and stockholder interests.

3.       Review and approve annually the corporate goals and objectives relevant to the compensation of the Chairman of the Board, the President, the Chief Executive Officer and all Executive Vice Presidents of the Company and any other individual who is an "officer" as such term is defined under Rule 16a-1 promulgated under the Securities Exchange Act of 1934 (collectively, the Company's "Executive Officers").

4.       Review and evaluate annually the performance of the Company's Executive Officers in light of the goals and objectives established in accordance with Section IV.2, and determine, set and approve, pursuant to the Committee's sole authority, the individual elements of the Company's Executive Officers' total compensation, including perquisites, based on such reviews and evaluations. In determining the long-term incentive component of the Company's Executive Officers' compensation, the Committee shall consider the Company's performance and relative stockholder return, the value of similar incentive awards to comparable executive officers at comparable companies, the awards given to the Company's Executive Officers in past years and such other factors as the Committee deems relevant. Notwithstanding the foregoing, the Committee shall make recommendations to the Board of Directors with respect to the compensation of the Chairman of the Board, President and Chief Executive Officer for approval by a majority of the Board of Directors who are independent directors pursuant to Exhibit A of the Company's Corporate Governance Guidelines (including the additional requirements set forth therein for members of the Leadership Development and Compensation Committee).

5.       Communicate in the annual Leadership Development and Compensation Committee Report to the Company's stockholders the factors and criteria on which the Chief Executive Officer's compensation for the last fiscal year was based, including the relationship of the Company's performance to the Chief Executive Officer's compensation, as required by the rules and regulations of the Securities and Exchange Commission.

6.       Review the overall compensation strategy and the individual elements of total compensation for the senior management of the Company and communicate in the annual Leadership Development and Compensation Committee Report to stockholders the specific relationship of corporate performance to executive compensation.

7.       Review and approve employment agreements, severance agreements, retirement arrangements, change in control agreements/provisions, and any special or supplemental benefits for the Company's Executive Officers.

8.       Review periodically the compensation and benefits offered to non-employee directors and recommend changes to the full Board of Directors, as appropriate.

9.       Review the overall compensation and benefits strategy for all associates of the Company to ensure consistency with the Company's stated compensation strategy.

10.    Review and adopt the Company's employee equity-based and incentive based compensation plans and approve changes to such plans or, where necessary, recommend changes to such plans for approval by the Board or the Company's stockholders. The Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.

11.    Administer the incentive plans in which associates of the Company may participate and which comply with Section 162(m) of the Internal Revenue Code, if applicable, including:

a.       Determining performance measures and goals;

b.       Setting thresholds, targets and maximum awards;

c.        Reviewing periodically performance compared to goals;

d.       Evaluating past performance compared to goals; and

e.        Certifying goal attainment and approving incentive payments.


12.    Interpret and administer the Company's 1997 Omnibus Stock Incentive Plan and such other equity-based plans as may be in effect from time to time (the "Plans") and undertake such actions and make such determinations and decisions as it deems necessary and appropriate to carry out the Plans' intent, including:

a.       Selecting officers and non-employee directors to receive awards;

b.       Determining the number of shares to be covered by each award;

c.        Deciding the type of award or awards to be made to each participant and the terms and conditions applicable to each such award;

d.       Entering into agreements evidencing awards made under the Plans and their respective terms and conditions; and

e.        Establishing, maintaining and rescinding rules and regulations relating to the Plans.


13.    Undertake studies and make recommendations to the Board, as the Board or the Committee may deem appropriate, with respect to the Company's compensation structure and policies and the development of managerial personnel.

14.    Review, at least annually, and, if necessary, revise this Charter periodically as conditions dictate. Upon any revision, submit the revised Charter to the Nominating and Corporate Governance Committee and the Board of Directors for approval.

15.    Work with the Board of Directors and the Nominating and Corporate Governance Committee to establish and maintain a process for the annual evaluation of the performance of the Committee and, pursuant to such process, conduct an annual evaluation of the Committee.

16.    Establish and delegate its authority to the Company's Chairman, President and CEO, Company officers, or subcommittees of the Committee, as appropriate.

17.    Report to the Board, as appropriate, on matters relevant to the Board's considerations in the areas of executive and director compensation.

18.    Review programs and initiatives implemented by management to ensure that they are consistent with the Company's stated human resources strategy.

19.    Oversee compliance with any orders or consent decrees from employment-related litigation or government agency actions.

20.    Oversee the practices and procedures established to ensure compliance with all applicable employment-related laws and regulations, including those related to being a federal or state government contractor.

21.    Undertake studies and make recommendations to the Board, as the Board or the Committee may deem appropriate, with respect to the Company's human resources initiatives and compliance practices.

22.    Retain and terminate, in the Committee's sole discretion and authority, experts in the fields of compensation, labor, employment and human resources to assist the Committee with its reviews and evaluations, including the sole authority to approve such experts' fees and other retention terms.

23.    Retain, in the Committee's sole authority and discretion and at the Company's expense, independent or outside counsel to advise the Committee in connection with any of its activities, as the Committee determines necessary to carry out its duties.

24.    Perform any other activities consistent with this Charter, the Company's By-laws and applicable law, as the Committee deems appropriate or as requested by the Board.