Dear Fellow Shareholders:

Throughout 2022,As we reflect upon 2023, we are pleased with our operating performance despite a challenging macroeconomic environment, and we continued to execute onmake the right long-term investments to drive sustainable shareholder value. Our frontline associates are the heartbeat of our Total Home strategy while remaining committedcompany, and their dedication and hard work were key to our value creation roadmap and further contributing to the Company’s long-term profitable growth that has greatly benefitted our shareholders. This work would not be possible without our 300,000 associates, who are dedicated to serving our customers and remain critical to the execution of our strategy.continued success. We would like to highlight several of the ways in which the Board and management have been working on your behalf this past year.

ExecutingOversight and Execution of Our Company Strategy to Deliver for Our Customers and Shareholders:Total Home Strategy: We continue to build momentum with the execution ofexecute 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 are pleasedenhanced our digital and fulfillment capabilities, which enabled us to report that we have delivered 11 consecutive quarters of double-digit comparable salesdeliver 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 U.S. Pro marketbusiness and have doubled our online sales penetration between 2018 and 2022. As a result of our strong financial performance, we returned $16.5$8.9 billion to our shareholders through a combination of share repurchases and dividends in fiscal 2022. Additionally, we recently completed the sale of our Canadian retail business, simplifying our business model and allowing us to focus on the ongoing transformation of our U.S. business.

Aligning Our Board with Our Strategic Needs: We take a thoughtful approach to Board composition and have prioritized adding new Board members whose skills are aligned with the Company’s strategic initiatives. In 2022, we welcomed two new independent directors. Colleen Taylor brings senior leadership experience and expertise in banking, merchant services and payments, and Scott Baxter brings extensive retail industry experience, including expertise in the development of digital growth strategies. Following their appointments, over half, or 58%, of our Board members are diverse, with 42% identifying as people of color and 33% identifying as women.dividends.

Investing in Our People: We have made significant progress toward becomingare striving to become the employer of choice in retail, and we are dedicated to providing our associates with good jobs, a sense of belonging and access to a promising future.retail. Since 2018, we have invested more than $3over $3.5 billion in incremental wage and share-based compensation for our front-linefrontline associates. In 2023, we awarded these associates including increasing associate wage rates by over 20%.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.

DrivingProgressing on Our Operational Efficiency with a New Net-Zero Target:Sustainability Efforts: In December 2022, building onOur Board and its Sustainability Committee continue to play an active role in overseeing our long-standing commitment to sustainability we announcedefforts and greenhouse gas emission reduction strategies, including our goal to reach net-zero emissions across our full value chain, including scopesscope 1, 2 and 3 greenhouse gas emissions by 2050 in accordanceand 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 guidelines from the Science Based Targets initiative. The full Board and the Sustainability Committee of the Board play an active role in overseeing Lowe’s sustainability efforts and emissions reduction strategies.suppliers to decrease scope 3 emissions.

Leading a Robust Shareholder Engagement ProgramListening and Responding to Feedback:Our Shareholders: In 2022, weWe continued our robust shareholder engagement program. OurESG-focused efforts this winter included outreach to 30 investors representing approximately 43% of shares outstanding at the time of outreach, and meetings with 2021 investors, representing approximately 32% of shares outstanding.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 efforts,programs. Our robust disclosures and manyresponsive 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 recent initiativesprogress and disclosures have been responsive to shareholder dialogue andhearing your feedback including our net-zero target andthroughout the release of our EEO-1 data and pay gap analysis.

We value your continued engagement and support for Lowe’s.coming year. We encourage you to review this year’s Proxy Statement in detail and vote your shares atfor our Annual Meeting on Friday, May 26, 2023.31, 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 2023 Annual Meeting of Shareholders

April 13, 202318, 2024

The 20232024 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 26, 202331, 2024 at www.virtualshareholdermeeting.com/LOW2023,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 4, a vote in favor of a frequency of every “1 YEAR” for proposal 3 and a vote “AGAINST” the shareholder proposal.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 20, 202325, 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 7168 to 72 69of 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,

RossJuliette W. McCanlessPryor

Executive Vice President, General CounselChief 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 governance (“ESG”) 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 20222023 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 AND& PROXY STATEMENT 20232024		i

OUR TOTAL HOME STRATEGY

At the end of 2020, we unveiled our Total Home strategy to accelerategrow our market share gains by providing a one-stop solution for every project across the home. We continue to gain momentum as our Total Home strategy has enabled us to increase sales to ourhome for both do-it-yourself (“DIY”) and Pro customers and to continue to grow our market share.professional (“Pro”) customers. As a result of our strong financial performance, we were able to deliver value to shareholders through the payment of $2.4$2.5 billion in dividends and the repurchase of $14.1$6.3 billion of our common stock in fiscal 2022.2023. 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. Lowe’s hasWe have a long-standing commitment to pay for performance and providesprovide 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 20222023 Executive Compensation Program

Lowe’sOur compensation mix is heavily performance-based with 73% of the CEO’s and 68%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, 73%77% of the CEO’s and 69%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 human capital management topics, including culture, talent management and succession planning, compensation and benefits, diversity and inclusion and feedback gathered from the Company’s annual Building Engagement and Success Together (“BEST”) associate engagement survey.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 are focused on ensuringwould like our associates to see Lowe’s as a “Home to Possibility” with good jobs, a sense of belonging and a promising future. We also continue to listen carefully to our associates,have a proactive associate listening strategy, most notably through our annual BESTBuilding Engagement and Success Together (“BEST”) engagement survey. In 2022,fiscal 2023, more than 90% of our associates participated in our survey, and that data is usedour 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 more than $3over $3.5 billion in incremental wages and share-based compensation for our front-linefrontline associates, which included creating many new roles for our associates to grow into inclusive of 1,600 new assistant store manager positions and 10,000 department supervisor positions.as they advance along their career path. In fiscal 2022,2023, we implemented $170awarded more than $350 million in annual wage increases, effective December 2022, in addition to more than $580 million indiscretionary and profit-sharing and discretionary bonuses we awarded throughout the year to our U.S. front-linefrontline associates. In addition, weWe 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. This onboarding includes assigning dedicated mentors to help new hires through the learning process.

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 our customers.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 2022,2023, we held our tentheleventh 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 executiveofficer 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. We also recognize the importance of strengthening our bonds with the diverse communities we serve. We are one of the founding partners of the OneTen coalition, which has committed to hiring one million Black Americans in the next ten years. We are also a limited partner in Ariel Alternatives’ “Project Black” fund, which aims to scale sustainable minority-owned businesses and position them as leading suppliers to Fortune 500 companies.

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. Additionally, nearly 90% of our store leaders have advanced to their current positions from hourly roles.

This year, we expandedOur Lowe’s University offerings to include the district manager and store manager immersive week-long leadership experience programs, delivered from the Lowe’s University training center; the virtual-deliveredvirtually-delivered store department supervisor fundamentals series; virtual-deliveredthe 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 qualityhigh-quality items that help our customers can feel good about purchasing.live more sustainably. We offerbegin by selecting suppliers and offering products and select vendors that promotesupport 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 and itsBoard’s Sustainability Committee monitormonitors and overseeoversees 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.

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Since the beginning of fiscal 2022,2023, we have met with shareholders representing over 65%75% of our institutionally-held shares in a number of forums, including as part of our regular investor relations outreach efforts and ESG-focusedgovernance 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 its relevant committees, whothe management teams have used this informationshareholder feedback to inform numerous changes to enhance our compensation, governance, human capital and sustainability efforts over the past several years, including:

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CORPORATE GOVERNANCE BEST PRACTICES

Sound and Effective Board Practices

Active Board oversight of Lowe’s strategy, business initiatives, industry positioning, human capitalworkforce 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

1112 out of 1213 director nominees (92%) are independent

SevenEight out of 1213 director nominees (58%(62%) are diverse, with five (42%six (46%) identifying as people of color and four (33%(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 20232024 Annual Meeting of Shareholders. The Annual Meeting will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 26, 202331, 2024 at www.virtualshareholdermeeting.com/LOW2023.LOW2024. This Proxy Statement and related materials were first made available starting April 13, 2023.18, 2024.

Proposal 1: Election of Directors

We are asking our shareholders to vote on the election of the 1213 candidates nominated by the Board of Directors for election as directors.

The Board has nominated the 1213 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 20242025 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. Alldirectors 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 20222023 Annual Meeting of Shareholders, except Scott H. Baxter, who was elected to the Board in August 2022.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 from time to time, business and organizational contacts of the directors and management.

Among our 1213 nominees for election to the Board, four self-identify as women and fivesix self-identify as people of color (meaning an individual who self-identifies as BlackAfrican American or African American,Black, Hispanic or Latino, Asian, Native Hawaiian or Other Pacific Islander, or American Indian or Alaska Native)Native or Two or More Races or Ethnicities).

The Board has remained mindful of refreshing its membership, with more than half of theseven new independent directors nominated for election at the Annual Meeting having joined the Boarddirector 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 5.75.9 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 1213 nominees named in this Proxy Statement.

		The Board of Directors unanimously recommends a vote “FOR” the election of each of the 1213 nominees named in this proposal.

						NOTICE OF ANNUAL MEETING AND& PROXY STATEMENT 20232024		1

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

2		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2023

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 fourtwo 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 (inclusive of gender and race) 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 and allof director nominations,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

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		RAUL ALVAREZ

			Independent Director Since: 2010 Age: 67 68 Lowe’s Board Committees: •  Compensation, Chair •  Sustainability •  Technology

Career Highlights:

•

Current Public Company Directorships:2017–present • Eli Lilly and Company • First Watch Restaurant Group, Inc. • Traeger, Inc. Operating Partner of Advent International Corporation, a global private equity firm

Mr. Alvarez has been an Operating Partner of Advent International Corporation, a global private equity firm, since 2017. He retired as a director

•

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 the Chairman of Skylark Co., Ltd., a leading restaurant operator in Japan, in March 2018. Mr. Alvarez served as President and Chief Operating Officer of McDonald’s Corporation, a leading global foodservice retailer, from August 2006 until his retirement in December 2009. Mr. Alvarez joined McDonald’s in 1994 and held a variety of leadership positions during his tenure with the company. Prior to joining McDonald’s, he held leadership positions at Wendy’s International,Company

First Watch Restaurant Group, Inc. and Burger King Corporation.

Traeger, Inc.

Previous Public Company Boards:

Mr. Alvarez served on the boards of Realogy Holdings Corp. from August 2013 to May 2018 and

Dunkin’ Brands Group, Inc. from May 2012 to December 2020.

(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: 73 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

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.

•

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 invaluablevaluable insights into the views of institutional investors and perspectives on Company performance and opportunities. HavingHe 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.

6		NOTICE OF ANNUAL MEETING AND& PROXY STATEMENT 20232024

Proposal 1: Election of Directors

DIRECTOR NOMINEES

		SCOTT H. BAXTER

			Independent Director Since: 2022 Age: 58 59 Lowe’s Board Committees: •  Compensation •  Technology

Career Highlights:

•

Current Public Company Directorships:August 2021–present • President, Chief Executive Officer and Chair of the Board of Kontoor Brands, Inc. , a global lifestyle apparel company

 

Mr. Baxter has served as

•

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., a global lifestyle apparel company, since August 2018 when VF Corporation, one of the world’s largest apparel, footwear and accessories companies, announced its intention to separate its jeanswear organization into an independent, publicly traded company. Mr. Baxter has served as Chair of Kontoor’s board of directors since August 2021. From January 2018 to August 2018, Mr. Baxter served as Group President, Americas West at VF Corporation and was responsible for overseeing brands such as The North Face and Vans. Prior to that, Mr. Baxter held various other leadership roles at VF Corporation from 2007 to 2017, 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. In 2008, Mr. Baxter was named Coalition President for the VF Imagewear coalition, which comprised the Image and Licensed Sports Group divisions. Prior to joining VF, Mr. Baxter served in other leadership roles, including at The Home Depot, Inc., Edward Don &

Previous Public Company PepsiCo and Nestle.Boards:

Mr. Baxter has served on the board of

Topgolf Callaway Brands Corp. (formerly Callaway Golf Company) since November 2019 and will be stepping down in May 2023.

(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: 64 65 Lowe’s Board Committees: •  Audit •  Sustainability, Chair

Career Highlights:

•

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

 

Ms. Cochran has served as a director and as

•

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., a restaurant and retail concept with locations throughout the United 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 retailer Books-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 (2011–2024)

Dollar General Corporation from December 2012 to April 2020.

(2012–2020)

 

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

Ms. Cochran brings to Lowe’s Board more than 2530 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 AND& PROXY STATEMENT 20232024		7

Proposal 1: Election of Directors

DIRECTOR NOMINEES

		LAURIE Z. DOUGLAS

			Independent Director Since: 2015 Age: 59 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

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.

•

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 securityprotection 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. 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: 69 70 Lowe’s Board Committees: •  Nominating and Governance

Career Highlights:

•

Current Public Company Directorships:January 2023–Present • Chairman and Chief Executive Officer of Dollar Tree, Inc. , a leading operator of discount variety stores

 

Mr. Dreiling serves as the Lead Independent Director of the Lowe’s Board of Directors. Mr. Dreiling has served as a director and

•

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., a leading operator of discount variety stores, since March 2022, and was appointed Chief Executive Officer in January 2023. Mr. Dreiling retired in June 2015 from Dollar General Corporation, one of the nation’s largest discount retailers, 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., an operator of a chain of retail drug stores 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 served in a variety of leadership positions at Longs Drug Stores Corporation and Safeway, Inc.

Previous Public Company Boards:

Mr. Dreiling served on the boards of

Kellogg Company from June 2015 to February 2023, (2016–2023)

PulteGroup, Inc. from December 2015 to May 2022 and (2015–2022)

Aramark Corporation from February 2016 to April 2022.

(2016–2022)

 

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

Mr. Dreiling brings to Lowe’s Board more than 4050 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 AND& PROXY STATEMENT 20232024

Proposal 1: Election of Directors

DIRECTOR NOMINEES

		MARVIN R. ELLISON
			Chairman of the Board

 

		Director Since: 2018 Age: 5859

Career Highlights:

•

Current Public Company Directorships:May 2021–Present •  FedEx Corporation Chairman, President and Chief Executive Officer of Lowe’s

Mr. Ellison has served as

•

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

•

2016–2018 Chairman of the Board and Chief Executive Officer of Lowe’s since July 2018 and as Chairman of the Lowe’s Board of Directors since May 2021. Mr. Ellison previously served as 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 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. 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–Northern Division from 2006 to 2008, Senior Vice President–Logistics from 2005 to 2006, Vice President–Logistics from 2004 to 2005 and Vice President–Loss Prevention from 2002 to 2004. From 1987 to 2002, Mr. Ellison served in a variety of operational roles with Target Corporation.Directorships:

Mr. Ellison served on the board of J. C. Penney Company, Inc. from 2014 to 2018. Mr. Ellison also serves on the board of the Retail Industry Leaders Association.

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, installinstallation services, tool rental and Pro strategic initiatives, and improved customer service and efficiency across the organization to serve both DIY and Pro customers.

		DANIEL J. HEINRICH		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

 

•		Director Since:2017–2021 2021 Age: 67 Lowe’s Board Committees: • Compensation • Technology Current Public Company Directorships: • Dollar Tree, Inc. Senior Vice President, Chief Accounting Officer of DICK’S

 

•

2006–2017Variety 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

Mr. Heinrich most recently served as Executive Vice President and Chief Financial Officer of The Clorox Company, a global manufacturer and marketer of consumer and professional products, from June 2009 to November 2011. Mr. Heinrich held various senior-level positions at Clorox from 2001 to 2011, including Vice President, Controller and Chief Accounting Officer and Senior Vice President, Chief Financial Officer. Prior to joining Clorox, his executive roles included Senior Vice President, Treasurer of Transamerica Finance Corporation, Senior Vice President, Treasurer and Controller of Granite Management Company, Senior Vice President, Controller and Chief Accounting Officer of First Nationwide Bank and Senior Audit Manager at Ernst & Young.

•

2003–2006 Management roles at Sprint Nextel Corporation

Mr. Heinrich served on the boards of Aramark Corporation from November 2017 to February 2023, Edgewell Personal Care Company (formerly Energizer Holdings, Inc.) from April 2012 to February 2022 and Ball Corporation from August 2016 to April 2022.

•

1993–2000 Lieutenant in the Indian Navy

 

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

As the former Chief Financial Officer of a large, global organization, Mr. HeinrichGupta brings extensive executive-level financialretail finance and operating knowledge andmanagement experience to the Lowe’s Board. HeOver the course of his career, Mr. Gupta has strong expertisedeveloped deep insight into the complex financial and strategic issues facing large public retail companies, and he provides valuable perspectives in the areas of strategicrisk management, business development risk management, mergers and acquisitions, supply chain, operations, accounting, tax, investor relationsaccounting. In his role as Chief Financial Officer at DICK’S, Mr. Gupta also oversees GameChanger, a live streaming, scoring and information technology. Additionally, Mr. Heinrichstatistic mobile app for youth sports, and brings to ourthe Lowe’s Board valuable perspectives on corporate governance through his extensive experience serving as a director of several publicin digital platforms and private company boards.technology.

						NOTICE OF ANNUAL MEETING AND& PROXY STATEMENT 20232024		9

Proposal 1: Election of Directors

DIRECTOR NOMINEES

		BRIAN C. ROGERS

			Independent Director Since: 2018 Age: 67 68 Lowe’s Board Committees: •  Audit •  Nominating and Governance, Chair

Career Highlights:Current Public Company Directorships:

•  Raytheon Technologies Corporation

 

•

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

 

Mr. Rogers retired as the Non-Executive

•

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., a global investment management organization, in April 2019. He served as the Chairman from 2007 to 2017 and as Chief Investment Officer from 2004 to 2017. Mr. Rogers served as a director of the Price Group 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 held a variety of other senior leadership roles and had 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.

(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 invaluablevaluable insights into the views of institutional investors and perspectives on Company performance and opportunities.

		BERTRAM L. SCOTT

			Independent Director Since: 2015 Age: 72 73 Lowe’s Board Committees: •  Audit, Chair •  Nominating and Governance

Career Highlights:Current Public Company Directorships:

• Becton, Dickinson and Company

• Dollar Tree, Inc.

• Equitable Holdings, Inc. and certain wholly-owned subsidiaries

 

•

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

Mr. Scott retired as Senior Vice President of Population

•

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 Value Based Care at Novant Health, a leading healthcare provider, in May 2019, after serving in the 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 currently serves on the board of

Dollar Tree, Inc.

Equitable Holdings, Inc. (“EQH”) and continues to serve on the boards of Equitable America and Equitable Financial Life Insurance Company of America, which arecertain wholly-owned subsidiaries of EQH. Mr. Scott served on the board of

Previous Public Company Boards:

AllianceBernstein Holding L.P. from September 2020 to March 2022.

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 AND& PROXY STATEMENT 20232024

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: 55 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

Ms. Taylor has served as President, U.S. Merchant Services at American Express

•

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 a diversified financial services company, since September 2020. From August 2019 to September 2020, Ms. Taylor served as Executive Vice President, Merchant Services at Wells Fargo & Company, a banking and financial services company. Prior to that, Ms. Taylor served as Executive Vice President, New Payments at Mastercard Incorporated, a technology company in the global payments industry, from March 2017 to August 2019, and in a variety of other roles, including as Executive Vice President, Head of Treasury Management, Merchant Services and Enterprise Payments at Capital One Financial Corporation, a diversified financial services holding company, from April 2009 to March 2017.Boards:

Ms. Taylor served on the board of

Bill.com Holdings, Inc. from September 2020 to June 2022.

(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: 60 61 Lowe’s Board Committees: •  Audit •  Sustainability

Career Highlights:Current Public Company Directorships:

• Albertsons Companies, Inc.

• Hasbro, Inc.

 

•

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

Ms. West retired as Senior Vice President, Chief Growth Officer of The Hershey

•

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 a global confectionary manufacturer and marketer, in January 2020 after serving in that role since May 2017. Prior to that, Ms. West served as Executive Vice President, Chief Customer and Marketing Officer of J. C. Penney Company,Directorships:

Albertsons Companies, Inc., a department store retailer, from 2015 to March 2017. From 2012 to 2014, she served as Executive Vice President, Chief Category and Marketing Officer of Mondelez International,

Hasbro, 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 variety of other general management and marketing roles at Kraft Foods, Inc., since beginning her career there in 1986.

 

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 bringsmanaging large teams and possesses expertise in a number of critical areas, including strategic and operational planning and execution, merchandising, communications, disruptiveexecution. 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 and mergers and acquisitions.development.

12		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024				NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2023		11

Corporate Governance

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

12		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2023				NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024		13

Corporate Governance

COMPENSATION OF DIRECTORS

14		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2024				NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2023		13

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 Chairchair 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 20222023 Compensation

The following table shows the compensation paid to each non-employee director who served on the Board in fiscal 2022:2023:

14		NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 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 3, 2023:2, 2024:

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