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

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LOWE’S COMPANIES, INC.

(Name of Registrant as Specified In Its Charter)

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

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Dear Fellow Shareholders:

We thank you for your continued investment in Lowe’s. 2021 was Lowe’s centennial, a year in which we celebrated our remarkable growth from a small-town hardware store in Wilkesboro, North Carolina, to one of the world’s largest home improvement retailers. We extend our appreciation to our customers, our business partners and the more than 300,000 associates who demonstrated an unwavering commitment to delivering exceptional customer service and results in 2021.

We would like to highlight several of the ways the Board and management team have been working on your behalf this past year.

Oversight of Company Strategy: The Board has been actively engaged with management to implement our Total Home strategy, which is focused on providing our customers with the products and services they need for every project in the home. In 2021, the successful execution of our strategic priorities has enabled us to increase sales to our Pro and DIY customers and to continue to grow our market share. We delivered outstanding results this past year, with total sales growth of 7.4%, driven by comparable sales growth of 6.9%. Importantly, we drove improvements in two of our key growth areas, with consolidated Pro customer sales up 24% and Lowes.com sales up 18%. At the same time, we drove more than 170 basis points of operating margin improvement with our relentless focus on productivity improvements. The combination of higher sales and greater operating productivity resulted in a 55% increase in diluted earnings per share to $12.04 and a 36% increase compared to adjusted diluted earnings per share last year of $8.86.*

Board Composition: The Board is focused on maintaining a balance of distinguished leadership, diverse perspectives, strategic skill sets and professional experience relevant to its oversight of Lowe’s strategic objectives. Ten of our 11 director nominees are independent, 36% are women and 45% are racially or ethnically diverse. The Board is mindful of refreshing its membership, with more than half of the independent directors nominated for election at the Annual Meeting having joined the Board in the last six years.

Robust Shareholder Engagement Program: In 2021, we continued our robust shareholder engagement program, meeting with a broad range of shareholders throughout the year. This past winter, as part of our ESG-focused engagement efforts, we reached out to 34 investors, representing approximately 45% of shares outstanding at the time of outreach and met with 18 investors, representing approximately 32% of shares outstanding. These conversations focused on our strategy, human capital management efforts, diversity and inclusion programs and initiatives, Board composition, environmental sustainability and our corporate governance and executive compensation practices.

Focus on Operating Responsibly and Sustainably: The Board is focused on providing strong oversight of Lowe’s corporate responsibility efforts. The full Board provides oversight of overall sustainability risks, and the Sustainability Committee of the Board directly oversees Lowe’s corporate sustainability strategies. Our sustainability strategies and goals are based on commitments across three pillars: Our People & Our Communities, Product Sustainability and Operational Excellence. We are proud to share that we have committed to setting a science based net-zero target in 2022.

We value your continued engagement and support for Lowe’s. We encourage you to vote your shares at our Annual Meeting on Friday, May 27, 2022.

Sincerely,

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

* Adjusted diluted earnings per share 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

Notice of 2022 Annual Meeting of Shareholders

April 14, 2022

The 2022 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 27, 2022 at www..virtualshareholdermeeting.com/LOW2022, for the purpose of voting on the following matters:

1. To elect the 11 candidates nominated by the Board of Directors and named in the Proxy Statement for election as directors;

2. To approve, on an advisory basis, the Company’s named executive officer compensation in fiscal 2021;

3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2022;

4. To approve the Amended and Restated Lowe’s Companies, Inc. 2006 Long Term Incentive Plan;

5. To consider and vote upon five shareholder proposals set forth in the accompanying Proxy Statement, if properly presented at the Annual Meeting; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends a vote “FOR” each of the director nominees in proposal 1, “FOR” proposals 2, 3 and 4 and a vote “AGAINST” the shareholder proposals. 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 21, 2022 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 about the online-only meeting format, please see pages 83 to 84 of the Proxy Statement.

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

Sincerely,

Ross W. McCanless

Executive Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on May 27, 2022:

The Notice of 2022 Annual Meeting of Shareholders, Proxy Statement and

2021 Annual Report to Shareholders are available at www..proxyvote.com.

Table of Contents

Proxy Summary	i
Proposal 1: Election of Directors	1
Identifying and Evaluating Director Nominees	2
Director Nominees	6
Corporate Governance	12
Corporate Governance Guidelines and Code of Business Conduct and Ethics	12
Director Independence	12
Compensation of Directors	13
Board Meetings, Board Leadership Structure, Key Board Responsibilities and Committees	15
Security Ownership of Certain Beneficial Owners and Management	23
Compensation Discussion and Analysis	24
Executive Summary	25
Compensation Elements	30
Compensation Decision-Making Process	33
2021 Compensation Actions	35
Other Compensation Policies	42
Compensation Committee Report	43
Compensation Tables	44
Compensation Committee Interlocks and Insider Participation	54
Related Person Transactions	55
Policy and Procedures for Review and Approval of Related Person Transactions	55
Approved Related Person Transactions	55

Audit Matters	56
Report of the Audit Committee	56
Fees Paid to the Independent Registered Public Accounting Firm	57
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation in Fiscal 2021	58
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal 2022	59
Proposal 4: Approval of the Amended and Restated Lowe’s Companies, Inc. 2006 Long Term Incentive Plan	60
Equity Compensation Plan Information	66
Proposals 5–9: Shareholder Proposals	67
General Information	82
Additional Information	87
Delivery of Proxy Materials	87
Electronic Delivery of Proxy Materials	87
Shareholder Proposals for the 2023 Annual Meeting	87
Annual Report	88
Appendix A: Reconciliation of Non-GAAP Financial Measures	A-1
Appendix B: Categorical Standards for Determination of Director Independence	B-1
Appendix C: Amended and Restated Lowe’s Companies, Inc. 2006 Long Term Incentive Plan	C-1

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,” “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. 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 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. Inclusion of information in this Proxy Statement is not an indication that the subject or information is material to our business or operating results. 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 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.

$36.7 Billion	35.3%
CASH FLOWS FROM OPERATIONS IN THE LAST FIVE YEARS	2021 RETURN ON                                 INVESTED CAPITAL*

30.4%	$8.0 Billion	$28.6 Billion
2021 PER SHARE INCREASE IN ANNUAL DIVIDEND	DIVIDENDS PAID IN THE LAST FIVE YEARS	SHARES REPURCHASED IN THE LAST FIVE YEARS

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 2021 FINANCIAL HIGHLIGHTS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       i

LAUNCHING OUR TOTAL HOME STRATEGY

At the end of 2020, we launched the next chapter in our evolution to becoming a best-in-class omnichannel retailer. Building on the success of our Retail Fundamentals strategy, the Lowe’s Total Home strategy is focused on accelerating market share gains by providing do-it-yourself (“DIY”), do-it-for-me (“DIFM”) and Pro customers the products and services they need to complete the entire project.

Lowe’s Total Home strategy has enabled us to increase sales to our DIY and Pro customers and to continue to grow our market share in 2021. As a result of our outstanding financial performance, we were able to deliver value to shareholders through the payment of $2.0 billion in dividends and the repurchase of $13.1 billion of our common stock this fiscal year. 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 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.

ii       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

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:

• Attract and retain executives who have the requisite leadership skills to support the Company’s culture and strategic growth priorities;

• Maximize long-term shareholder value through alignment of executive and shareholder interests;

• Align executive compensation with the Company’s business strategies, which are focused on driving operational excellence and better serving our customers; and

• Provide market competitive total compensation with an opportunity to earn above market median pay when the Company delivers results that exceed performance targets, and below median pay when the Company falls short of performance targets.

Key Elements of Our 2021 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’ (“NEOs”) annualized target compensation at-risk and contingent upon the achievement of performance objectives or relative and absolute share price performance. Additionally, 71% of the CEO’s and 65% of the other NEOs’ compensation is in the form of long-term incentives.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       iii

Compensation Best Practices

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. In 2020, we refreshed our relevant priorities, which help to inform our sustainability strategies and goals. We are focused on our commitments across three pillars – Our People & Our Communities, Product Sustainability and Operational Excellence.

iv       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Our People & Our Communities

Human Capital

The full Board oversees 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. 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 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 associates to build meaningful careers that unlock their potential in an inclusive workplace as we work together to deliver the right home improvement products to our customers, 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 improve service through a deeper connection with our customers. We continue to execute on our multi-year program to integrate diversity and inclusion initiatives into our corporate strategy across three key areas: talent, culture and business. In our efforts to foster an inclusive culture, we launched a new multigenerational business resource group (“BRG”) in 2021, building upon the seven existing associate-led BRGs that are sponsored by our executive leadership team. We have also introduced badges for our store uniforms that identify the store associates who speak Spanish or American Sign Language. In 2021, we held our ninth annual Women’s Leadership Summit, focused on developing women leaders across our corporate and field locations. Additionally, Lowe’s joined the OneTen Coalition in 2020, with the joint commitment to advance the careers of one million Black Americans over the next 10 years.

In 2021, we continued to make progress with respect to diverse candidate slates for director-level-and-above positions, and we are partnering with our talent acquisition team and hiring managers to promote diverse interview panels for all open roles. Additionally, diversity is now integrated into quarterly business reviews, so leaders have visibility into their team’s actions and progress on driving Lowe’s culture, diversity and inclusion strategy.

In 2021, we published our inaugural diversity report, the 2020 Culture, Diversity & Inclusion Update, which highlights our diversity and inclusion initiatives and opportunities and provides additional information on how we assess diversity among our associates. We plan on publishing these reports annually to keep our stakeholders abreast of our strategy and results. In addition, we began publicly disclosing our consolidated EEO-1 report data in 2021.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       v

Below please find the diverse composition of our director nominees and executive officers.

Talent Development

We are committed to securing top talent and providing ongoing training and other developmental opportunities to facilitate meaningful careers at Lowe’s. In 2021, we enhanced our onboarding process so that new hires can quickly learn the skills needed for their position. We also offer a variety of leadership and development programs that develop skills and capabilities from product knowledge in our stores to advanced leadership principles for our leaders.

This year we expanded Lowe’s University Academies offerings and included certification programs for store and technology associates that further develop their skills and knowledge base.

Additionally, through Lowe’s Track to the Trades program, we provide tuition reimbursement to our associates, encouraging them to complete apprentice certifications in carpentry, plumbing, electrical, heat, air ventilation and cooling (“HVAC”) or appliance repair.

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 strong track record 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.

vi       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

In response to the evolving COVID-19 pandemic, we continued to evolve our benefits and wellness programs to increase access to care. We waived co-payments on pharmacy home deliveries, covered 100% of COVID-19 testing and vaccines, continued to operate our onsite clinics in a virtual care model and launched a new virtual behavioral health app. In partnership with CVS retail pharmacy and Premise onsite clinics, we launched a vaccine program, providing onsite access to sites across the country. In 2021, we also continued to offer emergency paid leave for associates who are suffering from COVID-19.

Store and Workplace Safety

Our associates and customers drive our success. Providing them with a safe environment for both working and shopping is essential. 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. In response to the COVID-19 pandemic, we instituted rigorous safety standards in support of social distancing and enhanced sanitizing and cleaning.

Product Sustainability

Lowe’s strives to put the customer first by providing high quality items that our customers can feel good about purchasing. We offer products and select vendors that promote 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.

Operational Excellence

We are focused on strengthening our business resilience and improving operational efficiency to reduce our impact on the environment. Our Board and the Sustainability Committee monitor and oversee progress toward our climate-related goals and targets, while our Sustainability Steering Committee leads the Company’s efforts to integrate corporate responsibility into our business, and our retail facilities and sustainability teams manage and track our operational energy use. Lowe’s actively combats climate change by working to lower operational and transportation-related energy use and greenhouse gas (“GHG”) emissions. In January 2022, building on our long-standing commitment to protect the climate, we announced a commitment to set a science based net-zero target in 2022, which will include near and long-term GHG emissions reduction goals for our full value chain, including Scopes 1, 2 and 3.

Lowe’s participates in the CDP’s climate, forestry and water security questionnaires to benchmark and quantify our environmental practices, to provide transparency on our progress and assist in the reduction of our contributions to climate change. We continue to align our sustainability reporting with the appropriate Sustainable Accounting Standards Board (“SASB”) standards for our industry, the Global Reporting Initiative (“GRI”) and the UN Sustainable Development Goals (“SDGs”). We also published our first Task Force on Climate-related Financial Disclosures (“TCFD”) report in 2021 to assess our climate-related risks and opportunities and better understand the potential impacts on our value chain.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       vii

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

SHAREHOLDER ENGAGEMENT

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

Key Items Discussed with Shareholders in 2021 and 2022
Board Leadership Structure	Business Performance and Strategic Direction
Human Capital Management Efforts	Diversity and Inclusion Programs and Initiatives
Board Composition and Risk Oversight	Environmental Sustainability and GHG Emission Reduction Goals
Executive Compensation Program Design and Link to Strategy	Corporate Governance Practices

Since the beginning of fiscal 2021, we have met 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 dialogues. We report the feedback from our shareholders on a regular cadence to the full Board and its relevant committees, who have used this information to inform numerous changes to enhance our compensation, governance and sustainability efforts, including:

• the amendment of our Bylaws in 2020 to reduce the ownership threshold to call shareholder special meetings to 15% of outstanding shares;

• the annual release of our consolidated EEO-1 report data beginning in 2021; and

• our commitment to set a science based net-zero target including our emissions reduction goals for Lowe’s full value chain in 2022.

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

viii       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

This past winter, we conducted a round of investor engagement focused primarily on ESG topics, including our 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 45% of our outstanding shares at the time of outreach and met with 18 investors, representing approximately 32% of our outstanding shares. Our Lead Independent Director met with shareholders representing approximately 21% 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 robust ESG-focused investor engagement going forward.

Winter 2021 – 2022 ESG Engagement^*

                        

*Percentages of outstanding shares are as of the time of outreach.

CORPORATE GOVERNANCE BEST PRACTICES

Sound and Effective Board 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 and data protection

Robust shareholder engagement program, including participation of independent directors

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

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

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       ix

Commitment to Shareholder Rights

Shareholder ability to call special meetings (reduced ownership threshold to 15% in 2020)

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

Robust year-round shareholder engagement process

2022 PROPOSALS	Board Recommends		See Page
Proposal 1:  Election of Directors				1
Proposal 2:  Advisory Vote to Approve the Company’s Named Executive Officer Compensation in Fiscal 2021				58
Proposal 3:  Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2022				59
Proposal 4:  Approval of the Amended and Restated Lowe’s Companies, Inc. 2006 Long Term Incentive Plan				60
Proposal 5:  Shareholder Proposal Requesting a Report on Median and Adjusted Pay Gaps Across Race and Gender				67
Proposal 6:  Shareholder Proposal Regarding Amending the Company’s Proxy Access Bylaw to Remove Shareholder Aggregation Limits				70
Proposal 7:  Shareholder Proposal Requesting a Report on Risks of State Policies Restricting Reproductive Health Care				73
Proposal 8:  Shareholder Proposal Requesting a Civil Rights and Non-Discrimination Audit and Report				76
Proposal 9:  Shareholder Proposal Requesting a Report on Risks from Worker Misclassification by Certain Company Vendors				79

x       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

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 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 27, 2022 at www..virtualshareholdermeeting..com/LOW2022. This Proxy Statement and related materials were first made available starting April 14, 2022.

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 for election as directors.

The Board has nominated 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 2023 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 Colleen Taylor, whose Board service would commence upon her election at the 2022 Annual Meeting of Shareholders. The other current directors were elected to the Board at the 2021 Annual Meeting of Shareholders.

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

Among our 11 nominees for election to the Board, four self-identify as women and five 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 independent 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 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 5.2 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 11 nominees named in this Proxy Statement.

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

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       1

Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

Board Nomination Process

The Nominating and Governance Committee reviews each director’s continuation on the Board prior to his or her re-nomination to serve on the Board. The Nominating and Governance Committee evaluates whether or not the director, based upon his or her skills, background, expertise and contribution to the Board, continues to support Lowe’s present and future needs. After the evaluation of a director, the Chair of the Nominating and Governance Committee and the Chairman of the Board inform each director under consideration of the Committee’s decision.

Additionally, with the assistance of an independent search firm, the Nominating and Governance Committee conducts targeted searches to identify well-qualified candidates who may have particular or complementary skills or backgrounds needed for the Company to execute its strategic vision. If an independent search firm is used, the Nominating and Governance Committee retains the search firm and approves payment of its fees.

The Nominating and Governance Committee will consider nominees recommended by shareholders, and its process for doing so is no different than its process for screening and evaluating candidates suggested by directors, management of the Company or third parties. See “Shareholder Proposals for the 2023 Annual Meeting” elsewhere in this Proxy Statement for the timeframe for shareholders to provide notice of any nominations of persons for election to the Board.

Ms. Taylor was recommended to the Nominating and Governance Committee as a result of an internal search process conducted by the Chairman, President and

Chief Executive Officer and Executive Vice President, Human Resources at the direction of the Nominating and Governance Committee.

Board Composition and Refreshment

The Board regularly seeks input from each of its directors with respect to the current composition of the Board in light of changes in our current and future business strategies, as well as our operating environment, as a means to identify any backgrounds or skill sets that may be helpful in maintaining or improving alignment between our Board composition and our business. In addition, we seek feedback from our shareholders regarding the backgrounds and skill sets that they would like to see represented on our Board. The Nominating and Governance Committee considers this feedback in its director search and nomination process.

Additionally, in order to promote thoughtful Board refreshment and to provide additional opportunities to maintain a balanced mix of perspectives and experience, the Board has adopted a mandatory retirement policy for non-employee directors as set forth in our Corporate Governance Guidelines. No director who is or would be the age of 75 or older at the expiration of his or her current term may be nominated to a new term. The policy does not provide for, and the Board has not granted, any exemptions or waivers.

The Board also prioritizes robust director orientation and onboarding programs to help new directors become rapidly integrated into boardroom discussions and maximize their contributions. The Board also encourages directors to periodically pursue programs, sessions or other materials as to the responsibilities of directors of publicly-traded companies.

2       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

Board Commitments

The Board understands the significant time commitment involved with serving on the Board and its committees, and it takes steps to assess that all directors and director nominees have the time necessary to fulfill their duties. Our Nominating and Governance Committee and Board only nominate candidates who they believe are capable of devoting the necessary time to successfully meet their duties, taking into account principal occupations, memberships on other boards and other responsibilities. Our Corporate Governance Guidelines state that no director shall serve on more than four public company boards, inclusive of the Company’s Board. Subject to any exception approved by the Nominating and Governance Committee, independent directors who serve as an executive officer of another public company may only serve on the board of directors of that company in addition to service on the Company’s Board. Management directors may not serve on more than two public company boards, inclusive of the Company’s Board.

Directors must advise our Chairman of the Board and the Lead Independent Director prior to joining the board of another public company or accepting any assignment to the audit or compensation committee of the board of directors of any public company of which such director is a member. In addition, directors must offer to resign from the Board as a result of a substantial change to their principal occupation, subject to further consideration by the Nominating and Governance Committee. The Nominating and Governance Committee assesses directors’ time commitment to the Board throughout the year, including through the annual evaluation process.

This year, the Nominating and Governance Committee determined that all of the director nominees demonstrated that they have committed and will commit the appropriate time to effectively serve on our Board and its committees. This assessment included a review of the following directors.

•  Richard W. Dreiling serves as our Lead Independent Director while also serving as Executive Chairman and a director on the board of Dollar Tree, Inc. and as an independent director of Kellogg Company. Subsequent to Mr. Dreiling’s nomination as Executive Chairman of Dollar Tree, he announced that he is stepping down from two of his other public company board positions at PulteGroup, Inc. in May 2022 and Aramark Corporation in April 2022. Based upon Mr. Dreiling’s attendance, tenure, skills and qualifications, his role and participation in Board responsibilities as Lead Independent Director, including engagement with

shareholders and quarterly one-on-one meetings with management, and his assurances that he will remain fully committed to continuing to dedicate the appropriate time to fulfill his duties as Lead Independent Director, the Committee has determined that it is in the best interests of shareholders that he be included as a director nominee. In so doing, the Committee has elected to make an exception to the Corporate Governance Guidelines’ limitation on public company executive officer board service for Mr. Dreiling’s 2022 Annual Meeting nomination.

•  Raul Alvarez serves as our Compensation Committee Chair while also serving as the Lead Independent Director of Traeger, Inc., the independent Chairman of First Watch Restaurant Group, Inc., (both of which are newly-public companies) and as a director at Eli Lilly and Company. Based upon Mr. Alvarez’s attendance, tenure, skills and qualifications and contributions as a member of the Board and as the Chair of the Compensation Committee, the Committee has determined that it is in the best interests of shareholders that Mr. Alvarez be included as a director nominee.

In making these determinations, the Committee has taken into account the individual skills and experience of these two directors, their unique contributions to the Board’s oversight of Company strategy, as well as the Company’s own Corporate Governance Guidelines, Mr. Dreiling’s retirement from the boards of PulteGroup and Aramark and the preferences of our institutional investors. The Committee intends to maintain its annual assessment of director commitments and its long-standing practice to provide exceptions to its Guidelines solely in instances in which it believes that making any such accommodation is appropriate, time-based and in the best interests of shareholders and the Company.

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 in recruitment and all director nominations. The composition of the Board reflects the Board’s commitment to diversity. The Nominating and Governance Committee assesses the composition, including the diversity, of the Board at least once a year and more frequently as needed, particularly when considering potential new director candidates.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       3

Proposal 1: Election of Directors

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

Board Qualifications and Criteria

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

•  High personal and professional ethics, integrity, practical wisdom and mature judgment;

•  Diverse individuals with varying perspectives and experience;

•  Broad training and experience at the policy-making level in business, government, education or technology;

•  Expertise that is useful to the Company and complementary to the background and experience of other Board members;

•  Willingness to devote the required amount of time to carrying out duties and responsibilities of Board membership;

•  Commitment to serve on the Board over a period of several years to develop knowledge about the Company’s principal operations; and

•  Willingness to represent the best interests of all shareholders and objectively appraise management performance.

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

4       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

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.

Knowledge, Skills and Experience

Corporate Governance/Regulatory/Risk Management Corporate governance experience as a director or officer of a public company, legal/regulatory experience and/or risk management experience

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Finance Experience in positions requiring financial knowledge and analysis. An understanding of financial reporting and controls, planning and capital allocation

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Marketing/Brand Management Marketing or managing well-known brands and the types of consumer products and services we sell

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Human Capital Management Experience in organizational management and talent development providing key insights into developing and investing in our associates

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Technology and E-Commerce Leadership and understanding of technology and data security. Expertise in digital platforms and new media supporting omnichannel strategy

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Senior Leadership Experience as a senior level business leader and/or senior government leader

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Retail Industry Experience An understanding of operational, financial and strategic issues facing large retail companies

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Gender

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Racial/Ethnic Diversity

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Tenure

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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       5

Proposal 1: Election of Directors

DIRECTOR NOMINEES

DIRECTOR NOMINEES

RAUL ALVAREZ

Director Since: 2010   Age: 66   Lowe’s Board Committees: • Compensation, Chair • Sustainability • Technology   Current Public Company Directorships: • Eli Lilly and Company • First Watch Restaurant Group, Inc. • Traeger, Inc.

Mr. Alvarez has been an Operating Partner of Advent International Corporation, a private equity 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 boards of Realogy Holdings Corp. from August 2013 to May 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 developed in-depth knowledge of consumer marketing, brand management, multi-national operations and strategic planning.

DAVID H. BATCHELDER

Director Since: 2018   Age: 72   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.

6       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Proposal 1: Election of Directors

DIRECTOR NOMINEES

SANDRA B. COCHRAN

Director Since: 2016   Age: 63   Lowe’s Board Committees: • Audit • Sustainability, Chair   Current Public Company Directorships: • Cracker Barrel Old Country Store, Inc.

Ms. Cochran has served as a director and as President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc., which operates over 664 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 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 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 more 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. and Books-A-Million, Inc. Her financial expertise will continue to be a tremendous asset as the Company continues to develop as an omnichannel home improvement company.

LAURIE Z. DOUGLAS

Director Since: 2015   Age: 58   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, 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.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       7

Proposal 1: Election of Directors

DIRECTOR NOMINEES

RICHARD W. DREILING

Director Since: 2012   Age: 68   Lowe’s Board Committees: •  Nominating and Governance   Current Public Company Directorships: •  Dollar Tree, Inc. •  Kellogg Company

Mr. Dreiling serves as the Lead Independent Director of the Lowe’s Board of Directors. Mr. Dreiling has served as a director and Executive Chairman of Dollar Tree, Inc., a leading operator of discount variety stores, since March 2022. Mr. Dreiling retired in June 2015 from Dollar General Corporation, the nation’s largest small-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, beginning in July 2003, Mr. Dreiling 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. Prior to joining Longs Drug Stores, his roles included Executive Vice President-Marketing, Manufacturing and Distribution at Safeway, Inc. and President of Vons, a division of Safeway.

Mr. Dreiling served on the boards of PulteGroup, Inc. from December 2015 to May 2022 and Aramark Corporation from February 2016 to April 2022.

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

Mr. Dreiling brings to Lowe’s Board more 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.

MARVIN R. ELLISON

Director Since: 2018   Age: 57   Current Public Company Directorships: •  FedEx Corporation

Mr. Ellison has served as President 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, 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.

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 board of the Retail Industry Leaders Association.

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, install services and pro strategic initiatives, and improved customer service and efficiency across the organization to serve both DIY and Pro customers.

8       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Proposal 1: Election of Directors

DIRECTOR NOMINEES

DANIEL J. HEINRICH

Director Since: 2021   Age: 66   Lowe’s Board Committees: • Compensation • Technology   Current Public Company Directorships: • Aramark Corporation • Dollar Tree, Inc.

Mr. Heinrich most recently served as Executive Vice President, 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 joined Clorox in 2001 as Vice President, 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 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 with Ernst & Young.

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

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

As the former Chief Financial Officer of a large, global organization, Mr. Heinrich brings extensive executive-level financial knowledge and experience to the Lowe’s Board. Mr. Heinrich has strong expertise in the areas of strategic business development, risk management, mergers and acquisitions, accounting and information technology. Additionally, Mr. Heinrich brings to our Board valuable perspectives on corporate governance through his experience serving as a director of several public companies.

BRIAN C. ROGERS

Director Since: 2018   Age: 66   Lowe’s Board Committees: •  Audit •  Nominating and Governance, Chair   Current Public Company Directorships: •  Raytheon Technologies Corporation  

Mr. Rogers retired as the Non-Executive Chairman of 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.

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.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       9

Proposal 1: Election of Directors

DIRECTOR NOMINEES

BERTRAM L. SCOTT

Director Since: 2015   Age: 71   Lowe’s Board Committees: • Audit, Chair • Nominating and Governance   Current Public Company Directorships: • Becton, Dickinson and Company • Dollar Tree, Inc. • Equitable Holdings, Inc. and certain wholly-owned subsidiaries    

Mr. Scott retired 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 currently serves on the board of Equitable Holdings, Inc. (“EQH”) and continues to serve on the boards of Equitable America and Equitable Financial Life Insurance Company of America, which are wholly-owned subsidiaries of EQH. Mr. Scott served on the board of AllianceBernstein Holding L.P. from September 2020 to March 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 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.

COLLEEN TAYLOR

  New Director Nominee   Age: 54     Current Public Company Directorships: • Bill.com Holdings, Inc.

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

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 strategic planning, mergers and acquisitions and brand management. 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.

10       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Proposal 1: Election of Directors

DIRECTOR NOMINEES

MARY BETH WEST

Director Since: 2021   Age: 59   Lowe’s Board Committees: • Audit • Sustainability   Current Public Company Directorships: • Albertsons Companies, Inc. • Hasbro, Inc.  

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

Ms. West served on the board of J.C. Penney Company, Inc. from 2005 to 2015.

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 brings expertise in a number of critical areas, including strategic and operational planning and execution, merchandising, communications, disruptive innovation, research and development and mergers and acquisitions.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       11

Corporate Governance

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

Corporate Governance

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted Corporate Governance Guidelines setting forth guidelines and standards with respect to the role and composition of the Board, the functioning of the Board and its committees, the compensation of directors, succession planning and management development, the Board’s and its committees’ access to independent advisors and other matters. The Nominating and Governance Committee of the Board regularly reviews and assesses corporate governance developments and recommends to the Board modifications to the Corporate Governance Guidelines as warranted. The Company has also adopted a Code of Business Conduct and Ethics for its directors, officers and associates. The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are posted on the Company’s website at ir.lowes.com.

DIRECTOR INDEPENDENCE

10 of 11 Director Nominees are Independent

All Committees are Composed Solely of

Independent Directors

The Company’s Corporate Governance Guidelines provide that, in accordance with Lowe’s long-standing policy and the applicable rules of the New York Stock Exchange (the “NYSE”), a substantial majority of the members of the Board must qualify as independent directors. The rules and regulations of the NYSE (the “NYSE rules”) provide that a director does not qualify as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The NYSE rules recommend that a board of directors consider all of the relevant facts and circumstances in determining the materiality of a director’s relationship with a company. The Board has adopted Categorical Standards for Determination of Director Independence (the “Categorical Standards”), which incorporate the independence standards of the NYSE rules, to assist the Board in determining whether a particular relationship a director has with the Company is a material relationship that would impair the director’s independence. The Categorical Standards establish thresholds at which directors’ relationships with the Company are deemed to

be not material and, therefore, shall not disqualify any director or nominee from being considered “independent.” A copy of the Categorical Standards is attached as Appendix B to this Proxy Statement.

In March 2022, the Board, with the assistance of the Nominating and Governance Committee, conducted an evaluation of director independence based on the Categorical Standards, NYSE rules and SEC rules and regulations (the “SEC rules”). The Board considered all relevant transactions, relationships or arrangements between each director or director nominee (and such individual’s immediate family members and affiliates) and each of Lowe’s, its management and its independent registered public accounting firm in each of the most recent three completed fiscal years. In determining the independence of each director or director nominee, the Board considered and deemed immaterial to such individual’s independence transactions involving the purchase or sale of products and services in the ordinary course of business between the Company, on the one hand, and, on the other, companies or organizations at which some of our directors, director nominees or their immediate family members were officers, employees or directors in each of the most recent three completed fiscal years. In each case, the amount paid to or received from these companies or organizations was well below 2% of total revenue of such companies or organizations and consequently below the threshold set forth in our Categorical Standards.

In addition, the Board considered the amount of any discretionary charitable contributions made by the Company in each of the most recent three completed fiscal years to charitable organizations where a director, a director nominee or a member of such individual’s immediate family, serves as a director or trustee. The Company has not made any payments to such organizations in the last three fiscal years.

As a result of the evaluation of the transactions, relationships or arrangements that do exist or did exist within the most recent three completed fiscal years (except for Mr. Ellison’s), the Board determined that they all fall well below the thresholds in the Categorical Standards. Consequently, the Board determined that each of Messrs. Alvarez, Batchelder, Dreiling, Heinrich, Rogers, Scott and Mr. Eric C. Wiseman (during his service in 2021) and Mses. Cochran, Douglas, Taylor, West and Ms. Angela F. Braly and Ms. Lisa W. Wardell (during their service in 2021) qualifies as an independent director under the Categorical Standards, NYSE rules and SEC rules. The Board also determined that each member of the Audit, Compensation, Nominating and Governance, Sustainability and Technology Committees

12       NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022

Corporate Governance

COMPENSATION OF DIRECTORS

(see membership information below under “Board Meetings, Board Leadership Structure, Key Board Responsibilities and Committees—Board Committees”) is independent, including that each member of the Audit Committee is “independent” as that term is defined under Rule 10A-3(b)(1)(ii) of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee is a “non-employee director” as defined under Rule 16b-3(b)(3)(i) of the Exchange Act. Mr. Ellison is not independent due to his employment by the Company as President and Chief Executive Officer.

COMPENSATION OF DIRECTORS

Compensation Philosophy

The Compensation Committee reviews director compensation annually and recommends changes to the Board for approval. The Compensation Committee assesses director compensation to align with Board and committee requirements and for market competitiveness against the Company’s Peer Group and Survey Group as described on page 34.

Lowe’s philosophy on compensating directors who are not employees (“non-employee directors”) is to use a mix of cash and equity that will align the interests of our directors with the long-term interests of Lowe’s shareholders and compensate our directors fairly and competitively for the obligations and responsibilities of serving as a director at a company of Lowe’s size and scope. To implement this philosophy, we target a split of one-third cash and two-thirds equity, with total target compensation at the median of the market. A director who is an employee of the Company receives no additional compensation for his or her services as a director. A non-employee director receives compensation for his or her services as described in the following paragraphs. All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings, conducting store visits and participating in other corporate functions.

Annual Retainer Fees

For fiscal 2021, each non-employee director was paid an annual retainer of $90,000. Our directors do not receive any meeting fees and do not receive any additional compensation for committee service other than for serving as a committee chair. Non-employee directors who served as the Chair of the Nominating and Governance Committee, Sustainability Committee or Technology Committee received an additional $15,000; the Chair of the Compensation Committee received an additional $20,000; and the Chair of the Audit Committee received an additional $25,000. Richard W. Dreiling, who served as Independent Chairman and Lead Independent

Director during fiscal 2021, received an additional $70,000. All annual retainer and chair fees are paid quarterly.

Stock Awards

The Board believes that director stock ownership provides greater alignment of interests between directors and shareholders and promotes strong corporate governance practices. The compensation plan adopted by the Board for non-employee directors adheres to this principle by providing a substantial portion of such director’s compensation in deferred stock units, which are credited to a deferral account during the term of such director’s service and are payable to the director (or to the director’s estate if the director should die while serving on the Board) in one share of common stock, $0.50 par value per share, of the Company (“Common Stock”) per deferred stock unit only upon the director’s termination of service as a director.

Non-employee directors receive grants of deferred stock units at the first Board meeting following the Annual Meeting of Shareholders each year (the “Award Date”). The annual grant of deferred stock units for each of the Company’s non-employee directors is determined by taking the annual grant amount and dividing it by the closing price of a share of Common Stock as reported on the NYSE on the Award Date, which amount is then rounded up to the next 100 units. The deferred stock units receive dividend equivalent credits, in the form of additional units, for any cash dividends subsequently paid with respect to Common Stock. All units credited to a director are fully vested and payable in the form of Common Stock after the termination of the director’s service.

For fiscal 2021, each non-employee director received an annual equity award of $175,000. Mr. Dreiling, who served as Independent Chairman and Lead Independent Director during fiscal 2021, received an additional equity award of $140,000.

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Corporate Governance

COMPENSATION OF DIRECTORS

2022 Compensation

Effective for fiscal 2022, the Board, upon recommendation of the Compensation Committee following its review of the Company’s Peer Group and broader market data prepared by the Compensation Committee’s independent compensation consultant, approved the following changes to non-employee director fees and stock awards:

•  The annual retainer for each non-employee director was set at $100,000 and the annual deferred stock unit equity award for non-employee directors was set at $200,000 to bring the total annual compensation paid to each non-employee director closer to the Peer Group and market median practice, and

•  The additional annual retainer for the Chairs of the Nominating and Governance Committee, the Sustainability Committee and the Technology Committee was set at $20,000 and the additional cash retainer for the Lead Independent Director was set at $100,000 to align with the scope of responsibilities and activity level of the roles at the Company.

Deferral of Annual Retainer Fees

Each non-employee director may elect to defer receipt of all, or a portion in 25% increments, of the annual retainer and any committee Chair, Lead Independent Director or, if applicable, Chairman fees otherwise payable to the director in cash. Deferrals are credited to a bookkeeping account as of the date retainers or fees would have otherwise 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 2021 Compensation

The following table shows the compensation paid to each non-employee director who served on the Board in fiscal 2021:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Raul Alvarez		103,750		175,347				279,097
David H. Batchelder		90,000		175,347				265,347
Angela F. Braly(3)		82,500		175,347				257,847
Sandra B. Cochran		97,500		175,347				272,847
Laurie Z. Douglas		105,000		175,347				280,347
Richard W. Dreiling		160,000		331,211				491,211
Daniel J. Heinrich		67,500		175,347				242,847
Brian C. Rogers		105,000		175,347				280,347
Bertram L. Scott		115,000		175,347				290,347
Lisa W. Wardell(4)		45,000		0		25,000		70,000
Mary Beth West		67,500		175,347				242,847
Eric C. Wiseman(4)		52,500		0		25,000		77,500

(1) The dollar amount shown for these stock awards represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation—Stock Compensation” (“FASB ASC Topic 718”) for 900 deferred stock units granted to each non-employee director and an additional 800 deferred stock units granted to Mr. Dreiling, who served as the Independent Chairman and the Lead Independent Director during fiscal 2021. See Note 11, “Share-Based Payments” to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended January 28, 2022 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used for calculating the grant date value of the deferred stock units. These amounts do not correspond to the actual value that may be recognized by a director with respect to these awards when they are paid in the form of Common Stock after the termination of the director’s service.

(2) Under a director legacy gift program, the Company makes a charitable contribution on behalf of directors who retire from the Board.

(3) Ms. Braly resigned from the Board on July 29, 2021.

(4) Ms. Wardell and Mr. Wiseman retired from the Board on May 28, 2021 and did not receive a grant of deferred stock units in 2021.

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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 January 28, 2022:

Name	Deferred Stock Units(#)
Raul Alvarez		34,448
David H. Batchelder		6,337
Sandra B. Cochran		10,817
Laurie Z. Douglas		13,283
Richard W. Dreiling		32,647
Daniel J. Heinrich		906
Brian C. Rogers		6,337
Bertram L. Scott		10,817
Mary Beth West		906

Director Stock Ownership Guidelines

To provide for our directors to become and remain meaningfully invested in our Common Stock, non-employee directors are required to own shares of Common Stock having a market value equal to five times the annual retainer fee payable to them. A non-employee director must meet the stock ownership requirement

within five years of becoming a member of the Board. In addition to shares owned by non-employee directors, the full value of deferred stock units is counted for purposes of determining a director’s compliance with the stock ownership requirement. All of our current directors have met or are on track to meet their stock ownership requirement within the five-year timeframe.

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

Attendance at Board and Committee Meetings

During fiscal 2021, the Board held five meetings. Each incumbent director attended 90% or more of the aggregate number of meetings of the Board and committees of the Board on which the director served during fiscal 2021.

Executive Sessions of the Independent Directors

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

Annual Meetings of Lowe’s Shareholders

Directors are expected to attend the Annual Meeting of Shareholders. All directors in office at the time attended last year’s Annual Meeting of Shareholders, which was held virtually, except for Ms. Wardell who was not standing for re-election.

Annual Evaluation of the Board, Committees and Individual Directors

Our Board recognizes that a robust and constructive evaluation process is an essential component of Board effectiveness. The Board, with the assistance of the Nominating and Governance Committee, conducts a self-evaluation annually to assess its performance. Additionally, each committee conducts an annual self-evaluation and each director annually evaluates each other director’s performance. The data to evaluate the quality and impact of an individual director’s service is gathered by having each director complete qualitative questionnaires. The Lead Independent Director discusses the results of the individual evaluations with each director. Each committee and the full Board review and discuss the results of the committee and Board evaluations. The goal is to use the results of the assessment process to enhance the Board’s functioning as a strategic partner with management as well as the Board’s ability to carry out its traditional monitoring and oversight function. The ways in which our evaluation processes inform Board composition, refreshment, director nomination, shareholder engagement and other matters are further discussed elsewhere in this Proxy Statement.

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

Board Leadership Structure

Lowe’s Board is responsible for creating a leadership structure that provides independent oversight of senior management. At least once every year, the Board reviews the appropriate leadership structure for Lowe’s. When evaluating the optimal structure, the Board reviews a variety of criteria, including shareholder feedback, Lowe’s strategic goals, the current operating and governance environment, the skill set of the independent directors, the dynamics of the Board and the strengths and talents of Lowe’s senior management at any given point in time. The Board does not believe that there is one leadership structure that is preferred and regularly discusses what the optimal leadership structure is for Lowe’s at that time.

Lowe’s Corporate Governance Guidelines permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. The Corporate Governance Guidelines further provide that if the Board determines the roles of Chairman and Chief Executive Officer are filled by the same individual, or if the Chairman is not an independent director, then a Lead Independent Director, who must be an independent director, will be elected by the independent directors annually at the meeting of the Board held in conjunction with the Annual Meeting of Shareholders. This approach provides the Board with flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs in light of the dynamic environment in which we operate and the Board’s assessment of the Company’s leadership at that time.

Over the course of the past year, the Nominating and Governance Committee and the full Board discussed the relative benefits of combining the Chairman and Chief Executive Officer roles versus retaining the separate roles with an Independent Chairman. After considering the perspectives of our independent directors, views of our

shareholders, peer company practices and governance trends, the Board unanimously elected Marvin R. Ellison, our President and Chief Executive Officer, as Chairman of the Board in June 2021. The Board believes that Mr. Ellison’s deep understanding of the Company’s business, growth opportunities and challenges enables him to provide strong and effective leadership to the Board and to keep the Board fully informed of important issues facing the Company. Additionally, the Board believes that Mr. Ellison’s exceptional leadership and track record of success since his appointment as President and Chief Executive Officer in 2018 makes him uniquely qualified to lead discussions of the Board, foster an important unity of leadership between the Board and management and promote alignment of the Company’s strategy with its operational execution.

In addition, the independent directors reaffirmed the Board’s commitment to empowered and active independent Board leadership by unanimously electing Richard W. Dreiling as Lead Independent Director. Mr. Dreiling previously served as Independent Chairman of the Board since 2018. Mr. Dreiling joined the Board in 2012 and brings more than 40 years of retail industry experience at all operating levels. As Chairman and Chief Executive Officer of a publicly-traded retail company prior to his retirement, Mr. Dreiling developed strong executive leadership and strategic management skills in the retail industry, and he has a track record of enhancing operational effectiveness to yield value for shareholders. During the course of 2021, in addition to fulfilling the responsibilities set forth below, Mr. Dreiling visited the Company’s headquarters at least once each quarter to meet with Mr. Ellison and other members of the Company’s management and met with shareholders representing approximately 21% of our outstanding shares as part of our 2021-2022 ESG investor engagement efforts.

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Corporate Governance

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

In order to ensure independent leadership, the Board has a robust set of responsibilities for the Lead Independent Director role as outlined below.

ROLES AND RESPONSIBILITIES OF THE LEAD INDEPENDENT DIRECTOR

The Lead Independent Director:

• Presides at all meetings of the Board at which the Chairman/CEO is not present, including executive sessions of independent directors;

• Serves as a liaison between the Chairman/CEO and independent directors;

• Approves information sent to the Board;

• Approves meeting agendas for the Board;

• Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;

• Has the authority to call meetings of the independent directors;

• Provides feedback from executive sessions of independent directors to the Chairman/CEO;

• Coordinates, with the Nominating and Governance Committee, the annual performance evaluation of the Chairman/CEO, the Board and each of its Committees and individual directors; and

• Facilitates effective communication between the Board and shareholders and shall be available for consultation and direct communication with major shareholders.

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

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ACTIVE BOARD OVERSIGHT CORPORATE STRATEGY HUMAN CAPITAL MANAGEMENT ENVIRONMENTAL AND SOCIAL ISSUES POLITICAL ADVOCACY RISK MANAGEMENT CYBERSECURITY AND DATA PRIVACY

Board’s Role in Corporate Strategy

Our Board is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our Company’s business strategy, including the risks and opportunities facing the Company and its portfolio, at an annual strategic planning session. In addition, long-range strategic issues, including the performance and strategic fit of our businesses, are discussed as a matter of course at Board meetings. Our Board regularly discusses corporate strategy throughout the year with management formally as well as informally and during executive sessions of the Board as appropriate. As discussed in “Board’s Role in Risk 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.

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 oversees 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 associate engagement survey. The full Board reviews talent management topics as standing agenda items, including CEO and senior management succession planning, diversity and inclusion and culture.

Board’s Role in Environmental and Social Issues

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

Board’s Role in Oversight of Political Advocacy

The Nominating and Governance Committee has oversight of Lowe’s political advocacy activities, including political contributions, trade association memberships, lobbying priorities and the Lowe’s Companies, Inc. Political Action Committee (“LOWPAC”). As part of its oversight role, it reviews our political engagement and contribution policy and monitors our ongoing political strategy as it relates to the overall public policy objectives for the Company. Lowe’s generally does not make contributions from corporate funds to political campaigns, super political action committees or political parties. Political contributions made by LOWPAC are approved by its advisory board, which consists of members of management across corporate and operational roles. All political advocacy is conducted to promote the interests of the Company and is made without regard for the private political preferences of Lowe’s directors or executives. In 2021 and 2020, we ranked in the First Tier of the CPA-Zicklin Index, an annual assessment which benchmarks political disclosure and accountability policies and practices for election-related spending of leading U.S. public companies.

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

Board’s Role in Risk Oversight

Overview

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

The primary responsibility for the identification, assessment and management of the various risks that we face begins with management. At the management level, risks are prioritized and assigned to senior leaders based on the risk’s relationship to the leader’s business area and focus. Those senior leaders develop plans to respond to the risks and measure the progress of risk management efforts. Our General Counsel provides centralized oversight of Lowe’s enterprise risk management program, which includes the Enterprise Risk Council (“ERC”) comprised of senior leaders with broad enterprise experience. The ERC supports the execution of the enterprise risk management program by working to identify, assess and categorize existing risks faced by the Company and evaluating action plans to appropriately respond to those risks. Additionally, the ERC identifies and assesses emerging risks in partnership with other senior leaders in alignment with new strategic initiatives and in response to an evolving business and industry landscape.

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

The Audit Committee coordinates the Board’s and each committee’s risk oversight. The Board’s oversight of risks is designed to confirm that management has processes in place to deal appropriately with risk and is integral to the oversight of the 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 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 Board’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 overview of the enterprise risk management program to the full Board of Directors and provides the Board with regular updates on the program and status of key risks facing the business. The Audit Committee regularly receives updates on key risk areas from members of management with primary responsibility for managing those risk areas and receives regular updates from the General Counsel and Chief Compliance Officer on legal and regulatory risk and compliance matters.

Cybersecurity and Data Protection Risk Oversight

Securing the information our customers, associates, vendors and other third parties entrust to Lowe’s is important to us. We have adopted physical, technological and administrative controls on data security, and have a defined procedure for data incident detection, containment, response and remediation. While everyone at Lowe’s plays a part in managing these risks, oversight responsibility is shared by the Board, the Audit Committee and management.

Our Chief Information Officer or Chief Information Security Officer provide regular cybersecurity updates in the form of written reports and presentations to the Audit Committee at every quarterly meeting. The Audit Committee regularly reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status and the current and emerging threat landscape. As part of our enterprise risk management program, Lowe’s receives external assessment for Payment Card Industry Data Security Standards compliance. Additionally, we leverage the National Institute of Standards and Technology security framework to drive strategic direction and maturity improvement and engage third-party security experts for risk assessments and program enhancements. We also maintain information security risk insurance coverage.

Compensation Committee Advisors

The Compensation Committee has sole authority under its charter to retain compensation consultants and other advisors and to approve such consultants’ and advisors’ fees and retention terms. In 2021, Semler Brossy Consulting Group, LLC acted as the independent compensation consultant and provided the Compensation Committee with advice and support on executive compensation issues. The compensation consultant assists with peer group identification and benchmarking, design of the Company’s executive compensation program and conduct of an annual risk assessment related thereto, review of compensation-related disclosures and related services. A more detailed description of the services performed by the Compensation Committee’s compensation consultant in fiscal 2021 is included in the “Compensation Discussion and Analysis” section of this Proxy Statement.

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

How to Communicate with the Board of Directors and Independent Directors

Shareholders and other interested parties can communicate directly with the Board by sending a written communication addressed to the Board or to any member individually in care of Lowe’s Companies, Inc., 1000 Lowes Boulevard, Mooresville, North Carolina 28117. Shareholders and other interested parties wishing to communicate with Mr. Dreiling, as Lead Independent Director, or with the independent directors as a group may do so by sending a written communication addressed to Mr. Dreiling, in care of Lowe’s Companies, Inc. at the above address. Any communication addressed to a director that is received at Lowe’s principal executive offices will be delivered or forwarded to the individual director as soon as practicable. Lowe’s will forward all communications received from its

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

shareholders or other interested parties that are addressed simply to the Board, to the Chairman, to the Lead Independent Director or to the Chair of the committee of the Board whose purpose and function is most closely related to the subject matter of the communication. All such communications are promptly reviewed before being forwarded to the addressee. Lowe’s generally will not forward to directors a shareholder communication that it determines to be primarily commercial in nature or that relates to an improper or irrelevant topic or requests general information about the Company.

Board Committees

The Board has five current standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Sustainability Committee and the Technology Committee. The Board may also establish other committees from time to time as it deems necessary. Committee members and committee chairs are appointed by the Board. The members of these committees as of January 28, 2022 are identified in the following table:

Member

Raul Alvarez(1)		Chair
David H. Batchelder
Sandra B. Cochran(2)				Chair
Laurie Z. Douglas					Chair
Richard W. Dreiling
Marvin R. Ellison
Daniel J. Heinrich
Brian C. Rogers			Chair
Bertram L. Scott	Chair
Mary Beth West
Number of Meetings in Fiscal 2021	6	6	5	2	2

⁽¹⁾ Mr. Alvarez was appointed Chair of the Compensation Committee on August 13, 2021.

⁽²⁾ Ms. Cochran was appointed Chair of the Sustainability Committee on August 13, 2021.

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

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Corporate Governance

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

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

Committee	Key Functions and Additional Information
Audit Committee	•  Oversees the Company’s accounting and financial reporting processes, internal controls and internal audit functions. •  Reviews and discusses with management and the independent registered public accounting firm the annual and quarterly financial statements and earnings press releases. •  Reviews and discusses the Company’s major financial risk exposures, and practices with respect to risk assessment and management, including data protection, privacy, cybersecurity, business continuity and operational risks, and the steps management has taken to identify, assess, monitor, control, remediate and report such exposures. •  Oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s Code of Business Conduct and Ethics and the Company’s policies and procedures for monitoring compliance, and meets at least annually with the Company’s General Counsel and Chief Compliance Officer to review the implementation and effectiveness of the Company’s compliance program. •  Reviews and pre-approves all audit and permitted non-audit services proposed to be performed by the independent registered public accounting firm. •  The Board has determined that three of the five members of the Audit Committee, Messrs. Rogers and Scott and Ms. Cochran, are each “audit committee financial experts” within the meaning of the SEC rules and that each of the members of the Audit Committee has accounting and related financial management expertise in accordance with the NYSE rules.
Compensation Committee	•  Reviews and approves on an annual basis the corporate goals and objectives related to the compensation for the Chief Executive Officer and other executive officers, evaluates at least once a year the Chief Executive Officer’s performance in light of these established goals and objectives and, based upon this evaluation, recommends the Chief Executive Officer’s compensation to the Board for approval by the independent directors. •  Reviews and approves the compensation for the other executive officers. •  Makes recommendations to the Board with respect to incentive compensation and equity-based plans that are subject to Board and shareholder approval. •  Reviews and approves all annual incentive plans for executives and all awards to executives under multi-year incentive plans, including equity-based incentive arrangements authorized under the Company’s equity incentive compensation plans. •  Oversees and considers regulatory compliance and any other risks arising from the Company’s compensation policies and practices.
Nominating and Governance Committee	•  Develops and recommends to the Board for its approval criteria and qualifications for potential candidates for the Board and its committees. •  Reviews and makes recommendations to the Board about the size, structure, composition and functioning of the Board and its committees, including a recommendation to the independent directors regarding the appointment of a Lead Independent Director whenever the Board has selected a Chairman who is not an independent director. •  Assists Board in determining and monitoring director and prospective director independence. •  Identifies, evaluates and recommends director candidates to the Board. •  Oversees annual performance evaluation of the Board, the committees of the Board, each individual director and management. •  Develops, recommends, assesses at least annually and recommends changes to the Board regarding, the Corporate Governance Guidelines applicable to the Company. •  Reviews and approves or disapproves related person transactions. •  Considers and recommends to the Board other actions relating to corporate governance.
Sustainability Committee	•  Assists the Board in discharging its responsibilities relating to oversight of the Company’s sustainability strategies and initiatives and to review the Company’s position on significant environmental and social issues. •  Assists the Board by evaluating and monitoring environmental, social and related public policy trends. •  Reviews, discusses and provides feedback to management on the Company’s programs, policies and practices pertaining to the Company’s environmental and social responsibility issues and impacts to support the sustainable growth of the Company. •  Monitors the Company’s performance against relevant external sustainability indices and reviews the Company’s annual Corporate Responsibility Report. •  Reviews and makes recommendations to the Board regarding responses to shareholder proposals encompassing matters overseen by the Committee.
Technology Committee	•  Oversees matters of technology, e-commerce and related innovation. •  Reviews and discusses management’s reports and recommendations on topics related to the Company’s approach to technology, ecommerce and related innovation strategy in support of the Company’s objectives.

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Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table provides information about the beneficial ownership of Common Stock as of March 21, 2022, except as otherwise noted, by each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock as well as each director, nominee for director, named executive officer and all current directors and executive officers as a group. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities indicated as beneficially owned by such person, subject to community property laws where applicable. Unless otherwise indicated, the address for each of the beneficial owners is c/o Lowe’s Companies, Inc., 1000 Lowes Boulevard, Mooresville, North Carolina 28117.

Name or Number of Persons in Group	Number of Shares(1)			Percent of   Class
Raul Alvarez		34,565			*
David H. Batchelder		34,608			*
William P. Boltz		138,891			*
Sandra B. Cochran		12,354			*
David M. Denton		200,435			*
Laurie Z. Douglas		13,328			*
Richard W. Dreiling		32,758			*
Marvin R. Ellison		529,596			*
Seemantini Godbole		91,970			*
Daniel J. Heinrich		1,169			*
Joseph M. McFarland III		161,695			*
Brian C. Rogers		16,358			*
Bertram L. Scott		10,854			*
Colleen Taylor		29			*
Mary Beth West		909			*
Current Directors and Executive Officers as a Group (18 total)		1,580,644	(2)		*
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		57,697,261			8.7	%(3)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		46,706,387			7.1	%(4)

* Represents holdings of less than 1%.

(1) Includes shares that may be acquired or issued within 60 days through exercise of stock options or settlement of deferred stock units upon termination of employment or Board service under the Company’s stock plans as follows: Mr. Alvarez — 34,565 shares; Mr. Batchelder — 6,358 shares; Mr. Boltz — 115,033 shares; Ms. Cochran — 10,854 shares; Mr. Denton — 166,112 shares; Ms. Douglas — 13,328 shares; Mr. Dreiling — 32,758 shares; Mr. Ellison — 421,161 shares; Ms. Godbole — 65,411 shares; Mr. Heinrich — 909 shares; Mr. McFarland III — 134,925 shares; Mr. Rogers — 6,358 shares; Mr. Scott — 10,854 shares; Ms. West — 909 shares; and current directors and executive officers as a group (18 total) — 1,240,319 shares.

(2) Includes 301,154 shares beneficially owned by other current executive officers not individually listed in the table.

(3) Shares held at December 31, 2021, according to a Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group, Inc. (“Vanguard”). The Schedule 13G/A reports that Vanguard has sole voting power over no shares, shared voting power over 1,175,116 shares, sole investment power over 54,820,784 shares and shared investment power over 2,876,477 shares.

(4) Shares held at December 31, 2021, according to a Schedule 13G/A filed with the SEC on February 1, 2022 by BlackRock, Inc. (“BlackRock”). The Schedule 13G/A reports that BlackRock has sole voting power over 39,629,351 shares, shared voting power over no shares, sole investment power over 46,706,387 shares and shared investment power over no shares.

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Compensation Discussion and Analysis

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains the key elements of our executive compensation program and compensation decisions as they relate to the following named executive officers (“NEOs”) of the Company in the 2021 fiscal year:

Marvin R. Ellison	Chairman, President and Chief Executive Officer
David M. Denton	Executive Vice President, Chief Financial Officer
Joseph M. McFarland III	Executive Vice President, Stores
William P. Boltz	Executive Vice President, Merchandising
Seemantini Godbole	Executive Vice President, Chief Information Officer

Our CD&A is organized as follows:

I.       Executive Summary	25
Fiscal 2021 Financial Highlights	25
Continuing to Support Our Front-Line Associates and Rewarding Outperformance	26
Launching Our Total Home Strategy	26
Compensation Philosophy and Objectives	27
Annual Say-on-Pay Vote and Shareholder Engagement	27
2021 Executive Compensation	28
How Our Executive Compensation is Tied to Performance	29
Pay Decisions and Compensation Governance Practices	30
II.Compensation Elements	30
III.Compensation Decision-Making Process	33
Role of the Compensation Committee	33
Role of the Independent Compensation Consultant	33
Role of Management	33
Compensation Market Data and Peer Group	34
IV.2021 Compensation Actions	35
Base Salary Adjustments	35
Annual Incentive Awards	35
Long-Term Equity Awards	39
Benefit Restoration Plan	41
Severance Arrangements	41
Perquisites	41
V.Other Compensation Policies	42
Compensation Risk Assessment	42
Stock Ownership Guidelines	42
Oversight of Stock Ownership, No Hedging or Pledging and Clawback of Incentive Compensation	42
VI.Compensation Committee Report	43

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

I. EXECUTIVE SUMMARY

We seek to 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 continued dividend growth since 1961.

$36.7 Billion	35.3%
CASH FLOWS FROM OPERATIONS                        IN THE LAST FIVE YEARS	2021 ROIC*

30.4%	$8.0 Billion	$28.6 Billion
2021 PER SHARE INCREASE IN ANNUAL DIVIDEND	DIVIDENDS PAID IN THE LAST FIVE YEARS	SHARES REPURCHASED IN THE LAST FIVE YEARS

Our Total Shareholder Return (“TSR”) results over the last 1-, 3- and 5-years outperformed peers and the broader market.

            TSR data is as of January 28, 2022, the Company’s fiscal year end.

⁽¹⁾ Includes companies in the Peer Group identified on page 34.                

Fiscal 2021 Financial Highlights

In fiscal 2021, we delivered another year of outstanding financial performance, with a 55% increase in diluted EPS to $12.04 and a 36% increase compared to adjusted diluted EPS last year of $8.86,* driven by total sales growth of 7.4%, with comparable sales growth of 6.9%, and a 25% increase in operating income. Through disciplined execution of our Total Home strategy, we delivered growth in consolidated Pro customer sales of 24% and growth in Lowes.com sales of 18%. We also delivered over 7% growth in our Home Décor merchandise division as we expanded our private brand offerings for our DIY customers to appeal to a wide array of tastes and styles. At the same time, our focus on our Perpetual Productivity Improvement initiatives generated over 170 basis points of operating margin improvement.

* ROIC is calculated using a non-GAAP financial measure, and adjusted diluted EPS is a non-GAAP financial measure. Refer to Appendix A for the calculation of ROIC and a reconciliation of non-GAAP measures.

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Continuing to Support Our Front-Line Associates and Rewarding Outperformance

Our highest priority is providing our customers and associates with a safe store environment as we continue to navigate the challenges posed by the ongoing pandemic. We continue to provide associates with emergency paid leave to recover from the effects of COVID-19.

In every quarter of 2021, 100% of our stores earned the Winning Together profit-sharing bonuses for front-line associates, with a total payout of $475 million. Given our better than expected performance, this represented an incremental $184 million over the target payment level. Additionally, in recognition of their commitment and hard work throughout 2021, we rewarded our front-line associates with a year-end special discretionary bonus totaling $265 million.

In September 2021, all of our corporate bonus-eligible associates below the Senior Vice President level received a mid-year annual incentive award payout equal to approximately 190% of the target payout level given achievement of pre-defined semi-annual performance goals for the annual incentive plan. The payment was prorated for active days in the first half of the fiscal year.

Supporting our associates is a critical aspect of our Company’s culture and strategy. In 2020 and 2021, we made a total of over $1 billion in discretionary payments directly to associates, in addition to quarterly Winning Together profit-sharing bonuses, which have totaled more than $850 million since 2020. Additionally, Lowe’s has invested well over $2 billion in incremental wage and equity programs to front-line associates since 2018.

Launching our Total Home Strategy

At the end of 2020, we launched the next chapter in our evolution to becoming a best-in-class omnichannel retailer. Building on the success of our Retail Fundamentals strategy, the Lowe’s Total Home strategy is focused on accelerating market share gains by providing DIY, DIFM, and Pro customers the products and services they need to complete the entire project.

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Lowe’s Total Home strategy has enabled us to increase sales to our DIY and Pro customers and to continue to grow our market share in 2021. As a result of our outstanding financial performance, we were able to deliver value to shareholders through the payment of $2.0 billion in dividends and the repurchase of $13.1 billion of our Common Stock this fiscal year. 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.

Compensation Philosophy and Objectives

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

The primary objectives of our program are to:

• Attract and retain executives who have the requisite leadership skills to support the Company’s culture and strategic growth priorities;

• Maximize long-term shareholder value through alignment of executive and shareholder interests;

• Align executive compensation with the Company’s business strategies, which are focused on driving operational excellence and better serving our customers; and

• Provide market competitive total compensation with an opportunity to earn above market median pay when the Company delivers results that exceed performance targets, and below median pay when the Company falls short of performance targets.

Annual Say-on-Pay Vote and Shareholder Engagement

The Board and the Compensation Committee carefully consider the results of our shareholders’ annual advisory “say-on-pay” vote. Lowe’s shareholders continue to express strong support for the Company’s executive compensation program with the Company receiving more than 92% advisory approval in 2021. This is consistent with the advisory approval over the past 10 years. In consideration of this continued support and belief that the program continues to support our strategy and drive performance, the Compensation Committee maintained the principal features and performance-based elements of the executive compensation program for 2021. At the Annual Meeting, the Company’s shareholders will again have the opportunity to approve Lowe’s executive compensation program through the advisory say-on-pay vote included as Proposal 2 in this Proxy Statement.

We believe that engaging with investors is fundamental to our commitment to sound governance and is essential to maintaining strong corporate governance practices. Since the beginning of 2021, we have engaged with representatives of approximately 70% of our institutionally-held shares as part of our regular investor relations outreach efforts and ESG-focused dialogue. Understanding the issues that are important to our shareholders is critical to ensuring that our program remains aligned with their interests and that we address any concerns they may have in a meaningful and effective way.

We report the feedback from our shareholders on a regular cadence to the full Board and its relevant committees, who have used this information to inform numerous changes to enhance our compensation, governance and sustainability efforts over the past several years. These have included: the amendment of our Bylaws in 2020 to reduce the ownership threshold to call shareholder special meetings to 15% of outstanding shares, the annual release of our consolidated EEO-1 report data beginning in 2021 and our commitment to set a science based net-zero target including our emissions reduction goals for Lowe’s full value chain in 2022.

This past winter, we conducted a round of investor engagement focused primarily on ESG topics, including 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 45% of our outstanding shares at the time of outreach and met

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

with 18 investors, representing approximately 32% of our outstanding shares. Our Lead Independent Director met with shareholders representing approximately 21% of our outstanding shares to provide a direct line of communication between our shareholders and the Board of Directors.

Winter 2021 – 2022 ESG Engagement

                        

*Percentages of outstanding shares are as of the time of outreach.

During these meetings, we discussed key corporate governance topics and shared our thoughts on the Compensation Committee’s approach to setting executive compensation. We asked our shareholders whether they had any concerns or feedback about our current executive compensation program. Overall, we received generally positive feedback on the structure, evolution and responsiveness of our compensation program, including the metrics in our annual and long-term incentive plans.

2021 Executive Compensation

Lowe’s has a long-standing commitment to pay for performance and provides a significant portion of compensation opportunities through variable pay arrangements. These arrangements are designed to hold our executive officers accountable for business results and reward them for consistently strong financial performance and the creation of value for our shareholders. To align pay with performance, our incentive compensation programs use objective pre-established performance measures: sales, operating income, inventory turnover and Pro sales growth for our annual incentive plan and ROIC for our performance share units. Each of these performance measures is further described beginning on page 36.

Our 2021 executive compensation program consisted of the following elements:

• Base salary

• Annual incentive awards

• Long-term equity awards granted in the form of:

• Performance share unit awards (“PSUs”)

• Stock options

• Restricted stock awards (“RSAs”)

• Retirement, health and severance benefits

• Limited perquisites

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Lowe’s compensation mix is heavily performance-based with 72% of the CEO’s and 67% of the other NEOs’ annualized target compensation at-risk and contingent upon the achievement of performance objectives or relative and absolute share price performance. Additionally, 71% of the CEO’s and 65% of the other NEOs’ compensation is in the form of long-term incentives.

How Our Executive Compensation is Tied to Performance

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

• Annual Incentive Awards: Payout is based on the Company’s achievement of financial (sales and operating income) and strategic (inventory turnover and Pro sales growth) goals. Threshold performance objectives must be achieved for any payout to be earned.

• PSUs: Payout is based on the Company’s achievement of (i) a three-year average ROIC goal for PSUs and (ii) a relative TSR modifier, which compares the Company’s TSR to the median TSR of companies listed in the S&P 500 Index over a three-year period. Threshold performance objectives must be achieved for any awards to be earned.

• Stock Options: Realized value for stock option awards is based on the increase in the market value of our Common Stock relative to the value when the award was granted.

Based on our performance in fiscal 2021, eligible executives received the following payouts of performance-based compensation:

• Annual incentive payouts were driven by above maximum performance in sales, operating income and Pro sales growth. Overall award payouts for the NEOs were at 189.76% of target.

• PSUs for the 2019-2021 performance period paid out at 200% based on above maximum adjusted ROIC and above median TSR.

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Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Pay Decisions and Compensation Governance Practices

	WHAT WE DO		WHAT WE DO NOT DO
	Provide 80% to 90% of total direct compensation opportunity (assuming target performance) for NEOs in the form of annual and long-term incentives		Provide single-trigger severance or tax gross-ups following change-in-control
	Annually assess peer group composition, financial and stock price performance and competitive compensation practices		Permit hedging, pledging or unauthorized trading of the Company’s securities by our employees or directors
	Annually assess compensation-related risks associated with regulatory, shareholder and market changes		Grant discounted stock options, extend the original option term, reprice or exchange underwater options without shareholder approval
	Annually assess the design and alignment of our incentive plans in relation to performance goals, business strategy, organizational priorities and shareholder interests		Provide an evergreen provision in our Long Term Incentive Plan
	The fully independent Compensation Committee retains an independent compensation consultant		Provide employment agreements to executives
	Link incentive compensation to a clawback policy, which was updated in January 2020 to incorporate misconduct that may result in significant financial or reputational harm
	Limit incentive payouts as a percentage of target awards
	Require significant stock ownership by all senior executives
	Provide limited perquisites

II. COMPENSATION ELEMENTS

To support our compensation philosophy and objectives, the Compensation Committee has designed the executive compensation program with an appropriate balance between annual and long-term compensation, as well as between fixed and at-risk pay. The largest portion of our executive compensation program is based upon achieving the Company’s financial and strategic performance objectives and contingent on achievement of challenging performance hurdles.

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. Accordingly, long-term incentive award opportunities, as a percentage of total compensation, are greater than annual incentive award opportunities.

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Compensation Discussion and Analysis

COMPENSATION ELEMENTS

The following table lists the key elements of the Company’s 2021 executive compensation program:

KEY ELEMENTS OF EXECUTIVE COMPENSATION Element Form Key Characteristics Link to Shareholder Value Key Benchmarks/Metrics Base Salary Cash Fixed cash compensation tied to the scope and responsibilities of each executive's position and the performance and effectiveness of the executive Provide a foundation of fixed income to the executive; encourage retention and attraction of top talent; and recognize effective leadership Subject to annual adjustment after consideration of competitive benchmark and relative compensation positioning Annual Incentive Awards Cash At-risk cash compensation tied to the achievement of annual financial performance and strategic goals established by the Compensation Committee for each fiscal year Promote the achievement of the Company's annual financial and strategic goals; and incent and reward financial and operating performance Sales (40%) Operating Income (40%) Inventory Improvement (10%) Pro Sales Growth (10%) Long-Term Incentive Awards PSUs 50% of LTI PSUs, which cliff vest at the end of the three-year performance period, are based on (i) the Company's average ROIC(1) relative to pre-determined threshold, target and maximum levels of performance for the three-year performance period, and (ii) a relative TSR modifier Promote the achievement of efficient long-term growth and TSR performance Three-year average ROIC goal Relative TSR modifier Stock Options 25% of LTI Stock options with a 10-year term vest ratably over three years(2) Promote the value-creating actions necessary to increase the market value of Common Stock Realized value is based on increases in the market value of our Common Stock relative to the value when the award was made RSAs 25% of LTI RSAs granted pursuant to the annual long-term equity grant cliff vest on the third anniversary of the grant date(2) Promote executive retention, stock ownership and alignment of interests with shareholders Realized value is based on market value of our Common Stock 10% 19% 71%KEY ELEMENTS OF EXECUTIVE COMPENSATION Element Form Key Characteristics Link to Shareholder Value Key Benchmarks/Metrics Base Salary Cash Fixed cash compensation tied to the scope and responsibilities of each executive's position and the performance and effectiveness of the executive Provide a foundation of fixed income to the executive; encourage retention and attraction of top talent; and recognize effective leadership Subject to annual adjustment after consideration of competitive benchmark and relative compensation positioning Annual Incentive Awards Cash At-risk cash compensation tied to the achievement of annual financial performance and strategic goals established by the Compensation Committee for each fiscal year Promote the achievement of the Company's annual financial and strategic goals; and incent and reward financial and operating performance Sales (40%) Operating Income (40%) Inventory Turnover (10%) Pro Sales Growth (10%) Long-Term Incentive Awards PSUs 50% of LTI PSUs, which cliff vest at the end of the three-year performance period, are based on (i) the Company's average ROIC(2) relative to pre-determined threshold, target and maximum levels of performance for the three-year performance period, and (ii) a relative TSR modifier Promote the achievement of strong long-term growth and TSR performance Three-year average ROIC goal Relative TSR modifier Stock Options 25% of LTI Stock options with a 10-year term vest ratably over three years(1) Promote the value-creating actions necessary to increase the market value of Common Stock Realized value is based on increases in the market value of our Common Stock relative to the value when the award was granted RSAs 25% of LTI RSAs granted pursuant to the annual long-term equity grant cliff vest on the third anniversary of the grant date(1) Promote executive retention, stock ownership and alignment of interests with shareholders Realized value is based on market value of our Common Stock 10% 19% 71%

Note: Compensation mix shown in the preceding table reflects target CEO compensation. The average compensation mix for other NEOs is as follows: base salary 17%, annual incentive awards 18% and long-term incentive awards 65% with the same award mix of PSUs, stock options and RSAs as shown above.

(1) Under the terms of these award agreements, executives must maintain employment with the Company during the three-year period, or terminate employment with the Company due to death, disability or qualified retirement (as defined in the grant agreement), to earn the awards.

(2) ROIC is a comprehensive long-term financial metric that incorporates both operating profit and balance sheet performance in the calculation. This metric motivates management to generate sustained profitable growth over time while balancing the Company’s effectiveness at allocating capital to drive future investment and growth. ROIC is computed by dividing the Company’s lease adjusted net operating profit after taxes for the year by the average of the Company’s invested capital as of the beginning and end of the fiscal year. “Invested capital” for these purposes means the average of current year and prior year ending debt and shareholders’ (deficit)/equity. See Appendix A for our fiscal 2021 ROIC calculation. The return percentages for each fiscal year in the performance period are averaged to yield a ROIC measure for the three-year performance period.

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Compensation Discussion and Analysis

COMPENSATION ELEMENTS

We also provide broad-based financial and health and welfare benefits on the same terms and conditions applicable to all eligible employees, including a 401(k) Plan with Company match, a non-qualified deferred compensation plan and 401(k) benefit restoration plan with Company match, comprehensive group health insurance, voluntary life, disability and accident benefits, a discounted employee stock purchase plan and other benefits, including reimbursement of costs associated with tax and financial planning, an annual physical examination and limited personal use of corporate aircraft, each of which are designed to enhance productivity and encourage the retention and attraction of our top talent. Effective January 1, 2022, NEOs are also eligible for individual disability insurance, which supplements the Company’s long-term disability plan. Additionally, we offer a severance plan for senior officers, which provides for severance payments, the continuation of health care benefits and Company-paid outplacement services.

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Compensation Discussion and Analysis

COMPENSATION DECISION-MAKING PROCESS

III. COMPENSATION DECISION-MAKING PROCESS

Role of the Compensation Committee

The Compensation Committee, which currently consists of three independent directors, is responsible for developing and administering our executive compensation program. The Compensation Committee works closely with its independent compensation consultant and meets regularly – approximately six times each year – and additionally as necessary, to make decisions related to our executive compensation programs and the compensation of our CEO (with the approval of the independent directors of the Board) and the Company’s executive officers. The Compensation Committee reports its actions to the Board at the Board meeting following each Compensation Committee meeting. The Compensation Committee’s responsibilities include approving:

• Compensation philosophy and strategy;

• Compensation of executive officers;

• Annual and long-term incentive metrics and performance goals;

• Achievement of goals in annual and long-term incentive plans;

• Peer groups of companies used for assessing market compensation levels, pay practices and performance; and

• CD&A disclosure in the annual proxy statement.

The full description of the Compensation Committee’s authority and responsibilities is provided in the Compensation Committee Charter, which is available on our Company website at ir.lowes.com.

Role of the Independent Compensation Consultant

The Compensation Committee directly engages and regularly consults with Semler Brossy Consulting Group, LLC, its independent compensation consultant for ongoing executive compensation matters. The Compensation Committee’s compensation consultant reports directly to the Compensation Committee and does not provide any services to the Company other than the Compensation Committee consulting services. The Compensation Committee has assessed the

independence of its compensation consultant pursuant to the independence factors specified by the SEC rules (as incorporated into the NYSE listing standards) and concluded that no conflict of interest exists that would prevent its compensation consultant from independently representing the Compensation Committee. During the 2021 fiscal year, Semler Brossy Consulting Group, LLC performed the following services:

• Attended all Compensation Committee meetings;

• Advised the Compensation Committee on the design of the Company’s annual and long-term incentive plans (including the selection of the performance metrics and assessment of performance goals);

• Provided the Compensation Committee with an external perspective on the reasonableness and competitiveness of our executive compensation program;

• Reviewed the selection of the peer groups of companies used for assessing market compensation levels, pay practices and performance;

• Provided periodic updates and guidance on regulatory and governance trends impacting compensation;

• Assessed the alignment of realizable CEO compensation with corporate performance;

• Assisted the Compensation Committee in conducting its annual risk assessment of our executive compensation programs; and

• Reviewed compensation-related proxy disclosures.

Role of Management

When making decisions on executive compensation, the Compensation Committee considers input from the Company’s Executive Vice President, Human Resources who works most closely with the Compensation Committee, both in providing information and analysis for review and in advising the Compensation Committee concerning compensation decisions (except as it relates specifically to her compensation and the compensation of our CEO). Our CEO reviews the performance of the NEOs (other than himself) and other executive officers and provides recommendations on executive officer compensation for the Compensation Committee’s consideration. The Compensation Committee reviews and discusses pay decisions related to the CEO in executive sessions without the CEO or any other members of management present.

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Compensation Discussion and Analysis

COMPENSATION DECISION-MAKING PROCESS

Compensation Market Data and Peer Group

Each year, the Compensation Committee reviews the peer group companies used to assess compensation and performance with the advice of the independent compensation consultant. The Compensation Committee approved the use of data from two sources for fiscal 2021: the Peer Group and the Survey Group.

The Peer Group is comprised of retail and customer service companies selected for direct relevance to Lowe’s business using the following criteria:

• Headquartered in the United States with publicly-traded securities listed on a major U.S. exchange;

• Operating in the Consumer Discretionary or Food & Staples retail sectors;

• Annual revenue greater than $10 billion; and

• Retail or customer service-based business model focused on producing strong operating income and TSR growth.

The companies in the Peer Group for fiscal 2021 were:

Best Buy Co., Inc.	Costco Wholesale Corporation	CVS Health Corporation	Kohl’s Corporation
Macy’s, Inc.	NIKE, Inc.	Nordstrom, Inc.	Starbucks Corporation
Target Corporation	The Home Depot, Inc.	The Kroger Co.	The TJX Companies, Inc.
	Walgreens Boots Alliance, Inc.	Walmart, Inc.

In fiscal 2021, Amazon.com, Inc. was removed from the Peer Group due to its atypical compensation structure and the diversity of its businesses.

PEER GROUP DATA FOR FISCAL 2021(1)
												TSR
	Revenues (MM)			Market Capitalization (MM)		Operating Income (MM)			1-year		3-year		5-year
75th Percentile		$	164,219		$224,543		$	10,424		38.8%		83.7%		182.4%
50th Percentile		$	93,561		$104,291		$	4,872		17.5%		59.8%		98.5%
25th Percentile		$	30,559		$  27,725		$	1,462		2.6%		23.1%		47.9%
Lowe’s Companies, Inc.		$	89,597		$158,324		$	9,647		42.8%		154.3%		250.1%
Percentile Ranking			49.3%		65.6%			74.2%		85.6%		93.1%		95.0%

Source: S&P Capital IQ

(1) Revenues and operating income are as of each company’s latest reported fiscal year as of January 28, 2022, which for Lowe’s is fiscal 2020. Market capitalization and TSR are as of January 28, 2022, which aligns with Lowe’s fiscal year end date.

The Survey Group is comprised of the Peer Group and other retail companies that Lowe’s competes with for executive talent, generally with over $10 billion in annual revenue.

At its January 2021 meeting, the Compensation Committee reviewed thorough compensation benchmarks based on the two groups described above with compensation data obtained from publicly available proxy statements and proprietary survey data provided by Korn Ferry. The Compensation Committee concluded that the benchmarks indicated that the NEOs’ target total direct compensation approximated market median, with an opportunity to earn above market pay when the Company delivers results that exceed performance targets and below market pay when the Company performance falls short of performance targets, consistent with our compensation philosophy.

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Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

IV. 2021 COMPENSATION ACTIONS

Base Salary Adjustments

The Compensation Committee reviews and adjusts the NEO base salaries each year after it has considered competitive benchmark and relative compensation positioning, which includes consideration of:

• Market adjustments;

• Internal alignment;

• Experience in the role; and

• Performance and any changes to roles or responsibilities.

As a result of the review, Messrs. Denton, McFarland and Boltz and Ms. Godbole received salary increases of between 2.0%-4.0% for 2021.

In 2021, the Compensation Committee approved the following base salaries for the NEOs:

Name and Position	2020 Base Salary			2021 Base Salary			% Increase
Marvin R. Ellison Chairman, President and Chief Executive Officer		$	1,450,000		$	1,450,000		—
David M. Denton Executive Vice President, Chief Financial Officer		$	943,500		$	962,400		2.0	%
Joseph M. McFarland III Executive Vice President, Stores		$	780,000		$	811,200		4.0	%
William P. Boltz Executive Vice President, Merchandising		$	743,500		$	773,200		4.0	%
Seemantini Godbole Executive Vice President, Chief Information Officer		$	676,000		$	703,000		4.0	%

Annual Incentive Awards

Our annual incentive plan provides each NEO the opportunity to receive an annual cash award based on the Company’s achievement of pre-determined financial and strategic goals. The formula for computing annual incentive payouts is as follows:

BASE SALARY		TARGET AWARD PERCENTAGE (% of Base Salary)		PERFORMANCE GOAL   ACHIEVEMENT LEVEL (% of Target Level)
Based on base salary eligible earnings in fiscal year 2021 with 2020 and 2021 base salaries prorated for the number of days in the fiscal year prior to and following the March 2021 effective date for 2021 base salary adjustments	X	•  200% of base salary for the CEO • 125% of base salary for the CFO •  100% of base salary for the other NEOs	X	•  Threshold percentage for all NEOs was 25% of target •  Maximum opportunity of 200% of target for all performance metrics	=	ANNUAL INCENTIVE AWARD EARNED

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Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

The following table describes the financial and strategic goals for the 2021 annual incentive awards and the weighting assigned to each goal, which are the same for all of the NEOs:

	Performance Metric			Metric Weighting
		Description	Performance Measured By
	Sales	Rewards NEOs on effective merchandising, driving market share gains and the enhancement of the Company’s omnichannel sales and marketing	Company sales	40%
	Operating Income	Rewards NEOs for profitability of Company operations and focuses management on operational efficiency and expense management	Company operating income	40%
	Inventory Turnover	Rewards NEOs for focusing on improving inventory management, which generates cash flow for investing in the business and returning value to shareholders	Cost of goods sold / average inventory	10%
	Pro Sales Growth	Rewards NEOs for focusing on growing Pro market share, which drives long-term sustainable sales growth and profitability for the business	Percentage increase in Pro sales over the prior year in the U.S. home improvement market	10%

In March 2021, the Compensation Committee approved the terms for our annual incentive awards, maintaining the same performance metrics and weightings used in 2020. However, the Committee simplified the inventory improvement metric to align more closely with the Company’s inventory management practices.

In light of the uncertain and unprecedented operating environment during the COVID-19 pandemic, at its December 2020 Investor Update, the Company released three models for 2021 financial performance – robust, moderate and weak market scenarios. The Compensation Committee set the 2021 target performance levels for financial goals based on the midpoint of the 2021 weak and robust market scenarios presented at the Company’s 2020 Investor Update, which

was equal to the moderate market scenario for sales and greater than the moderate market scenario for operating income. Threshold performance levels for financial goals were set to encourage incremental performance growth even if achievement of target performance proved challenging due to a weak macro-economic environment. The Compensation Committee set threshold performance levels for financial goals above 2020’s maximum performance levels. Maximum performance levels were set to encourage and reward above-target performance, even in a robust macro-economic environment. The Compensation Committee set maximum performance levels for financial goals above both the Company’s robust market scenario and 2020’s strong actual performance.

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Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

	Performance Metric	How 2021 Goals Were Set
	Sales	•   Target exceeded prior year target by $10.3 billion •   Threshold set above 2020’s maximum performance by over $2.7 billion •   Maximum set $4.7 billion above the Investor Update robust market scenario and $1.1 billion above 2020 actual performance
	Operating Income	•   Target exceeded prior year target by $2.5 billion and 2020 actual performance by over $100 million consistent with the Company’s commitment to deliver operating margin expansion in an uncertain market •   Threshold set above 2020’s maximum performance by over $800 million •   Maximum set $580 million above the Investor Update robust market scenario and $1.2 billion above 2020 actual performance
	Inventory Turnover	•   Target set to exceed Investor Update moderate market scenario expectations •   Threshold set in line with 2019 actual performance to set the floor to not go below pre-pandemic results •   Maximum set above 2020 actual performance
	Pro Sales Growth	•   Target set to exceed Investor Update moderate market scenario expectations •   Threshold set at flat growth over 2020 •   Maximum set at 10% growth, 200 basis points above 2020 maximum performance level

The Compensation Committee’s objectives in administering our annual incentive plan are to cause incentive awards to be calculated on a comparable basis from year-to-year, and to ensure that plan participants are incentivized and rewarded appropriately for Company performance. For these reasons, the Compensation Committee may make adjustments to the achievement under each performance goal at its discretion and has adopted adjustment guidelines. The adjustment guidelines generally relate to (i) amounts required to be reported separately under applicable accounting standards as extraordinary items, (ii) gains or losses as a result of changes in accounting principles, (iii) impact of changes in tax regulations, (iv) business results from unplanned acquisitions and divestitures, (v) costs and any other non-recurring items related to acquisition and divestiture activity, (vi) unplanned debt restructuring costs or costs associated with change in capital structure, (vii) costs of significant unplanned initiatives or investments and (viii) significant changes to stock buyback programs or capital restructuring.

The adjustment guidelines include the following specific items as potential adjustments for consideration: (i) impact of foreign currency fluctuations, (ii) impact of tariffs and unanticipated regulatory and policy changes, (iii) asset impairments or write-offs, including store closing costs, (iv) restructuring costs, (v) litigation costs and settlements for historical transactions, (vi) timing impact for items accelerated or delayed near year-end, (vii) acts of God and (viii) impact of global pandemics and public health emergencies.

In February 2022, the Compensation Committee reviewed the Company’s 2021 performance results relative to the goals to determine the annual incentive awards earned under the annual incentive plan for fiscal year 2021. The Company’s 2021 performance results for all annual incentive award metrics other than inventory turnover exceeded the maximum performance levels, and the Compensation Committee determined no adjustments were required to the Company’s 2021 performance results.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       37

Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

Based on the performance metrics established by the Compensation Committee and the Company’s 2021 performance, the Compensation Committee determined that Lowe’s achieved 189.76% of the target incentive opportunities for the NEOs.

Performance Metric (Weighted %) Below Threshold Threshold Below Target Target Above Target Maximum Achievement Result Sales 40% % of Payout 0% 25% 75% 100% 125% 200% $79.800B $81.900B $84.000B $86.430B $90.720B $96.250B Actual 200% Operating Income 40% $8.775B $9.262B $9.750B $10.337B $10.886B $12.093B Actual 200% Inventory Turnover 10% 3.61 3.67 3.73 3.78 4.11 3.72 98% Actual Pro Sales Growth 10% 0.0% 1.5% 3.0% 4.8% 10.0% 21.9% 200% Actual Overall Payout Result 189.76% * Dollars in billions

Based on results of the performance metrics approved by the Compensation Committee, the NEOs earned annual incentive awards for 2021 as follows:

Name	Base Salary(1)			x	Target Award % (% of Base Salary)			x	Performance Goal Achievement Level (% of Target)			=	Actual Award          Earned
Marvin R. Ellison		$	1,450,000			200	%			189.76	%			$	5,503,040
David M. Denton		$	959,856			125	%			189.76	%			$	2,276,778
Joseph M. McFarland III		$	807,000			100	%			189.76	%			$	1,531,363
William P. Boltz		$	769,202			100	%			189.76	%			$	1,459,638
Seemantini Godbole		$	699,365			100	%			189.76	%			$	1,327,116

(1) Based on base salary eligible earnings in fiscal year 2021 with 2020 and 2021 base salaries prorated for the number of days in the fiscal year prior to and following the March 2021 effective date for 2021 base salary adjustments.

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Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

Long-Term Equity Awards

In March 2021, the Compensation Committee approved a target long-term equity award for each executive officer, expressed as a percentage of base salary, and approved an equity award mix for the NEOs of:

• 50% PSUs

• 25% stock options

• 25% time-vested RSAs.

Target awards are determined based on each executive officer’s position and level of responsibility, the Company’s historical grant practices and market benchmarks reviewed annually by the Compensation Committee. For fiscal 2021, target awards as a percentage of base salary increased from 615% to 715% for the CEO to bring Mr. Ellison’s total pay closer to market median and from 300% to 350% for Ms. Godbole given her critical role in driving the Company’s technology transformation. Target awards remained the same as the prior year for the other NEOs.

2021 Award Mix. For 2021, the Compensation Committee did not change the award mix and weightings from the prior year. The Compensation Committee believes the mix of equity award types reflects an appropriate balance between providing incentive compensation for the achievement of Company-specific performance measures (PSUs), increases in the market value of the Common Stock (stock options) and retention (RSAs).

2021 Target Value. The following table reflects the target value of long-term equity awarded to each NEO for 2021 as a percentage of base salary and in dollars.

	2021 Target Long-Term			Target Total Equity
Name	% of Base Salary(1)			Award Value ($000s)(2)
Marvin R. Ellison		715	%		$	10,368
David M. Denton		450	%		$	4,331
Joseph M. McFarland III		400	%		$	3,245
William P. Boltz		400	%		$	3,093
Seemantini Godbole		350	%		$	2,461

(1) Base salary considered for long-term incentive plan purposes is as of April 1, 2021.

(2) Target total equity award values are rounded to the nearest thousand dollars.

2021 PSU Performance Metrics. The Compensation Committee determined that the PSUs awarded in 2021 will be earned based on the Company’s ROIC for the three-year performance period of fiscal years 2021 through 2023 and the relative TSR modifier.

ROIC is computed by dividing the Company’s lease adjusted net operating profit after taxes for the year by the average of the Company’s invested capital as of the beginning and end of the fiscal year. Invested capital for these purposes means the average of the current year and prior year ending debt and shareholders’ (deficit)/equity. See Appendix A for our fiscal 2021 ROIC calculation. The return percentages for each fiscal year in the performance period are averaged to yield a ROIC measure for the three-year performance period. The Compensation Committee believes strong ROIC performance is aligned with creating long-term value for the Company’s shareholders. Specifically, ROIC is a comprehensive long-term financial metric that incorporates both operating profit and balance sheet performance in the calculation, incenting management to generate sustained profitable growth over time. This metric also incentivizes the effective allocation of capital toward future growth investments.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       39

Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

The chart below illustrates how the relative TSR modifier expands the 2021 PSU performance award to range from 34% of target at threshold performance to 200% of target at maximum performance:

Target  Number of  PSUs Granted		ROIC    Performance    Level	Payout Percentage    (% of Target    Award)(1)		Lowe’s 3-Year TSR    Percentage Spread    from S&P 500 Index	Modifier(1)		PSU    Performance    Level	Final Payout    Opportunity    (% of Target Award)(1)
		Maximum	150%		≥+20%	1.33x		Maximum	200%
	x	Target	100%	x	0%	1.00x	=	Target	100%
		Threshold	50%		≤ (20)%	0.67x		Threshold	34%
		<Threshold	0%					<Threshold	0%

(1) Performance between discrete points will be interpolated; TSR modifier cannot be lower than 0.67x or higher than 1.33x; if ROIC is below threshold, there will be no payout.

2019 PSU Awards.The performance period for the PSUs awarded in 2019 (the “2019 PSUs”) ended on January 28, 2022, the last day of the 2021 fiscal year. The 2019 PSUs were eligible to be earned based on the Company’s average ROIC for fiscal years 2019 through 2021.

The Compensation Committee set the target ROIC performance level for the 2019 PSUs based on achievement of average ROIC goals over the performance period. Threshold and maximum ROIC performance levels were set at 90% and 110%, respectively, as a percentage of the target performance level. Based on the performance levels set by the Compensation Committee, the Company’s adjusted ROIC performance as determined by the Committee, and strong relative TSR performance during the performance period, 200% of the 2019 PSUs were earned and converted into shares of Common Stock. For purposes of determining the Company’s ROIC performance and the number of PSUs earned, the Compensation Committee determined to exclude the 0.077% impact to ROIC due to the $103 million impact to average invested capital driven by the loss on extinguishment of debt in 2020 from cash tender offers to purchase and retire an aggregate principal amount of $3 billion in outstanding notes.

Performance Metric	Threshold			Target			Maximum			2019-2021 Adjusted Performance		TSR Modifier		Performance    Goal    Achievement    (% of Target)
ROIC		22.70	%		25.20	%		27.70	%		27.73%		1.33		200%

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Compensation Discussion and Analysis

2021 COMPENSATION ACTIONS

Benefit Restoration Plan

The Benefit Restoration Plan, adopted by the Company in August 2002, is intended to provide NEOs and other qualifying executives with benefits lost due to qualified plan limitations imposed by the Internal Revenue Code of 1986, as amended(the “Code”) that are equivalent to those received by all other employees under the Company’s qualified retirement plans. The Company makes matching contributions to each executive officer’s Benefit Restoration Plan account under the same matching contribution formula based on the executive’s elective contribution to the 401(k) Plan, regardless of the Code limitations.

Severance Arrangements

The Compensation Committee approved a severance plan for senior executives (the “Severance Plan”) in August 2018 that covers all current NEOs other than Mr. Ellison. The terms of the Severance Plan are described on page 51. Mr. Ellison’s severance entitlements are governed by his offer letter, the terms of which are described on page 51.

All NEOs are also parties to agreements that provide severance benefits in the context of a change-in-control of the Company (the “Change-in-Control Agreements”). The Change-in-Control Agreements are described beginning on page 50.

Perquisites

NEOs and other qualifying executives are eligible for an annual routine physical to assess overall health and to screen for chronic diseases, which helps protect the investment we make in these key individuals. Services are accessed through Novant, Atrium Health or a personal physician and are capped at $6,000. In addition, these executives are eligible for a reimbursement of up to $12,000 for financial and tax planning services. Effective January 1, 2022, NEOs are also eligible for individual disability insurance, which supplements the Company’s long-term disability plan.

The Company owns and operates business aircraft to allow employees to safely and efficiently travel for business purposes and to allow limited personal travel for certain executives. The corporate aircraft allows executive officers to be far more productive than commercial flights since the corporate aircraft provides a confidential, safe and productive environment in which to conduct business. The personal usage of the corporate aircraft by the Chairman, President and Chief Executive Officer is currently capped at $200,000 of incremental cost per year. As set forth in the Summary Compensation Table on page 44, Mr. Ellison’s personal usage of corporate aircraft in 2021 accounted for less than 36% of the cap.

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Compensation Discussion and Analysis

OTHER COMPENSATION POLICIES

V. OTHER COMPENSATION POLICIES

Compensation Risk Assessment

Each November, the Compensation Committee performs a risk assessment of our compensation programs, which includes a targeted audit and analysis of the risk associated with the Company’s executive compensation program conducted by the Compensation Committee’s independent compensation consultant. In its annual review, the Compensation Committee considers the balance between pay components, measures of performance, magnitude of pay, pay caps, plan time horizons and overlapping performance cycles, program design and administration and other features that are designed to mitigate risk (e.g., stock ownership guidelines and clawback policy). Following its review, the Compensation Committee has determined that our compensation practices and policies do not incentivize inappropriate or excessive risk taking behavior by Company executives. Management and the Compensation Committee have determined that our compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company.

Stock Ownership Guidelines

The Compensation Committee strongly believes that executive officers should own appropriate amounts of Common Stock to align their interests with those of the Company’s shareholders. Executives can acquire Common Stock through our 401(k) Plan, employee stock purchase plan and long-term incentive awards.

The Compensation Committee has adopted stock ownership and retention guidelines for all senior executives in the Company. The ownership targets under the current guidelines are as follows:

Position	Target Ownership (Multiple of Base Salary)
Chairman, President and Chief Executive Officer	6.0x
Executive Vice Presidents	4.0x
Senior Vice Presidents	2.0x

The Compensation Committee reviews compliance with the guidelines annually. The Company determines the number of shares of Common Stock required to be held by each senior officer by dividing the applicable salary multiple ownership requirement (expressed as a dollar amount) by the average closing price of the Common Stock for the preceding fiscal year. Shares of Common Stock are counted towards ownership as follows:

• All shares held or credited to a senior officer’s accounts under the Lowe’s 401(k), benefit restoration, deferred compensation and employee stock purchase plans;

• All shares owned directly by the senior officer and his or her immediate family members residing in the same household; and

• 100% of the number of shares of unvested RSAs.

Senior officers may not sell the net shares resulting from an RSA or PSU vesting event or stock option exercise until the ownership requirement has been satisfied.

All of our NEOs are in compliance with the stock ownership guidelines.

Oversight of Stock Ownership, No Hedging or Pledging and Clawback of Incentive Compensation

The Compensation Committee has always supported transparent governance and compliance practices and protecting the interests of the Company’s shareholders. To strengthen the Company’s practices in these areas, the Company has (i) controls over transactions in the Company’s securities and (ii) a policy to claw back incentive compensation in the event an executive officer engaged in fraud or intentional misconduct resulting in significant financial or reputational harm, or resulting in a significant restatement of the Company’s financial results.

The Company prohibits all its employees, officers and directors from:

• Using Common Stock as collateral for any purpose, including in a margin account;

• Engaging in short sales of Common Stock;

• Engaging in any transaction involving the use of a financial instrument (including forward sale contracts, futures, equity swaps, puts, calls, collars and certain exchange funds) or other investment designed to hedge or offset any decrease in the market value of the Company’s securities or to leverage the potential return of a predicted price movement (up or down) in the Company’s securities; or

• Entering standing purchase or sell orders for Common Stock except for a brief period of time during open window trading periods.

The above prohibitions apply to all shares of Common Stock held directly or indirectly or granted as part of any employee’s, officer’s or director’s compensation.

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Compensation Discussion and Analysis

COMPENSATION COMMITTEE REPORT

Trading in Common Stock, including stock held in an account under the Lowe’s 401(k) Plan, by an executive and the executive’s immediate family members who reside with the executive or whose transactions are subject to the executive’s influence or control, is limited to open window trading periods designated by the Company’s General Counsel. In addition, all transactions by an executive involving Common Stock must be pre-cleared by the General Counsel.

The clawback policy, which was expanded in January 2020 to cover material financial or reputational harm, is a part of the Company’s Corporate Governance Guidelines. The policy provides the Board the right to recover for the benefit of the Company any portion of incentive compensation that was provided to any

executive officer (whether or not such compensation has already been paid or vested), if the Board, in its sole discretion, determines that (i) the incentive compensation was based on the Company having met or exceeded specific performance targets that were satisfied due to the executive officer engaging in fraud or intentional misconduct, including, but not limited to, conduct resulting in a significant restatement of the Company’s financial results or (ii) the executive officer engaged in any intentional misconduct that results in significant financial or reputational harm to the Company. The clawback policy defines “incentive compensation” to mean any compensation provided under the Company’s annual or long term incentive plans.

VI. COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management of the Company. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022.

Raul Alvarez, Chair

David H. Batchelder

Daniel J. Heinrich

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Compensation Tables

Compensation Tables

Summary Compensation Table

This table shows the base salary, annual incentive compensation and all other compensation paid to the NEOs. The table also shows the grant date fair value of the stock and option awards made to the NEOs.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)(2)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)(5)		Total ($)
Marvin R. Ellison Chairman, President and Chief Executive Officer		2021		1,450,000		—		8,248,835		2,595,136		5,503,040		74,704		17,871,716
		2020		1,450,000		—		13,532,435		2,233,797		5,800,000		59,649		23,075,881
		2019		1,450,000		—		6,410,644		2,074,702		1,258,657		427,366		11,621,369
David M. Denton Executive Vice President, Chief Financial Officer		2021		959,856		—		3,445,939		1,084,072		2,276,778		12,556		7,779,201
		2020		941,010		—		6,442,980		1,063,554		2,352,524		12,000		10,812,068
		2019		925,000		—		3,257,042		1,054,208		501,840		39,092		5,777,182
Joseph M. McFarland III Executive Vice President, Stores		2021		807,000		—		2,581,966		812,263		1,531,363		4,893		5,737,487
		2020		775,962		—		4,734,560		781,514		1,551,923		2,400		7,846,359
		2019		750,000		—		2,347,848		759,583		325,515		176,225		4,359,171
William P. Boltz Executive Vice President, Merchandising		2021		769,202		—		2,461,012		774,208		1,459,638		129,371		5,593,431
		2020		739,663		—		4,512,954		744,940		1,479,327		76,674		7,553,557
		2019		709,615		—		2,237,661		724,108		310,324		47,063		4,028,771
Seemantini Godbole Executive Vice President, Chief Information Officer		2021		699,365		—		1,958,094		616,013		1,327,116		108,387		4,708,975
		2020		672,500		—		3,077,393		507,981		1,345,000		100,414		5,703,288
		2019		626,442		—		2,443,212		467,223		266,922		209,323		4,013,122

(1) The value of the stock and option awards presented in the table equals the grant date fair value of the awards for financial reporting purposes (excluding the effect of estimated forfeitures) computed in accordance with FASB ASC Topic 718. For financial reporting purposes, the Company determines the fair value of a stock or option award accounted for as an equity award on the grant date. The Company recognizes an expense for a stock or option award over the vesting period of the award. PSUs are expensed over the vesting period based on the probability of achieving the performance goal, with changes in expectations recognized as an adjustment in the period of the change. NEOs receive dividends on unvested shares of time-vested RSAs during the vesting period. Dividends are not paid or accrued on unearned PSUs. The right to receive dividends has been factored into the determination of the fair values used in the amounts presented above.

The assumptions used to calculate the grant date fair value of the option awards granted in fiscal 2021 are as follows: expected volatility of 29.54%, expected dividend yield of 1.72%, an assumed risk-free interest rate of 1.37% and expected term of 7 years. See Note 11, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended January 28, 2022 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values.

(2) The amounts reported in this column include the sum of the grant date fair values of PSUs and RSAs. The 2021 PSUs will be earned based on the Company’s achievement of a three-year average ROIC goal and a relative TSR modifier. The PSUs are accounted for as equity awards. The 2021 stock award amounts include the following grant date fair values of the PSUs: Mr. Ellison — $5,656,832; Mr. Denton — $2,363,068; Mr. McFarland — $1,770,578; Mr. Boltz — $1,687,697; and Ms. Godbole — $1,342,809. The grant date fair values of the PSUs, assuming the maximum number of shares would be earned at the end of the three-year performance period, would have been: Mr. Ellison — $11,313,664; Mr. Denton — $4,726,135; Mr. McFarland — $3,541,157; Mr. Boltz — $3,375,393; and Ms. Godbole — $2,685,617.

(3) The amounts shown in this column reflect payments made under the Company annual incentive plan, which paid out at 189.76% based on performance achievement described in more detail on page 38.

(4) The amount shown in this column for Ms. Godbole for 2020 also reflects reimbursement for financial planning from the prior year.

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Compensation Tables

(5) Company matching contributions to qualified and non-qualified deferred compensation plans and perquisites in excess of $10,000 for the 2021 fiscal year are itemized below:

	Company Matching Contributions to:
Name	401(k) Plan ($)		Benefit Restoration Plan ($)		Reimbursement of Tax and Financial Planning Costs ($)		Personal Use of Corporate Aircraft ($)		Other ($)		Total ($)
Mr. Ellison		—		—		—		70,282		4,422		74,704
Mr. Denton		—		—		12,000		—		556		12,556
Mr. McFarland III		—		—		—		—		4,893		4,893
Mr. Boltz		10,576		86,708		12,000		16,098		3,988		129,371
Ms. Godbole		11,264		81,342		12,000		—		3,781		108,387

“Other” perquisites and benefits include, in addition to the categories itemized above, company-encouraged physical examinations, individual disability insurance and recognition gifts associated with certain corporate events. All amounts presented above, other than the amount for personal use of corporate aircraft, equal the actual cost to the Company of the particular benefit or perquisite provided. The amount presented for personal use of corporate aircraft is equal to the incremental cost to the Company of such use. Incremental cost includes fuel, landing and ramp fees and other variable costs directly attributable to personal use. Incremental cost does not include an allocable share of the fixed costs associated with the Company’s ownership of the aircraft.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       45

Compensation Tables

Grants of Plan-Based Awards

This table presents the potential annual incentive awards the NEOs were eligible to earn in fiscal 2021, as well as the stock options, RSAs and PSUs awarded to the NEOs in fiscal 2021 and the grant date fair value of those awards.

Name	Grant Date		Date of Committee Action		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
					Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Mr. Ellison
Annual Incentive						725,000		2,900,000		5,800,000
PSUs		4/1/2021		3/19/2021								9,212		27,096		54,192								5,656,832
Options		4/1/2021		3/19/2021																51,691		191.32		2,595,136
RSAs		4/1/2021		3/19/2021														13,548						2,592,003
Mr. Denton
Annual Incentive						299,955		1,199,820		2,399,639
PSUs		4/1/2021		3/19/2021								3,848		11,319		22,638								2,363,068
Options		4/1/2021		3/19/2021																21,593		191.32		1,084,072
RSAs		4/1/2021		3/19/2021														5,660						1,082,871
Mr. McFarland III
Annual Incentive						201,750		807,000		1,614,000
PSUs		4/1/2021		3/19/2021								2,883		8,481		16,962								1,770,578
Options		4/1/2021		3/19/2021																16,179		191.32		812,263
RSAs		4/1/2021		3/19/2021														4,241						811,388
Mr. Boltz
Annual Incentive						192,300		769,202		1,538,404
PSUs		4/1/2021		3/19/2021								2,748		8,084		16,168								1,687,697
Options		4/1/2021		3/19/2021																15,421		191.32		774,208
RSAs		4/1/2021		3/19/2021														4,042						773,315
Ms. Godbole
Annual Incentive						174,841		699,365		1,398,731
PSUs		4/1/2021		3/19/2021								2,186		6,432		12,864								1,342,809
Options		4/1/2021		3/19/2021																12,270		191.32		616,013
RSAs		4/1/2021		3/19/2021														3,216						615,285

(1) The NEOs are eligible to earn annual incentive compensation under the Company’s annual incentive plan for each fiscal year based on the Company’s achievement of one or more performance measures established at the beginning of the fiscal year by the Compensation Committee. For the 2021 fiscal year ended January 28, 2022, the performance measures selected by the Compensation Committee were the Company’s sales (weighted 40%), operating income (weighted 40%), inventory turnover (weighted 10%) and Pro sales growth (weighted 10%). The performance levels for the performance measures, the Company’s actual performance and the amounts earned by the NEOs for the 2021 fiscal year are shown on page 38. The amounts actually earned by the NEOs for the 2021 fiscal are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 44.

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Compensation Tables

(2) The PSUs reported in this column are earned based on the Company’s ROIC over a three-year performance period and a relative TSR modifier. No dividends will accrue or be paid on the PSUs during the three-year performance period. The terms of the PSUs are described in more detail beginning on page 39.

(3) The time-vested RSAs vest on the third anniversary of the grant date or, if earlier, the date the NEO terminates employment due to death or disability. For the NEOs who meet the retirement provisions of the applicable RSA grant agreements, their awards will vest upon retirement, but will not be transferred to the NEO until the original vesting date of the award. Retirement for this purpose is defined as the voluntary termination of employment with the approval of the Board at least six months after the grant date and on or after the date the NEO has satisfied an age and service requirement, provided the NEO has given the Board advance notice of such retirement. Messrs. Ellison, Denton, McFarland and Boltz and Ms. Godbole will satisfy the age and service requirement for retirement once their age in addition to years of service equals at least 70; provided the NEO is at least 55 years old. The NEOs receive cash dividends paid with respect to the RSA shares during the vesting period on the same terms as the other shareholders of the Company.

(4) All options have a 10-year term and an exercise price equal to the closing price of the Common Stock on the grant date. The options vest in three annual installments on each of the first three anniversaries of the grant date or, if earlier, the date the NEO terminates employment due to death or disability. The options granted to the NEOs will become exercisable in the event of retirement, as defined in the applicable grant agreement, in accordance with the original three-year vesting schedule and remain exercisable until their expiration dates.

(5) Amounts represent the grant date fair value of awards granted in fiscal 2021 for financial reporting purposes (excluding the effect of estimated forfeitures) computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value of the option awards granted are as follows: expected volatility of 29.54%, expected dividend yield of 1.72%, an assumed risk-free interest rate of 1.37% and expected term of seven years. The assumptions made in the valuation of the PSU awards are set forth in Note 11, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended January 28, 2022. The valuation of the time-vested RSAs is based on the closing price of our Common Stock on the grant date.

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2022       47

Compensation Tables

Outstanding Equity Awards at Fiscal Year-End

This table presents information about unearned or unvested stock and option awards held by the NEOs on January 28, 2022.

	Option Awards					Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Mr. Ellison		166,240	—	94.87	7/2/2028		60,072	14,116,319	240,303	56,468,802
		54,974	27,486(4)	108.93	4/1/2029
		40,005	80,009(5)	80.42	4/1/2030
		—	51,691(6)	191.32	4/1/2031
Mr. Denton		40,700	—	92.27	1/2/2029		28,410	6,676,066	113,653	26,707,318
		27,934	13,966(4)	108.93	4/1/2029
		19,047	38,094(5)	80.42	4/1/2030
		—	21,593 (6)	191.32	4/1/2031
Mr. McFarland III		43,810	—	114.07	10/1/2028		20,831	4,895,077	83,297	19,573,962
		20,127	10,063(4)	108.93	4/1/2029
		13,996	27,992(5)	80.42	4/1/2030