HOME DEPOT, INC. 10-K

Item 9A. Controls and Procedures. DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2024 based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of January 28, 2024 in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The effectiveness of our internal control over financial reporting as of January 28, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the transformation continues. Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended January 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Fiscal 2023 Form 10-K 66 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors The Home Depot, Inc.: Opinion on Internal Control Over Financial Reporting We have audited The Home Depot, Inc. and its subsidiaries' (the Company) internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2024 and January 29, 2023, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 28, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 13, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Atlanta, Georgia March 13, 2024 Fiscal 2023 Form 10-K 67 Table of Contents Item 9B. Other Information. During the fiscal quarter ended January 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “General,” and “Audit Committee Report” in our Proxy Statement for the 2024 Annual Meeting of Shareholders (“Proxy Statement”). Executive officers are appointed by, and serve at the pleasure of, the Board of Directors. Our executive officers are as follows: WILLIAM D. BASTEK, age 57, has been Executive Vice President – Merchandising, since March 2023. From January 2019 to March 2023, Mr. Bastek served as Senior Vice President of Merchandising, Hardlines for the Company, responsible for merchandising and marketing strategies for hardware and garden. Prior to that role, he was Merchandising Vice President for hardware and tools from December 2013 to January 2019. Mr. Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997. Mr. Bastek has served in various roles of increasing responsibility, including Global Product Merchant, Senior Merchant, Divisional Merchandise Manager and Merchandising Vice President for building materials. ANN-MARIE CAMPBELL, age 58, has been Senior Executive Vice President since November 2023. From October 2020 to October 2023, she served as Executive Vice President – U.S. Stores and International Operations, from February 2016 to October 2020, she served as Executive Vice President – U.S. Stores, from January 2009 to February 2016, she served as Division President of the Southern Division, and from December 2005 to January 2009, she served as Vice President – Vendor Services. Ms. Campbell began her career with The Home Depot in 1985 as a cashier and has held roles of increasing responsibility since she joined the Company, including vice president roles in the Company’s operations, merchandising, and marketing departments. She serves as a director of Workday, Inc., a financial and human capital management software vendor. MATTHEW A. CAREY, age 59, has been Executive Vice President – Customer Experience since April 2022. He served as Executive Vice President and Chief Information Officer from September 2008 to April 2022. From January 2006 through August 2008, he served as Senior Vice President and Chief Technology Officer at eBay Inc., an online commerce platform. Mr. Carey was previously with Wal-Mart Stores, Inc., a general merchandise retailer, from June 1985 to December 2005. His final position with Wal-Mart was Senior Vice President and Chief Technology Officer. He serves as a director of Chipotle Mexican Grill, Inc., which owns and operates restaurants in the U.S. and internationally. JOHN DEATON, age 50, has been Executive Vice President – Supply Chain & Product Development since November 2021. From April 2021 to October 2021, he served as Senior Vice President – Operations; from May 2017 to April 2021, he served as Senior Vice President – Supply Chain; from July 2011 to April 2017, he served as Senior Vice President – Brand and Product Development; and from April 2007 to June 2011, he served as Vice President – Supply Chain. EDWARD P. DECKER, age 61, has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022. He served as our President and Chief Operating Officer from October 2020 through February 2022. From August 2014 to October 2020, he served as Executive Vice President – Merchandising, and from October 2006 through July 2014, he served as Senior Vice President – Retail Finance, Pricing Analytics, and Assortment Planning. Mr. Decker joined The Home Depot in 2000 and held various strategic planning roles, including serving as Vice President – Strategic Business Development from November 2002 to April 2006 and Senior Vice President – Strategic Business and Asset Development from April 2006 to September 2006. Prior to joining the Company, Mr. Decker held various positions in strategic planning, business development, finance, and treasury at Kimberly-Clark Corp. and Scott Paper Co., both of which are consumer products companies. Fiscal 2023 Form 10-K 68 Table of Contents TIMOTHY A. HOURIGAN, age 67, has been Executive Vice President – Human Resources since June 2017. From February 2016 through June 2017, he served as Division President of the Southern Division. Prior to his role as Division President, Mr. Hourigan served in various human resources roles with the Company, including Vice President – Human Resources, U.S. Stores and Operations from September 2013 to February 2016; Vice President – Compensation and Benefits from February 2007 to September 2013; and Vice President – Human Resources from July 2002 to February 2007. RICHARD V. McPHAIL, age 53, has been Executive Vice President and Chief Financial Officer since September 2019. From August 2017 through August 2019, he served as Senior Vice President, Finance Control and Administration of the Company, and was responsible for enterprise financial reporting and operations, financial planning and analysis, treasury, payments, tax, and international financial operations. From August 2014 to September 2017, he served as Senior Vice President, Finance, with responsibility for U.S. Retail finance, strategic and financial planning, and business development activity. Mr. McPhail served as Senior Vice President, Global FP&A, Strategy, and New Business Development, from March 2013 to August 2014; Vice President, Strategic Business Development, from January 2007 to March 2013; and director of Strategic Business Development from May 2005 to January 2007. Prior to joining the Company in 2005, Mr. McPhail served as executive vice president of corporate finance for Marconi Corporation plc in London, England. Prior to Marconi, Mr. McPhail held positions with Wachovia Securities and Arthur Andersen. HECTOR PADILLA, age 49, has been Executive Vice President – U.S. Stores and Operations since November 2023. He previously served as Executive Vice President – Outside Sales & Services from May 2021 to October 2023, Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017. Mr. Padilla began his career with The Home Depot in 1994 as a store associate and has held roles of increasing responsibility since he joined the Company, serving in various management roles with oversight of field operations and services. TERESA WYNN ROSEBOROUGH, age 65, has been Executive Vice President, General Counsel and Corporate Secretary since November 2011. From April 2006 through November 2011, Ms. Roseborough served in several legal positions with MetLife, Inc., a provider of insurance and other financial services, including Senior Chief Counsel – Compliance & Litigation and most recently as Deputy General Counsel. Prior to joining MetLife, Ms. Roseborough was a partner with the law firm Sutherland Asbill & Brennan LLP from February 1996 through March 2006 and a Deputy Assistant Attorney General in the Office of Legal Counsel of the United States Department of Justice from January 1994 through February 1996. Ms. Roseborough serves as a director of The Hartford Financial Services Group, Inc., an investment and insurance company. FAHIM SIDDIQUI, age 57, has been Executive Vice President and Chief Information Officer since April 2022. He previously served as Senior Vice President of Information Technology from December 2018 to April 2022. Before joining The Home Depot, Mr. Siddiqui served as Senior Vice President and Chief Information Officer – eCommerce and Digital at Staples Inc. from May 2017 through November 2018. Prior to that role, he served in various technology, product and engineering leadership roles in the retail, energy and telecom sectors. Item 11. Executive Compensation. The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” and “Leadership Development and Compensation Committee Report” in our Proxy Statement; provided that the section entitled “Executive Compensation – Pay Versus Performance” in our Proxy Statement is not incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to the sections entitled “Beneficial Ownership of Common Stock” and “Executive Compensation – Equity Compensation Plan Information” in our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to the section entitled “Corporate Governance” in our Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference to the section entitled “Independent Registered Public Accounting Firm’s Fees” in our Proxy Statement. Fiscal 2023 Form 10-K 69 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. The following documents are filed as part of this report: 1. Financial Statements The following financial statements are set forth in Item 8 hereof: • Report of Independent Registered Public Accounting Firm ( KPMG LLP , Atlanta, GA , Auditor Firm ID: 185 ); • Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023; • Consolidated Statements of Earnings for fiscal 2023, fiscal 2022, and fiscal 2021; • Consolidated Statements of Comprehensive Income for fiscal 2023, fiscal 2022, and fiscal 2021; • Consolidated Statements of Stockholders’ Equity for fiscal 2023, fiscal 2022, and fiscal 2021; • Consolidated Statements of Cash Flows for fiscal 2023, fiscal 2022, and fiscal 2021; and • Notes to Consolidated Financial Statements. 2. Financial Statement Schedules All schedules are omitted, as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes. 3. Exhibits Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 1-8207. Our Registration Statements have the file numbers noted wherever such statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to shareholders without charge upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, via the internet at http://ir.homedepot.com, or by calling Investor Relations at (770) 384-2871. Exhibit Description Reference 3.1 Amended and Restated Certificate of Incorporation of The Home Depot, Inc. Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1 3.2 By-Laws of The Home Depot, Inc. (Amended and Restated Effective February 23, 2023) Form 8-K filed February 28, 2023, Exhibit 3.2 4.1 Indenture, dated as of May 4, 2005, between The Home Depot, Inc. and The Bank of New York Mellon Trust Company, N.A. (fka The Bank of New York Trust Company, N.A.), as Trustee Form S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1 4.2 Indenture, dated as of August 24, 2012, between The Home Depot, Inc. and Deutsche Bank Trust Company Americas, as Trustee Form S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3 4.3 Form of 5.875% Senior Note due December 16, 2036 Form 8-K filed December 19, 2006, Exhibit 4.3 4.4 Form of 5.40% Senior Note due September 15, 2040 Form 8-K filed September 10, 2010, Exhibit 4.2 4.5 Form of 5.95% Senior Note due April 1, 2041 Form 8-K filed March 31, 2011, Exhibit 4.2 4.6 Form of 2.700% Senior Note due April 1, 2023 Form 8-K filed April 5, 2013, Exhibit 4.2 4.7 Form of 4.200% Senior Note due April 1, 2043 Form 8-K filed April 5, 2013, Exhibit 4.3 4.8 Form of 3.750% Senior Note due February 15, 2024 Form 8-K filed September 10, 2013, Exhibit 4.3 4.9 Form of 4.875% Senior Note due February 15, 2044 Form 8-K filed September 10, 2013, Exhibit 4.4 4.10 Form of 4.40% Senior Note due March 15, 2045 Form 8-K filed June 12, 2014, Exhibit 4.3 4.11 Form of 4.250% Senior Note due April 1, 2046 Form 8-K filed June 2, 2015, Exhibit 4.3 4.12 Form of 3.35% Note due September 15, 2025 Form 8-K filed September 15, 2015, Exhibit 4.3 4.13 Form of 3.000% Senior Note due April 1, 2026 Form 8-K filed February 12, 2016, Exhibit 4.3 Fiscal 2023 Form 10-K 70 Table of Contents Exhibit Description Reference 4.14 Form of 4.250% Senior Note due April 1, 2046 Form 8-K filed February 12, 2016, Exhibit 4.4 4.15 Form of 2.125% Note due September 15, 2026 Form 8-K filed September 15, 2016, Exhibit 4.2 4.16 Form of 3.500% Note due September 15, 2056 Form 8-K filed September 15, 2016, Exhibit 4.3 4.17 Form of 3.900% Note due June 15, 2047 Form 8-K filed June 5, 2017, Exhibit 4.4 4.18 Form of 2.800% Note due September 14, 2027 Form 8-K filed September 14, 2017, Exhibit 4.2 4.19 Form of 3.900% Note due December 6, 2028 Form 8-K filed December 6, 2018, Exhibit 4.4 4.20 Form of 4.500% Note due December 6, 2048 Form 8-K filed December 6, 2018, Exhibit 4.5 4.21 Form of 2.950% Note due June 15, 2029 Form 8-K filed June 17, 2019, Exhibit 4.2 4.22 Form of 3.900% Note due June 15, 2047 Form 8-K filed June 17, 2019, Exhibit 4.3 4.23 Form of 2.950% Note due June 15, 2029 Form 8-K filed January 13, 2020, Exhibit 4.2 4.24 Form of 3.125% Note due December 15, 2049 Form 8-K filed January 13, 2020, Exhibit 4.3 4.25 Form of 2.500% Note due April 15, 2027 Form 8-K filed March 30, 2020, Exhibit 4.2 4.26 Form of 2.700% Note due April 15, 2030 Form 8-K filed March 30, 2020, Exhibit 4.3 4.27 Form of 3.300% Note due April 15, 2040 Form 8-K filed March 30, 2020, Exhibit 4.4 4.28 Form of 3.350% Note due April 15, 2050 Form 8-K filed March 30, 2020, Exhibit 4.5 4.29 Form of 0.900% Note due March 15, 2028 Form 8-K filed January 7, 2021, Exhibit 4.2 4.30 Form of 1.375% Note due March 15, 2031 Form 8-K filed January 7, 2021, Exhibit 4.3 4.31 Form of 2.375% Note due March 15, 2051 Form 8-K filed January 7, 2021, Exhibit 4.4 4.32 Form of 1.500% Note due September 15, 2028 Form 8-K filed September 21, 2021, Exhibit 4.2 4.33 Form of 1.875% Note due September 15, 2031 Form 8-K filed September 21, 2021, Exhibit 4.3 4.34 Form of 2.750% Note due September 15, 2051 Form 8-K filed September 21, 2021, Exhibit 4.4 4.35 Form of 2.700% Note due April 15, 2025 Form 8-K filed March 28, 2022, Exhibit 4.2 4.36 Form of 2.875% Note due April 15, 2027 Form 8-K filed March 28, 2022, Exhibit 4.3 4.37 Form of 3.250% Note due April 15, 2032 Form 8-K filed March 28, 2022, Exhibit 4.4 4.38 Form of 3.625% Note due April 15, 2052 Form 8-K filed March 28, 2022, Exhibit 4.5 4.39 Form of 4.000% Note due September 15, 2025 Form 8-K filed September 19, 2022, Exhibit 4.2 4.40 Form of 4.500% Note due September 15, 2032 Form 8-K filed September 19, 2022, Exhibit 4.3 4.41 Form of 4.950% Note due September 15, 2052 Form 8-K filed September 19, 2022, Exhibit 4.4 4.42 F orm of 5.125% Note due A p ril 30, 2025 Form 8-K filed December 4, 2023, Exhibit 4.2 4.43 F orm of 4.950% Note due September 30, 2026 Form 8-K filed December 4, 2023, Exhibit 4.3 4.45 F orm of 4.900% Note due April 15, 2029 Form 8-K filed December 4, 2023, Exhibit 4.4 4.46 Description of Securities Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33 10.1 † The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1 10.2 † Form of Executive Employment Death Benefit Agreement Form 10-K for the fiscal year ended February 3, 2013, Exhibit 10.2 10.3 † The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008) Form 8-K filed August 20, 2007, Exhibit 10.1 10.4 † Amendment No. 1 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008) Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.4 10.5 † Amendment No. 2 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008) Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.5 10.6 † The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1 Fiscal 2023 Form 10-K 71 Table of Contents Exhibit Description Reference 10.7 † The Home Depot FutureBuilder Restoration Plan Form 8-K filed August 20, 2007, Exhibit 10.2 10.8 † Amendment No.1 to The Home Depot FutureBuilder Restoration Plan Form 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8 10.9 † HD Supply Restoration Plan Form 10-K for the fiscal year ended January 29, 2023, Exhibit 10.9 10.10 † The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan Form 8-K filed August 20, 2007, Exhibit 10.3 10.11 † The Home Depot Amended and Restated Management Incentive Plan (effective January 31, 2022) Form 8-K filed May 24, 2022, Exhibit 10.1 10.12 † The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2012 Form 10-Q for the fiscal quarter ended April 29, 2012, Exhibit 10.1 10.13 † Form of Executive Officer Restricted Stock Award Pursuant to The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.1 10.14 † Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan Form 8-K filed November 15, 2007, Exhibit 10.1 10.15 † Form of Executive Officer Equity Award Terms and Conditions Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 6, 2013, Exhibit 10.1 10.16 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 8, 2016, Exhibit 10.1 10.17 † Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan Form 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21 10.18 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed February 28, 2018, Exhibit 10.3 10.19 † Form of Executive Officer Equity Award Agreement (Performance-Based Restricted Stock) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 4, 2019, Exhibit 10.2 10.20 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 4, 2019, Exhibit 10.3 10.21 † Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 2, 2020, Exhibit 10.1 10.22 † Form of Executive Officer Restricted Stock and Stock Option Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.4 10.23 † Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 1, 2021, Exhibit 10.1 Fiscal 2023 Form 10-K 72 Table of Contents Exhibit Description Reference 10.24 † Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 8-K filed May 24, 2022, Exhibit 10.2 10.25 † Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 8-K filed May 24, 2022, Exhibit 10.3 10.26 † Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 8-K filed February 28, 2023, Exhibit 10.1 10.27 † Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 8-K filed February 28, 2023, Exhibit 10.2 10.29 † Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 8-K filed May 24, 2022, Exhibit 10.4 10.30 † Employment Arrangement between Edward P. Decker and The Home Depot, Inc., dated February 24, 2022 Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1 10.31 † Employment Arrangement between Richard V. McPhail and The Home Depot, Inc., dated October 1, 2020 Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1 10.34 † Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023 Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1 10.35 † Separation Agreement between Jeffrey G. Kinnaird and The Home Depot, Inc., dated April 17, 2023 Form 10-Q for the fiscal quarter ended April 30, 2023, Exhibit 10.3 10.36 † Employment Arrangement between Matthew A. Carey and The Home Depot, Inc., dated April 19, 2022 Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3 10.37 †* Employment Arrangement between Teresa Wynn Roseb orough and The Home Depot, Inc., dated September 28, 20 11 21 * List of Subsidiaries of the Company 23 * Consent of Independent Registered Public Accounting Firm 31.1 * Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a) 31.2 * Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) 32.1 ‡ Certification of the Chair, President and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ‡ Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 * The Home Depot, Inc. Executive Compensation Clawback Policy Fiscal 2023 Form 10-K 73 Table of Contents Exhibit Description Reference 101.INS * XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH * XBRL Taxonomy Extension Schema Document 101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * XBRL Taxonomy Extension Label Linkbase Document 101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ————— † Management contract or compensatory plan or arrangement * Filed herewith ‡ Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC ’ s Regulation S-K Item 16. Form 10-K Summary. None. Fiscal 2023 Form 10-K 74 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE HOME DEPOT, INC. (Registrant) By: /s/ E DWARD P. D ECKER Edward P. Decker, Chair, President and Chief Executive Officer Date: March 13, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 13, 2024. Signature Title /s/ E DWARD P. D ECKER Chair, President and Chief Executive Officer (Principal Executive Officer) Edward P. Decker /s/ R ICHARD V. M C P HAIL Executive Vice President and Chief Financial Officer (Principal Financial Officer) Richard V. McPhail /s/ K IMBERLY R. S CARDINO Senior Vice President — Finance, Chief Accounting Officer and Controller (Principal Accounting Officer) Kimberly R. Scardino /s/ G ERARD J. A RPEY Director Gerard J. Arpey /s/ A RI B OUSBIB Director Ari Bousbib /s/ J EFFERY H. B OYD Director Jeffery H. Boyd /s/ G REGORY D. B RENNEMAN Director Gregory D. Brenneman /s/ J. F RANK B ROWN Director J. Frank Brown /s/ A LBERT P. C AREY Director Albert P. Carey /s/ L INDA R. G OODEN Director Linda R. Gooden /s/ W AYNE M. H EWETT Director Wayne M. Hewett /s/ M ANUEL K ADRE Director Manuel Kadre /s/ S TEPHANIE C . L INNARTZ Director Stephanie C. Linnartz /s/ P AULA A. S ANTILLI Director Paula A. Santilli /s/ C ARYN S EIDMAN- B ECKER Director Caryn Seidman-Becker Fiscal 2023 Form 10-K 75