;stroke:%20rgb(100%25,79.199219%25,21.998596%25);stroke-width:.1572;stroke-miterlimit:3.8637}.letter{fill-rule:evenodd;clip-rule:evenodd;fill:%20rgb(10.998535%25,22.698975%25,55.699158%25)}%20%3c/style%3e%3cpath%20fill='%23fff'%20d='m65.4%20103.2-13.5%2025.6h25.4l.2%20205.9H51.9l14.8%2025.7h433.6l14.5-25.7h-25.6l.2-205.9h25.4l-14.3-25.6H65.4z'/%3e%3cpath%20class='frame'%20d='M489.2%20334.7h25.6l41.7-72.3c11.9-20.9%2014.3-38.4%201.3-60.3l-43.1-73.2h-25.4c-.1-.1-.1%20205.8-.1%20205.8zM500.3%20360.4l-44.5%2077.2c-9.3%2014.6-26.4%2023.9-43.7%2024.3H154.7c-16.2%200-33.5-8.4-42.8-22.4l-45.2-79.2h433.6v.1zM500.5%20103.2%20453.8%2023C444.5%208.4%20428.6.1%20411.8.1H153.9c-18.5%200-34.2%209-44.6%2027l-44%2076h435.2v.1zM77.5%20334.7H51.9l-41.7-72.3c-12-20.9-14.4-38.5-1.4-60.4l43.1-73.2h25.4c.2%200%20.2%20205.9.2%20205.9z'/%3e%3cpath%20class='letter'%20d='M337.8%20169.5c0-30.2-19.9-40.4-59.1-40.4h-39.5v207h37.7v-79.4h15.7c29.2%200%2045.2-14%2045.2-42.5v-44.7zm-60.9-15.7h6.8c12.8%200%2016.4%205.5%2016.4%2019.8v49.1c0%209.3-12.1%209.3-23.1%209.3v-78.2h-.1zM451%20204.7v-44.8c0-27-26-34.9-49.5-34.9-23.1%200-49.1%207.9-49.1%2034.9v145.4c0%2027%2026%2034.9%2049.1%2034.9%2023.5%200%2049.5-7.9%2049.5-34.9v-47.4h-37.7v44.8c0%2010.5-3.9%2012.8-11.4%2012.8-7.8%200-11.7-2.3-11.7-12.8V162.5c0-10.5%203.9-12.8%2011.7-12.8%207.5%200%2011.4%202.3%2011.4%2012.8v42.2H451zM220.2%20232.9h-52.6v24.7h14.9l.1%2045.1c0%2010.5-3.9%2012.8-11.4%2012.8-7.8%200-11.7-2.3-11.7-12.8V162.5c0-10.5%203.9-12.8%2011.7-12.8%207.5%200%2011.4%202.3%2011.4%2012.8v42.2h37.7v-44.8c0-27-26-34.9-49.5-34.9-23.1%200-49.1%207.9-49.1%2034.9v145.4c0%2027%2026%2034.9%2049.1%2034.9%2023.5%200%2049.5-7.9%2049.5-34.9l-.1-72.4z'/%3e%3cpath%20d='M530%20443.7c0-10.6%208.6-18.4%2018.8-18.4%2010.1%200%2018.7%207.8%2018.7%2018.4%200%2010.7-8.6%2018.5-18.7%2018.5-10.2-.1-18.8-7.9-18.8-18.5zm18.8%2015.4c8.4%200%2015-6.5%2015-15.4%200-8.7-6.6-15.3-15-15.3-8.5%200-15.1%206.6-15.1%2015.3%200%208.8%206.6%2015.4%2015.1%2015.4zm-3.9-4.8h-3.2v-21.2h8.1c5%200%207.5%201.9%207.5%206%200%203.8-2.4%205.5-5.5%205.8l6.1%209.4h-3.6l-5.6-9.2H545v9.2zm3.8-11.9c2.7%200%205.2-.2%205.2-3.5%200-2.6-2.4-3.1-4.6-3.1h-4.4v6.6h3.8z'%20fill-rule='evenodd'%20clip-rule='evenodd'%20fill='rgb(10.998535%25,22.698975%25,55.699158%25)'/%3e%3c/svg%3e)
DEF 14A of Genuine Parts Co
Filed Mar 1, 2024 · FY20230000040987-24-000037
Election of Directors
Election of Directors Mr. E. Jenner Wood III has reached the mandatory retirement age for Board members and therefore will not stand for re-election at the 2024 Annual Meeting. We would like to take this opportunity to thank Mr. Wood for his leadership, many contributions and years of outstanding service on behalf of the Company, the Board of Directors and our shareholders. The Board of Directors of the Company currently consists of fourteen directors, including Mr. Wood. The Board has approved the recommendation of its Nominating and ESG Committee to nominate the fourteen nominees named below, which includes a new nominee, Mr. Charles K. Stevens III, who is nominated to fill Mr. Wood’s vacancy, and each of whom, if elected, will serve as directors until the 2025 Annual Meeting of Shareholders and the election and qualification of their successors. In the event that any nominee is unable to serve (which is not anticipated), the Board of Directors may: • designate a substitute nominee, in which case persons designated as proxies will cast votes for the election of such substitute nominee; • allow the vacancy to remain open until a suitable candidate is nominated; or • adopt a resolution to decrease the size of the Board. If any incumbent director nominee in an uncontested election fails to receive the required affirmative vote of the holders of a majority of the shares outstanding and entitled to vote which are represented at the Annual Meeting, under Georgia law, the director remains in office as a “holdover” director until his or her successor is elected and qualified or until there is a decrease in the number of directors serving on the Board of Directors. Our Amended and Restated Articles of Incorporation further provide that a director shall serve on the Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. If the director resigns, the Board of Directors may: • immediately fill the resulting vacancy; • allow the vacancy to remain open until a suitable candidate is appointed; or • adopt a resolution to decrease the size of the Board. The Board of Directors unanimously recommends that Shareholders vote "for" the election of all the Director nominees. Set forth below is certain information about each of the fourteen director nominees, including the experience, qualifications, attributes and skills that our Board of Directors believes makes them well qualified to serve as directors. Information about our director independence requirements, our director nominating process, our board leadership structure, a Board Matrix, and other corporate governance matters can be found in the “Corporate Governance” section.
Election of Directors
| Table of Contents | Proposal 1 Election of Directors |
Nominees for Director
Nominees for Director
Nominees for Director
| Elizabeth W. Camp | Background | Qualifications | | Financial Expert Director Since 2015 Independent Director Age 72 Committee • Audit | Elizabeth W. Camp is President and Chief Executive Officer of DF Management, Inc., a private investment and commercial real estate management company, a position she has held since 2000. Previously, Ms. Camp served in various capacities, including President and Chief Executive Officer of Camp Oil Company for 16 years. Ms. Camp also previously served as an independent director of Synovus Financial Corp. from 2003 to 2023 and was a member of its Risk Committee from 2017 to 2023. Ms. Camp also served as a director of CoreCard Corporation from 2020 to 2023 and was a member of the Audit and Compensation Committees during her tenure. | Ms. Camp has over 30 years of leadership experience in various executive roles, most recently as President and Chief Executive Officer of an investment and commercial real estate management company. Ms. Camp also previously served as an independent director at Synovus Financial Corp. where she chaired its Audit Committee and its Compensation Committee, served as a member of its Risk Committee, and served as Lead Independent Director at various points during her tenure. Ms. Camp also previously served as an independent director at CoreCard Corporation, a public company engaged in digital credit card processing, where she served as a member of its Audit Committee and Compensation Committee. Her previous experience as a tax attorney at large accounting and law firms in the Washington D.C. area also benefits the Company in the financial, accounting, tax, and legal areas. Ms. Camp’s background as an executive officer and director, and her experience in accounting, tax and legal matters have provided expertise in management, governance, and auditing, as well as leadership skills to our Board and Audit Committee. | | Richard Cox, Jr. | Background | Qualifications | | Director Since 2020 Independent Director Age 54 Committee • Audit | Mr. Cox is Senior Vice President - Reservation Sales and Customer Care at Delta Airlines, a position he has held since August 2022. Prior to joining Delta, Mr. Cox served as Chief Information Officer for Cox Enterprises and had been in that role since 2019. Mr. Cox joined Cox Automotive, a subsidiary of Cox Enterprises, in 2013, where he held several leadership positions including Vice President of Client Performance and Vice President of Business Operations and Customer Care. In 2018, the Mayor of Atlanta requested Cox Enterprises to allow Mr. Cox to serve as the city’s Chief Operating Officer as an executive on-loan. For 15 months, Mr. Cox provided executive oversight and directed internal operations for the city’s departments and agencies. Prior to joining Cox Automotive, Mr. Cox was CEO and President of Jones International University and prior to that, he served as Vice President of Customer Experience at Orbitz Worldwide, a leading online travel company. Mr. Cox began his career at Worldspan, a travel technology and content provider, and held several positions during his 11-year tenure at Worldspan. | Mr. Cox has over two decades of experience in technology and business operations. His experience at Delta Airlines, Cox Automotive, Orbitz, and Worldspan in a variety of leadership roles are highly valuable to the Company. During Mr. Cox’s tenure as the city of Atlanta’s COO, he led the city through the largest cyber attack of a U.S. municipality and successfully implemented the largest ever citywide shift to the cloud. Mr. Cox’s understanding of cyber and IT risk as well as data privacy is instrumental as a member of the Audit Committee. His significant experience in information technology, the automotive business, and his expertise in strategy, operations, customer care, analytics, business intelligence, security and technical services makes him a valuable asset to our Board and Audit Committee. |
Nominees for Director
| Table of Contents | Proposal 1 Election of Directors |
Nominees for Director
| Paul D. Donahue | Background | Qualifications | | Chairman Director Since 2012 Age 67 Committee • Executive | Paul D. Donahue is Chairman and Chief Executive Officer of the Company. In April of 2019 the Board of Directors appointed him as Chairman and in May of 2016, he was named Chief Executive Officer. From January of 2012 until May of 2016 he served as President of the Company. He served as President of the Company’s U.S. Automotive Parts Group from July, 2009 to February 1, 2016. Mr. Donahue served as Executive Vice President of the Company from August 2007 until his appointment as President. In addition, between 2004 and 2007, Mr. Donahue served as President and Chief Operating Officer of S. P. Richards Company, a former wholly-owned subsidiary of the Company. Mr. Donahue was a director of Truist Financial Corporation from 2019-2023, and served as a member of the Compensation and Human Capital Committee as well as the Trust Committee. | Mr. Donahue has 20+ years of successful operating and management experience with the Company, which has included extensive involvement with numerous operating divisions within the Company. Prior to joining the Company, Mr. Donahue spent 24 years with a publicly traded consumer products manufacturer. While there, he successfully held a number of sales, marketing, operations and executive positions. Mr. Donahue’s proven leadership and experience have contributed to the success of the Company and are beneficial to our Board. His experience and knowledge gained from his service on the Truist Board and Committees also brings great value to our Board. | | Gary P. Fayard | Background | Qualifications | | Financial Expert Director Since 2014 Independent Director Age 71 Committee • Audit | Gary P. Fayard is a cattle farmer and previously was Executive Vice President and Chief Financial Officer of the Coca-Cola Company from 2003 until his retirement in May, 2014. Mr. Fayard joined the Coca-Cola Company in 1994 as Vice President and Controller. He was promoted to the role of Senior Vice President and Chief Financial Officer in 1999. He has served as a director on numerous for-profit and not-for-profit boards, including service on the Coca-Cola Enterprises, Inc. board from 2001 until 2009, service on the Coca-Cola FEMSA board from 2003 to 2016, and currently serves on the board of directors of Monster Beverage Corporation and is a member of its Audit, Compensation, and Nominating and Corporate Governance Committees. | Mr. Fayard brings to the Board a wealth of financial, accounting, and auditing knowledge as the former CFO of one of America’s largest corporations. Additionally, as a Director and Audit Committee member on numerous for-profit and not-for-profit boards, he has had direct exposure to a wide variety of businesses and industries. He is also a former partner at a major public accounting firm. Mr. Fayard’s financial background and broad business exposure make him a significant contributor to our Board and Audit Committee. | | P. Russell Hardin | Background | Qualifications | | Director Since 2017 Independent Director Age 66 Committee • Nominating and ESG (Chair) | P. Russell Hardin is President of the Robert W. Woodruff Foundation, the Joseph B. Whitehead Foundation, the Lettie Pate Evans Foundation and the Lettie Pate Whitehead Foundation. These foundations manage approximately $11 billion in assets and distribute approximately $400 million in grants each year which support Georgia’s institutions in the areas of education, health, human welfare, the environment, community and economic development, philanthropy and volunteerism, and the arts. Mr. Hardin joined the Foundation’s staff in 1988 and was named President in 2006. Prior to his work at the Foundation, Mr. Hardin practiced law with the Atlanta firm of King & Spalding. Mr. Hardin is a director of Rollins Inc. and serves on its Nominating and Corporate Governance Committee. | Mr. Hardin offers the Board extensive experience in the areas of finance, philanthropy, governance, and law. Mr. Hardin’s leadership at the Robert W. Woodruff Foundation and related foundations, as well as his service a director of Rollins, Inc., as trustee of Northwestern Mutual Life Insurance, and a director on the Truist Bank Atlanta Advisory Council bring financial, governance and management expertise that contribute to both our Board and as Chair of the Nominating and ESG Committee. |
Nominees for Director
| Table of Contents | Proposal 1 Election of Directors |
Nominees for Director
| John R. Holder | Background | Qualifications | | Director Since 2011 Independent Director Age 69 Committee • Compensation and Human Capital | John R. Holder is Chairman of Holder Properties, a commercial and residential real estate development, leasing, and management company based in Atlanta. Mr. Holder has held the position of Chairman since 1989 and served as Chief Executive Officer from 1980-2023. He is also a director of Oxford Industries, Inc. and is a member of its Audit Committee. | Mr. Holder brings to the Board his strategic leadership in the growth of Holder Properties, which has been involved in the development of over 110 commercial buildings valued in excess of $4 billion, as well as his extensive involvement in the areas of financial and marketing management. His service as the Chairman and CEO of Holder Properties, together with various board affiliations, including as director and Audit Committee member of publicly traded Oxford, Industries, Inc., an apparel company, have given him leadership experience, business acumen and financial literacy that is beneficial to our Board and Compensation and Human Capital Committee. | | Donna W. Hyland | Background | Qualifications | | Director Since 2015 Independent Director Age 63 Committee • Compensation and Human Capital (Chair) | Donna W. Hyland is President and Chief Executive Officer of Children’s Healthcare of Atlanta and has served in that role since June 2008. Prior to that role, she was the Chief Operating Officer of Children’s Healthcare of Atlanta from January 2003 to May 2008 and the Chief Financial Officer from February 1998 to December 2002. She serves as a director of Cousins Properties, Inc. and serves as Chair of its Audit Committee and as a member of its Compensation and Human Capital and Executive Committees. | Ms. Hyland offers our Board extensive knowledge of the health care industry as President and Chief Executive Officer of Children’s Healthcare of Atlanta. Her previous experience as COO and CFO of Children’s, as well as her experience on many non-profit boards brings a wide range of business and accounting experience to our board. Ms. Hyland also serves as a director at Cousins Properties, Inc., a publicly traded real estate company, and additionally serves as Chair and a financial expert on the Cousins’ Audit Committee and as a member of its Compensation and Human Capital Committee. Ms. Hyland’s service as a financial expert on a public company audit committee provides a wealth of experience that she has brought to our Board and as Chair of the Compensation and Human Capital Committee. | | John D. Johns | Background | Qualifications | | Director Since 2002 Independent Director (Lead) Age 72 Committee • Executive • Compensation and Human Capital | John D. Johns is a Senior Advisor to Blackstone, Inc. and previously was Chairman of DLI North America Inc., the North American regional headquarters for Dai-ichi Life Holdings until his retirement in 2020. Dai-ichi Life is a global life insurance group headquartered in Tokyo, Japan. Its principal U.S. operation is Protective Life Corporation in Birmingham, Alabama. Mr. Johns served as CEO of Protective from 2002 to 2017 and as Executive Chairman through 2019. Prior to joining Protective in 1993, Mr. Johns was General Counsel of Sonat Inc. (a diversified energy company) and a partner at the law firm, Maynard, Cooper and Gale. Mr. Johns currently serves on the Boards of The Southern Company and Regions Financial Corporation. | Mr. Johns brings experience in running every aspect of a large life insurance company, including his positions as Chairman and CEO as well as previous experience as COO, CFO, and also as a lawyer in private practice and General Counsel of a large publicly-traded energy company. Mr. Johns also serves as a director of The Southern Company, a utility holding company, and Chairs its Compensation and Talent Development Committee and is a member of its Finance Committee. Mr. Johns is also on the board of Regions Financial Corporation, a bank holding company, where he serves as Chair of its Risk Committee and a member of its Executive Committee and Technology Committee. He brings a wealth of diverse experience to our Board as its lead independent director, and as a member of the Executive Committee and Compensation and Human Capital Committee. |
Nominees for Director
| Table of Contents | Proposal 1 Election of Directors |
Nominees for Director
| Jean-Jacques Lafont | Background | Qualifications | | Director Since 2020 Age 64 | Jean-Jacques Lafont is the Co-Founder and Executive Chairman of Alliance Automotive Group, an entity that was acquired by the Company in 2017. Prior to his current role as Executive Chairman, Mr. Lafont was Chief Executive Officer of Alliance Automotive Group. Mr. Lafont co-founded Alliance Automotive Group in 1991 and spent 30 years building that business from the ground up. Prior to founding Alliance Automotive Group, Mr. Lafont spent six years working for Hewlett Packard Europe in various management roles. | Mr. Lafont is an industry veteran having spent over 30 years in the automotive aftermarket industry. Mr. Lafont has a deep understanding of the sales, operations, finance, strategic planning, and global sourcing aspects of the automotive aftermarket landscape in Europe and is highly beneficial to the strategic planning function of the Board, especially as it relates to the global automotive business. Mr. Lafont is also Non-Executive Chairman of the Supervisory Board of BME, a leading European building materials, sanitary and plumbing products distributor recently acquired by Blackstone. Mr. Lafont brings a wealth of international experience to our Board. | | Robert C. “Robin” Loudermilk, Jr. | Background | Qualifications | | Director Since 2010 Independent Director Age 64 Committee • Nominating and ESG | Robert C. “Robin” Loudermilk, Jr. is President and Chief Executive Officer of The Loudermilk Companies, LLC, a real estate management company, a position he has held since January 1, 2012. Previously he served as President of Aaron’s Inc., a furniture, electronics and home appliance retailer from 1997 through November 2011 and as Chief Executive Officer of Aaron’s Inc. from 2008 through November 2011. He also served in various other positions at Aaron’s Inc., including service as the Chief Operating Officer from 1997 until 2008. Mr. Loudermilk also previously served as a director of Aaron’s Inc. | Mr. Loudermilk offers extensive knowledge of the real estate industry, as founder and CEO of a real estate management company in Atlanta. He also has over 25 years of experience working with a public company in various positions, including CEO, and over 10 years as an experienced senior executive. Mr. Loudermilk’s operational, financial and management expertise and expansive knowledge of a multi-store retail business are a significant contribution to our Board and Nominating and ESG Committee. | | Wendy B. Needham | Background | Qualifications | | Financial Expert Director Since 2003 Independent Director Age 71 Committee • Executive • Audit (Chair) | Wendy B. Needham was Managing Director, Global Automotive Research for Credit Suisse First Boston, an investment banking firm, from August 2000 to June 2003, and a Principal, Automotive Research, for Donaldson, Lufkin and Jenrette from 1994 to 2000. Ms. Needham previously served as a director of Asahi Tec. | Ms. Needham offers extensive knowledge and understanding of the U.S. and international auto industries as a former managing director of global automotive research at a global financial services company. Throughout her career she analyzed the financial performance and strategies of public companies in the global auto industry and brings this experience to bear to the Board and as the Chair of the Company’s Audit Committee and member of the Executive Committee. |
Nominees for Director
| Table of Contents | Proposal 1 Election of Directors |
Nominees for Director
| Juliette W. Pryor | Background | Qualifications | | Director Since 2021 Independent Director Age 59 Committee • Nominating and ESG | Juliette W. Pryor is Chief Legal Officer and Corporate Secretary of Lowe's Companies, Inc. where she leads the legal, compliance, government affairs, corporate sustainability, enterprise risk management and privacy functions. Previously, from 2020-2023, she served as General Counsel and Corporate Secretary of Albertsons Companies, a Fortune 100 grocery retailer, where she was responsible for the company’s legal, compliance, and government affairs functions. From 2016 to June 2020, Ms. Pryor served as General Counsel and Corporate Secretary for Cox Enterprises, a $20 billion family-owned conglomerate that operates in the communications, media and automotive sectors. Ms. Pryor previously worked at US Foods from 2005-2016. Before US Foods, Ms. Pryor served as General Counsel for telecom start up e.spire Communications, and she began her career in private practice with Skadden Arps, Slate, Meagher & Flom LLP. | Ms. Pryor is a skilled public and private company c-suite executive with 30 years of business experience. Ms. Pryor has deep experience in the board room of multiple corporations, providing key leadership in IPOs, multi-billion-dollar divestitures and acquisitions, corporate restructurings, and entity transformations. Her knowledge and experience in the legal, compliance, regulatory, audit, human resources, public policy, diversity and inclusion, and corporate governance areas combined with her wealth of expertise in retail, distribution and automotive services make her a valuable addition to our Board and the Nominating and ESG Committee. | | Darren Rebelez | Background | Qualifications | | Director Since 2023 Independent Director Age 58 Committee • Nominating and ESG | Darren Rebelez is the Chairman, President and Chief Executive Officer of Casey’s, a Fortune 500 public company, which operates over 2,400 convenience stores throughout the Midwest and Southern U.S. Prior to joining Casey’s in 2019, Mr. Rebelez served as the President of IHOP Restaurants from 2015-2019, a unit of Dine Brands Global, Inc. While leading IHOP, the company grew to become the largest full service restaurant brand in the U.S. Previous to IHOP, Mr. Rebelez worked at 7-Eleven, the world’s largest convenience store chain, as Executive Vice President and Chief Operating Officer. Before 7-Eleven, Mr. Rebelez held numerous leadership roles within ExxonMobil Corporation. Preceding his civilian career, Mr. Rebelez was an Army Ranger and Gulf War veteran. Mr. Rebelez also served as a director of Globe Life, Inc., a public life insurance company, where he chaired many of its committees over his 13-year tenure. | As CEO of the third largest convenience retailer and fifth largest pizza chain in the U.S., Mr. Rebelez offers a wealth of experience from his career as a senior executive in the convenience, restaurant and fuel industries. Mr. Rebelez's knowledge and experience include brand modernization, M&A, digital transformation, e-commerce, and ESG. His past executive experience at large public companies, as well as his tenure as a director of a public insurance company bring a wealth of knowledge and expertise to our Board and the Nominating and ESG Committee. |
Nominees for Director
| Table of Contents | Proposal 1 Election of Directors |
Nominees for Director
| Charles K. Stevens, III | Background | Qualifications | | Financial Expert Director Nominee Independent Director Age 64 | Prior to his retirement in 2018, Charles K. Stevens, III spent over thirty years at General Motors Company, a global automotive company, serving in various leadership positions of increasing responsibility, including as Executive Vice President and Chief Financial Officer from 2014-2018, Chief Financial Officer of GM North America from 2010-2014 and Chief Financial Officer of GM de Mexico from 2008-2010. Mr. Stevens serves as a director of Flex Ltd. and serves as Chair of its Audit Committee and as a member of its Nominating and Corporate Governance Committee, and Masco Corporation and serves as Chair of its Audit Committee. Mr. Stevens previously served as a director of Tenneco Inc. and Eastman Chemical Company. | Mr. Stevens brings to the Board his extensive knowledge and understanding in the areas of finance, accounting and the U.S. and global automotive industries as a former executive and chief financial officer of a global automotive company, where he was responsible for developing and executing business strategies to drive profitable growth. Mr. Stevens is also a seasoned public company director, including service as an audit committee chair, which has provided him further leadership experience, business acumen and financial literacy, all of which makes him a valuable addition to our Board and the Audit Committee. |
2023 In Brief
2023 In Brief During 2023, the Compensation and Human Capital Committee (the "Committee") took actions consistent with our pay-for-performance program in order for actual compensation earned by executives to reflect the performance of the Company. Highlights of our performance for 2023 are as follows: • Trade sales of $24.4 billion, up 4.5% from prior year, and 99% of our annual incentive target. •Adjusted EBITDA of $2.2 billion which was 101% of our annual incentive target. •The working capital goal for 2023 was not achieved. •While one-year total shareholder return in 2023 was down 20.2%, our annualized three and five-year returns were 13.2% and 10.1%, respectively, in-line with the Company's long-term target of 10-13%. •In January 2022, the company made a strategic investment in its Industrial business with the acquisition of Kaman Distribution Group ("KDG"). The addition of KDG to our business created opportunities for accelerated long-term growth, profitability and cash flow. Since the acquisition closed in January 2022, the company has realized over $70 million in synergies through strategic integration efforts, a full year ahead of our target of $50 million in synergies over a three year period. Annual Incentive Plan Payouts As a result of the above and other performance results, 2023 annual incentive payouts were below target. • Payouts of 2023 annual incentive awards for Messrs. Donahue, Stengel, Nappier, and Neill were 94% of the total target amount, based on the Company’s 2023 Adjusted EBITDA of $2,157,346,000 or 101% of the target amount, trade sales of $24,427,609,000 or 99% of the target amount and the working capital goal was not met.
2023 In Brief
• Payout of Mr. Breaux's 2023 annual incentive award was prorated to reflect the time in each role he held in 2023. For January through June, as President, Motion Industries an award was earned based on the Industrial Parts Group's Adjusted EBITDA of 1,066,771,000 or 111% of the target amount, trade sales of $8,222,562,000 or 100% of the target amount and full year working capital exceeded the target amount. As GPC Group President, North America an award was earned based on the July through December consolidated results of the U.S. Automotive Group, Motion Industries and UAP with an Adjusted EBITDA of 1,827,559,000 or 99% of the target amount, trade sales of $18,560,949,000 or 97% of the target amount and full year working capital goal which was not met. •Payout of Mr. Herron's 2023 annual incentive award was 47% of the total target amount. This award was earned based on the U.S. Automotive Group's Adjusted EBITDA of $614,170 or 83% of the target amount, trade sales of $8,881,788,000 or 94% of the target amount and the working capital goal was not met. 2023 Pay Opportunities In early 2023, the Committee evaluated the base salaries and target compensation opportunities of the executive officers as a group relative to the size-adjusted 50th percentile of market data. Based on this review, the Committee approved base salary increases up to 3%. Effective July 1, 2023, to recognize his new role as GPC Group President, North America, Mr. Breaux received an additional base salary adjustment of 13% along with an increase in annual bonus target. As further described below, increases in base salaries and target pay opportunities for certain other named executive officers included base salary increases of up to 3% and adjustments to short-term and long-term incentive opportunities that resulted in total target pay increases up to 3%. Long-term incentive awards were granted to our executive officers in the form of Performance Restricted Stock Units("PRSUs") and Restricted Stock Units ("RSUs"). •In 2023, the Committee updated the design of PRSUs to add an additional metric and change the performance period from one year to three years. Payouts for PRSUs granted in 2023 are dependent on achievement of a cumulative three-year Adjusted EBITDA target and a three-year average Return on Invested Capital (ROIC) target and have a three-year cliff vesting period. •RSUs vest annually over a three-year period, with one third of RSUs vesting on each anniversary of the grant date. Best Practices Our compensation programs are designed to reflect a “best practices” approach to pay and governance: • We have no employment contracts or guaranteed severance arrangements with named executive officers other than our “double-trigger” change in control agreements. • Our long-term incentives have meaningful vesting requirements, with RSUs vesting annually over a three-year period and PRSUs vesting based on achievement of performance goals over a three-year performance period. • Our change-in-control agreements with the named executive officers do not provide for any excise tax gross ups. • Grants of long-term incentives are subject to “double-trigger” vesting upon a change in control. • We evaluate the competitiveness of target pay opportunities for base salary, target bonus and long-term incentives as a group relative to the size-adjusted 50th percentile of the market data. • A high percentage of our CEO and NEO's compensation is performance-based and/or tied to stock price. • Meaningful stock ownership guidelines that align our executive officers' long-term interests with those of our shareholders. • An ability to clawback incentive-based awards under the Company's clawback policy. • We have no tax gross-ups for perquisites or benefits other than relocation. • We have never re-priced long term incentive awards. • We pay dividend equivalents on performance-based restricted stock units only to the extent such units are earned through performance. • We have instituted anti-hedging and anti-pledging policies.
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives Our overall goal in compensating executive officers is to attract, retain and motivate key executives of superior ability who are critical to our future success. We believe that short-term and long-term incentive compensation opportunities provided to executive officers should be directly aligned with our performance, and our compensation is structured to ensure that a significant portion of executives’ compensation opportunities is directly related to achievement of financial and operational goals and other factors that increase shareholder value. Our compensation decisions with respect to executive officer salaries, short-term and long-term incentive compensation opportunities are influenced by (a) the executive’s level of responsibility and function within the Company, (b) the overall performance and profitability of the Company, (c) our assessment of the competitive marketplace, including other peer companies, and (d) the economic environment. Our philosophy is to focus on total direct compensation opportunities through a mix of base salary, annual cash bonus and long-term incentives, including stock-based awards. We also believe that the best way to directly align the interests of our executives with the interests of our shareholders is to make sure that our executives acquire and retain a significant level of stock ownership throughout their tenure with the Company. Our compensation program pursues this objective in two ways: through our equity-based long-term incentive awards and our stock ownership guidelines for our senior executives, as described in more detail below. 2023 Variable versus Fixed Compensation: The following charts show the allocation of the CEO and other NEOs base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation (at the target levels).
Compensation Philosophy and Objectives
2023 Short-Term versus Long-Term Incentive Compensation: The following table shows the allocation between each NEO's target short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each NEO's base salary.
Compensation Philosophy and Objectives
| Name | Short-Term Incentive Opportunity | Long-Term Incentive Opportunity | | Donahue | 145% | 522% | | Stengel | 100% | 317% | | Nappier | 85% | 273% | | Herron | 85% | 186% | | Breaux | 100%(1) | 257% | | Neill | 75% | 211% |
Overview of Executive Compensation Components
| Pay Element | What the Pay Element is Designed to Reward | Objective of the Pay Element | Why We Choose to Pay Each Element | | Base Salary | Core competence in the executive role relative to skills, experience and contributions to the Company | Provide fixed compensation based on competitive market practice | Provide a standard element of competitive market pay | | Annual Cash Incentive | Contributions toward the Company’s achievement of specified Adjusted EBITDA, trade sales and working capital goals | Provide annual performance-based cash based on meeting critical annual goals that lead to our long-term success | Motivate achievement of critical annual performance goals | | Long-Term Incentives | Performance Restricted Stock Units (PRSUs): • Adjusted EBITDA and ROIC performance determine the number of PRSUs that are earned • Focus on the Company’s stock price performance • Continued employment with the Company during the three-year performance and vesting period Restricted Stock Units (RSUs): • Focus on the Company’s stock price performance • Continued employment with the Company during a three- year graded vesting period | The combination of RSUs and PRSUs provides a blended long-term focus on: • Sustained stock price performance • Achievement of Adjusted EBITDA and ROIC targets • Executive ownership of our stock • Executive retention in a challenging business environment and competitive labor market | Align executives’ interests with those of shareholders and enhance their retention | | Retirement Benefits Plans are described in detail later in this proxy statement under the heading “Additional Information Regarding Executive Compensation” | Executives are eligible to participate in employee benefit plans available to all employees as well as: • Tax Deferred Savings Plan: Rewards saving for retirement • Supplemental Retirement Plan (SRP): Provides executive retirement benefits and rewards executives for continued employment | • Tax Deferred Savings Plan: Provide a voluntary tax-deferred retirement savings vehicle for our executive officers • SRP: Provide additional non-qualified retirement benefits for our executive officers based on a formula rewarding tenure with the Company | Provide an opportunity for executives to receive additional non-qualified retirement benefits without the impact of limitations on compensation and contributions applicable to qualified retirement plans under the IRS Code |
Overview of Executive Compensation Components
| Pay Element | What the Pay Element is Designed to Reward | Objective of the Pay Element | Why We Choose to Pay Each Element | | Welfare Benefits | • Executives participate in medical, health, life insurance and disability plans generally available to our employees • Continuation of welfare benefits may occur as part of severance upon certain terminations of employment | Provide health and welfare benefits to our employees that are competitive within the marketplace | These benefits are part of our broad-based total rewards program | | Additional Benefits and Perquisites | • CEO: Corporate aircraft usage for business and personal travel • CEO: Selected club membership Neither item has a tax reimbursement provision | Corporate aircraft use: Accommodate health, security, availability and efficiency concerns Club membership: Facilitate the CEO’s role as a Company representative in the community | | | Change in Control and Termination Benefits | Continued employment in the event of an actual or threatened change in control. Provides severance benefits if an officer’s employment is terminated within two years after a change in control. No excise tax gross-ups are provided | Retain executives and provide continuity of management in the event of an actual or threatened change in control | Maintain a stable executive organization in the face of the uncertainty of an actual or threatened change in control |
2023 Compensation
(1) Mr. Breaux's base salary was increased effective April 1, 2023 and then again, effective July 1, 2023 in connection with his promotion to Group President - North America. The figure above reflects the total base salary increase Mr. Breaux received during 2023. 2023 Annual Incentive Plan Our annual incentive plan (the “Annual Incentive Plan”) provides our executive officers with an opportunity to earn annual cash bonuses based on our achievement of certain pre-established performance goals. The Committee sets target bonus opportunities for each named executive officer to be earned based on achievement of such goals. Similar to the process for setting base salaries, we consider a combination of factors in establishing the annual target bonus opportunities for our named executive officers. Target bonus opportunities for 2023 were set as a percentage of each named executive officer’s base salary, as follows: Mr. Donahue, 145%; Mr. Stengel, 100%; Mr. Nappier, 85%; Mr. Breaux, 85% (prorated for the time
2023 Compensation
| Adjusted EBITDA (Corporate, North America, U.S. Automotive Group, or Industrial Parts) as a % of Performance Goal | % of Target Bonus Earned | Sales (Corporate, North America, U.S. Automotive Group or Industrial Parts) as a % of Performance Goal | % of Target Bonus Earned | | Below 75% | —% | Below 92% | —% | | 75% | 45% | 92% | 20% | | 100% | 100% | 100% | 100% | | 110% or above | 200% | 105% or above | 200% |
2023 Compensation
Each of the named executive officers was also provided a bonus opportunity based on attainment of a working capital goal. Bonus opportunity for working capital goals was from 50% of target to 150% of target based on achievement. The 2023 Corporate Adjusted EBITDA goal was $2,141,351,000 and the Company’s actual 2023 Adjusted EBITDA was $2,157,346,000, representing 101% of the target level set for executive officer incentive bonuses. The Corporate trade sales goal was $24,630,629,000 and the Company's actual 2023 trade sales were $24,427,609,000, representing 99% of the target level set for executive officer incentive bonuses. Corporate working capital performance as measured by Cash Conversion Cycle (CCC) had a minimum threshold of 24.2 days (50% payout), a target of 23.2 days (100% payout) and a maximum of 21.2 days (150% payout). For 2023, CCC achievement was 27.0 days, compared to the target of 23.2 days set for the executive officer incentive bonuses. Based on these results, Mr. Donahue, Mr. Stengel, Mr. Nappier and Mr. Neill received bonus payments equal to 94% of their total target bonus opportunity. As mentioned above, Mr. Breaux's 2023 program was prorated between results for Motion Industries and North America which consisted of consolidated results for U.S. Automotive Group, Motion Industries and UAP. The program for Motion Industries (prorated from January through June), produced a bonus payment equal to 153% of target. The bonus was earned based on the Industrial Parts Group's Adjusted EBITDA performance, which was 111% of target, and trade sales performance, which was 100% of target. Working capital performance for the full year as measured by CCC had a minimum threshold of 56.3 days (50% payout), a target of 55.3 days (100% payout) and a maximum of 54.3 days (150% payout). For 2023, CCC achievement was 54.3 days. The program for North America (prorated from July through December) produced a bonus payment equal to 68% of target based on North America performance. The bonus was earned based on Adjusted EBITDA performance, which was 99% of target, and trade sales performance, which was 97%
2023 Compensation
•PRSUs are subject to a three-year performance and vesting period. PRSUs granted in 2023 will be earned based on the three-year performance of Adjusted EBITDA and ROIC, and will vest on May 1, 2026, subject to continued employment. Dividends declared during the performance and vesting period are accrued and converted into additional shares of stock at the end of the vesting period based on earned PRSUs. •RSUs represent the right to receive a number of shares of our common stock that vest one-third each year over a three-year vesting schedule. Dividends declared are accrued and converted into additional shares of stock with each of the three vesting periods. These grants align executive performance and achievement with shareholder interests. The sizes of grants to individual named executive officers were subjectively determined by considering the following factors: • Competitive market data, defined by the competitive award levels summarized in the annual executive compensation study; • The officer’s responsibility level; • The officer’s specific function within the overall organizational structure; • The Company’s profitability, including consideration of the compensation cost associated with the awards; and • The number and amount of awards currently held by the executive officer (we continue to review this as part of our administration of stock ownership guidelines discussed below). Following its review of the above factors, the Committee increased grant sizes for some executives in 2023 relative to prior years to increase competitiveness. Grants in 2023 were weighted approximately 60% PRSUs and 40% RSUs.
Change in Control Arrangements
Change in Control Arrangements Severance protections, particularly in the context of a change in control transaction, can play a valuable role in attracting and retaining key executive officers. Accordingly, the Company has entered into change in control agreements with each of the named executive officers. Information regarding these agreements and the benefits they provide is included in the Post Termination Payments and Benefits section of this Proxy Statement. The Compensation and Human Capital Committee evaluates the level of severance benefits to each officer on a case-by-case basis, and in general, we consider these severance protections to be an important part of our executives’ compensation and consistent with competitive practices. The potential occurrence of a change in control transaction would create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our senior executive officers to remain employed with the Company during an important time when their prospects for continued employment are often uncertain, we provide our executive officers with severance benefits if the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” in connection with a change in control. Because a termination by the executive for good reason may be conceptually the same as a termination by the Company without cause, and because in the context of a change in control, potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, it is appropriate to provide severance benefits in these circumstances. The change in control agreements do not provide for any tax gross-ups with respect to excise taxes under Internal Revenue Code Section 4999 that may be due on such payments.
Factors Considered in Decisions to Materially Increase or Decrease Compensation
Factors Considered in Decisions to Materially Increase or Decrease Compensation Market data intended to evaluate the competitiveness of compensation for our named executive officers relative to the size-adjusted 50th percentile, individual performance, retention needs, and internal pay equity have been the primary factors considered in decisions to adjust compensation materially. We do not target any particular weight for base salary, annual bonus and long-term incentive as a percent of total direct compensation. We tend to follow market practice in allocating between the various forms of compensation, but with greater emphasis on performance-based incentive bonus opportunities because doing so results in pay opportunity that is heavily performance-based, as shown below, and results in compensation that is directly aligned with Company performance, is market-competitive, and allows us to attract and retain competent executives.
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Paul D. Donahue | 2023 | 1,245,000 | 6,500,088 | 1,689,356 | 1,670,794 | 293,036 | 11,398,274 | | Chairman & Chief Executive Officer | 2022 | 1,236,250 | 6,000,061 | 2,917,910 | — | 222,468 | 10,376,689 | | | 2021 | 1,210,000 | 5,600,018 | 2,910,050 | 1,836,853 | 253,783 | 11,810,704 | | William P. Stengel | 2023 | 788,000 | 2,500,047 | 737,412 | 704,286 | 16,500 | 4,746,245 | | President & Chief Operating Officer | 2022 | 782,250 | 2,000,020 | 1,319,170 | 249,239 | 15,250 | 4,365,929 | | | 2021 | 755,750 | 1,999,988 | 1,415,250 | N/A | 14,500 | 4,185,488 | | Bert Nappier | 2023 | 690,000 | 1,900,118 | 552,825 | N/A | 16,500 | 3,159,443 | | Executive Vice President & Chief Financial Officer | 2022 | 565,625 | 4,150,050 | 960,500 | N/A | 5,906 | 5,682,081 | | Randall P. Breaux | 2023 | 654,500 | 1,799,959 | 1,289,608 (5) | 2,014,228 | 16,500 | 5,774,795 | | GPC Group President - North America | 2022 | 571,750 | 999,945 | 1,670,000 (6) | — | 15,250 | 3,256,945 | | | 2021 | 483,375 | 750,012 | 724,413 | 166,514 | 14,500 | 2,138,814 | | Kevin E. Herron (7) | 2023 | 613,500 | 1,149,950 | 245,007 | 2,373,165 | 16,500 | 4,398,122 | | Retired President — U.S. Automotive Parts Group | 2022 | 582,750 | 999,945 | 639,486 | — | 15,250 | 2,237,431 | | | 2021 | 527,000 | 750,012 | 754,883 | 294,444 | 14,500 | 2,340,839 | | James R. Neill, | 2023 | 541,323 | 1,149,950 | 382,715 | 1,524,919 | 16,500 | 3,615,407 | | Executive Vice President & Chief Human Resources Officer | | | | | | | |
2023 Summary Compensation Table
(1) Represents the aggregate grant date fair value of awards determined in accordance with FASB ASC Topic 718. Grant date fair value for restricted stock units (“RSUs”) reflected in the Stock Awards column is based on the closing price of our common stock on the grant date. Grant date fair value for performance-based restricted stock units (“PRSUs”) reflected in the Stock Awards column is based on the closing price of our common stock on the grant date and the probable outcome of performance-based vesting conditions, excluding the effect of estimated forfeitures. (2) Reflects the value of cash incentive bonuses earned under our Annual Incentive Plan. (3) The present value of the Supplemental Retirement Plan Accumulated Benefit includes a load for estimated FICA tax gross-up payments by the Company of 2.35% for eligible participants (Donahue and Herron). (4) Amounts reflected in this column for 2023 include 401(k) matching contributions in the amount of $16,500 for each named executive officer. The amount shown for Mr. Donahue also includes his personal use of the company aircraft ($265,121) and club membership dues ($11,415). The incremental cost to the Company of the personal use of company aircraft is calculated based on the average variable operating costs to the Company. Variable operating costs include fuel costs, mileage, maintenance, crew travel expenses, catering and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the Company aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use to derive the incremental cost. The fixed costs that do not change based on usage, such as pilot salaries, the lease costs of the company aircraft, hangar expense for the home hangar, and general taxes and insurance are excluded from the incremental cost calculation. When Company aircraft is being used for mixed business and personal use, only the incremental cost of the personal use is included, such as on-board catering or other charges attributable to an extra passenger traveling for personal reasons on an aircraft being primarily used for a business trip. (5) Includes a cash incentive bonus of $675,500 for 2023 performance under the Kaman Incentive Program. Additional information regarding the design of the Kaman Incentive Program is included in the Compensation Discussion and Analysis section of this Proxy Statement. (6) Includes a cash incentive bonus of $675,000 for 2022 performance under the Kaman Incentive Program. Additional information regarding the design of the Kaman Incentive Program is included in the Compensation Discussion and Analysis section of this Proxy Statement. (7) Mr. Herron retired as President, U.S. Automotive Group, effective July 31, 2023, but remained an employee of the Company through December 31, 2023.
2023 Summary Compensation Table
| Table of Contents | Additional Information Regarding Executive Compensation |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
| Name | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Paul D. Donahue | | | 731,126 | 1,805,250 | 3,520,238 | | | | | | | | 3/30/2023 | 5/1/2023 | | | | 5,705 | 22,818 | 34,227 | | 3,900,053 | | | 3/30/2023 | 5/1/2023 | | | | | | | 15,212 | 2,600,035 | | William P. Stengel | | | 319,140 | 788,000 | 1,536,600 | | | | | | | | 3/30/2023 | 5/1/2023 | | | | 2,194 | 8,776 | 13,164 | | 1,499,994 | | | 3/30/2023 | 5/1/2023 | | | | | | | 5,851 | 1,000,053 | | Bert Nappier | | | 239,254 | 590,750 | 1,151,963 | | | | | | | | 3/30/2023 | 5/1/2023 | | | | 1,668 | 6,670 | 10,005 | | 1,140,036 | | | 3/30/2023 | 5/1/2023 | | | | | | | 4,447 | 760,081 | | Randall P. Breaux (5) (6) | | | 217,491 | 612,650 | 1,194,668 | | | | | | | | | | — | 901,000 | 1,351,000 | | | | | | | | 3/30/2023 | 5/1/2023 | | | | 1,580 | 6,319 | 9,479 | | 1,080,043 | | | 3/30/2023 | 5/1/2023 | | | | | | | 4,212 | 719,915 | | Kevin E. Herron (7) | | | 186,482 | 525,300 | 1,024,335 | | | | | | | | 3/30/2023 | 5/1/2023 | | | | 1,009 | 4,037 | 6,056 | | 690,004 | | | 3/30/2023 | 5/1/2023 | | | | | | | 2,691 | 459,946 | | James R. Neill | | | 165,633 | 408,971 | 797,492 | | | | | | | | 3/30/2023 | 5/1/2023 | | | | 1,009 | 4,037 | 6,056 | | 690,004 | | | 3/30/2023 | 5/1/2023 | | | | | | | 2,691 | 459,946 |
2023 Grants of Plan-Based Awards
(1) Represents threshold, target and maximum payout levels under the Annual Incentive Plan for 2023 performance. The actual amount of incentive bonus earned by each named executive officer is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. Additional information regarding the design of the Annual Incentive Plan is included in the Compensation Discussion and Analysis section of this Proxy Statement. (2) Represents threshold, target and maximum number of PRSUs that may be earned based on the Company's achievement of Adjusted EBITDA and ROIC goals over a three-year performance period. See "Compensation Discussion and Analysis - 2023 Long-Term Incentives" for further detail regarding the threshold, target and maximum performance goals and payout levels with respect to Adjusted EBITDA and ROIC performance metrics. Each PRSU that is earned represents a contingent right to receive one share of Company common stock in the future. PRSUs granted in 2023 will be earned over a three-year performance period ending December 31, 2025 and will vest and be settled in shares of common stock on May 1, 2026 (or earlier upon change in control of the Company) provided the executive is still employed by the Company, subject to earlier vesting in the event of (i) the executive's retirement from the Company or (ii) the executive's employment with the Company is terminated due to death or disability. Dividends paid on the Company's common stock after the PRSUs are earned will accrue with respect to the PRSUs and will convert into additional shares of stock at the end of the vesting period. Additional information regarding the PRSUs and the Company's long-term incentive program is included in the Compensation Discussion and Analysis section of this Proxy Statement. (3) Reflects RSUs that represent a contingent right to receive one share of Company common stock in the future. The RSUs have a three-year graded vesting schedule with one third vesting on each anniversary of the grant date and will be settled in shares of common stock on May 1, 2024, May 1, 2025 and May 1, 2026 (or earlier upon a change in control of the Company) provided the executive is still employed by the Company, subject to earlier vesting in the event of (i) the executive’s retirement from the Company or (ii) the executive’s employment with the Company is terminated due to death or disability. Dividends paid on the Company’s common stock will accrue and will convert into additional shares of stock at the end of the vesting period. Additional information regarding the RSUs and the Company’s long-term incentive program is included in the Compensation Discussion and Analysis section of this Proxy Statement. (4) Represents the grant date fair value of the award determined in accordance with FASB ASC Topic 718. Grant date fair value for the RSUs is based on the closing price of our common stock on the grant date. Grant date fair value for the PRSUs is based on the closing price of our common stock on the grant date and the probable outcome of performance-based vesting conditions, excluding the effect of estimated forfeitures. (5) Mr. Breaux’s target bonus opportunity under the Annual Incentive Plan was increased, on a pro rata basis, in connection with his promotion to the role of GPC Group President, North America, effective as of July 1, 2023. The threshold, target and maximum future payouts are calculated on a pro rata basis to reflect the combined bonus opportunity for both roles based on the time he spent in each role during the year. (6) Amounts target and maximum payouts related to the Kaman Incentive Program (there is no threshold payout) that may be earned over a two-year period. Additional information regarding the design of the Kaman Incentive Program is included in the “Compensation Discussion and Analysis” section of this Proxy Statement.
2023 Grants of Plan-Based Awards
| Table of Contents | Additional Information Regarding Executive Compensation |
2023 Outstanding Equity Awards at Fiscal Year-End
2023 Outstanding Equity Awards at Fiscal Year-End
2023 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | Equity Incentive Plan 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 (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) | | Paul D. Donahue | | | | | 15,398 (1) | 2,132,641 | 23,097 (2) | 3,198,961 | | | | | | | 52,350(3) | 7,250,420 | | | | | | | | | 51,303(5) | 7,105,458 | | | | | 19,730 | — | 99.72 | 4/1/2026 | | | | | | William P. Stengel | | | | | 5,923 (1) | 820,279 | 8,883 (2) | 1,230,348 | | | | | | | 17,450(3) | 2,416,854 | | | | | | | | | 18,322(5) | 2,537,571 | | | | Bert Nappier | | | | | 4,501 (1) | 623,446 | 6,752 (2) | 935,098 | | | | | | | 14,397(3) | 1,993,954 | | | | | | | | | 14,138(4) | 1,958,126 | | | | Randall P. Breaux | | | | | 4,264 (1) | 590,500 | 6,396 (2) | 885,890 | | | | | | | 8,724(3) | 1,208,286 | | | | | | | | | 6,872(5) | 951,808 | | | | Kevin E. Herron (7) | | | | | 605 (1) | 83,836 | 908 (2) | 125,770 | | | | | | | 4,528 (3) | 627,142 | | | | | | | | | 5,955 (5) | 824,809 | | | | James R. Neill | | | | | 2724 (1) | 377,264 | 4,086 (2) | 565,966 | | | | | | | 6,980(3) | 966,770 | | | | | | | | | 5,864(5) | 812,215 | | |
2023 Outstanding Equity Awards at Fiscal Year-End
(1)Reflects RSUs (and accrued dividends) that were granted on May 1, 2023. The RSUs have a three year graded vesting schedule with one third vesting on each anniversary of the grant date or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the termination of executive's employment with the Company due to death, disability or retirement. The awards will convert into shares of stock on the earlier of (i) the anniversaries of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. (2)Reflects PRSUs (and accrued dividends) that were granted on May 1, 2023. The PRSUs vest on the third anniversary of the grant date, or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the termination of executive's employment with the Company due to death, disability or retirement. The awards will convert into shares of stock on the earlier of (i) the third anniversary of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. Amounts reported here reflect the target levels of achievement of the performance goals pursuant to applicable reporting requirements. (3)Includes PRSUs and RSUs (and accrued dividends) that were granted on May 2, 2022. The PRSUs vest on the third anniversary of the grant date, or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the termination of executive's employment with the Company due to death, disability or retirement. The awards will convert into shares of stock on the earlier of (i) the third anniversary of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. The RSUs have a three-year graded vesting schedule with one third vesting on each anniversary of the grant date or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the termination of executive's employment with the Company due to death, disability or retirement. The awards will convert into shares of stock on the earlier of (i) the anniversaries of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. (4)Includes RSUs (and accrued dividends) that were granted on February 28, 2022, and vest on the third anniversary of the grant date, or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the
2023 Outstanding Equity Awards at Fiscal Year-End
| Table of Contents | Additional Information Regarding Executive Compensation |
2023 Outstanding Equity Awards at Fiscal Year-End
termination of executive’s employment with the Company due to death, disability or retirement. The awards will convert to shares of stock on the earlier of (i) the third anniversary of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. (5)Includes PRSUs and RSUs (and accrued dividends) that were granted on May 3, 2021. The PRSUs vest on the third anniversary of the grant date or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the termination of executive’s employment with the Company due to death, disability or retirement. The awards will convert to shares of stock on the earlier of (i) the third anniversary of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. The RSUs have a three-year graded vesting schedule with one third vesting on each anniversary of the grant date or earlier upon (i) a change in control of the Company, if the awards are not assumed or otherwise equitable converted in the change in control, or (ii) the termination of executive's employment with the Company due to death, disability or retirement. The awards will convert into shares of stock on the earlier of (i) the anniversaries of the grant date, or (ii) a change in control of the Company, unless the awards are assumed or otherwise equitable converted in the change in control. (6)Reflects the value as calculated based on the closing price of the Company’s common stock on December 29, 2023 of $138.50 per share. (7)Mr. Herron retired as President, U.S. Automotive Group, effective July 31, 2023.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Awards Exercised(#) | Value Realized on Exercise ($)(1) | Number of Awards Earned (#) | Value Realized on Vesting ($)(2) | | Paul D. Donahue | — | — | 55,191 | 9,409,839 | | William P. Stengel | — | — | 17,020 | 2,902,553 | | Bert Nappier | — | — | 8,367 | 1,471,444 | | Randall P. Breaux | — | — | 8,283 | 1,412,066 | | Kevin E. Herron (3) | — | — | 9,256 | 1,577,743 | | James R. Neill | — | — | 7,261 | 1,237,841 |
2023 Option Exercises and Stock Vested
(1) Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options. (2) Value realized represents the fair market value of the shares on the vesting date and includes dividends paid on the Company's common stock that have accrued over the vesting period and have converted into additional shares of stock on the vesting date. (3) Mr. Herron retired as President, U.S. Automotive Group, effective July 31, 2023.
2023 Pension Benefits
2023 Pension Benefits
2023 Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Paul D. Donahue | Pension Plan | 5.83 | 397,307 | — | | | Supplemental Retirement Plan | 20.83 | 12,174,965 | — | | William P. Stengel | Pension Plan | N/A | N/A | N/A | | | Supplemental Retirement Plan | 4.17 | 704,286 | — | | Bert Nappier | Pension Plan | N/A | N/A | N/A | | | Supplemental Retirement Plan | N/A | N/A | N/A | | Randall P. Breaux | Pension Plan | N/A | N/A | N/A | | | Supplemental Retirement Plan | 12.58 | 3,668,781 | — | | Kevin E. Herron (1) | Pension Plan | 19.42 | 544,091 | — | | | Supplemental Retirement Plan | 34.42 | 4,664,996 | — | | James R. Neill | Pension Plan | 2.17 | 87,509 | — | | | Supplemental Retirement Plan | 17.17 | 3,336,560 | — |
2023 Pension Benefits
(1) Mr. Herron retired as President, U.S. Automotive Group, effective July 31, 2023. The Pension Benefit Table provides information regarding the number of years of credited service, the present value of accumulated benefits, and any payments made during the last fiscal year with respect to the Genuine Parts Company Pension Plan (the “Pension Plan”) and the Genuine Parts Company Defined Benefit Supplemental Retirement Plan (the “DB SRP”). The Pension Plan is a broad-based, tax-qualified defined benefit pension plan which provides a benefit upon retirement to eligible employees of the Company. It was amended effective March 1, 2008, to provide that employees hired on or after that date are not eligible to participate in the plan, and there are no new entrants to the Pension Plan after December 31, 2009. In general, all employees hired prior to March 1, 2008, except leased employees, independent contractors and certain collectively-bargained employees are eligible to participate. Effective December 31, 2013, the Pension Plan was further amended to freeze future benefit accruals for all participants, and all active participants with at least one hour of service after December 31, 2013 were fully vested in their accrued benefits as of that date. No further benefit accruals will be provided after 2013 for either additional credited service or future earnings. All benefits are frozen as of December 31, 2013, for all purposes including disability, termination and retirement. The Pension Plan offers a life annuity option, 50%, 75%, and 100% joint and survivor options, and a 10- year certain and life annuity option. The Pension Plan was amended in 2016 to include an ongoing lump sum option for future terminations and retirements if the present value of benefits is $75,000 or less. The payout option must be elected by the participant before benefit payments begin. All options available under the Pension Plan are approximately equal in value. The Pension Plan offers early retirement benefits to participants who retire after attaining age 55 and completing 15 years of service. Early retirement benefits are reduced 0.5% for each month benefit commencement precedes normal retirement age (age 65 with five years of participation). Normal or early retirement benefits payable from the Pension Plan are the greater of two benefits. The first benefit is a percentage of the participant’s average earnings less 50% of their estimated Social Security benefit. The applicable percentage is based on years of credited service and increases by 0.5% per year of credited service from 40% at 15 years of service to 55% at 45 or more years of service. The second benefit is 30% of the participant’s average earnings. Only the second benefit is available to participants with less than 15 years of credited service. For such individuals, 30% of the participant’s average earnings is multiplied by a fraction with the numerator equal to credited service (not to exceed 180 months) and the denominator equal to 180. Delayed retirement benefits payable from the Pension Plan are the greater of two benefits. The first benefit is the retirement benefit determined based on the participant’s average earnings and credited service at their delayed retirement date. The second benefit is the normal retirement benefit actuarially increased from the participant’s normal retirement date to the delayed retirement date based on the attained age at each date. As of December 31, 2023, Mr. Donahue is the
2023 Pension Benefits
| Table of Contents | Additional Information Regarding Executive Compensation |
2023 Pension Benefits
only NEO eligible for delayed retirement benefits, and as of this date his benefit is based on the average earnings and credited service at his delayed retirement date. Termination benefits are calculated in the same manner as normal retirement benefits, except that (a) the benefit is calculated based on projected credited service at normal retirement date and then (b) the benefit is reduced by multiplying it by a service fraction equal to the ratio of credited services at termination to projected credited service at normal retirement date. Projected credited service at normal retirement date is determined as if the participant had continued in employment until their normal retirement date. For the Pension Plan, credited service at termination is based on service frozen as of December 31, 2008. In the event of a change in control if the participant terminates employment within five years following the change in control, the participant may elect to receive an immediate lump sum distribution of the accrued benefit. The standard death benefit in the Pension Plan provides a 50% survivor annuity payable to a participant’s spouse upon death prior to retirement. The Death Benefit Plan was merged into the Pension Plan in 2017, and a surviving spouse may instead elect to receive this alternative death benefit based on different provisions and payment form. The DB SRP is a nonqualified defined benefit pension plan which covers pay and benefits above the qualified pay limits. The provisions of the DB SRP are generally the same as those of the Pension Plan, except benefits are payable only for retirement, disability, death, or change in control, DB SRP earnings include deferred compensation and credited service in the DB SRP is not frozen. The plan provides full vesting and an immediate lump sum payment if a participant dies, and full vesting of DB SRP benefits in the event the plan is terminated, the participant becomes disabled, or there is a change in control. In addition, if a DB SRP participant’s credited service was frozen in the Pension Plan as amended effective December 31, 2008, an additional offset is applied to the benefits otherwise accrued under the SRP. Effective December 31, 2013 DB SRP benefits will continue to reflect an offset for Pension Plan benefits determined as if the Pension Plan were not frozen on December 31, 2013. The DB SRP was most recently amended effective July 1, 2023 to change the Normal Retirement Date definition from the latter of attaining age 65 and completing 5 years of Credited Service to the latter of attaining age 60 and completing 5 years of Credited Service. Mr. Donahue and Mr. Herron’s DB SRP benefits are calculated under a revised benefit formula which applies to participants who entered the plan prior to January 1, 2009, and whose credited service was frozen in the Pension Plan as of December 31, 2008. The revised benefit formula is based on all years of credited service and earnings and cannot be less than the accrued DB SRP benefit as of December 31, 2013. The revised formula is a percentage of the participant’s average earnings less 50% of their Social Security benefit. The applicable percentage is based on years of credited service and increases by 0.5% per year of credited service from 30% at 15 years of service to 45% at 45 or more years of service. For participants with less than 15 years of projected credited service at normal retirement, the applicable percentage is equal to 30% multiplied by a fraction with the numerator equal to credited service (not to exceed 180 months) and the denominator equal to 180. Under the revised DB SRP benefit formula, there is an offset for the frozen Pension Plan benefit, but no other offsets apply. Mr. Breaux, Mr. Neill, and Mr. Stengel’s DB SRP benefits are calculated based on the benefit formula for participants who entered the DB SRP on or after January 1, 2009. This formula is identical to benefit formula for non-grandfathered participants who entered the plan prior to January 1, 2009 except that it does not provide a minimum benefit as of December 31, 2013. In the DB SRP, a participant becomes vested and early retirement benefit payments are available after attaining age 55 and completing 10 years of service and benefits are reduced 4% per year prior to Normal Retirement Date. In the event of a participant’s death while in active service, the survivor benefit provided by the plan is 100% of the lump sum present value of the participant’s accrued benefit as of the date of death. DB SRP Benefits are paid from Company assets, and for participants who entered the plan prior to January 1, 2009, they are grossed-up for FICA taxes. Therefore, the named executive officers eligible for a FICA tax gross-up are Mr. Donahue and Mr. Herron. Executives sign a joinder agreement to become participants in the DB SRP and select their form of benefit payment in the agreement. DB SRP participants may change their payment form elections at any time prior to benefit commencement. Amounts reported as the Present Value of Accumulated Benefits for the Pension Plan and the DB SRP are calculated using the interest and mortality assumptions reported in the Company’s financial statement disclosures for year-end, and are assumed to be payable immediately for Mr. Donahue, Mr. Breaux, and Mr. Neill and at age 60 for Mr. Stengel. DB SRP benefits have been increased by 2.35% as of December 31, 2023, to account for estimated FICA tax gross-ups for
2023 Pension Benefits
| Table of Contents | Additional Information Regarding Executive Compensation |
2023 Pension Benefits
applicable NEOs (but not for any income tax impact on such gross-ups). Mr. Herron commenced payment of his Pension and DB SRP benefits effective January 1, 2024. The present value of future payments due to him (including the expected FICA tax gross-up he will receive from GPC) is as of December 31, 2023.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($)(2) | | Paul D. Donahue | — | — | 48,619 | — | 401,714 | | William P. Stengel | — | — | — | — | — | | Bert Nappier | — | — | — | — | — | | Randall P. Breaux | 956,682 | — | 220,346 | — | 2,216,003 | | Kevin E. Herron | | — | 20,581 | — | 262,336 | | James R. Neill | 70,497 | — | 3,824 | — | 101,102 |
2023 Nonqualified Deferred Compensation
(1) Reflects amounts earned in 2023 on account balances under the Company’s Tax Deferred Savings Plan. (2) Includes the following amounts of contributions to the Company's Tax Deferred Savings Plan by the named executive officers that were previously reported as compensation to the named executive officers in the Company’s Summary Compensation Table for previous years: Mr. Donahue, $169,723; Mr. Breaux, $518,472; Mr. Herron $24,373; Mr. Neill, $0. The Genuine Parts Company Tax Deferred Savings Plan is a nonqualified deferred compensation plan. Pursuant to the terms of the Tax Deferred Savings Plan, the named executive officers may, during a designated annual enrollment period, elect to defer up to 100% of their base salary and/or annual incentive/bonus that may be earned in the following calendar year. Base salary deferral elections are effective on January 1 following the annual enrollment period and apply to the base salary earned during that calendar year. Annual incentive/bonus elections are effective January 1 following the annual enrollment period and apply to the annual incentive/bonus earned during that calendar year which are paid out in the following year. Elections are irrevocable and cannot be rescinded until a subsequent annual enrollment period. Deferrals are held for each participant in separate individual accounts in an irrevocable rabbi trust. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds selected by the executive, which the executive may generally change at any time. The executive may choose payment distributions to begin on the first day of the seventh month following the executive’s termination of service or a specified year. The executive must also make an irrevocable election regarding payment terms, which may be either a lump sum, or annual installments for a period of two (2) to fifteen (15) years. Hardship withdrawals are available for unforeseeable emergency financial hardship situations. If the executive dies before receiving the full value of the deferral account balances, the designated beneficiary would receive the remainder of that benefit in the same payment form as originally specified (i.e., lump sum or installments). All accounts would be immediately distributed upon a change in control of the Company.
William P. Stengel
William P. Stengel
William P. Stengel
| Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company or Executive Other Than Retirement, Death or Disability ($) | Involuntary Termination Following a Change in Control ($) | | Cash Severance | — | — | — | — | 3,679,664(1) | | Acceleration of Equity Awards | | | | | | | Restricted Stock and PRSUs(2) | — | 7,005,052 | 7,005,052 | — | 7,005,052 | | Retirement Benefits | | | | | | | Supplemental Retirement Plan(3) | — | 662,382 | 96,115 | — | 893,725(4) | | Other Benefits | | | | | | | Health & Welfare(5) | — | | | — | 42,564 | | Total | | 7,667,434 | 7,101,167 | — | 11,621,005 |
William P. Stengel
(1) Severance payment payable in lump sum pursuant to the change in control agreement described above. (2) Reflects the fair market value as of December 31, 2023 of restricted stock and shares underlying PRSUs the vesting of which accelerates in connection with the specified event. (3) The Supplemental Retirement Plan provides for 100% vesting upon death, disability or the occurrence of a change in control. No benefits are payable if termination occurs for other reasons prior to eligibility for early retirement (at least age 55 with at least 10 years of service or age 60 with at least 5 years of service). The death benefit shown is payable as a lump sum to Mr. Stengel's beneficiary in the event of his death. The immediate lump sum death benefit is calculated as 100% of the present value of the single life annuity payable to Mr. Stengel deferred to age 65. Disability benefits under the Supplemental Retirement Plan are assumed to be equal to the benefit accrued under the plan as of December 31, 2023, and payable at age 65 under his 50% joint and survivor annuity option election. (4) An immediate lump sum distribution of benefits is required in the event of termination following a change in control. (5) Reflects the cost of 24 months of continued group health coverage pursuant to the change in control agreement described above. In order to comply with Internal Revenue Code section 409A, during the last 6 months of this continued coverage period, the Company will satisfy its obligation to provide group health coverage by making 6 monthly installment payments to the executive in an amount equal to the monthly cost of providing such coverage, based upon the “applicable premium” under COBRA.
2023 CEO PAY RATIO
2023 CEO PAY RATIO As required by item 402(u) of Regulation S-K, the Compensation and Human Capital Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2023 to that of our median employee. We identified our median employee by examining 2023 Box 1 W-2 and foreign equivalent taxable income amounts for all individuals, excluding our CEO, who were employed by us on December 31, 2023, whether on a full-time, part-time, or seasonal basis. We did not annualize the compensation for any full-time employees that were not employed by us for all of 2023. We applied a foreign currency to U.S. dollar exchange rate to the compensation paid in foreign currency. After identifying the median employee for 2023, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table above. For fiscal year 2023, the annual total compensation for our CEO was $11,398,274 as noted in the table above, and for our median employee it was $38,903. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2023 is 293 to 1. When the change in pension value and non-qualified deferred compensation earnings is excluded from the calculation, the ratio is 250 to 1.
2023 CEO PAY RATIO
| Table of Contents | Additional Information Regarding Executive Compensation |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table sets forth information regarding compensation for our principal executive officer and average compensation related to our other named executive officers versus our Company performance for the past four years.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2,3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (5) | Adjusted EBITDA (5) | | 2023 | $11,398,274 | $3,805,187 | $4,338,802 | $1,321,789 | $141.98 | $145.65 | $1,316,524,000 | $2,157,346,000 | | 2022 | $10,376,689 | $15,946,550 | $3,320,601 | $4,142,383 | $177.86 | $125.91 | $1,182,701,000 | $1,999,329,000 | | 2021 | $11,810,704 | $15,494,036 | $3,186,456 | $4,128,860 | $140.24 | $190.36 | $898,790,000 | $1,681,515,000 | | 2020 | $8,523,608 | $6,337,923 | $2,215,555 | $1,653,862 | $97.81 | $171.86 | $163,395,000 | $1,377,723,000 |
Pay Versus Performance
(1)The dollar amounts reported in the column reflect the amounts of total compensation reported for Mr. Donahue for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Donahue was our principal executive officer for the years ended 2023, 2022, 2021, and 2020. (2)The dollar amounts reported in the column reflect the average amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. In 2023, our other named executive officers included William Stengel, President, Bert Nappier, Executive Vice President and Chief Financial Officer, Randall Breaux, GPC Group President- North America, Kevin Herron, (Former) President of the U.S. Automotive Group, and James Neill, Executive Vice President & Chief Human Resources Officer. Mr. Herron retired as President, U.S. Automotive Group, effective July 31, 2023. In 2022, our other named executive officers included William Stengel, President, Bert Nappier, Executive Vice President and Chief Financial Officer, Carol Yancey, (Former) Executive Vice President and Chief Financial Officer, Kevin Herron President of the U.S. Automotive Group, and Randall Breaux, President of Motion Industries. Carol Yancey retired as Executive Vice President and Chief Financial Officer effective May 2, 2022. Bert Nappier joined the Company in February 2022 and became Executive Vice President and Chief Financial Officer effective May 2, 2022. In 2021, our other named executive officers included William Stengel, President, Carol Yancey, Executive Vice President and Chief Financial Officer, Kevin Herron President of the U.S. Automotive Group, and Randall Breaux, President of Motion Industries. In 2020, our other named executive officers included Carol Yancey, Executive Vice President and Chief Financial Officer, James Neill, Executive Vice President of Human Resources, Kevin Herron President of the U.S. Automotive Group, and Randall Breaux, President of Motion Industries. (3)Amounts are calculated in accordance with Item 402(v) and FASB ASC Topic 718 and do not reflect actual amounts of compensation paid to the PEO and other Non-PEO NEOs. See table below for detail of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid.
Pay Versus Performance
| Table of Contents | Additional Information Regarding Executive Compensation |
Pay Versus Performance
| | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total | $11,398,274 | $4,338,802 | $10,376,689 | $3,320,601 | $11,810,704 | $3,186,456 | $8,523,608 | $2,215,555 | | (Deduct) Pension values reported in Summary Compensation Table | $(1,670,794) | $(1,323,320) | $— | $(49,848) | $(1,836,853) | $(227,019) | $(2,710,577) | $(727,020) | | (Deduct) Fair value of stock awards reported in Summary Compensation Table | $(6,500,088) | $(1,700,005) | $(6,000,061) | $(1,629,992) | $(5,600,018) | $(1,274,982) | $(2,999,937) | $(591,228) | | Add Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | $— | $85,059 | $— | $75,040 | $119,764 | $86,731 | $169,345 | $114,992 | | Add Fair value of equity compensation granted in current year - valued at year-end | $5,331,602 | $1,247,679 | $8,011,348 | $2,227,905 | $6,196,847 | $1,410,865 | $4,230,834 | $833,814 | | Add/(Deduct) Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(4,587,522) | $(937,283) | $3,906,218 | $672,626 | $4,030,406 | $806,432 | $(417,368) | $(88,503) | | Add/(Deduct) Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | $(166,285) | $(23,551) | $(347,644) | $(47,382) | $773,186 | $140,377 | $(457,982) | $(103,748) | | (Deduct) Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $— | $(365,592) | $— | $(426,567) | $— | $— | $— | $— | | Compensation Actually Paid | $3,805,187 | $1,321,789 | $15,946,550 | $4,142,383 | $15,494,036 | $4,128,860 | $6,337,923 | $1,653,862 |
Pay Versus Performance
(4)Total shareholder return assumes that $100 was invested on the measurement date in Genuine Parts Company common stock and the peer group as set forth below. The measurement date is established by the market close on the last trading day before the beginning of the Company's fourth preceding fiscal year. This shareholder return assumes reinvestment of all dividends. The peer group reflects the peer group composite index used in the Stock Performance Graph included in our Annual Report. In constructing this peer group, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization and including reinvestment of dividends) that compete with the Company in its two industry segments: automotive parts and industrial parts (each group of companies included in the peer group as competing with the Company in a separate industry segment). Included in the automotive parts peer group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the peer group results). Included in the industrial parts peer group are Applied Industrial Technologies, Inc., Fastenal Company, and W.W. Grainger, Inc. In determining the total peer group, each industry segment was weighted to reflect the Company’s annual net sales in each industry segment. (5)Reflects net income as shown in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021 and 2020. (6)Adjusted EBITDA, our Company-selected measure, is a non-GAAP measure. Adjusted EBITDA represents our net income before interest expense, net, income taxes and depreciation and amortization, adjusted to eliminate gain on sales of real estate, gain on insurance proceeds, product liability adjustment, and transaction and other costs. Financial Performance Measures As described in detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program consists of several compensation elements reflecting the Company’s pay-for-performance philosophy, including equity compensation which is directly tied to the returns experienced by our shareholders. The most important financial performance measures used to link compensation actually paid to the Company’s named executive officers with the Company’s performance for 2022 are as follows: •Total Shareholder Return •Adjusted EBITDA •Net Sales •Working Capital Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with
Pay Versus Performance
| Table of Contents | Additional Information Regarding Executive Compensation |
Pay Versus Performance
compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative Total Share Return As demonstrated by the following graph, the amount of compensation actually paid to Mr. Donahue and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Donahue) is aligned with the Company’s cumulative TSR and the cumulative TSR of our peer group over the four years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR and the cumulative TSR of our peer group over the period presented is because a significant portion of the compensation actually paid to Mr. Donahue and to the other NEOs is comprised of equity awards. For more information regarding the Company’s performance refer to “Executive Compensation – Compensation Discussion and Analysis.” Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. Donahue and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Donahue) is generally aligned with the Company’s net income over the four years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Adjusted EBITDA, which the company does use for when setting goals in the Company’s short-term incentive compensation program and the performance-based RSUs that are awarded to the NEOs.
Pay Versus Performance
| Table of Contents | Additional Information Regarding Executive Compensation |
Pay Versus Performance
Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Donahue and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Donahue) is generally aligned with the Company’s Adjusted EBITDA over the four years presented in the table. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when setting goals in the Company’s short-term incentive compensation program, as well as for setting goals for the performance-based RSUs that are awarded to the NEOs.
Compensation of Directors
Compensation of Directors
2023 Director Compensation
2023 Director Compensation Compensation payable to the Company’s non-employee directors is evaluated and determined by the Compensation and Human Capital Committee, with input from the Committee's compensation consultant, and is then approved by the Company’s full Board of Directors. At the April 2023 Board meeting, based on the Compensation and Human Capital Committee's recommendation following its review of a market analysis from their consultant, the Board approved modest increases to the Board cash retainer and annual stock grant. For the first and second quarters of 2023, non-employee directors of the Company were paid $22,500 per quarter ($90,000 annually) for service as director and, for the third and fourth quarters of 2023, non-employee directors of the Company were paid 25,000 per quarter ($100,000 annually) for service as a director. The lead independent director additionally receives $35,000 annually, and Committee Chairs each receive $25,000 annually. All non-employee directors may elect to defer the receipt of director fees in accordance with the terms of the Company’s Directors’ Deferred Compensation Plan. In addition, non-employee directors may from time to time be granted restricted stock units pursuant to the provisions of the Genuine Parts Company 2015 Incentive Plan. On May 1, 2023, each non-employee director serving on such date was granted $190,080 in value of RSUs, approximately a $5,000 increase in value from the prior year grant. Each RSU represents a fully vested right to receive one share of our
2023 Director Compensation
| Table of Contents | Compensation of Directors |
2023 Director Compensation
common stock on May 1, 2028, or earlier upon a termination of service as a director by reason of death, disability or retirement, or upon a change in control of the Company. Each non-employee director is required to own shares of Company common stock valued at five times his or her annual cash retainer for the prior fiscal year measured against the average stock price for the preceding three fiscal years. Directors will have five years from the date of election to the Board to attain such a level of ownership. Shares counted toward this requirement will be based on shares beneficially owned by such director (as defined by the SEC’s rules and regulations) including restricted stock units and director deferred compensation shares but excluding any unexercised stock options or stock appreciation rights. As of December 31, 2023, each of our non-employee directors is currently in compliance with the requirements established in these guidelines.
2023 Director Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Elizabeth W. Camp | 95,000 | 190,080 | 285,080 | | Richard Cox, Jr. | 95,000 | 190,080 | 285,080 | | Gary P. Fayard | 95,000 | 190,080 | 285,080 | | P. Russell Hardin | 120,000 | 190,080 | 310,080 | | John R. Holder | 95,000 | 190,080 | 285,080 | | Donna W. Hyland | 120,000 | 190,080 | 310,080 | | John D. Johns | 142,500 | 190,080 | 332,580 | | Jean-Jacques Lafont (2) | 445,600 | 190,080 | 635,680 | | Robert C. Loudermilk, Jr. | 95,000 | 190,080 | 285,080 | | Wendy B. Needham | 120,000 | 190,080 | 310,080 | | Juliette W. Pryor | 95,000 | 190,080 | 285,080 | | Darren Rebelez (3) | 50,000 | 110,833 | 160,833 | | E. Jenner Wood | 95,000 | 190,080 | 285,080 |
2023 Director Compensation
(1) Represents the aggregate grant date total fair value of stock awards determined in accordance with FASB ASC Topic 718. The awards reflected in this column consist of 1,152 RSUs granted to non-employee directors on May 1, 2023, the grant date fair value of which was $190,080 (based on the closing price of the Company’s common stock on the grant date). (2) Mr. Lafont is Executive Chairman of AAG, the Company's automotive business in Europe and receives compensation for both his role at AAG and his board service for the Company. (3) Mr. Rebelez joined the Board on June 1, 2023 and received the third and fourth quarter director fees and a pro-rated stock award.
2023 Director Compensation
| Table of Contents | Compensation of Directors |
2023 Director Compensation
The aggregate number of RSUs held by each director as of December 31, 2023 was as follows:
2023 Director Compensation
| Director | Number of RSUs | | Elizabeth W. Camp | 8,905 | | Richard Cox, Jr. | 6,869 | | Gary P. Fayard | 8,905 | | P. Russell Hardin | 8,905 | | John R. Holder | 8,905 | | Donna W. Hyland | 8,905 | | John D. Johns | 8,905 | | Jean-Jacques Lafont | 4,141 | | Robert C. Loudermilk, Jr. | 8,905 | | Wendy B. Needham | 8,905 | | Juliette W. Pryor | 4,141 | | Darren Rebelez | 801 | | E. Jenner Wood | 8,905 |
Key Data Relating to Outstanding Equity Awards and Shares Available
Key Data Relating to Outstanding Equity Awards and Shares Available The following table provides information regarding (i) outstanding equity awards under the 2015 Plan and the Prior Plan and (ii) shares available for future awards under the 2015 Plan (no future awards may be granted under the Prior Plan or any other equity compensation plan), in each case as of February 12, 2024:
Key Data Relating to Outstanding Equity Awards and Shares Available
| Total shares underlying outstanding stock options and SARs | 181,000(1) | | Total shares underlying outstanding unvested time-based full value awards | 555,021 | | Total shares underlying outstanding unvested performance-based full value awards | 434,800(2) | | Total shares underlying all outstanding awards | 1,170,821 | | Total shares currently available for grant | 6,000,000(2) | | Common Stock outstanding as of February 12, 2024 | 139,427,816 | | Market price of Common Stock as of February 12, 2024 | $145.14 |
Key Data Relating to Outstanding Equity Awards and Shares Available
(1) Our stock options and SARs outstanding as of February 12, 2024, had a weighted-average exercise price of $93.89 and a weighted-average remaining term of 1.65 years. (2) Includes the number of shares issuable upon conversion of performance awards assuming target achievement of all performance goals.