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DEF 14A of Genuine Parts Co
Filed Feb 28, 2025 · FY20240000040987-25-000034
Election of Directors
Election of Directors Messrs. Gary Fayard and Johnny Johns and Mses. Betsy Camp and Wendy Needham have each reached the mandatory retirement age for Board members and will therefore not be standing for re-election at the 2025 Annual Meeting. We would like to take this opportunity to thank each of these directors for their 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 fifteen directors, including Messrs. Fayard and Johns and Mses. Camp and Needham. The Board has approved the recommendation of its Nominating and ESG Committee to nominate the twelve nominees named below, which includes a new nominee, Laurie Schupmann and each of whom, if elected, will serve as directors until the 2026 Annual Meeting of Shareholders and the election and qualification of their successors. In connection therewith, the size of the Board will be reduced from fifteen directors to twelve directors immediately following the 2025 Annual Meeting. 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 2025 Annual Meeting, the director will promptly tender his or her resignation to the Chairman of the Board of Directors and the Chairman of the Nominating and ESG Committee. If an incumbent director tenders his or her resignation, the Nominating and ESG Committee shall review such offer to resign and make a recommendation to the Board of Directors regarding acceptance of the offer. The Board of Directors, taking into account the Nominating and ESG Committee's recommendation, will determine whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of the 2025 Annual Meeting election results. 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 twelve 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.
Nominees for Director
Nominees for Director
Nominees for Director
| Richard Cox, Jr. | Background | Qualifications | | Director Since 2020 Independent Director Age 55 Committee • Audit | Mr. Cox is Senior Vice President - Airport Customer Service at Delta Airlines, a position he has held since October 2024. Mr. Cox previously served as Senior Vice President - Reservation Sales and Customer Care at Delta beginning in 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. | | Paul D. Donahue | Background | Qualifications | | Non- Executive Chairman Director Since 2012 Age 68 Committee • Executive | Paul D. Donahue is the Non-Executive Chairman for the Company, a role that became effective in January 2025. Prior to that, Mr. Donahue served as the Company's Executive Chairman from June 2024 to January 2025. In April 2019 the Board of Directors appointed him as Chairman and, in May 2016, he was named Chief Executive Officer. He served as President of the Company from January 2012 until May 2016. President of the Company’s U.S. Automotive Parts Group from July 2009 to February 2016, and as Executive Vice President of the Company from August 2007 until his appointment as President of the U.S. Automotive Parts Group. 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 is currently standing for election as a director of Rollins, Inc. | 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. |
Nominees for Director
| P. Russell Hardin | Background | Qualifications | | Director Since 2017 Independent Director Age 67 Committee • Nominating and ESG (Chair) | P. Russell Hardin is a Trustee of the Robert W. Woodruff Foundation. Prior to January 2025, Mr. Hardin served as 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. | | John R. Holder | Background | Qualifications | | Director Since 2011 Independent Director Age 70 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 64 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. |
Nominees for Director
| Jean-Jacques Lafont | Background | Qualifications | | Director Since 2020 Age 65 | 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 65 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. | | Juliette W. Pryor | Background | Qualifications | | Director Since 2021 Independent Director Age 60 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. |
Nominees for Director
| Darren Rebelez | Background | Qualifications | | Director Since 2023 Independent Director Age 59 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. | | Laurie Schupmann | Background | Qualifications | | Independent Director Nominee Financial Expert Age 62 | Prior to her retirement in 2023, Laurie Schupmann spent 39 years with PwC, an audit and assurance, consulting and tax advisory firm, serving in various leadership roles of increasing responsibility, including as a Global Client Partner from October 1995 to June 2023. | Ms. Schupmann is a skilled advisor with extensive accounting, auditing, internal control, and SEC reporting experience. At PwC, Ms. Schupmann provided expertise and insight to senior executives and boards of directors in the resolution of numerous complex matters, including advising on acquisitions and divestitures, the standardization and centralization of accounting, control and compliance processes, governance and enterprise risk management activities, internal audit function optimization, enterprise systems implementations, and financial accounting and reporting compliance and quality. Her knowledge and experience in advising publicly traded companies on critical financial and accounting matters make her a valuable addition to the Board and the Audit Committee. | | William P. Stengel, II | Background | Qualifications | | Director Since 2024 Age 47 | William P. Stengel, II is the President and CEO of the Company, a role he was appointed to in June 2024. Prior to that, Mr. Stengel served as President and Chief Operating Officer of the Company from January 2023 to June 2024, President of the Company from January 2021 to January 2023 and Executive Vice President and Chief Transformation Officer of the Company from November 2019 to January 2021. Before joining the Company, Mr. Stengel worked for HD Supply, an Atlanta-based industrial distributor, where he held positions with HD Supply Facilities Maintenance as President and Chief Executive Officer, Chief Operating Officer, Chief Commercial Officer, and Senior Vice President, Strategic Business Development and Investor Relations, from June 2013 to October 2018. | As the Company’s President and CEO, Mr. Stengel is the leader of our Company and possesses intimate knowledge of our businesses and their industries, as well as considerable experience in senior management. He brings significant financial, operational and strategic expertise of the Company, which are utilized by, and a valuable addition to, our Board. |
Nominees for Director
| Charles K. Stevens, III | Background | Qualifications | | Director Since 2024 Independent Director Age 65 Committee • Audit | Prior to his retirement in 2019, 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, and a member of its Compensation and Talent 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. |
2024 In Brief
2024 In Brief During 2024, 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 2024 are as follows: • Trade sales of $23.6 billion, down 3.4% from prior year, and 98% of our annual incentive target. •Adjusted EBITDA of $2.0 billion which was 88% of our annual incentive target. •The working capital goal for 2024 was achieved. •While one-year total shareholder return in 2024 was down 13%, our annualized five and seven-year returns were 5% and 6%, respectively. •In 2024, the Company made significant progress with its initiative to own more stores in priority markets in its US Automotive business. Specifically, the Company acquired over 500 stores in 2024, primarily from our independent owners, including the acquisition of our two largest independent owner groups, Motor Parts & Equipment Corporation and Walker Automotive Supply. Annual Incentive Plan Payouts As a result of the above and other performance results, 2024 annual incentive payouts were below target. • Payouts of 2024 annual incentive awards for Messrs. Donahue, Stengel, Nappier, Krishna, Galla and Neill were 83% of the total target amount, based on the Company’s 2024 Adjusted EBITDA of $1,996,502,000, or 88% of the target amount, trade sales of $23,597,104,000, or 98% of the target amount, and the working capital goal was met. Mr. Neill's award was prorated through September 30, 2024, to reflect the portion of the year that Mr. Neill was employed by, or served as a consultant to, the Company. • Payout of Mr. Breaux's 2024 annual incentive award was 77% of the total target amount. This award was earned based on the 2024 Adjusted EBITDA of North America (which consisted of consolidated results for U.S. Automotive Group, Motion and UAP) of $1,763,875,000, or 88% of the target amount, trade sales of $17,390,701,000, or 96% of the target amount, and the working capital goal was met. 2024 Pay Opportunities In early 2024, 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 of 3% for all named executive officers, except Mr. Nappier and Mr. Galla, who received adjustments to their base salaries and annual incentive plan targets in consideration of gaps in their respective pay opportunities relative to market data, and expansion of their responsibilities. Effective June 1, 2024, to recognize his new role as President and Chief Executive Officer Mr. Stengel received a base salary increase of 27%, along with an increase in his annual bonus target to 145% of his base salary. Long-term incentive awards were granted to our executive officers in the form of Performance Restricted Stock Units ("PRSUs") and Restricted Stock Units ("RSUs"). •Payouts for PRSUs granted in 2024 are based 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 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. • 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. • 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. • We have no employment contracts or guaranteed severance arrangements with named executive officers other than our “double-trigger” change in control agreements, which provide severance benefits upon a qualifying termination following a change in control. • 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.
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.
2024 Variable versus Fixed Compensation
2024 Variable versus Fixed Compensation The following charts show the allocation of the current CEO's and other NEOs' 2024 base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation (at the target levels). 2024 Short-Term versus Long-Term Incentive Compensation: The following table reflects each NEO's short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each NEO's base salary.
2024 Variable versus Fixed Compensation
| Name | Short-Term Incentive Opportunity | Long-Term Incentive Opportunity | | Donahue(1) | 145% | 402% | | Stengel(2) | 126% | 550% | | Nappier | 90% | 301% | | Breaux | 100% | 250% | | Krishna | 80% | 231% | | Galla | 75% | 226% | | Neill(3) | 75% | 0% |
2024 Variable versus Fixed Compensation
(1) In connection with his retirement as the Company's Chief Executive Officer, Mr. Donahue remained eligible to receive his short-term and long-term incentive opportunities, in each case, based on the Company's actual performance. (2) Mr. Stengel's target short-term incentive opportunity was 100% of base salary, prorated for the time in his role as the Company's President and Chief Operating Officer from January through May and 145% of base salary, prorated for the time in his role as the Company's President and Chief Executive Officer, from June through December. Mr. Stengel's long-term incentive target value was also increased in connection with his appointment as the Company's President and Chief Executive Officer. (3) Given his retirement, Mr. Neill did not receive a long-term incentive award in 2024.
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 | 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 • NEOs: Tax and financial planning services None of the items have a tax reimbursement provision | Accommodate health, security, availability and efficiency concerns Facilitate the CEO’s role as a Company representative in the community Reduce the amount of time and attention that our executives must spend on personal tax and financial planning | Allows our executives to focus on their responsibilities to GPC and maximize the financial reward of the compensation we provide | | 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 |
2024 Compensation
(1) Mr. Stengel's base pay was increased on June 1, 2024 in connection with his appointment as the Company's President and Chief Executive Officer. 2024 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 2024 were set as a percentage of each named executive officer’s base salary, as follows: Mr. Donahue, 145%; Mr. Stengel, 100% (prorated for the time in his role as the Company's President and Chief Operating Officer) and 145% (prorated for the time in his role as the Company's President and Chief Executive Officer); Mr. Nappier, 90%; Mr. Breaux, 100%; Mr. Krishna 80%, Mr. Galla 75% and Mr. Neill, 75% (prorated through September 30, 2024, to reflect the portion of the year that Mr. Neill was employed by, or served as a consultant to, the Company). For 2024, performance metrics under our Annual Incentive Plan were Adjusted EBITDA, trade sales and working capital goals for all named executive officers. We set the performance goals for 2024 bonus opportunities at levels that are intended to be challenging yet achievable, and reflect better than average growth within our competitive industry. Performance criteria and relative weights for 2024 are shown below for each executive. The goals for each executive are intended to have a strong correlation with shareholder value. Goals for Corporate, Automotive, and Industrial are each set based upon (i) prior year performance by store, branch, and/or distribution center; (ii) the overall economic outlook of the region served by a particular store, branch, and/or distribution center; and (iii) specific market conditions.
2024 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% |
2024 Compensation
•For the 2024 PRSU grant, earned PRSUs will vest on May 1, 2027, 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 during the vesting period are accrued and converted into additional shares of stock at the end of each of the three vesting periods. 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 2024 relative to prior years to enhance alignment with competitive practice. Mr. Donahue's grant size was reduced from his 2023 grant value in connection with his transition to Executive Chair, while Mr. Stengel's grant size was increased given his promotion to President and Chief Executive Officer. Mr. Neill did not receive a long-term incentive award in 2024 given his retirement. Please refer to the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” tables and the related footnotes for additional information about long-term stock awards. Executive Retirements in 2024 As noted, Mr. Paul Donahue retired as Chief Executive Officer of the Company, effective as of June 3, 2024, while continuing his service as Executive Chairman. Effective as of January 1, 2025, Mr. Donahue transitioned from Executive Chairman to Non-Executive Chairman. William P. Stengel, II, succeeded Mr. Donahue as President and Chief Executive Officer of the Company. In connection with his retirement, Mr. Donahue did not receive any severance or additional retirement payments or benefits, other than vested benefits under our retirement plans and certain post-termination health benefits and financial planning services, as disclosed below in the Post Termination Payments and Benefits section. Early in 2024, the Company offered eligible employees (based on age, tenure and compensation thresholds) a Voluntary Retirement Offer (VRO) as part of a global restructuring initiative. Effective April 30, 2024, Mr. James Neill retired as Executive Vice President and Chief Human Resources Officer under the VRO program. Consistent with the terms of the program for all participants, Mr. Neill received (i) a separation payment equal to sixty (60) weeks of base pay ($629,185), (ii) a payment equal to the value of PRSUs and RSUs that Mr. Neill forfeited upon his termination of employment ($2,672,095), (iii) a healthcare subsidy ($31,000), and (iv) a tax reimbursement payment equal to the FICA tax obligation associated with the vesting of benefits under the Supplemental Retirement Plan ($73,700). Mr. Neill was also eligible to receive a 2024 annual incentive based on actual Company performance, prorated for the portion of 2024 during which he was employed by the Company, but he did not receive any long-term incentive grant for 2024. To facilitate and orderly transition, the Company also elected to enter into a Consulting Agreement with Mr. Neill for a period of 5 months following his retirement. In exchange for these services, Mr. Neill received an extension of his base salary and annual incentive eligibility, as well as financial planning services and reimbursement of monthly COBRA payments, for the length of the consulting period.
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.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 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 | 2024 | 1,245,000 | 5,000,129 | 1,491,750 | 285,474 | 249,354 | 8,271,707 | | Chairman & Former Chief Executive Officer (5) | 2023 | 1,245,000 | 6,500,088 | 1,689,356 | 1,670,794 | 293,036 | 11,398,274 | | | 2022 | 1,236,250 | 6,000,061 | 2,917,910 | — | 222,468 | 10,376,689 | | William P. Stengel, II | 2024 | 911,667 | 5,499,905 | 971,008 | 151,471 | 186,044 | 7,720,095 | | President & Chief Executive Officer (Former Chief Operating Officer) (6) | 2023 | 788,000 | 2,500,047 | 737,412 | 704,286 | 16,500 | 4,746,245 | | | 2022 | 782,250 | 2,000,020 | 1,319,170 | 249,239 | 15,250 | 4,365,929 | | Bert Nappier | 2024 | 721,063 | 2,199,962 | 542,719 | N/A | 5,188 | 3,468,932 | | Executive Vice President & Chief Financial Officer | 2023 | 690,000 | 1,900,118 | 552,825 | N/A | 16,500 | 3,159,443 | | | 2022 | 565,625 | 4,150,050 | 960,500 | N/A | 5,906 | 5,682,081 | | Randall P. Breaux | 2024 | 715,750 | 1,799,983 | 557,081 | 1,194,398 | 9,525 | 4,276,737 | | GPC Group President - North America | 2023 | 654,500 | 1,799,959 | 1,289,608 (7) | 2,014,228 | 16,500 | 5,774,795 | | | 2022 | 571,750 | 999,945 | 1,670,000 (8) | — | 15,250 | 3,256,945 | | Naveen Krishna | 2024 | 602,253 | 1,400,005 | 401,053 | N/A | 6,023 | 2,409,334 | | Executive Vice President & Chief Information & Digital Officer | | | | | | | | | Christopher T. Galla | 2024 | 433,225 | 1,000,026 | 274,737 | 100,803 | 13,833 | 1,822,624 | | Senior Vice President & General Counsel & Corporate Secretary | | | | | | | | | James R. Neill | 2024 | 228,577 | — | 253,000 | 9,900 | 3,658,592 (10) | 4,150,069 | | Former Executive Vice President & Chief Human Resources Officer (9) | 2023 | 541,323 | 1,149,950 | 382,715 | 1,524,919 | 16,500 | 3,615,407 |
2024 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. Assuming achievement of the PRSU performance conditions at the highest levels (rather than at expected or target levels), the aggregate grant date fair value of awards reflected in this column for 2024 would be higher by the following amounts: Mr. Donahue, $3,000,077; Mr. Stengel, $3,299,943; Mr. Nappier, $1,320,040; Mr. Breaux, $1,079,990; Mr. Krishna, $839,939; and Mr. Galla, $600,047. (2) Reflects the value of cash incentive bonuses earned under our Annual Incentive Plan. Mr. Neill's incentive bonus for 2024 was prorated through September 30, 2024 to reflect the portion of the year that he was employed by, or served as a consultant to, the Company. (3) The present value of the Supplemental Retirement Plan Accumulated Benefit includes, per the terms of the plan, an estimated FICA tax gross-up payment by the Company of 2.35% for eligible participants (Donahue). (4) Amounts reflected in this column for 2024 include 401(k) matching contributions for each named executive officer. The amount shown for Mr. Donahue also includes his personal use of the company aircraft ($229,096) and club membership dues ($10,583). The amount shown for Mr. Stengel also includes his personal use of the company aircraft ($164,469) and club membership dues ($11,720). 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) Mr. Donahue retired as Chief Executive Officer of the Company, effective as of June 3, 2024, while continuing his service as Executive Chairman. (6) Mr. Stengel was appointed to serve as Chief Executive Officer of the Company, effective as of June 3, 2024. (7) Includes a cash incentive bonus of $675,500 for 2023 performance under the Kaman Incentive Program. (8) Includes a cash incentive bonus of $675,000 for 2022 performance under the Kaman Incentive Program. (9) Mr. Neill retired as Executive Vice President and Chief Human Resources Officer of the Company, effective as of April 30, 2024, and continued to provide services to the company through September 30, 2024, pursuant to a Consulting and Independent Contractor Agreement. (10)Consistent with the terms of the Company's Voluntary Retirement Offer (VRO) program, Mr. Neill received (i) a severance payment equal to sixty (60) weeks of base pay ($629,185), (ii) a payment equal to the value of PRSUs and RSUs that Mr. Neill forfeited upon his termination of employment ($2,672,095), (iii) a healthcare subsidy ($31,000), and (iv) a tax reimbursement payment equal to the FICA tax obligation associated with the vesting of benefits under the Supplemental Retirement Plan ($73,700). Mr. Neill also received, based on 5 months of services under the terms of his Consulting and Independent Contract Agreement, monthly consulting fees, COBRA payments and financial planning services totaling $252,612.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| Name | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Paul D. Donahue | | | 731,126 | 1,805,250 | 3,520,238 | | | | | | | | 3/21/2024 | 5/3/2024 | | | | 4,765 | 19,059 | 38,118 | | 3,000,077 | | | 3/21/2024 | 5/3/2024 | | | | | | | 12,706 | 2,000,051 | | William P. Stengel, II | | | 475,599 | 1,174,318 | 2,289,920 | | | | | | | | 3/21/2024 | 5/3/2024 | | | | 5,241 | 20,964 | 41,928 | | 3,299,943 | | | 3/21/2024 | 5/3/2024 | | | | | | | 13,976 | 2,199,962 | | Bert Nappier | | | 265,993 | 656,775 | 1,280,711 | | | | | | | | 3/21/2024 | 5/3/2024 | | | | 2,097 | 8,386 | 16,772 | | 1,320,040 | | | 3/21/2024 | 5/3/2024 | | | | | | | 5,590 | 879,922 | | Randall P. Breaux | | | 255,955 | 721,000 | 1,405,950 | | | | | | | | 3/21/2024 | 5/3/2024 | | | | 1,715 | 6,861 | 13,722 | | 1,079,990 | | | 3/21/2024 | 5/3/2024 | | | | | | | 4,574 | 719,993 | | Naveen Krishna | | | 196,559 | 485,336 | 946,404 | | | | | | | | 3/21/2024 | 5/3/2024 | | | | 1,334 | 5,336 | 10,672 | | 839,940 | | | 3/21/2024 | 5/3/2024 | | | | | | | 3,558 | 560,065 | | Christopher T. Galla | | | 134,651 | 332,475 | 648,326 | | | | | | | | 3/21/2024 | 5/3/2024 | | | | 953 | 3,812 | 7,624 | | 600,047 | | | 3/21/2024 | 5/3/2024 | | | | | | | 2,541 | 399,979 | | James R. Neill | | | 165,631 | 408,971 | 797,491 | | | | | |
2024 Grants of Plan-Based Awards
(1) Represents threshold, target and maximum payout levels under the Annual Incentive Plan for 2024 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 - 2024 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 2024 will be earned over a three-year performance period ending December 31, 2026 and will vest and be settled in shares of common stock on May 1, 2027 (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, 2025, May 1, 2026 and May 1, 2027 (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.
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End
2024 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 ($)(7) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (7) | | Paul D. Donahue | | | | | 12,893 (1) | 1,505,339 | 19,339 (2) | 2,258,008 | | | | | | | 10,556(3) | 1,232,577 | 23,751(4) | 2,773,116 | | | | | | | 48,441(6) | 5,655,976 | | | | | 19,730 | — | 99.72 | 4/1/2026 | | | | | | William P. Stengel, II | | | | | 14,181 (1) | 1,655,802 | 21,272 (2) | 2,483,703 | | | | | | | 4,060 (3) | 474,096 | 9,135(4) | 1,066,565 | | | | | | | 16,147(6) | 1,885,366 | | | | Bert Nappier | | | | | 5,672 (1) | 662,273 | 8,509 (2) | 993,528 | | | | | | | 3,086 (3) | 360,342 | 6,943 (4) | 810,618 | | | | | | | 13,322 (6) | 1,555,464 | | | | | | | | | 7,269 (5) | 848,730 | | | | Randall P. Breaux | | | | | 4,641 (1) | 541,903 | 6,962 (2) | 812,855 | | | | | | | 2,923 (3) | 341,262 | 6,577 (4) | 767,961 | | | | | | | 8,073 (6) | 942,561 | | | | Naveen Krishna | | | | | 3,610 (1) | 421,533 | 5,414 (2) | 632,181 | | | | | | | 1,867 (3) | 218,028 | 4,202 (4) | 490,625 | | | | | | | 6,460 (6) | 754,221 | | | | Christopher T. Galla | | | | | 2,578 (1) | 301,044 | 3868 (2) | 451,625 | | | | | | | 812 (3) | 94,795 | 1,827 (4) | 213,289 | | | | | | | 1,414 (6) | 165,074 | | | | James R. Neill (8) | | | | | — | — | — | — |
2024 Outstanding Equity Awards at Fiscal Year-End
(1)Reflects RSUs (and accrued dividends) that were granted on May 3, 2024. 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 3, 2024. 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)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. (4)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. (5)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 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. (6)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 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. (7)Reflects the value as calculated based on the closing price of the Company’s common stock on December 31, 2024 of $116.76 per share. (8)Mr. Neill did not hold any unvested stock awards as of December 31, 2024.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Awards Exercised(#) | Value Realized on Exercise ($)(1) | Number of Awards Earned (#) | Value Realized on Vesting ($)(2) | | Paul D. Donahue | — | — | 62,503 | 9,841,952 | | William P. Stengel, II | — | — | 22,338 | 3,517,507 | | Bert Nappier | — | — | 10,099 | 1,546,772 | | Randall P. Breaux | — | — | 9,290 | 1,462,101 | | Naveen Krishna | — | — | 4,498 | 707,334 | | Christopher T. Galla | — | — | 1,949 | 306,667 | | James R. Neill | — | — | — | — |
2024 Option Exercises and Stock Vested
(1) Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options. (2) Value realized represents the fair market value of the shares on the vesting date and includes dividends paid on the Company's common stock that have accrued over the vesting period and have converted into additional shares of stock on the vesting date.
2024 Pension Benefits
2024 Pension Benefits
2024 Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Paul D. Donahue | Pension Plan | 5.83 | 480,301 | — | | | Supplemental Retirement Plan | 21.83 | 12,377,445 | — | | William P. Stengel, II | Pension Plan | N/A | N/A | — | | | Supplemental Retirement Plan | 5.17 | 855,757 | — | | 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 | — | | | Supplemental Retirement Plan | 13.58 | 4,863,179 | — | | Naveen Krishna | Pension Plan | N/A | N/A | N/A | | | Supplemental Retirement Plan | N/A | N/A | N/A | | Christopher T. Galla | Pension Plan | 3.58 | 35,272 | — | | | Supplemental Retirement Plan | 20.58 | 849,917 | — | | James R. Neill | Pension Plan | 2.17 | 93,127 | 4,282 | | | Supplemental Retirement Plan | 17.50 | 3,117,282 | 147,383 |
2024 Pension Benefits
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. 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. On April 29, 2024, the Board of Directors approved the termination of the Pension Plan, effective September 30, 2024. The Company intends to transfer the management and delivery of continuing benefits associated with the Pension Plan to a third-party insurance company by the end of 2025. Pension Benefit Table values for the Pension Plan reflect plan termination assumptions. Mr. Donahue, Mr. Stengel, Mr. Breaux, Mr. Galla, and Mr. Neill are eligible for the DB SRP. 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 DB 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’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. Galla, 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.
2024 Pension Benefits
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 officer eligible for a FICA tax gross-up is Mr. Donahue. 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. Mr. Nappier and Mr. Krishna are eligible for the DC SRP. The DC SRP is a nonqualified defined contribution plan which provides a 15% nonelective company contribution of base pay plus bonus to a notional account. Participants may direct contributions to investment options mirroring those offered in the GPC 401(k) Savings Plan. DC SRP Benefits are paid from Company assets. The plan provides 2-year cliff vesting and immediately vests in the event of a change in control, disability or participant death while in active service. The plan was established effective January 1, 2024. In addition to the 15% nonelective contribution Mr. Nappier is eligible for a 7% transition contribution and Mr. Krishna is eligible for a 15% transition contribution. Executives may choose their distribution option upon entry to the plan, and may elect distribution as a lump sum, or a 5 or 10-year annual installment. 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. Breaux and Mr. Donahue and at age 60 for Mr. Galla and Mr. Stengel. DB SRP benefits have been increased by 2.35% as of December 31, 2024, to account for estimated FICA tax gross-ups for applicable NEOs (but not for any income tax impact on such gross-ups). Mr. Neill commenced payment of his Pension and DB SRP benefits effective May 1, 2024 whereas Mr. Donahue is retired and commenced his DB SRP benefits effective January 1, 2025, but is yet to commence his Pension benefit. The present value of future payments due to them (including the expected FICA tax gross-up Mr. Donahue will receive from GPC) is as of December 31, 2024.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($) | | Paul D. Donahue | $— | $— | $34,169 | $— | $435,883 | | William P. Stengel, II | $— | $— | $— | $— | $— | | Bert Nappier | $— | $— | $— | $— | $— | | Randall P. Breaux | $639,608 | $— | $246,945 | $— | $3,102,555 | | Naveen Krishna | $854,871 | $— | $348,310 | $— | $3,112,479 | | Christopher T. Galla | $— | $— | $35,464 | $— | $186,578 | | James R. Neill | $37,696 | $— | $5,510 | $(144,308) | $— |
2024 Nonqualified Deferred Compensation
(1) Reflects amounts earned in 2024 on account balances under the Company’s Tax Deferred Savings Plan. 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, II
William P. Stengel, II
William P. Stengel, II
| Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company or Executive Other Than Retirement, Death or Disability ($) | Involuntary Termination Following a Change in Control ($) | | Cash Severance | — | — | — | — | 4,137,889(1) | | Acceleration of Equity Awards | | | | | | | Restricted Stock and PRSUs(2) | — | 7,565,532 | 7,565,532 | — | 7,565,532 | | Retirement Benefits | | | | | | | Supplemental Retirement Plan(3) | — | 917,579 | 120,791 | — | 1,256,537(4) | | Other Benefits | | | | | | | Health & Welfare(5) | — | | | — | 44,148 | | Total | — | 8,483,111 | 7,686,323 | — | 13,004,106 |
William P. Stengel, II
(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, 2024 of shares underlying RSUs and 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). 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 60. Disability benefits under the Supplemental Retirement Plan are assumed to be equal to the benefit accrued under the plan as of December 31, 2024, and payable at age 60 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.
Christopher T. Galla
Christopher T. Galla
Christopher T. Galla
| Benefit | Retirement ($) | Death ($) | Disability ($) | Termination by Company or Executive Other Than Retirement, Death or Disability ($) | Involuntary Termination Following a Change in Control ($) | | Cash Severance | — | — | — | — | 1,305,923(1) | | Acceleration of Equity Awards | | | | | | | Restricted Stock and PRSUs(2) | — | 1,225,827 | 1,225,827 | — | 1,225,827 | | Retirement Benefits | | | | | | | Pension Plan | 5,650 | 6,481 | 5,650 | 5,650 | 5,650 | | Supplemental Retirement Plan (3) | — | 910,802 | 99,131 | — | 1,182,082(4) | | Tax Deferred Savings Plan (5) | 186,578 | 186,578 | 186,578 | 186,578 | 186,578 | | Other Benefits | | | | | | | Health & Welfare(6) | — | — | — | — | 40,428 | | Total | 192,228 | 2,329,688 | 1,517,186 | 192,228 | 3,946,488 |
Christopher T. Galla
(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, 2024 of shares underlying RSUs and 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 reasons prior to eligibility for early retirement (at least age 55 with at least 10 years of service). The death benefit shown is payable as a lump sum to Mr. Galla's beneficiary in the event of his own death. The immediate lump sum death benefit is calculated as 100% of the present value of the single life annuity payable to Mr. Galla deferred to age 60. Disability benefits under the Supplemental Retirement Plan are assumed to be equal to the benefit accrued under the plan as of December 31, 2024, and payable at age 60 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) Benefits payable under the Tax Deferred Savings Plan are described and quantified in the Nonqualified Deferred Compensation table in this proxy statement. (6) 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.
2024 CEO Pay Ratio
2024 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 2024 to that of our median employee, which we identified in 2023. We identified our median employee in 2023 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. For 2024, we performed an analysis of our employee population, and we concluded that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay disclosure. Accordingly, the disclosure rules allow us to us the same median employee for 2024; however, the median employee identified in 2023 was promoted to a new position during 2024, a change in circumstances that we believe would significantly impact the pay ratio disclosure. As a result, and as permitted by the disclosure rules, we are using another employee whose compensation was substantially similar to the original median employee based on the compensation measure used to select the original median employee. After identifying the median employee for 2024, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table above. During fiscal 2024, Mr. Donahue served as the Company's CEO until June 3, 2024, and Mr. Stengel served as the Company's CEO thereafter. For purposes of calculating the annual total compensation for our CEO, we annualized the salary and non-equity incentive plan compensation of Mr. Stengel during the period of fiscal 2024 in which he served as CEO. None of the other components of Mr. Stengel's compensation changed in fiscal 2024 in connection with his appointment as the Company's CEO and, therefore are the same amounts as disclosed in the Summary Compensation Table. As a result, for fiscal year 2024, the annual total compensation for our CEO was $8,287,420 and for our median employee it was $38,901. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2024 is 213 to 1. When the change in pension value and non-qualified deferred compensation earnings is excluded from the calculation, the ratio is 209 to 1.
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) | Summary Compensation Table Total for Former PEO (1) | Compensation Actually Paid to PEO (3) | Compensation Actually Paid to Former 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) | | 2024 | $7,720,095 | $8,271,707 | $5,649,801 | $4,831,969 | $3,178,467 | $1,754,418 | $126.35 | $137.18 | $904,076,000 | $1,996,502,000 | | 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)Mr. Stengel served as the Company's principal executive officer ("PEO") beginning June 3, 2024. Mr. Donahue served as the Company's PEO through June 2, 2024 and for the entirety of 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. a.In 2024, our other named executive officers included Bert Nappier, Executive Vice President and Chief Financial Officer, Randall Breaux, GPC Group President - North America, Naveen Krishna, Executive Vice President and Chief Information and Digital Officer, Christopher Galla, Senior Vice President & General Counsel & Corporate Secretary, and James Neill, (Former) Executive Vice President & Chief Human Resources Officer. Mr. Neill retired as Executive Vice President & Chief Human Resources Officer, effective April 30, 2024. b.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. c.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. d.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. e.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
| | 2024 | | 2023 | 2022 | 2021 | 2020 | | | Current | Former | | | | | | Summary Compensation Table ("SCT") Total | $7,720,095 | $8,271,707 | $11,398,274 | $10,376,689 | $11,810,704 | $8,523,608 | | Deduct: Grant Date Fair Value of Stock Awards Grants in Fiscal Year and Change in Pension Value and Non-Qualified Deferred Compensation Earnings | 5,651,376 | 5,285,603 | 8,170,882 | 6,000,061 | 7,436,871 | 5,710,514 | | Add: Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in current year | 121,937 | — | — | — | 119,764 | 169,345 | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 4,139,504 | 3,763,347 | 5,331,602 | 8,011,348 | 6,196,847 | 4,230,834 | | Add: Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (1,099,565) | (3,090,295) | (4,587,522) | 3,906,218 | 4,030,406 | (417,368) | | Add: Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | — | — | — | | Add: Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 419,206 | 1,172,813 | (166,285) | (347,644) | 773,186 | (457,982) | | Subtract: Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | — | | Compensation Actually Paid to PEO | $5,649,801 | $4,831,969 | $3,805,187 | $15,946,550 | $15,494,036 | $6,337,923 |
Pay Versus Performance
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table ("SCT") Total | $3,178,467 | $4,338,802 | $3,320,601 | $3,186,456 | $2,215,555 | | Deduct: Grant Date Fair Value of Stock Awards Grants in Fiscal Year and Change in Pension Value and Non-Qualified Deferred Compensation Earnings | 1,541,015 | 3,023,325 | 1,679,840 | 1,502,001 | 1,318,248 | | Add: Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in current year | 90,563 | 85,059 | 75,040 | 86,731 | 114,992 | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 963,389 | 1,247,679 | 2,227,905 | 1,410,865 | 833,814 | | Add: Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (470,828) | (937,283) | 672,626 | 806,432 | (88,503) | | Add: Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | — | — | | Add: Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 88,404 | (23,551) | (47,382) | 140,377 | (103,748) | | Subtract: Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (554,562) | (365,592) | (426,567) | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | $1,754,418 | $1,321,789 | $4,142,383 | $4,128,860 | $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 fifth 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, 2024, 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 2024 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 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. The charts below reflect the relationship among compensation actually paid compared to the Company's total shareholder return and peer group total shareholder return, net income, and adjusted EBITDA over the past five fiscal years. Compensation actually paid reflects the value of outstanding performance-based grants at specified fiscal year ends and does not have a direct comparison to performance trends.
Compensation of Directors
Compensation of Directors
2024 Director Compensation
2024 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 2024 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 the same annual cash retainer and annual stock grants as set out in the prior year. 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 an additional cash retainer of $35,000 annually, and Committee Chairs each receive an additional cash retainer of $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 3, 2024, each non-employee director serving on such date was granted RSUs having a grant date value of approximately $190,000. Each RSU represents a fully vested right to receive one share of our common stock on May 1, 2029, or earlier upon a termination of service as a director by reason of death, disability or retirement, or upon a change in control of the Company. Each non-employee director is required to own shares of Company common stock valued at five times his or her annual cash retainer for the prior fiscal year measured against the average stock price for the preceding three fiscal years. Directors will have five years from the date of election to the Board to attain such a level of ownership. Shares counted toward this requirement will be based on shares beneficially owned by such director (as defined by the SEC’s rules and regulations) including restricted stock units and director deferred compensation shares but excluding any unexercised stock options or stock appreciation rights. As of December 31, 2024, each of our non-employee directors is currently in compliance with the requirements established in these guidelines.
2024 Director Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Elizabeth W. Camp | 100,000 | 190,000 | 290,000 | | Richard Cox, Jr. | 100,000 | 190,000 | 290,000 | | Gary P. Fayard | 125,000 | 190,000 | 315,000 | | P. Russell Hardin | 125,000 | 190,000 | 315,000 | | John R. Holder | 100,000 | 190,000 | 290,000 | | Donna W. Hyland | 125,000 | 190,000 | 315,000 | | John D. Johns | 135,000 | 190,000 | 325,000 | | Jean-Jacques Lafont (2) | 445,600 | 190,000 | 635,600 | | Robert C. Loudermilk, Jr. | 100,000 | 190,000 | 290,000 | | Wendy B. Needham | 125,000 | 190,000 | 315,000 | | Juliette W. Pryor | 100,000 | 190,000 | 290,000 | | Darren Rebelez | 100,000 | 190,000 | 290,000 | | Charles K. Stevens, III (3) | 50,000 | 110,833 | 160,833 |
2024 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 1,207 RSUs granted to non-employee directors on May 3, 2024, the grant date fair value of which was $190,000 (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. Stevens joined the Board on April 29, 2024 and received two quarterly payments of the annual cash retainer and pro rata stock awards. The aggregate number of RSUs held by each director as of December 31, 2024 as follows:
2024 Director Compensation
| Director | Number of RSUs | | Elizabeth W. Camp | 8,288 | | Richard Cox, Jr. | 8,288 | | Gary P. Fayard | 8,288 | | P. Russell Hardin | 8,288 | | John R. Holder | 8,288 | | Donna W. Hyland | 8,288 | | John D. Johns | 8,288 | | Jean-Jacques Lafont | 5,483 | | Robert C. Loudermilk, Jr. | 8,288 | | Wendy B. Needham | 8,288 | | Juliette W. Pryor | 5,483 | | Darren Rebelez | 2,042 | | Charles K. Stevens, III | 1,225 |