DEF 14A of O Reilly Automotive Inc, Mar 29, 2024

DEF 14A of O Reilly Automotive Inc

Filed Mar 29, 2024 · FY20230000898173-24-000013

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | COMMITTEE MEMBERSHIP | | | | NAME OF DIRECTOR NOMINEE | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | HUMAN CAPITAL AND COMPENSATION | CORPORATE GOVERNANCE/ NOMINATING | | GREG HENSLEE Affiliated Director and Executive Chairman of the Board | 63 | 2017 | | | | | | DAVID O’REILLY Affiliated Director and Executive Vice Chairman of the Board | 74 | 1972 | | | | | | LARRY O’REILLY Affiliated Director and Vice Chairman of the Board | 77 | 1969 | | | | | | GREGORY D. JOHNSON Affiliated Director Nominee | 58 | - | | | | | | THOMAS T. HENDRICKSON Lead Independent Director Independent Director of the Board | 69 | 2010 |  | C | | | | JOHN R. MURPHY Independent Director of the Board | 73 | 2003 |  | | C | | | DANA M. PERLMAN Independent Director of the Board | 43 | 2017 |  | | | C | | MARIA A. SASTRE Independent Director of the Board | 68 | 2020 |  | | | | | ANDREA M. WEISS Independent Director of the Board | 69 | 2019 |  | | | | | FRED WHITFIELD Independent Director of the Board | 65 | 2021 |  | | | |

  3. DIRECTOR NOMINEES

    Member C Chair

  4. KNOWLEDGE & SKILLS

    KNOWLEDGE & SKILLS

  5. KNOWLEDGE & SKILLS

    | LEADERSHIP | | | | | | | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | | Public Board Experience | | Leadership | | Strategic Planning | | OPERATIONAL | | | | | | | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | | Retail Industry | | Automotive Aftermarket Industry | | Financial Expertise | | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | | Human Capital Management | | International | | Omnichannel | | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | | Technology | | Supply Chain | | Real Estate | | GOVERNANCE | | | | | | | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐▐ | | | Risk Management | | Regulatory | | Business Ethics & Responsibility |

  6. KNOWLEDGE & SKILLS

    | 4 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  7. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  8. PROPOSAL 1 – ELECTION OF DIRECTORS

    |  | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ELECTED NOMINEES. |

  9. Information about the Director Nominees

    Information about the Director Nominees The Company’s Bylaws and Amended and Restated Articles of Incorporation provide for the annual election of Directors. The Board has nominated Greg Henslee, David O’Reilly, Larry O’Reilly, Gregory D. Johnson, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss, and Fred Whitfield as Directors for a one-year term expiring at the Company’s 2025 Annual Meeting of Shareholders. Current Board member, Jay D. Burchfield, has not been nominated for re-election, as Mr. Burchfield is expected to retire from the Board at the end of the 2023 director term, consistent with the Board’s mandatory retirement age policy. The following identifies

  10. Information about the Director Nominees

    | I. | His or her present positions and offices with the Company, if applicable. |

  11. Information about the Director Nominees

    | II. | His or her age. |

  12. Information about the Director Nominees

    | III. | The year in which he or she was first elected or appointed a Director (each serving continuously since first elected or appointed, unless otherwise stated). |

  13. Information about the Director Nominees

    | IV. | The business experience and principal occupation for at least the last five years of each of the nominees. |

  14. Information about the Director Nominees

    | V. | The qualifications and skills, which the Director possesses, that qualify him or her for service on the Company’s Board. |

  15. Information about the Director Nominees

    | VI. | His or her directorships for at least the last five years in any company with a class of securities registered pursuant to Section 12 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, or in any company registered as an investment company under the Investment Company Act of 1940 (as specifically noted), as applicable. |

  16. Information about the Director Nominees

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 5 |

  17. Information about the Director Nominees

    | AGE: 63 DIRECTOR SINCE: 2017 CURRENT TERM: Expires in 2024 COMMITTEES: None | GREG HENSLEE Affiliated Director and Executive Chairman of the Board | | | EXPERIENCE Mr. Henslee has served as a member of the Board since November 2017 and Executive Chairman of the Board since May 2021. Mr. Henslee served as Executive Vice Chairman of the Board from May 2018 until May 2021. Mr. Henslee served O’Reilly as Chief Executive Officer from February 2005 until May 2018; President from December 2012 to February 2017; Co-President from 1999 to 2012; Senior Vice President of Information Systems, Inventory Control, Customer Service, Computer Operations, Pricing and Loss Prevention from 1998 to 1999; Vice President of Store Operations from 1995 to 1998; and Director of Computer Operations and Loss Prevention from 1993 to 1995. QUALIFICATIONS AND SKILLS Mr. Henslee is being re-nominated as a Director because, among his other qualifications, he possesses over 40 years of experience in the automotive aftermarket industry, including holding leadership positions on various automotive aftermarket organizations and associations, and over 35 years in the Company’s operations, strategic planning, and leadership development. |

  18. Information about the Director Nominees

    | AGE: 74 DIRECTOR SINCE: 1972 CURRENT TERM: Expires in 2024 COMMITTEES: None | DAVID O’REILLY Affiliated Director and Executive Vice Chairman of the Board | | | EXPERIENCE Mr. O’Reilly has served as Executive Vice Chairman of the Board since May 2021. Mr. O’Reilly served as Executive Chairman of the Board from February 2005 until May 2021. Mr. O’Reilly served as Co-Chairman of the Board from August 1999 to February 2005; Chief Executive Officer from March 1993 to February 2005; President of the Company from March 1993 to August 1999; and Vice President of the Company from 1975 to March 1993. QUALIFICATIONS AND SKILLS Mr. O’Reilly is being re-nominated as a Director because, among his other qualifications, he possesses over 50 years of experience in the automotive aftermarket, including holding leadership positions on various automotive aftermarket organizations and associations, and experience and expertise in the Company’s operations and strategic business development. |

  19. Information about the Director Nominees

    | 6 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  20. Information about the Director Nominees

    | AGE: 77 DIRECTOR SINCE: 1969 CURRENT TERM: Expires in 2024 COMMITTEES: None | LARRY O’REILLY Affiliated Director and Vice Chairman of the Board | | | EXPERIENCE Mr. O’Reilly has served as Vice Chairman of the Board since February of 2005. Mr. O’Reilly served as Co-Chairman of the Board from August 1999 to February 2005; Chief Operating Officer from March 1993 to February 2003; President from March 1993 to August 1999; and Vice President from 1975 to March 1993. Mr. O’Reilly retired from active Company management in February of 2003. Mr. O’Reilly served as Chairman and Director of Mercy Hospital Springfield from 2000 to 2022; Board Member of the Missouri Sports Hall of Fame from 2003 to 2022; and Trustee of the Lance Armstrong Endowment Board from December 2005 to 2022. QUALIFICATIONS AND SKILLS Mr. O’Reilly is being re-nominated as a Director because, among his other qualifications, he possesses over 50 years of experience in the automotive aftermarket industry and experience and expertise in the Company’s operations and strategic business development. |

  21. Information about the Director Nominees

    | AGE: 58 DIRECTOR NOMINEE * COMMITTEES: None | GREGORY D. JOHNSON Affiliated Director Nominee | | | EXPERIENCE Mr. Johnson served O’Reilly as Chief Executive Officer from May 2018 until January 2024, when he retired from active Company management; President from February 2022 to January 2023; Co-President from February 2017 to February 2022; Executive Vice President of Supply Chain from December 2014 to January 2017; Senior Vice President of Distribution Operations from September 2007 to December 2014; Vice President of Distribution from January 2005 to August 2007; and Director of Distribution from January 2003 to December 2004. QUALIFICATIONS AND SKILLS Mr. Johnson is being nominated as a Director because, among his other qualifications, he possesses over 40 years of experience in the automotive aftermarket industry, including holding leadership positions on various automotive aftermarket organizations and associations, and over 20 years of experience and expertise in the Company’s operations, strategic planning, and leadership development. * Mr. Johnson was recommended by the Executive Chairman of the Board. |

  22. Information about the Director Nominees

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 7 |

  23. Information about the Director Nominees

    | AGE: 69 DIRECTOR SINCE: 2010 CURRENT TERM: Expires in 2024 INDEPENDENT LEAD DIRECTOR SINCE: January 2024 COMMITTEES: ● Audit Committee (Chair) ● Corporate Governance/Nominating Committee | THOMAS T. HENDRICKSON Independent Director of the Board | | | EXPERIENCE Mr. Hendrickson has served as a Director and Audit Committee Chairperson for Snap One Holdings Corp. since May 2022; Director and Audit Committee Chairperson for Ollie’s Bargain Outlet Holdings, Inc. since 2015; Chief Administrative Officer, Chief Financial Officer and Treasurer for The Sports Authority, Inc., the parent of retailer “Sports Authority,” from 2003 until his retirement in February of 2014; Executive Vice President and Chief Financial Officer, and Treasurer of Gart Sports Company, from 1998 until its merger with Sports Authority in 2003; and Vice President of Finance, Senior Vice President, and Executive Vice President and Chief Financial Officer of Sportmart, Inc., from 1993 to 1997. Mr. Hendrickson is a Certified Public Accountant and has over 32 years of retail business experience. QUALIFICATIONS AND SKILLS Mr. Hendrickson is being re-nominated as a Director because, among his other qualifications, he possesses experience and expertise in the retail industry and the areas of risk assessment, accounting, and finance. CURRENT PUBLIC DIRECTORSHIPS ● Snap One Holdings Corp. (SNPO), since 2022 ● Ollie’s Bargain Outlet Holdings, Inc. (OLLI), since 2015 |

  24. Information about the Director Nominees

    | 8 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  25. Information about the Director Nominees

    | AGE: 73 DIRECTOR SINCE: 2003 CURRENT TERM: Expires in 2024 COMMITTEES: ● Audit Committee ● Human Capital and Compensation Committee (Chair) | JOHN R. MURPHY Independent Director of the Board | | | EXPERIENCE Mr. Murphy joined the board of Cadrenal Therapeutics, Inc. in January of 2023, as a Director and Audit Committee Chairman and member of the Compensation Committee. Mr. Murphy served as a Director, Audit Committee Chairman, and Member of the Nominating and Governance Committee of Apria, Inc. from 2019 until April of 2022, when the company was sold. Mr. Murphy served as a Director and the Audit Committee Chairman of Summit Materials, Inc. (“Summit”) from 2012 until January of 2024. He also has served as a member of the Governance and Nominating Committee until 2022. In 2013, Mr. Murphy served as Summit’s Interim Chief Financial Officer. In addition, Mr. Murphy served as a Director and the Audit Committee Chairman of Alight Solutions from 2019 until 2021. In 2012, Mr. Murphy was named a Director and Audit Committee Chairman of DJO Global, Inc.; he served in that capacity until 2019. In 2011, Mr. Murphy served as a Director, Audit Committee and Special Committee member of Graham Packaging, Inc. until September of that year when the company was sold. Mr. Murphy served as Senior Vice President and Chief Financial Officer of Smurfit-Stone Container Corporation (“Smurfit-Stone”) from 2009 to 2010, where he led the financial restructuring of Smurfit-Stone during its Chapter 11 reorganization. Mr. Murphy was President and Chief Executive Officer of Accuride Corporation, Inc. (“Accuride”) and a member of its board of directors until October 2008. Mr. Murphy served as Accuride’s President and Chief Operating Officer from January 2007 to October 2007; he served as President and Chief Financial Officer from February 2006 to December 2006 and as Executive Vice President and Chief Financial Officer from March 1998 to January 2006. Mr. Murphy is a Certified Public Accountant and holds a Masters of Business Administration. QUALIFICATIONS AND SKILLS Mr. Murphy is being re-nominated as a Director because, among his other qualifications, he possesses experience and expertise in the automotive aftermarket industry and the areas of accounting, finance, restructuring, mergers, and acquisitions. CURRENT PUBLIC DIRECTORSHIPS ● Cadrenal Therapeutics, Inc. (CVKD), since 2023 PRIOR PUBLIC BOARD SERVICE ● Summit Materials, Inc. (SUM), 2012 to 2024 ● Apria, Inc. (APR), 2019 to 2022 ● Alight Solutions (ALIT), 2019 to 2021 ● Graham Packaging Company Inc. (GRM), 2011 |

  26. Information about the Director Nominees

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 9 |

  27. Information about the Director Nominees

    | AGE: 43 DIRECTOR SINCE: 2017 CURRENT TERM: Expires in 2024 COMMITTEES: ● Audit Committee ● Corporate Governance/Nominating Committee (Chair) | DANA M. PERLMAN Independent Director of the Board | | | EXPERIENCE Ms. Perlman serves as Chief Growth and Operations Officer of G-III Apparel Group Ltd. Since January of 2024, where she is responsible for their strategy, finance, communications, information technology, and other operating functions. Ms. Perlman served as Chief Strategy Officer and Treasurer of PVH Corp. (“PVH”) from 2021 to 2022, where she was a key partner to the Chief Executive Officer and a member of Executive Leadership, responsible for leading PVH’s global strategy, transformation and business development, including defining, activating and managing PVH’s strategic vision and priorities to deliver key targets, spearheading mergers and acquisitions, integrations, strategic partnerships and value-enhancing projects across PVH. Ms. Perlman was also responsible for PVH’s treasury, communications, and investor relations functions. Prior to her role as Chief Strategy Officer and Treasurer of PVH, Ms. Perlman served as Senior Vice President, Treasurer, Business Development and Investor Relations of PVH since 2011. Prior to joining PVH, Ms. Perlman served as Director of Retail Investment Banking at Barclays Capital. Prior to her role at Barclays Capital, Ms. Perlman held positions with Lehman Brothers and Credit Suisse First Boston. Ms. Perlman has a Bachelor of Business Administration from the University of Michigan Ross School of Business. Ms. Perlman previously sat on the Board of Sigma Lithium Corporation and was the Chair of the Finance Committee and served as a member of the Audit Committee and ESG Committee. QUALIFICATIONS AND SKILLS Ms. Perlman is being re-nominated as a Director because, among her other qualifications, she possesses over 20 years of experience and expertise in the global retail industry and the areas of strategy, finance, operations, investment banking, business development, acquisitions, risk management, corporate and employer branding, investor communications, and environmental, sustainability and governance communication. PRIOR PUBLIC BOARD SERVICE ● Sigma Lithium Corporation (SGML), 2022 to 2023 |

  28. Information about the Director Nominees

    | 10 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  29. Information about the Director Nominees

    | AGE: 68 DIRECTOR SINCE: 2020 CURRENT TERM: Expires in 2024 COMMITTEES: ● Audit Committee ● Corporate Governance/Nominating Committee | MARIA A. SASTRE Independent Director of the Board | | | EXPERIENCE Ms. Sastre served as President and Chief Operating Officer of Signature Flight Support Corporation (“Signature”), the world’s largest network of fixed-based operations and support services for business, government and private aviation, from 2013 until her retirement in 2018. Ms. Sastre joined Signature in 2010 as its Chief Operating Officer. Prior to joining Signature, Ms. Sastre was President and Chief Executive Officer of Take Stock in Children, Inc. from 2009 to 2010, a senior executive with Royal Caribbean Cruises LTD from 2000 to 2008, where she held the positions of Vice President, International, Asia, Latin America & Caribbean and Vice President of Hotel Operations, and, prior to 2000, she held numerous domestic and international executive and leadership positions with United Airlines, Inc., Continental Airlines, Inc. and Eastern Airlines, Inc. Ms. Sastre currently serves on several private and non-profit boards, including Guidewell Mutual Holding Corporation (Florida Blue) since 2016, where she serves as Chair of the Talent & Compensation Committee, and Miramar Services Corporation since 2019. Ms. Sastre serves as the Chair of the Nomination & Governance Committee of General Mills, Inc. and also previously served on the Board of Publix Supermarkets and as Chair of the Finance Committee of Darden Restaurants, Inc. QUALIFICATIONS AND SKILLS Ms. Sastre is being re-nominated as a Director because, among her other qualifications, she possesses experience and expertise in the areas of global operations, marketing, retail, mergers and acquisitions, government/public policy, and e-commerce. CURRENT PUBLIC DIRECTORSHIPS ● General Mills, Inc. (GIS), since 2018 PRIOR PUBLIC BOARD SERVICE ● Darden Restaurants, Inc. (DRI), 1998 to 2014 ● Laidlaw International, Inc. (LI), 2003 to 2007 |

  30. Information about the Director Nominees

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 11 |

  31. Information about the Director Nominees

    | AGE: 69 DIRECTOR SINCE: 2019 CURRENT TERM: Expires in 2024 COMMITTEES: ● Audit Committee ● Human Capital and Compensation Committee | ANDREA M. WEISS Independent Director of the Board | | | EXPERIENCE Ms. Weiss is the founder of and serves as President and Chief Executive Officer of Retail Consulting, Inc. since 2002. Ms. Weiss is also the founder of The O Alliance, LLC, a global consulting practice focused on retail, e-commerce and consumer companies. Prior to founding Retail Consulting, Inc., Ms. Weiss was President of dELiA*s, Inc., President of Guess?, Inc., Executive Vice President, Chief Stores Officer of L Brands, Inc., Senior Vice President of Ann Inc., and Director of Merchandising of The Walt Disney Company. Ms. Weiss is also a board member for Cracker Barrel Old Country Store, Inc. since 2003, RPT Realty since 2018 and Bed Bath & Beyond Inc. since 2019. Ms. Weiss currently serves on several private advisory boards. Ms. Weiss served on the board of directors of GSI Commerce from 2006 to 2011, Chico’s FAS, Inc. from 2009 to 2018, The Pepboys - Manny, Moe & Jack from 2013 to 2016 and Nutrisystem, Inc. from 2013 to 2019. Ms. Weiss holds a Masters of Administrative Science from The Johns Hopkins University and a Bachelor of Fine Arts from Virginia Commonwealth University. Ms. Weiss also completed post-graduate studies at Harvard Business School and The Kellogg School at Northwestern University. QUALIFICATIONS AND SKILLS Ms. Weiss is being re-nominated as a Director because, among her other qualifications, she possesses over 35 years of experience and expertise in the retail industry and the areas of marketing, consumer branding, proprietary brand development, consumer behavior, and global retail and e-commerce operations. CURRENT PUBLIC DIRECTORSHIPS ● Premier Investments, Ltd. (PMV on ASX), since 2023 PRIOR PUBLIC BOARD SERVICE ● RPT Realty (RPT), 2018 to 2024 ● Cracker Barrel Old Country Store, Inc. (CBRL), 2003 to 2023 ● Bed Bath & Beyond Inc. (BBBY), 2019 to 2023 ● Nutrisystem, Inc. (NTRI), 2013 to 2019 ● Chico’s FAS, Inc. (CHS), 2009 to 2018 ● The Pep Boys - Manny, Moe & Jack (PBY), 2013 to 2016 ● GSI Commerce (GSIT), 2006 to 2011 |

  32. Information about the Director Nominees

    | 12 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  33. Information about the Director Nominees

    | AGE: 65 DIRECTOR SINCE: 2021 CURRENT TERM: Expires in 2024 COMMITTEES: ● Audit Committee ● Corporate Governance/Nominating Committee | FRED WHITFIELD Independent Director of the Board | | | EXPERIENCE Mr. Whitfield served as President, Vice Chairman, Alternate Governor and Minority Owner of Hornets Sports & Entertainment (“HSE”) from 2018 through 2023. Mr. Whitfield joined HSE in 2006 as its President, Chief Operating Officer and Alternate Governor, and during his tenure with HSE, he has overseen all areas of business operations and strategy for the Charlotte Hornets and Spectrum Center, including sales, marketing, public relations, legal, finance and human resources. Along with having served as an Alternate Governor on the National Basketball Association Board of Governors, Mr. Whitfield served as a member of the National Basketball Association Global Diversity and Inclusion Council. Prior to joining HSE, Mr. Whitfield was Director of Business/Legal Affairs of Jordan Brand (a division of NIKE, Inc.); Director of Player Personnel and Assistant Legal Counsel of the Washington Wizards; numerous positions with NIKE, Inc., the last being Director of Player Development, Basketball Sports Marketing; and Senior Partner of Whitfield & Blackmon, Attorneys at Law, LLP. Additionally, Mr. Whitfield is the founder of HoopTee Charities, Inc., which supports a number of non-profit organizations and initiatives. Mr. Whitfield holds a Juris Doctorate from North Carolina Central University, as well as a Bachelor of Business Administration in economics and a Masters of Business Administration in marketing, both from Campbell University. QUALIFICATIONS AND SKILLS Mr. Whitfield is being re-nominated as a Director because, among his other qualifications, he possesses experience and expertise in the areas of law and legal compliance, brand management and strategies, business development, and diversity and inclusion. |

  34. Information about the Director Nominees

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 13 |

  35. Independent Board Chairman – Proposal 4”

    Independent Board Chairman – Proposal 4”

  36. Independent Board Chairman – Proposal 4”

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 17 |

  37. Independent Board Chairman – Proposal 4”

    The Company’s Statement in Opposition to Proposal 4: The Board recommends a vote AGAINST proposal 4. Despite the fact that the Company has had a separate Chairman and Chief Executive Officer for nearly two decades, and an Independent Lead Director since 2008, shareholders are being asked to vote on the proposal. This is the fourth time the proponent has presented a proposal on this subject at our annual meeting and our shareholders have rejected the proposal each time. The Board continues to believe that the actions requested by the proponent are not in the best interests of the Company and its shareholders and urges shareholders to again reject the proposal. The roles of the Chairman and Chief Executive Officer are currently separate and have been for nearly two decades. The Company already has a separate Chairman and Chief Executive Officer, and those positions have been filled by separate individuals for the last 19 years. The Board has carefully considered and approved its current leadership structure and firmly believes that such structure is appropriate and in the best interests of the Company and its shareholders. In particular, the Board believes that its current leadership structure allows our Chief Executive Officer to focus on developing and implementing the Company’s business strategies and objectives and supervising day-to-day business operations and allows our Chairman to lead the Board in its oversight and advisory roles. The Board also believes that the current separation of the Chairman and Chief Executive Officer roles provides a clear delineation of responsibilities for each position and fosters greater accountability of management. The Board has had an Independent Lead Director since 2008. The position of Independent Lead Director has been an important part of the Board’s governance structure since 2008. The Board continually evaluates its leadership structure and, consistent with this ongoing review, made the decision to transition this important Board role and appointed Thomas Hendrickson as Independent Lead Director in early 2024. Under our Corporate Governance Principles, which require the Board to designate an independent director to serve as the Independent Lead Director, our Independent Lead Director carries a clear mandate with significant authority and clearly defined responsibilities. As described in our Corporate Governance Principles, the responsibilities of the Independent Lead Director include, but are not limited to:

  38. Independent Board Chairman – Proposal 4”

    | ● | Presiding at Board meetings in the absence of the Chairman of the Board; |

  39. Independent Board Chairman – Proposal 4”

    | ● | Ensuring Board leadership in the absence or incapacitation of the Chairman of the Board; |

  40. Independent Board Chairman – Proposal 4”

    | ● | Chairing executive sessions, developing the agenda for executive sessions and communicating the results of the executive sessions with the Company’s management, as appropriate; |

  41. Independent Board Chairman – Proposal 4”

    | ● | Collaborating with the Human Capital and Compensation Committee on a succession plan for the Company’s Chief Executive Officer; |

  42. Independent Board Chairman – Proposal 4”

    | ● | Consulting with the Chairman of the Board on schedules and agendas of Board meetings; |

  43. Independent Board Chairman – Proposal 4”

    | ● | Advising the Chairman of the Board on the conduct of Board meetings; |

  44. Independent Board Chairman – Proposal 4”

    | ● | Serving as a liaison among other directors, with O’Reilly’s management, between Board committees and the Board; |

  45. Independent Board Chairman – Proposal 4”

    | ● | Together with the Chairman of the Board, collaborating with the Company’s management to determine the information and materials provided to the directors to support their decision-making responsibilities; |

  46. Independent Board Chairman – Proposal 4”

    | ● | Being entitled to request materials from and receive notice of, and attend, all meetings of Board committees; |

  47. Independent Board Chairman – Proposal 4”

    | ● | Being available to advise committee chairs in fulfilling their designated roles and responsibilities to the Board; |

  48. Independent Board Chairman – Proposal 4”

    | ● | Collaborating with the Board to guide the Company’s management on strategic issues and long-term planning; |

  49. Independent Board Chairman – Proposal 4”

    | ● | Working with the Corporate Governance/Nominating Committee Chair to analyze the annual Board self-assessment results; |

  50. Independent Board Chairman – Proposal 4”

    | ● | Collaborating with the Chairman of the Board and Corporate Governance/Nominating Committee on Board succession planning; |

  51. Independent Board Chairman – Proposal 4”

    | ● | Acting as the focal point for issues such as corporate governance and suggestions from independent directors; |

  52. Independent Board Chairman – Proposal 4”

    | 18 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  53. Independent Board Chairman – Proposal 4”

    | ● | Monitoring and coordinating with the Company’s management on corporate governance issues and developments; |

  54. Independent Board Chairman – Proposal 4”

    | ● | Being available for direct communication and consultation with shareholders, upon request through Board approved procedures; and |

  55. Independent Board Chairman – Proposal 4”

    | ● | Performing such other duties as the Board or Chairman of the Board may delegate, from time to time. |

  56. Independent Board Chairman – Proposal 4”

    Accordingly, our Independent Lead Director carries a clear mandate and has significant authority and responsibilities. We believe that the Independent Lead Director provides strong, independent leadership and aids the Board in meeting its fiduciary obligations to the Company and its shareholders. A flexible leadership structure is the most effective for the Company and our shareholders. The Company does not have a formal policy requiring that the positions of Chairman and Chief Executive Officer be separated or requiring that the position of Chairman be filled only by an independent director. Instead, the Board believes that the Company and its shareholders are best served when leadership choices are made by the Board on a case-by-case basis – rather than dictated by a predetermined policy. This approach provides the Board with the necessary flexibility to determine whether the positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. Although the Company has separated the roles of Chairman and Chief Executive Officer for 19 years, adopting a rigid requirement to split these positions would deprive the Board of the ability to select the most qualified and appropriate individual to lead the Board as Chairman regardless of what the Board believes to be in the best interests of the Company and its shareholders. In addition, the Board effectively oversees management and provides vigorous oversight of the Company’s business and affairs. The Board and its standing committees, which consist entirely of independent directors, vigorously oversee the effectiveness of management policies and decisions, including the execution of key strategic initiatives. Consequently, independent directors directly oversee such critical matters as the integrity of the Company’s financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of corporate governance programs. Moreover, as described above, our Corporate Governance Principles require the Board to designate an independent director to serve as the Independent Lead Director who is charged with acting as a liaison among other directors, with management and between Board committees and the Board. The Independent Lead Director could also preside at Board meetings in the absence of the Chairman. This position improves the functionality of the Board and its Committees and aids in the fiduciary obligations each director has to the Company and its shareholders. The Company’s long track record of strong performance demonstrates that the Company’s existing corporate governance policies are effective. The Board also believes that the proposal seeks to advance a solution to a problem that does not exist at the Company. In particular, the proposal ignores the tremendous shareholder value created by the Company’s outstanding long-term performance and the Board and management’s exceptional leadership. For example, the Company’s stock price grew from $344.33 at the end of 2018 to $950.08 at the end of 2023, representing a total shareholder return of approximately 275% over the most recent five-year period. The strong performance of the Company’s stock underscores the fact that the proposal does not seek to address any performance-related deficiencies at the Company. The Board further believes that the current leadership model, when combined with our independent board governance structure, provides strong and consistent leadership and independent and effective oversight of the Company’s business and affairs. The proposal attempts to impose an inflexible policy that does not permit the Board, regardless of the circumstances, to exercise judgment about which arrangements would best serve the interests of our shareholders. The Board does not believe that adoption of such policy is the right approach nor necessary for the Company or its shareholders. Given the current separation of the Chairman and Chief Executive Officer roles and the existence of a strong Independent Lead Director role, coupled with the Company’s strong corporate governance policies and long track record of performance, the Board believes that adoption of the proposal is unnecessary and not in the best interest of the Company or its shareholders. Further, our shareholders affirmed this view by rejecting a substantially similar proposal submitted by the same proponent at our 2023, 2020, and 2016 annual meetings of shareholders.

  57. Independent Board Chairman – Proposal 4”

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 19 |

  58. Independent Board Chairman – Proposal 4”

    Recommendation of the Board: For the foregoing reasons, the Board of Directors recommends that you vote “AGAINST” proposal 4 to adopt an independent board chairman policy. As with all proposals, if the proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

  59. Independent Board Chairman – Proposal 4”

    | 20 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  60. INFORMATION CONCERNING THE BOARD OF DIRECTORS

    INFORMATION CONCERNING THE BOARD OF DIRECTORS

  61. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  62. Independent Directors

    | INDEPENDENT DIRECTOR COMPENSATION | | | | Annual Retainer | $114,000 | | | Annual Independent Lead Director Fee | $35,000 | | | Committee Chair Fees | $25,000 | Audit Committee | | | $21,500 | Human Capital and Compensation Committee | | | $17,000 | Corporate Governance/Nominating Committee | | Restricted Stock | In May of 2023, each independent Director was awarded a number of restricted shares valued at approximately $161,000. These restricted shares vest in one installment after a one-year period. In May of 2023, each independent Director received 169 restricted shares awarded at a price of $954.30 per share. | | | Non-Qualified Stock Options | No stock option awards were granted during 2023. | |

  63. Compensation Paid to Directors

    | DIRECTOR COMPENSATION | | | | | | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards (a) | Compensation | Total | | Name | ($) | ($) | ($) | ($) | | Larry O’Reilly | 277,923 | — | — | 277,923 | | Jay D. Burchfield (b) | 148,000 | 161,277 | — | 309,277 | | Thomas T. Hendrickson | 138,000 | 161,277 | — | 299,277 | | John R. Murphy | 134,500 | 161,277 | — | 295,777 | | Dana M. Perlman | 130,000 | 161,277 | — | 291,277 | | Maria A. Sastre | 113,000 | 161,277 | — | 274,277 | | Andrea M. Weiss | 113,000 | 161,277 | — | 274,277 | | Fred Whitfield | 113,000 | 161,277 | — | 274,277 |

  64. Compensation Philosophy

    | II. | Aligning our compensation framework with our strategic goals to drive long-term value for our shareholders. |

  65. Compensation Philosophy

    | Align to Strategic Goals and Create Long-Term Shareholder Value | | | | Our compensation programs are designed to support and enable achievement of our long-term strategic objectives, which, in turn, are aimed to create enhanced value for our shareholders. We have long believed that a significant portion of our executives’ compensation should be directly tied to our stock price in order to align the financial interests of our executives with the interests of our shareholders. This calibration of objectives ensures our Company leadership remains focused on the sustained financial performance and long-term growth that drives value for both our executives and shareholders, while also ensuring appropriate incentives exist to prevent unnecessary risk taking. For this same purpose, we also maintain significant stock ownership requirements for our executives as described in the “Officer and Director Stock Ownership Guidelines” section of this proxy statement. |

  66. Compensation Oversight

    | | | ● | | Role of Human Capital and Compensation Committee | | | | ● Evaluates performance of executive officers and their achievement of performance targets outlined within compensation plans. ● Reviews and approves executive compensation programs, ensuring alignment with the Company’s strategic priorities. ● Approves performance targets within incentive compensation plans. | | ● Approves compensation adjustments for executive officers. ● Oversees risk assessment process relating to Company’s overall compensation practices. ● Reviews and approves all share-based compensation awards. ● Approves Company’s peer group used for assessing market compensation levels and pay practices. | | Role of Independent Consultant | | Role of Management | | ● Selected and engaged by the Human Capital and Compensation Committee, attends Committee meetings upon request, and presents reports directly to the Committee. ● Reports on current developments, trends, and competitive practices related to executive compensation. ● Assesses the relevance of the Company’s peer group and reviews executive compensation relative to the Company’s peer group and survey data. ● Advises on compensation program design, risks, mix of compensation components, and alignment with the Company’s performance philosophy. | | ● Performs analysis on peer group compensation practices. ● Provides assessment of performance of executive officers (other than themselves). ● Provides recommendations regarding compensation structure, amounts, program design, and changes to existing plans. ● Provides recommendations on the performance goals utilized in annual cash incentive compensation. ● Assesses the alignment of the Company compensation plans with Company’s performance philosophy, business plans, and strategies. |

  67. Competitive Assessments

    Competitive Assessments The Company’s Human Resources Department, utilizing both publicly available and third-party compiled data, provides the Human Capital and Compensation Committee with industry benchmark information and compensation survey data from the companies in its peer group, including peer salary, bonus, incentive compensation, share-based compensation, and other compensation. The group of peer companies is reviewed annually by the Human Capital and Compensation Committee to ensure that the comparisons are meaningful. The Human Capital and Compensation Committee evaluates retail peers that conduct business outside of the automotive aftermarket industry based on criteria such as revenue, operating margin, net income, market capitalization, team member count, and one- and three-year total shareholder returns, as applicable. In addition to these key financial and operational metrics, the Human Capital and Compensation Committee also evaluates potential peers based on competition for Team Member recruitment and companies whose general customer demographics are similar to those of the Company.

  68. Competitive Assessments

    The Human Capital and Compensation Committee considers the Company’s relative performance compared with the established group of peer companies in the automotive aftermarket industry and other specialty retailers and considers broad-based survey data compiled by a third-party, Equilar, Inc., including total compensation for top management at companies with total revenues comparable to the total revenues of the Company. The Human Capital and Compensation Committee does not use this data or peer group data to set specific compensation benchmarks for a position or for any element of compensation but, rather, to evaluate the overall performance of the Company and the individual performance of management to set compensation at reasonable and competitive levels. Based on its annual review using the previously described criteria, the Human Capital and Compensation Committee removed one company from the peer group, compared to 2022. The company removed from the peer group is identified in the following table, and the next table identifies the Company’s 2023 peer group members. Further below, the range, mean, and median revenue and market capitalization of the Company’s 2023 peer group, as well as those metrics for O’Reilly, for the twelve months ended December 31, 2023, or of the most recently completed period end, are identified.

  69. Competitive Assessments

    | PEER GROUP CHANGES | | | Removal from Peer Group | Addition to Peer Group | | Bed Bath & Beyond Inc. (removed due to bankruptcy) | None. |

  70. Competitive Assessments

    | PEER GROUP | | | | | | Peer Ticker | | Peer Ticker | | Peer Name | Symbol | Peer Name | Symbol | | Advance Auto Parts, Inc. | AAP | Foot Locker, Inc. | FL | | AutoNation, Inc. | AN | Genuine Parts Company | GPC | | AutoZone, Inc. | AZO | LKQ Corporation | LKQ | | Big Lots, Inc. | BIG | Lowe’s Companies, Inc. | LOW | | CarMax, Inc. | KMX | Ross Stores, Inc. | ROST | | Darden Restaurants, Inc. | DRI | The Sherwin-Williams Company | SHW | | Dick’s Sporting Goods, Inc. | DKS | Tractor Supply Company | TSCO | | Dollar General Corporation | DG | W.W. Grainger, Inc. | GWW | | Dollar Tree, Inc. | DLTR | | |

  71. Competitive Assessments

    | | | MARKET | | ($ in billions) | REVENUE | CAPITALIZATION | | Peer Group | | | | Range | $4.83 - $90.22 | $0.23 - $127.99 | | Mean | $22.53 | $29.93 | | Median | $17.66 | $19.62 | | O’Reilly Automotive, Inc. | $15.81 | $56.12 |

  72. Clawback Policy

    Clawback Policy The Board is dedicated to maintaining and enhancing a culture that is focused on integrity and accountability while tying compensation to the Company’s performance. The Board, following a recommendation by the Human Capital and Compensation Committee, adopted an incentive compensation clawback policy in 2014. In 2022, the SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), leading to new Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement. In 2023, the Company reviewed and amended and restated its incentive compensation clawback policy (as so amended and restated, the “Clawback Policy”) to comply with the new requirements. Each of the Company’s NEOs has signed an acknowledgment agreeing to comply with the provisions of the Clawback Policy. The Clawback Policy is intended to be consistent with applicable laws, listing standards and best corporate governance practices. The Clawback Policy includes a mandatory recovery element applicable to our current and former Section 16 officers to comply with the incentive-based compensation recovery provisions of the Dodd-Frank Act and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement on a “no fault” basis. In addition, the Clawback Policy provides that if the Board or the Human Capital and Compensation Committee determines that any current or former NEO engaged in fraud or willful misconduct that contributed to an obligation to restate the Company’s financial statements, then the Board or the Human Capital and Compensation Committee may seek recovery or forfeiture of all or a portion of any Additional Compensation (as defined below) awarded to the current or former NEO over a three-year lookback period. “Additional Compensation” means performance bonuses and incentive awards (including any stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, or other stock-based awards) paid, granted, vested, or accrued under any Company plan or agreement in the form of cash or shares, in each case, to the extent it is not captured as erroneously awarded compensation under the mandatory recovery portion of the Clawback Policy.

  73. Base Salary

    Base Salary The Company provides competitive annual base salaries to its executive officers and management in recognition of their job responsibilities and performance. In determining annual base salary, it is the Human Capital and Compensation Committee’s goal to bring the salaries of the Company’s executive officers and management in line with base compensation being paid by its peer group. The Human Capital and Compensation Committee specifically reviews compensation information from the publicly traded automotive aftermarket companies in its peer group and compensation surveys and data from the other specialty retailers in its peer group. The Human Capital and Compensation Committee believes that the Company’s principal competitors for its executive officers are not necessarily the same companies that would be included in a peer group compiled for purposes of comparing shareholder returns. Consequently, the companies that are reviewed for such compensation purposes may not be the same as the companies comprising the indices included in the Annual Report of the Company for 2023 that accompanies this proxy statement. The Human Capital and Compensation Committee increased base salary levels in 2023 for the Company’s NEOs to maintain compensation at competitive levels and to reflect Company performance and the individual performance of each of its NEOs. Such base salary increases took effect in March of 2023, except for Mr. Ross, who’s base salary took effect when he joined the Company in October of 2023.

  74. Performance Goals

    Performance Goals The performance metrics, weighting, targets, actual results and achievement levels utilized by the Human Capital and Compensation Committee for calculating the incentive compensation payable to each of the NEOs for the year ended December 31, 2023, are identified in the table below:

  75. Performance Goals

    | | Weight | | | | Achievement | | Performance Metric | (%) | Threshold | Target | Actual | (%) | | Comparable store sales (a) | 30 | 3.5% | 5.0% | 7.9% | 78.4 | | Operating income (in thousands) | 30 | $2,993,000 | $3,083,000 | $3,186,376 | 58.7 | | Return on invested capital (b) | 20 | 65.56% | 72.16% | 74.50% | 25.3 | | Free cash flow (in thousands) (c) | 20 | $1,694,000 | $2,092,000 | $1,987,720 | 14.8 | | | 100 | | | | 177.2 |

  76. Performance Goals

    | (a) Calculated based on the change in sales for U.S. stores open at least one year and excludes sales of specialty machinery, sales to independent parts stores, and sales to Team Members. |

  77. Performance Goals

    | (b) Calculated as net income, excluding excess tax benefit from share-based compensation payments, plus interest expense, divided by the sum of average debt, and average equity, less average cash. |

  78. Performance Goals

    | (c) Calculated as net cash provided by operating activities, less capital expenditures, excess tax benefit from share-based compensation payments, and investment in tax credit equity investments. |

  79. Actual Payouts

    Actual Payouts The following table summarizes the 2023 performance incentive compensation plan salary targets and the resulting payouts, based on the Company’s actual financial performance against the pre-established financial metrics identified in the above table, for each of the Company’s NEOs who participated in the plan:

  80. Actual Payouts

    | | | | | | Incentive | | | Base Salary | Target | Target | Achievement (a) | Achieved (b) | | Executive | ($) | (%) | ($) | (%) | ($) | | Gregory D. Johnson | | | | | | | Chief Executive Officer | 1,475,000 | 100 | 1,475,000 | 177.2 | 2,614,233 | | Brad Beckham | | | | | | | Co-President | 750,000 | 100 | 750,000 | 177.2 | 1,329,271 | | Brent Kirby | | | | | | | Co-President | 750,000 | 100 | 750,000 | 177.2 | 1,329,271 | | Jeremy Fletcher | | | | | | | Executive Vice President and Chief Financial Officer | 600,000 | 80 | 480,000 | 177.2 | 850,734 | | Scott R. Ross (c) | | | | | | | Executive Vice President and Chief Information Officer | 560,000 | 80 | 448,000 | 100.0 | 448,000 |

  81. Actual Payouts

    | (a) Performance incentive compensation plan has a maximum achievement of five-times annual base salary per participant. |

  82. Actual Payouts

    | (b) Performance incentive compensation plan has a maximum payout of $10,000,000 per participant. |

  83. Actual Payouts

    | (c) Mr. Ross joined the Company in October of 2023, and his achievement percentage is reflective of his service period for 2023. |

  84. Long-Term, Stock-Based Incentives

    Long-Term, Stock-Based Incentives The Company offers long-term incentives for executive officers and management in the form of stock option and restricted stock awards. Stock options and restricted stock may be awarded to the Company’s NEOs, upper- and middle-managers and other key personnel. The Company believes that its stock-based incentive programs are an important component of compensation to drive long-term corporate performance. The Human Capital and Compensation Committee has determined that the annual award of restricted stock or grant of stock options to the Company’s executive officers is a key component of each executive officer’s total compensation

  85. Long-Term, Stock-Based Incentives

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 49 |

  86. Long-Term, Stock-Based Incentives

    package based on their duties. The amounts of such restricted stock awards and/or stock option grants are determined by the Human Capital and Compensation Committee annually in conjunction with performance reviews and salary adjustments during the February Human Capital and Compensation Committee meeting. In determining how many restricted stock awards and/or stock options should be granted, the Human Capital and Compensation Committee considers the responsibilities and level of each of the executive officers, as well as the Company’s financial performance and other factors as it deems appropriate, consistent with its compensation philosophy and policies. The restricted stock awards and stock options awarded by the Human Capital and Compensation Committee in 2023, as reflected in the “Grants of Plan Based Awards” table, include an annual award of restricted stock or grant of stock options, as the case may be, determined by the Human Capital and Compensation Committee in consideration of the factors described above. In the past, the Human Capital and Compensation Committee has reviewed and considered using other equity-based incentives for the long-term compensation component. After a thorough analysis, including an analysis of the equity grant practices of our peer group companies, stock options and restricted stock awards were determined to be the most effective methods of aligning management interests with those of the Company’s shareholders. Stock options are more prevalently awarded to Team Members for the following reasons:

  87. Long-Term, Stock-Based Incentives

    | ● | Stock options directly align management’s interest with the long-term interests of shareholders by awarding value upon stock price appreciation and long-term value creation. |

  88. Long-Term, Stock-Based Incentives

    | ● | The 10-year term of stock options keep management focused on a 7- to 10-year performance period, the typical outstanding life of options awarded to executives. |

  89. Long-Term, Stock-Based Incentives

    The Human Capital and Compensation Committee has also established specific stock option awards to be granted upon the achievement of certain defined advancements in position. These position grants occur on the date of promotion or appointment to such positions with an option price equal to the closing market value of the common stock underlying the option on such date. It is the Company’s belief that these position-related grants significantly increase the retention, motivation, and overall performance of its executives, management, and other Team Members. In furtherance of this belief, the Company also has a Team Member stock purchase plan that enables Team Members to purchase O’Reilly common stock at a discount through payroll deductions, and Team Members are also able to invest in the Company’s common stock through its 401(k) plan.

  90. Retirement Plans

    Retirement Plans The Company sponsors a 401(k) Profit Sharing and Savings Plan (the “401(k) Plan”) that allows Team Members to make plan contributions on a pre-tax basis. The Company matches 100% of the first 2% of the Team Member’s compensation and 25% of the next 4% of the Team Member’s compensation. Although executives are eligible to participate in the 401(k) Plan, the application of the annual limitations on contributions under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) prevents highly compensated employees, as defined by the Code, from participating at the same levels as non-highly compensated employees. The Company has established the O’Reilly Automotive Deferred Compensation Plan (the “Deferred Compensation Plan”), which is intended to restore contributions lost because of the application of the annual limitations under the Code that are applicable to the 401(k) Plan. The Deferred Compensation Plan provides executives whose participation in the 401(k) Plan is limited with the opportunity to defer the full 6% of covered compensation, including base salary, incentive-based compensation, and bonuses, by making contributions to the Deferred Compensation Plan. The Company may make discretionary contributions to the Deferred Compensation Plan on an annual basis as determined by the Board of Directors. Under the Deferred Compensation Plan, executive officers can elect to allocate their contributions to various equity, bond, or fixed income funds that mirror the 401(k) Plan, or a combination thereof, and all interest and/or earnings, which may be credited to the executive officer’s account, are based on the applicable fund’s market performance. Executive officers may elect to receive distributions at retirement or starting in a specific future year before or after anticipated retirement and may elect to receive the distribution in a lump sum or in periodic payments. The benefit of a Deferred Compensation Plan, which assists executives in accumulating funds for retirement, is consistent with observed competitive practices of similarly situated companies. Section 162(m) (“Section 162(m)”) of the Code generally disallows a tax deduction to publicly held companies for compensation paid to certain executive officers, to the extent that compensation exceeds $1 million per officer in any year. The Human Capital and Compensation Committee believes that in establishing the cash and equity incentive compensation programs for the Company’s executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. Accordingly, the Human Capital and Compensation Committee may provide one or more executive officers with the opportunity to earn compensation, whether through base salary, cash incentive-based compensation programs tied to the Company’s financial performance, or share-based awards in the form of restricted stock or stock options, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code. The Company believes it is important to maintain incentive compensation at the requisite level to attract and retain the executive officers essential to the Company’s financial success, even if a portion of that compensation may not be tax deductible by reason of the Section 162(m) limitation.

  91. Compensation Mix

    Compensation Mix The following table summarizes the Company’s actual compensation mix that resulted in 2023 from the compensation programs and practices described above, which includes base salary, restricted stock awards or stock options, non-equity incentive compensation and/or other benefits, for each of its NEOs:

  92. Compensation Mix

    | (a) In November of 2023, in connection with Mr. Johnson’s planned retirement in January of 2024, his stock option award granted in February of 2023 was cancelled and substituted with a cash-based award with an equivalent grant-date fair value of the cancelled stock option award equal to $1,475,000, which is included in the “Bonus” column of the “Summary Compensation Table” for the year ended December 31, 2023. Such cash-based award was earned by and paid to Mr. Johnson in early 2024, following his retirement, and such cancellation and substitution was recommended by the Human Capital and Compensation Committee and approved by the Board. Therefore, for purposes of the table above, Mr. Johnson is shown as having no equity-based compensation for 2023. |

  93. Compensation Mix

    | (b) Mr. Ross joined the Company in October of 2023 and, at that time, received a one-time stock option award aligned with his position. |

  94. Compensation Mix

    | III. | Mr. Ross’s 2023 compensation is more heavily weighted for equity, as he received a one-time stock option award that aligned with his position when he joined the Company in October of 2023. |

  95. EXECUTIVE COMPENSATION TABLES

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary(a) | Bonus | Awards(b) | Awards(c) | Compensation(d) | Compensation(e) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Greg Henslee (f) | 2023 | 804,885 | — | 404,441 | — | — | 60,373 | 1,269,699 | | Executive Chairman | 2022 | 779,615 | — | 392,325 | — | — | 60,413 | 1,232,353 | | of the Board | 2021 | 711,538 | — | 324,873 | — | — | 50,408 | 1,086,819 | | David O’Reilly (f) | 2023 | 697,346 | — | 350,462 | — | — | 38,958 | 1,086,766 | | Executive Vice | 2022 | 675,385 | — | 340,147 | — | — | 38,590 | 1,054,122 | | Chairman of the Board | 2021 | 682,692 | — | 367,346 | — | — | 38,409 | 1,088,447 | | Greg D. Johnson (g) | 2023 | 1,467,308 | 1,475,000 | — | — | 2,614,233 | 46,811 | 5,603,352 | | Chief Executive Officer | 2022 | 1,413,462 | — | — | 1,425,055 | 2,550,499 | 88,335 | 5,477,351 | | | 2021 | 1,334,615 | — | — | 1,349,999 | 10,000,000 | 79,656 | 12,764,271 | | Brad Beckham | 2023 | 744,231 | — | — | 750,154 | 1,329,271 | 34,822 | 2,858,478 | | Co-President | 2022 | 600,000 | — | — | 1,599,991 | 859,116 | 49,303 | 3,108,410 | | | 2021 | 484,615 | — | — | 249,939 | 3,061,124 | 32,256 | 3,827,934 | | Brent Kirby | 2023 | 744,231 | — | — | 750,154 | 1,329,271 | 53,488 | 2,877,144 | | Co-President | 2022 | 600,000 | — | — | 1,599,991 | 859,116 | 49,292 | 3,108,399 | | | 2021 | 500,000 | — | — | 249,939 | 3,061,124 | 40,875 | 3,851,938 | | Jeremy Fletcher (h) | 2023 | 592,308 | — | — | 300,062 | 850,734 | 47,890 | 1,790,994 | | Executive Vice President and | 2022 | 468,462 | — | — | 1,105,037 | 787,523 | 30,722 | 2,391,744 | | Chief Financial Officer | | | | | | | | | | Scott R. Ross (i) | 2023 | 75,385 | — | — | 1,000,068 | 448,000 | 17,088 | 1,540,541 | | Executive Vice President and | | | | | | | | | | Chief Information Officer | | | | | | | | |

  96. EXECUTIVE COMPENSATION TABLES

    | GRANTS OF PLAN BASED AWARDS | | | | | | | | | | | | | | | All Other | All Other | | | | | | | | | Stock | Option | | Grant | | | | | | | Awards: | Awards: | Exercise | Date Fair | | | | Estimated Future Payouts | | | Number | Number of | or Base | Value of | | | | Under Non-Equity Incentive | | | of Shares | Securities | Price of | Stock and | | | | Plan Awards (a) | | | of Stock | Underlying | Option | Option | | | Grant | Threshold | Target | Max (b) | or Units (c) | Options (d) | Awards | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | ($/Sh) | ($) | | Greg Henslee | 2/2/2023 | — | — | — | 502 | — | — | 404,441 | | David O’Reilly | 2/2/2023 | — | — | — | 435 | — | — | 350,462 | | Gregory D. Johnson (e) | 2/2/2023 | — | 1,475,000 | — | — | — | — | — | | | 2/2/2023 | — | — | — | — | — | — | — | | Brad Beckham | 2/2/2023 | — | 750,000 | — | — | — | — | — | | | 2/2/2023 | — | — | — | — | 2,375 | 805.66 | 750,154 | | Brent Kirby | 2/2/2023 | — | 750,000 | — | — | — | — | — | | | 2/2/2023 | — | — | — | — | 2,375 | 805.66 | 750,154 | | Jeremy Fletcher | 2/2/2023 | — | 480,000 | — | — | — | — | — | | | 2/2/2023 | — | — | — | — | 950 | 805.66 | 300,062 | | Scott R. Ross (f) | 10/30/2023 | — | 448,000 | — | — | — | — | — | | | 10/30/2023 | — | — | — | — | 2,501 | 930.14 | 1,000,068 |

  97. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | | | | | | | | | Option Awards | | | | Stock Awards | | | | | | | | Number | Market Value | | | | | | | of Shares | of Shares | | | | | | | or Units | or Units | | | Number of Securities | | Option | | of Stock | of Stock | | | Underlying Unexercised | | Exercise | Option | That Have | That Have | | | Options (#) | | Price | Expiration | Not Vested | Not Vested | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($) | | Greg Henslee | 18,264 | — | 256.34 | 1/28/2026 | — | — | | | 18,247 | — | 256.69 | 2/2/2027 | — | — | | | — | — | — | — | 1,137(a) | 1,080,241(a) | | David O’Reilly | — | — | — | — | 1,049(b) | 996,634(b) | | Gregory D. Johnson | 10,227 | — | 262.38 | 2/1/2028 | — | — | | | 22,064 | — | 262.38 | 2/1/2028 | — | — | | | 8,885 | — | 344.66 | 1/31/2029 | — | — | | | 7,355 | 2,452(c) | 419.88 | 1/30/2030 | — | — | | | 4,516 | 4,515(d) | 451.84 | 2/4/2031 | — | — | | | 1,584 | 4,749(e) | 660.48 | 2/3/2032 | — | — | | Brad Beckham | 1,032 | — | 192.65 | 1/29/2025 | — | — | | | 5,000 | — | 210.23 | 3/13/2025 | — | — | | | 833 | — | 256.34 | 1/28/2026 | — | — | | | 909 | — | 256.69 | 2/2/2027 | — | — | | | 1,564 | — | 262.38 | 2/1/2028 | — | — | | | 1,377 | — | 344.66 | 1/31/2029 | — | — | | | 1,177 | 392(c) | 419.88 | 1/30/2030 | — | — | | | 836 | 836(d) | 451.84 | 2/4/2031 | — | — | | | 1,077 | 3,230(f) | 695.94 | 1/3/2032 | — | — | | | 667 | 1,999(e) | 660.48 | 2/3/2032 | — | — | | | — | 2,375(g) | 805.66 | 2/2/2033 | — | — | | Brent Kirby | 10,725 | — | 290.51 | 7/18/2028 | — | — | | | 1,106 | — | 344.66 | 1/31/2029 | — | — | | | 777 | 259(c) | 419.88 | 1/30/2030 | — | — | | | 836 | 836(d) | 451.84 | 2/4/2031 | — | — | | | 1,077 | 3,230(f) | 695.94 | 1/3/2032 | — | — | | | 667 | 1,999(e) | 660.48 | 2/3/2032 | — | — | | | — | 2,375(g) | 805.66 | 2/2/2033 | — | — | | Jeremy Fletcher | 5,000 | — | 210.23 | 3/13/2025 | — | — | | | 253 | — | 272.21 | 3/11/2026 | — | — | | | 826 | — | 256.69 | 2/2/2027 | — | — | | | 812 | — | 262.38 | 2/1/2028 | — | — | | | 666 | — | 344.66 | 1/31/2029 | — | — | | | 494 | 165(c) | 419.88 | 1/30/2030 | — | — | | | 322 | 320(d) | 451.84 | 2/4/2031 | — | — | | | 117 | 350(e) | 660.48 | 2/3/2032 | — | — | | | 1,085 | 3,255(h) | 610.07 | 5/9/2032 | — | — | | | — | 950(g) | 805.66 | 2/2/2033 | — | — | | Scott R. Ross | — | 2,501(i) | 930.14 | 10/30/2033 | — | — |

  98. EXECUTIVE COMPENSATION TABLES

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | Options Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized on | | | Acquired on Exercise | Exercise | Acquired on Vesting (a) | Vesting | | Name | (#) | ($) | (#) | ($) | | Greg Henslee | 23,088 | 17,187,214 | 696 | 551,864 | | David O’Reilly | — | — | 734 | 581,896 | | Gregory D. Johnson | 13,314 | 8,854,979 | — | — | | Brad Beckham | — | — | — | — | | Brent Kirby | — | — | — | — | | Jeremy Fletcher | — | — | — | — | | Scott R. Ross | — | — | — | — |

  99. EXECUTIVE COMPENSATION TABLES

    | NONQUALIFIED DEFERRED COMPENSATION | | | | | | | | Executive | Registrant | Aggregate | Withdrawals / | Aggregate | | | Contributions in | Contributions in | Earnings in Last | Distributions in | Balance at Last | | | Last Fiscal Year (a) | Last Fiscal Year (b) | Fiscal Year (c) | Last Fiscal Year | Fiscal Year End | | Name | ($) | ($) | ($) | ($) | ($) | | Greg Henslee | 80,489 | 23,388 | 893,942 | — | 6,921,199 | | David O’Reilly | 20,920 | 20,262 | 418,529 | — | 2,766,605 | | Gregory D. Johnson | 1,297,913 | 42,404 | 888,819 | — | 5,503,271 | | Brad Beckham | 395,093 | 18,000 | 296,069 | — | 1,951,544 | | Brent Kirby | 80,167 | 18,000 | 72,354 | — | 593,876 | | Jeremy Fletcher | 148,077 | 14,054 | 407,923 | — | 2,388,940 | | Scott R. Ross | — | — | — | — | — |

  100. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act (the “Rule”), presented below is the ratio of annual total compensation of the Company’s Chief Executive Officer, Gregory D. Johnson, to the annual total compensation of the Company’s median employee (excluding the Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). To determine the median employee in 2021, the Company calculated the annual total cash compensation of each employee for the year ended December 31, 2021, which was also the measurement date. Total cash compensation for this purpose included base salary, bonus, and commissions compiled from the Company’s payroll data. For employees who were hired during the year, but did not work the full year, their compensation was annualized, but no cost-of-living adjustments were made. Independent contractors or leased workers were not included in the employee population. For 2023, the Company used the same median employee for purposes of the ratio calculation, as it did for the years ended December 31, 2021 and 2022, and the Company used the same measurement date of December 31. The Company determined that there had been no material changes to its 2021 median employee’s position, job functions or employment status, and there had been no change to the Company’s overall employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. No cost-of-living adjustments were applied as part of the calculation. Employees outside of the U.S. and Puerto Rico were excluded from the total employee population under the Rule’s allowed de minimis exemption, as these 2,830 employees employed in Mexico and Canada accounted for less than 5% of the Company’s total employee population of 90,188 as of December 31, 2023. For 2023, the employee population for the ratio calculation consisted of 87,358 full-time, part-time, and seasonal workers who were employed in the United States as of December 31, 2023.

  101. CEO Pay Ratio

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 59 |

  102. CEO Pay Ratio

    | | For the Year Ended | | | December 31, 2023 | | Annual total compensation, as determined under the Rule, for the Company’s Chief Executive Officer | $5,603,352 | | Annual total compensation, as determined under the Rule, for the Company’s median employee | $35,086 | | CEO-to-median employee pay ratio | 160 to 1 |

  103. CEO Pay Ratio

    See the “Summary Compensation Table” for further details concerning the Company’s Chief Executive Offer’s compensation.

  104. Pay versus Performance

    Pay versus Performance Pursuant to Item 402(v) of Regulation S-K and Section 953(a) of the Dodd-Frank Act, presented below is information that shows the compensation paid to Company NEOs and financial performance of the Company. The Company did not materially modify or reprice any outstanding equity awards in fiscal 2023.

  105. Pay versus Performance

    | | | | Average | | Value of Initial Fixed $100 | | | | | | | | Summary | Average | Investment Based On: | | | | | | Summary | | Compensation | Compensation | | Peer Group | | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | | | | | Table Total | Actually Paid | for Non-PEO | to Non-PEO | Shareholder | Shareholder | | Operating | | | for PEO | to PEO(e)(f)(g) | NEOs | NEOs(h)(i) | Return | Return(j) | Net Income | Income(k) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 (a) | 5,603,352 | 6,204,611 | 1,903,937 | 2,266,462 | 217 | 159 | 2,346,581,000 | 3,186,376,000 | | 2022 (b) | 5,477,351 | 8,519,969 | 2,201,556 | 3,340,752 | 193 | 112 | 2,172,650,000 | 2,954,491,000 | | 2021 (c) | 12,764,271 | 19,042,393 | 4,150,852 | 5,926,087 | 161 | 173 | 2,164,685,000 | 2,917,168,000 | | 2020 (d) | 8,990,958 | 9,135,920 | 3,266,357 | 3,273,105 | 103 | 145 | 1,752,302,000 | 2,419,336,000 |

  106. Pay versus Performance

    | (a) For 2023, Gregory D. Johnson was the PEO and the non-PEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent Kirby, Jeremy Fletcher, and Scott R. Ross. |

  107. Pay versus Performance

    | (b) For 2022, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Jeremy Fletcher, Brent Kirby, and Tom McFall. |

  108. Pay versus Performance

    | (c) For 2021, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent Kirby, Tom McFall, and Jeff M. Shaw. |

  109. Pay versus Performance

    | (d) For 2020, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Tom McFall, and Jeff M. Shaw. |

  110. Pay versus Performance

    | (e) In November of 2023, in connection with Mr. Johnson’s planned retirement in January of 2024, his stock option award granted in February of 2023 was cancelled and substituted with a cash-based award with an equivalent grant-date fair value of the cancelled stock option award equal to $1,475,000, which is included in the “Bonus” column of the “Summary Compensation Table” for the year ended December 31, 2023. Such cash-based award was earned by and paid to Mr. Johnson in early 2024, following his retirement, and such cancellation and substitution was recommended by the Human Capital and Compensation Committee and approved by the Board. Therefore, Mr. Johnson is shown as having no equity-based compensation awarded in 2023. |

  111. Pay versus Performance

    | (f) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “Summary Compensation Table,” for the PEO for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Compensation Actually Paid to PEO” column of the “Pay Versus Performance” table. There was no change in pension values for the years ended December 31, 2023, 2022, 2021, and 2020, as the Company did not offer a pension plan. |

  112. Pay versus Performance

    | | Grant Date | Year-End | Change in Fair Value | Change in Fair Value | Total | | | Fair Value of | Value of | as of Year-End | as of the Vesting Date | Equity Value | | | Equity Awards | Equity Awards | of Any Prior Year | of Any Prior Year | Reflected in | | | Granted During | Granted During | Awards that Remain | Awards that Vested | Compensation | | | Applicable Year(e) | Applicable Year(e) | Unvested as of Year-End | During Applicable Year | Actually Paid | | Year | ($) | ($) | ($) | ($) | ($) | | 2023 | — | — | 1,054,053 | (452,794) | 601,259 | | 2022 | (1,425,055) | 2,669,294 | 2,461,678 | (663,299) | 3,042,618 | | 2021 | (1,349,999) | 3,186,484 | 4,659,462 | (217,825) | 6,278,122 | | 2020 | (1,249,949) | 1,514,108 | 301,086 | (420,283) | 144,962 |

  113. Pay versus Performance

    | 60 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  114. Pay versus Performance

    | (g) The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in compensation actually paid to PEO: |

  115. Pay versus Performance

    | | December 31, | | | | | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | | Risk free interest rate | 3.82 | | 3.09 | | 1.02 | | 0.65 | | | Expected life | 7.2 | Years | 7.1 | Years | 7.0 | Years | 7.0 | Years | | Expected volatility | 28.3 | | 29.6 | | 29.7 | | 29.3 | | | Expected dividend yield | — | | — | | — | | — | |

  116. Pay versus Performance

    | (h) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “Summary Compensation Table,” for the non-PEO NEOs for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Average Compensation Actually Paid to non-PEO NEOs” column of the “Pay Versus Performance” table. There was no change in pension values for the years ended December 31, 2023, 2022, 2021, and 2020, as the Company did not offer a pension plan. |

  117. Pay versus Performance

    | | Grant Date | Year-End | Change in Fair Value | Change in Fair Value | Total | | | Fair Value of | Value of | as of Year-End | as of the Vesting Date | Equity Value | | | Equity Awards | Equity Awards | of Any Prior Year | of Any Prior Year | Reflected in | | | Granted During | Granted During | Awards that Remain | Awards that Vested | Compensation | | | Applicable Year | Applicable Year | Unvested as of Year-End | During Applicable Year | Actually Paid | | Year | ($) | ($) | ($) | ($) | ($) | | 2023 | (592,557) | 727,429 | 259,860 | (32,207) | 362,525 | | 2022 | (989,596) | 1,747,461 | 471,834 | (90,504) | 1,139,196 | | 2021 | (479,515) | 1,039,838 | 1,217,694 | (2,782) | 1,775,235 | | 2020 | (578,083) | 677,148 | 105,700 | (198,017) | 6,748 |

  118. Pay versus Performance

    | (i) The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in average compensation actually paid to non-PEO NEOs: |

  119. Pay versus Performance

    | | December 31, | | | | | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | | Risk free interest rate | 3.83 | | 3.12 | | 1.00 | | 0.69 | | | Expected life | 7.3 | Years | 7.2 | Years | 7.0 | Years | 6.9 | Years | | Expected volatility | 28.2 | | 29.5 | | 29.6 | | 29.2 | | | Expected dividend yield | — | | — | | — | | — | |

  120. Pay versus Performance

    | (j) Peer Group is the Standard and Poor’s S&P 500 Retail Index used for purposes of Item 201(e) of Regulation S-K. Please see Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” included on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for further discussion of its peer group. |

  121. Pay versus Performance

    | (k) We determined Operating Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal 2023. |

  122. Pay versus Performance

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 61 |

  123. Pay versus Performance

    Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the non-PEO NEOs to the Company’s financial performance measures, Net Income, and Operating Income, for the four most recently completed fiscal years:

  124. Pay versus Performance

    | COMPENSATION ACTUALLY PAID VERSUS FINANCIAL PERFORMANCE MEASURES | | |

  125. Pay versus Performance

    | 62 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  126. Pay versus Performance

    Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the non-PEO NEOs to the Company’s total shareholder return, value of initial fixed $100 investment, for the four most recently completed fiscal years:

  127. Pay versus Performance

    | COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN | | |

  128. Pay versus Performance

    | 2024 PROXY STATEMENT | O’REILLY AUTOMOTIVE, INC. | 63 |

  129. Pay versus Performance

    Below shows the graphical description of the relationship between the Company’s total shareholder return and its peer group total shareholder return, value of initial fixed $100 investment, for the four most recently completed fiscal years:

  130. Pay versus Performance

    | TOTAL SHAREHOLDER RETURN | | |

  131. Pay versus Performance

    Below, in an unranked order, are the most important financial performance measures used to link executive compensation actually paid to the Company’s NEOs, except Greg Henslee and David O’Reilly, to the Company’s performance for the year ended December 31, 2023, as further described in the “Compensation Discussion and Analysis” portion of this proxy statement. Greg Henslee and David O’Reilly, in consultation with the Human Capital and Compensation Committee, are excluded from participation in the annual cash incentive compensation plan pursuant to their responsibilities of providing strategic direction and guidance to the Company and their limited role in the Company’s day-to-day operational activities and, therefore, excluded from these financial performance measures.

  132. Pay versus Performance

    | MOST IMPORTANT PERFORMANCE MEASURES | | Comparable Store Sales | | Operating Income | | Return on Invested Capital | | Free Cash Flow |

  133. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control The Company has entered into change in control severance agreements (“the CIC Agreements”) with its NEOs, which become effective only upon a Change in Control (as defined in the CIC Agreements). In addition, under the Company’s incentive plans there is acceleration of vesting with respect to stock options and restricted stock awards upon a Change in Control (as defined in the applicable incentive plan).

  134. Potential Payments on Termination or Change in Control

    | 64 | O’REILLY AUTOMOTIVE, INC. | 2024 PROXY STATEMENT |

  135. Potential Payments on Termination or Change in Control

    Pursuant to the terms of the CIC Agreements, if, within six months prior to or two years following a Change in Control, any of the NEOs’ employment is terminated by the Company without “Cause,” by reason of death or “Disability,” or by the NEO for “Good Reason” (each, as defined in the CIC Agreements), then, subject to the NEO’s execution of a release of claims and compliance with their CIC Agreement the NEO will be entitled to:

  136. Potential Payments on Termination or Change in Control

    | ● | Continuation of salary for two years and a payment equal to two times the NEO’s target bonus. |

  137. Potential Payments on Termination or Change in Control

    | ● | Continuation of insurance coverage for two years. |

  138. Potential Payments on Termination or Change in Control

    | ● | Any unpaid bonus for the immediately preceding year and a pro rata target bonus for the year of termination. |

  139. Potential Payments on Termination or Change in Control

    | ● | An amount equal to all earned but unused paid time off. |

  140. Potential Payments on Termination or Change in Control

    | ● | Payment for outplacement services, up to $30,000 and not to exceed 24 months. |

  141. Potential Payments on Termination or Change in Control

    | ● | Immediate vesting for all equity-based awards and immediate exercisability for 12 months for all outstanding stock options. |

  142. Potential Payments on Termination or Change in Control

    | ● | All reasonable legal fees and expenses incurred in disputing the termination of the executive’s employment. |

  143. Potential Payments on Termination or Change in Control

    The following table shows the amounts that NEOs who have entered into CIC Agreements would have received if their employment had been terminated by the Company without Cause, by reason of death or Disability, or by the NEO for Good Reason immediately following a Change in Control on December 31, 2023. The unvested stock option grants and unvested restricted share awards vest pursuant to the terms of the incentive plans upon a Change in Control irrespective of a termination of employment. The below table does not include amounts related to the NEOs’ vested benefits under the Deferred Compensation Plan, pursuant to vested stock option grants or vested restricted share awards or other compensation, which are described in the tables above.

  144. Potential Payments on Termination or Change in Control

    | | Greg | David | Gregory D. | Brad | Brent | Jeremy | Scott R. | | | Henslee | O’Reilly | Johnson | Beckham | Kirby | Fletcher | Ross | | Annual salary for two years | $1,617,000 | $1,401,000 | $2,950,000 | $1,500,000 | $1,500,000 | $1,200,000 | $1,120,000 | | Incentive compensation | — | — | 2,950,000 | 1,500,000 | 1,500,000 | 960,000 | 896,000 | | Continuation of insurance coverage | 50,769 | 1,969 | 51,590 | 58,985 | 83,193 | 58,143 | 37,844 | | Earned but not used paid time off | 96,398 | 83,521 | 175,864 | 50,481 | 43,270 | 56,538 | — | | Unvested stock option grants | — | — | 4,924,914 | 2,367,147 | 2,296,631 | 1,592,211 | 49,870 | | Unvested restricted share awards | 1,080,241 | 996,634 | — | — | — | — | — | | Total (a) | $2,844,408 | $2,483,124 | $11,052,368 | $5,476,613 | $5,423,094 | $3,866,892 | $2,103,714 |

  145. Potential Payments on Termination or Change in Control

    | (a) Each NEO may also receive payment for outplacement service for up to $30,000. |

  146. Director Compensation

    Director Compensation Please see the “Compensation of Directors” section of this proxy statement for a discussion of the manner in which the Company’s directors are compensated.