DEF 14A of O Reilly Automotive Inc
Filed Mar 27, 2026 · FY20250000898173-26-000014
DIRECTOR NOMINEES
DIRECTOR NOMINEES
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 | 65 | 2017 | | | | | | DAVID O’REILLY Affiliated Director and Executive Vice Chairman of the Board | 76 | 1972 | | | | | | THOMAS T. HENDRICKSON Lead Independent Director Independent Director of the Board | 71 | 2010 | | C | | | | KIMBERLY A. DEBEERS Independent Director of the Board | 57 | 2025 | | | | | | GREGORY D. JOHNSON Affiliated Director of the Board | 60 | 2024 | | | | | | JOHN R. MURPHY Independent Director of the Board | 75 | 2003 | | | C | | | DANA M. PERLMAN Independent Director of the Board | 45 | 2017 | | | | C | | MARIA A. SASTRE Independent Director of the Board | 70 | 2020 | | | | | | FRED WHITFIELD Independent Director of the Board | 67 | 2021 | | | | |
DIRECTOR NOMINEES
Member C Chair
KNOWLEDGE & SKILLS
KNOWLEDGE & SKILLS
KNOWLEDGE & SKILLS
| LEADERSHIP | | | | | | | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | | Public Board Experience | | Leadership | | Strategic Planning | | OPERATIONAL | | | | | | | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | | Retail Industry | | Automotive Aftermarket Industry | | Financial Expert | | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | | Human Capital Management | | International | | Omnichannel | | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | | Technology | | Supply Chain | | Real Estate | | GOVERNANCE | | | | | | | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | ▐▐▐▐▐▐▐▐▐ | | | Risk Management | | Regulatory | | Business Ethics & Responsibility |
KNOWLEDGE & SKILLS
| O’REILLY AUTOMOTIVE, INC. | 4 | 2026 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ELECTED NOMINEES. |
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, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield as Directors for a one-year term expiring at the Company’s 2027 Annual Meeting of Shareholders. The following identifies
Information about the Director Nominees
| I. | His or her present positions and offices with the Company, if applicable. |
Information about the Director Nominees
| II. | His or her age. |
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). |
Information about the Director Nominees
| IV. | The business experience and principal occupation for at least the last five years of each of the nominees. |
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. |
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. |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 5 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 65 DIRECTOR SINCE: 2017 CURRENT TERM: Expires in 2026 COMMITTEES: None | GREG HENSLEE Affiliated Director and Executive Chairman of the Board | | | EXPERIENCE ● Chief Executive Officer of O’Reilly Automotive, Inc. from 2005 to 2018. ● President of O’Reilly Automotive, Inc. from 2012 to 2017. ● Co-President of O’Reilly Automotive, Inc. from 1999 to 2012. ● Senior Vice President of Information Systems, Inventory Control, Customer Service, Computer Operations, Pricing and Loss Prevention of O’Reilly Automotive, Inc. from 1998 to 1999. ● Vice President of Store Operations of O’Reilly Automotive, Inc. from 1995 to 1998. | | | REASON FOR NOMINATION Mr. Henslee is being nominated for re-election as a Director because, in addition to his overall professional background and prior service to the Board, he brings more than 40 years of leadership and operational experience in the automotive aftermarket industry. Mr. Henslee also has subject matter knowledge in a number of important areas, including over 40 years in all capacities of the Company’s operations, retail and e-commerce operations, human capital management, strategic business development, and risk assessment and management. Mr. Henslee also brings significant corporate governance experience. Notably, during Mr. Henslee’s tenure, he led the Company through the largest acquisition in its history, expanding the Company into the western U.S., which firmly established the Company as a nationwide business. Additionally, Mr. Henlsee has held leadership positions on various automotive aftermarket organizations and associations. Mr. Henslee’s extensive experience within, and breadth of knowledge of, the Company’s operations enables him to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding the automotive aftermarket industry and the Company’s business operations. |
Information about the Director Nominees
| SKILLS: | | | | | | Leadership | | Technology | | | Strategic Planning | | Supply Chain | | | Retail Industry | | Real Estate | | | Automotive Aftermarket Industry | | Risk Management | | | Human Capital Management | | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 6 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 76 DIRECTOR SINCE: 1972 CURRENT TERM: Expires in 2026 COMMITTEES: None | DAVID O’REILLY Affiliated Director and Executive Vice Chairman of the Board | | | EXPERIENCE ● Chief Executive Officer of O’Reilly Automotive, Inc. from 1993 to 2005. ● President of O’Reilly Automotive, Inc. from 1993 to 1999. ● Vice President of O’Reilly Automotive, Inc. from 1975 to 1993. | | | REASON FOR NOMINATION Mr. O’Reilly is being nominated for re-election as a Director because, in addition to his overall professional background and prior service to the Board, he brings more than 50 years of leadership and operational experience in the automotive aftermarket industry. Mr. O’Reilly also has subject matter knowledge in a number of important areas, including over 55 years in all capacities of the Company’s retail and professional customer operations, supply chain management, strategic business development, and risk assessment and management. Mr. O’Reilly also brings significant corporate governance experience. During Mr. O’Reilly’s tenure, he led the Company through its initial public offering, establishing the platform for the Company’s outstanding growth over the last 30 years. Additionally, Mr. O’Reilly has been a pioneer for the automotive industry, joining in the formation of and serving on numerous automotive aftermarket organizations, associations, and alliances. Mr. O’Reilly’s extensive experience within, and breadth of knowledge of, the Company’s operations enables him to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding the automotive aftermarket industry and the Company’s business operations. |
Information about the Director Nominees
| SKILLS: | | | | | | Leadership | | Risk Management | | | Strategic Planning | | Regulatory | | | Retail Industry | | Business Ethics & Responsibility | | | Automotive Aftermarket Industry | | | | | Supply Chain | | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 7 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 71 DIRECTOR SINCE: 2010 CURRENT TERM: Expires in 2026 INDEPENDENT LEAD DIRECTOR SINCE: 2024 COMMITTEES: ● Audit Committee (Chair) ● Corporate Governance/Nominating Committee | THOMAS T. HENDRICKSON Independent Director of the Board | | | EXPERIENCE ● Chief Administrative Officer, Chief Financial Officer and Treasurer of Sports Authority, Inc. (American sporting goods retailer) from 2003 until retirement in 2014. ● Executive Vice President, Chief Financial Officer, and Treasurer of Gart Sports Company (American sporting goods retailer) from 1998 to 2003. ● Senior Vice President and Chief Financial Officer of Sportmart, Inc. (American sporting goods retailer) from 1995 to 1997. ● Vice President of Finance and Chief Financial Officer of Sportmart, Inc. from 1993 to 1995. ● Divisional Vice President and Controller of Miller’s Outpost Stores (retailer specializing in apparel to young consumers) from 1987 to 1992. | | | REASON FOR NOMINATION Mr. Hendrickson is being nominated for re-election as a Director because, in addition to his overall professional background and prior service to the Board, he brings more than 30 years of leadership and operational experience from the retail industry. Mr. Hendrickson also has subject matter knowledge in a number of important areas, including accounting and finance, mergers and acquisitions, brand management and strategies, strategic business development, and risk assessment and management. Mr. Hendrickson also brings significant corporate governance and public company board experience. During his over 20 years as a chief financial officer, Mr. Hendrickson’s financial expertise and leadership were essential to navigate three separate mergers and acquisitions, which resulted in one of the largest full-line sporting goods retailers in the U.S. at that time. Additionally, as a certified public accountant with experience in a variety of financial and accounting positions, including decades of experience as a chief financial officer, Mr. Hendrickson has considerable financial expertise and is qualified as an audit committee financial expert. Mr. Hendrickson’s extensive experience and breadth of knowledge enables him to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding all key areas of a retail business, as well as financial expertise that is an asset to the Board. |
Information about the Director Nominees
| SKILLS: | | | | CURRENT PUBLIC DIRECTORSHIPS: ● Ollie’s Bargain Outlet Holdings, Inc. (OLLI), since 2015 PRIOR PUBLIC BOARD SERVICE: ● Snap One Holdings Corp. (SNPO), 2022 to 2024 | | | Public Board Experience | | Technology | | | | Leadership | | Supply Chain | | | | Strategic Planning | | Real Estate | | | | Retail Industry | | Risk Management | | | | Financial Expert | | Regulatory | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 8 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 57 DIRECTOR SINCE: 2025 CURRENT TERM: Expires in 2026 COMMITTEES: ● Human Capital and Compensation Committee ● Corporate Governance/Nominating Committee | KIMBERLY A. DEBEERS Independent Director Nominee | | | EXPERIENCE ● Partner at Skadden, Arps, Slate, Meagher & Flom LLP (multinational law firm) from 2004 until retirement in February of 2025. ● Associate at Skadden, Arps, Slate, Meagher & Flom LLP from 1998 to 2004. | | | REASON FOR NOMINATION Ms. deBeers is being nominated for re-election as a Director because, in addition to her overall professional background, she brings more than 20 years of leadership and operational experience in legal practice, advising clients on a broad range of strategic matters. Ms. deBeers also has subject matter knowledge in a number of important areas, including securities and general corporate matters, domestic and cross-border mergers and acquisitions, debt and capital markets, strategic business development, and risk assessment and management. Ms. deBeers also brings significant corporate governance experience. During her career, Ms. deBeers has advised public and private companies on a wide variety of significant business transactions and corporate governance matters. Additionally, Ms. deBeers served in various leadership positions at Skadden, including as head of the M&A/Corporate Group in Skadden’s Chicago office and as a member of Skadden’s Policy Committee, the firm’s highest global governing body. Ms. deBeers’ extensive experience and breadth of knowledge enables her to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding the regulatory responsibilities of our global business operations. |
Information about the Director Nominees
| SKILLS: | | | | CURRENT PUBLIC DIRECTORSHIPS: ● ACI Worldwide, Inc. (ACIW), since 2026 | | | Public Board Experience | | Real Estate | | | | Leadership | | Risk Management | | | | Strategic Planning | | Regulatory | | | | Human Capital Management | | Business Ethics & Responsibility | | | | International | | | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 9 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 60 DIRECTOR SINCE: 2024 CURRENT TERM: Expires in 2026 COMMITTEES: None | GREGORY D. JOHNSON Affiliated Director of the Board | | | EXPERIENCE ● Chief Executive Officer of O’Reilly Automotive, Inc. from 2018 to 2024. ● President of O’Reilly Automotive, Inc. from 2022 to 2023. ● Co-President of O’Reilly Automotive, Inc. from 2017 to 2022. ● Executive Vice President of Supply Chain of O’Reilly Automotive, Inc. from 2014 to 2017. ● Senior Vice President of Distribution Operations of O’Reilly Automotive, Inc. from 2007 to 2014. ● Vice President of Distribution of O’Reilly Automotive, Inc. from 2005 to 2007. | | | REASON FOR NOMINATION Mr. Johnson is being nominated for re-election as a Director because, in addition to his overall professional background and prior service to the Board, he brings more than 40 years of leadership and operational experience in the automotive aftermarket industry. Mr. Johnson also has subject matter knowledge in a number of important areas, including over 20 years in the Company’s operations, all capacities of supply chain operations and management, global retail and e-commerce operations, strategic business development, and risk assessment and management. Mr. Johnson also brings significant corporate governance experience. Notably, during Mr. Johnson’s tenure, he was pivotal in the expansion of the Company’s industry-leading competitive advantage in inventory availability and led the Company through its first international expansion, establishing the Company as a multinational operation. Additionally, Mr. Johnson has held leadership positions on various automotive aftermarket organizations and associations. Mr. Johnson’s extensive experience within, and breadth of knowledge of, the Company’s operations enables him to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding the automotive aftermarket industry and the Company’s business operations. |
Information about the Director Nominees
| SKILLS: | | | | | | Leadership | | Technology | | | Strategic Planning | | Supply Chain | | | Retail Industry | | Risk Management | | | Automotive Aftermarket Industry | | | | | Human Capital Management | | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 10 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 75 DIRECTOR SINCE: 2003 CURRENT TERM: Expires in 2026 COMMITTEES: ● Audit Committee ● Human Capital and Compensation Committee (Chair) | JOHN R. MURPHY Independent Director of the Board | | | EXPERIENCE ● Interim Chief Financial Officer of Summit Materials, Inc. (construction materials supplier) for 2013. ● Senior Vice President and Chief Financial Officer of Smurfit-Stone Container Corporation (global paperboard and paper-based packaging manufacturer) from 2009 to 2010. ● President and Chief Executive Officer of Accuride Corporation, Inc. (manufacturer and supplier of commercial vehicle components) from 2007 to 2008. ● President and Chief Operating Officer of Accuride Corporation, Inc. for 2007. ● President and Chief Financial Officer of Accuride Corporation, Inc. for 2006. ● Executive Vice President and Chief Financial Officer of Accuride Corporation, Inc. from 1998 to 2006. ● Executive Vice President, Administration/Chief Financial Officer / Corporate Secretary of North American Stainless, Inc. (stainless steel producer) from 1994 to 1997. | | | REASON FOR NOMINATION Mr. Murphy is being nominated for re-election as a Director because, in addition to his overall professional background and prior service to the Board, he brings more than 15 years of leadership and operational experience from the manufacturing, wholesale, and automotive aftermarket industries. Mr. Murphy also has subject matter knowledge in a number of important areas, including accounting and finance, human capital management, mergers and acquisitions, strategic business development, and risk assessment and management. Mr. Murphy also brings significant corporate governance and public company board experience. Throughout his career, Mr. Murphy was an instrumental leader, he has led teams through an initial public offering and spearheaded a successful financial and organizational restructuring. Additionally, as a certified public accountant with experience in a variety of financial and accounting positions, including a decade of experience as a chief financial officer, Mr. Murphy has considerable financial expertise and is qualified as an audit committee financial expert. Mr. Murphy’s extensive experience and breadth of knowledge enables him to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding talent management and development, as well as financial expertise that is an asset to the Board. |
Information about the Director Nominees
| SKILLS: | | | | 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 ● Graham Packaging Company Inc. (GRM), 2011 ● Accuride Corporation, Inc. (ACW), 2008 | | | Public Board Experience | | International | | | | Leadership | | Technology | | | | Strategic Planning | | Supply Chain | | | | Financial Expert | | Risk Management | | | | Human Capital Management | | Business Ethics & Responsibility | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 11 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 45 DIRECTOR SINCE: 2017 CURRENT TERM: Expires in 2026 COMMITTEES: ● Audit Committee ● Corporate Governance/Nominating Committee (Chair) | DANA M. PERLMAN Independent Director of the Board | | | EXPERIENCE ● Chief Growth and Operations Officer of G-III Apparel Group Ltd. (global apparel company) since 2024. ● Chief Strategy Officer and Treasurer of PVH Corp. (American clothing company) from 2021 to 2022. ● Senior Vice President, Treasurer, Business Development and Investor Relations of PVH Corp. from 2011 to 2020. ● Director of Investment Banking Retail Group of Barclays Investment Bank (global financial services firm) from 2008 to 2011. ● Vice President of Investment Banking Retail Group of Lehman Brothers (global financial services firm) from 2005 to 2008. | | | REASON FOR NOMINATION Ms. Perlman is being nominated for re-election as a Director because, in addition to her overall professional background and prior service to the Board, she brings more than 20 years of leadership and operational experience from the global retail industry. Ms. Perlman also has subject matter knowledge in a number of important areas, including finance, mergers and acquisition, global retail and e-commerce operations, brand management and strategies, supply chain and information technology operations, strategic business development, and risk assessment and management. Ms. Perlman also brings significant corporate governance and public company board experience. Throughout her career, Ms. Perlman has established herself as a leader and partner at the top levels of management. Ms. Perlman has extensive experience in senior financial leadership positions in publicly traded companies, and her considerable financial expertise qualifies her as an audit committee financial expert. Additionally, Ms. Perlman was recognized as one of the most influential corporate board directors by WomenInc. in 2018 and 2023. Ms. Perlman’s extensive experience and breadth of knowledge enables her to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding global, retail, and omnichannel operations, as well as financial expertise that is an asset to the Board. |
Information about the Director Nominees
| SKILLS: | | | | PRIOR PUBLIC BOARD SERVICE: ● Sigma Lithium Corporation (SGML), 2022 to 2023 | | | Public Board Experience | | International | | | | Leadership | | Omnichannel | | | | Strategic Planning | | Technology | | | | Retail Industry | | Supply Chain | | | | Financial Expert | | Risk Management | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 12 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 70 DIRECTOR SINCE: 2020 CURRENT TERM: Expires in 2026 COMMITTEES: ● Audit Committee ● Human Capital and Compensation Committee | MARIA A. SASTRE Independent Director of the Board | | | EXPERIENCE ● President and Chief Operating Officer of Signature Flight Support Corporation (fixed based operation and distribution network for private aviation services) from 2013 until retirement in 2018. ● Chief Operating Officer of Signature Flight Support Corporation from 2010 to 2012. ● President and Chief Executive Officer of Take Stock in Children, Inc. (non-profit organization) from 2009 to 2010. ● Vice President of Marketing and Sales for Latin America & Caribbean of Royal Caribbean Cruises LTD (global cruise line) from 2005 to 2008. ● Vice President of Hotel Operations of Royal Caribbean Cruises LTD from 2000 to 2004. ● Vice President of Worldwide Customer Satisfaction of United Airlines, Inc. (commercial air transportation) from 1999 to 2000. ● Vice President of Latin America, Caribbean & Miami International Operations of United Airlines, Inc. from 1995 to 1998. | | | REASON FOR NOMINATION Ms. Sastre is being nominated for re-election as a Director because, in addition to her overall professional background and prior service to the Board, she brings more than 25 years of leadership and operational experience from the global travel and tourism industry. Ms. Sastre also has subject matter knowledge in a number of important areas, including brand management and strategies, global retail and e-commerce operations, mergers and acquisitions, strategic business development, and risk assessment and management. Ms. Sastre also brings significant corporate governance and public company board experience. Through her career of senior executive leadership in consumer-facing businesses, Ms. Sastre has led teams in all aspects of operations, driven organizational change through mergers, acquisitions, transformations and integrations, and managed strategic growth across multiple emerging markets. Additionally, Ms. Sastre was named one of America’s top public company directors by the National Association of Corporate Directors in 2022. Ms. Sastre’s extensive experience and breadth of knowledge enables her to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding global, consumer-facing service operations and navigating regulatory business environments. |
Information about the Director Nominees
| SKILLS: | | | | CURRENT PUBLIC DIRECTORSHIPS: ● General Mills, Inc. (GIS), since 2018 PRIOR PUBLIC BOARD SERVICE: ● Kalera Public Limited Company (KAL), 2022 ● Darden Restaurants, Inc. (DRI), 1998 to 2014 ● Gaylord Entertainment Company (GET), 2008 ● Laidlaw International, Inc. (LI), 2003 to 2007 | | | Public Board Experience | | Technology | | | | Leadership | | Real Estate | | | | Strategic Planning | | Risk Management | | | | International | | Regulatory | | | | Omnichannel | | | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 13 | 2026 PROXY STATEMENT |
Information about the Director Nominees
| AGE: 67 DIRECTOR SINCE: 2021 CURRENT TERM: Expires in 2026 COMMITTEES: ● Human Capital and Compensation Committee ● Corporate Governance/Nominating Committee | FRED WHITFIELD Independent Director of the Board | | | EXPERIENCE ● President, Vice Chairman, Alternate Governor and Minority Owner of Hornets Sports & Entertainment (American entertainment and sports company) from 2018 until his retirement in 2023. ● President, Chief Operating Officer and Alternate Governor and Minority Owner of Hornets Sports & Entertainment from 2014 to 2018. ● President, Chief Operating Officer and Alternate Governor of Hornets Sports & Entertainment from 2006 to 2014. | | | REASON FOR NOMINATION Mr. Whitfield is being nominated for re-election as a Director because, in addition to his overall professional background and prior service to the Board, he brings more than 30 years of leadership and operational experience from the professional sports and entertainment industry. Mr. Whitfield also has subject matter knowledge in a number of important areas, including brand management and strategies, supply chain management, human capital management, strategic business development, and risk assessment and management. Mr. Whitfield also brings significant corporate governance experience. Mr. Whitfield is a highly experienced people leader that has led teams through business negotiations and rebranding and refinancing initiatives, been fundamental to the creation of safer and more inclusive work environments, and served as a business spokesperson. Additionally, Mr. Whitfield previously served as a member of the National Basketball Association’s Global Diversity and Inclusion Council. Mr. Whitfield’s extensive experience and breadth of knowledge enables him to provide the Board an informed and relevant perspective on a variety of matters pertinent to the Company’s business strategy, valuable viewpoints on assessing and managing the Company risk exposure, and unique insight regarding consumer-facing retail and service operations and talent management and development. |
Information about the Director Nominees
| SKILLS: | | | | | | Leadership | | Omnichannel | | | Strategic Planning | | Supply Chain | | | Retail Industry | | Risk Management | | | Human Capital Management | | Business Ethics & Responsibility | | | International | | |
Information about the Director Nominees
| O’REILLY AUTOMOTIVE, INC. | 14 | 2026 PROXY STATEMENT |
INFORMATION CONCERNING THE BOARD OF DIRECTORS
INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
Independent Directors
| INDEPENDENT DIRECTOR COMPENSATION | | | | Annual Retainer | $116,000 | | | Annual Independent Lead Director Fee | $41,500 | | | Committee Chair Fees | $31,000 | Audit Committee | | | $25,750 | Human Capital and Compensation Committee | | | $21,500 | Corporate Governance/Nominating Committee | | Restricted Stock | In May of 2025, each independent Director was awarded a number of restricted shares valued at approximately $180,000. These restricted shares vest in one installment after a one-year period. In May of 2025, each independent Director received 1,965 restricted shares awarded at a price of $92.11 per share. | | | Non-Qualified Stock Options | No stock option awards were granted during 2025. | |
Compensation Paid to Directors
| DIRECTOR COMPENSATION | | | | | | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards (a) | Compensation | Total | | Name | ($) | ($) | ($) | ($) | | Larry O’Reilly (b) | 121,158 | — | — | 121,158 | | Thomas T. Hendrickson | 187,375 | 180,997 | — | 368,372 | | Kimberly A. deBeers | 87,000 | 180,997 | — | 267,997 | | Gregory D. Johnson | 115,500 | 180,997 | — | 296,497 | | John R. Murphy | 141,063 | 180,997 | — | 322,060 | | Dana M. Perlman | 136,625 | 180,997 | — | 317,622 | | Maria A. Sastre | 115,500 | 180,997 | — | 296,497 | | Andrea M. Weiss (C) | 57,000 | — | — | 57,000 | | Fred Whitfield | 115,500 | 180,997 | — | 296,497 |
Compensation Philosophy
| II. | Aligning our compensation framework with our strategic goals to drive long-term value for our shareholders. |
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. |
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. |
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.
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 determined no changes to the peer group were necessary. The following table identifies the Company’s 2025 peer group members. Further below, the range, mean, and median revenue and market capitalization of the Company’s 2025 peer group, as well as those metrics for O’Reilly, for the twelve months ended December 31, 2025, or of the most recently completed period end, are identified.
Competitive Assessments
| PEER GROUP | | | | | | Peer Ticker | | Peer Ticker | | Peer Name | Symbol | Peer Name | Symbol | | Advance Auto Parts, Inc. | AAP | Genuine Parts Company | GPC | | AutoNation, Inc. | AN | LKQ Corporation | LKQ | | AutoZone, Inc. | AZO | Lowe’s Companies, Inc. | LOW | | BJ's Wholesale Club Holdings, Inc. | BJ | Ross Stores, Inc. | ROST | | CarMax, Inc. | KMX | The Sherwin-Williams Company | SHW | | Dick’s Sporting Goods, Inc. | DKS | Tractor Supply Company | TSCO | | Dollar General Corporation | DG | Ulta Beauty, Inc. | ULTA | | Dollar Tree, Inc. | DLTR | W.W. Grainger, Inc. | GWW | | Fastenal Company | FAST | | |
Competitive Assessments
| | | MARKET | | ($ in billions) | REVENUE | CAPITALIZATION | | Peer Group | | | | Range | $8.20 - $86.29 | $2.34 - $134.67 | | Mean | $23.62 | $34.94 | | Median | $19.29 | $26.24 | | O’Reilly Automotive, Inc. | $17.78 | $76.79 |
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, including any time-vesting equity 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.
Policies and Practices Related to the Timing of Equity Awards
Policies and Practices Related to the Timing of Equity Awards Pursuant to our compensation programs, we may grant equity awards, such as stock options or stock appreciation rights from time to time. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Human Capital and Compensation Committee generally approves equity award grants during its regularly scheduled meeting in the first quarter of each fiscal year, provided that grants may occur off-cycle, including, without limitation, for certain defined advances in positions. The Human Capital and Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. The Human Capital and Compensation Committee does not take material nonpublic information into account when determining the terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Policies and Practices Related to the Timing of Equity Awards
| O’REILLY AUTOMOTIVE, INC. | 45 | 2026 PROXY STATEMENT |
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 2025 that accompanies this proxy statement. The Human Capital and Compensation Committee increased base salary levels in 2025 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 2025.
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, 2025, are identified in the table below:
Performance Goals
| | Weight | | | | Achievement | | Performance Metric | (%) | Threshold | Target | Actual | (%) | | Comparable store sales (a) | 40 | 1.5% | 3.0% | 4.7% | 68.9 | | Operating income (in thousands) | 40 | $3,310,000 | $3,410,000 | $3,460,612 | 52.9 | | Return on invested capital (b) | 20 | 54.57% | 58.48% | 59.66% | 24.5 | | | 100 | | | | 146.3 |
Performance Goals
| (a) Calculated based on the change in sales for U.S. stores open at least one year and excludes sales of specialty machinery, sales to independent parts stores, and sales to Team Members, as well as sales from Leap Day for the year ended December 31, 2024. |
Performance Goals
| (b) Calculated as net income, excluding excess tax benefit from share-based compensation payments, plus interest expense, divided by the sum of average debt, and average equity, less average cash. |
Actual Payouts
Actual Payouts The following table summarizes the 2025 performance incentive compensation plan salary targets and the resulting payouts, based on the Company’s actual financial performance against the pre-established financial metrics identified in the above table, for each of the Company’s NEOs who participated in the Plan:
Actual Payouts
| | | | | | Incentive | | | Base Salary | Target | Target | Achievement (a) | Achieved (b) | | Executive | ($) | (%) | ($) | (%) | ($) | | Brad Beckham | | | | | | | Chief Executive Officer | 1,125,000 | 100 | 1,125,000 | 146.3 | 1,645,807 | | Brent G. Kirby | | | | | | | President | 950,000 | 100 | 950,000 | 146.3 | 1,389,793 | | Jeremy Fletcher | | | | | | | Executive Vice President and Chief Financial Officer | 700,000 | 85 | 595,000 | 146.3 | 870,449 | | Scott R. Ross | | | | | | | Executive Vice President and Chief Information Officer | 625,000 | 80 | 500,000 | 146.3 | 731,470 | | Jason Tarrant | | | | | | | Executive Vice President of Store Operations and Sales | 500,000 | 80 | 400,000 | 146.3 | 585,176 |
Actual Payouts
| (a) Performance incentive compensation plan has a maximum achievement of five-times annual base salary per participant. |
Actual Payouts
| (b) Performance incentive compensation plan has a maximum payout of $10,000,000 per participant. |
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 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.
Long-Term, Stock-Based Incentives
| O’REILLY AUTOMOTIVE, INC. | 48 | 2026 PROXY STATEMENT |
Long-Term, Stock-Based Incentives
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 2025, 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:
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. |
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. |
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.
Tax Considerations
Tax Considerations 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 $1 million per officer in any year. The Human Capital and Compensation Committee believes that in establishing the cash and equity incentive compensation programs for the Company’s executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. Accordingly, the Human Capital and Compensation Committee may provide one or more executive officers with the opportunity to earn compensation, whether through base salary, cash incentive-based compensation programs tied to the Company’s financial performance, or share-based awards in the form of restricted stock or stock options, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code. The Company believes it is important to maintain incentive compensation at the requisite level to attract and retain the executive officers essential to the Company’s financial success, even if a portion of that compensation may not be tax deductible by reason of the Section 162(m) limitation.
Compensation Mix
Compensation Mix The following table summarizes the Company’s actual compensation mix that resulted in 2025 from the compensation programs and practices described above, which includes base salary, restricted stock awards or stock options, non-equity incentive compensation and/or other benefits, for each of its NEOs:
EXECUTIVE COMPENSATION TABLES
| SUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary(a) | Awards(b) | Awards(c) | Compensation(d) | Compensation(e) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Greg Henslee | 2025 | 848,885 | 425,802 | — | — | 64,801 | 1,339,488 | | Executive Chairman | 2024 | 827,077 | 415,658 | — | — | 65,688 | 1,308,423 | | of the Board | 2023 | 804,885 | 404,441 | — | — | 60,373 | 1,269,699 | | David O’Reilly | 2025 | 734,635 | 369,465 | — | — | 38,948 | 1,143,048 | | Executive Vice | 2024 | 716,654 | 360,446 | — | — | 39,255 | 1,116,355 | | Chairman of the Board | 2023 | 697,346 | 350,462 | — | — | 38,958 | 1,086,766 | | Brad Beckham (f) | 2025 | 1,098,798 | — | 1,415,657 | 1,645,807 | 70,846 | 4,231,108 | | Chief Executive Officer | 2024 | 971,154 | — | 1,250,586 | 500,000 | 89,323 | 2,811,063 | | | 2023 | 744,231 | — | 750,154 | 1,329,271 | 34,822 | 2,858,478 | | Brent G. Kirby (g) | 2025 | 940,385 | — | 1,195,667 | 1,389,793 | 62,591 | 3,588,436 | | President | 2024 | 882,692 | — | 900,589 | 450,000 | 62,578 | 2,295,859 | | | 2023 | 744,231 | — | 750,154 | 1,329,271 | 53,488 | 2,877,144 | | Jeremy Fletcher | 2025 | 690,385 | — | 704,920 | 870,449 | 58,562 | 2,324,316 | | Executive Vice President and | 2024 | 640,385 | — | 650,472 | 260,000 | 59,220 | 1,610,077 | | Chief Financial Officer | 2023 | 592,308 | — | 300,062 | 850,734 | 47,890 | 1,790,994 | | Scott R. Ross (h) | 2025 | 615,385 | — | 314,649 | 731,470 | 49,599 | 1,711,103 | | Executive Vice President and | 2024 | 572,116 | — | 287,467 | 230,000 | 55,163 | 1,144,746 | | Chief Information Officer | 2023 | 75,385 | — | 1,000,068 | 448,000 | 17,088 | 1,540,541 | | Jason Tarrant | 2025 | 480,769 | — | 251,719 | 585,176 | 36,997 | 1,354,661 | | Executive Vice President of | | | | | | | | | Store Operations and Sales | | | | | | | |
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 | Maximum (b) | or Units (c) | Options (d) | Awards | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | ($/Sh) | ($) | | Greg Henslee | 1/30/2025 | — | — | — | 4,875 | — | — | 425,802 | | David O’Reilly | 1/30/2025 | — | — | — | 4,230 | — | — | 369,465 | | Brad Beckham | | — | 1,125,000 | — | — | — | — | — | | | 1/30/2025 | — | — | — | — | 40,155 | 87.35 | 1,415,657 | | Brent G. Kirby | | — | 950,000 | — | — | — | — | — | | | 1/30/2025 | — | — | — | — | 33,915 | 87.35 | 1,195,667 | | Jeremy Fletcher | | — | 595,000 | — | — | — | — | — | | | 1/30/2025 | — | — | — | — | 19,995 | 87.35 | 704,920 | | Scott R. Ross | | — | 500,000 | — | — | — | — | — | | | 1/30/2025 | — | — | — | — | 8,925 | 87.35 | 314,649 | | Jason Tarrant | | — | 400,000 | — | — | — | — | — | | | 1/30/2025 | — | — | — | — | 7,140 | 87.35 | 251,719 |
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 | 138,705 | — | 17.12 | 2/2/2027 | — | — | | | — | — | — | — | 4,875(a) | 444,649(a) | | David O’Reilly | — | — | — | — | 4,230(b) | 385,818(b) | | Brad Beckham | 13,635 | — | 17.12 | 2/2/2027 | — | — | | | 23,460 | — | 17.50 | 2/1/2028 | — | — | | | 20,655 | — | 22.98 | 1/31/2029 | — | — | | | 23,535 | — | 28.00 | 1/30/2030 | — | — | | | 25,080 | — | 30.13 | 2/4/2031 | — | — | | | 48,465 | 16,140(c) | 46.40 | 1/3/2032 | — | — | | | 30,000 | 9,990(d) | 44.04 | 2/3/2032 | — | — | | | 17,820 | 17,805(e) | 53.72 | 2/2/2033 | — | — | | | 11,175 | 33,525(f) | 69.45 | 2/1/2034 | — | — | | | — | 40,155(g) | 87.35 | 1/30/2035 | — | — | | Brent G. Kirby | 160,875 | — | 19.37 | 7/18/2028 | — | — | | | 16,590 | — | 22.98 | 1/31/2029 | — | — | | | 15,540 | — | 28.00 | 1/30/2030 | — | — | | | 25,080 | — | 30.13 | 2/4/2031 | — | — | | | 48,465 | 16,140(c) | 46.40 | 1/3/2032 | — | — | | | 30,000 | 9,990(d) | 44.04 | 2/3/2032 | — | — | | | 17,820 | 17,805(e) | 53.72 | 2/2/2033 | — | — | | | 8,040 | 24,150(f) | 69.45 | 2/1/2034 | — | — | | | — | 33,915(g) | 87.35 | 1/30/2035 | — | — | | Jeremy Fletcher | 12,390 | — | 17.12 | 2/2/2027 | — | — | | | 12,180 | — | 17.50 | 2/1/2028 | — | — | | | 9,990 | — | 22.98 | 1/31/2029 | — | — | | | 9,885 | — | 28.00 | 1/30/2030 | — | — | | | 9,630 | — | 30.13 | 2/4/2031 | — | — | | | 5,265 | 1,740(d) | 44.04 | 2/3/2032 | — | — | | | 48,825 | 16,275(h) | 40.68 | 5/9/2032 | — | — | | | 7,140 | 7,110(e) | 53.72 | 2/2/2033 | — | — | | | 5,805 | 17,445(f) | 69.45 | 2/1/2034 | — | — | | | — | 19,995(g) | 87.35 | 1/30/2035 | — | — | | Scott R. Ross | 18,765 | 18,750(i) | 62.01 | 10/30/2033 | — | — | | | 2,565 | 7,710(f) | 69.45 | 2/1/2034 | — | — | | | — | 8,925(g) | 87.35 | 1/30/2035 | — | — | | Jason Tarrant | 8,670 | — | 17.50 | 2/1/2028 | — | — | | | 26,175 | — | 16.71 | 3/9/2028 | — | — | | | 7,395 | — | 22.98 | 1/31/2029 | — | — | | | 26,175 | — | 24.28 | 3/8/2029 | — | — | | | 7,245 | — | 28.00 | 1/30/2030 | — | — | | | 26,175 | — | 24.54 | 3/6/2030 | — | — | | | 7,080 | — | 30.13 | 2/4/2031 | — | — | | | 4,140 | 1,365(d) | 44.04 | 2/3/2032 | — | — | | | 2,220 | 2,190(e) | 53.72 | 2/2/2033 | — | — | | | 1,785 | 5,370(f) | 69.45 | 2/1/2034 | — | — | | | — | 7,140(g) | 87.35 | 1/30/2035 | — | — |
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 | 135,000 | 9,569,369 | 8,955 | 777,053 | | David O’Reilly | — | — | 7,755 | 672,916 | | Brad Beckham | 12,495 | 869,369 | — | — | | Brent G. Kirby | — | — | — | — | | Jeremy Fletcher | 3,795 | 310,621 | — | — | | Scott R. Ross | — | — | — | — | | Jason Tarrant | 29,880 | 2,129,743 | — | — |
EXECUTIVE COMPENSATION TABLES
| NONQUALIFIED DEFERRED COMPENSATION | | | | | | | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions in | Contributions in | Earnings in Last | Withdrawals / | Balance at Last | | | Last Fiscal Year (a) | Last Fiscal Year (b) | Fiscal Year (c) | Distributions | Fiscal Year End | | Name | ($) | ($) | ($) | ($) | ($) | | Greg Henslee | 84,725 | 14,180 | 997,573 | — | 8,863,796 | | David O’Reilly | — | 10,665 | 624,972 | — | 4,125,801 | | Brad Beckham | 394,760 | 18,785 | 396,128 | — | 3,828,964 | | Brent G. Kirby | 78,923 | 16,131 | 112,785 | — | 994,239 | | Jeremy Fletcher | — | 10,385 | 516,373 | — | 3,451,076 | | Scott R. Ross | 61,539 | — | 6,890 | — | 68,429 | | Jason Tarrant | — | — | 2,434 | — | 20,793 |
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, Brad Beckham, 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 2025, the Company calculated the annual total cash compensation of each employee for the year ended December 31, 2025, 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 2025, the Company used a new median employee, identified as described above, for purposes of the ratio calculation, as its 2024 median employee was no longer with the Company. The Company used the same measurement date of December 31, as it used the previous time it determined its median employee. 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 3,732 employees employed in Mexico and Canada accounted for less than 5% of the Company’s total employee population of 93,071 as of December 31, 2025. For 2025, the employee population for the ratio calculation consisted of 89,339 full-time, part-time, and seasonal workers who were employed in the United States as of December 31, 2025.
CEO Pay Ratio
| O’REILLY AUTOMOTIVE, INC. | 57 | 2026 PROXY STATEMENT |
CEO Pay Ratio
| | For the Year Ended | | | December 31, 2025 | | Annual total compensation, as determined under the Rule, for the Company’s Chief Executive Officer | $4,231,108 | | Annual total compensation, as determined under the Rule, for the Company’s median employee | $33,054 | | CEO-to-median employee pay ratio | 128 to 1 |
CEO Pay Ratio
See the “Summary Compensation Table” for further details concerning the Company’s Chief Executive Offer’s compensation.
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 2025.
Pay versus Performance
| | | | | | Average | | Value of Initial Fixed $100 | | | | | | | | | | Summary | Average | Investment Based On: | | | Company- | | | Summary | Summary | | Compensation | Compensation | Compensation | | Peer Group | | Selected | | | Compensation | Compensation | Compensation | Actually Paid | Table Total | Actually Paid | Total | Total | | Measure: | | | Table Total | Table Total | Actually Paid | to Former | for Non-PEO | to Non-PEO | Shareholder | Shareholder | | Operating | | | for PEO | for Former PEO (f) | to PEO(g)(h) | PEO(f)(g)(h) | NEOs | NEOs(i)(j) | Return | Return(k) | Net Income | Income(l) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 (a) | 4,231,108 | — | 5,185,669 | — | 1,910,175 | 2,117,199 | 302 | 150 | 2,538,209,000 | 3,460,612,000 | | 2024 (b) | 2,811,063 | 416,092 | 4,585,714 | (289,466) | 1,495,092 | 2,230,744 | 262 | 144 | 2,386,680,000 | 3,251,157,000 | | 2023 (c) | — | 5,603,352 | — | 6,204,611 | 1,903,937 | 2,266,462 | 210 | 109 | 2,346,581,000 | 3,186,376,000 | | 2022 (d) | — | 5,477,351 | — | 8,519,969 | 2,201,556 | 3,340,752 | 187 | 77 | 2,172,650,000 | 2,954,491,000 | | 2021 (e) | — | 12,764,271 | — | 19,042,393 | 4,150,852 | 5,926,087 | 156 | 119 | 2,164,685,000 | 2,917,168,000 |
Pay versus Performance
| (a) For 2025, Brad Beckham was the PEO and the non-PEOs included Greg Henslee, David O’Reilly, Brent Kirby, Jeremy Fletcher, Scott R. Ross, and Jason Tarrant. |
Pay versus Performance
| (b) For 2024, Brad Beckham was the PEO, Gregory D. Johnson was the Former PEO, and the non-PEOs included Greg Henslee, David O’Reilly, Brent Kirby, Jeremy Fletcher, and Scott R. Ross. |
Pay versus Performance
| (c) 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. |
Pay versus Performance
| (d) For 2022, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Jeremy Fletcher, Brent G. Kirby, and Tom McFall. |
Pay versus Performance
| (e) For 2021, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent G. Kirby, Tom McFall, and Jeff M. Shaw. |
Pay versus Performance
| (f) In November of 2023, in connection with Gregory D. 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 $1,475,000. Such cash-based award was earned by and paid to Mr. Johnson in early 2024, following his retirement, and such cancellation and substitution was recommended by the Human Capital and Compensation Committee and approved by the Board. Therefore, Mr. Johnson is shown as having no equity-based compensation awarded in 2023. Mr. Johnson retired as Chief Executive Officer on January 31, 2024, at which time, in accordance with the Company’s policy for retirement eligible Team Members, his outstanding unvested awards vested and the remaining term was set to one year. |
Pay versus Performance
| (g) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “Summary Compensation Table,” for the PEO for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Compensation Actually Paid to PEO” column of the “Pay Versus Performance” table. There was no change in pension values for the years ended December 31, 2025, 2024, 2023, 2022, and 2021, as the Company did not offer a pension plan. No awards were granted and vested in the same year or forfeited in 2025. |
Pay versus Performance
| | | | | | Total | Total | | | Grant Date | Year-End | Change in Fair Value | Change in Fair Value | Equity Value | Equity Value | | | Fair Value of | Value of | as of Year-End | as of the Vesting Date | Reflected in | Reflected in | | | Equity Awards | Equity Awards | of Any Prior Year | of Any Prior Year | Compensation | Compensation | | | Granted During | Granted During | Awards that Remain | Awards that Vested | Actually Paid | Actually Paid | | | Applicable Year(f) | Applicable Year(f) | Unvested as of Year-End | During Applicable Year (f) | to PEO | to Former PEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | (1,415,657) | 1,470,058 | 608,275 | 291,885 | 954,561 | — |
Pay versus Performance
| O’REILLY AUTOMOTIVE, INC. | 58 | 2026 PROXY STATEMENT |
Pay versus Performance
| (h) 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: |
Pay versus Performance
| | | | December 31, | | | | | | | | | | | | 2025 | | 2024 | | | | 2023 | | 2022 | | 2021 | | | | | | PEO | | Former PEO (f) | | | | | | | | | Risk free interest rate | 3.95 | | 4.29 | | 3.97 | | 3.82 | | 3.09 | | 1.02 | | | Expected life | 7.3 | Years | 7.3 | Years | 1.0 | Years | 7.2 | Years | 7.1 | Years | 7.0 | Years | | Expected volatility | 23.2 | | 25.5 | | 27.2 | | 28.3 | | 29.6 | | 29.7 | | | Expected dividend yield | — | | — | | — | | — | | — | | — | |
Pay versus Performance
| (i) 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, 2025, 2024, 2023, 2022, and 2021, as the Company did not offer a pension plan. No awards were granted and vested in the same year or forfeited in 2025. |
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 | ($) | ($) | ($) | ($) | ($) | | 2025 | (543,704) | 565,371 | 97,973 | 87,384 | 207,024 |
Pay versus Performance
| (j) 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: |
Pay versus Performance
| | December 31, | | | | | | | | | | | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | Risk free interest rate | 3.91 | | 3.95 | | 3.83 | | 3.12 | | 1.00 | | | Expected life | 7.3 | Years | 6.6 | Years | 7.3 | Years | 7.2 | Years | 7.0 | Years | | Expected volatility | 23.3 | | 23.3 | | 28.2 | | 29.5 | | 29.6 | | | Expected dividend yield | — | | — | | — | | — | | — | |
Pay versus Performance
| (k) 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, 2025, for further discussion of its peer group. |
Pay versus Performance
| (l) 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 2025. |
Pay versus Performance
| O’REILLY AUTOMOTIVE, INC. | 59 | 2026 PROXY STATEMENT |
Pay versus Performance
Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and Former 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 five most recently completed fiscal years:
Pay versus Performance
| COMPENSATION ACTUALLY PAID VERSUS FINANCIAL PERFORMANCE MEASURES | | |
Pay versus Performance
Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and Former 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 five most recently completed fiscal years:
Pay versus Performance
| COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN | | |
Pay versus Performance
| O’REILLY AUTOMOTIVE, INC. | 60 | 2026 PROXY STATEMENT |
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 five most recently completed fiscal years:
Pay versus Performance
| TOTAL SHAREHOLDER RETURN | | |
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, 2025, 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.
Pay versus Performance
| MOST IMPORTANT PERFORMANCE MEASURES | | Comparable Store Sales | | Operating Income | | Return on Invested Capital |
Pay versus Performance
| O’REILLY AUTOMOTIVE, INC. | 61 | 2026 PROXY STATEMENT |
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). 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:
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. |
Potential Payments on Termination or Change in Control
| ● | Continuation of insurance coverage for two years. |
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. |
Potential Payments on Termination or Change in Control
| ● | An amount equal to all earned but unused paid time off. |
Potential Payments on Termination or Change in Control
| ● | Payment for outplacement services, up to $30,000 and not to exceed 24 months. |
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. |
Potential Payments on Termination or Change in Control
| ● | All reasonable legal fees and expenses incurred in disputing the termination of the executive’s employment. |
Potential Payments on Termination or Change in Control
| O’REILLY AUTOMOTIVE, INC. | 62 | 2026 PROXY STATEMENT |
Potential Payments on Termination or Change in Control
The following table shows the amounts that active 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, 2025. 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.
Potential Payments on Termination or Change in Control
| | Greg | David | Brad | Brent G. | Jeremy | Scott R. | Jason | | | Henslee | O’Reilly | Beckham | Kirby | Fletcher | Ross | Tarrant | | Annual salary for two years | $1,702,000 | $1,476,000 | $2,250,000 | $1,900,000 | $1,400,000 | $1,250,000 | $1,000,000 | | Incentive compensation | — | — | 2,250,000 | 1,900,000 | 1,190,000 | 1,000,000 | 800,000 | | Continuation of insurance coverage | 54,330 | 1,982 | 64,457 | 93,235 | 63,779 | 56,392 | 50,284 | | Earned but not used paid time off | 343,669 | 298,040 | 82,212 | 95,000 | 63,270 | 54,086 | 90,498 | | Unvested stock option grants | — | — | 2,746,473 | 2,518,387 | 1,627,789 | 749,720 | 290,902 | | Unvested restricted share awards | 444,649 | 385,818 | — | — | — | — | — | | Total (a) | $2,544,648 | $2,161,840 | $7,393,142 | $6,506,622 | $4,344,838 | $3,110,198 | $2,231,684 |
Potential Payments on Termination or Change in Control
| (a) Each NEO may also receive payment for outplacement service for up to $30,000. |
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.