Brent Windom
ADVANCE AUTO PARTSAbout A. Brent Windom
Independent director of Advance Auto Parts since March 2024; age 64. Former CEO/operator with nearly four decades in the automotive aftermarket, including CEO of Uni-Select Inc. and Auto Plus | Pep Boys, and extensive Canadian operations experience; currently President of Windom Consulting LLC (since July 2021). Committee service includes Compensation and Finance; Board has determined he is independent under NYSE standards. Attendance: the Board met 10 times in 2024 and each incumbent director attended at least 75% of Board/committee meetings during their tenure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uni-Select Inc. | President & CEO | May 2019 – Jun 2021 | Led large aftermarket parts distributor through transformation; brings deep aftermarket operations perspective |
| Uni-Select (Canadian Automotive Group) | President & COO (Canada) | Jul 2017 – May 2019 | Canadian operations leadership; cross-border operations expertise |
| Auto Plus | Pep Boys (IEH Auto Parts) | President & CEO | Feb 2016 – Jul 2017 |
| Uni-Select USA | President & COO (prior roles 10 yrs) | Prior to 2016 | Progressive P&L roles in US aftermarket distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Windom Consulting LLC | President | Jul 2021 – present | Executive consulting services |
| Other public company boards | — | — | None currently |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (Board determined all directors other than the CEO are independent) |
| Committees | Compensation Committee (member); Finance Committee (member) |
| Committee meetings (2024) | Compensation: 6 meetings; Finance: 4 meetings |
| Attendance | Board met 10 times; each incumbent director attended ≥75% of Board and respective committees; all current directors attended 2024 annual meeting |
| Board leadership | Independent Chair: Eugene I. Lee, Jr. |
| Executive sessions | Regular executive sessions of independent directors |
| Committee refresh | Two Compensation Committee members not standing for re-election; post-AGM composition to be reset |
Fixed Compensation (Director)
| Year | Cash Retainer | Equity (DSUs) | Total |
|---|---|---|---|
| 2024 | $116,667 | $192,500 | $309,167 |
| Notes: 2024 reflects pro-rated cash/equity due to March 2024 appointment; non-employee directors standard annual cash retainer $100,000 and annual DSU grant $165,000; committee chair retainers (if applicable): Audit $25,000; Compensation $20,000; Nominating $17,500; Finance $17,500; Independent Board Chair $200,000. |
Performance Compensation
- Not applicable for directors (AAP director pay is a mix of cash retainer and DSUs; no performance-based pay disclosed for directors).
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
Expertise & Qualifications
- Automotive aftermarket CEO/operator; distribution, merchandising and operations expertise; cross-border (Canada) operations.
- Board-level exposure to compensation, finance/capital policy, M&A/divestitures via committee roles.
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 13,000 | Mar 17, 2025 | Includes 3,000 DSUs; no options/R SUs within 60 days |
| Outstanding DSUs (director roll-forward) | 2,984 | Dec 31, 2024 | Director equity balance at fiscal year-end |
| 2024 DSU grant | 2,952 | Jun 4, 2024 | Prorated/new appointee methodology |
| Ownership as % of shares outstanding | ~0.0217% | Mar 17, 2025 | 13,000 / 59,833,137 shares outstanding |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless stringent requirements are met; no pledged shares disclosed for 2024 | ||
| Stock ownership guideline | 6x annual cash retainer for non-employee directors; five-year compliance window; company states all executives and directors are currently in compliance |
Insider Trades (Form 4-reported market buys)
| Date | Action | Shares | Price |
|---|---|---|---|
| Mar 27, 2024 | Open-market purchase | 4,700 | $85.34 |
| Mar 19, 2024 | Open-market purchase | 2,617 | $83.00 |
| Mar 14, 2024 | Open-market purchase | 2,683 | $80.57 |
| Summary: 10,000 shares purchased across three buys in March 2024; Barron’s reported total consideration ~$834,500 (avg. ~$83.45). |
- Section 16(a) compliance: Company disclosed a Form 4 for Mr. Windom reporting a purchase was filed one day late in March 2024.
Governance Assessment
-
Strengths
- Independent director with direct aftermarket CEO/operator experience; serves on Compensation and Finance committees (key levers: pay design, capital policy, transaction review).
- Active equity alignment: personal open-market buying (10,000 shares in Mar-2024), plus DSUs; director ownership guidelines require 6x cash retainer; company states directors/executives are in compliance; hedging prohibited and pledging tightly restricted.
- Compensation oversight quality: As a Compensation Committee member in 2024, oversaw pay-for-performance outcomes—STI paid at 10% on individual objectives; 2022–2024 PSUs paid 0% on RTSR; say-on-pay support 93.7% at 2024 AGM.
- Board process and structure robust: independent Chair; regular executive sessions; annual Board/committee self-evaluations facilitated by third party in 2024; clear conflict review and related-party policy; no related-party transactions in 2024.
-
Watch items / RED FLAGS
- Minor filing lapse: one Form 4 filed one day late in March 2024. While immaterial, it is a technical compliance watch item.
- Committee transition risk: Compensation Committee refresh pending after AGM (two members not standing for re-election); composition/leadership changes could temporarily affect continuity.
-
Potential conflicts
- No related-party transactions in 2024; no current public company interlocks disclosed. Prior executive roles at competitors (Uni-Select; Pep Boys) ended years prior; ongoing consulting practice disclosed, but no related-party dealings with AAP reported.
Appendix: Director Compensation Program (for context)
- Annual cash retainer: $100,000; annual DSU grant: $165,000; additional annual retainers for committee chairs and independent Chair (Audit $25k; Compensation $20k; Nominating $17.5k; Finance $17.5k; Independent Board Chair $200k). Directors may defer retainers into DSUs; DSUs distributed after service ends.
Data Extracts
Director Compensation (2024)
| Name | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| A. Brent Windom | 116,667 | 192,500 | 309,167 |
| Directors’ outstanding DSUs at FY’24 end (Windom) | 2,984 | ||
| Notes: Grant-date fair values under ASC 718. |
Security Ownership (as of Mar 17, 2025)
| Holder | Shares Beneficially Owned | DSUs Included | Options (60-day) | RSUs (60-day) |
|---|---|---|---|---|
| A. Brent Windom | 13,000 | 3,000 | — | — |
| Total basic shares outstanding: 59,833,137. |