Bruce Starnes
ADVANCE AUTO PARTSAbout Bruce Starnes
Bruce M. Starnes, III is Executive Vice President, Chief Merchant at Advance Auto Parts (AAP). He joined AAP in June 2024 after nearly 20 years at Target Corporation in senior merchandising and omnichannel roles; he is age 49 as of March 17, 2025 . His 2024 individual objectives centered on product margin improvement and product lifecycle management, aligning his incentives to merchandising profitability and execution . Company fundamentals during his initial period show FY 2024 revenue of $9.094B and EBITDA of $319.1M, contextualizing the pay-for-performance framework he entered into at AAP (values from S&P Global)*.
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $9,209.1M* | $9,094.3M* |
| EBITDA | $324.3M* | $319.1M* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Target Corporation | SVP, Merchandising Capabilities & Operations | Aug 2023 – Jun 2024 | Led merchandising capabilities/operations; omnichannel execution |
| Target Corporation | President, Target in India; SVP | Sep 2020 – Aug 2023 | Led Target’s India operations and technology/ops support |
| Target Corporation | VP, Digital Partnerships & New Business Development | Mar 2018 – Aug 2020 | Built digital partnerships and new revenue channels |
External Roles
- Not disclosed.
Fixed Compensation
| Item | 2024 Amount/Detail |
|---|---|
| Annual base salary (role-level) | $600,000 (new hire in 2024; determined based on market competitiveness) |
| Salary earned (partial year) | $288,462 |
| Target bonus (STI) % of base | 85% of base salary (all NEOs except CEO) |
| Actual STI paid (Non-Equity Incentive Plan) | $26,615 (reflecting 10% aggregate payout in 2024) |
| Bonus (sign-on/other) | $300,000 |
| All Other Compensation | $113,018 total, including relocation benefits $65,720 and gross-up of relocation expenses $47,298 |
Performance Compensation
2024 Short-Term Incentive (STI) Outcome
| Metric | Weight | Threshold | Target | Actual/Payout |
|---|---|---|---|---|
| Operating Income | 65% | $346M (payout 35%) | $432–$454M (payout 100%) | Payout 0% |
| Comparable Store Sales | 25% | —% (payout 40%) | 1.8% (payout 100%) | Payout 0% |
| Individual Objectives | 10% | 50% payout for partial; 100% for target; 150% above-target | Target | Achieved 100%; aggregate STI payout 10% |
- 2024 STI targets were anchored to the annual operating plan; threshold required > prior year performance .
Long-Term Incentive (LTI) Design and Grants
Overall 2024 LTI design for executives: 50% PSUs (3-year RTSR vs S&P 500), 25% RSUs (ratable over 3 years), 25% stock options (ratable over 3 years, 10-year term). PSU payout capped at 100% if absolute TSR is negative; target set at 55th percentile RTSR, max at 80th percentile .
2024 (New-hire grants on 6/27/2024):
- RSUs: 20,734 units; grant-date fair value $1,300,022; time-based, vest ratably over 3 years (a).
- Stock Options: 9,812 options at $62.70; 10-year term to 6/27/2034; vest in equal thirds starting first anniversary; grant-date fair value $315,946 (c) .
2025 (Annual LTI contemplated and granted under plan since inception):
- PSUs (3/4/2025): threshold 6,074; target 17,352; max 52,056 shares; 3-year performance period based on RTSR .
- RSUs (since plan inception to 3/17/2025): 38,086 time-based RSUs .
- Note: Employment agreement contemplates a $1,000,000 target LTI value for 2025 for Mr. Starnes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares/units vesting or exercisable within 60 days of Mar 17, 2025 | DSUs: —; Options: —; RSUs: — |
| Unvested RSUs (12/31/2024) | 20,734 units; market value $980,511 (at $47.29) |
| Unexercisable Options | 9,812 at $62.70; expire 6/27/2034 |
| Stock vested in 2024 | None for Mr. Starnes |
| Deferred compensation balance | None reported for Mr. Starnes |
| Stock ownership guidelines | Executive/Senior VP: 2x base salary; 5 years to comply; until then must retain 50% of net shares from vesting |
| Pledging/Hedging | Hedging prohibited; pledging prohibited except in very limited circumstances with stringent requirements; hedging/pledging of LTI awards prohibited |
Employment Terms
| Term | Details |
|---|---|
| Start date at AAP | June 2024; EVP, Chief Merchant |
| Clawback | Incentive compensation clawback policy covering cash and equity awards; updated to comply with NYSE/SEC rules |
| Change-in-control vesting | Double-trigger: acceleration only if awards not assumed or if termination occurs following a change in control |
| Potential payments upon termination (as of 12/28/2024) | Involuntary termination without cause or Good Reason (non-CIC): Cash severance $600,000; Stock incentives $913,540; Other benefits $39,097 |
| Potential payments upon termination (CIC-related) | Involuntary termination without cause or Good Reason related to a CIC: Cash severance $2,220,000; Stock incentives $913,540; Other benefits $46,145 |
Performance & Track Record
- 2024 individual objectives tied to product margin improvement and product lifecycle management, indicating clear accountability for merchandising profitability and assortment discipline .
- Public-facing vendor leadership: As EVP Chief Merchant, Starnes led engagement with vendors and highlighted execution of AAP’s three-year strategic plan at the 2024 vendor event, signaling focus on supplier collaboration to drive fill rates, innovation, and in-store execution .
Investment Implications
- Alignment: Compensation is heavily at-risk, with 85% STI target and a three-vehicle LTI mix; PSUs tied to relative TSR with downside protection (cap when absolute TSR is negative) promotes long-term alignment .
- Retention and selling pressure: Initial RSU and option grants from June 27, 2024 vest beginning June 27, 2025 and over three years, creating potential liquidity windows around mid-year; no 2024 vesting occurred, and insider trading is limited to pre-cleared windows under policy .
- Governance risk mitigants: Double-trigger CIC vesting, clawback policy, and stringent anti-pledging/hedging rules reduce misalignment risk; ownership guideline at 2x salary with a five-year compliance period further supports equity ownership build .
- Execution risk: 2024 STI paid at 10% as corporate operating income and comp-store-sales metrics missed thresholds, underscoring near-term operational challenges; his objectives directly target merchandising margin levers that could materially influence AAP’s profitability trajectory if executed successfully .
References:
- Executive officers, age, role, tenure and background; compensation program; grants, vesting, and outstanding awards; STI metrics and payouts; severance/CIC tables; ownership details extracted from AAP DEF 14A (filed March 21, 2025) .
- Governance practices (clawback, double-trigger, ownership guidelines, anti-hedging/pledging) from DEF 14A (filed April 7, 2023) .
- Vendor leadership and public statements from AAP press release (Jan 28, 2025) .
S&P Global data note: Revenue and EBITDA figures marked with an asterisk were retrieved via S&P Global.