Carla Bailo
ADVANCE AUTO PARTSAbout Carla J. Bailo
Independent director since August 2020; age 64. President & CEO of ECOS Consulting, LLC (energy efficiency solutions) and former CEO of The Center for Automotive Research. Designated audit committee financial expert; serves on Audit and Nominating & Corporate Governance Committees; independence affirmed under NYSE standards. Other current public company boards: SM Energy Company (since Oct 2018) and Vesuvius plc (since Feb 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ECOS Consulting, LLC | President & Chief Executive Officer | 2014–present | Energy efficiency leadership; sustainability perspective |
| Center for Automotive Research | President & Chief Executive Officer | Oct 2017–Sep 2022 | Industry research leadership; technology and competitiveness |
| The Ohio State University | Assistant Vice President, Mobility Research & Business Development | 2015–Oct 2017 | Academic-industry mobility research |
| Nissan Motor Co. Ltd. | Various leadership roles | Pre‑2015 | OEM operations and product experience |
| General Motors Company | Early career | Pre‑Nissan | OEM engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SM Energy Company | Director | Since Oct 2018 | Not disclosed in AAP proxy |
| Vesuvius plc | Director | Since Feb 2023 | Not disclosed in AAP proxy |
Board Governance
- Committees: Audit; Nominating & Corporate Governance; Audit Committee met 12 times in 2024; Nominating & Corporate Governance met 6 times .
- Audit committee financial expert designation; Audit Committee comprises independent directors .
- Independence: Board determined all directors except CEO are independent under NYSE rules; independent Chair (Eugene I. Lee, Jr.); regular executive sessions of independent directors .
- Attendance: Board met 10 times in 2024; each incumbent director attended ≥75% of board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Governance practices: Proxy access, majority voting, robust stock ownership guidelines, prohibition on hedging and pledging (unless stringent requirements met) .
- Committee refresh: Following 2025 Annual Meeting, committee composition to be re-determined (additional independent director service on Compensation Committee and appointment of an independent director as Nominating & Corporate Governance Chair) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non‑management directors; no general meeting fees disclosed |
| Committee chair fees | — | Audit ($25k), Comp ($20k), Nominating ($17.5k), Finance ($17.5k); Bailo not a chair |
| Equity retainer (DSUs) | $165,000 | Granted as DSUs; 2024 grant on June 4: 2,530 DSUs (standard award) |
| Total 2024 director compensation | $265,000 | Bailo’s reported total (cash + stock awards) |
Additional details:
- DSUs defer and settle in common stock after board service ends; dividends credited to DSUs; directors may elect to defer retainers into DSUs .
- Director compensation cap: Total annual director value (cash + equity) limited to $750,000 (excluding independent Chair) .
Performance Compensation
Non‑management directors receive time‑based DSUs; no performance‑based equity, options, or STI metrics apply to director compensation at AAP .
Other Directorships & Interlocks
| Company | Sector | Relationship to AAP | Notes |
|---|---|---|---|
| SM Energy Company | Energy (E&P) | No customer/supplier relationship disclosed | Director since Oct 2018 |
| Vesuvius plc | Industrial ceramics | No customer/supplier relationship disclosed | Director since Feb 2023 |
- Related‑party transactions: None identified for directors or executives in 2024; Nominating & Corporate Governance Committee oversees conflicts and related party transaction approvals .
Expertise & Qualifications
- Automotive OEM leadership (Nissan, GM); aftermarket and merchandising insight; sustainability expertise via ECOS and CAR .
- Audit committee financial expert; risk oversight exposure (financial reporting, cybersecurity, compliance) via Audit Committee responsibilities .
- Board skills matrix emphasizes governance, risk, and sustainability competence .
Equity Ownership
| Measure | Value | As‑of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 8,965 | Mar 17, 2025 | “Less than 1%” of shares outstanding; breakdown shows DSUs component below |
| DSUs outstanding (year‑end) | 7,715 | FY 2024 | Directors’ outstanding DSUs at fiscal year end |
| DSUs included in beneficial breakdown | 7,755 | Mar 17, 2025 | Footnote detail of DSUs counted in beneficial ownership |
| Shares outstanding (record date) | 59,833,137 | Mar 17, 2025 | For percent context (company table shows “* Less than 1%”) |
Ownership alignment:
- Stock ownership guidelines: Non‑employee directors must hold stock valued at 6x annual cash retainer; time‑based RSUs and DSUs count; options do not; all executives and directors in compliance; retention of at least 50% of net shares until guideline met .
- Hedging prohibited; pledging prohibited unless stringent requirements are met .
Governance Assessment
- Strengths: Independent director with deep automotive and sustainability background; designated audit committee financial expert; service on Audit and Nominating & Corporate Governance positions her at the center of risk oversight, financial reporting, cybersecurity, conflicts and succession planning .
- Alignment: Material equity via DSUs; robust director ownership guidelines; prohibition on hedging/pledging; no related‑party transactions in 2024; regular independent executive sessions; majority voting and proxy access support investor rights .
- Potential watch‑items: Time commitments across three public boards (including AAP) warrant ongoing monitoring but remain within common investor thresholds for non‑executive directors; committee composition changes post‑Annual Meeting may alter leadership dynamics and workloads .
- Investor confidence signals: High governance standards; clear clawback and ownership policy framework; strong independence posture. Company‑wide say‑on‑pay support (93.7% in 2024) reflects broader compensation governance credibility, though this pertains to executives rather than directors .