Eugene Lee
ADVANCE AUTO PARTSAbout Eugene I. Lee, Jr.
Independent Chair of the Board at Advance Auto Parts (AAP); age 63; director since November 2015. Former Chairman and CEO of Darden Restaurants; served on Darden’s board from Feb 2015 through Sep 2023 (Chair 2021–2023). Brings multi‑unit retail operations, marketing, real estate, strategic planning and change management expertise; previously served as Interim Executive Chair at AAP, deepening board leadership credentials . AAP’s board has determined he is independent under NYSE standards and he currently serves as independent Chair; independent directors regularly hold executive sessions, presided over by Mr. Lee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | President & CEO; President & Interim CEO; President & COO; Chair of the Board; Director | CEO Feb 2015–May 2022; Interim CEO Oct 2014–Feb 2015; COO Sep 2013–Oct 2014; Chair Jan 2021–Sep 2023; Director Feb 2015–Sep 2023 | Led large multi-brand restaurant operator; strategic planning, change management |
| RARE Hospitality International, Inc. | President; Director | President since 2001 (prior to acquisition by Darden) | Multi-unit operations leadership; governance experience |
External Roles
| Type | Company | Role | Tenure |
|---|---|---|---|
| Current public company boards | None | — | — |
| Prior public company boards | Darden Restaurants, Inc. | Director; Chair | Director Feb 2015–Sep 2023; Chair Jan 2021–Sep 2023 |
Board Governance
- Independence and leadership: Independent Board Chair; only the CEO is non‑independent. Board may separate/combine Chair/CEO; when Chair is independent, he presides over executive sessions (currently Mr. Lee) . Independent directors held regular executive sessions in 2024, presided by Mr. Lee .
- Committee assignments: In 2025 proxy, Mr. Lee is listed with no standing committee assignment as independent Chair . In 2024, he served on the Finance Committee (then chaired by Joan M. Hilson) .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board/committee meetings; all current directors attended the 2024 annual meeting .
- Board composition: 89% independent nominees, average tenure 4.5 years, 4 new directors in the past 3 years .
- 2025 committee refresh: Current Nominating Chair and two Compensation members not standing for re‑election; post‑meeting, committees will be reconstituted and a new independent Nominating Chair appointed .
Fixed Compensation (Director)
| Component | Structure / Policy | Mr. Lee (2024) |
|---|---|---|
| Annual cash retainer (non‑management directors) | $100,000 | $100,000 (included below) |
| Independent Board Chair retainer | +$200,000 | $200,000 |
| Committee chair retainers | Audit $25k; Comp $20k; Nominating $17.5k; Finance $17.5k | n/a in 2024 as Chair of the Board |
| Total cash earned (2024) | Retainers and any fees | $300,000 |
Notes: Directors may elect to defer cash retainers into deferred stock units (DSUs) .
Performance Compensation (Director Equity)
| Grant type | Policy | 2024 Grant (Mr. Lee) | Vesting/Other |
|---|---|---|---|
| Annual DSUs | $165,000 grant value each year (granted shortly after annual meeting) | $165,000 grant value | DSUs payable in common shares at/after service end; dividends accrue into additional DSUs; DSUs may vest pro‑rata if service ends before 1 year |
| 2024 DSU grant date and count | June 4, 2024 grant of 2,530 DSUs to each non‑management director then serving | 2,530 DSUs | Dividend equivalents credited as additional DSUs |
| Options/PSUs | Not part of director pay | — | Company prohibits dividends on unearned performance awards; no option repricing |
Director stock ownership guidelines: Non‑employee directors must hold stock valued at 6x annual cash retainer; individuals have 5 years to comply and must retain 50% of net after‑tax vested shares until compliant. Company reports all executives and directors are currently in compliance .
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Current public boards | None |
| Potential interlocks or related parties | Company reports no related‑party transactions in 2024 involving directors or executive officers |
| Hedging/pledging policies | Hedging prohibited; pledging prohibited unless stringent requirements are met; applies to directors and officers |
Expertise & Qualifications
- Scale multi‑unit retail operations, customer service, marketing, real estate, strategic planning, change management; prior CEO of national chain restaurants .
- Board leadership: chaired Darden’s board; served as Interim Executive Chair at AAP; extensive governance oversight .
Equity Ownership
| Item | Amount | Date/Source |
|---|---|---|
| Beneficial ownership (total shares) | 109,690 | As of Mar 17, 2025 (record date) |
| Of which: “shares issuable” from DSUs counted in beneficial ownership | 72,493 | As of Mar 17, 2025 |
| DSUs outstanding (FY‑end) | 72,121 | As of Dec 31, 2024 |
| Shares outstanding (AAP) | 59,833,137 | As of Mar 17, 2025 |
| Ownership as % of shares outstanding | ~0.18% | Computed from 109,690 / 59,833,137 using reported figures |
Insider transactions (Form 4):
| Date | Type | Shares | Price | Post‑transaction direct holding | Indirect holding | Note |
|---|---|---|---|---|---|---|
| 2025‑10‑24 | Acquisition via DSU dividend reinvestment | 365.349 | $54.56 | 83,225.817 | 34,070 (family trust) | Reported under AAP DSU plan dividend reinvestment feature |
Company policy prohibits hedging and generally prohibits pledging; insider trading is governed by a formal policy filed as Exhibit 19.1 to the 2024 Form 10‑K .
Governance Assessment
-
Strengths for investor confidence
- Independent Board Chair with deep multi‑unit operating and governance experience; presides over regular independent director sessions .
- High attendance (≥75% for all incumbents) and full director participation at the 2024 annual meeting .
- Robust director ownership guideline (6x retainer) with reported compliance; prohibition on hedging and pledging (subject to stringent exceptions) .
- No related‑party transactions disclosed in 2024 involving directors or executive officers .
-
Watch items / monitoring
- Committee transitions planned in 2025 (changes to Compensation and a new Nominating Chair) warrant monitoring for continuity and effectiveness of oversight .
- Equity compensation to directors is entirely in DSUs; while aligned to long‑term value, no performance conditions apply (standard market practice but less performance‑contingent) .
Director Compensation Detail (2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 300,000 |
| Stock Awards (DSUs) | 165,000 |
| Total | 465,000 |
Board/Committee Structure Snapshot (2024–2025)
| Area | 2024 | 2025 Proxy Notes |
|---|---|---|
| Chair | Independent (Eugene I. Lee, Jr.) [2024, 2025] | Continues as independent Chair |
| Committees | Audit; Compensation; Nominating & Corporate Governance; Finance (all independent) | Same; post‑meeting refresh planned (Compensation membership; Nominating Chair) |
| Attendance | All incumbents ≥75% of meetings; 10 Board meetings in 2024 | — |
Policies Relevant to Conflicts and Pay Governance
- Related party transactions screening overseen by Nominating & Corporate Governance; none identified for 2024 .
- Clawback policy adopted Aug 7, 2023 (NYSE‑compliant); no clawbacks triggered for 2024 compensation .
- Stock ownership guidelines (directors 6x annual cash retainer); compliance reported; 50% net retention until met .
Appendix: Director Equity and DSU Mechanics
- Annual DSU grant: $165,000 (e.g., 2,530 DSUs granted June 4, 2024). Dividends credited as additional DSUs; DSUs settle in shares after board service ends; pro‑rata vesting if service ends before 1 year .
- Directors may defer cash retainers into DSUs on a voluntary basis .
All citations: Proxy Statement (DEF 14A) filed March 21, 2025 and prior proxy; Form 4 as linked.