Gregory Smith
ADVANCE AUTO PARTSAbout Gregory L. Smith
Gregory L. Smith (age 61) is an independent director of Advance Auto Parts, Inc., serving since March 2024. He is Executive Vice President, Enterprise Operations at Medtronic plc and brings nearly 40 years of global supply chain and operations experience, including senior roles at Walmart and Goodyear, making him a domain expert for AAP’s supply chain and operational execution. The Board classifies him as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Executive Vice President, Enterprise Operations | 2021–present | Leads enterprise operations at a global medtech; deep supply chain expertise relevant to AAP’s distribution/logistics needs. |
| Walmart Inc. | Executive Vice President, Supply Chain | 2017–2021 | Oversaw end-to-end supply chain at a large omni-channel retailer; brings large-scale retail ops know-how. |
| The Goodyear Tire & Rubber Company | Senior Vice President, Global Operations | 2011–2016 | Led global operations at a manufacturing-intensive enterprise tied to automotive end markets. |
| Conagra Foods, Inc. | Various leadership roles incl. EVP, Supply Chain | c. 10 years (dates not disclosed) | Broad P&L and supply chain leadership across CPG; systems/process depth. |
| United Signature Foods LLC; Aurora Foods Inc. | Earlier roles (titles not disclosed) | Not disclosed | Early career experience in food/CPG operations. |
External Roles
| Category | Organization/Detail | Notes |
|---|---|---|
| Current public company boards | None | No other public directorships (reduces overboarding risk). |
| Appointment context | Cooperation Agreement with shareholders Third Point and Saddle Point | Smith was appointed to AAP’s Board on March 11, 2024 pursuant to a cooperation agreement; signals shareholder-driven refresh and focus on operational expertise. |
| Private/non-profit boards | Not disclosed | — |
Board Governance
- Committee assignments: Audit Committee (member); Finance Committee (member). He does not serve as a committee chair.
- Audit Committee remit includes financial reporting integrity, internal controls, auditor oversight, and IT/cybersecurity risk; it met 12 times in 2024.
- Finance Committee remit includes capital structure, financing, financial plan input and M&A finance review; it met 4 times in 2024.
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards.
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; the full Board met 10 times.
- Board leadership: Independent Chair (Eugene I. Lee, Jr.); regular executive sessions of independent directors.
- Committee independence: All NYSE-required committees comprise solely independent directors.
Fixed Compensation
| Component | Policy/Program Detail | 2024 Amount for G.L. Smith |
|---|---|---|
| Annual cash retainer | $100,000 for non-management directors | Included in total fees below. |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $17,500; Finance $17,500 (chair only). Smith is not a chair. | Not applicable as chair. |
| Board Chair fee | Independent Chair additional $200,000 | Not applicable to Smith. |
| Equity retainer (DSUs) | $165,000 annual value; DSUs granted after annual meeting; prorated for mid-cycle appointees | Smith received 2,952 DSUs on June 4, 2024 reflecting annual plus prorated prior-term equity; grant value within director program. |
| 2024 director pay – fees | Fees earned/paid in cash | $116,667 (pro-rated due to March 2024 appointment). |
| 2024 director pay – stock awards | Grant date fair value of DSUs | $192,500. |
| 2024 director pay – total | Total 2024 director compensation | $309,167. |
Additional program features:
- Directors may elect to receive/convert cash retainers into DSUs; DSUs settle in stock upon or after service ends; prorated vesting if service ends before one year from grant.
- Hedging is prohibited and pledging is prohibited unless stringent requirements are met.
- Robust stock ownership guideline for directors: 6x annual cash retainer; all directors are currently in compliance.
Performance Compensation
| Element | Applies to Directors? | Notes |
|---|---|---|
| Performance-based equity (PSUs/options) | No | Non-employee director equity is delivered as DSUs (time-based), not PSUs/options. |
| Performance metrics, targets, payout curves | Not applicable | Director compensation is a mix of fixed cash + time-based DSUs; no STI/LTI performance metrics for directors. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No current other public company boards; no related-party transactions involving directors were disclosed for 2024. |
Expertise & Qualifications
- Deep global supply chain and operations leadership across retail, manufacturing, and CPG; directly relevant to AAP’s distribution network, inventory, and availability initiatives.
- Service on Audit Committee provides oversight exposure to financial reporting, controls, compliance, and cybersecurity.
- Service on Finance Committee adds capital structure, planning, and transaction finance perspective to Board deliberations.
- Independent status bolsters board oversight; part of a shareholder-driven refresh in 2024 focused on operational turnarounds.
Equity Ownership
| Item | Detail |
|---|---|
| Outstanding DSUs at FY-end 2024 | 2,984 DSUs. |
| Annual DSU grant (2024 cycle) | 2,952 DSUs granted June 4, 2024 (annual plus prorated for 2023–2024 term). |
| Ownership guideline | 6x annual cash retainer for directors; all directors currently in compliance. |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless stringent requirements are met. |
| Shares pledged | None disclosed in related-party or governance disclosures. |
Governance Assessment
- Strengths: Independent director with directly relevant supply chain expertise; active service on Audit and Finance (key oversight levers); no related-party transactions disclosed; attendance threshold met; equity delivered as DSUs with strong director ownership guideline supports alignment.
- Shareholder alignment signals: Appointment under an activist Cooperation Agreement reflects investor focus on operational execution and board refresh; suggests heightened accountability and potential for accelerated operational improvements.
- Compensation quality: Simple, market-standard director pay mix (cash + DSUs), no performance gaming risk; hedging/pledging restrictions reduce misalignment risk.
Red flags and monitoring:
- No red flags disclosed: No related-party transactions; no independence exceptions; no attendance concerns for 2024.