Jeffrey Vining
ADVANCE AUTO PARTSAbout Jeffrey Vining
Jeffrey R. Vining, 48, is Executive Vice President, General Counsel and Corporate Secretary of Advance Auto Parts (AAP), effective March 2, 2025; he leads legal, corporate governance, and compliance, reporting to the CEO . He brings 20+ years in public-company law, including senior roles at Lowe’s (Deputy General Counsel/Chief Compliance Officer) and as General Counsel at Unifi; he holds a JD (University of Richmond) and BS (James Madison University) . Company performance backdrop around his appointment: FY2024 GAAP net income was $(366)m, comparable store sales growth was −0.7%, GAAP operating income was $(713)m, and a $100 TSR baseline indexed to $30.67, underscoring a turnaround context for the new leadership team .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Unifi, Inc. | General Counsel and Secretary | Jul 2024 – Feb 2025 | Led global legal and governance; ensured compliance for a public textile manufacturer . |
| Lowe’s Companies, Inc. | SVP, Deputy General Counsel; Chief Compliance Officer; Assistant Secretary | Jun 2018 – May 2023 | Managed litigation, complex transactions, compliance and ERM; led a 75+ team supporting brand protection . |
| Lowe’s Companies, Inc. | SVP, Chief Compliance Officer; Associate General Counsel | Nov 2017 – Jun 2018 | Oversight of enterprise compliance and legal advisory for a Fortune 50 retailer . |
Fixed Compensation
No individual compensation for Mr. Vining was disclosed for FY2024 given his March 2025 start; AAP’s framework for executives includes cash salary benchmarked to peers and role scope . Executive officers are subject to stock ownership guidelines (EVP/SVP: 2x base salary), with a five‑year compliance window and 50% net-share retention until met .
Performance Compensation
AAP’s disclosed incentive architecture (FY2024 program design) shows how executive pay ties to operating performance; Vining’s specific 2025 awards were not disclosed in the 2025 proxy.
- Short‑Term Incentive (STI): cash; metrics/weights and outcomes below .
- Long‑Term Incentive (LTI): 50% PSUs on 3‑yr relative TSR vs S&P 500 (55th percentile for target; capped at 100% if absolute TSR is negative), 25% time‑based RSUs (3‑yr ratable vest), 25% stock options (3‑yr ratable vest, 10‑yr term) .
2024 STI metrics, targets and payout (company program)
| Metric | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Operating Income ($m) | 65% | $432–$454 | Below threshold | 0% |
| Comparable Store Sales (%) | 25% | 1.8% | Below threshold | 0% |
| Individual Objectives | 10% | Pre-set per role | Met at 100% | 10% (aggregate STI payout) |
LTI design and vesting
| Vehicle | % of LTI | Vesting | Performance construct |
|---|---|---|---|
| PSUs (RTSR vs S&P 500) | 50% | Cliff at 3 years; 1‑yr hold post-vest | 35th/55th/80th percentiles for 35%/100%/200% payout; capped at 100% if absolute TSR < 0 . |
| RSUs (time‑based) | 25% | Ratable over 3 years | Service-based retention . |
| Stock options | 25% | Ratable over 3 years; 10‑yr term | Value only if stock appreciates; no repricing . |
Equity Ownership & Alignment
- Ownership guidelines: EVP/SVP at 2x base salary; five years to comply; must retain 50% of net shares until compliant .
- Hedging/pledging: Hedging prohibited; pledging prohibited unless stringent requirements are met; also applies to LTI awards .
- Clawback: NYSE‑compliant compensation recovery policy; no clawbacks triggered in 2024 .
- Beneficial ownership: Mr. Vining does not appear as an individual line item in the March 17, 2025 beneficial ownership table; executives/directors as a group held 399,257 shares; share counts are based on SEC rules and 59,833,137 shares outstanding .
- Plan safeguards: No single‑trigger acceleration; minimum one‑year vesting (limited exceptions); no option/SAR repricing; 10‑year cap on options/SARs .
Employment Terms
AAP details standard provisions for executive employment agreements; Mr. Vining’s specific agreement was not disclosed in the 2025 proxy.
| Term | Company practice for executives |
|---|---|
| Term/renewal | Initial fixed terms (e.g., 1–3 years depending on role), auto‑renewal unless notice given . |
| Non‑compete / non‑solicit | Confidentiality, non‑competition and non‑solicitation obligations apply; durations per agreement . |
| Severance (non‑CIC) | For executives other than the CEO, cash severance equals 1x base salary + 1x average bonus (subject to role/tenure), plus benefits/outplacement; equity generally pro‑rated per plan terms . |
| Change‑of‑control | Double‑trigger; if terminated without cause or for good reason within specified window post‑CIC: 2x base salary + 2x target bonus; equity treatment per plan/award terms . |
| Deferred comp | Highly compensated employees may defer up to 50% of salary and 50% of STI in cash; SVPs/EVPs can defer up to 50% of salary into company stock via DSUs . |
Performance & Track Record
- Backdrop at appointment (FY2024 “pay vs performance” table): TSR index $30.67, GAAP net income $(366)m, comp-store sales −0.7%, GAAP operating income $(713)m, highlighting a multi‑year reset context that informs incentive calibration and governance priorities for the legal function .
- 2024 incentive outcomes: 0% payout on company financial metrics; only the individual component paid, at 10% aggregate STI, evidencing pay‑for‑performance stringency .
- Experience relevance: Vining’s track record in compliance, ERM, complex transactions and brand protection at large retailers is directly applicable to AAP’s ongoing transformation and capital structure actions (e.g., debt and indenture matters list him as EVP/GC) .
Company performance backdrop (select FY2024 metrics)
| Metric | 2024 |
|---|---|
| TSR value of initial $100 | $30.67 |
| GAAP Net Income ($m) | (366) |
| Comp-store sales growth (%) | (0.7) |
| GAAP Operating Income ($m) | (713) |
Governance, Policies, and Peer Benchmarking
- Say‑on‑pay support: 93.7% approval at the 2024 annual meeting, signaling investor endorsement of the revised program design .
- Compensation peer group: Retail/industrial distributors (e.g., AutoZone, O’Reilly, Grainger, LKQ, Tractor Supply); updated in Aug 2024 to better align with size/industry parameters .
- Equity plan/dilution: 2025 proposal increased the 2023 Omnibus share reserve; potential overhang would rise from ~4.5% to ~7.8% upon approval, supporting continued equity-based retention across executives (including new hires) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (pledging allowed only with stringent preconditions), reducing misalignment risk .
- No single‑trigger vesting or option repricing: Limits windfalls and risk-taking incentives .
- Clawback: Adopted and in force; no 2024 recoupments triggered .
- Related‑party transactions: None involving directors/executive officers disclosed for 2024 .
Investment Implications
- Alignment/retention: Ownership guidelines (2x salary for EVPs) plus 50% net‑share retention until compliant, hedging/pledging limits, double‑trigger CIC, and clawbacks point to high alignment and lower near‑term selling pressure from new executives like Vining as they build required ownership .
- Incentive stringency in turnaround: With STI and LTI tied to operating income, comp-store sales, and relative TSR (capped when absolute TSR is negative), realized pay is sensitive to execution—this supports disciplined capital allocation and de‑risking under the GC’s governance remit .
- Dilution vs. talent market: The larger share pool (potential overhang ~7.8%) provides currency to secure/retain critical talent; monitoring Form 4 activity and grant sizing upon 2025/2026 disclosure will be important for assessing future insider supply dynamics .
Note: Mr. Vining’s specific 2025 compensation, ownership, and any Form 4 activity were not disclosed in the 2025 proxy; conclusions above rely on company-wide policies and program design. All claims are sourced to AAP filings and company communications.