Joan Hilson
ADVANCE AUTO PARTSAbout Joan M. Hilson
Joan M. Hilson (age 65) has served as an independent director of Advance Auto Parts since March 2022. She is Chief Operating & Financial Officer of Signet Jewelers Ltd., bringing over 35 years of finance and specialty retail leadership, and is designated by the Board as an Audit Committee financial expert. She currently chairs AAP’s Finance Committee and serves on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signet Jewelers Ltd. | Chief Operating & Financial Officer | Oct 2024–present | Led transformation focused on profitable growth, capital management, real estate optimization, and market share expansion |
| Signet Jewelers Ltd. | Chief Financial & Strategy Officer | Mar 2021–Oct 2024 | Strategy leadership and capital allocation |
| Signet Jewelers Ltd. | Chief Financial Officer | Apr 2019–present | Enterprise finance leadership |
| David’s Bridal Inc. | Chief Financial Officer | 2014–2019 | Turnaround in specialty retail |
| American Eagle Outfitters, Inc. | EVP & Chief Financial Officer; other senior finance roles | 2005–2012 | Specialty retail finance operations |
| Limited Brands, Inc. (Victoria’s Secret Stores) | Executive VP & CFO; roles in financial reporting, planning, and merchandise planning | pre-2005 (years not specified) | Division-level finance leadership |
| Sterling Jewelers (now Signet) | Controller | 1985–1992 | Early leadership in jewelry retail finance |
| Coopers & Lybrand LLP | Auditor | Early career | Foundational accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards; Hilson is independent.
- Committee assignments: Finance Committee (Chair); Audit Committee member.
- Meeting cadence (2024): Board met 10 times; Audit met 12 times; Finance met 4 times.
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting.
- Executive sessions: Independent directors held regular executive sessions, presided over by the independent Chair.
- Audit committee financial expert: Hilson designated as an audit committee financial expert.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director retainer |
| Finance Committee Chair fee | $17,500 | Annual chair retainer |
| Total cash fees (2024) | $117,500 | Per director compensation table |
| Annual equity (DSUs) grant value | $165,000 | Granted shortly after annual meeting; DSUs vest in service; payable post-service |
| 2024 DSUs granted (June 4, 2024) | 2,530 units | Valued at $165,000 on grant date |
Directors may elect to defer cash retainers into DSUs; DSUs accrue dividend equivalents and are delivered in stock post-service. The independent Board Chair receives an additional $200,000 cash retainer; committee chair fees vary by committee.
Performance Compensation
- AAP does not use performance-conditioned equity or cash incentives for non-employee director compensation; annual director equity is delivered as DSUs with service-based vesting only. No per-meeting fees are paid.
Other Directorships & Interlocks
- Current public company boards: None.
- Potential interlocks/conflicts: None disclosed; Nominating and Corporate Governance Committee oversees related party transactions and independence impacts.
Expertise & Qualifications
- 35+ years of finance leadership in specialty retail; multi-division and enterprise CFO experience.
- Audit committee financial expert designation.
- Transformation leadership: innovation, capital management, real estate optimization, market share expansion.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Outstanding DSUs at FY2024 end | 6,147 | As of December 28, 2024 |
| Director stock ownership guideline | 6x annual cash retainer | Must be met within five years; retain 50% of net shares until compliant |
| Compliance status | All directors currently in compliance | Company-wide statement (includes directors) |
| Hedging/pledging policy | Prohibited (pledging only in limited cases with stringent requirements) | Applies to all employees and directors |
Governance Assessment
- Effectiveness: As Finance Committee Chair, Hilson oversees capital structure, financing arrangements, major banking relationships, and financial planning; combined Audit membership provides strong financial oversight leverage. 2024 committee activity (Finance: 4; Audit: 12) indicates structured engagement.
- Independence/attendance: Independent status and ≥75% meeting attendance support engagement quality; presence at annual meeting strengthens shareholder accountability.
- Alignment: Director compensation mix balances fixed cash ($117,500 in 2024) with equity ($165,000 DSUs), with robust ownership guidelines and anti-hedging/pledging policies, signaling alignment with shareholders.
- Conflicts/related-party: Company reported no related party transactions involving directors or executive officers in 2024; oversight processes require disclosure and committee review of any potential conflicts.
- Red flags: None disclosed regarding attendance, related-party transactions, hedging/pledging, or pay anomalies. Time-commitment consideration exists given her full-time executive role at Signet, but Board-level attendance thresholds were met and committee responsibilities were active in 2024.