John Ferraro
ADVANCE AUTO PARTSAbout John F. Ferraro
John F. Ferraro, age 69, has served on Advance Auto Parts’ Board since February 2015 and is an independent director designated by the Board as an audit committee financial expert. He is the former Global Chief Operating Officer of Ernst & Young, where he practiced as a CPA for 35 years and served on EY’s Global Executive Board for over a decade. Ferraro is Chair of AAP’s Audit Committee and previously served as AAP’s independent Lead Director from November 2015 to May 2016; he also founded RP Intellectual Partners LLC in November 2022 and briefly served as EVP, Strategy & Sales at Aquilon Energy Services in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Chief Operating Officer; Global Vice Chair, Audit; Partner | 2007–2014 (COO); Partner through Jan 2015; EY tenure since 1976 | Financial leadership, governance, audit oversight; served on EY’s Global Executive Board >10 years |
| Aquilon Energy Services | EVP, Strategy & Sales | Feb–Jul 2019 | Strategy and sales leadership in energy software/services |
| RP Intellectual Partners LLC | Founder | Nov 2022–present | Advisory/investment platform (successor to part of Alpha Alpha Intellectual Partners LLC) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Flavors & Fragrances Inc. (IFF) | Director | Since May 2015 | Public company board |
| ManpowerGroup Inc. | Director | Since Jan 2016 | Public company board |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards; Ferraro is independent .
- Committee assignments: Audit Committee Chair (members: Ferraro, Bailo, Hilson, Smith). The Audit Committee met 12 times in 2024 and oversees financial reporting integrity, auditor oversight, internal audit, compliance, cybersecurity and privacy risk .
- Board activity and attendance: The Board met 10 times in 2024; each incumbent director attended at least 75% of Board and committee meetings. Independent directors hold regular executive sessions, presided over by the independent Chair (Eugene I. Lee, Jr.) .
- Governance policies: Prohibitions on hedging and, unless stringent requirements are met, pledging by directors; robust stock ownership guidelines; majority voting; independent Chair; annual evaluations; proxy access .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-management director retainer |
| Audit Committee Chair retainer | $25,000 | Additional annual chair fee |
| 2024 fees earned (Ferraro) | $125,000 | Cash fees received/deferred for 2024 |
| 2024 equity grant (DSUs) | $165,000 | Granted shortly after the annual meeting; DSUs valued at grant date |
| 2024 total director compensation (Ferraro) | $290,000 | Sum of cash and equity |
Program notes:
- Annual director equity is awarded in DSUs valued at $165,000; DSUs are distributed in common shares after director’s service ends; pro-rata vesting applies if service ends within a year of grant .
- Directors may elect to defer some/all retainers into DSUs; dividends accrue into additional DSUs .
Performance Compensation
| Equity Vehicle | Grant Date | Shares/Units | Grant-Date Value | Vesting/Distribution | Performance Link |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) – annual director grant | Jun 4, 2024 | 2,530 | $165,000 | Distributed after service ends; pro-rata vesting on early departure | None (time/deferred; no performance metric) |
| Ferraro – 2024 Stock Awards (DSUs) | 2024 | n/a | $165,000 | As above | None |
- AAP’s equity plans include clawback provisions applicable to awards and prohibit repricing of options without stockholder approval; minimum 1-year vesting standard applies to equity awards (limited exceptions) .
Other Directorships & Interlocks
| Company | Relationship to AAP | Potential Interlock/Conflict Disclosure |
|---|---|---|
| International Flavors & Fragrances Inc. | Unrelated consumer ingredients company | No related-party transactions disclosed for AAP in 2024 |
| ManpowerGroup Inc. | Unrelated workforce solutions provider | No related-party transactions disclosed for AAP in 2024 |
- Related party transaction oversight is led by the Nominating & Corporate Governance Committee; no director/executive related-party transactions occurred in 2024 .
Expertise & Qualifications
- Audit committee financial expert; extensive financial, corporate management, governance, and public policy experience; marketing and corporate strategy expertise; 35-year CPA practice history .
- Audit Committee remit includes cybersecurity and privacy risk—relevant technical oversight given current risk environment .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Ferraro outstanding DSUs | 20,205 | As of FY2024 year-end |
| Shares outstanding (record date) | 59,833,137 | As of Mar 17, 2025 |
| Ownership as % of outstanding | ~0.034% | Computed from DSUs/shares outstanding (20,205 ÷ 59,833,137) |
| Director ownership guideline | 6x annual cash retainer | DSUs and unvested time-based RSUs count; not options or PSUs |
| Compliance status | In compliance | “All of our executive officers and directors are currently in compliance” |
| Hedging/pledging | Prohibited (pledging only in very limited, stringent cases) | Policy applies to directors and employees |
Governance Assessment
- Strengths: Independent director and Audit Chair with audit financial expert designation; high engagement (Audit Committee met 12 times); oversight spans financial reporting, compliance, internal audit, and cybersecurity; robust ownership requirements and prohibitions on hedging/pledging; no 2024 related-party transactions disclosed; say‑on‑pay support at 93.7% in 2024 indicates broad investor alignment with compensation governance .
- Compensation alignment: Director pay is balanced with cash retainer plus fixed DSUs; within AAP’s director cap ($750,000 maximum combined cash/equity per year) and standard chair fees; Ferraro’s 2024 total ($290,000) is consistent with Audit Chair responsibilities .
- Independence and attendance: Board independence affirmed; each incumbent director met at least the 75% attendance threshold; independent Chair leads executive sessions—supportive of effective oversight .
- Monitoring items (not red flags): Multiple public board roles (IFF, ManpowerGroup) imply meaningful time commitments; continue monitoring attendance and committee workload given Audit’s expansive risk remit .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging permitted, and strong clawback/anti-repricing provisions embedded in AAP’s equity plan .