Thomas Seboldt
ADVANCE AUTO PARTSAbout Thomas W. Seboldt
Thomas W. Seboldt (age 58) is an independent director of Advance Auto Parts, appointed in March 2024. He is President of Seboldt Consulting Services LLC (since January 2019), and previously spent over three decades at O’Reilly Automotive, culminating as Vice President of Merchandising. He serves on the Nominating & Corporate Governance Committee and brings deep aftermarket merchandising expertise and trade association leadership (CAWA and Auto Care Association) to AAP’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Reilly Automotive, Inc. | Various roles including Vice President, Merchandising | 1987–Nov 2018 | Deep merchandising and category management expertise relevant to AAP’s strategic focus areas |
| Seboldt Consulting Services LLC | President | Jan 2019–present | Advises automotive industry participants; independent perspective on aftermarket dynamics |
External Roles
| Organization | Role/Capacity | Tenure | Notes |
|---|---|---|---|
| California Automotive Wholesalers’ Association (CAWA) | Board roles including President, Vice President, Executive Committee member, Treasurer | Not disclosed | Prominent industry association leadership; adds governance and industry network value |
| Auto Care Association | Board service | Not disclosed | Provides insight into aftermarket trends and standards |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; not a committee chair .
- Independence: Board determined Seboldt (and all directors except the CEO) to be independent under NYSE listing standards .
- Attendance and engagement: In 2024, the Board met 10 times and “each incumbent director attended 75% or more” of Board and applicable committee meetings; Nominating & Corporate Governance met 6 times in 2024; independent directors hold regular executive sessions led by the independent Chair .
- Board evaluation: Independent third-party interviews and reporting to the full Board; Nominating Committee coordinates annual evaluations of Board and committees .
- Conflicts policy and related-party oversight: Annual questionnaires, mandatory disclosure and abstention procedures; no related party transactions with directors or executive officers in 2024 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director retainer; chairs receive additional retainers (Audit $25k; Compensation $20k; Nominating $17.5k; Finance $17.5k); independent Board Chair receives an additional $200k |
| Cash earned (Seboldt, 2024) | $116,667 | Pro-rated cash for service beginning March 2024 across 2023–2024 and 2024–2025 Board terms |
| Equity grant (annual) | $165,000 | Issued as DSUs shortly after annual meeting; directors may defer cash retainers into DSUs |
| DSUs granted (June 4, 2024) | 2,952 units | Seboldt received a larger DSU count reflecting annual retainer plus prorated 2023–2024 service (others standard 2,530 DSUs) |
| Stock awards (Seboldt, 2024) | $192,500 | Grant date fair value in 2024; DSU valuation per ASC 718 |
| Total (Seboldt, 2024) | $309,167 | Cash + stock awards |
DSU program: Each DSU equals one common share; dividends credit into additional DSUs; shares distributed after board service ends or per deferral election .
Performance Compensation
| Element | Metrics | Payout Basis |
|---|---|---|
| Director program | None disclosed | AAP’s director compensation is cash retainer plus DSUs; no performance-contingent metrics for directors |
Other Directorships & Interlocks
- Current public company boards: None .
- Private/association boards: CAWA and Auto Care Association (various leadership roles) .
- Interlocks/potential conflicts: Prior senior role at O’Reilly Automotive (competitor) enhances merchandising expertise; Board determined independence and disclosed no related-party transactions in 2024 .
Expertise & Qualifications
- 30+ years in automotive retail; deep merchandising leadership at O’Reilly Automotive aligns with AAP’s margin and assortment priorities .
- Governance and industry leadership via CAWA and Auto Care Association boards; experience with executive committee responsibilities .
- Service on AAP’s Nominating & Corporate Governance Committee contributes to succession planning, board evaluation, sustainability oversight, and conflict review .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (record date Mar 17, 2025) | 8,713 shares | As reported; includes DSUs/options/RSUs exercisable or vesting within 60 days per SEC rules |
| DSUs outstanding (FY 2024 year-end) | 2,984 units | Outstanding deferred stock units as of Dec 28, 2024 |
| DSUs issuable within 60 days (record date) | 3,000 units | DSUs counted toward beneficial ownership breakdown as of Mar 17, 2025 |
| Shares outstanding (record date) | 59,833,137 shares | Basis for ownership calculations |
| Ownership % of shares outstanding | ~0.0146% | Computed: 8,713 ÷ 59,833,137 (derived from reported values) |
| Hedging/pledging | Prohibited (pledging only in limited, stringent cases) | Applies to directors and employees; reinforces alignment |
| Director ownership guideline | 6× annual cash retainer (i.e., $600,000 of AAP stock value) | Five-year compliance window; retain 50% of net vested equity until met |
| Compliance status | In compliance | Company states all directors and executives currently comply or are projected to comply by deadlines |
Governance Assessment
- Board effectiveness: Seboldt strengthens merchandising discipline and aftermarket insight at a time AAP is focused on margin recovery and product lifecycle management; his role on the Nominating & Corporate Governance Committee supports succession planning, board evaluation, sustainability communications, and conflict oversight .
- Alignment and incentives: Director pay structure (cash + DSUs) and robust stock ownership guidelines (6× retainer; 50% retention until met) align interests with shareholders; prohibitions on hedging/pledging and DSU distribution post-service further reinforce long-term orientation .
- Independence and conflicts: The Board affirmed his independence under NYSE standards; 2024 had no related-party transactions; potential perceived conflict from prior competitor employment is mitigated by independence and governance controls .
- Attendance and engagement: Board and committee attendance thresholds were met (≥75%); Board held 10 meetings, and the Nominating & Corporate Governance Committee met 6 times in 2024; independent director executive sessions occurred regularly .
- RED FLAGS: None material disclosed. One administrative note—Seboldt had a Form 5 filing to report certain dividend transactions (permissible aggregation), not a late Form 4; Windom had a Form 4 one day late. No hedging/pledging issues, no related-party transactions, no excise tax gross-ups, and no option repricing observed .
Overall: Seboldt’s domain expertise and independence support board effectiveness in merchandising and governance. Ownership policies and DSU structure provide alignment signals; absence of related-party transactions and robust committee oversight reduce conflict risk. No adverse attendance or pay anomalies are disclosed .