Brian P. Hannasch
AUTOZONEAbout Brian P. Hannasch
Brian P. Hannasch, age 59, has served on AutoZone’s Board since 2022 and was elected Lead Independent Director in 2025. He is independent under NYSE rules and AutoZone’s Corporate Governance Principles. Hannasch’s credentials include ten years as CEO of Alimentation Couche-Tard (Circle K) with deep expertise in retail operations and international expansion, and he currently serves as Special Advisor to Couche-Tard’s CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alimentation Couche-Tard | President & CEO | Sep 2014 – Sep 2024 | Led global fuel and convenience retail expansion in Europe and Asia; extensive operational leadership |
| Alimentation Couche-Tard | COO; SVP U.S. Operations; SVP Western North America | 2001 – 2014 | Operational leadership across geographies; scaled international operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alimentation Couche-Tard | Director | 2014 – present | Public company board experience; retail operations insights |
| Alimentation Couche-Tard | Special Advisor to CEO | 2024 – present | Advisory capacity post-CEO tenure |
Board Governance
- Independence: Board affirmed Hannasch has no material relationship with AutoZone other than as a director; he is independent under NYSE standards and company principles .
- Lead Independent Director responsibilities: Presides over executive sessions each regular meeting; can call meetings of independent directors; approves agendas with the Chair; liaison with shareholders upon reasonable request; chairs Board meetings when Chair not present .
- Committee membership: Compensation Committee member (independent); Compensation Committee met 7 times in FY25 .
- Attendance: Board held 4 meetings in FY25; all directors attended at least 75% of Board and assigned committee meetings; executive sessions occur with Lead Independent Director presiding .
- Board composition: Majority independent; Hannasch designated “Lead” on director slate .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 270,000 | Standard for non-employee directors |
| Lead Independent Director Fee | 35,000 | Additional fee for LID |
| Committee Member Fee (Compensation Committee) | — | No member fee disclosed for Compensation Committee (only chair fees for some committees) |
| Meeting Fees | — | None; no meeting fees |
| FY25 Total (form of RSUs) | 305,000 | Hannasch elected full RSUs; no cash |
- Program design: Non-employee director compensation delivered as immediately vested RSUs, typically granted on January 1; directors could elect up to $100,000 cash in 2025 but all elected full RSUs .
Performance Compensation
- No performance-based pay elements disclosed for directors (no bonus metrics or options). RSUs are immediately vested at grant with settlement deferred to separation or elected anniversary dates; not tied to operating metrics .
Other Directorships & Interlocks
| Company | Relationship to AZO | Potential Interlock/Exposure | Board Conclusion |
|---|---|---|---|
| Alimentation Couche-Tard (Circle K) | AZO purchased miscellaneous goods from Circle K in FY25 | Ordinary-course transactions where Hannasch is Special Advisor | Determined immaterial; independence maintained |
Expertise & Qualifications
- CEO experience; retail operations; international expansion; strategy and governance insights relevant to AutoZone’s omni-channel, supply chain, and global footprint .
- Board leadership experience (public company director at Couche-Tard) .
Equity Ownership
| Ownership Category | Shares/Units | Notes |
|---|---|---|
| Common Shares | 399 | Direct beneficial ownership |
| Restricted Stock Units (RSUs) | 416 | Outstanding RSUs for director compensation |
| Stock Units (predecessor plan) | — | None listed for Hannasch |
| Total Beneficial Ownership | 815 | Less than 1% of shares outstanding |
| Shares Outstanding Reference | 16,632,663 | As of Oct 20, 2025 |
| Hedging/Pledging | Prohibited | Anti-hedging/pledging policy applies to directors |
| Stock Ownership Guidelines | 7x cash retainer | Must meet within five years; all directors meet/exceed |
Governance Assessment
- Strengths: Independent LID with clearly defined responsibilities; robust engagement framework; independent composition of standing committees; active compensation oversight; anti-hedging/pledging policy; director stock ownership guidelines requiring 7x retainer—met by all directors .
- Attendance and engagement: Regular executive sessions at each Board meeting under LID; all directors ≥75% attendance; off-season shareholder engagement with outreach to investors representing ~65% of shares .
- Compensation alignment: Director pay delivered in equity (RSUs), emphasizing alignment; no meeting fees; LID fee modest; FY25 total $305,000 for Hannasch .
- Potential conflicts: Ordinary-course transactions with Circle K (Couche-Tard) where Hannasch is Special Advisor; Board assessed as immaterial and independence maintained—monitor as related-party exposure .
- Shareholder signals: Say-on-pay support improved to over 89% of votes cast; ratification of auditor received over 91% support prior year—supports governance confidence, though focused on executive pay and audit oversight .
RED FLAGS: None material disclosed. Note ordinary-course purchases from Circle K (affiliated with Hannasch) were reviewed and deemed immaterial; continue monitoring for changes in scope or terms .
Positive Signals: Elevation to Lead Independent Director; equity-heavy director pay; strong independence posture; formalized committee cybersecurity oversight; enhanced governance disclosures and third-party board evaluations .