Claire R. McDonough

About Claire R. McDonough

Claire R. McDonough (age 44) is an independent director of AutoZone (AZO) appointed in FY25, serving on the Audit and Compensation Committees . She is Chief Financial Officer of Rivian Automotive, Inc., and previously was a Managing Director in Investment Banking and co-head of the Disruptive Commerce Group at J.P. Morgan (Apr 2019–Jan 2021) . The Board affirmatively determined she is independent under AZO Corporate Governance Principles and NYSE standards .

Past Roles

External Roles

Board Governance

• Independence, attendance, and engagement:
  • Board determined Ms. McDonough and all independent nominees have no material relationship other than Board service; all are independent under AZO principles, NYSE rules, and applicable law .
  • FY25 Board held 4 meetings; independent directors met in executive session at each regular meeting; all directors attended at least 75% of Board and assigned committee meetings; all standing for election were present at the prior annual meeting .
• Committees and chair roles:
  • Audit Committee: 9 meetings; members include Linda A. Goodspeed (Chair), Michael A. George, Claire R. McDonough, George R. Mrkonic, Jr., Constantino Spas; all members deemed “audit committee financial experts” and financially literate; oversight includes financial reporting, internal audit, auditor independence, and cybersecurity/information security/service continuity .
  • Compensation Committee: 7 meetings; members include George R. Mrkonic, Jr. (Chair), Michael A. George, Brian P. Hannasch, Claire R. McDonough; all members meet enhanced SEC/NYSE independence requirements; oversees executive and director compensation, incentive plans, and alignment with strategy and HCM .
  • Nominating & Corporate Governance Committee (for context): 4 meetings; oversight of board refreshment, governance policies, and corporate responsibility .
• Board leadership & evaluation:
  • Lead Independent Director responsibilities codified; succession and refresh actions highlighted in FY25; independent third‑party board evaluation conducted in FY24 .

Fixed Compensation

• Structure and components:
  • Annual cash retainer: $270,000; additional fees: Lead Director $35,000; Audit Chair $30,000; Audit Member $15,000; Compensation Chair $25,000; Nominating & Corporate Governance Chair $20,000; no meeting fees .
  • Delivery: Non‑employee directors receive compensation in immediately vested RSUs under the 2020 Omnibus Incentive Plan; directors may elect up to $100,000 in cash but in 2025 all directors elected to receive compensation entirely in RSUs; RSUs are settled upon separation or on 1st/5th anniversary per election .
• FY25 director compensation (individual):
  • Ms. McDonough: Fees in cash $0; Stock awards $198,307; Total $198,307 (prorated for April appointment and committee memberships; Audit member fee applies; Comp committee membership has no member fee) .

• Outstanding director RSUs at FY25 year‑end: 56 units .

Performance Compensation

• AutoZone does not use performance‑conditioned equity or options for directors; compensation is retainer/role‑based and delivered primarily in RSUs (immediately vested, deferred settlement) .
• Performance metrics are not applied to director compensation; no meeting fees and no performance modifiers are disclosed for directors .

Other Directorships & Interlocks

• Related person transaction policy requires Audit Committee prior review; FY25 concluded no material related party transactions requiring disclosure; independence maintained .

Expertise & Qualifications

• Skills: Finance/Accounting; Strategy & Business Development; Automotive innovation .
• Audit Committee membership with financial expert designation alongside peers; aligns with AZO’s stated need for financial expertise and technology risk oversight (cybersecurity now memorialized in Audit Charter) .

Equity Ownership

• Beneficial ownership (as of Oct 20, 2025): 56 Restricted Stock Units; total holdings 56; less than 1% of shares outstanding .
• Director ownership guidelines: required to hold stock/RSUs equal to 7× the cash annual retainer within 5 years of joining the Board; AZO states each director meets or exceeds obligations as of the proxy date .
• Anti‑hedging/pledging: AZO policy prohibits directors, officers, and employees from hedging or pledging AZO securities; includes bans on derivatives/short sales/margin accounts .

Governance Assessment

• Board effectiveness and alignment:
  • Strong governance posture with refreshed composition (appointment of McDonough in April 2025) and committee rotations; explicit leadership succession and third‑party evaluations in FY24 support board effectiveness .
  • McDonough’s finance and EV industry expertise is additive to Audit oversight (including cybersecurity) and Compensation governance; Audit and Compensation committees are fully independent with clear charters and meeting cadence .
• Independence and conflicts:
  • Independence affirmed; no ordinary‑course or related‑party transactions involving McDonough disclosed; AZO’s policy framework (Code of Conduct; Related Person Transaction Policy; anti‑hedging/pledging) mitigates conflict risk .
• Attendance/engagement:
  • All directors met at least 75% attendance thresholds, and independent executive sessions were held at each regular Board meeting—supporting engagement despite McDonough’s concurrent CFO role at Rivian .
• Compensation alignment and shareholder signals:
  • Director pay structure is simple and equity‑aligned (RSUs with deferred settlement and robust ownership requirements); no meeting fees; FY25 Say‑on‑Pay support exceeded 89%—indicative of shareholder confidence in compensation governance .

RED FLAGS: None identified in filings for McDonough. No related‑party transactions, no hedging/pledging, independence affirmed, and attendance thresholds met .