Constantino Spas Montesinos
AUTOZONEAbout Constantino Spas Montesinos
Independent director at AutoZone, Inc. (AZO) since 2025; age 55. He serves as CEO of the Proximity Americas and Mobility Division of FEMSA, with prior senior roles at Coca‑Cola FEMSA including Chief Financial Officer and CEO of Strategic Businesses; the Board identifies his core credentials as finance/accounting expertise, international markets, and strategy/business development . He is independent under NYSE rules, sits on Audit and Nominating & Corporate Governance committees, and all directors attended at least 75% of Board and assigned committee meetings in FY25; Audit Committee members (including Spas) are deemed “audit committee financial experts” and financially literate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coca‑Cola FEMSA (FEMSA affiliate) | Chief Financial Officer; CEO, Strategic Businesses | Joined 2018; senior roles since then | Built robust financial and strategic capabilities aligned with AutoZone’s Board skills matrix (finance/international/strategy) |
| FEMSA (Proximity Americas & Mobility Division) | Chief Executive Officer | Current (disclosed in 2025 proxy) | Direct leadership of large multi-country retail/mobility operations; enhances Board’s international and B2B perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) | CEO, Proximity Americas & Mobility Division | Current | Oversees the largest small-format store chain in Latin America by number of stores and Coca‑Cola FEMSA bottling scale by volume |
| Coca‑Cola FEMSA | CFO; CEO, Strategic Businesses | Since 2018 (roles during tenure) | Senior finance and business leadership relevant to AZO’s audit/strategy oversight |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence status: Board affirmatively determined Spas is independent under AZO Corporate Governance Principles, NYSE listing standards, and applicable law .
- Attendance: All directors attended at least 75% of Board and assigned committee meetings in FY25; Board held 4 meetings; Audit met 9 times; Nom‐Gov met 4 times .
- Engagement and oversight: Independent directors meet in executive session at each regularly scheduled Board meeting; Lead Independent Director presides and has defined responsibilities to strengthen independent oversight .
- Director skills: Finance/accounting, international operations, strategy/business development (per nominee profile); Audit members are “financial experts” .
Fixed Compensation
Program terms for AZO non‑employee directors:
| Component | FY25 Program Terms | Notes |
|---|---|---|
| Annual Retainer (cash/equity) | $270,000 | No meeting fees; directors may elect up to $100,000 cash for 2025, remainder RSUs; in 2025 all directors elected full RSUs |
| Audit Committee Member fee | $15,000 | Additional fee for Audit members; Audit Chair $30,000 |
| Nominating & Corporate Governance Committee Member fee | $0 | Only Chair receives $20,000 |
| Equity instrument | Immediately vested RSUs; settlement upon separation, or director election at 1st/5th anniversary | RSUs typically granted January 1; prorated grants for mid‑year appointments |
FY25 actual compensation (grant‑date fair value):
| Name | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Constantino Spas | — | 169,435 | 169,435 |
- Mix: All directors elected to receive 2025 compensation fully in RSUs; no cash taken .
- Settlement: RSUs paid in AZO shares per elected timing rules; payable no later than the 15th day of the third month following end of the tax year in which payment date occurs .
Performance Compensation
- AutoZone does not disclose performance‑based pay elements (e.g., PSUs/TSR metrics) for non‑employee directors; director compensation consists of retainer and role‑based fees delivered primarily in RSUs and is not tied to operating/TSR goals .
| Performance Metric | Target | Measurement | Payout Mechanism |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Overlap/Transaction | Board’s Independence Determination |
|---|---|---|---|
| FEMSA (Proximity Americas & Mobility) | CEO | In FY25, a FEMSA affiliate purchased automotive parts/accessories from AutoZone de Mexico (ordinary course, arms‑length) | Board concluded transactions were not material and did not materially benefit any director; Spas affirmed independent |
- No other public company directorships for Spas were disclosed in the 2025 proxy nominee biography .
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Finance/Accounting | Nominee profile; Audit Committee member; Board determined all Audit members meet SEC “audit committee financial expert” qualifications |
| International markets | Senior leadership across Latin American markets at FEMSA/Coca‑Cola FEMSA |
| Strategy/Business development | CEO/strategic leadership roles; Board skills profile for Spas emphasizes strategy |
Equity Ownership
| Instrument | Outstanding as of Aug 30, 2025 |
|---|---|
| Restricted Stock Units (RSUs) | 45 |
| Stock Units (legacy plans) | — |
- Director stock ownership guideline: Must own AZO stock and/or RSUs equal to 7x the cash Annual Retainer within 5 years of joining the Board; Board states each director meets or exceeds obligations under the requirement as of the proxy date .
- Anti‑hedging/pledging: Directors, officers, and employees are prohibited from pledging AZO securities or engaging in hedging transactions (equity swaps, prepaid forwards, puts/calls other than employee options, short sales) .
Governance Assessment
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Committee effectiveness: Dual membership on Audit and Nom‑Gov positions Spas at the center of financial oversight (integrity of financials, internal audit, cybersecurity) and board composition/governance (HCM oversight, board evaluations, governance document updates) . Audit membership carries “financial expert” designation, strengthening board oversight credibility .
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Independence and conflicts: Spas’ executive role at FEMSA coincides with ordinary‑course purchases from AutoZone de Mexico by a FEMSA affiliate; the Board reviewed and concluded these transactions are arms‑length and immaterial, and affirmed Spas’ independence under NYSE and AZO governance standards . This limits related‑party exposure though investors should monitor ongoing commercial scale to ensure continued immateriality.
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Attendance/engagement: FY25 attendance threshold met across directors; executive sessions at every regularly scheduled Board meeting and a defined Lead Independent Director role support independent oversight and board discipline .
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Director pay alignment: 2025 compensation taken fully in RSUs, with settlement deferred—this enhances ownership alignment and long‑term orientation; no meeting fees, modest role‑based fees, and clear stock ownership requirements further align incentives with shareholders .
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Shareholder signals: Say‑on‑pay support exceeded 89% in the most recent cycle—indicative of broader investor confidence in AZO’s compensation governance, though this pertains to executive pay rather than director compensation .
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RED FLAGS:
- Related‑party proximity: FEMSA affiliate commerce with AutoZone de Mexico (currently non‑material per Board review). Transparency is good, but ongoing monitoring warranted for scale or terms changes .
- No material other red flags disclosed: No pledging/hedging permitted, no loans, and no material related‑party transactions requiring disclosure in FY25 per policy review .