Earl G. Graves, Jr.
AUTOZONEAbout Earl G. Graves, Jr.
Earl G. Graves, Jr., 63, has served on AutoZone’s Board since 2002 and is an independent director. He is President and CEO of Black Enterprise (since January 2006), and previously served as its President and COO (1998–2006), having been with the company since 1988. His core credentials include CEO experience, marketing, human capital management, and digital strategy; he chaired AutoZone’s Nominating & Corporate Governance Committee in FY25 and previously served as Lead Independent Director in FY24 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Enterprise | President & CEO | Jan 2006–present | Leads strategy, marketing, digital; deep HCM experience |
| Black Enterprise | President & COO | 1998–2006 | Operational leadership |
| Black Enterprise | Various roles | Since 1988 | Long-term media leadership |
External Roles
- No public company directorships were disclosed for Mr. Graves in the “Public Directorships (last five years)” section of his biography page .
Board Governance
- Committee assignments and leadership (FY25):
- Nominating & Corporate Governance Committee (Chair); meetings held in FY25: 4; all members independent .
- Independence and leadership:
- The Board affirmatively determined Mr. Graves is independent under NYSE and company standards .
- Lead Independent Director rotated from Mr. Graves (FY24) to Brian P. Hannasch in FY25, reflecting planned leadership refreshment .
- Board and committee attendance:
- Board met 4 times in FY25; all directors attended at least 75% of board and assigned committee meetings; independent directors held executive sessions at each regularly scheduled meeting .
- Related-party and conflicts oversight:
- No material related party transactions requiring disclosure for FY25; Board maintains a Related Person Transaction Policy overseen by the Audit Committee .
Committee Roles (FY25)
| Committee | Role | Meetings FY25 | Independence |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | All members independent |
| Audit | Not a member | 9 (committee total) | All members independent |
| Compensation | Not a member | 7 (committee total) | All members independent |
Fixed Compensation
- Structure (effective Jan 1, 2024):
- Annual Retainer: $270,000; Additional Fees: Lead Independent Director $35,000; Audit Chair $30,000; Audit Member $15,000; Compensation Chair $25,000; Nominating & Corporate Governance Chair $20,000. No meeting fees .
- All non-employee directors elected to receive 100% of their retainer/fees in immediately vested RSUs in 2025 (Cash Election available up to $100,000) .
| Component | Amount ($) |
|---|---|
| Annual Retainer | 270,000 |
| NomGov Chair Fee (Graves) | 20,000 |
| Lead Independent Director Fee (FY24, not FY25) | 35,000 |
Performance Compensation
- Directors’ equity is not performance-based. RSUs vest immediately at grant and are settled upon board departure or at the director’s election on the first or fifth anniversary of grant; 2025 grants were in RSUs (all directors elected RSUs over cash) .
- Anti-hedging/anti-pledging policies prohibit pledging, margin accounts, and hedging transactions by directors, reinforcing alignment with shareholders .
| Award Mechanics | Details |
|---|---|
| Vehicle | Immediately vested RSUs (settled in stock) |
| Settlement timing | Upon board departure, or 1st/5th anniversary if elected |
| Cash election | Up to $100,000 cash; all directors elected full RSUs in 2025 |
| Hedging/pledging | Prohibited by policy |
Director Compensation (Graves) – Year over Year
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Paid in Cash ($) | — | — | — |
| Stock Awards ($) | 305,000 | 325,000 | 290,000 |
| Total ($) | 305,000 | 325,000 | 290,000 |
- Mix and changes: FY2024 included both Lead Independent Director ($35k) and NomGov Chair ($20k) fees on top of the $270k retainer (total $325k), while the FY2025 total ($290k) reflects retainer plus NomGov Chair fee after leadership rotation away from the Lead Independent role .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Mr. Graves’ biography page did not list public directorships in the last five years |
Expertise & Qualifications
- CEO leadership (media), marketing, customer insights, brand awareness, human capital management, and digital strategy .
- Board skill matrix reflects board-wide strengths in leadership, financial literacy, strategy, and risk management; Graves’ distinct strengths include CEO, marketing, HCM .
Equity Ownership
- Stock ownership guidelines: Directors must hold shares/RSUs valued at 7x the cash portion of the annual retainer within five years; as of the proxy date, each director met or exceeded the requirement .
- Anti-hedging/anti-pledging: Directors prohibited from pledging/margin accounts/hedging; no pledging disclosed .
| As-of Date | Shares | Stock Units (Deferred) | Restricted Stock Units | Total Beneficial | Ownership % |
|---|---|---|---|---|---|
| Oct 20, 2025 | — | 3,417 | 5,048 | 8,466 | * (<1%) |
- Outstanding RSUs/Stock Units (FY25 year-end): RSUs 5,048; Stock Units 3,417 .
Say-On-Pay & Shareholder Feedback
- 2024 Annual Meeting vote results (Dec 18, 2024): Say-on-Pay approved (For: 12,708,684; Against: 1,474,939; Abstain: 39,260; Broker non-votes: 934,793) .
- Governance engagement: The Board reported recent actions in response to shareholder feedback (enhanced disclosures; formalized oversight of corporate responsibility; board skillset matrix; third-party board evaluation cadence) .
Governance Assessment
-
Strengths for investor confidence:
- Independent director since 2002 with deep board/process knowledge; chairs NomGov, overseeing board evaluations, refresh, and corporate responsibility practices .
- Clean conflicts profile: no material related party transactions requiring disclosure for FY25; Graves not cited among ordinary-course relationships flagged for independence review .
- Strong alignment: 100% RSU compensation in FY25; immediate vesting with deferred settlement; stringent anti-hedging/anti-pledging; rigorous ownership guidelines with compliance .
- Attendance and engagement: all directors ≥75% attendance; executive sessions at each regular meeting .
-
Watch items:
- Tenure >15 years can raise refreshment concerns; the Board explicitly addresses this via third-party evaluations and recent appointments, with rationale for retaining seasoned members who add continuity and oversight depth .
- Leadership transition signal: Graves relinquished Lead Independent Director role in FY25 (comp decreased accordingly), consistent with planned governance rotation; not a negative per se, but reduces his formal oversight remit v. FY24 .
-
Bottom line: Graves brings longstanding governance leadership and relevant HCM/marketing expertise as NomGov Chair, with no evident conflicts, robust alignment safeguards, and solid attendance—supportive of board effectiveness and investor confidence .