Gale V. King
AUTOZONEAbout Gale V. King
Gale V. King (age 69) has served as an independent director of AutoZone since 2018. She retired from Nationwide Mutual Insurance Company as Executive Vice President—Chief Administrative Officer (2012–July 2021) and previously served as Executive Vice President—Chief Human Resources Officer (2009–2012). On the AutoZone board, Ms. King serves on the Nominating & Corporate Governance Committee and is noted for chairing the Board’s ad hoc CEO succession planning committee that culminated in the June 2023 announcement of Mr. Daniele as CEO‑Elect. Key skills cited include Human Resources and Public Board Experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Mutual Insurance Company | EVP—Chief Administrative Officer | 2012–Jul 2021 | Oversight of broad human capital and administrative functions |
| Nationwide Mutual Insurance Company | EVP—Chief Human Resources Officer | 2009–2012 | Led HR strategy, recruitment, retention, training and development |
| AutoZone Board (ad hoc) | Chair, CEO Succession Planning Committee | Concluded Jun 2023 | Led process culminating in announcement of CEO‑Elect Daniele |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unum Group | Director | 2022–present | Not disclosed in AZO proxy |
| J.B. Hunt Transport Services, Inc. | Director | 2020–2023 | Not disclosed in AZO proxy |
Board Governance
- Independence: Independent director; member of the Nominating & Corporate Governance Committee (independent members only).
- Committee assignments (FY25): Nominating & Corporate Governance (Members: Earl G. Graves, Jr. (Chair), Gale V. King, Jill A. Soltau, Constantino Spas; Meetings: 4; Independence: All).
- Board meetings and attendance: Board held 4 meetings in FY25; independent directors met in executive session at regularly scheduled meetings; all directors attended at least 75% of Board and assigned committee meetings in FY25.
- Lead Independent Director: Brian P. Hannasch presides over executive sessions.
Board & Committee Activity (FY25)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 4 | Executive sessions of independent directors each regular meeting; ≥75% attendance for all directors |
| Nominating & Corporate Governance Committee | 4 | Responsibilities include director nominations, corporate responsibility oversight (including human capital), and governance principles |
Fixed Compensation
- Structure: Non‑employee directors receive compensation in the form of immediately vested RSUs under the 2020 Omnibus Incentive Plan; directors may elect up to a fixed cash portion ($100,000 in calendar 2025), but all directors elected to receive compensation fully in RSUs in 2025; RSUs typically granted on January 1. RSUs settle when service ends or at the director’s election on the first or fifth anniversary of grant.
- Components benchmarked and capped: The Compensation Committee reviews board compensation biennially relative to peers; annual cap of $750,000 for non‑employee directors under the plan (exceptions only under extraordinary circumstances).
| Component (FY25) | Amount ($) | Detail |
|---|---|---|
| Annual Retainer | 270,000 | Standard board retainer |
| Fees Paid in Cash | — | All directors elected full RSU compensation in 2025 |
| Stock Awards (RSUs) | 270,000 | Grant‑date fair value under ASC 718 |
| Total | 270,000 | Sum of cash and RSU grant value |
RSU settlement options: payment at cessation of service or on first/fifth anniversary of grant; payable in shares within prescribed tax timing.
Performance Compensation
Non‑employee directors do not receive performance‑based incentives (no target/actual bonus, PSUs, or option awards tied to metrics); RSUs are immediately vested and not conditioned on financial or ESG metrics.
| Performance Element | Status | Notes |
|---|---|---|
| Annual bonus | None disclosed | Directors compensated via RSUs, not bonus plans |
| PSUs / performance metrics | None disclosed | No TSR/revenue/EBITDA metrics tied to director pay |
| Stock options | None disclosed | Director compensation structured as RSUs |
Other Directorships & Interlocks
| Company | Sector | Relationship to AZO | Notes |
|---|---|---|---|
| Unum Group | Insurance | No AZO relationship disclosed | Current public company directorship |
| J.B. Hunt Transport Services | Transportation | No AZO relationship disclosed | Former public company directorship (2020–2023) |
Expertise & Qualifications
- Human Resources expertise with deep experience in recruitment, retention, training, development, and broader human capital management.
- Public board experience across multiple issuers; brings governance insights and boardroom effectiveness.
- Demonstrated leadership in CEO succession planning as chair of ad hoc committee.
Equity Ownership
- Ownership policy: Directors must own AZO common stock and/or RSUs equal to seven times the cash annual retainer within five years of joining the Board; as of the proxy date, each director meets or exceeds the requirement.
- Beneficial ownership (as of Oct 20, 2025): Ms. King beneficially owned 1,254 shares (includes RSUs payable per plan terms); less than 1% of shares outstanding (16,632,663 shares outstanding).
| Ownership Detail | Count | Notes |
|---|---|---|
| Shares | — | None listed as directly held in table |
| Deferred Stock Units | — | None |
| Option Awards (exercisable/unexercisable within 60 days) | — | None |
| Restricted Stock Units | 1,254 | Fully vested RSUs with settlement per plan |
| Total Beneficial Ownership | 1,254 | Less than 1% of outstanding shares |
| RSUs Outstanding (Aug 30, 2025) | 1,254 | Footnote detail of outstanding awards |
| Stock Units Outstanding | 0 | Footnote detail of legacy stock units |
Stock ownership guideline compliance: Board reports each director meets/exceeds the 7× retainer requirement.
Governance Assessment
- Independence and engagement: Independent status; active role on Nominating & Corporate Governance Committee overseeing director nominations and corporate responsibility (including human capital); leadership demonstrated via ad hoc CEO succession chair role. These factors support board effectiveness and investor confidence.
- Attendance: Board met 4 times in FY25; all directors attended at least 75% of Board and assigned committee meetings; independent directors held regular executive sessions led by the Lead Independent Director.
- Pay alignment: 100% RSU compensation in 2025 (no cash taken), underscoring equity alignment; standard retainer ($270,000) with no disclosed additional fees for her committee membership; director compensation reviewed relative to peers and subject to annual cap.
- Ownership alignment: Complies with stringent 7× retainer ownership guideline; maintains RSUs outstanding; no pledging or related‑party transactions involving Ms. King are indicated in the cited proxy materials.
- Potential conflicts/interlocks: Current and prior external directorships (Unum; J.B. Hunt) are disclosed; the proxy excerpts do not indicate AutoZone business dealings or related‑party transactions with these entities.
Overall, Ms. King brings deep human capital and governance expertise, has demonstrated meaningful engagement in CEO succession, maintains equity‑aligned compensation and ownership, and meets attendance and independence standards—collectively supportive of board effectiveness and investor confidence.