George R. Mrkonic, Jr.
AUTOZONEAbout George R. Mrkonic, Jr.
Independent director of AutoZone (AZO) since 2006; age 73. Former non-executive chairman of Maru Group; previously non-executive chairman of Paperchase Products and President/Vice Chairman of Borders Group. He brings deep retail, strategy, and compensation governance experience and currently chairs AutoZone’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maru Group (London) | Non-Executive Chairman (retired) | Not disclosed | Research/insight advisory leadership experience |
| Paperchase Products Ltd. | Non-Executive Chairman; Director | Chairman 2005–2019; Director since 1999 | International retail oversight |
| Borders Group, Inc. | President; Vice Chairman | President 1994–1997; Vice Chairman 1994–2002 | Large-format retail leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ulta Beauty, Inc. | Director | 2015–present | Current public company directorship |
| Brinker International, Inc. | Director | 2003–2021 | Prior public company board |
Board Governance
- Independence: Board affirmatively determined Mrkonic is independent under NYSE and Company standards.
- Committee assignments: Compensation Committee (Chair); Audit Committee member.
- Committee activity and qualifications:
- Compensation Committee met 7 times in FY25; all members meet SEC/NYSE additional independence requirements.
- Audit Committee met 9 times in FY25; all members independent and determined to be “audit committee financial experts.”
- Attendance: Board held 4 meetings; all directors attended at least 75% of Board and assigned committee meetings in FY25.
- Shareholder engagement: As Compensation Committee Chair, Mrkonic met with 26 top shareholders (~51% of shares) in 2024 to discuss compensation program and Say‑on‑Pay feedback.
- Say‑on‑Pay signal: Support improved to >89% of votes cast in 2025 versus a decline into the high‑70s the prior year, following program refinements and engagement.
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Annual Director Retainer (RSUs) | $270,000 | Standard retainer |
| Compensation Committee Chair Fee (RSUs) | $25,000 | Chair premium |
| Audit Committee Member Fee (RSUs) | $15,000 | Member fee |
| Total FY25 Director Compensation | $310,000 | All paid in RSUs; no cash election used |
- Structure: Non‑employee directors receive immediately vested RSUs, typically granted January 1; settlement at end of board service or at elected 1st/5th anniversary. 2025 cash election was available up to $100,000 but all directors elected full RSUs.
Performance Compensation
- Not applicable for non‑employee directors: No bonus, options, or performance‑metric‑linked equity disclosed for directors; director compensation is fixed retainer plus role-based RSUs.
Other Directorships & Interlocks
| Company | Relationship to AZO | Assessment |
|---|---|---|
| Ulta Beauty, Inc. | None disclosed | No AZO‑Ulta related‑party transactions disclosed; Board reaffirmed independence. |
| Brinker International, Inc. | None disclosed | Prior board service; no conflicts disclosed. |
Expertise & Qualifications
- Distinct strengths: Public board experience; strategy/business development; retail operations leadership.
- Financial literacy/audit oversight: Audit Committee member and deemed an audit committee financial expert by SEC definition.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 4,972 | Includes RSUs/Stock Units per SEC rules |
| Ownership (% of outstanding) | <1% | As reported |
| RSUs outstanding (as of Aug 30, 2025) | 3,567 | Director RSUs |
| Stock Units (deferred) outstanding | 1,405 | 2003 Director Compensation Plan units |
| Director ownership guideline | 7x cash annual retainer | All directors meet/exceed guideline as of proxy date |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited for directors | Policy applies to Board members |
Governance Assessment
-
Strengths
- Long‑tenured, independent chair of Compensation with direct shareholder engagement; drove program refinements (vesting changes, premium‑priced options for executives, capped AIP) that coincided with improved Say‑on‑Pay.
- Audit Committee membership and financial expert designation support robust financial oversight.
- Clear director pay structure (RSUs only, no meeting fees), strong ownership alignment (7x retainer guideline), and anti‑hedging/pledging policy.
- Board determined no material related‑party transactions in FY25 and reaffirmed director independence.
-
Watch items
- Tenure >15 years (since 2006) can raise refreshment concerns; Board explicitly reviewed and continues to value his contributions while pursuing refreshment (new independent directors added, committee rotations).
- Attendance threshold disclosure is aggregate (≥75% for all directors); individual attendance detail not provided.
Overall, Mrkonic’s leadership of the Compensation Committee, direct investor outreach, and financial oversight roles are positives for board effectiveness and investor confidence; long tenure is mitigated by active refreshment and independent majority structure.