Jamere Jackson
AUTOZONEAbout Jamere Jackson
Jamere Jackson (age 56) is AutoZone’s Chief Financial Officer, leading Finance and Store Development; he joined as CFO‑Elect on September 14, 2020, and became CFO effective January 1, 2021 . Prior roles include CFO of Hertz (2018–2020) and CFO of Nielsen (2014–2018), with earlier finance leadership at GE; he also serves on Eli Lilly & Co.’s board . Under his finance leadership, AutoZone delivered FY24 revenue of $18.5B, net income of $2.66B, and has sustained long‑term TSR outperformance (approx. 20%+ annualized over ~20 years) . AutoZone’s pay‑for‑performance design ties annual incentives to Economic Profit (a function of EBIT and ROIC), with options‑only LTI aligned to TSR and long‑term value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hertz Global Holdings | Executive Vice President & CFO | 2018–2020 | Public company CFO; managed capital structure and liquidity through cyclical end‑market dynamics |
| Nielsen Holdings plc | Chief Financial Officer | 2014–2018 | Led finance for global data/measurement company, supporting portfolio and profitability decisions |
| General Electric (GE) | Division VP & CFO, Oil & Gas; other finance roles | Prior to 2014 | Broad finance, M&A and strategic planning experience in industrials |
External Roles
| Organization | Role | Years |
|---|---|---|
| Eli Lilly & Co. | Director (Public company board) | — (disclosed as current) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 727,769 | 804,769 | 808,462 |
| Target Bonus (% of base) | 75% | — | 100% |
| Target Bonus ($) | 545,827 | — | 808,462 |
| Actual Bonus Paid ($) | 615,693 | 771,295 | 782,187 |
| Bonus Payout Timing | Paid Oct 2023 | Paid Oct 2024 | Paid Oct 2025 |
Performance Compensation
- Annual Incentive Plan (MIP) design and metrics:
- Company metric: Economic Profit (function of EBIT and ROIC) drives payouts; non‑CEO executives also have an individual performance modifier (−20% to +30%) .
- AutoZone does not disclose specific forward annual financial targets in the proxy; payouts are shown as % of target and dollars .
| Year | Metric | Weighting | Target | Actual | Payout Factor | Payout / Vesting |
|---|---|---|---|---|---|---|
| FY 2023 | Economic Profit (EBIT, ROIC) + individual modifier | Not disclosed | Not disclosed | Company performance achieved 112.8% of target; individual modifier not used for CFO | 112.8% | Cash bonus paid Oct 2023 |
| FY 2024 | Economic Profit (EBIT, ROIC) + individual modifier | Not disclosed | Not disclosed | CFO payout $771,295 | Not disclosed | Cash bonus paid Oct 2024 |
| FY 2025 | Economic Profit (EBIT, ROIC) + individual modifier | Not disclosed | Not disclosed | CFO payout $782,187 | 96.75% | Cash bonus paid Oct 2025 |
- Long‑Term Incentive (LTI): 100% stock options under the 2020 Omnibus plan; 10‑year term; committee emphasizes TSR alignment, long‑horizon focus, and resilience vs. short‑cycle PSUs .
| LTI Grants (CFO) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Options Granted (#) | 4,223,223 grant value shown; option count disclosed elsewhere (see option table) | 5,287 options; $5,200,028 FV | 4,597 options; $5,200,014 FV |
| Vesting Conventions (plan‑level) | Company uses several schedules: 25% annually over 4 years; 100% cliff at year 5; or 50%/25%/25% over years 2–4 | ||
| Term | 10 years from grant |
Note: AutoZone also offers an Executive Stock Purchase Plan (XSPP) that can create small “stock awards” entries via matched shares that vest after one year .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CFO must hold shares equal to 4x base salary; 5‑year transition period; must retain 50% of net shares until compliant; guidelines cease at age 62; the company states all directors and executive officers (except newly hired/promoted within transition window) are in compliance .
- Anti‑hedging/pledging: Prohibits hedging, pledging, margin accounts, and derivative speculation by officers/directors .
| Beneficial Ownership (as of Oct 20, 2025) | Value |
|---|---|
| Shares owned (CFO) | 433 |
| Options exercisable within 60 days | 31,663 |
| Total beneficial ownership (shares + in‑60‑days options) | 32,096 |
| Shares outstanding | 16,632,663 |
| Ownership as % of outstanding | ~0.19% (32,096 / 16,632,663) |
| Options Status (Aug 30, 2025) | Exercisable (#) | Unexercisable (#) |
|---|---|---|
| Jamere Jackson | 15,033 | 12,581 |
| Outstanding Options by Grant (CFO) | Unexercised Exercisable (#) | Unexercised Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 10/07/2020 grant | 6,900 | — | 1,139.99 | 10/08/2030 |
| 10/05/2021 grant | 4,192 | 1,398 | 1,651.22 | 10/05/2031 |
| 10/04/2022 grant | 2,620 | 2,620 | 2,205.03 | 10/04/2032 |
| 10/06/2023 grant | 1,321 | 3,966 | 2,549.04 | 10/06/2033 |
| 10/11/2024 grant | — | 4,597 | 3,129.78 | 10/11/2034 |
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Insider exercises (liquidity indicator): In FY25, CFO exercised 2,962 options (value realized $7,705,415); no exercises in FY24; none in FY23 .
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Deferred Compensation (EDCP): FY25 contributions $78,199 (executive) and $49,729 (company); balance $755,811; plan allows deferral up to 25% base and 75% bonus, with matching and investment choices; lump sum six months post‑termination; hardship withdrawals permitted .
Employment Terms
- Agreement Type: Severance and Non‑Compete Agreement (not the CEO/Executive Chair “2.99x” construct). Salary continuation ranges from 12–24 months based on service; pro‑rated annual bonus when paid to peers; COBRA premium support up to 18 months above active‑rate cost; appropriate outplacement may be provided .
- Change‑in‑Control: No special cash multiple disclosed for Mr. Jackson; potential benefit schedule centers on severance policy and standard equity/benefit provisions .
- Potential Payments by Scenario (as of Aug 30, 2025; selected line items shown):
| Scenario (CFO) | Severance Pay ($) | Annual Incentive ($) | Benefits Continuation ($) | Unvested Stock Options ($) | Disability Benefits ($) | Life Insurance Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Involuntary Termination Not For Cause | 1,215,000 | 782,187 | 32,599 | — | — | — | 2,029,786 |
| Disability | — | 782,187 | — | — | 3,030,000 | — | 3,812,187 |
| Death | 186,923 | 782,187 | 5,433 | 20,239,030 | — | 3,178,000 | 24,391,573 |
| Retirement | — | 782,187 | — | 16,677,891 | — | — | 17,460,078 |
Plan footnotes: beginning in Oct 2022, options vest at death and have specified “retirement” provisions (age 55+ with ≥15 years of service); XSPP matched shares vest on involuntary, disability or death .
Compensation Structure Analysis
- Mix and trend: AutoZone’s LTI remains 100% stock options with fixed‑share approach; Jackson’s annual option grant value was held flat (~$5.2M) in FY24 and FY25 while option counts adjusted with price; FY25 options grant 4,597 vs. 5,287 in FY24, both ≈$5.2M . Cash compensation remains modest vs. equity; per policy, base salaries are set competitively but often below market median .
- Annual bonus leverage: CFO’s target MIP increased from 75% of base in FY23 to 100% in FY25; payouts reflected 112.8% of target in FY23 and 96.75% in FY25 .
- Governance controls: Robust clawback (updated per SEC/NYSE), prohibitions on hedging/pledging/margin, and strict grant‑timing practices mitigate risk taking .
Performance & Track Record
- Company financials and capital allocation during tenure: FY24 revenue $18.5B; ~21.1% 20‑year TSR average; $3.2B buybacks in FY24; continued EBIT/ROIC focus and execution through leadership transition . FY24 net income $2,662.4M; FY23 $2,528.4M; FY22 $2,429.6M, reflecting resilient earnings growth .
- Pay‑versus‑performance disclosure emphasizes TSR as primary driver of compensation‑actually‑paid, with economic profit as company‑selected measure linking pay and performance .
Perquisites and Other Compensation (FY25)
| Component | Amount ($) |
|---|---|
| Perquisites and personal benefits (e.g., home security, travel memberships) | 6,254 |
| Matching charitable contributions | 12,382 |
| Imputed income/misc. | 15,407 |
| Company contributions to 401(k) and EDCP | 63,729 |
| Company‑paid life insurance premiums | 3,971 |
Insider Selling Pressure and Vesting Schedules
- Vesting structures include 4‑year ratable, 5‑year cliff, or 50/25/25 over years 2–4; option term is 10 years . FY25 exercises (2,962 shares; $7.7M value realized) indicate periodic monetization; no exercises in FY24–FY23, suggesting episodic—not systematic—selling . Pledging and hedging are prohibited .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval averaged 93% over the prior 10 years and was 88% in the most recent year disclosed in the FY23 proxy; the company conducts regular outreach and refined compensation discussions with investors around FY24–FY25 leadership transition .
Investment Implications
- Alignment: High equity‑at‑risk via options with long duration and stringent ownership rules (4x salary for CFO) align Jackson with TSR and long‑term value; anti‑hedging/pledging and a robust clawback further align incentives .
- Retention risk: Low, given sizable unexercised option overhang (12,581 unexercisable; 15,033 exercisable) and retirement‑friendly option provisions that encourage tenure and knowledge transfer .
- Near‑term selling pressure: Manageable; FY25 exercises were meaningful but no pattern of annual selling is evident (no exercises in FY24–FY23); grant‑timing controls reduce opportunistic behavior risk .
- Pay‑for‑performance: Annual MIP tied to economic profit (EBIT/ROIC) with demonstrated variability (112.8% in FY23; 96.75% in FY25), and options‑only LTI leverage TSR/long‑term appreciation; this structure supports disciplined capital allocation and shareholder returns .