Jill A. Soltau
AUTOZONEAbout Jill A. Soltau
Independent director at AutoZone since 2018; age 58. Former CEO of J.C. Penney and JoAnn Stores with deep retail, merchandising, and operations expertise. Currently serves on AutoZone’s Nominating & Corporate Governance Committee; independence affirmed by the Board. Board attendance met expectations (≥75% of Board and committee meetings in FY25).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.C. Penney Company, Inc. | Chief Executive Officer & Director | Oct 2018 – Dec 2020 | Led strategic and operational turnaround efforts (as disclosed in biography). |
| JoAnn Stores Inc. | President & Chief Executive Officer | Feb 2015 – Oct 2018 | Retail operations, merchandising, and customer-focused leadership. |
| Shopko Stores Operating Co. LLC | President | Not disclosed | Senior retail operating role. |
| Kohl’s; former Saks Inc. subsidiaries | Senior leadership positions | Not disclosed | Merchandising and operations leadership. |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Southwest Airlines Co. | Director | 2023 – Nov 2024 | AutoZone purchased airline tickets while she served; Board deemed immaterial and maintained independence. |
| Kirkland’s, Inc. | Director | 2022 – 2025 | No related-party transactions disclosed with AutoZone. |
| J.C. Penney Company, Inc. | Director | 2018 – 2020 | Prior executive/director role. |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance (independent).
- Independence: Affirmed; Board concluded no material relationships beyond service as director.
- Attendance: FY25 Board held 4 meetings; all directors attended ≥75% of Board and assigned committees; independent directors met in executive session each regularly scheduled Board meeting.
- Board leadership: Lead Independent Director transitioned to Brian P. Hannasch; Audit Committee Chair is Linda Goodspeed.
- Evaluations: Third-party administered board evaluation in FY24 to enhance effectiveness and succession planning.
| Meetings | FY24 | FY25 |
|---|---|---|
| Board Meetings | 4 | 4 |
| Nominating & Corporate Governance Committee | 3 | 4 |
Fixed Compensation
| Year | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | 270,000 | 270,000 |
| 2025 | — | 270,000 | 270,000 |
- Director program: Annual retainer $270,000; RSUs granted (immediately vested). No meeting fees; Additional chair fees do not apply to Soltau (she is a committee member, not chair).
- Settlement: RSUs paid upon cessation from the Board or at director’s election on the 1st or 5th anniversary of grant.
- Cash election: Up to $100,000; all directors elected full RSUs in 2025.
Performance Compensation
- Directors do not receive performance-based incentives; compensation delivered via RSUs and any applicable chair/lead fees. No PSUs/options or performance metrics apply to director pay.
| Director Equity Grant Terms | Detail |
|---|---|
| Instrument | RSUs (immediately vested at grant). |
| Settlement | Upon leaving the Board or elective 1- or 5-year deferral. |
| Cash election | Optional fixed cash portion; all directors chose full RSUs in 2025. |
Other Directorships & Interlocks
- Southwest Airlines Co.: Soltau served part of FY25; AutoZone purchased airline tickets. Board concluded transactions were in ordinary course, arm’s-length and immaterial; independence affirmed.
- No material related-party transactions requiring disclosure in FY25 beyond those reviewed under policy.
Expertise & Qualifications
- CEO experience and retail domain expertise spanning merchandising, marketing, and operations; strategy and business development credentials.
- Skills matrix indicates strengths in CEO experience, retail & consumer, technology, strategy/business development, and human capital.
Equity Ownership
| Metric | FY24 | FY25 |
|---|---|---|
| Restricted Stock Units outstanding (#) | 1,087 | 1,172 |
| Stock Units (legacy plans) outstanding (#) | — | — |
| Director ownership guideline | 7x cash Annual Retainer; all directors meet/exceed as of proxy date. | |
| Anti-pledging/hedging policy | Directors prohibited from pledging or hedging AutoZone stock. |
Governance Assessment
- Alignment: Director pay fully in RSUs with deferred settlement supports long-term alignment; robust stock ownership guideline (7x cash retainer) with full compliance reported.
- Independence & conflicts: Southwest interlock reviewed; ordinary-course transactions deemed immaterial; independence affirmed—low conflict risk.
- Engagement & accountability: Executive sessions at every Board meeting; third-party evaluations in FY24; clear committee responsibilities and regular meeting cadence—positive for board effectiveness.
- Pay governance signals: No director meeting fees; modest fixed retainer; no performance-linked director pay—consistent with governance best practice.
- Shareholder sentiment context: Say-on-pay support improved to over 89% of votes cast, reflecting responsiveness to investor feedback (executive pay program).
RED FLAGS: None material identified for Soltau. Related-party exposure (Southwest tickets) assessed and deemed immaterial; anti-hedging/pledging policies reduce alignment risk.