Linda A. Goodspeed
AUTOZONEAbout Linda A. Goodspeed
Linda A. Goodspeed, age 63, has served on AutoZone’s Board since 2013 and is an independent director; she currently chairs the Audit Committee. Her background includes senior technology and operations roles: Managing Partner and COO at WealthStrategies Financial Advisors (2007–2017), CIO of ServiceMaster (2011–2014), CIO of Nissan North America (2008–Sep 2011), and EVP/CTO at Lennox International (2001–2008). Her core credentials emphasize information technology expertise, automotive industry knowledge, and public board experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WealthStrategies Financial Advisors | Chief Operating Officer; Managing Partner | 2007–2017 | Led operations; senior leadership responsibility |
| ServiceMaster | Senior Vice President & Chief Information Officer | 2011–2014 | Led complex IT organization; enterprise technology oversight |
| Nissan North America, Inc. | Vice President, Information Systems & Chief Information Officer | 2008–Sep 2011 | Automotive IT leadership; industry-specific technology strategy |
| Lennox International, Inc. | Executive Vice President & Chief Technology Officer | 2001–2008 | Technology strategy and execution at global manufacturer |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Darling Ingredients Inc. | Director | 2017–present | Current public board service |
| American Electric Power Co., Inc. | Director | 2006–2024 | Ended in 2024 (within last five years) |
| Williams Industrial Services Group Inc. | Director | 2021–2023 | Service within last five years |
Board Governance
- Independence: The Board affirmatively determined Ms. Goodspeed is independent under AutoZone Corporate Governance Principles, NYSE standards, and applicable law.
- Committee assignments: Audit Committee Chair in FY25; the Audit Committee comprised entirely independent directors and met 9 times in FY25.
- Audit Committee competencies: Each member was determined to be an “audit committee financial expert” and financially literate; scope includes oversight of financial statements, external auditor, internal audit, legal/regulatory compliance, and cybersecurity/information security.
- Board attendance and meetings: The Board held 4 meetings in FY25; all directors attended at least 75% of Board and assigned committee meetings. Independent directors meet in executive sessions at regularly scheduled Board meetings.
- Compensation Committee structure: All independent; role includes executive compensation oversight, alignment with strategy/HCM, and non-employee director pay review.
- Governance framework: Board maintains charters, Corporate Governance Principles, Codes of Conduct, and vendor code; three standing committees are entirely independent (Audit, Compensation, Nominating & Corporate Governance).
Fixed Compensation
Director compensation program (effective Jan 1, 2024; unchanged in 2025):
| Component | Amount ($) |
|---|---|
| Annual Retainer | 270,000 |
| Lead Independent Director Fee | 35,000 |
| Audit Committee Chair Fee | 30,000 |
| Audit Committee Member Fee | 15,000 |
| Compensation Committee Chair Fee | 25,000 |
| Nominating & Corporate Governance Chair Fee | 20,000 |
Compensation received by Ms. Goodspeed (fiscal years):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Paid in Cash ($) | — | — |
| Stock Awards ($) | 285,000 | 300,000 |
| Total ($) | 285,000 | 300,000 |
Notes:
- Directors may elect up to $100,000 of the retainer/fees in cash; in both calendar 2024 and 2025, all directors elected to receive compensation fully in RSUs granted on January 1. RSUs are fully vested at grant.
Performance Compensation
Director RSUs are not performance-based and vest immediately at grant; settlement occurs upon termination of service or at the director’s election (first or fifth anniversary of grant). There are no revenue/EBITDA/TSR-linked metrics or options in the director compensation program.
| Feature | FY2024 | FY2025 |
|---|---|---|
| RSU Vesting | Immediate at grant | Immediate at grant |
| Settlement Election | Payment at separation or 1-/5-year anniversary | Payment at separation or 1-/5-year anniversary |
| Performance Metrics Tied to Pay | None disclosed for directors | None disclosed for directors |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Related-party transactions | The Board concluded there were no material related party transactions in FY25 requiring disclosure; independence affirmed for all independent directors including Ms. Goodspeed. |
| Potential commercial interlocks | FY25 notes routine transactions involving certain other directors’ affiliations (e.g., Southwest Airlines, FEMSA, Unum), all immaterial; no specific related-party exposure disclosed for Ms. Goodspeed. |
Expertise & Qualifications
- Key skills: Information Technology, Automotive, Public Board Experience.
- Qualifications: Led complex IT organizations as CIO/CTO; automotive industry insight relevant to aftermarket; seasoned public company director.
- Financial expertise: Audit Committee determined all members (including Ms. Goodspeed) meet SEC “audit committee financial expert” criteria and NYSE financial literacy.
Equity Ownership
| Beneficial Ownership (as of Oct 20, 2025) | Shares | Deferred Stock Units (#) | Option Awards (#) | Restricted Stock Units (#) | Total (#) | Ownership % |
|---|---|---|---|---|---|---|
| Linda A. Goodspeed | — | — | — | 2,895 | 2,895 | Less than 1% |
Additional context:
- AutoZone had 16,632,663 shares outstanding as of Oct 20, 2025.
- RSUs counted in beneficial ownership include fully vested units potentially settleable within 60 days, or at 1-/5-year anniversaries or termination.
- Director stock ownership requirement: Independent directors must hold common stock and/or RSUs equal to 7× the cash portion of the Annual Retainer within five years of joining the Board; each director meets or exceeds the requirement as of the proxy date.
Governance Assessment
- Board effectiveness: As Audit Chair, Goodspeed oversees financial reporting integrity, auditor independence/performance, internal audit, and cybersecurity; all Audit members are designated financial experts, strengthening investor confidence in controls and disclosures.
- Alignment and pay mix: 100% of director compensation received in RSUs in 2024 and 2025, with immediate vesting and deferred settlement, supporting long-term alignment without short-term cash incentives.
- Independence and conflicts: No material related-party transactions in FY25; Board affirmatively determined Goodspeed is independent.
- Attendance and engagement: Board held 4 meetings in FY25; all directors attended at least 75% of Board and committee meetings; independent directors meet in executive session regularly.
- External commitments: Current outside public directorship at Darling Ingredients; prior AEP and Williams Industrial Services roles within last five years; no specific interlock concerns disclosed for Goodspeed.
RED FLAGS: None disclosed specific to Ms. Goodspeed. No material related-party transactions, no cash compensation election, and no attendance shortfalls were noted.