Michael A. George
AUTOZONEAbout Michael A. George
Independent director of AutoZone since 2022; age 64. Former President & CEO of Qurate Retail (2018–2021), CEO of QVC (2005–2021), with prior senior roles at Dell (CMO/GM U.S. Consumer) and McKinsey (senior partner; led North American Retail Industry Group). Serves on AutoZone’s Audit and Compensation Committees; the Board designates all Audit members—including Mr. George—as Audit Committee financial experts and financially literate; he is an independent director under NYSE standards. All directors, including Mr. George, attended at least 75% of Board and assigned committee meetings in FY25; the Board held 4 meetings and independent directors held executive sessions at each regular meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qurate Retail, Inc. (parent of QVC) | President & CEO | 2018–2021 | Led video‑driven retail strategy and e‑commerce focus. |
| QVC | Chief Executive Officer | 2005–2021 | Oversaw customer experience and omnichannel retail. |
| Dell, Inc. | CMO and GM, U.S. Consumer | 2001–2005 | Drove consumer marketing and business growth. |
| McKinsey & Company | Senior Partner; led NA Retail Industry Group | Prior to 2001 | Strategy, retail operations, and customer insights leadership. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ralph Lauren Corp. | Director | 2018–Present | Current public company directorship. |
| Qurate Retail, Inc. | Director | 2011–2021 | Former board member during CEO tenure. |
| Brinker International, Inc. | Director | 2013–2019 | Former public company directorship. |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member); not a chair.
- Independence: Board determined Mr. George has no material relationship with the Company other than as a director and is independent under AZO principles, NYSE standards, and applicable law.
- Financial expertise: All Audit members, including Mr. George, meet SEC “audit committee financial expert” qualifications and NYSE financial literacy requirements.
- Attendance and engagement: Board met 4 times in FY25; all directors attended ≥75% of Board and committee meetings; independent directors met in executive session at each regular Board meeting.
- Board composition context: 9 of 11 directors are independent; skills matrix highlights leadership, financial literacy, strategy, technology, retail/consumer strengths across the Board.
- Shareholder engagement and say‑on‑pay: Off‑season outreach to investors representing ~65% of shares; say‑on‑pay support improved to over 89% of votes cast.
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer | 270,000 | Standard non‑employee director retainer. |
| Audit Committee member fee | 15,000 | Member fee (no meeting fees). |
| Compensation Committee member fee | — | No additional fee for membership (chair only carries fee). |
| Total FY25 director compensation | 285,000 | Mr. George elected to receive 100% in RSUs. |
| Form of pay | — | RSUs are immediately vested at grant; settlement upon separation or elective 1st/5th anniversary; all directors elected RSUs (cash election up to $100,000 was available but unused). |
Performance Compensation (Company programs overseen by Comp Committee)
AutoZone’s management annual incentive plan is tied to Economic Profit, driven by EBIT and ROIC. As a Compensation Committee member, Mr. George oversees design/attainment; director pay itself is not performance‑based.
| FY25 AIP Metric | Target | Actual | Notes/Payout |
|---|---|---|---|
| Economic Profit ($mm) | 2,474.3 | 2,458.2 | After excluding FX above threshold and designated non‑cash/legal items; payout determined via matrix. |
| Adjusted EBIT ($mm) | 3,808.4 | 3,762.4 | Guardrails require EBIT > target for >100% payout. |
| Adjusted ROIC (%) | 42.38% | 41.55% | 14‑point trailing average to mitigate short‑term actions. |
| FY25 MIP Payout (% of target) | — | 96.75% | Applies to executives; no director AIP. |
Long‑term incentives for executives: Non‑qualified stock options (10‑year term), with CEO receiving 25% premium‑priced options (10% above grant-date price) that cliff‑vest after 5 years; majority of executive options vest 50% after year 2, then 25% in years 3–4; no discount pricing permitted.
Other Directorships & Interlocks
- Current public board: Ralph Lauren; prior public boards: Qurate Retail and Brinker International; no disclosed AutoZone related‑party transactions involving Mr. George.
- Board independence review considered ordinary‑course transactions linked to other directors’ affiliations (e.g., Southwest, Circle K/Couche‑Tard, Unum, FEMSA) and found them immaterial; independence affirmed for Mr. George.
Expertise & Qualifications
- CEO and public board experience with deep retail, e‑commerce, and marketing expertise; brings perspectives on customer experience and digital/omnichannel retail.
- Audit Committee financial expert and financially literate under SEC/NYSE standards.
- Strategic planning, capital allocation, and governance oversight via Compensation and Audit Committee service.
Equity Ownership
| Item | Detail |
|---|---|
| Outstanding director RSUs/Stock Units (as of 8/30/2025) | RSUs: 421; Stock Units: 0. |
| Stock ownership guideline | 7x the cash portion of Annual Retainer for non‑employee directors. |
| Compliance status | As of the proxy date, each director meets/exceeds the guideline. |
| Hedging/pledging | Hedging and pledging of AZO securities prohibited; blackout/pre‑clearance policies apply. |
Governance Assessment
- Strengths for investor confidence: Independent status; dual committee service (Audit and Compensation) with financial expert designation; solid attendance; no material related‑party transactions; robust anti‑hedging/anti‑pledging policy; clear stock ownership requirements; enhanced shareholder engagement and improved say‑on‑pay support.
- Potential watch items (no current red flags disclosed): Concurrent service on two key committees heightens workload but also deepens oversight; no individual attendance percentages disclosed (company states ≥75% for all directors). Continue monitoring for any evolving interlocks or related‑party exposure, though none are disclosed for Mr. George in FY25.
Overall, Mr. George’s retail/e‑commerce leadership and committee roles (Audit and Compensation) support board effectiveness at AZO without disclosed conflicts; governance structures (ownership guidelines, anti‑hedging, shareholder outreach, and committee independence) are aligned with investor interests.