Philip B. Daniele, III
AUTOZONEAbout Philip B. Daniele, III
Philip B. Daniele, III is AutoZone’s President and CEO (appointed January 2024), age 56, and a director since 2024; he is not independent as an employee . He has 32 years of tenure at AutoZone with leadership across store operations, merchandising, supply chain, and commercial, and over 40 years in the automotive aftermarket industry . Under the current leadership structure, AutoZone separates the Chairman and CEO roles with a Lead Independent Director to strengthen oversight . FY25 operational performance: $18.9B revenue, global stores grew to 7,657, and the company highlights an average 20.8% TSR over 20 years ; FY25 total company same-store sales grew 3.9% (constant currency), domestic 3.2%, international 9.33% and the annual EBIT target was raised 4% YoY .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AutoZone | President & Chief Executive Officer | Jan 2024–present | CEO; leads enterprise strategy and execution |
| AutoZone | Executive Vice President – Merchandising, Marketing & Supply Chain | Jun 2021–Sep 2023 | Oversaw merchandising, marketing, and supply chain |
| AutoZone | Senior Vice President – Commercial | 2015–2021 | Led commercial (B2B) growth initiatives |
| AutoZone | Vice President – Commercial Support | 2013–2015 | Supported commercial operations |
| AutoZone | Vice President – Merchandising | 2008–2013 | Led merchandising strategy |
| AutoZone | Divisional Vice President – Store Operations | 2005–2008 | Led store operations |
| AutoZone | Various management positions | Pre-2005 | Progressive operating roles |
| AutoZone | Joined company | 1993 | Deep institutional experience |
External Roles
- No public-company board or external roles disclosed for Mr. Daniele in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $516,077 | $855,000 | $1,000,000 |
| Target Bonus (% of Salary) | — | — | 130% |
| Director Fees (as a director) | $0 | $0 | $0 |
Notes:
- CEO FY26 adjustments approved: base salary increase 20% to $1.2M; bonus target unchanged at 130%; stock option grant size increased ~20% to position total comp near 55th percentile of peer group .
Performance Compensation
Annual Incentive (MIP) – Design and FY25 Results
- MIP is based on Economic Profit driven by EBIT and ROIC; hurdle at 90% of target EP; above-target payout only if EBIT exceeds target; FX volatility excluded from attainment starting FY25; payout capped at 300% of target .
| Metric | FY2025 Target | FY2025 Actual | Payout Basis |
|---|---|---|---|
| Economic Profit ($mm) | $2,474.3 | $2,458.2 | Matrix (96.75% of target) |
| EBIT ($mm) | $3,808.4 | $3,762.4 (adjusted) | Must exceed target for >100% payout |
| ROIC (%) | 42.38% | 41.55% (adjusted) | Matrix driver |
| CEO Target Bonus ($) | $1,300,000 | — | — |
| CEO Actual Bonus Paid ($) | — | $1,257,751 | 96.75% of target |
Long-Term Incentive (Options) – Structure and FY25 Grants
- Options have 10-year term; majority vest 50% at year 2, 25% at years 3 and 4; first vest occurs >1 year post grant; CEO also receives premium-priced options (+10% strike) with 5-year cliff vest (25% of LTIP) .
| Grant Type | Grant Date | # Options | Exercise Price ($) | Vesting | Term |
|---|---|---|---|---|---|
| Regular Options | 10/11/2024 | 4,773 | 3,129.78 | 50% yr2; 25% yr3; 25% yr4 | 10 years |
| Premium-Priced Options (+10%) | 10/11/2024 | 1,555 | 3,442.76 | 100% cliff at 5 years | 10 years |
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 516,077 | 855,000 | 1,000,000 |
| Stock Awards | 28,354 | 25,022 | 27,754 |
| Option Awards | 4,223,223 | 7,199,838 | 7,198,789 |
| Non-Equity Incentive | 436,602 | 1,002,363 | 1,257,751 |
| All Other Compensation | 83,212 | 116,242 | 152,120 |
| Total | 5,287,468 | 9,198,465 | 9,636,414 |
Equity Ownership & Alignment
- Ownership guidelines: CEO must hold 6x base salary; policy states directors and executive officers are in compliance, subject to transition provisions .
- Pledging and hedging of company stock are prohibited; holding requirements apply until guideline compliance is met .
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 51,555 |
| Ownership % of Shares Outstanding | Less than 1% |
| Options Exercisable (shares) | 31,498 |
| Options Unexercisable (shares) | 15,917 |
| Unvested ESPP/RSU Shares (count; market value) | 8; $33,588 |
| Anti-pledging / hedging | Prohibited by policy |
| Ownership guideline | 6x base salary; in compliance per policy |
Insider selling indicator: In FY25, Mr. Daniele exercised 2,000 options for $6,110,318 of value realized .
Employment Terms
- CEO agreement (2024): If terminated without cause, severance equals 2.99x base salary; prorated unpaid annual bonus; company-paid COBRA premiums above employee rate for up to 18 months; 3-year non-compete and non-solicit .
- Change-in-control: No specific CIC cash severance amounts indicated for CEO in FY25 table (dashes under CIC column) .
| Scenario (as of 8/30/2025) | Severance Pay ($) | Annual Incentive ($) | Benefits Continuation ($) | Unvested Stock Options ($) | Unvested Stock Awards ($) | Disability Benefits ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Involuntary Termination (Not For Cause) | 2,990,000 | 1,257,751 | 37,027 | — | 33,588 | — | — | 4,318,366 |
| Disability | — | 1,257,751 | — | — | 33,588 | 3,030,000 | — | 4,321,339 |
| Death | 230,769 | 1,257,751 | 6,171 | 24,218,551 | 33,588 | — | 4,006,000 | 29,752,831 |
| Retirement | — | 1,257,751 | — | 20,657,412 | 33,588 | — | — | 21,948,751 |
Clawback: Non-discretionary recovery for material financial restatements (last 3 fiscal years); discretionary recovery for willful misconduct injurious to the company .
Deferred compensation (EDCP):
| EDCP Item (FY25) | Amount ($) |
|---|---|
| Executive Contributions | 168,890 |
| Company Contributions | 66,285 |
| Aggregate Earnings/Losses | 129,908 |
| Aggregate Balance at FYE | 1,789,102 |
Board Service & Governance
- Director since 2024; not independent; no committee memberships .
- Leadership structure: Executive Chairman and Lead Independent Director (Brian P. Hannasch) provide independent oversight; Chairman/CEO roles are separated, with Chairman role transitioning to non-executive in Jan 2026 .
- Board activity: Four Board meetings in FY25; all directors attended at least 75% of Board and committee meetings .
- Director compensation: Executives (including Mr. Daniele) receive no director fees; director program uses immediately vested RSUs; chairman retainer to commence for Mr. Rhodes in Jan 2026 .
Performance & Track Record (FY25 context)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Global Stores (ending) | 7,353 | 7,657 |
| New Stores Opened | 213 | 304 |
| Share Repurchases ($bn) | — | 1.5 |
| Revenue ($bn) | — | 18.9 |
| TSR (20-year average) | — | 20.8% |
Compensation Peer Group & Say‑on‑Pay
- Peer group includes Advance Auto Parts, Costco, Dollar General, O’Reilly Automotive, LKQ, Grainger, Ulta, Tractor Supply, and others; no changes in FY25 .
- CEO FY25 total compensation intentionally set below market median (approx. 35th percentile) for a first-time CEO, with plan to move near 55th percentile in FY26 .
- Say‑on‑pay received over 89% support in FY25 .
Investment Implications
- Strong alignment: Heavy use of long-duration stock options with premium-priced tranches and robust ownership guidelines; anti-hedging/pledging mitigates misalignment risks .
- Retention risk appears low: AutoZone’s long-tenured culture, option holding behavior, and non-compete terms support stability; CEO compensation below-median with upward trajectory in FY26 may aid retention .
- Near-term selling pressure: FY25 option exercises ($6.1M realized) indicate liquidity events; vesting schedules with large tranches at year 2 and 5 may cluster future exercises, but policy requires post-exercise holding to meet guidelines .
- Governance: CEO on the Board but not Chairman; independent lead oversight and split roles reduce dual‑role concerns; no material related‑party transactions disclosed .
- Downside protection: Enhanced clawback, capped incentive payouts, and economic‑profit framework emphasize disciplined capital allocation and reduce excessive risk‑taking .