William R. Hackney
AUTOZONEAbout William R. Hackney
Executive Vice President, Merchandising, Marketing & Supply Chain at AutoZone (Named Executive Officer). A 39‑year AutoZone veteran who was promoted from Senior Vice President to Executive Vice President as part of the FY2024 leadership realignment, he sits on the executive team driving merchandising, marketing, and supply chain execution. Company performance context: FY2025 revenue $18.9B and diluted EPS $144.87; 20.8% annualized TSR over the past 20 years, with shareholder support for Say‑on‑Pay above 89% of votes cast. AutoZone’s annual incentive uses an Economic Profit framework (driven by EBIT and ROIC), which paid at 96.75% of target for FY2025.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AutoZone | Executive Vice President, Merchandising, Marketing & Supply Chain | FY2024–Present | Executive Committee leader overseeing core commercial levers (assortment, pricing, brand, and supply chain execution) following CEO transition. |
| AutoZone | Senior Vice President | FY2023 | Senior leadership role prior to elevation; part of seasoned internal bench in CEO succession year. |
External Roles
None disclosed in the proxy statements reviewed.
Fixed Compensation
| Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 500,000 | 520,000 | 4.0% merit increase reflecting performance and range penetration. |
| Target Bonus (% of base) | 60% pre‑promotion / 75% post‑promotion (prorated) | 75% | Company‑wide MIP based on Economic Profit (EBIT/ROIC). |
| Actual Bonus ($) | 434,100 (reflects 99.31% attainment and individual modifier) | 375,093 (96.75% attainment) | FY2025 individual modifier eliminated per shareholder feedback. |
| Perquisites/Other ($) | 82,027 | 38,552 | FY2025 detail: perqs 6,841; charitable match 3,250; imputed income 12,197; DC plan contributions 14,000; life premiums 2,264. |
Performance Compensation
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Annual incentive plan (MIP) design and attainment
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Metrics/Approach: Economic Profit derived from EBIT and ROIC matrix; hurdle at 90% of target Economic Profit (pays 50% of target at threshold); no above‑target payout unless EBIT exceeds target; FX excluded beyond threshold for FY2025.
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FY2025 target vs actual (company level)
Metric Target Actual Payout basis Economic Profit ($mm) 2,474.3 2,458.2 Matrix payout linked to Economic Profit (EBIT/ROIC) Adjusted EBIT ($mm) 3,808.4 3,762.4 Must exceed target for >100% payout Adjusted ROIC (%) 42.38% 41.55% Matrix component FY2025 MIP Payout (% of Target) — 96.75% Achieved via matrix -
FY2025 Hackney payout detail
Base Salary ($) Target % Target ($) Payout % Actual ($) 516,923 75.0% 387,692 96.75% 375,093
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Long‑term incentives (Stock options only; 10‑year term)
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Rationale: Aligns with long‑term value creation; resilient across cycles; average holding ~6 years before exercise; CEO has a premium‑priced tranche; retirement‑eligible executives may retain awards for full term.
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FY2025 grant (Hackney):
Grant date Options (#) Grant‑date fair value ($) Exercise price ($) Vesting 10/11/2024 4,456 5,040,518 3,129.78 50% after year 2; 25% in years 3 and 4; first vesting >1 year after grant (Oct 15 cycle). -
Outstanding/evolving vesting (as of 8/30/2025)
- Exercisable options: 4,281; Unexercisable: 9,849.
- 2023 grant vests one‑fourth annually; 2022 grant vests one‑fourth annually; 2025 grant 50/25/25 tranche with first vesting expected Oct 15, 2026.
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Realized equity in FY2025
- Option exercises: None; Stock awards vested: 11 shares; realized value $35,222.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common + options within 60 days) | 14,229 shares (99 common; 14,130 via options). |
| Shares outstanding (for context) | 16,632,663 shares. |
| Ownership as % of outstanding | ~0.086% (14,229 / 16,632,663). |
| Vested vs unvested options | Exercisable 4,281; Unexercisable 9,849. |
| Pledged/hedged shares | Prohibited: no hedging, pledging, margin accounts, or derivatives (outside employee stock options). |
| Stock ownership guidelines | EVP: 3x base salary; 5‑year compliance window; hold 50% of shares until compliant; most officers in compliance except those in transition. |
| Upcoming vesting cadence | FY2025 grant: 50% on Oct 15, 2026; 25% on Oct 15, 2027; 25% on Oct 15, 2028 (subject to continued service). |
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (without cause) | Covered by Severance and Non‑Compete Agreement; with >5 years’ service, salary continuation for 24 months; pro‑rata annual bonus at payment; company pays COBRA cost in excess of employee rate up to 18 months; outplacement as appropriate. |
| Non‑compete / Non‑solicit | Two‑year non‑compete and non‑solicit post‑termination. |
| Potential payments (8/30/2025 scenario) | Involuntary not for cause: Severance pay $1,040,000; benefits continuation $39,673; annual incentive $375,093. Disability: $1,560,000; Death: life insurance $1,894,000; unvested option value on death $13,915,616; retirement scenario (meets plan criteria) shows unvested option value $13,915,616. |
| Equity on termination | Unvested options vest on death; retirement eligibility defined as age ≥55 with ≥15 years’ service; ESPP/XSPP shares vest on involuntary not for cause, disability, or death. |
| Change‑in‑control | No specific CIC cash multiple disclosed for Hackney; table shows no CIC payouts. |
| Clawback | SEC/NYSE‑compliant “no‑fault” restatement clawback (3‑year lookback), plus discretionary clawback for willful misconduct. |
| Insider trading policy | Prohibits trading on MNPI; pre‑clearance and blackout periods for covered persons. |
Compensation Structure Analysis
- Mix and risk: AutoZone uses heavy at‑risk pay with options as the sole long‑term vehicle, emphasizing multiyear value creation; governance guardrails include no above‑target MIP payout unless EBIT exceeds target and elimination of individual modifiers in FY2025.
- Year‑over‑year LTI dynamics (Hackney): Options granted decreased by 6.4% in count but increased 7.6% in grant‑date value (Black‑Scholes), reflecting performance and option valuation; FY2025 grant 4,456 options ($5.04M) vs FY2024 4,763 options ($4.68M).
- Realization and retention signals: No option exercises in FY2025; five‑ to ten‑year option terms and retirement eligibility support retention with significant unvested option value at death/retirement ($13.9M).
Governance, Peer Group, and Say‑on‑Pay Context
- Peer group used for benchmarking (no FY2025 changes): Advance Auto Parts; Bath & Body Works; Costco; Dick’s Sporting Goods; Dollar General; Dollar Tree; Genuine Parts; LKQ; Lowe’s; O’Reilly; Sherwin‑Williams; Tractor Supply; Ulta; W.W. Grainger.
- Say‑on‑Pay: Improved support over 89% of votes cast in the latest cycle.
- Related‑party transactions: Board reports no material related party transactions in FY2025.
Investment Implications
- Alignment: Pay design is tightly linked to value creation through options and an Economic Profit MIP with EBIT/ROIC gating, indicating strong pay‑for‑performance mechanics and prudent risk controls (e.g., EBIT hurdle for >100% payout, FX standardization, clawbacks, and anti‑pledge/hedge).
- Retention/overhang: Hackney’s sizeable unvested option value and multi‑year vesting cadence (50/25/25 on FY2025 grant; 4‑year annual vesting on prior grants) reduce near‑term voluntary departure risk while creating future potential exercise windows; lack of CIC cash enhancements lowers event‑risk costs.
- Selling pressure watch‑outs: Upcoming vest dates (Oct 2026/2027/2028) could create episodic liquidity events; however, policy restrictions and ownership guidelines temper short‑term selling incentives.
- Signals: FY2025 MIP paid slightly below target (96.75%), consistent with near‑target Economic Profit delivery amid FX and LIFO headwinds; options program continuity and rising grant values vs FY2024 suggest sustained confidence in long‑term execution under the current leadership structure.