Bert Nappier
GENUINE PARTSAbout Bert Nappier
Bert (Herbert C.) Nappier is Executive Vice President and Chief Financial Officer (CFO) of Genuine Parts Company, appointed CFO effective May 2, 2022; he previously served as EVP, Finance & Treasurer at FedEx and held senior finance and operating roles including President of FedEx Express Europe and CEO of TNT Express; he was age 48 at appointment in 2022 (education not disclosed in filings reviewed) . During his tenure, GPC’s annual trade sales were $24.4B in 2023 (99% of target) and $23.6B in 2024 (98% of target), with Adjusted EBITDA of $2.2B in 2023 (101% of target) and $2.0B in 2024 (88% of target); one-year TSR was -20.2% in 2023 and -13% in 2024, with multi‑year annualized TSR of 13.2%/10.1% (3/5‑yr) in 2023 and 5%/6% (5/7‑yr) in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FedEx Corporation | EVP, Finance & Treasurer | 2020–2022 | Led corporate finance, cash management, global tax strategy, risk management and corporate development . |
| FedEx Express Europe / TNT Express | President, FedEx Express Europe; CEO, TNT Express | 2018–2020 | Led FedEx’s largest acquisition integration and European operations . |
| FedEx Express (International) | SVP, International CFO | 2016–2018 | Oversaw global financial management for international operations . |
| FedEx Corporation | Staff VP, Global Integration | 2015–2016 | Managed enterprise integration initiatives . |
| FedEx Corporation | Corporate Controller | 2009–2015 | Led corporate accounting and controls . |
| FedEx Corporation | Staff Director, Financial Reporting | 2005–2009 | Directed SEC reporting . |
| Wright Medical Technology | Director, SEC Reporting & Accounting | Pre‑2005 | Public-company reporting leadership . |
| Ernst & Young LLP | Audit Manager | ~6 years | Public accounting experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| – | – | – | No additional external public company directorships disclosed in reviewed filings . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 565,625 | 690,000 | 721,063 (5% increase in 2024 for market alignment/responsibility expansion) |
| Target Bonus (% of Salary) | 85%–185% (per 2022 offer letter) | 85% | 90% |
| Actual Annual Bonus ($) | 960,500 | 552,825 | 542,719 (83% of target payout cohort) |
| Stock Awards – Grant Date Fair Value ($) | 4,150,050 | 1,900,118 | 2,199,962 |
| All Other Compensation ($) | 5,906 | 16,500 (401k match) | 5,188 (401k match) |
Performance Compensation
Annual incentive design for corporate NEOs (including the CFO): 70% Adjusted EBITDA, 20% Sales, 10% Working Capital improvement; strict formula application without discretionary adjustments .
2024 Annual Incentive Outcomes (Corporate)
| Metric | Weight | Target | Actual | Payout Component |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | $2,261,547,000 | $1,996,502,000 (88% of target) | Earnout per schedule; cohort payout 83% of total target . |
| Sales (Trade Sales) | 20% | $24,118,974,000 | $23,597,104,000 (98% of target) | Earnout per schedule; cohort payout 83% of total target . |
| Working Capital (CCC) | 10% | 30.5 days target; 28.5 max; 31.5 min | 27.4 days (above max threshold) | 150% for this component; combined cohort payout 83% . |
2023 Annual Incentive Outcomes (Corporate)
| Metric | Weight | Target | Actual | Payout Component |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | $2,141,351,000 | $2,157,346,000 (101% of target) | Earnout per schedule; cohort payout 94% . |
| Sales (Trade Sales) | 20% | $24,630,629,000 | $24,427,609,000 (99% of target) | Earnout per schedule; cohort payout 94% . |
| Working Capital (CCC) | 10% | 23.2 days target; 21.2 max; 24.2 min | 27.0 days | No payout; combined cohort payout 94% . |
Long-term incentives (PRSUs/RSUs):
- RSUs vest one-third annually over three years; 2024 RSUs settle on May 1, 2025/2026/2027 .
- PRSUs vest based on 3‑year cumulative Adjusted EBITDA (85% weight) and 3‑year average ROIC (15% weight) with 25%/100%/200% payouts at thresholds/target/max and cliff vest at the third anniversary (2024 grant vests May 1, 2027; 2023 grant vests May 1, 2026) .
Equity Ownership & Alignment
| Item | As of Dec 31, 2024 / Record Dates | Detail |
|---|---|---|
| Beneficial Ownership | 10,604 shares (Feb 19, 2025; <1% of shares outstanding) | CFO beneficially owned less than 1% . |
| Unvested Equity (footnotes) | 17,509 RSUs; 27,292 PRSUs (as of Feb 19, 2025) | Unvested awards excluded from beneficial ownership table . |
| Outstanding Equity Awards (counts, market value) | RSUs: 5,672 (2024 grant; $662,273), 3,086 (2023; $360,342), 7,269 (2022; $848,730); PRSUs: 8,509 (2024 target; $993,528), 6,943 (2023 target; $810,618), combo 13,322 (2022; $1,555,464); market values at $116.76 | Vesting dates: PRSUs 2024/2023 vest on third anniversary (or earlier upon certain events); RSUs vest one-third per year . |
| Ownership Guidelines | NEOs required to own ≥3× prior‑year salary; 5‑year compliance window; executives in compliance as of Dec 31, 2024 | PRSUs counted; unexercised options excluded . |
| Hedging/Pledging | Prohibited for directors/executives by Insider Trading Policy | Anti‑hedging and anti‑pledging policies . |
Insider transactions and selling pressure:
- RSU settlements occur each May 1 (2025/26/27), which can concentrate vest‑related activity; monitoring Form 4s around vest dates is prudent .
- Aggregator sites show CFO non‑open market grant/disposition entries; rely on primary SEC filings for trading signals .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Company discloses no employment contracts or guaranteed severance for NEOs other than double‑trigger change‑in‑control agreements; no excise tax gross‑ups . |
| Change-in-Control Economics (as of Dec 31, 2024) | Cash severance: $2,955,451; equity acceleration: $5,230,955; health & welfare continuation: $44,148; total: $8,230,554 . |
| Change-in-Control Economics (as of Dec 31, 2023) | Cash severance: $3,301,000; equity acceleration: $5,510,624; health & welfare continuation: $45,564; total: $8,857,188 . |
| Clawback | NYSE/SEC compliant clawback policy for incentive‑based compensation following a restatement . |
| Equity Vesting Accelerations | Awards subject to “double‑trigger” vesting upon change in control . |
| Tax Gross‑Ups | None for perquisites/benefits (other than relocation) . |
| Deferred Compensation | CFO reported no deferrals or balances under nonqualified plan in 2024 . |
Retention and severance developments:
- On Sep 4, 2025, the Board approved time‑based RSU retention grants for named executives, and adopted a form of Severance Agreement with each executive, enhancing retention and transition protections (see exhibits) .
Performance & Track Record
- 2024 context: macro softness; corporate restructuring to optimize cost structure; five and seven‑year annualized returns at 5% and 6%; dividend increased and continued for the 68th consecutive year .
- CFO commentary highlighted tariff pass‑through balance, inflation run‑rate impacts (low single‑digit revenue and COGS effects), and disciplined capital allocation; inventories positioned to support rebound .
- 2025 guidance posture: willingness to lean further into restructuring and back‑office streamlining while protecting customer‑facing roles; rollover benefits from 2024 actions into 2025 .
Compensation Structure Analysis
- Mix and targets: CFO’s target bonus increased from 85% (2023) to 90% (2024); LTIs sized to ~301% of salary in 2024; program emphasizes performance‑based pay and stock‑price alignment .
- Metric rigor: introduction (in 2023) of 3‑year PRSUs tied to Adjusted EBITDA and ROIC improved alignment with long‑term value creation vs prior 1‑year EBITDA design .
- Governance signals: strong say‑on‑pay support (~92% in 2024), no option repricing, dividend equivalents on PRSUs only if earned, anti‑hedging/pledging .
Compensation peer group and benchmarking:
- Benchmarked to size‑adjusted 50th percentile; peer set spans automotive parts, industrial parts, specialty retail (e.g., O’Reilly, AutoZone, LKQ, W.W. Grainger, MSC, Arrow Electronics, US Foods) .
- Philosophy stresses market competitiveness, internal equity, and retention of critical talent .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval ~92% at 2024 annual meeting, with Board/Committee maintaining core program structure .
- Ongoing shareholder engagement on governance/compensation; program refinements (e.g., PRSU redesign in 2023) reflect feedback .
Investment Implications
- Alignment: CFO’s pay mix is heavily performance‑based with multi‑year PRSUs tied to Adjusted EBITDA and ROIC, supporting long‑term value orientation; anti‑hedging/pledging and ownership guidelines enhance alignment .
- Retention risk/RSU overhang: Significant unvested RSUs/PRSUs (17,509/27,292) and May 1 settlement cadence could create vest‑related supply; 2025 retention RSUs and new severance agreements reduce near‑term flight risk .
- Incentive levers: Annual bonus weighting (70% EBITDA, 20% sales, 10% working capital) plus 3‑year PRSUs push toward margin/ROIC discipline and working capital efficiency; below‑target payouts in 2024 (83%) reflect program sensitivity to macro pressure and support pay‑for‑performance credibility .
- Change‑in‑control economics: Double‑trigger severance and equity acceleration are standard and not excessive; absence of excise tax gross‑ups is shareholder‑friendly .