Christopher T. Galla
GENUINE PARTSAbout Christopher T. Galla
Senior Vice President, General Counsel and Corporate Secretary at Genuine Parts Company (GPC). Age 50. Appointed to current role on February 13, 2024; previously SVP & General Counsel (2022–2024), VP & General Counsel (2020–2022), VP & Assistant General Counsel (2015–2020); joined GPC in 2005 after six years in private practice . 2024 company performance framing his incentives: trade sales $23.6B (98% of target), Adjusted EBITDA $2.0B (88% of target), Cash Conversion Cycle 27.4 days vs 30.5-day target; one‑year TSR −13%, with 5‑ and 7‑year annualized TSR of 5% and 6% .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Genuine Parts Company | SVP, General Counsel & Corporate Secretary | 2024–Present | Appointed Feb 13, 2024 |
| Genuine Parts Company | SVP & General Counsel | 2022–2024 | |
| Genuine Parts Company | VP & General Counsel | 2020–2022 | |
| Genuine Parts Company | VP & Assistant General Counsel | 2015–2020 | |
| Genuine Parts Company | Various legal roles | 2005–2015 | Joined GPC in 2005 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Private practice | Attorney | ~1999–2005 | Six years in private practice prior to GPC |
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary ($) | 433,225 |
| Target Bonus (% of base) | 75% |
| Actual Bonus Paid ($) | 274,737 |
| 2024 Base Salary Increase | 10% |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Results
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Adjusted EBITDA (Corporate) | 70% | $2,261,547,000 | $1,996,502,000 | 88% metric attainment |
| Trade Sales (Corporate) | 20% | $24,118,974,000 | $23,597,104,000 | 98% metric attainment |
| Working Capital (CCC) | 10% | 30.5 days target; 28.5 days max (150%); 31.5 days min (50%) | 27.4 days | Above max level for CCC |
| AIP Payout (Galla) | — | — | — | 83% of target bonus |
Notes: AIP payout curve pays 0–200% for EBITDA and Sales, with straight-line interpolation . Committee did not exercise discretion to adjust payouts .
Long-Term Incentives (LTIs)
Program design: 60% Performance RSUs (PRSUs), 40% time-based RSUs. PRSUs measure 3-year cumulative Adjusted EBITDA (85% weight) and 3-year average ROIC (15%), with a 3-year cliff vest; RSUs vest ratably over 3 years (1/3 each year). Dividend equivalents accrue and are paid only on earned shares .
2024 Grants to Galla (Grant date: May 3, 2024)
| Award | Shares/Units | Grant-Date Fair Value ($) | Vesting/Settlement |
|---|---|---|---|
| PRSUs (target) | 3,812 | 600,047 | Earn over 2024–2026 on EBITDA/ROIC; vest May 1, 2027 |
| RSUs | 2,541 | 399,979 | 1/3 each year; settle May 1, 2025/2026/2027 |
PRSUs payout curves: EBITDA 0% <80% of goal; 25% at 80%; 100% at 100%; 200% at ≥120%. ROIC 0% <80.88%; 25% at 80.88%; 100% at 94.12–105.88%; 200% at ≥123.53% .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 3,532 shares |
| Ownership as % of Shares Outstanding | ≈0.0025% (3,532 / 138,782,030) |
| Unvested RSUs (excludes accrued dividends) | 3,548 units |
| Unvested PRSUs (target) | 6,951 units |
| Outstanding Equity Awards at 12/31/2024 | RSUs: 2,578 (2024 grant), 812 (2023); PRSUs (target): 3,868 (2024 grant), 1,827 (2023); plus 1,414 (2022 awards) |
| Stock Options | None outstanding; company has not granted options since 2017 |
| Anti-Hedging/Anti-Pledging | Hedging and pledging prohibited for directors and executive officers |
| Ownership Guidelines | NEOs: 3× prior year’s salary; 5-year compliance window; all executives in compliance as of 12/31/2024 |
| Clawback Policy | Recovers incentive-based compensation upon restatement per NYSE rules |
| Nonqualified Deferred Comp (balance at 12/31/2024) | $186,578; 2024 earnings $35,464 |
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | GPC has no employment contracts; executives have change-in-control (CIC) agreements |
| CIC Trigger | Double-trigger: severance only upon qualifying termination within 2 years after a CIC |
| CIC Cash Severance Formula | 2× (Annual Base Salary + average of prior 3 annual bonuses), lump sum |
| Health & Welfare Continuation | Up to 24 months of group health coverage; last 6 months paid as taxable payments per COBRA “applicable premium” |
| No Excise Tax Gross-Ups | No 280G excise tax gross-ups |
| Confidentiality/Arbitration | Confidentiality and arbitration provisions in CIC agreement |
Quantified benefits for Galla (as of 12/31/2024 scenario analysis)
| Scenario | Cash Severance ($) | Accelerated Equity ($) | SRP/Pension/TDSP ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination following CIC | 1,305,923 | 1,225,827 | SRP 1,182,082; Pension 5,650; TDSP 186,578 | 40,428 | 3,946,488 |
| Death | — | 1,225,827 | SRP 910,802; Pension 6,481; TDSP 186,578 | — | 2,329,688 |
| Disability | — | 1,225,827 | SRP 99,131; Pension 5,650; TDSP 186,578 | — | 1,517,186 |
Retirement programs (present value at 12/31/2024): Pension Plan $35,272; Supplemental Retirement Plan (DB SRP) $849,917 .
Compensation Structure Analysis
- Mix and alignment: NEO target pay balances cash AIP with majority in equity (PRSUs/RSUs) with 3‑year vesting; no stock options granted since 2017, reducing optionality risk and limiting forced selling from expiring options .
- Performance rigor: AIP weighted to EBITDA (70%), sales (20%), and working capital (10%) with 0–200% curves; 2024 paid 83% of target reflecting below‑target EBITDA and near‑target sales despite CCC outperformance—evidence of pay-for-performance .
- LTI metrics and horizon: PRSUs tied to 3‑year EBITDA (85%) and ROIC (15%) with transparent payout curves; RSUs vest over 3 years, aiding retention and alignment .
- Governance protections: Ownership guidelines (3× salary for NEOs), anti‑hedging/anti‑pledging, and clawback policy reduce misalignment risk; say‑on‑pay support ~92% in 2024 underscores shareholder acceptance .
Say‑on‑Pay, Peer Group, and Committee Practices
- Say‑on‑pay 2024 approval: ~92% of shares present supported NEO compensation .
- Peer group methodology: Size‑adjusted sample across auto parts, industrial distribution, and specialty retail; list includes AutoZone, O’Reilly, LKQ, W.W. Grainger, MSC Industrial, Parker‑Hannifin, CDW, etc. .
- Independent advisor: Meridian Compensation Partners advises on pay levels, plan design, and trends; Committee determined no conflicts of interest .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives and directors (mitigates alignment risk) .
- Option repricing: Never re‑priced; no option grants since 2017 (limits governance risk) .
- Tax gross‑ups: No CIC excise tax gross‑ups (shareholder friendly) .
- Clawback: Implemented per NYSE rules for restatements .
- Related party transactions: Not disclosed for Galla in the proxy; standard related‑party section provided (no item flagged) .
Equity Vesting and Potential Selling Pressure
- Time‑based RSUs vest 1/3 annually over three years; 2024 award settles May 1, 2025/2026/2027—creates periodic taxable events but no forced selling requirement disclosed .
- PRSUs cliff‑vest at three years subject to performance; payout variability linked to EBITDA/ROIC reduces certainty of near‑term supply .
- No options outstanding; reduces expiration‑driven sales pressure .
- Anti‑pledging policy eliminates share‑pledge risk .
Employment Terms – Additional Details
- No employment contracts or guaranteed severance outside CIC agreements; severance protections are double‑trigger, time‑limited (two years post‑CIC) and formulaic (2× salary+bonus), with welfare benefit continuation; confidentiality and arbitration apply .
Investment Implications
- Pay-for-performance integrity: Sub‑target AIP payout (83%) against below‑target EBITDA demonstrates discipline; LTI metrics (EBITDA/ROIC) align with value creation and cash discipline important to GPC’s distribution model .
- Retention profile: Multi‑year RSU/PRSU vesting and ownership guidelines support retention; absence of options reduces volatility in insider supply; anti‑pledging lowers tail risks .
- CIC economics: Double‑trigger structure, 2× cash multiple, and quantified benefits provide clarity on downside risk in strategic scenarios ($3.95M illustrative total for Galla), but terms are within market norms and lack gross‑ups .
- Alignment check: Modest current beneficial ownership (≈0.0025% of shares outstanding) supplemented by unvested equity and guidelines compliance supports alignment without excessive concentration risk .