Court Carruthers
GENUINE PARTSAbout Court Carruthers
Independent director appointed to GPC’s Board on September 4, 2025; currently Vice Chair and former President & CEO of TricorBraun, with prior senior leadership at Grainger (Group President, Americas) and public board experience at Ryerson (NYSE: RYI), US Foods, Foundation Building Materials, and Monotaro. Education includes DBA (Pepperdine), MBA (Queen’s), B.Comm (University of Alberta); credentials: FCPA, FCMA (Ontario) and ICD.D. Board determined him independent under NYSE standards; initially filed a Form 3 reporting no beneficial ownership at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TricorBraun | Vice Chair; formerly President & CEO | 2017–2025 (CEO), Vice Chair from May 2025 | Led global packaging distributor; succession to new CEO; continued board service |
| W.W. Grainger | Group President (Americas) | — | Led ~$9B Americas business; oversaw global eCommerce platform |
| US Foods (NYSE: USFD) | Director (prior) | — | Board oversight at national distributor |
| Foundation Building Materials (NYSE: FBM) | Director (prior) | — | Board oversight at building materials distributor |
| Monotaro (JP: 3064) | Director (prior) | — | Board oversight at Japan eCommerce MRO distributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ryerson Holding (NYSE: RYI) | Director | Current | Global metals distributor and processor |
| Lake Forest Open Lands Association | Governor | Current | Non‑profit board role |
Board Governance
- Committee assignments: Member, Compensation & Human Capital Committee (CHC); Matt Carey to Audit. Appointments made under cooperation agreement with Elliott; new directors to be included in 2026 slate .
- Independence: Board determined Carruthers is independent under NYSE standards and GPC guidelines .
- Attendance and engagement: Board reported in 2024 all directors attended four Board meetings and all committee meetings; independent directors held four executive sessions chaired by the Lead Independent Director (pre‑retirement of prior LID). P. Russell Hardin subsequently identified as Lead Independent Director on GPC’s site .
- Governance signals: Appointment occurred alongside an Elliott cooperation agreement and an ongoing operational/strategic review (including potential separation scenarios) with plan for an Investor Day in 2026—indicative of heightened board engagement in value creation and oversight .
- Say-on-pay support: 2024 advisory vote approval ~92%, indicating investor support for compensation oversight .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 per year ($25,000 per quarter) | Lead Independent Director: +$35,000; Committee Chairs: +$25,000 |
| Equity grants (RSUs) | ~$190,000 grant date value; one RSU per share; “fully vested right” to receive shares on May 1, 2029 or earlier upon death, disability, retirement, or change in control | Granted May 3, 2024 to then‑serving directors; New Directors (Sept 2025) will be compensated on same basis as other non‑employee directors |
| Deferred Compensation | Directors may defer fees under Directors’ Deferred Compensation Plan | Common stock equivalents accumulated in plan |
- Stock ownership guidelines: Non‑employee directors must own stock equal to 5x prior year’s cash retainer; five years to comply; RSUs and director deferred compensation shares count; options/SARs excluded .
Performance Compensation
| Element | Performance Metrics | Vesting/Settlement | Notes |
|---|---|---|---|
| Director equity grants (RSUs) | None (not performance‑conditioned) | Deferred settlement to 2029 or earlier per conditions | Director comp is primarily fixed cash + time‑based/deferred RSUs; no TSR/financial metrics apply |
Other Directorships & Interlocks
| Company | Sector Relationship to GPC | Potential Interlock/Conflict Notes |
|---|---|---|
| Ryerson Holding (RYI) | Industrial metals distribution; adjacency to Motion’s industrial customers | No related‑person transactions disclosed with Carruthers; Board affirmed independence . |
| US Foods, FBM, Monotaro (prior boards) | Foodservice/building materials/MRO eCommerce | Prior roles broaden distribution oversight experience; no current related‑party exposure disclosed . |
- Related‑party transactions: Company policy requires Nominating & ESG Committee review; no material related‑person transactions disclosed in 2024–Feb 2025 proxy; new director appointments disclosed with no related‑person transactions requiring disclosure .
Expertise & Qualifications
- Deep industrial/automotive aftermarket and distribution leadership (Grainger Americas, TricorBraun) .
- Governance credentials: FCPA, FCMA (Ontario), ICD.D; advanced degrees (DBA, MBA, B.Comm) .
- Digital/eCommerce operating expertise (Grainger global platform) relevant to GPC’s strategy .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial beneficial ownership | Form 3 filed 2025‑09‑08 indicates “No securities are beneficially owned” at appointment | |
| Ownership guidelines | 5x prior year cash retainer; five-year compliance window; RSUs and deferred shares count | |
| Anti‑hedging/pledging | Directors prohibited from hedging or pledging company stock |
Insider Trades
| Date | Filing | Transaction | Shares | Notes |
|---|---|---|---|---|
| 2025‑09‑08 | Form 3 | Initial statement of beneficial ownership | — | Filed via attorney‑in‑fact; remarks: “No securities are beneficially owned” |
Governance Assessment
- Strengths: Independent appointment with deep distribution and eCommerce expertise; placement on CHC committee aligns with operating/people strategy; strong governance credentials; board engaged with activists via cooperation agreement, signaling responsiveness and strategic review focus .
- Alignment: Director ownership guidelines and deferred RSUs promote long‑term alignment; anti‑hedging/pledging policies reduce misalignment risk .
- RED FLAGS/Potential risks: Activist‑driven appointment may indicate near‑term strategic shifts (e.g., separation review) and increased board pressure; initial zero share ownership at appointment until equity accrues under director program; monitor for any related‑party ties as TricorBraun/Ryerson operate adjacent to Motion’s ecosystem (none disclosed) .
- Board effectiveness context: 2024 attendance/full participation and regular independent executive sessions; CHC uses independent consultant (Meridian) and annually reviews compensation risk; recent refreshment and LID succession (Hardin) support oversight continuity .