Juliette W. Pryor
GENUINE PARTSAbout Juliette W. Pryor
Independent director since 2021 (age 60), serving on GPC’s Nominating & ESG Committee. Pryor is Chief Legal Officer and Corporate Secretary of Lowe’s Companies, Inc.; prior roles include General Counsel/Corporate Secretary at Albertsons (2020–2023), Cox Enterprises (2016–June 2020), US Foods (2005–2016), General Counsel at e.spire Communications, and earlier at Skadden Arps. The Board identifies her expertise in legal, compliance, governance, enterprise risk, and large-scale corporate transactions across retail, distribution, and automotive services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | Chief Legal Officer & Corporate Secretary | Current | Leads legal, compliance, government affairs, sustainability, ERM, privacy |
| Albertsons Companies | General Counsel & Corporate Secretary | 2020–2023 | Led legal, compliance, government affairs; Fortune 100 retailer |
| Cox Enterprises | General Counsel & Corporate Secretary | 2016–June 2020 | Legal governance for communications/media/automotive conglomerate |
| US Foods | Legal leadership | 2005–2016 | Corporate legal roles in distribution |
| e.spire Communications | General Counsel | Prior to US Foods | Telecom startup GC |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney | Career start | Corporate law training |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Lowe’s Companies, Inc. | Chief Legal Officer & Corporate Secretary | Public company executive, not disclosed as a GPC interlock |
Board Governance
- Committee assignments: Member, Nominating & ESG Committee; 2024 members were Russ Hardin (Chair), Robin Loudermilk, Juliette Pryor, Darren Rebelez .
- Independence: Board affirmatively determined Pryor is independent under NYSE standards; nine of twelve director nominees are independent; committees are comprised exclusively of independent directors .
- Attendance and engagement: Board held four meetings in 2024; all directors attended all Board meetings; all committee members attended all meetings of their committees; all directors attended the 2024 Annual Meeting; independent directors met in executive session at all regularly scheduled Board meetings .
- Oversight scope (committee charters): Nominating & ESG oversees governance guidelines, director succession, ESG strategy, Board evaluations, and related person transactions .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee directors are paid $25,000 per quarter; approved unchanged in April 2024 . |
| Committee chair fee | $0 | $25,000 annually applies to chairs; Pryor is a member, not chair . |
| Lead Independent Director fee | $0 | $35,000 annually applies to LID; Pryor is not LID . |
| Meeting fees | None disclosed | No meeting fees indicated in program description . |
| Deferred compensation | Elected participation | Directors may elect to defer fees; Pryor holds 2,950 common stock equivalents under the Directors’ Deferred Compensation Plan . |
2024 Director Compensation outcome for Pryor:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 190,000 | 290,000 |
| (Grant-date fair value under ASC 718) . |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Settlement/Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (director grant) | May 3, 2024 | 1,207 | $190,000 | Each RSU is a fully vested right to receive 1 share on May 1, 2029, or earlier upon death, disability, retirement, or change in control . | None disclosed for directors; awards are not tied to financial/ESG metrics . |
Directors are subject to robust stock ownership requirements (5× annual cash retainer within five years) and as of Dec 31, 2024 all non-employee directors were in compliance .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Pryor in GPC’s proxy . |
Expertise & Qualifications
- Legal, compliance, governance, ERM, privacy; leadership in IPOs, multi-billion-dollar M&A/divestitures, restructurings, and entity transformations .
- Sector experience: retail, distribution, automotive services; boardroom experience across multiple corporations .
- Independent director; ESG and governance oversight via Nominating & ESG .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Juliette W. Pryor | 8,433 | <1% | Includes 5,483 RSUs and 2,950 common stock equivalents under Directors’ Deferred Compensation Plan . |
Additional director RSU holdings as of Dec 31, 2024:
| Director | RSUs Held |
|---|---|
| Juliette W. Pryor | 5,483 |
| (Company-wide director RSU table; Pryor-specific row shown) . |
Ownership alignment policies:
- Stock ownership guideline: 5× prior-year cash retainer; five-year compliance window; all directors compliant as of Dec 31, 2024 .
- Anti-hedging and anti-pledging policies for directors and executive officers .
Insider Trades (Form 4 References)
| Date | Form | Transaction Type | Instrument | Source |
|---|---|---|---|---|
| Oct 6, 2025 | Form 4 | Phantom stock accruals under Directors’ Deferred Compensation Plan (economic equivalent of GPC common stock) | Phantom stock | |
| Nov 2021 (example filing) | Form 4 | Deferred compensation/phantom stock entry | Phantom stock |
Note: Public summaries indicate phantom stock entries, not open-market buys/sells; quantities are contained in the XML filings referenced above.
Governance Assessment
- Strengths: Independent director; 100% attendance at Board and committee meetings in 2024; active member of the Nominating & ESG Committee overseeing governance and related-party reviews; compliant with robust stock ownership guidelines; company policies prohibit hedging/pledging by directors .
- Compensation alignment: Mix is standard for GPC directors—cash retainer plus deferred RSUs; no performance-linked director pay, reducing risk of short-termism; RSUs settle on a long-dated schedule with change-in-control acceleration triggers consistent with market practice .
- Conflicts/related-party exposure: Nominating & ESG Committee reviews related person transactions; company reported no material related person transactions through FY2024; no Pryor-specific related transactions disclosed .
- RED FLAGS: None disclosed—no low attendance, no pledging/hedging reported, no related-party transactions; maintain monitoring due to Pryor’s full-time CLO role at Lowe’s for potential time-commitment considerations, though attendance disclosures indicate full engagement .