Laurie Schupmann
GENUINE PARTSAbout Laurie Schupmann
Laurie Schupmann, age 62, is an independent director nominee to the GPC Board for election at the April 28, 2025 Annual Meeting. She spent 39 years at PwC, serving in various leadership roles, including Global Client Partner from October 1995 to June 2023, and brings extensive accounting, auditing, internal control, and SEC reporting expertise; the Board has determined she meets SEC “audit committee financial expert” requirements and is independent under NYSE rules . If elected, she will join the Audit Committee; her tenure on GPC’s Board would commence following the 2025 Annual Meeting, with the Board size reduced from 15 to 12 immediately thereafter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PwC | Global Client Partner; leadership roles | Oct 1995–Jun 2023; total 39 years | Advised senior executives and boards on acquisitions/divestitures, standardization/centralization of accounting, control and compliance processes, governance and ERM, internal audit optimization, enterprise systems implementations, and financial reporting compliance and quality . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | Proxy biography lists PwC; no other public company directorships disclosed for Schupmann . |
Board Governance
- Independence: Board affirmatively determined nine of twelve nominees, including Schupmann, are independent per NYSE standards; Board committees are composed exclusively of independent directors .
- Committee assignment: Upon election, Schupmann will be appointed to the Audit Committee and is designated an “audit committee financial expert” .
- Attendance: In 2024, all sitting directors attended all four Board meetings and all committee meetings; directors are expected to attend all Board/committee meetings and the annual meeting .
- Board refreshment: Schupmann is nominated in connection with four retirements; upon election the Board’s average tenure will be ~six years and Board size will be reduced to twelve .
- Lead Independent Director and executive sessions: Independent directors held four executive sessions in 2024, chaired by the Lead Independent Director; a new Lead Independent Director will be appointed after the 2025 Annual Meeting .
Fixed Compensation
| Component | Amount / Terms | Vesting / Timing |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 per year | Paid quarterly ($25,000 per quarter) . |
| Committee chair retainer | +$25,000 per year | Paid to each Committee Chair . |
| Lead Independent Director retainer | +$35,000 per year | Paid to Lead Independent Director . |
| Annual RSU grant | ~$190,000 grant-date value (example: 1,207 RSUs granted May 3, 2024) | Fully vested RSUs deliver shares May 1, 2029 or earlier upon death, disability, retirement, or change in control . |
| Director stock ownership guideline | 5× prior-year cash retainer; 5 years to meet | Shares counted include RSUs and deferred stock units; excludes unexercised options/SARs . |
Performance Compensation
| Element | Performance Metrics | Terms |
|---|---|---|
| Director equity awards | None disclosed (time-based RSUs only) | Non-employee director awards are RSUs with time-based delivery; no performance metrics (e.g., PRSUs) are disclosed for directors . |
Other Directorships & Interlocks
| Category | Company / Role | Notes |
|---|---|---|
| Current public boards | Not disclosed | No other public company boards disclosed for Schupmann in GPC’s proxy . |
| Interlocks | None disclosed | Compensation Committee interlocks disclosed for 2024 do not involve Schupmann (nominee) . |
Expertise & Qualifications
- Financial/accounting expert: Deep experience in auditing, internal controls, SEC reporting; designated “audit committee financial expert” .
- Transactional and controls experience: Advised on M&A, accounting standardization, governance/ERM, internal audit optimization, and enterprise systems implementations for public companies .
- Board matrix: Skills encompass finance/accounting and international experience; independence affirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Laurie Schupmann | — | 0.000% | As of Feb 19, 2025, proxy lists “—” for Schupmann’s beneficial ownership; shares outstanding were 138,782,030 . |
| Pledging/Hedging | Prohibited | — | Company anti-hedging and anti-pledging policy applies to directors . |
| Ownership guidelines | 5× cash retainer | 5 years to comply | Director guideline and timing per policy . |
Governance Assessment
- Board effectiveness: Schupmann’s audit pedigree and “financial expert” designation strengthens the Audit Committee’s oversight of financial reporting, internal controls, and cyber/IT risk—areas explicitly overseen by the Audit Committee .
- Independence and alignment: Independence affirmed; robust governance (majority independent Board, annual elections, majority voting in uncontested elections, resignation policy) supports investor confidence .
- Compensation alignment: Director pay mix is conventional—modest cash plus time-based RSUs and ownership guidelines (5× retainer), with anti-hedging/pledging—indicative of alignment without performance gaming; no director perquisites disclosed beyond standard program .
- Conflicts/related-party exposure: No material related-person transactions identified for FY2024; PwC is not GPC’s auditor (EY is auditor), reducing perceived audit firm conflicts; related-party transactions are reviewed by Nominating & ESG Committee for amounts >$120,000 .
- Attendance and engagement: Board culture emphasizes attendance and executive sessions of independent directors, which all directors achieved in 2024; Schupmann’s engagement should be evaluated post-election via future proxies .
- Say-on-pay context: 92% support in 2024 suggests shareholder confidence in governance and compensation frameworks, indirectly supportive of Board oversight quality .
RED FLAGS: None identified specific to Schupmann in the proxy. Monitoring points include any future related-party engagements connected to former employer (PwC) and compliance with director ownership guidelines over the 5-year window .