Matt Carey
GENUINE PARTSAbout Matt Carey
Matt Carey was appointed an independent director of Genuine Parts Company on September 4, 2025 and immediately joined the Audit Committee. He previously served as EVP, Customer Experience (2022–2025) and earlier EVP & CIO at The Home Depot, with prior CTO roles at eBay and Walmart; he brings deep cybersecurity and AI/technology expertise. Carey currently serves on the Chipotle board and previously served on Geeknet and TransUnion; he holds an Associate of Applied Science from Oklahoma State University–Okmulgee. Independence was affirmatively determined by GPC’s Board; no related-person transactions were disclosed in connection with his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | EVP, Customer Experience | 2022–2025 | Oversaw customer experience, technology-enabled transformation; cybersecurity oversight |
| The Home Depot | EVP & CIO | 2008–2022 | Enterprise IT leadership, cyber risk management |
| eBay | SVP & CTO | Not disclosed | Platform technology leadership |
| Walmart | SVP & CTO | Not disclosed | Retail tech operations, security |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Chipotle Mexican Grill | Director | Current (as of Sept 2025) | Committee roles not disclosed |
| Geeknet Inc. | Director | Prior | Not disclosed |
| TransUnion Corp. | Director | Prior | Not disclosed |
Board Governance
- Committee membership: appointed to GPC’s Audit Committee, which oversees financial reporting, internal controls, auditor independence, and cyber/IT risk; Audit receives regular updates from the CIO/CISO and uses NIST framework in maturity assessments .
- Independence: Board determined Carey is independent under NYSE and GPC guidelines .
- Attendance/engagement expectations: GPC guidelines expect directors to attend all Board/committee meetings; in 2024, directors had 100% Board and committee attendance and all attended the annual meeting, signaling strong engagement culture .
- Governance practices: anti-hedging and anti-pledging policies for directors; majority-independent Board; committees composed exclusively of independent directors; lead independent director with executive sessions at each regular Board meeting .
- Board refreshment and investor engagement: appointments of Carey and Carruthers were part of a cooperation agreement with Elliott, alongside a strategic/operational review and plan for a 2026 Investor Day; signals heightened oversight and focus on value creation .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee director) | $100,000 per year; paid $25,000 per quarter |
| Lead Independent Director fee | $35,000 annual additional retainer |
| Committee chair fee | $25,000 annual additional retainer (chairs only) |
| Meeting fees | None disclosed; no meeting fees |
| Equity grant (RSUs) | RSUs granted May 3, 2024 to non-employee directors; grant date value ≈ $190,000; fully vested right to receive one share on May 1, 2029 (or earlier upon death, disability, retirement, change in control) |
| Deferral | Directors may elect to defer fees under Directors’ Deferred Compensation Plan |
| New directors’ pay basis | New directors (incl. Carey) compensated on same basis as other non-employee directors |
Performance Compensation
| Component | Performance Metrics | Targets | Vesting/Settlement |
|---|---|---|---|
| Director equity (RSUs) | None (time-based, not performance-based) | Not applicable | Fully vested right to receive shares on May 1, 2029 or earlier upon specified events; settlement in stock |
Directors at GPC do not receive options or PRSUs tied to corporate performance; equity is structured as time-based RSUs, supporting alignment with shareholders while preserving independence .
Other Directorships & Interlocks
- Current: Chipotle Mexican Grill – Director .
- Prior: Geeknet Inc. – Director; TransUnion Corp. – Director .
- Related-party/transactions: GPC disclosed no related-person transactions with new directors and none required under Item 404(a) in connection with Carey’s appointment .
Expertise & Qualifications
- Technology leadership: former CIO/CTO across Home Depot, eBay, Walmart; deep enterprise systems and IT governance experience .
- Cybersecurity oversight: significant cybersecurity expertise from large-scale retail tech roles; relevant to Audit Committee cyber risk oversight .
- AI and emerging tech: brings understanding of AI and emerging technologies’ impact on customer experience and operations .
- Education: Associate of Applied Science, Oklahoma State University–Okmulgee .
Equity Ownership
| Item | Detail |
|---|---|
| Initial filing | Form 3 filed Sept 8, 2025 (period of report Sept 4, 2025); reporting person: Carey Matt; relationship: Director |
| Subsequent filing | MarketBeat shows a Form 4 for Carey on Sept 15, 2025 (details not provided here) |
| Ownership guidelines | Directors must own shares valued at 5× prior-year cash retainer; five years to comply; RSUs and deferred shares count; options/SARs excluded |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
GPC’s stock ownership guidelines and anti-hedging/pledging policies indicate strong alignment and risk controls for directors .
Governance Assessment
- Alignment and independence: Board affirmed independence; compensation structure (cash retainer + time-based RSUs) avoids performance-linked conflicts, preserving oversight objectivity .
- Committee fit: Audit Committee oversight of cyber/IT risk benefits from Carey’s CIO/CTO background; enhances board effectiveness in technology and risk governance .
- Engagement signal: Board refresh under a cooperation agreement with Elliott and plan for 2026 Investor Day signal proactive governance and shareholder responsiveness; not a conflict per se, but indicates heightened performance accountability .
- Related-party/transactions: No related-person transactions disclosed for Carey; GPC maintains formal review policy for any such transactions through the Nominating & ESG Committee .
- Attendance culture: 2024 Board/committee attendance was 100%; guideline requires full attendance—positive indicator for board discipline going forward .
- RED FLAGS: None disclosed specific to Carey (no pledging/hedging allowed; no related-party transactions; director compensation standard). Continued monitoring recommended for any future insider transactions (e.g., Form 4 activity) and potential cross-directorship conflicts if supplier/customer relationships emerge .