Naveen Krishna
GENUINE PARTSAbout Naveen Krishna
Naveen Krishna is Executive Vice President & Chief Information & Digital Officer at Genuine Parts Company (GPC). He joined GPC in 2021 to lead technology and digital strategy, bringing 25+ years of technology experience at Macy’s, The Home Depot, Target, and FedEx . Company performance in 2024 included trade sales of $23.6B (-3.4% YoY), adjusted EBITDA of ~$2.0B (88% of target), achievement of the working capital goal, 1-year TSR of -13%, and annualized 5- and 7-year TSR of 5% and 6% respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macy’s | Technology leadership roles | Not disclosed | Enterprise retail tech experience supporting large-scale digital and IT initiatives |
| The Home Depot | Technology leadership roles | Not disclosed | Home improvement retail tech, e-commerce and supply chain programs |
| Target | Technology leadership roles | Not disclosed | Consumer retail technology and digital execution |
| FedEx | Technology leadership roles | Not disclosed | Logistics tech; digital operations exposure |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $602,253 | 3% base salary increase in 2024 |
| Target Bonus (% of base) | 80% | Corporate plan: EBITDA, Sales, Working Capital |
| Actual Bonus Paid ($) | $401,053 | Total payout at 83% of target for corporate NEOs |
Performance Compensation
Annual Incentive Structure and 2024 Outcomes
| Metric | Weight | Target | Actual | Payout Mechanics | Result |
|---|---|---|---|---|---|
| Adjusted EBITDA (Corporate) | 70% | $2,261,547,000 | $1,996,502,000 (88% of target) | 45%–200% payout curve; 100% at 100% achievement | Contributed to overall 83% payout for corporate NEOs |
| Trade Sales (Corporate) | 20% | $24,118,974,000 | $23,597,104,000 (98% of target) | 0%–200% payout curve; 100% at 100% achievement | Contributed to overall 83% payout for corporate NEOs |
| Working Capital (CCC) | 10% | 30.5 days target; 31.5 min (50%); 28.5 max (150%) | 27.4 days (above max) | 50%–150% based on CCC | Component paid at 150%; overall corporate payout 83% |
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Target Shares (#) | Max Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| PRSUs | 5/3/2024 | 5,336 | 10,672 | $839,940 | Cliff vest on 3rd anniversary (May 1, 2027), subject to employment; dividends accrue and convert at vest | 85% Adjusted EBITDA, 15% ROIC with payout ranges (25% at low thresholds; 200% at high) |
| RSUs | 5/3/2024 | 3,558 | N/A | $560,065 | One-third vests annually over 3 years; dividends accrue and convert at each vest; accelerated on death/disability/retirement or certain change-in-control terms |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial Ownership (Shares) | 7,113 | Direct/indirect beneficial ownership (less than 1%) |
| Shares Outstanding (Record Date) | 138,782,030 | Record as of 2/19/2025 |
| Ownership as % of Shares Outstanding | ~0.0051% (7,113 ÷ 138,782,030) | Computation based on disclosed figures |
| Unvested RSUs | 6,197 | Footnote disclosure (excluded from beneficial ownership total) |
| Unvested PRSUs | 15,357 | Footnote disclosure (excluded from beneficial ownership total) |
| Outstanding Unvested Awards at 12/31/2024 | RSUs 3,610 ($421,533); PRSUs 5,414 ($632,181); RSUs 1,867 ($218,028); PRSUs 4,202 ($490,625); 2022 awards 6,460 ($754,221) | Values reflect $116.76 per share at 12/31/2024 |
| Stock Options | None outstanding for Krishna; Company has not granted options since 2017 | |
| Stock Ownership Guidelines | NEOs: 3× prior-year salary; 5-year compliance window | All executives in compliance as of 12/31/2024 |
| Hedging/Pledging Policy | Prohibited for directors and executive officers | Anti-hedging and anti-pledging in Insider Trading Policy |
| Nonqualified Deferred Comp Balance | $3,112,479 at FYE 2024 | 2024 executive contributions $854,871; earnings $348,310 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | No employment contracts; change-in-control agreements only |
| Change-in-Control Structure | “Double-trigger” (benefits upon qualifying termination following a change in control); grants also subject to “double-trigger” vesting |
| Severance Economics (Involuntary Termination Following Change-in-Control) | Cash severance $2,467,157; RSU/PRSU acceleration value $2,516,588; Health & welfare continuation $43,512; Nonqualified deferred comp balance $3,112,479; Total illustrated value $8,139,736 |
| Clawback | Company clawback policy for incentive-based compensation upon restatement; compliant with NYSE/SEC rules |
| Tax Gross-ups | No excise tax gross-ups under change-in-control agreements |
| Anti-hedging/Pledging | Prohibited for directors and executive officers |
| 2025 Retention RSUs | $1.5M grant value; cliff vests on 3rd anniversary of grant; if terminated without cause/for good reason before vest, fully vests and is settled in cash at termination based on closing price |
Performance & Track Record
- 2024: Trade sales $23.6B (-3.4% YoY), Adjusted EBITDA ~$2.0B (88% of target), working capital target achieved; 1-year TSR -13%; annualized 5- and 7-year returns 5% and 6% .
- Krishna was appointed to drive technology and digital execution, with prior leadership across major retailers and logistics; his mandate includes accelerating customer experience, technology execution, and digital capabilities globally .
Compensation Structure Notes
- High proportion of performance-based pay via PRSUs tied to multi-year Adjusted EBITDA and ROIC; RSUs provide retention via 3-year graded vesting .
- 2024 base increase of 3% for Krishna; target bonus 80% of salary; actual annual incentive paid at 83% of target reflecting performance shortfalls vs EBITDA/sales targets and strong working capital outperformance .
- Company uses a broad peer group across automotive parts, industrial distribution, and specialty retail to benchmark to size-adjusted 50th percentile; Meridian Compensation Partners serves as independent advisor (no conflicts) .
Investment Implications
- Alignment: Strong pay-for-performance structure (PRSUs: EBITDA/ROIC; RSUs graded vesting), clawback, and 3× salary ownership guideline with compliance reduce agency risk and support long-term alignment .
- Retention: The September 2025 $1.5M cliff-vesting RSU grant for Krishna is explicitly retention-oriented; acceleration and cash settlement on certain terminations mitigates forced attrition risk but could create a near-term cash outflow upon termination—watch future 8-Ks and potential organizational changes .
- Selling pressure: Anti-hedging/pledging policy reduces structural selling/hedging risk; upcoming RSU vest dates (May 1, 2025–2027) and PRSU cliff (May 1, 2027) plus the 2025 retention RSU cliff in 3 years are calendar catalysts—monitor Form 4 activity around these dates .
- Change-in-control economics: Double-trigger structure with illustrated cash severance ~$2.47M plus equity acceleration ($~2.52M) underscores meaningful protection; in a strategic event, expect executive continuity incentives and potential accelerated equity settlement .
- Performance risk: 2024 undershoot to EBITDA/sales targets (88%/98%) and negative 1-year TSR (-13%) weighed on incentive payouts; sustained improvement in EBITDA trajectory and ROIC will be key for PRSU outcomes (2024–2026 cycle) .