P. Russell Hardin
GENUINE PARTSAbout P. Russell Hardin
Independent director at Genuine Parts Company since 2017 (8 years of service), age 67. Former President (2006–January 2025) and current Trustee of the Robert W. Woodruff Foundation and affiliated foundations, overseeing ~$11 billion in assets and ~$400 million in annual grants; previously practiced law at King & Spalding. Board experience includes Rollins Inc. (Nominating & Corporate Governance Committee), Trustee of Northwestern Mutual Life Insurance, and membership on the Truist Bank Atlanta Advisory Council. Serves as Chair of GPC’s Nominating and ESG Committee; the Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert W. Woodruff Foundation; Joseph B. Whitehead, Lettie Pate Evans, Lettie Pate Whitehead Foundations | President; now Trustee | Joined staff in 1988; President 2006–Jan 2025; current Trustee | Led oversight of ~$11B assets and ~$400M annual grantmaking; governance and finance leadership |
| King & Spalding (Atlanta) | Attorney | Prior to Foundation service (dates not disclosed) | Legal training and governance/law expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rollins Inc. | Director | Not disclosed | Member, Nominating & Corporate Governance Committee |
| Northwestern Mutual Life Insurance | Trustee | Not disclosed | Governance oversight (Trustee) |
| Truist Bank Atlanta Advisory Council | Director (Advisory) | Not disclosed | Financial and governance advisory role |
Board Governance
- Independence: The Board affirmed Hardin’s independence; nine of twelve director nominees are independent. Board committees are composed exclusively of independent directors .
- Committee assignments (2024): Chair, Nominating & ESG; no membership on Compensation or Audit; Executive Committee not applicable .
- Nominating & ESG Committee remit: Director nominations, Corporate Governance Guidelines, sustainability/governance strategy, and Board evaluations. 2024 members: Hardin (Chair), Robin Loudermilk, Juliette Pryor, Darren Rebelez .
- Meetings and attendance (2024): Board held 4 meetings; Nominating & ESG 4; Audit 6; Executive 0. All directors attended all Board meetings; all committee members attended all of their committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director executive sessions: Independent directors met in executive sessions at all regularly scheduled Board meetings (four meetings in 2024) led by the Lead Independent Director .
- Years on Board: 8 years; age: 67 .
- Governance practices: Majority vote requirement with director resignation policy; robust stock ownership requirements; anti-hedging and pledging policies for directors and officers .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | $25,000 per quarter |
| Committee Chair retainer | $25,000 | As Nominating & ESG Chair |
| Total cash | $125,000 | 2024 amount per director compensation table |
| Deferred compensation | Eligible | Fees may be deferred under Directors’ Deferred Compensation Plan |
Performance Compensation (Non-Employee Director – 2024)
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|---|
| RSU | May 3, 2024 | 1,207 | $190,000 | Fully vested RSUs; settle May 1, 2029, or earlier upon death, disability, retirement, or change-in-control | None disclosed for directors; awards are time-based RSUs |
No stock options, PSUs, or performance-based equity were disclosed for non-employee directors in 2024 .
Other Directorships & Interlocks
| Company/Entity | Relationship to GPC | Potential Interlock/Conflict Assessment |
|---|---|---|
| Rollins Inc. (pest control/services) | Unrelated industry | External public board; no supplier/customer overlap disclosed; low conflict signal based on proxy’s related-person transaction review |
| Northwestern Mutual Life Insurance (trustee) | Unrelated financial services | Governance role; no GPC transaction disclosed |
| Truist Bank Atlanta Advisory Council | Banking advisory | Advisory council role; no GPC transaction disclosed |
- Related-party transactions: Company policy mandates Nominating & ESG Committee review/approval for transactions >$120,000 involving related persons; Company concluded none required disclosure for FY2024 through proxy date .
Expertise & Qualifications
- Board value-add: Finance, philanthropy, governance, and law expertise; leadership of large philanthropic foundations; public company board experience (Rollins); trustee experience (Northwestern Mutual); bank advisory perspective (Truist) .
- Board matrix: Highlights independent status and public company board experience across the Board; Hardin identified as independent with governance/legal competencies in biography narrative .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 22,841 shares | As of Feb 19, 2025; <1% of outstanding |
| RSUs held | 8,288 | Each RSU represents right to one share at settlement; directors’ RSU holdings at Dec 31, 2024 |
| Stock equivalents (deferred comp) | 7,010 | Held in director’s stock account under Directors’ Deferred Compensation Plan |
| Ownership guidelines | 5× annual cash retainer | Measured vs 3-year average stock price; 5-year compliance window; as of Dec 31, 2024, all non-employee directors in compliance |
| Anti-hedging/pledging | Prohibited | Policy applies to directors and officers |
Governance Assessment
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Strengths
- Independent director with strong governance/legal credentials and leadership of institutions managing ~$11B in assets, indicating fiduciary rigor; Chair of Nominating & ESG provides direct oversight of governance and sustainability strategy .
- Clean attendance record and full participation across Board and committee meetings in 2024, supporting engagement .
- Aligned incentives via equity and robust ownership guidelines; full compliance and anti-hedging/pledging policy reduce misalignment risk .
- No related-party transactions requiring disclosure; conflicts managed via formal committee review policy chaired by Hardin .
-
Watch items
- RSUs are time-based with deferred settlement; absence of performance-linked equity for directors (typical market practice) but worth noting for investors emphasizing pay-for-performance at the board level .
- Multiple external commitments (foundations trustee, external boards/advisory council) necessitate ongoing monitoring for time demands and any future transactions with GPC counterparties; current proxy indicates no material related-person transactions .
-
RED FLAGS
- None disclosed: no hedging/pledging, no related-party transactions, and full attendance; independence affirmed .