Paul D. Donahue
GENUINE PARTSAbout Paul D. Donahue
Non-Executive Chairman of GPC since January 1, 2025; Director since 2012 (age 68). Former CEO (2016–June 3, 2024), Executive Chairman (June 2024–Dec 2024), President (2012–2016), and previously led GPC’s U.S. Automotive Parts Group (2009–2016). Began at GPC in 2004 via S.P. Richards Company as President and COO; prior 24 years at a publicly traded consumer products manufacturer. Board statement highlights his 20+ years of operating leadership and succession continuity; served as Non-Executive Chairman to set Board priorities and communicate strategic guidance to management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genuine Parts Company | Chief Executive Officer | May 2016 – Jun 3, 2024 | Led strategic execution and succession planning |
| Genuine Parts Company | Executive Chairman | Jun 2024 – Dec 2024 | Board leadership during CEO transition |
| Genuine Parts Company | Non-Executive Chairman | Jan 1, 2025 – Present | Sets Board priorities; presides over meetings; liaison with management |
| Genuine Parts Company | President | Jan 2012 – May 2016 | Oversaw enterprise operations |
| GPC U.S. Automotive Parts Group | President | Jul 2009 – Feb 2016 | Built scale and integration in US Automotive |
| GPC | EVP (prior to US APG role) | Aug 2007 – Jul 2009 | Senior leadership |
| S.P. Richards (former GPC subsidiary) | President & COO | 2004 – 2007 | Operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truist Financial Corporation | Director | 2019 – 2023 | Compensation & Human Capital; Trust Committee |
| Rollins, Inc. | Director nominee (standing for election) | 2025 slate | — |
Potential interlock signal: P. Russell Hardin (GPC director) currently serves on Rollins’ Nominating & Corporate Governance Committee; if Donahue is elected at Rollins, that would create a cross-board link between GPC and Rollins .
Board Governance
- Independence: Not listed among nine independent nominees; Non-Executive Chairman and former CEO → Board does not classify him as independent .
- Committees: Executive Committee Chair; Executive Committee held 0 meetings in 2024 .
- Attendance: Board held 4 meetings in 2024; all directors and all committee members attended their meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session at all regularly scheduled Board meetings in 2024, chaired by the Lead Independent Director .
- Tenure: 13 years on Board as of the 2025 Proxy (Director since 2012) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,236,250 | 1,245,000 | 1,245,000 |
| All Other Compensation ($) | 222,468 | 293,036 | 249,354 (incl. $229,096 aircraft; $10,583 club) |
| Pension/SRP Change ($) | — | 1,670,794 | 285,474 |
- Target annual bonus: 145% of base salary; 2024 target bonus at $1,805,250 .
- Actual 2024 bonus paid: $1,491,750 (83% of target) .
Performance Compensation
| Component | Grant Date | Quantity | Grant Date FV ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PRSUs (2024) | May 3, 2024 | Target 19,059; range 4,765–38,118 | 3,000,077 | Cliff vest May 1, 2027; dividends accrue as additional shares | 3-yr Adjusted EBITDA (85%), ROIC (15%); payout 0–200% via defined achievement curves |
| RSUs (2024) | May 3, 2024 | 12,706 | 2,000,051 | 3-year graded (1/3 annually), settle May 1 in 2025/26/27; retirement/death/disability acceleration; dividends accrue | |
| Options/SARs (legacy) | Apr 1, 2016 grant | 19,730 SARs exercisable; $99.72 strike; exp. 4/1/2026 | — | Exercisable | N/A (no new options since 2017) |
2024 Annual Incentive Plan metrics and outcomes:
| Metric | 2024 Target | 2024 Actual | Weight | Payout Factor |
|---|---|---|---|---|
| Adjusted EBITDA (Corporate) | 2,261,547,000 | 1,996,502,000 | 70% | 88% of target; straight-line schedule; contributed to 83% overall payout |
| Trade Sales (Corporate) | 24,118,974,000 | 23,597,104,000 | 20% | 98% of target |
| Working Capital (CCC) | Target 30.5 days; range 31.5–28.5 (50%–150%) | 27.4 days | 10% | Above max; weighted contribution to overall payout |
Plan governance:
- No discretionary adjustments by the Committee to 2024 bonuses; formulas applied strictly .
- PRSU payout curves: EBITDA 80%→25%, 100%→100%, 120%→200%; ROIC 80.88%→25%, 94.12–105.88%→100%, 123.53%→200% .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Truist Financial | Director (2019–2023) | Compensation & Human Capital; Trust Committee | Financial institution experience; governance/reward alignment |
| Rollins, Inc. | Director nominee (2025) | — | Potential interlock with GPC director P. Russell Hardin (current Rollins director) |
Expertise & Qualifications
- Deep multi-decade operating leadership across automotive aftermarket distribution; prior executive roles spanning sales, marketing, operations, and executive management .
- Board leadership continuity through CEO transition; Non-Executive Chairman responsibilities include agenda-setting and strategic communication to management .
- Prior financial services board experience (Truist Committees) beneficial to compensation, talent, and risk oversight .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Common Stock) | 215,136 (incl. 82,951 in family trust; 19,730 SARs currently exercisable) |
| Unvested RSUs | 28,839 (excluded from beneficial count) |
| Unvested PRSUs | 86,141 (excluded from beneficial count) |
| Outstanding unvested awards at 12/31/2024 | RSUs: 12,893 (2024 grant, incl. accrued dividends); 10,556 (2023 grant) |
| Outstanding target PRSUs at 12/31/2024 | 19,339 (2024); 23,751 (2023) |
Policies and alignment:
- Anti-hedging and anti-pledging policies apply to directors and officers; pledging prohibited .
- Director stock ownership guidelines: 5× annual cash retainer; all non-employee directors in compliance as of Dec 31, 2024 .
Governance Assessment
- Independence and role: Not independent; as Non-Executive Chair and former CEO, board appropriately balances with a supermajority of independent directors and fully independent committees; Executive Committee chaired by Donahue but met 0 times in 2024, limiting unilateral action risk .
- Engagement and attendance: Full attendance at Board and committee meetings; independent director executive sessions at each regular meeting bolster oversight .
- Pay and incentives: Strong pay-for-performance architecture—2024 bonus paid at 83% of target reflecting EBITDA and sales shortfalls; PRSU metrics tied to 3-year Adjusted EBITDA and ROIC with clear curves; no option repricing; dividend equivalents only on earned PRSUs .
- Change-in-control and clawback: Double-trigger CIC severance for NEOs and double-trigger vesting on equity if awards aren’t assumed; clawback of incentive-based compensation for restatements per NYSE/SEC .
- Related-party and conflicts: Company reports no material related-person transactions; explicit review policy overseen by Nominating & ESG; no pledging allowed. Note potential future interlock at Rollins if elected (with Hardin already serving there) which may warrant monitoring for information flow and potential conflicts .
- Shareholder signals: 2024 say-on-pay approval ~92% indicates strong investor support for compensation framework; continued emphasis on shareholder engagement and governance updates in 2025 proxy .
RED FLAGS to monitor:
- Non-independence of the Chair (prior CEO) .
- Potential cross-board interlock at Rollins (if elected), alongside an existing GPC director there, which can raise perceptions of information advantages or conflicts; board should articulate conflict-management protocols if/when elected .
- SRP includes an estimated 2.35% FICA tax gross-up in present value for eligible participants (Donahue) — not an excise gross-up, but still a shareholder-unfriendly element versus zero gross-up policies; change-in-control agreements have no excise tax gross-ups .
Director & Executive Compensation Summary (for Donahue)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 6,000,061 | 6,500,088 | 5,000,129 |
| Non-Equity Incentive ($) | 2,917,910 | 1,689,356 | 1,491,750 |
| Total ($) | 10,376,689 | 11,398,274 | 8,271,707 |
Compensation structure highlights:
- 2024 target mix: Short-term incentive 145% of salary; long-term incentive target 402% of salary .
- 2024 annual bonus outcome: 83% of target; strictly formula-based, no discretion .
- 2024 equity grants: PRSUs $3.0M (19,059 target); RSUs $2.0M (12,706) with defined vesting schedules .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~92% of shares present and entitled to vote supported the NEO compensation program; Board intends to maintain core structure in 2025 .
- Ongoing engagement: Board highlights proactive shareholder engagement on governance and ESG; corporate governance guideline updates (director resignation policy; Lead Independent Director term) .
Compensation Committee Analysis (Context)
- Committee members (2024): Donna W. Hyland (Chair), John R. Holder, John D. Johns; Meridian Compensation Partners retained as independent consultant; no consultant conflicts identified .
- Performance measures linking pay and outcomes: Total shareholder return, Adjusted EBITDA, net sales, working capital highlighted in pay-versus-performance discussion .
Related Party Transactions
- Company policy mandates Nominating & ESG Committee oversight for transactions >$120,000 with a related person; Company concluded no material related-person transactions in 2024 through proxy date .
Upcoming Events and Board Refresh
- 2025 Annual Meeting: April 28, 2025 (virtual); Board reducing size from 15 to 12 post-meeting; multiple retirements and one nominee with audit expertise (Schupmann) .