Richard Cox, Jr.
GENUINE PARTSAbout Richard Cox, Jr.
Independent Director of GPC since 2020; age 55. Currently Senior Vice President – Airport Customer Service at Delta Air Lines (since October 2024), previously Senior Vice President – Reservation Sales & Customer Care (since August 2022); earlier CIO at Cox Enterprises (2019) and leadership roles at Cox Automotive starting 2013. Prior roles include COO (executive-on-loan) for the City of Atlanta (15 months in 2018), CEO/President of Jones International University, VP Customer Experience at Orbitz Worldwide, and an 11‑year tenure at Worldspan. Recognized for expertise in technology, cyber/IT risk, data privacy, operations, customer care, analytics, and security; serves on GPC’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises | Chief Information Officer | 2019 | Led enterprise IT; cyber and data privacy expertise cited in GPC biography. |
| Cox Automotive (subsidiary of Cox Enterprises) | VP Client Performance; VP Business Operations & Customer Care | Began in 2013 | Customer care and operational leadership experience applied to Board oversight. |
| City of Atlanta | Chief Operating Officer (executive on-loan) | 2018; 15 months | Led city through largest cyber attack of a U.S. municipality; implemented largest citywide shift to the cloud. |
| Jones International University | CEO & President | Prior to Orbitz | Higher education leadership; strategic and operational credentials. |
| Orbitz Worldwide | VP Customer Experience | Prior to City of Atlanta | Digital/customer experience leadership. |
| Worldspan | Various roles | 11 years | Travel technology operations and content provider experience. |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Delta Air Lines | SVP – Airport Customer Service | Since Oct 2024 | Current role; GPC maintains ordinary-course vendor relationship with Delta (Board deemed immaterial; independence affirmed). |
| Delta Air Lines | SVP – Reservation Sales & Customer Care | Aug 2022–Oct 2024 | Preceding role at Delta. |
Board Governance
- Committee assignments: Audit Committee member (not Chair). Audit Committee met 6 times in 2024.
- Independence: Board determined Mr. Cox is independent under NYSE rules; vendor relationship with Delta reviewed and deemed immaterial to independence (amounts < greater of $1M or 2% of Delta revenues; relationship predates his Board service; he joined Board before joining Delta).
- Attendance and engagement: Board held 4 meetings in 2024; all directors attended all Board meetings; all committee members attended all committee meetings; all directors attended 2024 Annual Meeting.
- Years of service: 5 years on the Board as of the 2025 proxy.
- Audit Committee expertise: Committee comprised solely of independent directors; several members designated “audit committee financial expert” (Needham, Camp, Fayard, Stevens). Mr. Cox is financially literate but not designated as the audit committee financial expert.
- Executive sessions: Independent directors met in executive sessions at all regularly scheduled Board meetings in 2024, chaired by the Lead Independent Director.
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Annual cash retainer | $100,000 | 2024 (paid $25,000 per quarter) |
| Committee Chair fee | $25,000 (only for Chairs) | 2024 (Mr. Cox not a Chair; N/A) |
| Lead Independent Director fee | $35,000 (only for LID) | 2024 (not applicable to Mr. Cox) |
| RSU grant – grant date value | $190,000 | Granted May 3, 2024 |
| RSUs granted – shares | 1,207 RSUs | Granted May 3, 2024 |
| RSU settlement timing | Settles May 1, 2029 (or earlier upon death, disability, retirement, or change in control) | As specified in 2015 Incentive Plan grants |
| 2024 Director compensation (Cox) – cash | $100,000 | 2024 |
| 2024 Director compensation (Cox) – stock awards | $190,000 | 2024 |
| 2024 Director compensation (Cox) – total | $290,000 | 2024 |
| Meeting fees | None disclosed | 2024 |
| Deferred compensation eligibility | Directors may elect to defer fees under Directors’ Deferred Compensation Plan | 2024 |
Performance Compensation
- Structure: No performance-based director compensation disclosed; RSUs are structured as fully vested rights with deferred settlement, not contingent on performance metrics.
| Performance Metric | Target/Definition | Applies to Director Pay? | Evidence |
|---|---|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR) | Not specified for directors | No | RSU awards described as fully vested rights; no performance conditions disclosed. |
| ESG goals | Not specified for directors | No | No ESG-linked director pay disclosed. |
| Options/PSUs | Not granted to directors | No | Director compensation disclosures list RSUs only; no options/PSUs for 2024. |
Other Directorships & Interlocks
- Other public company directorships: No other public company boards are mentioned in Mr. Cox’s biography in the proxy.
- Interlock/related-party exposure: Ordinary-course vendor relationship between GPC and Delta (where Mr. Cox is an executive); Board reviewed and deemed immaterial; independence affirmed.
| Entity | Nature of Relationship | Board Determination |
|---|---|---|
| Delta Air Lines | GPC maintains on-site automotive parts and supply locations at multiple Delta facilities to serve ground vehicles | Immaterial (amounts < $1M or <2% of Delta revenues; relationship predates Cox’s Board service; Cox joined Board before joining Delta); independence maintained. |
Expertise & Qualifications
- Technology and cybersecurity: Led City of Atlanta through the largest cyber attack of a U.S. municipality; executed large-scale cloud migration; deep understanding of cyber/IT risk and data privacy beneficial to Audit Committee oversight.
- Automotive and distribution: Experience at Cox Automotive and travel-tech firms (Orbitz, Worldspan) adds industry and operational insight; Board matrix flags automotive, distribution/supply chain, and public company board experience.
- Leadership: Senior executive roles across technology, customer care, operations, analytics, business intelligence, and security.
Equity Ownership
| Item | Amount/Detail | As of |
|---|---|---|
| Beneficial ownership (shares) | 12,387 | Feb 19, 2025 |
| Ownership % of outstanding | <1% | Feb 19, 2025 |
| RSUs held (aggregate) | 8,288 | Dec 31, 2024 |
| Deferred compensation share equivalents | 4,099 (in Directors’ Deferred Compensation Plan account) | Feb 19, 2025 |
| Stock ownership guideline | 5x prior fiscal year cash retainer; 5 years to comply | 2024 |
| Compliance status | All non‑employee directors are in compliance as of Dec 31, 2024 | 2024 |
| Anti‑hedging/pledging policy | Directors subject to anti‑hedging and pledging policies | 2024 |
Governance Assessment
- Board effectiveness: Strong attendance (100% Board and committees in 2024) and executive sessions at each regularly scheduled Board meeting signal active independent oversight.
- Skills fit: Cox’s cyber/IT risk and data privacy expertise complement Audit Committee oversight of cybersecurity program, including NIST framework maturity assessments and insurance status reviews.
- Independence/conflicts: Delta vendor relationship reviewed; Board concluded immaterial and reaffirmed Cox’s independence; no material related person transactions requiring disclosure.
- Alignment: Equity-heavy director pay with deferred RSU settlement to 2029 and compliance with robust ownership guidelines supports long-term alignment; anti‑hedging/pledging policies further protect shareholder interests.
Red Flags
- None material disclosed. Delta relationship noted but determined immaterial and independence maintained; no pledging disclosed given anti‑pledging policy; no related party transactions requiring disclosure.