William P. Stengel, II
GENUINE PARTSAbout William P. Stengel, II
President and CEO of Genuine Parts Company (GPC) since June 3, 2024; age 47; joined GPC in 2019 and appointed to the Board in 2024 . 2024 company performance tied to his incentive outcomes: trade sales of $23.6B (98% of target), adjusted EBITDA $1.997B (88% of target), and working capital improvement above maximum threshold, resulting in annual incentive payouts at 83% of target for corporate executives . One-year TSR in 2024 was down 13%, while annualized five- and seven-year TSRs were 5% and 6% respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GPC | President & CEO | Jun 2024–present | Leads global operations, brings significant financial, operational and strategic expertise to the Board |
| GPC | President & COO | Jan 2023–Jun 2024 | Oversaw operations; aligned incentives and execution across segments |
| GPC | President | Jan 2021–Jan 2023 | Led corporate strategy and performance |
| GPC | EVP & Chief Transformation Officer | Nov 2019–Jan 2021 | Drove transformation initiatives across the enterprise |
| HD Supply (Facilities Maintenance) | President & CEO; COO; Chief Commercial Officer; SVP Strategic BD & IR | Jun 2013–Oct 2018 | Senior leadership roles in industrial distribution; deep operating and commercial expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy for Mr. Stengel |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 782,250 | 788,000 | 911,667 |
| Target Bonus (% of Salary) | 100% | 100% | 100% (Jan–May); 145% (Jun–Dec) |
| Actual Annual Bonus ($) | 1,319,170 | 737,412 | 971,008 |
| All Other Compensation ($) | 15,250 | 16,500 | 186,044 (incl. personal aircraft $164,469; club dues $11,720) |
| Salary Increase (%) | — | — | 26.9% (reflects CEO appointment) |
Performance Compensation
Annual Incentive Plan – 2024 design and outcomes (Corporate)
| Metric | Weight | Target | Actual | Payout mechanics | Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $2,261,547,000 | $1,996,502,000 | 75%=45%; 100%=100%; 110%+=200% (straight-line interpolation) | Achieved 88% of target; contributed to 83% total payout |
| Trade Sales | 20% | $24,118,974,000 | $23,597,104,000 | 92%=20%; 100%=100%; 105%+=200% | Achieved 98% of target; contributed to 83% total payout |
| Working Capital (CCC) | 10% | 30.5 days (100%); max 28.5 days (150%) | 27.4 days | 50%–150% scale | Above maximum threshold; overall corporate payout 83% |
Long-Term Incentives – 2024 grants (mix, metrics, vesting)
| Element | Grant detail | Performance metrics | Vesting |
|---|---|---|---|
| PRSUs | Target 20,964; Threshold 5,241; Max 41,928; grant date 5/3/2024; grant-date fair value $3,299,943 | Cumulative 3-yr Adjusted EBITDA (85%) and 3-yr avg ROIC (15%) with 25%–200% payout curves | Cliff vest and settle on 5/1/2027; dividends accrue and convert to shares at vest |
| RSUs | 13,976 units granted on 5/3/2024; grant-date fair value $2,199,962 | Stock price/continued service (no performance condition) | Grade vest 1/3 on May 1, 2025/2026/2027; dividends accrue and convert at each vest |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 22,887 shares beneficially owned; less than 1% of outstanding |
| Unvested awards (as of Feb 19, 2025) | 20,038 unvested RSUs; 44,758 unvested PRSUs (footnote reference) |
| Outstanding awards at 12/31/2024 | RSUs: 14,181 (market value $1,655,802); PRSUs: 21,272 (market value $2,483,703); additional prior-year RSUs/PRSUs shown in table |
| Stock options | No new options since 2017; none shown for Stengel |
| Ownership guidelines | CEO required ownership = 7x prior year salary; executives must retain 50% of net shares for ≥6 months post-vesting; all executives in compliance as of 12/31/2024 |
| Hedging/pledging | Anti-hedging and anti-pledging policies apply to executives and directors |
Employment Terms
| Provision | Terms |
|---|---|
| Employment contract | No employment contracts or guaranteed severance outside change-in-control agreements |
| Change-in-control (CIC) | Double-trigger; severance = 2x current salary + average of prior 3 years’ bonuses; pro-rata bonus; 24 months health coverage; no excise tax gross-ups; confidentiality obligations |
| CIC amounts (Stengel) | Cash severance $4,137,889; equity acceleration FMV $7,565,532; SRP lump sum $1,256,537; health & welfare $44,148; total $13,004,106 (as of 12/31/2024) |
| Retirement/disability/death | SRP provides 100% vesting on death, disability, or CIC; SRP disability benefit and death benefit mechanics disclosed |
| Clawback | Clawback policy aligned to SEC/NYSE for incentive-based comp upon financial restatement |
Board Governance
- Board service: Director since 2024; currently serves on the Executive Committee .
- Independence: As CEO, not independent; Board majority is independent; all committees composed of independent directors .
- Board leadership: Non-Executive Chairman (Paul Donahue); Lead Independent Director role maintained with executive sessions at all regular meetings in 2024; new Lead Independent Director to be appointed post-2025 AGM .
- Attendance: Board held 4 meetings in 2024; all directors and committee members attended all meetings .
Dual-role implications
- CEO-director structure offset by independent committee composition, a Non-Executive Chairman, and frequent executive sessions led by the Lead Independent Director, mitigating independence concerns and concentrating committee oversight away from management .
Director/Committee Context and Compensation Oversight
- Compensation and Human Capital Committee (independent): oversight of pay, succession, talent strategy; retained Meridian Compensation Partners for benchmarking and plan design; targets size-adjusted 50th percentile market positioning .
- Compensation benchmarking peer group spans automotive, industrial parts, and specialty retail; composition reviewed annually (Univar removed in 2024 due to take-private) .
- Say-on-pay support: ~92% approval at 2024 AGM; program maintained with pay-for-performance emphasis .
Multi-year Compensation Summary (Total and mix)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 782,250 | 788,000 | 911,667 |
| Stock Awards ($) | 2,000,020 | 2,500,047 | 5,499,905 |
| Non-Equity Incentive ($) | 1,319,170 | 737,412 | 971,008 |
| Change in Pension/Deferred Comp ($) | 249,239 | 704,286 | 151,471 |
| All Other Compensation ($) | 15,250 | 16,500 | 186,044 |
| Total ($) | 4,365,929 | 4,746,245 | 7,720,095 |
| Short-term vs long-term orientation | STI target 100%; LTI target increased to reflect CEO role (550% of salary) |
Performance & Track Record
- 2024 outcomes: trade sales $23.6B (98% of target), adjusted EBITDA $1.997B (88% of target), CCC 27.4 days (better than max threshold) .
- Strategic execution: acquisition of 500+ U.S. NAPA stores, including largest independent owner groups, to strengthen competitive position and profitability; restructuring program to optimize cost structure amid macro softness .
- TSR context: one-year down 13%; five- and seven-year annualized TSRs at 5% and 6% respectively .
Compensation Structure Analysis
- Increased equity intensity: CEO LTI target value raised in connection with appointment; PRSUs emphasize 3-year EBITDA/ROIC; RSUs provide retention through staged vesting .
- Options de-emphasized: No stock options granted since 2017, reducing repricing risk and shifting mix to RSUs/PRSUs .
- Governance-friendly design: double-trigger CIC; no excise tax gross-ups; robust ownership requirements; anti-hedging/pledging; clawback aligned to SEC/NYSE .
Related Party Transactions
- No material related-person transactions requiring disclosure; formal oversight policy via Nominating & ESG Committee .
Equity Ownership & Vesting Detail (as of 12/31/2024)
| Metric | Value |
|---|---|
| RSUs not vested (selected sets) | 14,181 (2024 grant) market value $1,655,802; 4,060 (2023 grant) market value $474,096; 16,147 (2022 PRSU/RSU aggregate) market value $1,885,366 |
| PRSUs not vested (selected sets) | 21,272 (2024 grant at target) market value $2,483,703; 9,135 (2023 grant at target) market value $1,066,565 |
| Settlement/vesting dates | RSUs settle May 1, 2025/2026/2027; PRSUs settle May 1, 2027 (subject to performance) |
Investment Implications
- Pay-for-performance alignment: STI paid at 83% of target as EBITDA and sales trailed internal goals; 3-year PRSU hurdles on EBITDA and ROIC increase alignment with multi-year value creation .
- Retention and potential supply overhang: Meaningful unvested RSUs/PRSUs with scheduled settlements (May 1 cycles and May 1, 2027) incentivize tenure; anti-pledging/hedging reduces forced selling risk, though vesting events can add mechanical supply .
- Governance mitigants to dual role: Non-Executive Chairman and fully independent committees, plus executive sessions under a Lead Independent Director, temper independence concerns of CEO-director structure .
- Downside safeguards: Double-trigger CIC without tax gross-ups, no option repricing since 2017, and clawback policy reduce adverse shareholder outcomes .