Brent Kirby
O REILLY AUTOMOTIVEAbout Brent Kirby
Brent G. Kirby, age 56, is President of O’Reilly Automotive (ORLY). He joined O’Reilly in 2018 after a 35+ year retail career at Lowe’s, was Co‑President in 2023, and became President effective January/February 2024; his remit spans Merchandise, Distribution/Logistics, Inventory, Pricing, Store Design, Marketing, Omnichannel, IT, and Customer Satisfaction . Under current leadership, O’Reilly delivered 2024 comparable store sales +2.9%, operating profit of $3.25B, cash from operations of $3.05B, diluted EPS $40.66, and a 5‑year TSR of 171%, supported by $1.02B capex and $2.1B buybacks .
| Company Performance Context (FY2024 unless noted) | Value |
|---|---|
| Comparable Store Sales | +2.9% |
| Operating Profit Dollars | $3.25B |
| Cash from Operations | $3.05B |
| Diluted EPS | $40.66 |
| Capex (reinvestment) | $1.02B |
| Share Repurchases | $2.1B |
| 5‑Year TSR | 171% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| O’Reilly Automotive | President | Since Jan/Feb 2024 | Oversees merchandising, supply chain, pricing, marketing, omnichannel, IT, and customer satisfaction |
| O’Reilly Automotive | Co‑President | 2023–Jan 2024 | Senior leadership transition; continuity of strategy execution |
| O’Reilly Automotive | EVP Supply Chain; EVP & Chief Supply Chain Officer; SVP Omnichannel | Since 2018 (specific dates not disclosed) | Built inventory availability and omnichannel capabilities |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lowe’s Companies | Senior Vice President of Store Operations; Chief Omnichannel Officer (prior roles from associate upward) | Not disclosed | Large‑scale retail operations and omnichannel leadership experience |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $750,000 | $900,000 | +20% aligned to expanded scope as President |
| Target Annual Incentive (% of base) | 100% | 100% | Same position level targets as 2023 |
Performance Compensation
| Metric (weight) | Threshold | Target | Actual | Payout toward total |
|---|---|---|---|---|
| Comparable store sales (30%) | 2.5% | 4.0% | 2.9% | 11.0% |
| Operating income (30%) | $3,271M | $3,371M | $3,251M | 0.0% |
| ROIC (20%) | 62.02% | 67.29% | 66.93% | 19.0% |
| Free cash flow (20%) | $1,693M | $1,993M | $1,988M | 20.0% |
| Total | — | — | — | 50.0% |
| 2024 Incentive Outcome | Base Salary | Target % | Target $ | Achievement % | Payout $ |
|---|---|---|---|---|---|
| Brent G. Kirby (President) | $900,000 | 100% | $900,000 | 50.0% | $450,000 |
Equity Ownership & Alignment
| Beneficial ownership (as of Mar 6, 2025) | Direct | Indirect | Currently exercisable options (within 60 days) | Total |
|---|---|---|---|---|
| Brent G. Kirby | 63 | — | 21,494 | 21,557 |
| Stock ownership guidelines | Requirement | Status |
|---|---|---|
| President ownership multiple | 4x base salary | Company states all executives were in compliance as of Dec 31, 2024 |
| Hedging/pledging company stock | Prohibited for directors and NEOs | Policy in effect |
| 2024 Equity grant (awarded 2/1/2024) | Type | Quantity | Exercise price | Vesting | Expiration | Grant date FV |
|---|---|---|---|---|---|---|
| Annual award | Stock options | 2,146 | $1,041.75 | 25% per year on each anniversary of grant | 2/1/2034 | $900,589 |
| Outstanding options (12/31/2024) | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| Grant series (older) | 10,725 | — | $290.51 | 7/18/2028 |
| Grant series | 1,106 | — | $344.66 | 1/31/2029 |
| Grant series | 1,036 | — | $419.88 | 1/30/2030 |
| 2021 grant | 1,254 | 418 | $451.84 | 2/4/2031 |
| 2022 grant (Jan 3) | 2,154 | 2,153 | $695.94 | 1/3/2032 |
| 2022 grant (Feb 3) | 1,334 | 1,332 | $660.48 | 2/3/2032 |
| 2023 grant (Feb 2) | 594 | 1,781 | $805.66 | 2/2/2033 |
| 2024 grant (Feb 1) | — | 2,146 | $1,041.75 | 2/1/2034 |
Employment Terms
| Topic | Terms |
|---|---|
| Change-in-control (CIC) severance | If terminated without Cause/for Good Reason within 6 months before or 2 years after a CIC (or death/disability), NEOs receive: 2x salary + 2x target bonus, 2 years insurance, prior year unpaid bonus and pro‑rata target bonus, PTO payout, up to $30k outplacement, immediate vesting of equity and 12‑month option exercisability, plus legal fee coverage, subject to release . |
| Equity acceleration on CIC | Unvested stock options and restricted shares vest upon CIC under the plans, irrespective of termination (single‑trigger for equity) . |
| Kirby CIC illustrative payout (as of 12/31/2024, immediate post‑CIC termination) | Salary: $1.8M; Incentive: $1.8M; Insurance: $83,194; Unvested options value: $3,047,351; Total: $6,730,545 (ex‑outplacement) . |
| Clawback | “No‑fault” mandatory recovery for current/former Section 16 officers upon restatement; discretionary recovery for NEO fraud/willful misconduct over 3‑year lookback . |
| Insider trading; hedging/pledging | Insider Trading Policy prohibits hedging/pledging and margin accounts for directors and NEOs . |
| Ownership guidelines | President must hold 4x salary; all executives in compliance at 12/31/2024 . |
| Pension/SERP | Company does not offer a pension plan (no pension value changes reported) . |
| Deferred compensation (2024) | Executive contributions: $110,598; Company: $11,804; Earnings: $70,122; Ending balance: $786,400 . |
| Perquisites (2024 “All Other Compensation” detail) | Deferred comp contrib $17,247; 401(k) contrib $10,350; Medical insurance reimbursement $11,500; Group term life $2,322; ESPP discount $3,075; Personal auto allowance $7,200; Relocation $10,708; Other perqs $176 . |
Multi‑Year Compensation (Named Executive Officer disclosure)
| Year | Salary | Option Awards | Non‑Equity Incentive | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $882,692 | $900,589 | $450,000 | $62,578 | $2,295,859 |
| 2023 | $744,231 | $750,154 | $1,329,271 | $53,488 | $2,877,144 |
| 2022 | $600,000 | $1,599,991 | $859,116 | $49,292 | $3,108,399 |
| 2024 Compensation Mix (company disclosure) | Base | Stock Options | Non‑Equity Incentive | Other |
|---|---|---|---|---|
| Brent G. Kirby | 38% | 39% | 20% | 3% |
Say‑on‑Pay, Governance, and Peer Benchmarking
- Say‑on‑Pay support exceeded 90% in 2024; the company has never received less than 85% since 2011 .
- Independent consultant (Meridian) engaged; peer group reviewed annually; Equilar data used; the committee does not set hard benchmarks based on peers .
- Proactive clawback aligned with SEC/Nasdaq; policy filed and disclosed per listing standards .
Investment Implications
- Pay-for-performance alignment: Kirby’s 2024 annual bonus paid at 50% of target, consistent with below‑target performance on operating income despite solid ROIC/FCF outcomes; this indicates discipline in short‑term incentive payouts tied to operating results .
- Retention and potential selling pressure: Kirby holds a layered schedule of multi‑year option grants that vest 25% annually, with significant unexercised/unvested tranches through 2028 (e.g., 2022–2024 grants), supporting retention but creating potential liquidity windows around annual vesting dates; hedging/pledging is prohibited, which limits risk of forced selling .
- Change‑in‑control protections: Double‑trigger cash severance (2x salary+bonus) paired with single‑trigger equity acceleration balances executive protection with shareholder concerns; equity acceleration on CIC can be value‑transfer sensitive in a sale context .
- Ownership alignment: Strict ownership guidelines (4x salary for President) and stated company‑wide compliance, plus a “no‑fault” clawback and anti‑hedging/pledging, collectively reinforce alignment and mitigate governance red flags .
- Track record and scope: Kirby’s supply‑chain/omnichannel background aligns with ORLY’s core advantage in availability and distribution; 2024 company execution (2.9% comps, $3.25B operating profit, $3.05B CFO, 5‑year TSR 171%) provides supportive backdrop for incentive design that emphasizes ROIC/FCF and operating income .