Dana Perlman
O REILLY AUTOMOTIVEAbout Dana M. Perlman
Dana M. Perlman (age 44) is an independent director at O’Reilly Automotive, Inc. (ORLY) since 2017, currently serving as Chair of the Corporate Governance/Nominating Committee and member of the Audit Committee; she is qualified as an audit committee financial expert . Her background spans senior finance and strategy roles in global retail, including Chief Growth & Operations Officer at G‑III Apparel Group Ltd. (since 2024), and prior roles at PVH Corp., Barclays Investment Bank, and Lehman Brothers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G‑III Apparel Group Ltd. | Chief Growth & Operations Officer | 2024–present | Growth, operations leadership |
| PVH Corp. | Chief Strategy Officer & Treasurer | 2021–2022 | Corporate strategy, treasury |
| PVH Corp. | SVP, Treasurer, Biz Dev & IR | 2011–2020 | Capital markets, M&A, IR |
| Barclays Investment Bank | Director, Investment Banking Retail Group | 2008–2011 | Retail coverage, transaction execution |
| Lehman Brothers | VP, Investment Banking Retail Group | 2005–2008 | Retail coverage, transaction execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sigma Lithium Corporation (SGML) | Director (Prior) | 2022–2023 | Prior public board service |
Board Governance
- Independence: The Board determined Perlman is independent under Nasdaq rules .
- Committee assignments: Audit Committee (member); Corporate Governance/Nominating Committee (Chair) .
- Audit Committee: 2024 meetings: 8; all members independent; Perlman designated as audit committee financial expert; scope includes financial reporting, ERM, cybersecurity, related-party review .
- Corporate Governance/Nominating Committee: 2024 meetings: 4; responsibilities include director selection criteria, board evaluations, succession planning, ESG oversight .
- Attendance: Board met 4 times in 2024; Perlman attended 100% of Board, committee, and independent director sessions (exceptions in attendance were only for Maria Sastre due to personal illness) .
- Independence sessions: Four closed sessions in 2024; Perlman attended all during her term .
Fixed Compensation
| Component | Amount/Terms | 2024 Detail |
|---|---|---|
| Annual Retainer (Independent Director) | $114,000 | Standard for independent directors |
| Committee Chair Fee (Governance) | $20,000 | Governance/Nominating Chair |
| Committee Membership Fees | Not disclosed | No per‑meeting fees disclosed |
| Restricted Stock | 173 shares at $1,012.06/share (grant-date fair value ≈ $175,086); vests in one installment after one year | Awarded May 17, 2024; time‑based vesting on May 15, 2025 |
| Options | None granted to directors in 2024 | No stock option awards to directors |
Director-specific 2024 pay:
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Dana M. Perlman | $133,250 | $175,086 | $308,336 |
Performance Compensation
Directors do not receive performance-based compensation; Perlman’s equity is time-based RSUs, with no disclosed bonus, PSU, or option grants tied to performance . For pay-for-performance governance context, ORLY ties NEO annual incentives to objective metrics; directors are not participants.
| 2024 NEO Incentive Metrics | Weight | Threshold | Target | Actual | Achievement (%) |
|---|---|---|---|---|---|
| Comparable store sales | 30% | 2.5% | 4.0% | 2.9% | 11.0 |
| Operating income ($mm) | 30% | 3,271 | 3,371 | 3,251 | 0.0 |
| Return on invested capital | 20% | 62.02% | 67.29% | 66.93% | 19.0 |
| Free cash flow ($mm) | 20% | 1,693 | 1,993 | 1,988 | 20.0 |
| Total Achievement | 100% | — | — | — | 50.0 |
Resulting 2024 NEO payouts:
| Executive | Base Salary ($) | Target (% of Salary) | Achievement (%) | Payout ($) |
|---|---|---|---|---|
| CEO (Beckham) | 1,000,000 | 100% | 50.0% | 500,000 |
| President (Kirby) | 900,000 | 100% | 50.0% | 450,000 |
| CFO (Fletcher) | 650,000 | 80% | 50.0% | 260,000 |
| CIO (Ross) | 575,000 | 80% | 50.0% | 230,000 |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Sigma Lithium Corporation (SGML) | Prior | Director | 2022–2023 |
- Compensation Committee interlocks: Company reports no interlocks or insider participation on the HCC Committee in 2024 .
- Shared directorships/conflicts: No related-party transactions disclosed involving Perlman; independence affirmed; no pledging/hedging permitted for directors .
Expertise & Qualifications
- Financial expert designation; deep experience in finance, M&A, omnichannel retail, supply chain, technology, risk management .
- Recognitions: Named among influential corporate board directors by WomenInc. in 2018 and 2023 .
- Skills matrix highlights: Public board experience, leadership, strategic planning, retail industry, technology, supply chain, risk management, international, omnichannel .
Equity Ownership
| Holder | Direct Shares | Indirect Shares | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Dana M. Perlman | 957 | 100 | 1,057 | <1.0% |
Additional equity details:
- Outstanding unvested restricted shares: 173; market value $205,143 at $1,185.80 closing price on 12/31/2024 .
- Ownership guidelines: Independent directors must hold 5x annual cash retainer; as of 12/31/2024 all directors were in compliance; eligible equity excludes unvested awards, no pledging or hedging allowed .
Governance Assessment
- Strengths: Independent status; audit committee financial expert; chairing Governance/Nominating (board evaluations, succession, ESG oversight); perfect attendance; strong policies (no hedging/pledging; clawback; majority voting; proxy access) .
- Alignment: Meaningful stock ownership with guidelines compliance; annual director grants are equity-based; policy prohibits pledging/hedging, supporting alignment .
- Pay practices context: High say‑on‑pay support (>90% in 2024); clawback policy updated in 2023 to “no‑fault” recovery; shareholder proposal seeking broader clawback opposed by Board citing existing comprehensive policy and SEC/Nasdaq disclosure requirements .
- Potential risks/RED FLAGS: None disclosed specific to Perlman (no related‑party transactions; no attendance issues; no pledge/hedge). Monitor overall board affiliated relationships (family leases with O’Reilly family members, reviewed/approved by Audit Committee) though not involving Perlman .