Fred Whitfield
O REILLY AUTOMOTIVEAbout Fred Whitfield
Fred Whitfield (age 66) is an Independent Director at O’Reilly Automotive (ORLY) since 2021, with a current term expiring at the 2025 Annual Meeting . He previously served as President, Vice Chairman, Alternate Governor and Minority Owner of Hornets Sports & Entertainment, overseeing all business operations and strategy (2006–2023), and earlier held roles at Jordan Brand (Nike), the Washington Wizards, and as a law firm partner . Whitfield holds a JD from North Carolina Central University and both a BBA (Economics) and MBA (Marketing) from Campbell University, bringing governance, brand, and human capital expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hornets Sports & Entertainment | President, Vice Chairman, Alternate Governor, Minority Owner | 2018–2023 | Led business operations and strategy; spokesperson; led rebranding/refinancing initiatives |
| Hornets Sports & Entertainment | President, COO, Alternate Governor, Minority Owner | 2014–2018 | Business operations, talent leadership, inclusion initiatives |
| Hornets Sports & Entertainment | President, COO, Alternate Governor | 2006–2014 | Oversaw sales, marketing, PR, legal, finance, HR; workplace safety/inclusion |
| Jordan Brand (NIKE, Inc.) | Director of Business/Legal Affairs | Prior to 2006 | Brand and legal strategy |
| Washington Wizards | Director of Player Personnel; Assistant Legal Counsel | Prior to 2006 | Basketball ops and legal support |
| NIKE, Inc. | Director of Player Development, Basketball Sports Marketing (and other roles) | Prior to 2006 | Athlete development and brand marketing |
| Whitfield & Blackmon, Attorneys at Law, LLP | Senior Partner | Prior to 2006 | Legal practice leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NBA Global Diversity & Inclusion Council | Member | Prior service | Served on league-wide D&I Council |
| HoopTee Charities, Inc. | Founder | Ongoing/previous | Supports multiple non-profit initiatives |
Board Governance
- Independence: The Board has determined Whitfield is independent under Nasdaq rules .
- Committee assignments (current): Human Capital & Compensation Committee (HCCC) member; Corporate Governance/Nominating Committee (CG/N) member (2024 activity-year committees) .
- Prior committee experience: Served on Audit Committee and CG/N in 2023 .
- Committee chair roles: None (current chairs are Murphy (HCCC) and Perlman (CG/N)) .
- Attendance: In 2024, current directors (including Whitfield) attended 100% of Board meetings and 100% of their committee meetings; exception noted only for Sastre due to illness . In 2023, Whitfield attended 83% of committee meetings (Board 100%) .
- Executive sessions: Independent directors held four closed sessions in 2024; all current independent directors attended (Sastre exception due to illness) .
- Board leadership and structure: Separate Chair/CEO; Lead Independent Director in place; all committees comprised solely of independent directors .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Retainer (Independent Directors) | $114,000 | Cash |
| Committee Chair Fees | Audit: $30,000; HCCC: $25,000; CG/N: $20,000 | Not applicable to Whitfield (not a chair) |
| Lead Independent Director Fee | $40,000 | Not applicable to Whitfield |
| Fred Whitfield – Cash Fees (FY 2024) | $114,000 | As independent director |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Price/Strike |
|---|---|---|---|---|---|
| Restricted Stock (annual) | May 17, 2024 | 173 | $175,086 | One installment on May 15, 2025 | $1,012.06 per share |
| Options | — | — | — | No director options granted in 2024 | — |
- Director equity is time-based (no performance conditions); 2024 grants were restricted shares vesting after one year, aligned with market practice and shareholder alignment objectives .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Whitfield |
| Prior public company boards | None disclosed for Whitfield |
| Potential interlocks (Comp Committee) | No compensation committee interlocks or insider participation disclosed for 2024 HCCC; members were independent (Whitfield included) |
Expertise & Qualifications
- Skills matrix indicates expertise in leadership, strategic planning, retail industry, human capital management, risk management, business ethics & responsibility, international, omnichannel, and supply chain; also listed under “Retail Industry” for operational insight relevant to ORLY’s business .
- Legal and compliance background plus brand strategy and people leadership experience from HSE and Nike/Wizards roles .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of Mar 6, 2025) | 707 shares (direct) |
| Ownership as % of shares outstanding | <1% (“*” in proxy table) |
| Unvested restricted shares (12/31/2024) | 173 shares; market value $205,143 |
| Options (exercisable/unexercisable) | None disclosed for directors |
| Pledged/Hedged shares | Prohibited by policy; directors/officers may not hedge or pledge company stock |
| Director ownership guidelines | Independent Director: 5x annual cash retainer; all directors/officers in compliance as of 12/31/2024 |
Insider trading compliance: Company reports Section 16 compliance for 2024 filers, noting delinquencies only for Larry O’Reilly (not Whitfield) .
Governance Assessment
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Strengths
- Independent director on two core governance committees (HCCC and CG/N), signaling focus on human capital, pay governance, board succession, and ESG oversight .
- 2024 attendance at 100% for board and committees; improved from 2023 committee attendance (83%) .
- No related-party transactions involving Whitfield disclosed; independence affirmed by the Board .
- Anti-hedging/pledging policy and director stock ownership guidelines in force; Board reports full compliance as of year-end 2024, supporting alignment .
- HCCC retains an independent compensation consultant (Meridian) and disclosed no interlocks, supporting compensation independence .
-
Watch items / potential red flags
- Director equity is time-based (no performance metrics), which is typical but offers limited performance linkage compared to performance-conditioned equity; however, ownership guidelines and anti-hedging/pledging rules mitigate alignment risk .
- 2023 committee attendance was 83% for Whitfield before improving to full attendance in 2024; sustained engagement going forward remains a monitoring point .
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Contextual shareholder sentiment
- Say-on-Pay support exceeded 90% at the 2024 Annual Meeting, indicating broad investor support for pay governance; Board leadership includes a Lead Independent Director with regular executive sessions, which supports effective oversight .