Greg Henslee
O REILLY AUTOMOTIVEAbout Greg Henslee
Greg Henslee (age 64) is Executive Chairman and an affiliated Director at O’Reilly Automotive, Inc., serving on the Board since 2017 and as Executive Chairman since May 2021; he previously served as CEO from 2005–2018 and held multiple senior operating roles since 1995 . Under current leadership, O’Reilly delivered 2024 comparable store sales growth of 2.9%, operating profit of $3.25B, EPS of $40.66, and $3.05B of operating cash flow; five-year TSR was 171% through 2024 . The Board maintains separation of Chair and CEO roles with a Lead Independent Director to balance governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| O’Reilly Automotive | CEO | 2005–2018 | Led the largest acquisition in company history, expanded into western U.S., established nationwide footprint |
| O’Reilly Automotive | President | 2012–2017 | Senior leadership over core operations |
| O’Reilly Automotive | Co‑President | 1999–2012 | Co-led enterprise scale-up |
| O’Reilly Automotive | SVP IS/Inventory/Customer Service/etc. | 1998–1999 | Drove systems, pricing, loss prevention |
| O’Reilly Automotive | VP Store Operations | 1995–1998 | Field operations leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Automotive aftermarket orgs/associations | Leadership positions | Various | Subject-matter leadership in retail, supply chain, governance |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 779,615 | 804,885 | 827,077 |
| Stock Awards ($) | 392,325 | 404,441 | 415,658 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | 60,413 | 60,373 | 65,688 |
| Total Compensation ($) | 1,232,353 | 1,269,699 | 1,308,423 |
Compensation mix (FY 2024): Salary 63%, Stock awards 32%, Other 5%; no options or annual cash bonus for Henslee . He is excluded from the annual cash incentive plan given strategic/non-operating responsibilities .
Performance Compensation
| Metric | Weight | Threshold | Target | Actual | Payout % |
|---|---|---|---|---|---|
| Comparable Store Sales | 30% | 2.5% | 4.0% | 2.9% | 11.0% |
| Operating Income ($000s) | 30% | 3,271,000 | 3,371,000 | 3,251,157 | — |
| ROIC | 20% | 62.02% | 67.29% | 66.93% | 19.0% |
| Free Cash Flow ($000s) | 20% | 1,693,000 | 1,993,000 | 1,987,808 | 20.0% |
| Total | 100% | — | — | — | 50.0% |
Note: The above plan applied to operating NEOs; Henslee did not participate in the annual cash incentive plan . His long‑term equity is time‑vested restricted shares (no disclosed PSU metrics) .
Equity Ownership & Alignment
| Item | 2024 (as of Mar 7, 2024) | 2025 (as of Mar 6, 2025) |
|---|---|---|
| Direct Shares | 13,328 | 11,400 |
| Indirect Shares | 20,037 (incl. 4,993 401(k), 15,044 GRAT) | 22,159 (incl. 4,993 401(k), 17,166 GRAT) |
| Current Exercisable Options | 36,511 | 9,247 |
| Total Beneficial Ownership | 69,876 (<1%) | 42,806 (<1%) |
- Stock ownership guidelines: Affiliated Director must hold ≥5× base salary; all directors/executives were in compliance at 12/31/2024; unvested awards do not count; holding requirements apply until compliance; guideline waived after age 62 for planning .
- Pledging/hedging prohibited by Insider Trading Policy; no margin or collateral pledges allowed .
Outstanding Awards and Vesting (Greg Henslee)
| Award Type | Quantity | Exercise/Grant Price | Vest/Expiry | Status/Value |
|---|---|---|---|---|
| Stock Options | 18,247 | $256.69 | Exp. 2/2/2027 | Exercisable |
| Restricted Shares (2022 grant) | 198 | — | Vest 2/3/2025 | Included in total below |
| Restricted Shares (2024 grant) | 399 | — | Vest 2/1/2025 | Included in total below |
| Total Unvested RS (12/31/2024) | 597 | — | 2025 | Market value $707,923 (at $1,185.80) |
Exercises and Vested (Liquidity Indicators)
| Year | Options Exercised (Shares) | Value Realized ($) | RS Vested (Shares) | Value Realized ($) |
|---|---|---|---|---|
| 2023 | 23,088 | 17,187,214 | 696 | 551,864 |
| 2024 | 18,264 | 15,911,779 | 939 | 983,424 |
These sizeable option exercises suggest periodic insider supply but are small relative to float; future near‑term vesting from 2024 RS grant was 399 shares (vested Feb 2025) .
Deferred Compensation
| Item | FY 2024 |
|---|---|
| Exec Contributions ($) | 80,850 |
| Company Contributions (Paid in 2024 for 2023) ($) | 15,009 |
| Aggregate Earnings ($) | 750,260 |
| Year‑end Balance ($) | 7,767,318 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑in‑Control (CIC) Agreements | If terminated w/o cause, death/disability, or for Good Reason within 6 months prior to or 2 years after a CoC: 2× salary + 2× target bonus, 2 years benefits continuation, prior year unpaid bonus + pro‑rata target bonus, payout of unused PTO, up to $30k outplacement, immediate vesting of all equity and 12 months for option exercise, legal fees coverage . Equity accelerates upon CoC irrespective of termination (single trigger); cash severance is double‑trigger . |
CIC payout illustrations:
- As of 12/31/2024 (active NEO): Salary $1,663,000; benefits $52,192; unused PTO $3,492; unvested RS $707,923; total $2,426,607 (no bonus shown for Henslee) .
- As of 12/31/2023: Salary $1,617,000; benefits $50,769; unused PTO $96,398; unvested RS $1,080,241; total $2,844,408 .
Clawback policy: “No‑fault” mandatory recovery for Section 16 officers on restatements; discretionary recovery for fraud/willful misconduct including time‑vesting equity under “Additional Compensation”; policy filed with 10‑K and applied to NEOs .
Insider Trading Policy: prohibits hedging/pledging of company stock .
Board Governance
- Role: Executive Chairman; affiliated Director; not independent; serves on no committees .
- Board structure: Separate Chairman and CEO; Lead Independent Director (Tom Hendrickson) with defined authority and responsibilities; all committees comprised solely of independent directors .
- Committee membership summary (Board level): Audit (Hendrickson Chair), Human Capital & Compensation (Murphy Chair), Corporate Governance/Nominating (Perlman Chair); Henslee does not serve on committees due to affiliation .
- Attendance: Board held four meetings in 2024; independent directors held four executive sessions; general attendance disclosed, not specific to Henslee .
Dual‑role implications: While Henslee is Executive Chairman (affiliated), the separation from the CEO role and presence of a strong Lead Independent Director mitigate governance concentration risk . Board emphasizes majority independence and committee independence .
Director Compensation (Specific to Henslee)
Affiliated Directors Greg Henslee and David O’Reilly receive no additional director fees or director equity; they are compensated solely as executive officers. Independent director fee schedule and annual director RS grants apply only to independent directors; affiliated director cash retainer applies to Larry O’Reilly (retiring) .
Related Party Transactions (Risk indicators)
The Company leases land/buildings for 68 stores to entities affiliated with David/Larry O’Reilly and leases two stores to Greg Henslee; aggregate lease payments to these affiliates were $4.8M in 2024 and $4.7M in 2023; reviewed under Audit Committee oversight and stated to be on terms no less favorable than third‑party transactions .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay support has historically been >90%; 2025 vote results: 42,959,329 For; 4,167,778 Against; 158,994 Abstain .
- Compensation peer group refreshed annually; 2024 peer list includes AAP, AZO, GPC, LKQ, LOW, ROST, SHW, TSCO, ULTA, FAST, BJ, DKS, DG, DLTR, GWW; peer ranges: revenue $7.55–$83.67B; market cap $2.81–$138.75B; O’Reilly revenue $16.71B; market cap $68.16B .
Expertise & Qualifications
Henslee brings >40 years in automotive aftermarket and O’Reilly operations, strategic planning, human capital, and risk management; recognized for leading transformational acquisitions and governance; skills include leadership, strategic planning, retail, supply chain, technology, and risk management .
Equity Ownership & Alignment Details
| Policy/Guideline | Details |
|---|---|
| Stock Ownership Requirements | Affiliated Director: 5× base salary; compliance confirmed for all directors/executives as of 12/31/2024 . |
| Holding & Compliance | If not compliant within transition period, must hold 50% of net after‑tax shares on option exercises and cannot sell other shares until compliant; requirements waived after age 62 for planning . |
| Hedging/Pledging | Strict prohibitions on hedging and pledging/margin accounts . |
Investment Implications
- Alignment: Henslee’s pay is largely fixed salary plus time‑vested equity with strong stock ownership requirements and anti‑pledging rules—aligned to long‑term shareholder value via equity retention and governance policies .
- Selling pressure: Significant option exercises in 2023–2024 (>$33M realized) point to episodic insider supply; however, volumes are immaterial relative to float; near‑term RS vesting in early 2025 was modest (399 shares) .
- Retention & severance economics: CIC terms provide double‑trigger cash severance and single‑trigger equity acceleration; dollar exposure for Henslee is modest relative to market cap, limiting “golden parachute” inflation risk .
- Governance risk: Affiliated Executive Chair with no committee seats and a robust Lead Independent Director structure mitigates dual‑role concerns; related‑party real estate leases (including Henslee’s two properties) are monitored by Audit Committee—worth ongoing scrutiny but historically deemed fair .
- Pay practices support: Consistent high Say‑on‑Pay approvals and disciplined peer benchmarking indicate low pay‑inflation risk and shareholder support for the compensation framework .