Gregory Johnson
O REILLY AUTOMOTIVEAbout Gregory D. Johnson
Gregory D. Johnson, age 59, is an Affiliated Director of O’Reilly Automotive, Inc., serving since 2024 with his current term expiring in 2025 . He retired as O’Reilly’s Chief Executive Officer on January 31, 2024, following a 20+ year operating career culminating in leadership of supply chain and the company’s first international expansion; his board profile emphasizes leadership, strategic planning, supply chain, retail industry and risk management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Reilly Automotive, Inc. | Chief Executive Officer | 2018–2024 | Led international expansion and inventory availability strategy |
| O’Reilly Automotive, Inc. | President | 2022–2023 | Executive leadership |
| O’Reilly Automotive, Inc. | Co‑President | 2017–2022 | Executive leadership |
| O’Reilly Automotive, Inc. | EVP Supply Chain | 2014–2017 | Led supply chain operations |
| O’Reilly Automotive, Inc. | SVP Distribution Operations | 2007–2014 | Led DC operations |
| O’Reilly Automotive, Inc. | VP Distribution | 2005–2007 | Led distribution |
External Roles
No current public company directorships are disclosed in Johnson’s biography (other directors’ pages list such roles explicitly; Johnson’s does not) .
Board Governance
- Independence: Affiliated Director (not independent under Nasdaq rules) .
- Committee assignments: None; non‑independent directors do not serve on board committees .
- Board meeting attendance (2024): Each current director attended 100% of board meetings; exception noted for one director due to illness (Johnson not excepted) .
- Executive sessions: Held among independent directors only; four closed‑session meetings in 2024 .
Fixed Compensation
| Year | Fees Earned (Cash) | Equity Grant (# shares) | Grant Price | Equity Fair Value | Total |
|---|---|---|---|---|---|
| 2024 | $85,500 | 173 | $1,012.06 | $175,086 | $260,586 |
- Policy reference (independent director program used for Johnson in 2024 despite affiliated status): Annual retainer $114,000 (prorated) and restricted shares valued ≈$175,000 vesting in one installment after one year; no director options granted in 2024 .
Performance Compensation
| Component | Terms |
|---|---|
| Performance‑based director compensation | None disclosed for directors; no meeting fees and no options in 2024 |
Expertise & Qualifications
- Skills matrix highlights: Leadership, Strategic Planning, Supply Chain, Retail Industry, Risk Management, Human Capital Management .
- Board skills map confirms breadth across operational and governance competencies .
Equity Ownership
| As of | Direct Shares | Indirect Shares | Exercisable Options | Unvested RS | Percent of Class |
|---|---|---|---|---|---|
| March 6, 2025 | 5,016 | — | — | 173 (vest on May 15, 2025) | <1% |
- Policy: Directors are subject to stock ownership guidelines (Independent Directors: 5x cash retainer; Affiliated Directors: 5x base salary); all directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and NEOs under the Insider Trading Policy .
Other Directorships & Interlocks
- None disclosed for Johnson; no shared directorships with competitors/suppliers/customers identified in the proxy .
Insider Trades
| 2024 Activity | Shares | Value Realized |
|---|---|---|
| Option exercises (upon executive retirement under company policy) | 66,347 | $47,742,163 |
| Note: These transactions reflect his executive role and retirement vesting mechanics, not director compensation . |
Related Party Transactions and Conflicts
- 2024 related‑party leases involved entities affiliated with David and Larry O’Reilly and Greg Henslee; no transactions disclosed for Johnson .
- Audit Committee reviews and approves all related‑party transactions for fairness and independence .
Compensation Committee Context (for governance signals)
- Human Capital & Compensation Committee composition: all independent directors; Johnson is not a member .
- Independent consultant engaged (Meridian Compensation Partners) in 2024; peer group reviewed/updated .
- Clawback policy: Amended in 2023 to “no‑fault” recovery for Section 16 officers upon restatement; additional discretionary recovery for fraud/willful misconduct .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support exceeded 90% at the 2024 annual meeting; company has not received less than 85% support since 2011 .
Governance Assessment
- Independence and committees: Johnson is an Affiliated Director and does not sit on audit, compensation, or nominating committees; this limits potential conflicts in committee oversight but reduces independent presence among directors with deep company knowledge .
- Attendance and engagement: Strong attendance record (100% for current directors in 2024) supports board effectiveness; executive sessions remained independent‑only .
- Alignment: Robust ownership guidelines and prohibition on hedging/pledging strengthen alignment; Johnson’s beneficial ownership and unvested RSUs demonstrate skin‑in‑the‑game consistent with policy .
- Compensation integrity: Director pay structure is simple (cash retainer plus time‑vested restricted stock, no options), reducing pay complexity and potential misalignment; Johnson’s 2024 director compensation aligns with the independent director framework .
- RED FLAGS:
- Affiliated status (recent CEO) may raise independence concerns at the full board level, though committees are independent‑only and Johnson holds no committee posts .
- Executive option cancellation/substitution to cash in late 2023, paid in early 2024, represents a modification of equity awards; while board‑approved and tied to retirement, investors may scrutinize such changes for precedent risk .