Jeremy Fletcher
O REILLY AUTOMOTIVEAbout Jeremy Fletcher
Executive Vice President and Chief Financial Officer of O’Reilly Automotive since May 9, 2022; previously Senior Vice President of Finance and Controller, Vice President of Finance & Controller, Director of Finance, and Financial Reporting & Budgeting Manager (joined O’Reilly in 2005). Age 45 in 2022; B.S. and Master’s in Accountancy (University of Missouri); worked as a Certified Public Accountant and in financial reporting/planning at a Fortune 1000 company . During his tenure as CFO, O’Reilly delivered 5-year total shareholder return of 171%, 2024 diluted EPS of $40.66, operating profit of $3.25B, cash from operations of $3.05B, and comparable store sales growth of 2.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| O’Reilly Automotive | Senior VP, Finance & Controller | Over five years prior to 2022 | Led finance/controller functions; prepared succession to CFO |
| O’Reilly Automotive | VP Finance & Controller; Director of Finance; Financial Reporting & Budgeting Manager | Since 2005 | Built budgeting/reporting processes; supported long-term profitable growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public Accounting (CPA) | Certified Public Accountant | Not disclosed | External audit/accounting experience |
| Fortune 1000 Company | Financial reporting/planning | Not disclosed | Corporate FP&A experience |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $468,462 | $592,308 | $640,385 |
| Target Bonus (% of salary) | 80% | 80% | 80% |
| Actual Non-Equity Incentive ($) | $787,523 | $850,734 | $260,000 |
| All Other Compensation ($) | $30,722 | $47,890 | $59,220 |
| Total Compensation ($) | $2,391,744 | $1,790,994 | $1,610,077 |
| 2024 Salary Change | 2023 Base ($) | 2024 Base ($) | Change | Rationale |
|---|---|---|---|---|
| Executive VP & CFO | $600,000 | $650,000 | +8.3% | Company and individual performance |
| 2024 Perquisites and Benefits Detail ($) | Amount |
|---|---|
| Company contributions to Deferred Compensation Plan | $14,308 |
| Company 401(k) contributions | $8,827 |
| Medical insurance reimbursement | $11,500 |
| Premium (Company-paid group term life) | $810 |
| Value of Company-paid group term life | $5,617 |
| Employee Stock Purchase Plan discount | $7,200 |
| Relocation expenses | $10,708 |
| Other perquisites/personal benefits | $250 |
Performance Compensation
| Metric | Weight | Threshold | Target | Actual | Payout (% of target) |
|---|---|---|---|---|---|
| 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 | 0.0% |
| Return on invested capital | 20% | 62.02% | 67.29% | 66.93% | 19.0% |
| Free cash flow ($000s) | 20% | $1,693,000 | $1,993,000 | $1,987,808 | 20.0% |
| Total | 100% | — | — | — | 50.0% |
| 2024 Incentive Target and Actual ($) | Target (% of Salary) | Target ($) | Achievement (%) | Payout ($) |
|---|---|---|---|---|
| Executive VP & CFO | 80% | $520,000 | 50.0% | $260,000 |
| Equity Awards (Grant date 2/1/2024) | Type | #/Strike | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|
| Executive VP & CFO | Stock options | 1,550 @ $1,041.75 | 25% annually on 2/1/2025–2028 | $650,472 |
Equity Ownership & Alignment
| Beneficial Ownership (as of March 6, 2025) | Direct | Indirect | Current Exercisable Options | Total | % of Class |
|---|---|---|---|---|---|
| Jeremy A. Fletcher | 2,372 | 212 | 7,242 | 9,826 | <1% |
| Outstanding Options (12/31/2024) | Exercisable | Unexercisable | Exercise Price ($) | Original Grant |
|---|---|---|---|---|
| 253 | — | 272.21 | 3/11/2016 | |
| 826 | — | 256.69 | 2/2/2017 | |
| 812 | — | 262.38 | 2/1/2018 | |
| 666 | — | 344.66 | 1/31/2019 | |
| 659 | — | 419.88 | 1/30/2020 | |
| 482 | 160 | 451.84 | 2/4/2021 | |
| 234 | 233 | 660.48 | 2/3/2022 | |
| 2,170 | 2,170 | 610.07 | 5/9/2022 | |
| 238 | 712 | 805.66 | 2/2/2023 | |
| — | 1,550 | 1,041.75 | 2/1/2024 |
| 2024 Option Exercise Activity | Shares Exercised | Value Realized ($) |
|---|---|---|
| Executive VP & CFO | 5,000 | $4,088,850 |
- Stock ownership guidelines: Executive Vice President required to hold 3x base salary; all executives were compliant as of 12/31/2024 .
- Hedging/pledging policy: Directors and NEOs are prohibited from hedging or pledging Company securities, including holding in margin accounts .
- Insider trading policy adopted and filed with 2024 10-K; robust controls and training .
Employment Terms
| Change-in-Control (CIC) Agreement | Trigger | Economics |
|---|---|---|
| Double-trigger CIC (termination without Cause, death/disability, or for Good Reason within 6 months before to 2 years after a Change in Control) | Requires both Change in Control and qualifying termination | 2x base salary ($1,300,000), 2x target bonus ($1,040,000), benefits continuation (≈$61,306), earned PTO ($5,297), immediate vesting of all equity awards and 12 months exercisability for options (unvested option value ≈$1,983,104); outplacement up to $30,000 |
| Clawback Policy (2023 amended) | Scope | Triggers |
|---|---|---|
| Mandatory “no-fault” recovery for current/former Section 16 officers | Erroneously awarded incentive compensation after accounting restatement, irrespective of individual fault | |
| Discretionary recovery of “Additional Compensation” for fraud/willful misconduct by NEOs over 3-year lookback | Fraud or willful misconduct contributing to restatement |
| Deferred Compensation Plan (2024) | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Year-End Balance ($) |
|---|---|---|---|---|
| Jeremy A. Fletcher | $160,096 | $9,115 | $366,167 | $2,924,318 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid at 50% of target against rigorous operational metrics (CSS, Operating Income, ROIC, FCF), reinforcing disciplined capital allocation and cash generation focus . The equity mix emphasizes options with 4-year graded vesting, aligning upside to long-term TSR and stock price appreciation .
- Retention and risk: Double-trigger CIC protections (2x salary+bonus, immediate vesting) reduce involuntary departure risk while maintaining shareholder-friendly conditions; robust clawback and hedging/pledging prohibitions mitigate governance and alignment risks .
- Trading signals: 2024 option exercise of 5,000 shares with $4.09M value realized indicates meaningful monetization; watch for continued exercises around annual vest dates (Feb/March/May grants) for potential near-term selling pressure from tax-liquidity needs .
- Ownership and compliance: Beneficial ownership is modest (<1% of class) but executives are in full compliance with stringent stock ownership guidelines (EVP: 3x base), which, alongside options exposure, supports “skin-in-the-game” incentives without pledging risks .
Key performance backdrop: 5-year TSR of 171%, 2024 operating profit $3.25B, EPS $40.66, CFFO $3.05B, and 32nd consecutive year of positive comp-store sales provide strong context for compensation outcomes and equity value creation .