Kimberly deBeers
O REILLY AUTOMOTIVEAbout Kimberly A. deBeers
Kimberly A. deBeers, age 56, is an independent director nominee to the O’Reilly Automotive (ORLY) Board for a one-year term to be voted at the May 15, 2025 Annual Meeting. She retired in February 2025 after more than 20 years at Skadden, Arps, Slate, Meagher & Flom LLP, where she was Partner since 2004, Head of the M&A/Corporate Group in Chicago, and a member of Skadden’s Policy Committee; she was recommended to the Board by the Lead Independent Director . The Board has determined she is independent under Nasdaq rules, notwithstanding Skadden’s provision of legal services to ORLY at fee levels below 0.1% of Skadden revenues; post-retirement she only receives fixed retirement payments from Skadden .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner | 2004–Feb 2025 | Head of M&A/Corporate Group (Chicago); Member, firm-wide Policy Committee; advised public/private companies on securities law, cross-border M&A, capital markets, and governance |
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate | 1998–2004 | Corporate/M&A associate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current/prior public company directorships disclosed in nominee biography |
Board Governance
- Status: Independent director nominee; no committee assignments until elected (committees are composed entirely of independent directors) .
- Independence determination: Board reviewed Skadden relationship; fees paid by ORLY to Skadden were <0.1% of Skadden revenues for 2022–2024; deBeers retired in Feb 2025 and only receives fixed retirement payments; Board deemed her independent under Nasdaq rules .
- Board structure context: Separate Chair and CEO; Lead Independent Director in place; majority vote standard; no poison pill; proxy access; policy prohibiting pledging/hedging by directors .
- Attendance baseline: In 2024, ORLY held 4 Board meetings and independent director executive sessions; all directors attended 100% of their meetings except one director (Sastre) due to personal illness (75% Board; 80% committee attendance) . As a 2025 nominee, attendance for deBeers is not yet applicable .
Fixed Compensation
Independent director compensation structure (2024 schedule; deBeers will be subject to the prevailing schedule upon election):
| Component | Amount / Terms |
|---|---|
| Annual Cash Retainer | $114,000 |
| Lead Independent Director Fee | +$40,000 (if applicable) |
| Committee Chair Fees | Audit: +$30,000; Human Capital & Compensation: +$25,000; Corporate Governance/Nominating: +$20,000 |
| Equity Grant (Restricted Stock) | ~$175,000 grant-date fair value; 2024 grant was 173 shares at $1,012.06 per share, vesting in one installment after one year |
| Options | No director stock option awards granted in 2024 |
Performance Compensation
For directors, ORLY pays time-based restricted stock rather than performance-conditioned awards; no director-specific performance metrics are disclosed (performance metrics apply to executives, not directors) .
| Metric Category | Metric | Target | Payout Basis |
|---|---|---|---|
| Director Equity | Time-based Restricted Stock | Not applicable | Vests after one year; no performance conditions |
Executive incentive metrics (for context, not applicable to directors): comparable store sales, operating income, ROIC, and free cash flow determined annual cash payouts for NEOs in 2024 .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Law firm relationship | Prior partner at Skadden; Skadden provides legal services to ORLY; fees <0.1% of Skadden revenues in 2022–2024; deBeers retired and receives fixed retirement payments; Board determined independence |
| Public company boards | None disclosed for deBeers |
Expertise & Qualifications
- Securities and general corporate law; domestic and cross-border M&A; debt and capital markets; risk management; governance leadership (head of M&A/Corporate Group; Policy Committee) .
- Skills matrix emphasis: Leadership, Strategic Planning, Regulatory, Risk Management, Business Ethics/Responsibility, International .
Equity Ownership
Beneficial ownership as of March 6, 2025:
| Holder | Direct Ownership | Indirect Ownership | Current Exercisable Options | Total Ownership | % of Class |
|---|---|---|---|---|---|
| Kimberly A. deBeers | — | — | — | — | <1% (*) |
Stock ownership guidelines for directors:
- Requirement: Independent Directors must hold at least 5× the annual cash retainer; eligible equity includes beneficially owned shares (unvested awards excluded) .
- Transition period: Compliance within five years from joining the Board; holding requirement of 50% of net after-tax shares from option exercises and restrictions on other sales until compliant; guidelines do not apply after age 62 .
Policies:
- Prohibitions: Directors/NEOs are prohibited from hedging or pledging ORLY stock; no margin accounts or collateral pledges allowed .
Governance Assessment
- Positive signals:
- Robust independence review of deBeers despite Skadden relationship; minimal revenue exposure and retirement mitigate conflict risk .
- Strong governance posture: independent committees; separate Chair/CEO; majority vote; proxy access; anti-pledging/hedging policy .
- Director ownership guidelines enforce alignment, with a five-year path to compliance for new directors .
- Watch items and RED FLAGS:
- Potential perceived conflict due to prior partnership at Skadden, a firm providing services to ORLY—mitigated by minuscule fee share and retirement, but warrants monitoring for related-party oversight robustness .
- As a new nominee, deBeers shows no current beneficial ownership; alignment will depend on equity grants and progression toward ownership guidelines over the five-year window .
Shareholder sentiment context: ORLY’s say-on-pay support exceeded 90% at the 2024 Annual Meeting, indicating broad investor confidence in compensation governance (executives, not directors) .