Maria Sastre
O REILLY AUTOMOTIVEAbout Maria A. Sastre
Independent director at O’Reilly Automotive since 2020; age 69 at the 2025 Annual Meeting; current term expires in 2025. Career senior operator across aviation and cruise with roles at Signature Flight Support (President & COO, 2013–2018), Royal Caribbean (multiple VP roles, 2000–2008), and United Airlines (multiple VP roles, 1995–2000); named an NACD Top Public Company Director in 2022 . Board-determined independent under Nasdaq rules . Committee assignments shifted from Audit + Governance (2024 proxy) to Human Capital & Compensation + Governance (2025 proxy) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signature Flight Support Corporation | President & Chief Operating Officer | 2013–2018 | Led largest global FBO network; senior operating leadership |
| Signature Flight Support Corporation | Chief Operating Officer | 2010–2012 | Operational leadership prior to COO-to-COO progression |
| Take Stock in Children, Inc. | President & CEO | 2009–2010 | Non-profit leadership |
| Royal Caribbean Cruises Ltd. | VP Marketing & Sales, Latin America & Caribbean | 2005–2008 | Regional commercial leadership |
| Royal Caribbean Cruises Ltd. | VP Hotel Operations | 2000–2004 | Global operations leadership |
| United Airlines, Inc. | VP Worldwide Customer Satisfaction | 1999–2000 | Customer operations leadership |
| United Airlines, Inc. | VP Latin America, Caribbean & Miami Intl. Operations | 1995–1998 | Regional operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cadrenal Therapeutics, Inc. (CVKD) | Director | Since 2023 | Current public directorship (2025 proxy) |
| Summit Materials, Inc. (SUM) | Director | 2012–2024 | Prior public board service (2025 proxy) |
| Apria, Inc. (APR) | Director | 2019–2022 | Prior public board service (2025 proxy) |
| Graham Packaging Company Inc. (GRM) | Director | 2011 | Prior public board service (2025 proxy) |
| Accuride Corporation, Inc. (ACW) | Director | 2008 | Prior public board service (2025 proxy) |
Note: The 2024 proxy listed General Mills, Inc. (GIS) as a current public directorship since 2018 and prior service at Darden Restaurants, Inc. (DRI, 1998–2014) and Laidlaw International, Inc. (LI, 2003–2007), indicating changes in public board affiliations between the 2024 and 2025 filings .
Board Governance
- Independence: Board determined Sastre is independent under Nasdaq rules; all committee members satisfy independence requirements .
- Committee assignments and chair roles: Member, Human Capital & Compensation Committee (HCCC) and Corporate Governance/Nominating; HCCC chaired by John R. Murphy; Sastre is a member, not chair . In 2024, she was on Audit + Governance .
- Risk oversight: HCCC oversees compensation and human capital risk; Governance Committee oversees board succession, skills, ESG; Audit oversees financial, compliance, and related-party risk .
- Executive sessions: Independent directors held four closed sessions in 2024; Sastre attended 75% due to personal illness .
Attendance and Engagement
| Year | Board Meeting Attendance | Committee Meeting Attendance | Independent Director Meetings Attendance | Annual Meeting Attendance |
|---|---|---|---|---|
| 2023 | 100% (for current directors; exception was Larry O’Reilly) | 92% (Sastre) | 100% (all independent directors) | Attended (all directors) |
| 2024 | 75% (Sastre; due to personal illness) | 80% (Sastre; due to personal illness) | 75% (Sastre; due to personal illness) | Did not attend (personal illness) |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Stock Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 114,000 | — (not a chair) | — (not applicable) | 175,086 | 289,086 |
- Independent directors receive an annual retainer; Lead Independent Director and committee chairs receive additional fees (Sastre is not chair) .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Vesting | Grant-Date Fair Value ($) | Market Value of Unvested as of 12/31/2024 ($) |
|---|---|---|---|---|---|
| 2024-05-17 | Restricted shares | 173 | Single installment on 2025-05-15 | 175,086 | 205,143 |
- Policy: Independent directors receive annual restricted share awards that vest after one year; unvested awards forfeit upon resignation except retirement, death, disability (no performance metrics; time-based vesting only) .
Other Directorships & Interlocks
| Company | Relationship to ORLY | Potential Interlock/Conflict |
|---|---|---|
| Cadrenal Therapeutics (CVKD); Summit Materials (SUM); Apria (APR); Graham Packaging (GRM); Accuride (ACW) | Unrelated industries | No ORLY customer/supplier/competitor interlocks disclosed in proxy for Sastre . |
| Board-level related party context | ORLY leases stores from O’Reilly family entities and Greg Henslee; total lease payments $4.8M in 2024; Audit Committee reviews RPTs quarterly | RPTs disclosed do not involve Sastre; oversight via Audit Committee . |
Expertise & Qualifications
- Reported skills: Leadership, Strategic Planning, International, Omnichannel, Technology, Supply Chain, Risk Management, Business Ethics & Responsibility .
- Subject-matter knowledge: Brand management, global retail and e-commerce, M&A, strategic business development, risk assessment/management; NACD Top Director (2022) .
Equity Ownership
| As of Date | Direct Ownership (#) | Indirect Ownership (#) | Current Exercisable Options (#) | Total Beneficial Ownership (#) | Percent of Class |
|---|---|---|---|---|---|
| 2025-03-06 | 971 (includes 173 restricted shares) | — | — | 971 | <1% (*) |
- Ownership guidelines: Independent directors must hold 5x annual cash retainer; all directors/executives were in compliance as of 12/31/2024 .
- Eligible equity counted excludes unvested awards; holding requirements apply until compliance achieved; pledging/hedging prohibited by policy .
Governance Assessment
- Positives: Independence affirmed; service on HCCC and Governance indicates involvement in pay oversight, succession, and board effectiveness; stock ownership guideline compliance and anti-hedging/pledging support alignment; compensation structure combines cash retainer with annual equity vesting, reinforcing shareholder alignment .
- Watch items: 2024 attendance shortfall (Board 75%, Committees 80%, independent sessions 75%, missed annual meeting), attributed to personal illness—monitor future attendance to ensure sustained engagement .
- Conflicts: Proxy’s related-party transactions center on O’Reilly family entities and Greg Henslee; no Sastre-related transactions disclosed; Audit Committee oversight in place .
- Investor confidence signals: >90% say-on-pay support and robust clawback policy reflect compensation governance rigor, with HCCC’s oversight including Sastre’s participation .
Committee Structure Context
- Human Capital & Compensation Committee (members all independent; Chair: John R. Murphy) oversees executive compensation, succession planning, and risk assessment .
- Corporate Governance/Nominating Committee (Chair: Dana Perlman; members include Sastre) manages director succession, board evaluations, skills gaps, and ESG oversight .
Attendance Trend Summary
- 2023: Strong board participation; slight committee attendance shortfall (92%), otherwise high engagement .
- 2024: Material attendance shortfall due to illness; disclosure mitigates concern but warrants monitoring for continuity of committee effectiveness .