Thomas Hendrickson
O REILLY AUTOMOTIVEAbout Thomas T. Hendrickson
Age 70; independent director since 2010 and Independent Lead Director since January 2024. He chairs the Audit Committee and serves on the Corporate Governance/Nominating Committee. Hendrickson is a certified public accountant and has been designated an “audit committee financial expert” by the Board, reflecting deep finance and risk oversight experience from >30 years in retail CFO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sports Authority, Inc. | Chief Administrative Officer, Chief Financial Officer, and Treasurer | 2003–2014 | Led finance through major M&A; public company governance experience |
| Gart Sports Company | EVP, Chief Financial Officer, and Treasurer | 1998–2003 | Finance leadership through industry consolidation |
| Sportmart, Inc. | SVP & CFO; VP Finance & CFO | 1993–1997; 1993–1995 | Accounting and capital allocation; brand strategy |
| Miller’s Outpost Stores | Divisional VP & Controller | 1987–1992 | Retail controls and operations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ollie’s Bargain Outlet Holdings, Inc. (OLLI) | Director | Since 2015 | Current public directorship |
| Snap One Holdings Corp. (SNPO) | Director | 2022–2024 | Prior public board service |
Board Governance
- Independence: Board determined Hendrickson is independent under Nasdaq rules; Audit Committee comprised solely of independent directors .
- Committee assignments: Audit Committee Chair; Corporate Governance/Nominating member; Lead Independent Director role responsibilities include presiding executive sessions, agenda-setting, liaison among directors/management, and shareholder availability .
- Attendance: 2024 Board met 4 times; Hendrickson attended 100% of Board and committee meetings during his term (only Ms. Sastre had lower attendance due to illness). Independent directors held 4 executive sessions; Hendrickson attended all .
- Audit Committee expertise: Hendrickson (Chair) designated an audit committee financial expert; committee met 8 times in 2024 and oversees financial reporting, internal audit, cybersecurity, related-party reviews, whistleblower program, and risk assessment .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit Committee | Chair | 8 | Financial reporting, internal/external audit, cybersecurity, related-party transactions, ERM |
| Corporate Governance/Nominating | Member | — | Governance guidelines, board succession/skills, ESG policies/reporting |
| Independent Directors (Exec Sessions) | Chairs as Lead Independent Director | 4 | Executive sessions of independent directors; agenda-setting; communication to management |
Fixed Compensation
| Component (Independent Directors) | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $114,000 | All independent directors |
| Lead Independent Director fee | $40,000 | Additional annual fee |
| Audit Committee Chair fee | $30,000 | Additional annual fee |
| Governance/Nominating Chair fee | $20,000 | Not applicable to Hendrickson (not chair) |
| Meeting fees | None disclosed | No per-meeting fees disclosed |
Actual 2024 director compensation for Hendrickson:
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | All Other | Total |
|---|---|---|---|---|
| Thomas T. Hendrickson | $172,750 | $175,086 | — | $347,836 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Shares | May 17, 2024 | 173 | $1,012.06 | $175,086 | One installment on May 15, 2025 |
- Structure: Independent directors receive annual time-vesting restricted shares (~$175,000 value); no stock options granted in 2024 .
- Performance metrics: None disclosed for director equity (time-based vesting, not performance-contingent) .
Other Directorships & Interlocks
- Current public board: OLLI (since 2015); prior SNPO (2022–2024) .
- Committee interlocks: No members of ORLY’s Human Capital & Compensation Committee were officers of ORLY, and no executive served as a director/compensation committee member of entities whose executives served on ORLY’s Board/Compensation Committee in 2024 .
Expertise & Qualifications
- CPA; qualified “audit committee financial expert” (SEC definition) .
- Skills: Public board experience, leadership, strategic planning, retail operations, supply chain, technology, real estate, risk management, regulatory, business ethics .
- M&A: Financial leadership through three mergers building a large full-line sporting goods retailer; relevant risk assessment and governance perspective .
Equity Ownership
| As of March 6, 2025 | Direct Ownership | Indirect Ownership | Current Exercisable Options | Total Ownership | % of Class |
|---|---|---|---|---|---|
| Thomas T. Hendrickson | 1,125 | — | — | 1,125 | * (<1%) |
Notes:
- Direct ownership includes 173 restricted shares awarded under long-term incentive plans .
- Director Stock Ownership Guidelines: Independent Director minimum 5x annual cash retainer; eligible equity excludes unvested awards; 5-year transition; as of Dec 31, 2024, all directors/officers were in compliance .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-05-20 | 2025-05-16 | Award (A) | 131 | $1,381.66 | 1,256 | https://www.sec.gov/Archives/edgar/data/898173/000141588925013807/0001415889-25-013807-index.htm |
| 2024-08-27 | 2024-08-23 | Gift (G) | 263 | $1,116.57 | 1,125 | https://www.sec.gov/Archives/edgar/data/898173/000141588924022304/0001415889-24-022304-index.htm |
| 2024-05-21 | 2024-05-17 | Award (A) | 173 | $1,012.06 | 1,388 | https://www.sec.gov/Archives/edgar/data/898173/000141588924013956/0001415889-24-013956-index.htm |
| 2023-11-01 | 2023-10-31 | Sale (S) | 200 | $930.45 | 1,215 | https://www.sec.gov/Archives/edgar/data/898173/000141588923014665/0001415889-23-014665-index.htm |
| 2023-05-23 | 2023-05-19 | Award (A) | 169 | $954.30 | 1,415 | https://www.sec.gov/Archives/edgar/data/898173/000141588923008611/0001415889-23-008611-index.htm |
Compensation Committee Analysis (context for governance)
- Independent compensation consultant: Meridian Compensation Partners engaged during 2024; committee uses peer and survey data (e.g., Equilar) to assess competitiveness and program design; no rigid percentile targets disclosed .
- 2024 peer group: AAP, AN, AZO, BJ, KMX, DKS, DG, DLTR, FAST, GPC, LKQ, LOW, ROST, SHW, TSCO, ULTA, GWW; changes included removing BIG, DRI, FL and adding BJ, FAST, ULTA; ORLY market cap $68.16B vs peer median $16.55B; revenue $16.71B vs peer median $20.47B .
- Risk assessment: Committee determined compensation programs do not encourage inappropriate risk-taking; clawback policy adopted and updated to Dodd-Frank/Nasdaq standards .
Related Party Transactions (conflict oversight)
- Related-party leases exist with O’Reilly family entities (68 stores; $4.8M aggregate 2024) and two stores with Greg Henslee; Audit Committee reviews/approves all related party transactions; no Hendrickson-related transactions disclosed .
- Insider trading and ethics policies: Robust Code of Conduct, Insider Trading Policy; policy precludes pledging/hedging company securities .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: over 90% votes cast in favor; ORLY has never received less than 85% approval since 2011 .
- 2025 Say-on-Pay vote results: For 42,959,329; Against 4,167,778; Abstain 158,994; Broker non-votes 4,476,896 .
- 2025 shareholder proposal on strengthening clawbacks failed (For 2,904,333; Against 44,198,419; Abstain 183,349; Broker non-votes 4,476,896) .
Governance Assessment
- Strengths: Independent Lead Director, Audit Chair, and audit committee financial expert status reinforce board effectiveness in oversight of financial reporting, cybersecurity, and related-party transactions; strong attendance and independent-only sessions; clear ownership guidelines with compliance; restricted stock grants align director incentives to share price; robust clawback and anti-pledging/hedging policies bolster investor alignment .
- Potential watch items: Direct share ownership is modest in absolute terms (1,125 shares, <1% of class) but compliant with guidelines; monitor ongoing insider transactions (e.g., gifts/sales) for alignment optics; ensure continued independence given extensive audit chair responsibilities over related-party leases with affiliated directors (oversight framework appears strong) .
- Investor confidence signals: Consistently strong Say-on-Pay outcomes and formalized Lead Independent Director role suggest credible governance and shareholder engagement; compensation structure for directors emphasizes equity alignment without options or meeting fees, reducing risk of misaligned incentives .