Voting
To vote your shares during the virtual Annual Meeting, you will need to log-in to meetnow.global/MR2WPTW using: (i) for record holders, the 15-digit control number on your proxy card or (ii) for holders who own shares in street name through brokers, the control number issued to you by Computershare pursuant to the registration process described in the following paragraph. If you do not have a control number, you may log-in as a Guest.
For holders who own shares in street name through brokers, you must request and receive a legal proxy in your name reflecting your holdings of GPC stock from the broker, bank, or other nominee that holds your shares, and then you must submit this by email to legalproxy@computershare.com along with your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., eastern time, on April 30, 2023. You will receive a confirmation email from Computershare of your registration and a new control number that you can use to participate in the virtual Annual Meeting. If you do not have the control number that you received directly from Computershare, you may attend as a Guest (non-stockholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.
If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted FOR all nominees to the Board of Directors listed in this proxy statement, FOR the proposal to approve the compensation of the Company’s named executive officers, for an advisory vote on executive compensation to occur EVERY YEAR, and FOR the ratification of the selection of independent auditors for the fiscal year ending December 31, 2023. The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this proxy statement and the accompanying Notice of 2023 Annual Meeting of Shareholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.
If you hold your shares in street name and you do not instruct your bank or brokerage firm in accordance with their directions how to vote your shares prior to the date of the Annual Meeting, your bank or brokerage firm cannot vote your shares (referred to as “broker non-votes”) on the following proposals: “Proposal 1 — Election of Directors,” “Proposal 2 — Advisory Vote on Executive Compensation,” and “Proposal 3 — Advisory Vote on Frequency of Advisory Shareholder Vote on Executive Compensation,” and such shares will be considered “broker non-votes” and will not affect the outcome of these votes. However, your bank or brokerage firm may vote your shares in its discretion on “Proposal 4 — Ratification of Selection of Independent Auditors” if you do not provide voting instructions.
A shareholder of record who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the Annual Meeting. Such revocation may be by delivery of written notice to the Corporate Secretary of the Company at the Company’s address shown above, by delivery of a proxy bearing a later date (including a later vote by telephone or the Internet), or by voting in person at the Annual Meeting. Street name holders may revoke their proxies prior to the Annual Meeting by following the procedures specified by their bank or brokerage firm.
Only holders of record of the Company’s common stock at the close of business on the record date for the Annual Meeting, which is February 22, 2023, are entitled to vote at the Annual Meeting. Persons who hold shares of common stock in street name as of the record date may vote at the Annual Meeting only if they hold a valid proxy from their bank or brokerage firm. At the close of business on February 22, 2023, the Company had 140,808,951 shares of common stock outstanding and entitled to vote at the Annual Meeting.
On each proposal presented for a vote at the Annual Meeting, each shareholder is entitled to one vote per share of common stock held as of the record date. A quorum for the purposes of all matters to be voted on shall consist of shareholders representing, in person or by proxy, a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Shares represented at the Annual Meeting that are abstained or withheld from voting and broker non-votes will be considered present for purposes of determining a quorum at the Annual Meeting. If less than a majority of the outstanding shares of common stock are represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting to another date, time or place to allow for the solicitation of additional proxies or other measures to obtain a quorum.
The vote required for (1) the election of directors, (2) the advisory vote on executive compensation, and (3) the ratification of the selection of independent auditors is the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote on such proposal which are represented at the Annual Meeting. Because
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2 |
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2023 Proxy Statement |
CORPORATE GOVERNANCE
Independent Directors
The Company’s common stock is listed on the New York Stock Exchange under the symbol “GPC.” The NYSE requires that a majority of the directors, and all of the members of certain committees of the board of directors be “independent directors,” as defined in the NYSE corporate governance standards. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that eleven of the thirteen director nominees have no direct or indirect material relationships with the Company that would impair their independence and therefore are independent directors according to the NYSE rules and the Company’s Corporate Governance Guidelines.
The independent directors and director nominees for election at the 2023 Annual Meeting of Shareholders are: Elizabeth W. Camp, Richard Cox, Jr., Gary P. Fayard, P. Russell Hardin, John R. Holder, Donna W. Hyland, John D. Johns, Robert C. “Robin” Loudermilk, Wendy B. Needham, Juliette W. Pryor, and E. Jenner Wood.
Mr. Richard Cox, Jr., a director since 2020, joined Delta Air Lines, Inc. (“Delta”) in August 2022, where he currently serves as Senior Vice President — Reservation Sales and Customer Care. The Company has a long-standing and ordinary course vendor relationship with Delta and, in connection therewith, maintains automotive parts and supply locations on-site at multiple Delta facilities to better serve Delta’s ground vehicles. This relationship was reviewed and considered by the Board and was determined to be immaterial since (i) the amounts involved in this relationship did not exceed the greater of $1 million or 2% of Delta’s consolidated gross revenues, (ii) the Company has had a long-standing relationship with Delta prior to Mr. Cox joining the Company’s Board of Directors in 2020 and (iii) Mr. Cox became a director of the Company in 2020 prior to his joining Delta in 2022.
Governance Highlights — Restructuring of Board Committees
Our Board is committed to creating long-term value for our shareholders while operating in an ethical, environmentally sensitive and socially responsible manner. In 2022, our Board took part in a comprehensive and rigorous evaluation to assess the effectiveness of the Board and its Committees. The process was facilitated by a third-party advisor to preserve integrity and anonymity of the Board members and the Company’s senior executives who also participated in the evaluation. The third-party advisor met with each director and several of the Company’s senior leaders who interact frequently with the Board to obtain and compile responses to the evaluation, which included feedback regarding, among other topics, Board performance, Board priorities, Board interactions with management, Board discussion topics, agendas and processes, Board composition, and Board and Committee overall effectiveness.
The results of the evaluation for 2022 were presented to the Board by the third-party advisor, who also served as a facilitator for related discussions, which resulted in several proposed changes to increase the effectiveness of the Board, its Committees and its members as well as to drive clarity on key areas of focus. For example, there was broad agreement that management development and succession planning, as well as Board composition and recruiting, may be better addressed through a division of responsibilities at the Committee-level. Similarly, continued prioritization of ESG matters was determined to be an imperative that could be enhanced even further by segmenting that oversight function to a separate Committee. As a result, the Board determined to split the Compensation, Nominating and Governance Committee into two separate Committees: the Compensation and Human Capital Committee and the Nominating and ESG Committee. This restructuring became effective on January 1, 2023.
As part of its evaluation of how best to affect the Committee restructuring, the Board determined that the new Compensation and Human Capital Committee should retain the compensation oversight responsibilities previously exercised by the Compensation, Nominating and Governance Committee. In addition, this new Committee will discharge the Board’s responsibilities to oversee the Board’s development and succession plans for the CEO, other executive officers and senior management positions, as well as the Company’s strategies and policies related to human capital management, including diversity and inclusion.
Similarly, the Board concluded that the new Nominating and ESG Committee should retain the nominating and corporate governance responsibilities previously exercised by the Compensation, Nominating and Governance
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12 |
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2023 Proxy Statement |
Corporate Governance
earlier than October 5, 2023 and no later than November 4, 2023 and must satisfy the requirements specified in the Company’s By-laws.
The Company’s Board of Directors has established the following process for the identification and selection of candidates for director. The Nominating and ESG Committee, in consultation with the Chairman of the Board, annually reviews the appropriate experience, skills, background and characteristics required of Board members in the context of the current membership of the Board to determine whether the Board would be enhanced by the addition of one or more directors. This review includes, among other relevant factors in the context of the perceived needs of the Board at that time, issues of experience, reputation, background, judgment, diversity and skills. With regard to diversity, the Board and the Nominating and ESG Committee believe that sound governance of the Company in an increasingly complex international marketplace requires a wide range of viewpoints. As a result, to ensure the Board benefits from diverse perspectives, in any formal search for board candidates the Board shall consider candidates who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity, and in cases where a search firm is retained by the Committee, the Committee will direct the search firm to include in its initial slate of candidates qualified candidates who reflect diverse backgrounds, including diversity of gender and race and/or ethnicity.
If the Nominating and ESG Committee determines that adding a new director is advisable, the Committee initiates a search, working with other directors, management and, if it deems appropriate or necessary, a search firm retained to assist in the search. If a search firm is retained, the Committee will require that the slate of candidates presented must include gender and racially/ethnically diverse candidates. The Nominating and ESG Committee considers all appropriate candidates proposed by management, directors and shareholders. Information regarding potential candidates is presented to the Nominating and ESG Committee, and the Committee evaluates the candidates based on the needs of the Board at that time. Potential candidates are evaluated according to the same criteria, regardless of whether the candidate was recommended by shareholders, the Nominating and ESG Committee, another director, Company management, a search firm or another third party. The Nominating and ESG Committee then submits any recommended candidate(s) to the full Board of Directors for approval and recommendation to the shareholders for election at the Company’s annual meeting of shareholders.
The Company’s Board of Directors is composed of individuals with diverse experience at policy-making levels in a variety of businesses, as well as in non-profit organizations, in areas that are relevant to the Company’s operations and activities. The Board views diversity broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise, professional and industry experience, and personal characteristics, including age, gender identity, ethnicity, nationality, race, and sexual orientation. The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions. Each director was nominated for election at the 2023 Annual Meeting of Shareholders on the basis of the unique experience, background, qualifications, attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the others on the Board as a whole.
Diversity, Equity, and Inclusion
Developing our people and sustaining our culture are important priorities for our Company. We promote a diverse, inclusive, and innovative culture that encourages and embraces change, diverse ideas, and perspectives. We strive to ensure our teammates reflect our global and diverse customer base. The Company is committed to creating a welcoming environment where all teammates have opportunities to grow and feel a sense of belonging, regardless of gender, sex, race, color, religion, national origin, age, disability, veteran status, sexual orientation, gender expression or experiences. The Company has taken several actions to improve inclusion in our recruiting process, which includes how we advertise job openings, develop position requirements, conduct interviews, and evaluate candidates, and also has developed initiatives to ensure we are developing and supporting our teammates, once they are hired. To support our talent initiatives and priorities, recruitment, training, talent development and succession planning is discussed regularly by management and the Nominating and ESG Committee as well as the Compensation and Human Capital Committee.
To further advance our commitment to DEI, in 2021 we hired a Director of DEI and strengthened our equal employment opportunity policies. In addition, we established a formal DEI Leadership Council composed of
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2023 Proxy Statement |
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15 |
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Corporate Governance
Company and management, as required by the NYSE listing standards and SEC requirements. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the NYSE corporate governance listing standards. During 2022, the Audit Committee held six meetings. The Board of Directors has determined that Ms. Camp, Mr. Fayard, and Ms. Needham meet the requirements adopted by the SEC for qualification as an “audit committee financial expert.” Effective January 1, 2023, Robin Loudermilk and Juliette Pryor shifted membership from the Audit Committee to the newly formed Nominating and ESG Committee.
Compensation, Nominating and Governance Committee. The Compensation, Nominating and Governance Committee is responsible for (1) determining and evaluating the compensation of the Chief Executive Officer and other executive officers and key employees and approving and monitoring our executive compensation plans, policies, and programs, (2) identifying and evaluating potential director nominees for election to the Board and recommending candidates for consideration by the Board and shareholders, (3) developing and recommending to the Board a set of Corporate Governance Guidelines, as well as periodically reevaluating those Corporate Governance Guidelines, (4) overseeing and guiding the strategy of the Company’s ESG initiatives, including oversight of the corporate culture, talent strategy, and the Company’s diversity, equity and inclusion initiatives, (5) overseeing the evaluation of the Board of Directors and management, and (6) developing and advising on succession planning for key executive roles within the Company, including the CEO role. The Committee also periodically reviews and evaluates the risk involved in the Company’s compensation policies and practices and the relationship of such policies and practices to the Company’s overall risk and management of that risk.
For 2022, the Committee retained an independent compensation consultant, Meridian Compensation Partners, LLC, to assist it in its review of executive compensation practices, including the competitiveness of pay levels, design issues, market trends and technical considerations. During the year, Meridian assisted the Committee with the development of competitive market data for executives and a related assessment of the Company’s executive compensation levels, a risk assessment of the Company’s incentive compensation, and also provided legislative and regulatory updates and guidance regarding reporting of executive compensation under the SEC’s proxy disclosure rules. Our Chief Executive Officer, with input from our President, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Human Resources Officer, Business Unit leaders and Meridian, recommended to the Committee base salary, target bonus levels, actual bonus payouts and long-term incentive grants for our senior executives that were backed by market data and were aligned with the Company’s talent and business strategies. The Committee considered, discussed, modified as appropriate, and took action on such proposals. The Committee has agreed that Meridian will play a similar role for 2023.
The Compensation, Nominating and Governance Committee annually considers whether the work of any compensation consultant raised any conflict of interest. For 2022, the Committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian. The Committee also considers the six independence factors mandated by SEC rules before engaging any other compensation advisers.
The members of the Compensation, Nominating and Governance Committee during 2022 were Johnny Johns (Chair), Russ Hardin, John Holder, Donna Hyland and Jenner Wood. All members of the Compensation, Nominating and Governance Committee are independent of the Company and management, as required by the NYSE listing standards and the SEC. During 2022, the Compensation, Nominating and Governance Committee held four meetings.
Executive Committee. The Executive Committee is authorized, to the extent permitted by law, to act on behalf of the Board of Directors on all matters that may arise between regular meetings of the Board upon which the Board of Directors would be authorized to act. The current members of the Executive Committee are Paul Donahue (Chair), Johnny Johns and Wendy Needham. During 2022, the Executive Committee held three meetings.
As previously noted, effective January 1, 2023, the Board approved the split of the Compensation, Nominating and Governance Committee into two separate Committees: the Compensation and Human Capital Committee and the Nominating and ESG Committee. Charters of these new Committees outlining the responsibilities of each committee can be found on genpt.com.
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2023 Proxy Statement |
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23 |
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Additional Information Regarding Executive Compensation
delayed retirement date. The second benefit is the normal retirement benefit actuarially increased from the participant’s normal retirement date to the delayed retirement date based on the attained age at each date. As of December 31, 2022, Mr. Donahue is the only NEO eligible for delayed retirement benefits, and as of this date his benefit is based on the average earnings and credited service at his delayed retirement date.
Termination benefits are calculated in the same manner as normal retirement benefits, except that (a) the benefit is calculated based on projected credited service at normal retirement date and then (b) the benefit is reduced by multiplying it by a service fraction equal to the ratio of credited services at termination to projected credited service at normal retirement date. Projected credited service at normal retirement date is determined as if the participant had continued in employment until their normal retirement date. For the Pension Plan, credited service at termination is based on service frozen as of December 31, 2008.
In the event of a change in control if the participant terminates employment within five years following the change in control, the participant may elect to receive an immediate lump sum distribution of the accrued benefit.
The standard death benefit in the Pension Plan provides a 50% survivor annuity payable to a participant’s spouse upon death prior to retirement. The Death Benefit Plan was merged into the Pension Plan in 2017 and a surviving spouse may instead elect to receive this alternative death benefit based on different provisions and payment form.
The SRP is a nonqualified defined benefit pension plan which covers pay and benefits above the qualified pay limits. The provisions of the SRP are generally the same as those of the Pension Plan, except benefits are payable only for retirement, disability, death, or change in control, SRP earnings include deferred compensation and credited service in the SRP is not frozen.
The plan provides full vesting and an immediate lump sum payment if a participant dies, and full vesting of SRP benefits in the event the plan is terminated, the participant becomes disabled, or there is a change in control. In addition, if a SRP participant’s credited service was frozen in the Pension Plan as amended effective December 31, 2008, an additional offset is applied to the benefits otherwise accrued under the SRP.
Effective December 31, 2013 SRP benefits will continue to reflect an offset for Pension Plan benefits determined as if the Pension Plan were not frozen on December 31, 2013.
Mr. Donahue and Mr. Herron’s SRP benefits are calculated under a revised benefit formula which applies to participants who entered the plan prior to January 1, 2009, and whose credited service was frozen in the Pension Plan as of December 31, 2008. The revised benefit formula is based on all years of credited service and earnings and cannot be less than the accrued SRP benefit as of December 31, 2013. The revised formula is a percentage of the participant’s average earnings less 50% of their Social Security benefit. The applicable percentage is based on years of credited service and increases by 0.5% per year of credited service from 30% at 15 years of service to 45% at 45 or more years of service. For participants with less than 15 years of projected credited service at normal retirement, the applicable percentage is equal to 30% multiplied by a fraction with the numerator equal to credited service (not to exceed 180 months) and the denominator equal to 180. Under the revised SRP benefit formula, there is an offset for the frozen Pension Plan benefit, but no other offsets apply.
Mr. Breaux and Mr. Stengel’s SRP benefits are calculated based on the benefit formula for participants who entered the SRP on or after January 1, 2009. This formula is identical to benefit formula for non-grandfathered participants who entered the plan prior to January 1, 2009 except that it does not provide a minim benefit as of December 31, 2013.
In the SRP a participant becomes vested and early retirement benefit payments are available after attaining age 55 and completing 10 years of service or age 60 and completing 5 years of service if earlier; and benefits are reduced 4% per year prior to Normal Retirement Date. In the event of a participant’s death while in active service, the survivor benefit provided by the plan is 100% of the lump sum present value of the participant’s accrued benefit as of the date of death.
SRP Benefits are paid from Company assets, and for participants who entered the plan prior to January 1, 2009, they are grossed-up for FICA taxes. Named executive eligible for a FICA tax gross-up are Mr. Donahue and Mr. Herron. For Ms. Yancey, the actual FICA tax gross-up amount from GPC is included in the Exhibit 1. Executives sign a joinder agreement to become participants in the SRP and select their form of benefit payment in the agreement. SRP participants may change their payment form elections at any time prior to benefit commencement.
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2023 Proxy Statement |
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45 |
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Pay vs Performance Disclosure
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12 Months Ended |
Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table sets forth information regarding compensation for our principal executive officer and average compensation related to our other named executive officers versus our Company performance for the past three years.
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Value of Initial Fixed $100 Investment Based On: |
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Summary Compensation Table Total for PEO ($) (1) |
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Compensation Actually Paid to PEO ($) (3) |
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Average Summary Compensation Table Total for Non-PEO |
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Average Compensation Actually Paid to Non-PEO NEOs ($) (2,3) |
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`Total Shareholder Return ($) (4) |
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Peer Group Total Shareholder Return ($) (4) |
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2022 |
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10,372,331 |
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15,942,192 |
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3,319,272 |
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4,141,054 |
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177.86 |
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125.91 |
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1,182,701,000 |
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1,999,329,000 |
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2021 |
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11,810,704 |
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15,494,036 |
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3,186,456 |
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4,128,860 |
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140.24 |
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190.36 |
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898,790,000 |
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1,681,515,000 |
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2020 |
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8,523,608 |
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6,337,923 |
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2,215,555 |
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1,653,862 |
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97.81 |
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171.86 |
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163,395,000 |
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1,377,723,000 |
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(1) |
The dollar amounts reported in the column reflect the amounts of total compensation reported for Mr. Donahue for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Donahue was our principal executive officer for the years ended 2020, 2021 and 2022. |
(2) |
The dollar amounts reported in the column reflect the average amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. In 2022, our other named executive officers included William Stengel, President, Bert Nappier, Executive Vice President and Chief Financial Officer, Carol Yancey, (Former) Executive Vice President and Chief Financial Officer, Kevin Herron President of the U.S. Automotive Group, and Randall Breaux, President of Motion Industries. Carol Yancey retired as Executive Vice President and Chief Financial Officer effective May 2, 2022. Bert Nappier joined the Company in February 2022 and became Executive Vice President and Chief Financial Officer effective May 2, 2022. In 2021, our other named executive officers included William Stengel, President, Carol Yancey, Executive Vice President and Chief Financial Officer, Kevin Herron President of the U.S. Automotive Group, and Randall Breaux, President of Motion Industries. In 2020, our other named executive officers included Carol Yancey, Executive Vice President and Chief Financial Officer, James Neill, Executive Vice President of Human Resources, Kevin Herron President of the U.S. Automotive Group, and Randall Breaux, President of Motion Industries. |
Additional Information Regarding Executive Compensation
(3) |
Amounts are calculated in accordance with Item 402(v) and do not reflect actual amounts of compensation paid to the PEO and other Non-PEO NEOs. See table below for detail of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid. |
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Average of Non- PEO NEOs($) |
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Average of Non- PEO NEOs($) |
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Average of Non- PEO NEOs($) |
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Total Compensation as reported on Summary Compensation Table |
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10,372,331 |
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3,319,272 |
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11,810,704 |
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3,186,456 |
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8,523,608 |
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2,215,555 |
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Pension values reported in Summary Compensation Table |
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— |
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49,848 |
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1,836,853 |
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227,019 |
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2,710,577 |
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727,020 |
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Fair value of stock awards reported in Summary Compensation Table |
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6,000,061 |
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1,629,992 |
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5,600,018 |
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1,274,982 |
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2,999,937 |
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591,228 |
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Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
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— |
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75,040 |
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119,764 |
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86,731 |
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169,345 |
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114,992 |
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Fair value of equity compensation granted in current year — value at year-end |
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8,011,348 |
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2,227,905 |
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6,196,847 |
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1,410,865 |
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4,230,834 |
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833,814 |
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Dividends paid on unvested shares/share units |
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— |
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— |
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— |
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— |
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— |
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— |
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Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
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3,906,218 |
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672,626 |
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4,030,406 |
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806,432 |
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(417,368 |
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(88,503 |
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Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year |
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(347,644 |
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(47,382 |
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773,186 |
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140,377 |
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(457,982 |
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(103,748 |
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Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
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— |
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(426,567 |
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— |
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— |
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— |
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— |
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Compensation Actually Paid |
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15,942,192 |
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4,141,054 |
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15,494,036 |
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4,128,860 |
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6,337,923 |
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1,653,862 |
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(4) |
Total shareholder return assumes that $100 was invested on the measurement date in Genuine Parts Company common stock and the peer group as set forth below. The measurement date is established by the market close on the last trading day before the beginning of the Company’s third preceding fiscal year. This shareholder return assumes reinvestment of all dividends. The peer group reflects the peer group composite index used in the Stock Performance Graph included in our Annual Report. In constructing this peer group, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization and including reinvestment of dividends) that compete with the Company in its two industry segments: automotive parts and industrial parts (each group of companies included in the peer group as competing with the Company in a separate industry segment). Included in the automotive parts peer group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the peer group results). Included in the industrial parts peer group are Applied Industrial Technologies, Inc., Fastenal Company, and W.W. Grainger, Inc. In determining the total peer group, each industry segment was weighted to reflect the Company’s annual net sales in each industry segment. |
(5) |
Dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
(6) |
The Company has determined that adjusted EBITDA from continuing operations is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers for the most recently completed fiscal year. |
|
|
|
Company Selected Measure Name |
adjusted EBITDA
|
|
|
Named Executive Officers, Footnote [Text Block] |
The dollar amounts reported in the column reflect the amounts of total compensation reported for Mr. Donahue for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Donahue was our principal executive officer for the years ended 2020, 2021 and 2022.
|
|
|
Peer Group Issuers, Footnote [Text Block] |
Included in the automotive parts peer group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the peer group results). Included in the industrial parts peer group are Applied Industrial Technologies, Inc., Fastenal Company, and W.W. Grainger, Inc. In determining the total peer group, each industry segment was weighted to reflect the Company’s annual net sales in each industry segment.
|
|
|
PEO Total Compensation Amount |
$ 10,372,331
|
$ 11,810,704
|
$ 8,523,608
|
PEO Actually Paid Compensation Amount |
$ 15,942,192
|
15,494,036
|
6,337,923
|
Adjustment To PEO Compensation, Footnote [Text Block] |
(3) |
Amounts are calculated in accordance with Item 402(v) and do not reflect actual amounts of compensation paid to the PEO and other Non-PEO NEOs. See table below for detail of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average of Non- PEO NEOs($) |
|
|
|
|
|
Average of Non- PEO NEOs($) |
|
|
|
|
|
Average of Non- PEO NEOs($) |
|
Total Compensation as reported on Summary Compensation Table |
|
|
10,372,331 |
|
|
|
3,319,272 |
|
|
|
11,810,704 |
|
|
|
3,186,456 |
|
|
|
8,523,608 |
|
|
|
2,215,555 |
|
Pension values reported in Summary Compensation Table |
|
|
— |
|
|
|
49,848 |
|
|
|
1,836,853 |
|
|
|
227,019 |
|
|
|
2,710,577 |
|
|
|
727,020 |
|
Fair value of stock awards reported in Summary Compensation Table |
|
|
6,000,061 |
|
|
|
1,629,992 |
|
|
|
5,600,018 |
|
|
|
1,274,982 |
|
|
|
2,999,937 |
|
|
|
591,228 |
|
Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
|
|
— |
|
|
|
75,040 |
|
|
|
119,764 |
|
|
|
86,731 |
|
|
|
169,345 |
|
|
|
114,992 |
|
Fair value of equity compensation granted in current year — value at year-end |
|
|
8,011,348 |
|
|
|
2,227,905 |
|
|
|
6,196,847 |
|
|
|
1,410,865 |
|
|
|
4,230,834 |
|
|
|
833,814 |
|
Dividends paid on unvested shares/share units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
|
|
3,906,218 |
|
|
|
672,626 |
|
|
|
4,030,406 |
|
|
|
806,432 |
|
|
|
(417,368 |
) |
|
|
(88,503 |
) |
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year |
|
|
(347,644 |
) |
|
|
(47,382 |
) |
|
|
773,186 |
|
|
|
140,377 |
|
|
|
(457,982 |
) |
|
|
(103,748 |
) |
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
|
|
— |
|
|
|
(426,567 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Compensation Actually Paid |
|
|
15,942,192 |
|
|
|
4,141,054 |
|
|
|
15,494,036 |
|
|
|
4,128,860 |
|
|
|
6,337,923 |
|
|
|
1,653,862 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 3,319,272
|
3,186,456
|
2,215,555
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,141,054
|
4,128,860
|
1,653,862
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(3) |
Amounts are calculated in accordance with Item 402(v) and do not reflect actual amounts of compensation paid to the PEO and other Non-PEO NEOs. See table below for detail of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average of Non- PEO NEOs($) |
|
|
|
|
|
Average of Non- PEO NEOs($) |
|
|
|
|
|
Average of Non- PEO NEOs($) |
|
Total Compensation as reported on Summary Compensation Table |
|
|
10,372,331 |
|
|
|
3,319,272 |
|
|
|
11,810,704 |
|
|
|
3,186,456 |
|
|
|
8,523,608 |
|
|
|
2,215,555 |
|
Pension values reported in Summary Compensation Table |
|
|
— |
|
|
|
49,848 |
|
|
|
1,836,853 |
|
|
|
227,019 |
|
|
|
2,710,577 |
|
|
|
727,020 |
|
Fair value of stock awards reported in Summary Compensation Table |
|
|
6,000,061 |
|
|
|
1,629,992 |
|
|
|
5,600,018 |
|
|
|
1,274,982 |
|
|
|
2,999,937 |
|
|
|
591,228 |
|
Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
|
|
— |
|
|
|
75,040 |
|
|
|
119,764 |
|
|
|
86,731 |
|
|
|
169,345 |
|
|
|
114,992 |
|
Fair value of equity compensation granted in current year — value at year-end |
|
|
8,011,348 |
|
|
|
2,227,905 |
|
|
|
6,196,847 |
|
|
|
1,410,865 |
|
|
|
4,230,834 |
|
|
|
833,814 |
|
Dividends paid on unvested shares/share units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
|
|
3,906,218 |
|
|
|
672,626 |
|
|
|
4,030,406 |
|
|
|
806,432 |
|
|
|
(417,368 |
) |
|
|
(88,503 |
) |
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year |
|
|
(347,644 |
) |
|
|
(47,382 |
) |
|
|
773,186 |
|
|
|
140,377 |
|
|
|
(457,982 |
) |
|
|
(103,748 |
) |
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
|
|
— |
|
|
|
(426,567 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Compensation Actually Paid |
|
|
15,942,192 |
|
|
|
4,141,054 |
|
|
|
15,494,036 |
|
|
|
4,128,860 |
|
|
|
6,337,923 |
|
|
|
1,653,862 |
|
|
|
|
Equity Valuation Assumption Difference, Footnote [Text Block] |
Total shareholder return assumes that $100 was invested on the measurement date in Genuine Parts Company common stock and the peer group as set forth below. The measurement date is established by the market close on the last trading day before the beginning of the Company’s third preceding fiscal year. This shareholder return assumes reinvestment of all dividends.
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Compensation Actually Paid and Cumulative Total Share Return As demonstrated by the following graph, the amount of compensation actually paid to Mr. Donahue and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Donahue) is generally aligned with the Company’s cumulative TSR and the cumulative TSR of our peer group. The alignment of compensation actually paid with the Company’s cumulative TSR and the cumulative TSR of our peer group over the period presented is because a significant portion of the compensation actually paid to Mr. Donahue and to the other NEOs is comprised of equity awards. For more information regarding the Company’s performance refer to “Executive Compensation — Compensation Discussion and Analysis.”
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
C ompensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. Donahue and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Donahue) is generally aligned with the Company’s net income over the three years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Adjusted EBITDA, which the company does use for when setting goals in the Company’s short-term incentive compensation program and the performance-based RSUs that are awarded to the NEOs.
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Donahue and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Donahue) is generally aligned with the Company’s Adjusted EBITDA over the three years presented in the table. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA from continuing operations is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when setting goals in the Company’s short-term incentive compensation program, as well as for setting goals for the performance-based RSUs that are awarded to the NEOs.
|
|
|
Tabular List [Table Text Block] |
The most important financial performance measures used to link compensation actually paid to the Company’s named executive officers with the Company’s performance for 2022 are as follows:
|
• |
|
Adjusted EBITDA from continuing operations |
|
• |
|
Total Shareholder Return |
|
|
|
Total Shareholder Return Amount |
$ 177.86
|
140.24
|
97.81
|
Peer Group Total Shareholder Return Amount |
125.91
|
190.36
|
171.86
|
Net Income (Loss) |
$ 1,182,701,000
|
$ 898,790,000
|
$ 163,395,000
|
Company Selected Measure Amount |
1,999,329,000
|
1,681,515,000
|
1,377,723,000
|
PEO Name |
Mr. Donahue
|
|
|
Measure [Axis]: 1 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Adjusted EBITDA from continuing operations
|
|
|
Non-GAAP Measure Description [Text Block] |
The Company has determined that adjusted EBITDA from continuing operations is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers for the most recently completed fiscal year.
|
|
|
Measure [Axis]: 2 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Total Shareholder Return
|
|
|
Measure [Axis]: 3 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Net Sales
|
|
|
Measure [Axis]: 4 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Working Capital
|
|
|
PEO [Member] | Pension values reported in Summary Compensation [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 0
|
$ 1,836,853
|
$ 2,710,577
|
PEO [Member] | Fair value of stock awards reported in Summary Compensation [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
6,000,061
|
5,600,018
|
2,999,937
|
PEO [Member] | Pension value attributable to current years service and any change in pension value attributable to plan amendments made in the current year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
119,764
|
169,345
|
PEO [Member] | Fair value of equity compensation granted in current year value at yearend [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
8,011,348
|
6,196,847
|
4,230,834
|
PEO [Member] | Dividends paid on unvested sharesshare units [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
3,906,218
|
4,030,406
|
(417,368)
|
PEO [Member] | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(347,644)
|
773,186
|
(457,982)
|
PEO [Member] | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Pension values reported in Summary Compensation [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
49,848
|
227,019
|
727,020
|
Non-PEO NEO [Member] | Fair value of stock awards reported in Summary Compensation [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,629,992
|
1,274,982
|
591,228
|
Non-PEO NEO [Member] | Pension value attributable to current years service and any change in pension value attributable to plan amendments made in the current year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
75,040
|
86,731
|
114,992
|
Non-PEO NEO [Member] | Fair value of equity compensation granted in current year value at yearend [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,227,905
|
1,410,865
|
833,814
|
Non-PEO NEO [Member] | Dividends paid on unvested sharesshare units [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
672,626
|
806,432
|
(88,503)
|
Non-PEO NEO [Member] | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(47,382)
|
140,377
|
(103,748)
|
Non-PEO NEO [Member] | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ (426,567)
|
$ 0
|
$ 0
|