XML 69 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performance

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,

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.


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($) (1)		Compensation Actually Paid to PEO ($) (3)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (2)		Average Compensation Actually Paid to Non-PEO NEOs ($) (2,3)		`Total Shareholder Return ($) (4)		Peer Group Total Shareholder Return ($) (4)		Net Income ($) (5)		Adjusted EBITDA ($) (5)
2022		10,372,331		15,942,192		3,319,272		4,141,054		177.86		125.91		1,182,701,000		1,999,329,000
2021		11,810,704		15,494,036		3,186,456		4,128,860		140.24		190.36		898,790,000		1,681,515,000
2020		8,523,608		6,337,923		2,215,555		1,653,862		97.81		171.86		163,395,000		1,377,723,000

(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.


	2022						2021				2020
	PEO($)			Average of Non- PEO NEOs($)			PEO($)		Average of Non- PEO NEOs($)		PEO($)			Average of Non- PEO NEOs($)
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

(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.


	2022						2021				2020
	PEO($)			Average of Non- PEO NEOs($)			PEO($)		Average of Non- PEO NEOs($)		PEO($)			Average of Non- PEO NEOs($)
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.


	2022						2021				2020
	PEO($)			Average of Non- PEO NEOs($)			PEO($)		Average of Non- PEO NEOs($)		PEO($)			Average of Non- PEO NEOs($)
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]

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]

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

•

Net Sales

•

Working Capital

Total Shareholder Return Amount

$ 177.86

140.24

97.81