XML 127 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


					Average		Value of Initial Fixed $100
					Summary	Average	Investment Based On:
	Summary	Summary		Compensation	Compensation	Compensation		Peer Group
	Compensation	Compensation	Compensation	Actually Paid	Table Total	Actually Paid	Total	Total
	Table Total	Table Total	Actually Paid	to Former	for Non-PEO	to Non-PEO	Shareholder	Shareholder		Operating
	for PEO	for Former PEO ^(f)	to PEO^(g)(h)	PEO^(f)(g)(h)	NEOs	NEOs^(i)(j)	Return	Return^(k)	Net Income	Income^(l)
Year	($)	($)	($)	($)	($)	($)	($)	($)	($)	($)
2024 ^(a)	2,811,063	416,092	4,585,714	(289,466)	1,495,092	2,230,744	271	210	2,386,680,000	3,251,157,000
2023 ^(b)	—	5,603,352	—	6,204,611	1,903,937	2,266,462	217	159	2,346,581,000	3,186,376,000
2022 ^(c)	—	5,477,351	—	8,519,969	2,201,556	3,340,752	193	112	2,172,650,000	2,954,491,000
2021 ^(d)	—	12,764,271	—	19,042,393	4,150,852	5,926,087	161	173	2,164,685,000	2,917,168,000
2020 ^(e)	—	8,990,958	—	9,135,920	3,266,357	3,273,105	103	145	1,752,302,000	2,419,336,000

(a)	For 2024, Brad Beckham was the PEO, Gregory D. Johnson was the Former PEO, and the non-PEOs included Greg Henslee, David O’Reilly, Brent Kirby, Jeremy Fletcher, and Scott R. Ross.

(b)	For 2023, Gregory D. Johnson was the PEO and the non-PEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent Kirby, Jeremy Fletcher, and Scott R. Ross.

(c)	For 2022, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Jeremy Fletcher, Brent G. Kirby, and Tom McFall.

(d)	For 2021, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent G. Kirby, Tom McFall, and Jeff M. Shaw.

(e)	For 2020, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Tom McFall, and Jeff M. Shaw.

(f)

In November of 2023, in connection with Mr. Johnson’s planned retirement in January of 2024, his stock option award granted in February of 2023 was cancelled and substituted with a cash-based award with an equivalent grant-date fair value of the cancelled stock option award equal to $1,475,000, which is included in the “Bonus” column of the “Summary Compensation Table” for the year ended December 31, 2023. Such cash-based award was earned by and paid to Mr. Johnson in early 2024, following his retirement, and such cancellation and substitution was recommended by the Human Capital and Compensation Committee and approved by the Board. Therefore, Mr. Johnson is shown as having no equity-based compensation awarded in 2023. Mr. Johnson retired as Chief Executive Officer on January 31, 2024, at which time, in accordance with the Company’s policy for retirement eligible Team Members, his outstanding unvested awards vested and the remaining term was set to one year.

(g)

The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “Summary Compensation Table,” for the PEO for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Compensation Actually Paid to PEO” column of the “Pay Versus Performance” table. There was no change in pension values for the years ended December 31, 2024, 2023, 2022, 2021, and 2020, as the Company did not offer a pension plan. No awards were granted and vested in the same year or forfeited in 2024.


					Total	Total
	Grant Date	Year-End	Change in Fair Value	Change in Fair Value	Equity Value	Equity Value
	Fair Value of	Value of	as of Year-End	as of the Vesting Date	Reflected in	Reflected in
	Equity Awards	Equity Awards	of Any Prior Year	of Any Prior Year	Compensation	Compensation
	Granted During	Granted During	Awards that Remain	Awards that Vested	Actually Paid	Actually Paid
	Applicable Year^(f)	Applicable Year^(f)	Unvested as of Year-End	During Applicable Year ^(f)	to PEO	to Former PEO
Year	($)	($)	($)	($)	($)	($)
2024 PEO	(1,250,586)	1,473,508	1,353,677	198,052	1,774,651	—
2024 Former PEO	—	—	—	(705,558)	—	(705,558)
2023	—	—	1,054,053	(452,794)	—	601,259
2022	(1,425,055)	2,669,294	2,461,678	(663,299)	—	3,042,618
2021	(1,349,999)	3,186,484	4,659,462	(217,825)	—	6,278,122
2020	(1,249,949)	1,514,108	301,086	(420,283)	—	144,962

(h)	The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in compensation actually paid to PEO:


			December 31,
	2024				2023		2022		2021		2020
	PEO		Former PEO ^(f)
Risk free interest rate	4.29	%	3.97	%	3.82	%	3.09	%	1.02	%	0.65	%
Expected life	7.3	Years	1.0	Years	7.2	Years	7.1	Years	7.0	Years	7.0	Years
Expected volatility	25.5	%	27.2	%	28.3	%	29.6	%	29.7	%	29.3	%
Expected dividend yield	—	%	—	%	—	%	—	%	—	%	—	%

(i)

The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “Summary Compensation Table,” for the non-PEO NEOs for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Average Compensation Actually Paid to non-PEO NEOs” column of the “Pay Versus Performance” table. There was no change in pension values for the years ended December 31, 2024, 2023, 2022, 2021, and 2020, as the Company did not offer a pension plan. No awards were granted and vested in the same year or forfeited in 2024.


	Grant Date	Year-End	Change in Fair Value	Change in Fair Value	Total
	Fair Value of	Value of	as of Year-End	as of the Vesting Date	Equity Value
	Equity Awards	Equity Awards	of Any Prior Year	of Any Prior Year	Reflected in
	Granted During	Granted During	Awards that Remain	Awards that Vested	Compensation
	Applicable Year	Applicable Year	Unvested as of Year-End	During Applicable Year	Actually Paid
Year	($)	($)	($)	($)	($)
2024	(522,926)	649,752	480,877	127,949	735,652
2023	(592,557)	727,429	259,860	(32,207)	362,525
2022	(989,596)	1,747,461	471,834	(90,504)	1,139,196
2021	(479,515)	1,039,838	1,217,694	(2,782)	1,775,235
2020	(578,083)	677,148	105,700	(198,017)	6,748

(j)	The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in average compensation actually paid to non-PEO NEOs:


	December 31,
	2024		2023		2022		2021		2020
Risk free interest rate	3.95	%	3.83	%	3.12	%	1.00	%	0.69	%
Expected life	6.6	Years	7.3	Years	7.2	Years	7.0	Years	6.9	Years
Expected volatility	23.3	%	28.2	%	29.5	%	29.6	%	29.2	%
Expected dividend yield	—	%	—	%	—	%	—	%	—	%

(k)

Peer Group is the Standard and Poor’s S&P 500 Retail Index used for purposes of Item 201(e) of Regulation S-K. Please see Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” included on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for further discussion of its peer group.

(l)	We determined Operating Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal 2024.

Company Selected Measure Name

Operating Income

Named Executive Officers, Footnote


					Average		Value of Initial Fixed $100
					Summary	Average	Investment Based On:
	Summary	Summary		Compensation	Compensation	Compensation		Peer Group
	Compensation	Compensation	Compensation	Actually Paid	Table Total	Actually Paid	Total	Total
	Table Total	Table Total	Actually Paid	to Former	for Non-PEO	to Non-PEO	Shareholder	Shareholder		Operating
	for PEO	for Former PEO ^(f)	to PEO^(g)(h)	PEO^(f)(g)(h)	NEOs	NEOs^(i)(j)	Return	Return^(k)	Net Income	Income^(l)
Year	($)	($)	($)	($)	($)	($)	($)	($)	($)	($)
2024 ^(a)	2,811,063	416,092	4,585,714	(289,466)	1,495,092	2,230,744	271	210	2,386,680,000	3,251,157,000
2023 ^(b)	—	5,603,352	—	6,204,611	1,903,937	2,266,462	217	159	2,346,581,000	3,186,376,000
2022 ^(c)	—	5,477,351	—	8,519,969	2,201,556	3,340,752	193	112	2,172,650,000	2,954,491,000
2021 ^(d)	—	12,764,271	—	19,042,393	4,150,852	5,926,087	161	173	2,164,685,000	2,917,168,000
2020 ^(e)	—	8,990,958	—	9,135,920	3,266,357	3,273,105	103	145	1,752,302,000	2,419,336,000

(a)	For 2024, Brad Beckham was the PEO, Gregory D. Johnson was the Former PEO, and the non-PEOs included Greg Henslee, David O’Reilly, Brent Kirby, Jeremy Fletcher, and Scott R. Ross.

(b)	For 2023, Gregory D. Johnson was the PEO and the non-PEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent Kirby, Jeremy Fletcher, and Scott R. Ross.

(c)	For 2022, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Jeremy Fletcher, Brent G. Kirby, and Tom McFall.

(d)	For 2021, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent G. Kirby, Tom McFall, and Jeff M. Shaw.

(e)	For 2020, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Tom McFall, and Jeff M. Shaw.

Peer Group Issuers, Footnote

(k)

Adjustment To PEO Compensation, Footnote

(g)


					Total	Total
	Grant Date	Year-End	Change in Fair Value	Change in Fair Value	Equity Value	Equity Value
	Fair Value of	Value of	as of Year-End	as of the Vesting Date	Reflected in	Reflected in
	Equity Awards	Equity Awards	of Any Prior Year	of Any Prior Year	Compensation	Compensation
	Granted During	Granted During	Awards that Remain	Awards that Vested	Actually Paid	Actually Paid
	Applicable Year^(f)	Applicable Year^(f)	Unvested as of Year-End	During Applicable Year ^(f)	to PEO	to Former PEO
Year	($)	($)	($)	($)	($)	($)
2024 PEO	(1,250,586)	1,473,508	1,353,677	198,052	1,774,651	—
2024 Former PEO	—	—	—	(705,558)	—	(705,558)
2023	—	—	1,054,053	(452,794)	—	601,259
2022	(1,425,055)	2,669,294	2,461,678	(663,299)	—	3,042,618
2021	(1,349,999)	3,186,484	4,659,462	(217,825)	—	6,278,122
2020	(1,249,949)	1,514,108	301,086	(420,283)	—	144,962

(h)	The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in compensation actually paid to PEO:


			December 31,
	2024				2023		2022		2021		2020
	PEO		Former PEO ^(f)
Risk free interest rate	4.29	%	3.97	%	3.82	%	3.09	%	1.02	%	0.65	%
Expected life	7.3	Years	1.0	Years	7.2	Years	7.1	Years	7.0	Years	7.0	Years
Expected volatility	25.5	%	27.2	%	28.3	%	29.6	%	29.7	%	29.3	%
Expected dividend yield	—	%	—	%	—	%	—	%	—	%	—	%

Non-PEO NEO Average Total Compensation Amount

$ 1,495,092

$ 1,903,937

$ 2,201,556

$ 4,150,852

$ 3,266,357

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,230,744

2,266,462

3,340,752

5,926,087

3,273,105

Adjustment to Non-PEO NEO Compensation Footnote

(i)


	Grant Date	Year-End	Change in Fair Value	Change in Fair Value	Total
	Fair Value of	Value of	as of Year-End	as of the Vesting Date	Equity Value
	Equity Awards	Equity Awards	of Any Prior Year	of Any Prior Year	Reflected in
	Granted During	Granted During	Awards that Remain	Awards that Vested	Compensation
	Applicable Year	Applicable Year	Unvested as of Year-End	During Applicable Year	Actually Paid
Year	($)	($)	($)	($)	($)
2024	(522,926)	649,752	480,877	127,949	735,652
2023	(592,557)	727,429	259,860	(32,207)	362,525
2022	(989,596)	1,747,461	471,834	(90,504)	1,139,196
2021	(479,515)	1,039,838	1,217,694	(2,782)	1,775,235
2020	(578,083)	677,148	105,700	(198,017)	6,748

(j)	The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in average compensation actually paid to non-PEO NEOs:


	December 31,
	2024		2023		2022		2021		2020
Risk free interest rate	3.95	%	3.83	%	3.12	%	1.00	%	0.69	%
Expected life	6.6	Years	7.3	Years	7.2	Years	7.0	Years	6.9	Years
Expected volatility	23.3	%	28.2	%	29.5	%	29.6	%	29.2	%
Expected dividend yield	—	%	—	%	—	%	—	%	—	%

Compensation Actually Paid vs. Total Shareholder Return

COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

Compensation Actually Paid vs. Net Income

COMPENSATION ACTUALLY PAID VERSUS FINANCIAL PERFORMANCE MEASURES

Compensation Actually Paid vs. Company Selected Measure

COMPENSATION ACTUALLY PAID VERSUS FINANCIAL PERFORMANCE MEASURES

Total Shareholder Return Vs Peer Group

TOTAL SHAREHOLDER RETURN

Tabular List, Table

Below, in an unranked order, are the most important financial performance measures used to link executive compensation actually paid to the Company’s NEOs, except Greg Henslee and David O’Reilly, to the Company’s performance for the year ended December 31, 2024, as further described in the “Compensation Discussion and Analysis” portion of this proxy statement. Greg Henslee and David O’Reilly, in consultation with the Human Capital and Compensation Committee, are excluded from participation in the annual cash incentive compensation plan pursuant to their responsibilities of providing strategic direction and guidance to the Company and their limited role in the Company’s day-to-day operational activities and, therefore, excluded from these financial performance measures.

MOST IMPORTANT PERFORMANCE MEASURES

Comparable Store Sales

Operating Income

Return on Invested Capital

Free Cash Flow

Total Shareholder Return Amount

$ 271

217

193

161

103

Peer Group Total Shareholder Return Amount

210

159

112

173

145

Net Income (Loss)

$ 2,386,680,000

$ 2,346,581,000

$ 2,172,650,000

$ 2,164,685,000

$ 1,752,302,000

Company Selected Measure Amount

3,251,157,000

3,186,376,000

2,954,491,000

2,917,168,000

2,419,336,000

PEO Name

Brad Beckham

Measure:: 1

Pay vs Performance Disclosure

Name

Comparable Store Sales

Measure:: 2

Pay vs Performance Disclosure

Name

Operating Income

Non-GAAP Measure Description

(l)	We determined Operating Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal 2024.