Advance Auto Parts : 2026 Proxy Statement of 2025

About this update from Advance Auto Parts Inc.

ADVANCE AUTO PARTS, INC. 4200 SIX FORKS ROAD RALEIGH, NORTH CAROLINA 27609 Notice of 2026 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the "Company") Logistics DATE AND TIME PLACE RECORD DATE Wednesday, May 20, 2026 https://www.virtualshareholdermeeting.com/ Holders of record of our common stock at at 8:30 a.m. Eastern Time AAP2026. There will be no physical location for this year's meeting. the close of business on March 25, 2026, are entitled to vote at our Annual Meeting. Voting Items Election of the ten nominees named in the Proxy Statement to the Board of Directors to serve until the 2027 annual meeting of stockholders Recommendation FOR each director nominee Advisory vote to approve the compensation of the Company's named executive officers FOR Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 Action upon such other matters, if any, as may properly come before the meeting Advance Voting Methods (Your vote must be received by 11:59 p.m. (EDT) on May 19, 2026, the day before the Annual Meeting) FOR INTERNET https://www.proxyvote.com TOLL FREE TELEPHONE 1-800-690-6903 MAIL Complete and sign your proxy card We invite you to join our Annual Meeting and vote. We urge you, after reading the attached proxy statement (the "Proxy Statement"), to vote your proxy by Internet or telephone by following the instructions on the form of proxy or by signing and returning the enclosed proxy card in the enclosed postage prepaid envelope as promptly as possible. You may vote live at the virtual meeting even if you previously voted by proxy. If you have a disability, we can provide reasonable assistance to help you participate in the meeting upon request. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 20, 2026: The Notice of 2026 Annual Stockholders' Meeting and Proxy Statement and the 2025 Annual Report on Form 10-K, are available at https://www.proxyvote.com . The Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 1, 2026. By order of the Board of Directors, Jeffrey R. Vining Executive Vice President, General Counsel and Corporate Secretary Raleigh, North Carolina April 1, 2026 Proxy Statement Summary Voting Roadmap Proposal 1 Board Recommendation Election of the ten nominees named in the Proxy Statement to the Board of Directors ("Board") to serve until the 2027 annual meeting of stockholders Director Nominees The Board recommends a vote FOR each director nominee See page 1 Name and Age Director Since Occupation Current Committees Other Current Public Company Boards Carla J. Bailo, 65 2020 President and Chief Executive Nominating & Corporate Vesuvius plc Independent Officer, ECOS Consulting, LLC Governance (Chair) Audit John F. Ferraro, 70 2015 Former Global Chief Operating Audit (Chair) International Flavors & Independent Officer, Ernst & Young Fragrances Inc. ManpowerGroup, Inc. Joan M. Hilson, 66 2022 Chief Operating & Financial Finance (Chair) Independent Officer, Signet Jewelers Ltd. Audit Cynthia T. Jamison, 66 2026 Chair of the Board, Darden International Flavors & Independent Restaurants, Inc. Fragrances Inc. Richard A. Johnson, 68 2026 Former President and Chief Nominating & Corporate Independent Executive Officer of Foot Locker, Inc. Governance Compensation Eugene I. Lee, Jr., 64 2015 Former Chairman and Chief Portillo's (Chair) Independent Chair of the Board Executive Officer, Darden Restaurants, Inc. Shane M. O'Kelly, 57 2023 President and Chief Executive Stanley Black & Decker, President and Chief Executive Officer Officer, Advance Auto Parts, Inc. Inc. Thomas W. Seboldt, 59 2024 President, Seboldt Consulting Nominating & Corporate Independent Services LLC Governance Gregory L. Smith, 62 2024 Chief Supply Chain Officer, Compensation (Chair) Independent Walgreen Co. Finance A. Brent Windom, 65 2024 President, Windom Consulting Compensation Independent LLC Finance Director Skills Ferraro Lee Bailo Hilson O'Kelly Seboldt Smith Windom Johnson Jamison Automotive/Industry Experience Consumer Marketing/Sales/Digital (B2C) Corporate Governance Current/Former CEO Finance/Accounting/Financial Reporting Global/International Human Resources/Compensation Information Technology/Ecommerce Legal/Regulatory/Public Policy Merchandising/Procurement Mergers/Acquisitions Professional Marketing/Sales (B2B) Public Company Board Experience Real Estate Retail/Multi-Unit Operations Risk Management Strategic Planning/Oversight Supply Chain/Manufacturing Stockholder Engagement We value dialogue with our stockholders and regularly conduct stockholder governance outreach in addition to recurring outreach regarding quarterly results and company performance. Feedback from stockholders is shared with the Board and applicable Committees periodically. Governance outreach discussions with our stockholders are primarily focused on corporate governance, executive compensation and certain business sustainability matters. In addition to our governance outreach and regularly quarterly outreach, we also meet with existing and potential investors to discuss the company's operations and strategy. For further information on our stockholder engagement during 2025, please see "--Compensation Discussion and Analysis." Corporate Governance Highlights Annual election of all directors Directors elected by majority voting Independent Chair of the Board Approximately 90% of our director nominees are independent All NYSE required Board committees consist solely of independent directors Regular executive sessions of independent directors Proxy Access right for up to 20 person groups of stockholders owning 3% of our stock for 3 years to nominate up to 20% of our Board Right for stockholders of 10% or more of the Company's stock to call a special meeting Strong Guidelines on Significant Governance Issues Annual evaluation of the Board, Committees and individual directors Board policy on CEO succession planning Policies prohibiting hedging and (unless certain stringent requirements are met) prohibiting pledging for all employees and directors Robust stock ownership guidelines for directors and Executive Officers Direct oversight by the Nominating and Corporate Governance Committee of sustainability matters Average tenure of 4.0 years for our director nominees Proposal 2 Board Recommendation Advisory vote to approve the compensation of the Company's named executive officers The Board recommends a vote FOR this Proposal See page 15 Executive Compensation Highlights Our compensation programs continue to center on a pay for performance philosophy. Compensation actions in 2025 were directly aligned with this philosophy to ensure our leadership's interests are aligned with those of our stockholders. Notably for 2025, our named executive officers did not receive any payout for long-term incentive awards for the third consecutive year. The following table summarizes the compensation elements provided for our Named Executive Officers ("NEOs") in 2025: Element Purpose Metrics Base Salary Fixed annual cash compensation to attract and retain executives Established after review of base salaries of executives of companies in our peer group and the performance of each executive officer Short-Term Incentive ("STI") Performance-based, variable pay that delivers cash incentives when executives meet or exceed key financial and operating targets 45% Enterprise Adjusted Operating Income 45% Enterprise Comparable Store Sales (1) 10% Individual Performance Metrics Long-Term Incentive ("LTI") Performance- and service-based equity compensation to reward executives for a balanced combination of meeting or exceeding key financial and operating targets and creating long-term shareholder value 50% Performance-based Restricted Stock Units ("PSUs") 50% Time-based Restricted Stock Units ("RSUs") (1) Enterprise Comparable Stores Sales represents revenue generated by stores, branches and e-commerce in 2025 relative to the revenue generated by stores, branches and e-commerce in 2024, including locations open for 13 complete accounting periods and excluding sales to independently owned Carquest locations. 2025 Performance Plan Payouts 2025 Short-Term Incentive Plan Payout Threshold Low Range Target Exceeding High Range Maximum Enterprise Operating Income ✓ 102.38% Enterprise Comparable Store Sales ✓ 92.00% Individual Performance Metrics (1) ✓ 100.00% Aggregate STI Payout: 97.47% (1) Did not apply to Mr. O'Kelly during 2025. Mr. O'Kelly's payout was determined solely by reference to the financial objectives and was 97.19%. 2023-2025 Long-Term Incentive Plan Payout Threshold Target Maximum Relative Total Shareholder Return ⦸ 0% For additional information about 2025 results achieved and corresponding plan payouts, please see the discussion beginning on page 16 in Compensation Discussion & Analysis ("CD&A"). Strong Compensation Governance STOCKHOLDER FRIENDLY PRACTICES WE EMPLOY STOCKHOLDER UNFRIENDLY PRACTICES WE AVOID Pay for Performance with rigorous objective financial and operational metrics that are closely tied to our success and delivery of stockholder value Dividends on unearned annual performance-based equity awards Incentive Compensation Clawback Policy Repricing or exchange of underwater stock options "Double Trigger" vesting Excise tax gross ups for Change in Control payments Robust Stock Ownership Guidelines Hedging Independence requirements for our Compensation Consultant Pledging unless certain stringent requirements are met For a detailed discussion of our executive compensation program, please see CD&A beginning on page 16. Proposal 3 Board Recommendation Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 The Board recommends a vote FOR this Proposal See page 46 Table of Contents Proposal No. 1 Election of Directors 1 Other Compensation and Pay Practices 23 Nominees for Election to Our Board 2 Compensation Governance 24 Corporate Governance 7 Compensation Committee Report 27 Overview 7 Compensation Program Risk Assessment 28 Board Composition and Refreshment 7 Additional Information Regarding Executive Compensation 29 Nominations for Directors 7 Summary Compensation Table 29 Board Independence and Structure 8 Grants of Plan-Based Awards in 2025 30 Board's Role in Risk Oversight 10 Outstanding Equity Awards at 2025 Fiscal Year End 31 Board Evaluation 11 Option Exercises and Stock Vested in 2025 32 Code of Ethics and Business Conduct 11 Potential Payments Upon Termination of Employment or Change in Control 33 Code of Ethics for Finance Professionals 11 CEO Pay Ratio 35 Insider Trading Policy 12 Pay Versus Performance 36 Related Party Transactions 12 Information Concerning our Executive Officers 41 Succession Planning 12 Security Ownership of Certain Beneficial Owners and Management 42 Director Compensation 13 Stock Ownership Guidelines for Directors and Executive Officers 45 2025 Director Summary Compensation 13 Delinquent Section 16(a) Reports 45 Directors' Outstanding Equity Awards at 2025 Fiscal-Year End 14 Equity Compensation Plan Information 45 Proposal No. 2 Stockholder Advisory Vote to Approve the Compensation of the Company's Named Executive Officers 15 Proposal No. 3 Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2026 46 Compensation Discussion and Analysis 16 Other Matters 48 Executive Summary 16 Components of Compensation 19 Note : Unless otherwise indicated in the text, any reference to a year is intended to refer to the Company's fiscal year of the same date as described in the Company's 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 13, 2026 (the "2025 Form 10-K"). ‌Proposal No. 1 Election of Directors At the 2026 annual meeting of stockholders (the "Annual Meeting"), you will vote to elect as directors the ten nominees listed below to serve until our 2027 annual meeting of stockholders or until their respective successors are elected and qualified. Our Board has nominated Carla J. Bailo, John F. Ferraro, Joan M. Hilson, Cynthia T. Jamison, Richard A. Johnson, Eugene I. Lee, Jr., Shane M. O'Kelly, Thomas W. Seboldt, Gregory L. Smith, and A. Brent Windom for election as directors. All of the nominees are current members of our Board. The Board does not have any vacancies. Each nominee has consented to being named in this Proxy Statement as a nominee and has agreed to serve as a director if elected. None of the nominees to our Board has any family relationship with any other nominee or with any of our executive officers. The persons named as proxies in the accompanying form of proxy have advised us that at the Annual Meeting, unless otherwise directed, they intend to vote the shares covered by the proxies FOR the election of the nominees named above. If one or more of the nominees are unable to serve, or will not serve, the persons named as proxies may vote for the election of any substitute nominees that our Board may propose. The persons named as proxies may not vote for a greater number of persons than the number of nominees named above. Our by-laws provide that a nominee for director in an uncontested election must receive a majority of the votes cast at the Annual Meeting for the election of that director in order to be elected. If a nominee for director who is an incumbent director is not elected and no successor has been elected at the Annual Meeting, the director is expected to tender his or her resignation from the Board contingent on acceptance of such resignation by the Board. ‌Nominees for Election to Our Board The following information is provided about our nominees for director effective as of the record date, March 25, 2026 (the "Record Date"). CARLA J. BAILO Independent President and Chief Executive Officer, ECOS Consulting, LLC Age: 65 Director Since: August 2020 Committee: Nominating and Corporate Governance (Chair) Audit Other Current Public Company Boards: Vesuvius plc Key Experience and Skills With an accomplished career in the automotive industry, including several leadership roles in both corporate and academic settings, Ms. Bailo brings a unique and valuable point of view to our Board. She also has significant experience in the environmental sustainability space and brings a differentiated perspective on business sustainability matters to our Board. She has been designated by the Board as an audit committee financial expert consistent with SEC regulations. Professional Experience Ms. Bailo is currently the President and Chief Executive Officer of ECOS Consulting, LLC, an energy efficiency solutions provider, a position she has held since 2014. Ms. Bailo also served as the President and Chief Executive Officer of The Center for Automotive Research, an independent, non-profit research organization that engages with leaders in the global automotive industry to support technology advancements and improve the competitiveness of the U.S. automotive industry, from October 2017 to September 2022. Previously, Ms. Bailo served as Assistant Vice President, Mobility Research and Business Development of The Ohio State University, a public research university, from 2015 to October 2017. Prior to 2015, Ms. Bailo held various leadership roles with Nissan Motor Co. Ltd., a multinational automobile manufacturer, and began her career with General Motors Company, a multinational vehicle and financial services corporation. Ms. Bailo served on the board of directors for SM Energy Company, a company engaged in hydrocarbon exploration, from October 2018 through February 2026, and has served on the board of directors for Vesuvius plc, an international ceramics company, since February 2023. Ms. Bailo holds a National Association of Corporate Directors Director Certification and a Digital Directors Network certification in cybersecurity. JOHN F. FERRARO Independent Former Global Chief Operating Officer, Ernst & Young Age: 70 Director Since: February 2015 Committee: Audit (Chair) Other Current Public Company Boards: International Flavors & Fragrances Inc. ManpowerGroup Inc. Key Experience and Skills Mr. Ferraro has extensive financial, corporate management, governance and public policy experience which enables him to assist the Board in identifying trends and developments that affect public companies. In addition, the Board benefits from his experience in the areas of marketing and the development of corporate strategy. He has been designated by the Board as an audit committee financial expert consistent with SEC regulations. Professional Experience Mr. Ferraro is a seasoned operational executive with deep expertise in accounting and auditing. He founded RP Intellectual Partners LLC, a successor to a part of Alpha Alpha Intellectual Partners LLC, in November 2022. He served as Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software and services company for the energy industry from February 2019 to July 2019. He served as Global Chief Operating Officer ("COO") of Ernst & Young ("EY"), a leading professional services firm, from 2007 to December 2014 and retired as a partner of EY at the end of January 2015. In addition, Mr. Ferraro served as a member of EY's Global Executive Board for more than 10 years. Mr. Ferraro joined EY in 1976 and prior to his COO role, he served in several senior leadership positions at EY, including Global Vice Chair Audit. Mr. Ferraro practiced as a Certified Public Accountant for 35 years. Mr. Ferraro has served as a director for ManpowerGroup Inc., a provider of workforce solutions, since January 2016, and for International Flavors & Fragrances Inc., a manufacturer of flavors and fragrances, since May 2015. JOAN M. HILSON Independent Chief Operating & Financial Officer, Signet Jewelers Ltd. Age: 66 Director Since: March 2022 Committees : Audit Finance (Chair) Other Current Public Company Boards: None Key Experience and Skills Ms. Hilson brings more than 35 years of finance experience and deep specialty retail experience to our Board. In her role at Signet Jewelers, she has been integral to leading transformation on a strategy intended to drive profitable growth through innovation, capital management, real estate optimization and expansion of market share, which brings valuable perspective to our Board. She has been designated by the Board as an audit committee financial expert consistent with SEC regulations. Professional Experience Ms. Hilson has served as Chief Operating & Financial Officer of Signet Jewelers, Ltd., the world's largest retailer of diamond jewelry, since October 2024, and previously served as Chief Financial & Strategy Officer from March 2021 to October 2024. She has held the position of Chief Financial Officer at Signet since April 2019. Prior to joining Signet, Ms. Hilson served as Chief Financial Officer of David's Bridal Inc., a large specialty clothing retailer from 2014 to 2019; Executive Vice President and Chief Financial Officer and other executive financial leadership roles at American Eagle Outfitters, Inc., a lifestyle, clothing and accessories retailer from 2005 to 2012; and in several financial reporting, financial planning and merchandise planning positions at Limited Brands, Inc., a specialty retailer, including as Executive Vice President and Chief Financial Officer for Victoria's Secret Stores division. Ms. Hilson served as the Controller of Sterling Jewelers (now Signet Jewelers) from 1985 to 1992. She began her career as an auditor at Coopers & Lybrand LLP, one of the oldest professional financial and consulting services firms in the United States (which subsequently merged with PricewaterhouseCoopers). CYNTHIA T. JAMISON Independent Age: 66 Director Since: March 2026 Committees : Not yet assigned Other Current Public Company Boards: International Flowers & Fragrances Inc. Chair of the Board, Darden Restaurants, Inc. Key Experience and Skills Ms. Jamison has a tremendous breadth of public company governance experience. She brings unique perspective to the Board having served as a financial and operational executive at many organizations and as a boardroom leader providing strategic oversight to several companies in transformation and growth. Professional Experience Ms. Jamison is a corporate governance expert with decades of executive experience leading companies in transformation. Since September 2023, Ms. Jamison has served as Chair of the Board of Darden Restaurants, Inc., a leading owner and operator of several restaurants in North America, where she has served as a director since 2014. Ms. Jamison previously served as Chief Financial Officer of AquaSpy, Inc., an agricultural technology company, from April 2009 through December 2012, where she helped establish the financial and accounting functions, and as a Partner of Tatum LLC, an executive services firm, from June 1999 to April 2009. While at Tatum, Ms. Jamison led the Chief Financial Officer practice from January 2026 to April 2009, leading over 400 chief financial executives, and herself served as Chief Financial Officer for eight organizations, usually in turnaround or high growth periods of transformation. In addition to her service at Darden, she has served on the board of directors of International Falvors & Fragrances Inc., a manufacturer of specialty chemicals, since December 2024, and as a trustee of Save the Children since February 2024. She has extensive governance experience, having also served as Chair of the Board of Big Lots Stores, Inc., a discount retail chain, from May 2022 until September 2025, and the Chair of the Board of Tractor Supply Company, a retailer for agriculture, livestock and home improvement needs, from January 2014 until May 2023, as well as holding leadership positions on several other boards of directors, including the ODP Corporation, a business solutions services provider. RICHARD A. JOHNSON Independent Former President and Chief Executive Officer, Foot Locker, Inc. Age: 68 Director Since: January 2026 Committees : Compensation Nominating and Corporate Governance Other Current Public Company Boards: H&R Block (Chair) Build-A-Bear-Workshop, Inc. Key Experience and Skills Mr. Johnson brings more than 30 years of experience in retail, with deep experience in merchandising and store operations. He also brings experience with information technology and driving digital change in an organization. Mr. Johnson has a wealth of corporate governance and Board leadership experience, having served as Chair of the Board of both Foot Locker, Inc. and H&R Block, Inc. Professional Experience Mr. Johnson is a seasoned executive and has been at the forefront of retail by driving industry change across digital transformation, consumer experience, marketing, and merchandising. Mr. Johnson was the President and Chief Executive Officer of Foot Locker, Inc., a multinational retail chain with brand-name athletic shoes, clothing and accessories, from December 2014 until September 2022. Prior to serving as President and Chief Executive Officer, Mr. Johnson held senior leadership roles in the merchandising and store operations functions for Foot Locker over a nearly 30-year tenure with the organization, including serving as the Executive Vice President and Chief Operating Officer from May 2012 through December 2014 and as Executive Vice President and President of Store Operations from June 2011 through May 2012. Mr. Johnson also served as Chairman of the Board of Directors of Foot Locker from May 2016 through January 2023. Mr. Johnson has served as a director for Build-A-Bear Workshop Inc., a specialty retail store, since March 2025, and as the Chairman of the Board of Directors of H&R Block, Inc., a tax preparation company, since September 2015. EUGENE I. LEE, JR. Independent (Chair of the Board) Former Chairman and Chief Executive Officer, Darden Restaurants, Inc. Age: 64 Director Since: November 2015 Committee: None Other Current Public Company Boards: Portillo's Inc. (Chair) Key Experience and Skills Mr. Lee's prior experience as the Chief Executive Officer of a national group of chain restaurants provides him with strong insights into customer service and the types of management issues that face companies with large numbers of employees in numerous locations throughout the country. In addition, he brings experience in marketing, real estate, strategic planning and change management. His long tenured service on the boards of directors of RARE Hospitality International, Inc. and Darden Restaurants, Inc., as well as his temporary service as Interim Executive Chair of the Advance Auto Parts Board, have deepened his governance expertise and board leadership experience. Professional Experience Mr. Lee has decades of operational leadership, senior executive and corporate governance experience. He served as the President and Chief Executive Officer of Darden Restaurants, Inc. ("Darden"), the owner and operator of Olive Garden, LongHorn Steakhouse, Bahama Breeze, Cheddar's Scratch Kitchen, Seasons 52, The Capital Grille, Eddie V's and Yard House restaurants in North America, from February 2015 through May 2022. Previously, Mr. Lee served as Darden's President and Interim Chief Executive Officer from October 2014 to February 2015, and President and Chief Operating Officer from September 2013 to October 2014. He served as President of Darden's Specialty Restaurant Group from October 2007 to September 2013 following Darden's acquisition of RARE Hospitality International, Inc., where he had served as President and a member of the Board of Directors since 2001. Mr. Lee served as a member of the Darden Board of Directors from February 2015 through September 2023, including as Chairman from January 2021 through September 2023, and has served as a director for Portillo's Inc., a restaurant chain, since June 2025, including service as the Lead Independent Director from June 2025 until February 2026 and service as Chairman from March 2026 onward. SHANE M. O'KELLY President and Chief Executive Officer, Advance Auto Parts, Inc. Age: 57 Director Since: September 2023 Committee: None Other Current Public Company Boards: Stanley Black & Decker, Inc. Key Experience and Skills Mr. O'Kelly has served as our President and Chief Executive Officer and a member of our Board since 2023. Previously, Mr. O'Kelly was the Chief Executive Officer of HD Supply, Inc. ("HD Supply") where he improved operational execution, oversaw the transition of a distribution center network and delivered record sales and profit numbers. Mr. O'Kelly brings to the Board significant experience and leadership in the areas of general management, retail operations and strategic planning. Professional Experience Mr. O'Kelly joined Advance Auto Parts as President and Chief Executive Officer in September 2023. Prior to joining Advance, Mr. O'Kelly served as the Chief Executive Officer of HD Supply, a national distributor and provider of maintenance, repair and operations ("MRO") products and a wholly-owned subsidiary of The Home Depot, Inc. (the "Home Depot"), a leading home improvement retailer, from December 2020 to September 2023. From March 2018 through December 2020, Mr. O'Kelly served as Chief Executive Officer of Interline Brands, Inc., a leading national distributor and marketer of MRO products that was merged into Home Depot in December 2020. He previously served as Chief Executive Officer of PetroChoice Holdings, Inc., a leading national lubricant distributor, from June 2011 to March 2018, and as Chief Executive Officer of AH Harris & Sons, Inc., a specialty construction supply distributor, from January 2008 to June 2011. Mr. O'Kelly has served as a director for Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware, since January 2026. Mr. O'Kelly formerly served as a Captain in the U.S. Army. THOMAS W. SEBOLDT Independent President, Seboldt Consulting Services LLC Age: 59 Director Since: March 2024 Committee: Nominating and Corporate Governance Other Current Public Company Boards: None Key Experience and Skills Mr. Seboldt has over three decades of service in the automotive industry. In particular, his deep experience in merchandising at O'Reilly Automotive, Inc. brings key experience in a focus area for the Company. He has also served in leadership roles on several prominent industry associations, which provides the Board with valuable insights on matters of particular importance in the aftermarket automotive industry. Professional Experience Mr. Seboldt is a seasoned executive in the automotive retail industry with over three decades of industry experience. Mr. Seboldt has been the President of Seboldt Consulting Services LLC, an automotive industry consulting firm, since January 2019. Previously, Mr. Seboldt spent the vast majority of his career with O'Reilly Automotive, Inc., an American auto parts retailer, from 1987 until November 2018, where he held several titles of increasing responsibility, including Vice President, Merchandising. Mr. Seboldt has also served on the board of prominent industry associations including the California Automotive Wholesalers' Association ("CAWA") and the Auto Care Association. During his tenure on the CAWA Board, Mr. Seboldt has served in a variety of positions, including President, Vice President, Executive Committee member and Treasurer. GREGORY L. SMITH Independent Chief Supply Chain Officer, Walgreen Co. Age: 62 Director Since: March 2024 Committee: Compensation (Chair) Finance Other Current Public Company Boards: None Key Experience and Skills Mr. Smith brings deep expertise in supply chain to the Board, providing valuable insights in a key area of focus for the Company. His executive experience in multinational retail organizations, including organizations that serve both consumers and other businesses, brings valuable perspective to the Board. Professional Experience Mr. Smith is a proven supply chain expert with nearly 40 years of experience across a variety of industries. Since December 2025, Mr. Smith has served as Chief Supply Chain Officer of Walgreen Co., an American pharmacy store chain. Mr. Smith served as Executive Vice President Enterprise Operations of Medtronic plc, a leading global healthcare technology company, from August 2024 to December 2025 and previously served as Executive Vice President, Global Operation and Supply Chain from April 2021 to August 2024. Prior to joining Medtronic in 2021, Mr. Smith was Executive Vice President, Supply Chain of Walmart Inc., a multinational omni-channel retail corporation, from 2017 to 2021 and Senior Vice President, Global Operations of The Goodyear Tire and Rubber Company, a multinational tire manufacturer, from 2011 to 2016. Earlier in his career, Mr. Smith spent a decade with Conagra Foods, Inc., a consumer packaged goods company, where he served in several leadership positions, including Executive Vice President, Supply Chain. He previously held roles with United Signature Foods LLC and Aurora Foods Inc. Age: 65 Director Since: March 2024 Committee: Compensation Finance Other Current Public Company Boards: None A. BRENT WINDOM Independent President, Windom Consulting LLC Key Experience and Skills Mr. Windom's deep automotive industry experience, including service as chief executive officer at multiple organizations, provides the Board with valuable insights. Mr. Window's expertise in operations, particularly in the automotive aftermarket, provide highly relevant subject matter expertise. He also brings experience in Canadian operations to the Board. Professional Experience Mr. Windom is an experienced automotive industry executive, having spent nearly four decades working in roles across the sector. Most recently, Mr. Windom has served as the President of Windom Consulting LLC, an executive consulting services business, since July 2021. From May 2019 to June 2021, Mr. Windom served as President and Chief Executive Officer of Uni-Select Inc., a leading automotive refinish, industrial coatings and automotive aftermarket parts distributor. Previously, Mr. Windom was President and COO of Canadian Automotive Group, Uni-Select's Canadian business, from July 2017 to May 2019. Mr. Windom also served as president and Chief Executive Officer of Auto Plus | Pep Boys, a major U.S.-based distributor of automotive aftermarket parts and an aftermarket retailer, from February 2016 until July 2017, which was formed following Icahn Enterprises L.P.'s acquisition of Uni-Select USA, Inc. and Beck/Arnley Worldparts, Inc. Prior to joining IEH Auto Parts, Mr. Windom spent 10 years with Uni-Select, where he held positions of increasing responsibility including President and Chief Operating Officer, Uni-Select USA. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF OUR BOARD NOMINEES. ‌Corporate Governance ‌Overview We believe that our strong corporate governance practices reflect our values and support our strategic and financial performance. The compass of our corporate governance practices can be found in our by-laws, our Guidelines on Significant Governance Issues and our Code of Ethics and Business Conduct, which were adopted by our Board to guide our Company, our Board and our employees ("associates") and are available on our website at ir.advanceautoparts.com under "Governance." Each standing committee of the Board has a charter, available at ir.advanceautoparts.com under "Governance," that spells out the roles and responsibilities assigned to it by the Board. In addition, the Board has established policies and procedures that address matters such as risk oversight, stockholder and interested party communications with the Board, transactions with related persons, insider trading, executive officer succession planning and other matters. For additional information about corporate governance highlights, please see "Proxy Summary - Corporate Governance Highlights." ‌Board Composition and Refreshment Our directors possess a breadth of skills and depth of experience relevant to being able to provide effective oversight for the execution of the Company's agenda and creation of long-term value. For additional information about the skills, experiences and characteristics of our Board, please see "Proxy Summary - Director Skills." We believe the Board benefits from a balance of newer directors, who bring fresh perspectives, and longer serving directors, who have contributed to our strategy over time and have deep understanding of our operations. Our Guidelines on Significant Governance Issues contain a retirement age provision but not a retirement tenure provision. Our Nominating and Corporate Governance Committee considers tenure as one of the many factors in annual director nominations and believes that each of Messrs. Lee and Ferraro, each of whom has exceeded 10 years in tenure with the organization, brings highly valuable perspective and leadership, in part directly attributable to their years of service to the Company. With six new directors having joined the Board in the past three years, the Board also believes that the continuous service of Messrs. Lee and Ferraro has been helpful in enabling newer directors to more quickly understand the Company's strategy and operations and has enhanced the Board's overall effectiveness. Our Board has also recently appointed two new directors, adding further retail operational and executive expertise and corporate governance expertise. We continually assess the composition of the Board to ensure continued alignment with the strategic direction of the Company, and the Board believes that the fresh perspectives and particular skills of its newest directors will be valuable in the oversight of the Company's execution of its strategic goals. 6 new directors have joined our Board in the past 3 years 4.0 years average tenure of our director nominees ‌Nominations for Directors Identifying Director Candidates The Nominating and Corporate Governance Committee is responsible for leading the search for and evaluating qualified individuals to become nominees for election as directors. The Committee is authorized to retain a search firm to assist in identifying, screening and attracting director candidates. After a director candidate has been identified, the Committee evaluates each candidate for director within the context of the needs of the Board in its composition as a whole. The Committee considers such factors as the candidate's business experience, skills, independence, judgment, diversity and ability and willingness to commit sufficient time and attention to the activities of the Board. At a minimum, recommended candidates for nomination must possess the highest personal and professional ethics, integrity and values, and commit to representing the long-term interests of our stockholders. Stockholder Recommendations for Director Candidates, Proxy Access and Universal Proxy Rules The Nominating and Corporate Governance Committee will consider stockholder suggestions for nominees for directors. Any stockholder who desires to recommend a candidate for director must submit the recommendation in writing and follow the procedures set forth in our by-laws. Our by-laws require that a stockholder's nomination be received by the corporate secretary not less than 120 days nor more than 150 days prior to the first anniversary of the date of the preceding year's annual meeting. The notice should include the following information about the proposed nominee: name, age, business and residence addresses, principal occupation or employment, the number of shares of Company stock owned by the nominee and additional information required by our by-laws as well as any information that may be required by the SEC's regulations. In addition, the stockholder providing the notice should provide his or her name and address as they appear on our books, the number and type of shares or other equitable interests that are beneficially owned by the stockholder and additional information required by our by-laws. The Committee does not evaluate any candidate for nomination as a director any differently solely because the candidate was recommended by a stockholder. A copy of our by-laws may be obtained by submitting a request to: Advance Auto Parts, Inc., 4200 Six Forks Road, Raleigh, North Carolina 27609, Attention: Corporate Secretary. Our by-laws also are available on our website at ir.advanceautoparts.com under "Governance." Additionally, our by-laws provide that a stockholder, or group of 20 or fewer stockholders, owning at least three percent of our outstanding shares continuously for at least three years may nominate candidates to serve on the Board and have those candidates included in our annual meeting materials. The maximum number of proxy access candidates that a stockholder or stockholder group may propose as nominees is the greater of (i) two or (ii) 20 percent of the Board. This process is subject to additional eligibility, procedural and disclosure requirements as provided in our by-laws, including the requirements that the nominee must be deemed to be independent under applicable stock exchange listing requirements and that notice of such nominations must be delivered to us neither later than 120 days nor earlier than 150 days prior to the first anniversary of the date on which we mailed the proxy statement for the preceding year's annual meeting of stockholders. As specified in our by-laws, if a stockholder intends to comply with the SEC's universal proxy rules and to solicit proxies in support of director nominees other than the Company's nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act not less than 120 days nor more than 150 days prior to the first anniversary of the date of the preceding year's annual meeting. ‌Board Independence and Structure Independence Our Board reviews each director's independence at least annually with the assistance of the Nominating and Corporate Governance Committee and has determined that each of our directors other than Mr. O'Kelly is "independent" under the listing standards of the New York Stock Exchange ("NYSE") because each of these individuals: has no material relationship with us or our subsidiaries, either directly or indirectly, as a partner, stockholder or officer of an organization that has a relationship with us or our subsidiaries; and satisfies the "bright line independence" criteria set forth in Section 303A.02(b) of the NYSE's listing standards. The Board determined that Mr. O'Kelly is not independent because he is employed as our President and Chief Executive Officer. In the independence determination, the Board assessed the issue of materiality of any relationship not merely from the standpoint of each director or nominee, but also from that of persons or organizations with which the director or nominee may have an affiliation. Each director is required to keep the Nominating and Corporate Governance Committee fully and promptly informed as to any developments that might affect his or her independence. Leadership Structure Our Guidelines on Significant Governance Issues and by-laws allow the Board to combine or separate the roles of the Chair of the Board and the Chief Executive Officer. The Board regularly considers whether to maintain the separation of the roles of Chair and Chief Executive Officer. In the event that the Board chooses to combine these roles, or in the event that the Chair of the Board is not an independent director, our Guidelines on Significant Governance Issues provide for the selection of an independent Lead Director. Mr. Lee currently serves as the independent Chair of the Board. Although the Board believes this structure is appropriate under the present circumstances, the Board has also not adopted a policy on whether the roles of Chairman and Chief Executive Officer should be separated or combined because the Board believes that there is no single best blueprint for structuring Board leadership and that, as circumstances change, the optimal leadership structure may change. The responsibilities of the independent Chair or independent Lead Director include participating in development of the Board's agenda, as well as facilitating the discussions and interactions of the Board to ensure that every director's viewpoint is heard and considered. The Chair presides over meetings of the Board and, if independent, also over meetings of the independent directors. When the Chair is not independent, the independent Lead Director is expected to preside over meetings of the independent directors. Where an independent Lead Director exists, he or she also has the responsibility to act as principal liaison among the Chair, the Chief Executive Officer and the full Board. Committees and Meetings Our Board met six times during 2025 and received periodic written updates from management throughout the year. Each incumbent director attended 75 percent or more of the total number of meetings of the Board and meetings of the committees of the Board on which he or she served during his or her tenure. Our Guidelines on Significant Governance Issues provide that our directors should attend annual meetings of stockholders, and all of our current directors who were serving at the time attended our 2025 annual meeting of stockholders and were available for questions from our stockholders. In accordance with applicable NYSE listing requirements, our independent directors hold regular executive sessions at which management, including the Chief Executive Officer, is not present. During 2025, these meetings were presided over by Mr. Lee, our independent Chair of the Board. We currently have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which consists of entirely of independent directors in accordance with the listing standards of the NYSE and whose members satisfy the applicable board committee qualification requirements of the NYSE and SEC, as well as a Finance Committee, which also consists entirely of independent directors. The following table sets forth the names of each current committee member, the number of times each committee met in 2025 and the primary responsibilities of each committee. Our Board has adopted written charters for each committee setting forth the roles and responsibilities of each committee. Each of the charters is available on our website at ir.advanceautoparts.com under "Governance." Member: John F. Ferraro(Chair) Carla J. Bailo Joan M. Hilson Meeting in 2025: 5 AUDIT COMMITTEE Primary Responsibilities monitors the integrity of our financial statements, reporting processes, internal controls and legal and regulatory compliance; appoints, determines the compensation of, evaluates and, when appropriate, replaces our independent registered public accounting firm; pre-approves all audit and permitted non-audit services to be performed by our independent registered public accounting firm; monitors the qualifications and independence and oversees performance of our independent registered public accounting firm; reviews, discusses with management and oversees the Company's information technology, cybersecurity risk and privacy exposures; and reviews with management the implementation and effectiveness of the Company's compliance programs, discusses guidelines and policies with respect to risk assessment and risk management and oversees our internal audit function. COMPENSATION COMMITTEE Members: Gregory L. Smith (Chair) Richard A. Johnson A. Brent Windom Meetings in 2025: 4 Primary Responsibilities reviews and approves our executive compensation philosophy; annually reviews and approves corporate goals and objectives relevant to the compensation of the CEO and evaluates CEO performance in light of these goals; determines and approves the compensation of our executive officers; oversees our incentive and equity-based compensation plans, reviews and approves our peer companies and data sources for purposes of evaluating our compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements; oversees development and implementation of succession plans for executives (other than the CEO), including identifying successors and reporting annually to the Board; oversees the Company's executive compensation recovery ("clawback") policy; and recommends to the Board compensation guidelines for determining the form and amount of compensation for outside directors. ‌NOMINATING and CORPORATE GOVERNANCE COMMITTEE Members: Carla J. Bailo (Chair) Richard A. Johnson Thomas W. Seboldt Meetings in 2025: 6 Primary Responsibilities assists the Board in identifying, evaluating and recommending candidates for election to the Board; establishes procedures and provides oversight for evaluating the Board and management; oversees development and implementation of the CEO succession plan, including identifying the CEO's successor and reporting annually to the Board; develops, recommends and reassesses our corporate governance guidelines; reviews and recommends retirement and other policies for directors and recommends to the Board whether to accept or reject a director's resignation; reviews the development and communication of our business sustainability programs; evaluates the size, structure and composition of the Board and its committees; and establishes procedures for stockholders to recommend candidates for nomination as directors and to send communications to the Board. FINANCE COMMITTEE Members: Joan M. Hilson (Chair) Gregory L. Smith A. Brent Windom Meetings in 2025: 5 Primary Responsibilities reviews and makes recommendations to the Board regarding the Company's financial policies, practices and strategies; reviews any significant changes to the Company's capital structure and financing arrangements; reviews the financial aspects of any proposed acquisition or divestiture; reviews and provides input to management in connection with development of the Company's financial plan; and reviews major banking relationships and lines of credit. ‌Board's Role in Risk Oversight One of our Board's responsibilities is the oversight of the enterprise-wide risk management activities of the Company. Risk is inherent in any business, and the Board's oversight, assessment and decisions regarding risks occur in the context of, and in conjunction with, the other activities of the Board and its committees that are comprised solely of non-management directors. As further described below, the Board, directly and through its committees, regularly engages in risk dialogue with management. Our management retains primary responsibility for identifying risks and risk controls related to significant business activities and mapping those risks to our long-term strategy. On an annual basis, our management executes a comprehensive risk identification and analysis process and reports and discusses its findings with the Board. In addition to the comprehensive annual review, management provides regular updates to the Audit Committee, or as appropriate, the full Board, on risk exposure and mitigation efforts, as well as discusses any recommendations with respect to risk management. Each committee of the Board is responsible for oversight of areas of risk related to its delegated responsibilities as follows, and each of the committees regularly reports on its discussions and activities to the Board: Audit Committee: financial reporting; independent audit; enterprise risk management process and assessment; Internal Audit; internal controls and compliance (including ethics hotline reporting); cybersecurity and data privacy Compensation Committee: compensation programs, policies and practices, including with respect to confirmation that they do not encourage unnecessary or excessive risk taking and the relationship between them and the relationship among our risk management policies and practices Nominating and Corporate Governance Committee: corporate governance; director candidate selection; Board and CEO succession; Board evaluation; corporate sustainability; related party transactions and potential conflicts of interest; insider trading; and political and charitable contributions Finance Committee: financial risk assessment and management; capital strategies and policies; insurance programs Board Evaluation The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Evaluations are designed to assess the qualifications, attributes, skills and experience represented on the Board and whether the Board, its committees and individual directors are functioning effectively. Role of the Board Role of the Board's Committees The Board is responsible for annually conducting an evaluation of the Board and individual directors. The Nominating and Corporate Governance Committee coordinates each Committee's annual evaluation of its performance and reporting of the results to the Board. 2025 Evaluation Process Topics Addressed in 2025 The evaluation process included live interviews with each director conducted by an independent third party, who compiled the results and discussed them with the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee. The results of the assessment were then reported to and discussed by the full Board. Topics addressed in the evaluation process included, among others: the role and functioning of the Board and Board committees; Board oversight of the Company's strategy and interactions with the management team; Board composition and refreshment; interpersonal dynamics of the Board and committees; qualifications and contributions of directors; Board committee structure and governance; and representation of stockholder interests. Stockholder and Interested Party Communications with our Board ‌Any interested party, including any stockholder, who desires to communicate with our Board generally or directly with a specific director, one or more of the independent directors, our non-management directors as a group or our Chair of the Board, including on an anonymous or confidential basis, may do so by delivering a written communication to the Board, a specific director, the independent directors, the non-management directors as a group or to our Chair of the Board, c/o Advance Auto Parts, Inc., 4200 Six Forks Road, Raleigh, North Carolina 27609, Attention: General Counsel. The general counsel will not open a communication that is conspicuously marked "Confidential" and is addressed to one or more of our independent directors, our non-management directors as a group or our Chair of the Board and will forward each such communication to the appropriate individual director or group of directors. Such communications will not be disclosed to the non-independent members of our Board or management unless so instructed by the independent or non-management directors. Code of Ethics and Business Conduct ‌We expect all of our associates, our officers and our directors, and any parties with whom we do business to conduct themselves in accordance with the highest ethical standards. Accordingly, we have adopted a Code of Ethics and Business Conduct, which outlines our commitment to, and expectations for, honest and ethical conduct by all of these persons and parties in their business dealings. Our Code of Ethics and Business Conduct includes provisions with respect to the human rights standards for our company and those with whom we do business. Our associates, officers and directors are expected to review and acknowledge our Code of Ethics and Business Conduct annually. In addition, our associates and our officers are expected to participate in training on our Code of Ethics and Business Conduct on an annual basis. A complete copy of our Code of Ethics and Business Conduct is available at ir.advanceautoparts.com under "Governance." The Company will disclose within four business days any substantive changes in, or waivers of, the Code of Ethics and Business Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K. Code of Ethics for Finance Professionals ‌We have also adopted a Code of Ethics for Finance Professionals to promote and provide for ethical conduct by our finance professionals, as well as for full, fair and accurate financial management and reporting. Our finance professionals include our principal executive officer, principal financial officer, principal accounting officer or controller and any other person performing similar functions. We expect all of these finance professionals to act in accordance with the highest standards of professional integrity, to provide full and accurate disclosure in any public communications as well as reports and other documents filed with the SEC and other regulators, to comply with all applicable laws, rules and regulations and to deter wrongdoing. Our Code of Ethics for Finance Professionals is intended to supplement our Code of Ethics and Business Conduct. A complete copy of the Code of Ethics for Finance Professionals is available at ir.advanceautoparts.com under "Governance." The Company will disclose within four business days any substantive changes in, or waivers of, the Code of Ethics for Finance Professionals granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K. Insider Trading Policy ‌Also related to our commitment to, and expectations for, honest and ethical business conduct and compliance with applicable laws, rules and regulations, we have adopted an Insider Trading Policy that governs purchases, sales and other dispositions of our securities, as well as the disclosure of material, nonpublic information about our Company, by our directors, officers and associates that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended 2025. Related Party Transactions Pursuant to our Code of Ethics and Business Conduct and the Board's policy with respect to related party transactions, officers and directors are required to disclose to the Chair of the Nominating and Corporate Governance Committee of the Board or to our general counsel any transaction or relationship that may create an actual or perceived conflict of interest. Pursuant to the Board's policy, our general counsel's office reviews such transactions or relationships and advises the Nominating and Corporate Governance Committee in the event that a transaction or relationship is determined to be a related party transaction. The Nominating and Corporate Governance Committee then reviews the transaction in light of the relevant facts and circumstances and makes a determination of whether to approve the transaction. In the case of a transaction involving a director, the Nominating and Corporate Governance Committee would also review the transaction to determine whether it might have an effect on the independence of the director. The Nominating and Corporate Governance Committee reports its conclusions and recommendations to the Board for its consideration. In addition, our Guidelines on Significant Governance Issues require each director to disclose to the Board (or the Nominating and Corporate Governance Committee) any interest that he or she has in any contract or transaction that is being considered by the Board for approval. After making such a disclosure and responding to any questions the Board may have, the interested director is expected to abstain from voting on the matter and leave the meeting while the remaining directors discuss and vote on such matter. ‌On an annual basis, each director and executive officer is obligated to complete a questionnaire that requires identification of Related Persons as defined by the Company's Related Persons Policy and requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. The questionnaire is prepared and distributed by our general counsel's office, and each director and executive officer returns the completed questionnaire to the general counsel's office for review. Any related party transactions with directors or executive officers that have been identified through the processes described above are disclosed consistent with applicable rules and regulations; there were no such transactions during 2025. Succession Planning In light of the critical importance of executive leadership to our success and consistent with our Guidelines on Significant Governance Issues, the Board has adopted a chief executive officer succession planning process that is led by the Nominating and Corporate Governance Committee. The Guidelines on Significant Governance Issues and the Nominating and Corporate Governance Committee Charter provide that the Nominating and Corporate Governance Committee is charged with the responsibility of developing a process for identifying and evaluating candidates to succeed the Chief Executive Officer and to report at least annually to the Board on the status of the succession plan, including issues related to the preparedness for the possibility of an emergency situation involving senior management and assessment of the long-term growth and development of the Chief Executive Officer, and identifying the Chief Executive Officer's successor. The Compensation Committee is charged with overseeing non-CEO succession planning. Our Guidelines on Significant Governance Issues also provide that in the event the Board undertakes to name a successor to the Chief Executive Officer, the independent directors shall name a Succession Committee to identify, assess and make recommendations to the Board regarding candidates for that position. ‌Director Compensation Under our director compensation program, each non-management director receives annual compensation consisting of a combination of cash and equity-based compensation. Management directors do not receive any additional compensation for services as a director. Each non-management director receives an annual retainer of $100,000 and additional applicable retainers or fees as set forth in the following paragraph. Directors who chair Board committees receive additional retainer amounts annually for their committee chair responsibilities. The Audit Committee Chair receives $25,000, the Compensation Committee Chair receives $20,000, the Nominating and Corporate Governance Chair receives $17,500 and the Finance Committee Chair receives $17,500. The independent Board Chair (or the independent Lead Director in the event the Board Chair is not independent) receives an additional $200,000 annual retainer. Each non-management director may elect to defer or receive all or a portion of his or her retainer amounts in the form of deferred stock units, or DSUs. Each DSU is equivalent to one share of our common stock. Dividends paid by us are credited toward the purchase of additional DSUs and are distributed together with the underlying DSUs. DSUs are payable in the form of common stock to participating directors over a specified period of time as elected by the participating director, or whenever their service with the Company ends, whichever is sooner. In addition, each non-management director receives equity compensation valued at $165,000 per year as of the date of grant. The equity compensation is awarded annually in the form of DSUs, granted to directors shortly after the date of the annual stockholder meeting, and will be distributed in common shares after the director's service with the Company ends. Board members who are appointed at any time other than at the annual meeting receive a prorated DSU award with a grant value based upon the number of months from their election date until the next annual stockholder meeting. The annual grant of DSUs may vest pro-rata based upon the number of months the director has served during the current term in the event that a director's service as a member of the Board ends before one year from the date of grant. On May 27, 2025, each non-management director serving at the time received 3,326 DSUs valued at $165,000 on the date of grant. ‌2025 Director Summary Compensation Information provided in the following table reflects the compensation delivered to our non-management directors for 2025: Name Fees Earned or Paid in Cash (a) Stock Awards (b) Total Carla J. Bailo $ 117,500 $ 165,000 $ 282,500 John F. Ferraro 125,000 165,000 290,000 Joan M. Hilson 117,500 165,000 282,500 Jeffrey J. Jones II 120,000 165,000 285,000 Eugene I. Lee, Jr. 300,000 165,000 465,000 Thomas W. Seboldt 100,000 165,000 265,000 Gregory L. Smith 100,000 165,000 265,000 A. Brent Windom 100,000 165,000 265,000 Includes earned or deferred board and chair retainers for 2025. Represents the grant date fair value of DSUs granted during 2025 for the annual equity retainers. The grant date fair value is calculated in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 ("ASC Topic 718") based on the closing price of the Company's stock on the date of grant. ‌Directors' Outstanding Equity Awards at 2025 Fiscal-Year End The following table provides information about the equity awards outstanding as of the end of our last fiscal year for our non-management directors. Name Outstanding Deferred Stock Units (#) Carla J. Bailo 11,240 John F. Ferraro 23,043 Joan M. Hilson 9,637 Jeffrey J. Jones II 13,830 Eugene I. Lee, Jr 80,099 Thomas W. Seboldt 6,609 Gregory L. Smith 6,405 A. Brent Windom 6,405 ‌Proposal No. 2 Stockholder Advisory Vote to Approve the Compensation of the Company's Named Executive Officers We encourage you to review the CD&A section of this Proxy Statement and vote to approve the compensation of our named executive officers as disclosed therein and in the accompanying tables and narrative discussion contained in this Proxy Statement. We are providing this opportunity to vote on the compensation of our named executive officers as required by Section 14A of the Securities Exchange Act of 1934. Although your vote is advisory and not binding on our Board, our Compensation Committee or the Board will carefully consider the voting results and take them into consideration when making future decisions regarding executive compensation policies and procedures. We generally hold a say-on-pay vote annually, and it is expected that the next say-on-pay vote will occur at the 2027 annual meeting of stockholders. Our executive compensation programs have played a key role in our ability to attract and retain a highly experienced, successful team to manage our Company and drive strategic and financial results for our stockholders. We believe our executive compensation programs are well structured to further our business objectives and support our culture. We believe that our compensation programs help further engage our workforce and position us to deliver strong results for our stockholders, our customers and the communities in which we operate. We believe our executive compensation programs strike the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. This balance is evidenced by the following: The compensation of our executives is based on a design that aims to align pay with both the attainment of annual operational and financial goals, which the Compensation Committee establishes, and sustained long-term value creation; Our compensation programs are substantially tied into our key business objectives and the success of our stockholders. If the value we deliver to our stockholders declines, so does the value of the compensation we deliver to our executives; We maintain high levels of corporate governance oversight over our executive pay programs; We closely monitor the compensation programs and pay levels of executives from companies of similar size and complexity to help ensure that our compensation programs are within the norm of a range of market practices; and Our Compensation Committee, in conjunction with our Nominating and Corporate Governance Committee and senior management, engages in a talent review process annually to address succession and executive development for our Chief Executive Officer and other key executives. The Board strongly endorses our executive compensation programs and recommends that our stockholders vote in favor of the following resolution: "RESOLVED, that the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the "Compensation Discussion and Analysis," compensation tables and narrative discussion contained in this Proxy Statement, is hereby APPROVED." THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL ON AN ADVISORY BASIS OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS ‌Compensation Discussion and Analysis ‌Executive Summary 2025 saw significant progress on our strategic initiatives and a return to profitability. Across our business, we have been returning to the fundamentals of retail. Our strategy focuses on merchandising excellence, supply chain and store operations. During 2025, our merchandising function continued to navigate a highly complex and challenging landscape, improving the key areas of strategic sourcing, assortment and pricing and promotions. Our supply chain function consolidated distribution centers and rolled out new market hubs ahead of our expected timeline and is focusing on improving distribution center productivity and optimizing transportation. Our store operations team launched a new store operating model, focusing on efficient allocation of resources and reducing time to serve, as well as growing professional sales. The amount of compensation realized by our executives heavily depends on our performance. For 2025, our short-term incentive program measured performance against comparable store sales and adjusted operating income, as well as against individual objectives tied to our strategic plan that accounted for 10% of target earning opportunity. Based on our strong annual results and individual performances, our named executive officers are each receiving payouts of ~97% of target. These results follow short-term incentive payouts of only 10% in 2024 and 0% in 2023 and mark the delivery of meaningful financial progress from execution on the fundamentals of the Company's strategic plan. Based on relative Total Shareholder Return performance from 2023 - 2025, performance shares granted in 2023 paid out at 0% and therefore did not vest in March 2026. This marks the third consecutive year of zero payout for our long-term incentive program. While our compensation program aims to provide meaningful long-term incentive opportunity and competitive overall pay to attract and retain talent, ultimately the Company's performance has not been strong enough compared to peers in recent years to merit a payout under this portion of the program. The following table highlights the close pay-for-performance alignment of our programs over the past several years. Long-term incentives paid out for the 2020 - 2022 performance period following record performance at the Company, but they have not paid out since. Short-term incentives have been tailored to robust near-term business objectives and appropriately varied with the Company's performance over the past several years. Performance Year(s) Ended: 2022 2023 2024 2025 STI Payout: 38% 0% 10% 97% LTI Payout: 123% 0% 0% 0% Shareholder Support of Executive Compensation Program We evaluate our pay practices and executive compensation program annually. We value the feedback of our stockholders, and in addition to considering the prior year's say-on-pay voting results, we proactively engage in outreach with many of our stockholders to solicit their input on a wide range of topics, including executive compensation. We consider any feedback provided by our stockholders, including the prior year's say-on-pay results and the advice of our compensation consultant with respect to current peer practices, broader market trends and best practices as we determine how to best incentivize and reward executive performance. At our 2025 Annual Meeting of Shareholders, 82.2% of the votes cast approved our executive compensation program. While still reflecting strong support of the Company's executive compensation program, the support level was lower than prior years. The Company regularly proactively engages with shareholders on governance and compensation topics. In 2025, the Company reached out to 41% of its shareholders and held such engagement discussions with 37% of its shareholders. These discussions revealed that a significant portion of the decline in say-on-pay support was attributable to perceived underperformance of the Company relative to its most direct competitors, and was not attributable to shareholder objections with the overall design of, or particular attributes of, the executive compensation program. Particularly considering the results of the shareholder engagement conversations, the Compensation Committee considered the outcome of that advisory vote to reflect continued strong approval of the Compensation Committee's approach to compensation policies and decisions. 2025 Named Executive Officers This "Compensation Discussion and Analysis" section describes how we compensate our executive officers and specific compensatory decisions and outcomes for 2025. Our named executive officers (or "NEOs") for 2025 were: Shane M. O'Kelly President, Chief Executive Officer Ryan P. Grimsland Executive Vice President, Chief Financial Officer Bruce M. Starnes, III Executive Vice President, Chief Merchant Kristen L. Soler Executive Vice President, Chief Human Resources Officer Jeffrey R. Vining Executive Vice President, General Counsel and Corporate Secretary Herman L. Word, Jr. Former Executive Vice President, Professional and Carquest Independents Shweta Bhatia Former Executive Vice President, Chief Technology Officer Overview of Executive Compensation Program We have designed our executive compensation program to accomplish the following: Competitive total target direct pay to retain key executive talent; Achievement of short-term operational objectives of our business; Creation of long-term shareholder value; and Alignment between pay and performance. Our executive compensation program comprises of three principal elements: base pay, short-term incentive compensation ("STI") and long-term incentive compensation ("LTI") that support the achievement of these goals. The following table provides an overview of each element of our executive compensation program. Fixed Compensation Variable Compensation Element Base Pay STI LTI Key Characteristics Cash salary Annual cash incentive: 90% key financial metrics 10% individual objectives (through 2025) Three-year equity incentive: 50% performance-based restricted stock units ("PSUs") 50% time-based restricted stock units ("RSUs") Why We Use It Provide competitive pay versus market Link pay to performance by aligning the achievement of short-term operational objectives of our business to annual compensation Link the largest portion of executive compensation to the creation of longterm shareholder value and promote retention of key talent How We Set It Scope and complexity of role Market data Individual contributions to business outcomes Internal pay equity based on talent retention and succession planning Individual Opportunity Levels: Based on job grade and target opportunity informed by market data Plan Metrics and Targets: Metrics aligned to business priorities including measures for profitability (adjusted operating income, weighted 45%) and sales (comparable store sales, weighted 45%) Individual objectives for each executive aligned to functional strategic focus and weighted 10% (through 2025) Individual Opportunity Levels: Scope and complexity of role Market data Individual contributions to business outcomes Talent retention and succession planning Plan Metrics and Targets: For prior plan years (through 2026 performance): Single metric to incentivize delivery of strong relative total shareholder return ("rTSR") - For 2025 award (for 2025 - 2027 performance): Metrics aligned to longterm measures of success for shareholders (50% three-year average comparable store sales; 50% fiscal 2027 Adj. EPS) Modifier for results (+/-up to 25%) for three-year rTSR performance against the S&P 1500 Specialty Retail Index How It Pays Out Bi-weekly in cash according to our regular payroll procedures Annual cash payout based on the achievement of performance metrics PSUs : Three-year cliff vesting of common shares based on three-year achievement of performance metrics RSUs : Three-year ratable vesting of common shares Link to Company Performance and Shareholder Value Retention and attraction of top talent capable of developing, executing and leading our business strategy Directly aligns to, and varies with, company annual performance levels Aligns interests with those of shareholders and drives long-term focus and retention ‌Components of Compensation Principles . Base salary is an integral part of our executive compensation program designed to provide a competitive, fixed rate of compensation. Base salary is paid in cash administered based on our regular payroll practices. Methodology . The key factors considered when determining an executive's base salary are the scope and complexity of the role, competitiveness with the market, individual contributions to business outcomes and talent retention. 2025 Decisions & Rationale . The table below shows and explains the annual adjustments made to base salaries for our NEOs for 2025. In general, salaries are only adjusted based on needs for market competitiveness, expansion of responsibilities, or, in rare instances, consideration of exceptional performance in role. While the Company does not benchmark executive compensation or its components to any particular level, it would consider placement beyond 20% of the median base salary to be relevant in evaluating competitive positioning. In 2025, the Committee made adjustments to base salary for two executives, as further described below: NEO 2024 Base Salary 2025 Base Salary Change (%) Principal Rationale for Adjustment Shane M. O'Kelly $1,125,000 $1,125,000 0.0% Ryan M. Grimsland $675,000 $725,000 7.4% The Committee considered the market competitiveness of Mr. Grimsland's base pay and the extraordinary leadership contributions and performance of Mr. Grimsland during 2024, particularly throughout the Worldpac sales performance. Following the salary adjustment, Mr. Grimsland's base salary was within ~4% of the median CFO base salary of the Company's peer group. Bruce M. Starnes, III $600,000 $600,000 0.0% Kristen L. Soler $525,000 $575,000 9.5% The Committee primarily considered the market competitiveness of Ms. Soler's base pay, but also considered Ms. Soler's tenure in role and strong 2024 performance, particularly related to hiring key leaders and improvement in field turnover. Following the salary adjustment, Ms. Soler's base salary was within ~5% of the median CHRO base salary of the Company's peer group. Jeffrey R. Vining N/A $490,000 N/A Herman L. Word, Jr. $600,000 $600,000 0.0% Shweta Bhatia N/A $585,000 N/A Short-Term Incentive Compensation Principles . We provide opportunity to earn STI to align the achievement of short-term operational objectives of our business to annual compensation and provide competitive overall compensation. We tie performance measures for our STI program closely to key annual targeted deliverables. STI is paid annually in cash based on achievement of the pre-determined metrics. 2025 Design & Methodology . We made modest design changes to our STI program for 2025, including moving from "Operating Income" to "Adjusted Operating Income" as a metric, re-weighting our two financial metrics (to be evenly weighted), and adjusting the payout curves, each as more fully described below. Overall Program Design . The program consists of two pre-established financial metrics ("Adjusted Operating Income," weighted at 45%, and "Comparable Store Sales," weighted at 45%) coupled with an individual performance component (weighted at 10%). Following discussion with F.W. Cook and management, the Compensation Committee determined that Adjusted Operating Income and Comparable Store Sales were the most appropriate measures of achievement of our operational goals for 2025. The change to "Adjusted Operating Income" from "Operating Income" was designed to utilize the measure that management believes more closely reflects the underlying performance of the business and against which it expects the external market to value its performance. For 2025, both financial metrics were evenly weighted to reflect equal emphasis on sales and profitability. Payout curves were re-designed to provide substantial upside earning potential for performance that exceeded targets, while ensuring rigorous targets and minimal variability around target performance levels. Metric Rationale Adjusted Operating Income (45%) Adjusted operating income is a key profitability measure for our business and adjusts for items not reflective of the Company's base operations to help better gauge business performance. Through this metric, we seek to incentivize and reward short-term performance that contributes to long-term, sustainable improvements in the profitability of our business. Comparable Store Sales (45%) As an aftermarket automotive retailer, a key measure of our performance is how much revenue our stores generate on a comparable, year-over-year basis. One of our key long-term strategic initiatives is to improve sales and profitability per store, and focusing annually on delivering positive comparable store sales is an important contributor to that initiative. Individual Objectives (10%) By tying a portion of our executives' compensation to the achievement of strategic outcomes in the functional areas they oversee, we seek to motivate focus and delivery of department goals over a short-term period. Year-Over-Year Changes in Plan Design Change from 2024 to 2025 Program Rationale Metric Selection: Updated "Operating Income" to "Adjusted Operating Income" This change helps our profitability metric more accurately measure underlying financial performance of the business by adjusting for certain items not reflective of the Company's base business. Metric Weightings: Adjusted Operating Income (from 65% to 45%); and Comparable Store Sales (from 25% to 45%) Evenly weighting both the profitability and sales financial metrics helps demonstrate the importance of strong performance against both sales and profitability targets. Payout Curves: Adjustments to Promote Minimal Variability Around Target Performance Levels and Provide Motivating Upside Earning Potential for Truly Extraordinary Performance Promoting consistency of outcome around target performance levels while motivating executives to drive performance higher than targets, as further described below under "-Determination of Targets," helps engage and motivate talent. Our named executive officers who received STI payouts for 2025 had individual performance objectives with respect to the following: Ryan Grimsland: Continued improved performance of financial reporting and internal control environment; strengthening of the Company's overall financial and liquidity position to support the turnaround Bruce Starnes: Merchandising cost-out targets; improved processes with respect to merchandising and assortment Kristen Soler: Further reduction in frontline turnover; enhancements to training programs; revitalized culture strategy Jeffrey Vining: Re-aligning legal talent and focus to directly support work in the Company's strategic pillars; improved commercial and contracting processes to support business goals Determination of Targets . In general, we seek to align STI target levels to our targeted annual performance levels. We believe this methodology focuses our team, including our executive officers, on delivering against our annual commitments and directly aligns their short-term, at-risk compensation to the performance of our business objectives. Using the target achievement levels as an anchor, the Compensation Committee then set maximum achievement levels as stretch goals that would require exceptional performance to payout and threshold achievement levels that would still encourage strong execution but would appropriately reflect risks to full achievement of 2025 targets. In 2025, the Compensation Committee decided to continue using payout curves that would minimize payout variability around the target performance level. It introduced a new maximum payout range of 300% for performance that extraordinarily exceeded targeted results to help further focus and motivate performance. All payout curves required any payout above target to significantly exceed prior year performance. For all metrics, threshold payout required greater than prior year performance (Adjusted Operating Income required a 24% improvement to 2024 performance to achieve threshold payout, and Comparable Store Sales required a 70-basis point improvement to 2024 performance and at least flat growth to achieve threshold payout). Adjusted Operating Income Comparable Store Sales 2024 Actual Results $35.0 million (0.7%) 2025 STI Target $214.0 million 1.0% Rationale Plan to deliver significantly higher adjusted operating income than prior year performance. Emphasize the importance of returning to positive growth and set a rigorous target based on prior performance results. Target STI compensation for each of our NEOs was 85% of base salary, other than for Mr. O'Kelly, who had a target of 150% of his base salary. 2025 Potential v. Actual STI Payouts Metric Weight Threshold Low Range Target Exceeding High Range Maximum Payout $216 Adjusted Operating Income 45% $171 $193 $214 $235 $257 $342 Associated Payout % 35% 90% 100% 125% 200% 300% 102% 0.8% Comparable Store Sales 45% -% 0.5% 1.0% 2.0% 3.5% 4.5% Associated Payout % 40% 80% 100% 120% 200% 300% 92% Individual Performance Component . Each NEO eligible for 2025 STI payout had pre-determined individual performance objectives that aligned with key business goals for their respective departments for 2025. Except with respect to his own objectives, the CEO evaluated performance against each objective and made a recommendation to the Compensation Committee, who reviewed and approved determination of achievement, based on simplified payout curve of 50% payout for partial achievement, 100% payout for target achievement and 150% payout for above-target achievement. Each of the named executive officers achieved their respective individual performance objectives at target for 2025. Long-Term Incentive Compensation Principles . LTI is intended to align the interests of our leadership, including our executive officers, with those of our shareholders. It is an important part of providing competitive overall compensation to our executives, promotes retention and helps balance focus between the shorter-term execution of operational priorities with longer-term objectives. 2025 Design & Methodology . For our 2025 LTI program, we updated the award vehicles and the structure and performance metrics of our PSUs. We removed the inclusion of options as a vehicle, weighting both PSUs and RSUs at 50% of target awards. For 2025 PSU awards, we shifted performance measurement to two more internally focused metrics: fiscal 2027 adjusted earnings per share and three-year average comparable store sales, with a modifier to payout based on rTSR to the S&P Specialty Retail 1500 Index, all as more fully described below. Overall Program Design . LTI is awarded to executives annually with a three-year performance/vesting period, with the target value awarded divided as shown below and vesting generally subject to continued employment. 50% of our annual LTI awards to executives are issued in PSUs, whose value depends on the Company's achievement of long-term performance goals as described more fully below. % of Target Award Vehicle Vesting Rationale 50% PSUs If at all, at the end of a three-year performance period based on achievement against: Three-year average comparable store sales(50%) Fiscal 2027 Adjusted EPS (50%) In reviewing peer benchmarking on plan design, the Committee decided to move back to a multi-metric design for long-term performance incentive. In selecting the new metrics, the Committee sought to align the long-term performance goals with successful execution of the Company's strategy while also ensuring that metrics are appropriately diversified between short-term and long-term incentive plans. The number of shares vesting at the end of the performance period will be modified +/- up to 25% based on rTSR performance against the S&P Specialty Retail 1500 Index. Following redesign, the Committee believes that a substantial portion of executive compensation is entirely dependent upon delivery of the Company's key long-term performance goals. In addition, by keeping a performance modifier for relative total shareholder return, payouts will be enhanced or moderated based on the Company's achievement over the three-year timeframe against a relevant comparative index. One-year holding period applies post-vesting to further encourage actions that support long-term value. 50% RSUs Ratably over three years Further align the interests of our executives with those of our stockholders and retain key talent. Determination of Targets . In determining the target performance level for the PSU component of our LTI in 2025, the Compensation Committee determined target payout levels in consideration of the Company's long-term strategic goals, which contemplate improved comparable store sales performance for each year of the three-year period and strong increase in Adjusted EPS by Fiscal 2027. As with the STI program, the Compensation Committee set threshold targets substantially above current performance levels, designed payout curves to minimize variability around achievement of targets and introduced a new maximum potential payout range of up to 300% for performance that extraordinarily exceeded target levels. The rTSR modifier adjusts payouts down 25% for performance below the 25 th percentile of the group and adjusts payout up 25% (up to, but not exceeding the maximum payout level) for performance above the 75 th percentile of the group. Performance between the 25 th and 75 th percentile of the group will result in no modification to payout. Importantly, in the event that absolute total shareholder return is negative for the performance period, no positive modifier will be available, effectively capping payout at the levels determined by three-year average comparable store sales and fiscal 2027 adjusted EPS metrics. Each executive officers' annual grant is made at a target value that depends on the scope and complexity of the role, market data and individual contributions to business outcomes. Where a new executive joins the organization, one-time sign-on awards of restricted stock units are made to compensate the incoming executives for forfeited equity from their former employers. The Compensation Committee made the following determinations with respect to target LTI value for our NEOs. NEO 2024 Target LTI 2025 Target LTI Change (%) Principal Rationale for Adjustment Shane M. O'Kelly $6,500,000 $6,500,000 0.0% Ryan M. Grimsland $1,600,000 $1,600,000 0.0% Bruce M. Starnes, III N/A $1,000,000 N/A Mr. Starnes was a new hire in 2024 and his 2025 LTI target was determined pursuant to his employment agreement with the Company. Kristen L. Soler $850,000 $1,000,000 17.6% The Committee evaluated Ms. Soler's target LTI in consideration of market competitiveness, proportion of her overall target direct compensation and internal equity. Following adjustment, Ms. Soler's long-term incentive compensation target was within ~4% of the median CHRO long-term incentive target of the Company's peer group, represented ~48% of her overall target compensation and was more closely in line with other executive vice presidents in the organization, particularly considering her tenure. Jeffrey R. Vining N/A $600,000 N/A Herman L. Word, Jr. $1,250,000 $1,250,000 0.0% Shweta Bhatia N/A $900,000 N/A Concurrently with the annual LTI grants for 2025, each of Messrs. Grimsland and Starnes received an additional above-target award of $200,000 to promote retention and incentivize long-term performance. Each executive was relatively new in role at the time of the 2025 annual LTI determinations (16 months for Mr. Grimsland; 9 months for Mr. Starnes). The Committee determined that it was pre-mature to adjust their overall LTI targets but nonetheless critical to ensure pay was sufficiently competitive and incentivizing to promote retention given the paramount importance of continuity in their respective functions to achievement of near-term business objectives. These awards were granted with the same vehicle proportion as the annual LTI grants (50% PSUs, 50% RSUs). The Committee determined to re-visit the market competitiveness of each executive's LTI target the following year, at which point both would have had additional time in the role, and believed the additional grant of $200,000 would be an effective near-term means of promoting retention and further incentivizing long-term performance. 2025 Potential v. Actual LTI Payout Our awards to executive officers made in 2023 depended solely on relative total shareholder return against companies in the S&P 500. Our relative TSR for the 2023 - 2025 performance period ranked below the threshold, and therefore no shares vested for the 2023 - 2025 performance period. The following depicts potential v. actual results achieved. Importantly, as noted in the Executive Summary above, this marks the third consecutive year of zero payout for the performance-based component of LTI, which is a significant portion of our executives' overall target compensation. Metric Weight Threshold (35% payout) Target (100% payout) Maximum (200% payout) Payout RTSR 3rd percentile 100% 35th percentile 55th percentile 80th percentile 0% ‌Other Compensation and Pay Practices Employment Agreements We have employment agreements with each of our named executive officers that outline the terms of their employment with us. Each employment agreement describes the base salary, STI and LTI opportunities of the executive. Other than Mr. O'Kelly, who has an initial three-year term, and Messrs. Grimsland and Starnes, who each have an initial two-year term, each agreement is for a one-year term and automatically renews for successive one-year periods unless 90 days' advance notice is provided. Our employment agreements include confidentiality, non-competition and non-solicitation obligations for our executive officers. The agreements also outline the compensation to which they are entitled in the event of death, disability, termination by the Company for Due Cause, termination by the Company other than for Due Cause, resignation by the executive for Good Reason, resignation by the executive without Good Reason and termination following a change in control. These terms are more fully described in "-Potential Payments Upon Termination or Change in Control Table." We believe these various compensatory arrangements in the event of an executive's severance are important to enabling attraction and retention of key executive talent and promote focus on achievement of long-term strategic objectives. Other Compensation and Benefit Programs We offer limited benefits and perquisites to our NEOs that are not available to, or are available on different terms than they are available for, other team members. Executives that were new to the Company received relocation compensation, and each of Messrs. O'Kelly and Word had certain imputed income attributable to spousal travel during the year. For additional details, see "-Summary Compensation Table." Our executive officers, including our NEOs, may participate in our broadly-offered employee benefit programs, including principally our 401(k) retirement savings plan, which is available to all team members over age 21 and provides a company match on employee deferrals; our deferred compensation plan, which enables all team members who are "highly compensated employees" (as defined in such plan) to defer up to 50% of base salary and 50% of short-term incentive compensation, with settlements in cash; and our deferred stock unit plan, which enables all senior and executive vice presidents to defer up to 50% of base salary, with settlements in company stock. In addition, executive officers and other team members are eligible for certain relocation benefits to facilitate moving to the Company's headquarters. For detailed information about deferrals made by NEOs into our deferred compensation plan and our deferred stock unit plan, see "-Non-Qualified Deferred Compensation for 2025." Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and do not time the public release of such information based on stock option grant dates. Our annual grants of stock options are awarded on a predetermined date during an "open trading window." During the last completed fiscal year, we have not awarded options to any named executive officer during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. ‌Compensation Governance Roles and Responsibilities We reduce risks associated with executive compensation by employing strong governance and compensation practices. The Compensation Committee of our Board of Directors, which consists solely of independent directors, designs and oversees our executive compensation program and approves all aspects of compensation for each of our executives. None of our executives, including the CEO, participates in the discussions regarding their respective compensation. The Compensation Committee receives advice from management and from an independent consultant, F.W. Cook, in performing this work. Our stockholders approve any equity-based plans for our executives, provide feedback on our practices and vote annually on our executive compensation program. Management Develop business plans and strategy, which are then integrated into incentive plan design and used to establish performance goals CEO: determine other executive officers' objectives and review their performance Make recommendations with respect to executive officer compensation, incentive plan design and performance measures Stockholders Vote annually on our executive compensation framework and practices Provide feedback to management on executive compensation through shareholder outreach F.W. Cook Provide independent, expert advice regarding executive compensation matters directly to the Compensation Committee Analyze and make recommendations regarding the Company's peer group Provide competitive market data Assist with design of incentive plans and evaluation of pay practices, including associated risks

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