GENUINE PARTS CO GPC

35% shingled-prose overlap between the two filings.

2025: 89,703 chars · 2026: 84,921 chars

• Committee Report:34% overlap (5,997 → 6,000 chars)
• Pay Ratio (Item 402(u)):43% overlap (2,666 → 2,045 chars)
• Say-on-Pay proposal:81% overlap (4,554 → 4,369 chars)

• changedLater in this proxy statement under the heading “Additional Information Regarding Executive Compensation” is a series of tables containing specific information about the compensation earned or paid in 2025 2024to the following individuals, who are referred to as our “named executive officers” or “NEOs”:
• newStengel, IIChair-Elect & Chief Executive OfficerBert Nappier,Executive Vice President & Chief Financial OfficerNaveen Krishna, Executive Vice President & Chief Information & Digital OfficerAlain Masse,President, North America AutomotiveJames Howe, President, Motion
• new2025 In Brief
• changedDuring 2025, 2024,the Compensation and Human Capital Committee (the “Committee”) took actions consistent with our pay-for-performance program in order for actual compensation earned by executives to reflect the performance of the Company.
• changedHighlights of our performance for 2025 2024are as follows:
• changed• Net Tradesales of $24.3 $23.6billion, up 3.5% down3.4%from prior year, and 100% 98%of our annual incentive target.
• changed•Adjusted EBITDA of $2,005,602 $2.0billionwhich was 95% 88%of our annual incentive target.
• changed•The working capital goal for 2025 2024was achieved.
• new•The Company's one-year total shareholder return in 2025 was approximately 9%, which is slightly below its long-term shareholder return target of 10-13%.
• newThe Company remains focused on the execution of its ongoing growth and productivity initiatives which are designed to increase shareholder value.
• newIn 2025, the Company continued its disciplined approach to capital allocation with $470 million invested in capital expenditures to modernize supply chains and enhance technology capabilities, accompanied by $318 million in strategic acquisitions, while also returning $564 million in capital to shareholders through the Company's dividend.
• changedAnnualIncentive Plan Payouts
• newAs a result of the above and other performance results, 2025 incentive payouts were below target (except for Mr. Howe, whose incentive payout was slightly above target).
• changed• Payouts of 2025 2024annual incentive awards for Messrs.
• newStengel, Nappier and Krishna were 96% of the total target.
• new• Payout of Mr. Masse's annual incentive award was prorated to reflect the time in each role he held in 2025.
• newFor January - July when Mr. Masse served as President, UAP, the payout was 86% of his target amount.
• newFor August - December, when he served as President, North America Automotive, the payout was 83% of his target amount.
• changed• Payout of Mr. Howe's 2025 Breaux's2024annual incentive award was 103% 77%of the total target amount.
• changed2026 2025Proxy Statement 22
• new•The performance-based restricted stock units granted in 2023, which are earned based on achievement of a cumulative three-year Adjusted EBITDA target (weighted at 85%) and a three-year average Return on Invested Capital (ROIC) target (weighted at 15%) were earned at 42% for each NEO.
• newEarned units will vest and be settled in shares of common stock on May 1, 2026.
• new2025 Pay Opportunities
• changedIn early 2025, 2024,the Committee evaluated the base salaries and target compensation opportunities of the executive officers as a group relative to the size-adjusted 50th percentile of market data.
• newBased on this review, the Committee approved base salary increases of 2.5% for all named executive officers, except Mr. Howe, who received an adjustment of 15% to his base salary to bring his compensation closer to market median.
• newMr. Howe received an additional 15% adjustment to his base salary effective August 18, 2025 to recognize exceptional performance and to continue to bring his compensation closer to market median.
• newEffective August 1, 2025, to recognize increased responsibilities in connection with his new role as President, North America Automotive, as well as a shift from Canadian market compensation standards to those aligned with the U.S. market, Mr. Masse received a base salary increase of 60%, along with an increase in his annual bonus target to 90% of his base salary.
• changedAnnual long-term incentive awards were granted to our executive officers in the form of Performance Restricted Stock Units (“PRSUs”) and Restricted Stock Units (“RSUs”).
• changed•Payouts for PRSUs granted in 2025 2024are based on achievement of a cumulative three-year Adjusted EBITDA target and a three-year average Return on Invested Capital (ROIC) target and have a three-year cliff vesting period.
• newIn addition to our annual grants of PRSUs and RSUs described above, additional retention RSUs were granted to our executive officers on September 4, 2025 upon the recommendation of the Committee following consultation with the Committee's compensation Consultant, Meridian, and in connection with the Company's announcement regarding the continuation of its review of operational and strategic value creation initiatives.
• newThe retention RSUs cliff vest on the third anniversary of the grant date, September 4, 2028.
• changed• We evaluate the competitiveness of target pay opportunities for base salary, target bonus and long-term incentives and total direct compensation asagrouprelative to the size-adjusted 50th percentile of the market data.
• changed• Our long-term incentives have meaningful vesting requirements, with RSUs vesting annually over a three-year period and PRSUs vesting based on achievement of performance goals following overa three-year performance period.
• changed• A high percentage of our CEO's CEOand other NEO's compensation is performance-based and/or tied to stock price.
• changed• Meaningful stock ownership guidelines thatalign our executive officers' long-term interests with those of our shareholders.
• changed• A right Anabilityto clawback incentive-based awards under the Company's clawback policy.
• changed• WehaveNo tax gross-ups for perquisites or benefits other than relocation.
• new• No re-pricing of long-term incentive awards.
• changed• We pay dividend equivalents on performance-based restricted stock units only to the same extent and at the same time such units are earned through performance.
• changed• WehaveinstitutedAnti-hedging and anti-pledging policies.
• changed• OurChange-in-control agreements and withthenamedexecutive severance agreements officersdo not provide for any excise tax gross ups.
• changedAt the 2025 2024Annual Meeting of Shareholders, approximately 94% 92%of the shares present and entitled to vote were cast in support of the compensation of the Company’s named executive officers.
• changedThe Board and the Committee considered the strong shareholder support of the compensation paid to our named executive officers evidenced by the results of this advisory vote, and anticipate maintaining the core structure of our executive compensation program for 2026. 2025.
• changed2026 2025Proxy Statement 23
• changedOur compensation decisions with respect to executive officer salaries and salaries,short-term and long-term incentive compensation opportunities are influenced by (a) the executive’s level of responsibility and function within the Company, (b) the overall performance and profitability of the Company, (c) our assessment of the competitive marketplace, including other peer companies, and (d) the economic environment.
• changed2025 2024Variable versus Fixed Compensation
• changedThe following charts show the allocation of the current CEO's and other NEOs' 2025 2024base salary and target short-term and long-term incentive compensation opportunities (including retention compensation) between fixed and performance-based compensation (at thetarget levels).
• changed2025 2024Short-Term versus Long-Term Incentive Compensation:
• changedThe following table reflects each NEO's annual short-term and long-term incentive compensation opportunities (at target) (eachatthetargetlevel)as a percentage of each NEO's base salary.
• newNameShort-Term Incentive Opportunity Long-Term Incentive OpportunityStengel150%950%Nappier90%495%Krishna 80%466%Masse(1)81%495%Howe(2)87%439%
• new(1) Mr. Masse's target short-term incentive opportunity was 75% of base salary, prorated for the time in his role as President UAP from January through July and 90% of base salary, prorated for the time in his role as President, North America Automotive, from August through December.
• newMr. Masse's long-term incentive target value was also increased in connection with his promotion to President, North America Automotive.
• new(2) Mr. Howe's target short-term incentive opportunity was 85% of base salary, prorated from January through August 17 and 90% of base salary, prorated from August 18 through December.
• changed2026 2025Proxy Statement 24
• newIn addition to the annual long-term incentive opportunity set forth above, each NEO also received a grant of retention RSUs with a grant date value of $3 million for Mr. Stengel and $1.5 million for each other NEO, each subject to a three-year cliff vesting period.
• newThese retention grants were provided to retain key executive talent and ensure continuity of the Company's businesses during periods of potentially significant organizational changes.
• changedPay ElementWhat the Pay Element isDesigned to RewardObjective of the PayElementWhy We Choose to PayEach ElementBase SalaryCore competence in the executive role relative to skills, experience and contributions to the CompanyProvide fixed compensation based on competitive market practiceProvide a standard element of competitive market payAnnual Cash IncentiveContributions toward the Company’s achievement of specified Adjusted EBITDA, net tradesales and working capital goalsProvide annual performance-based cash based on meeting critical annual goals that lead to our long-term successMotivate achievement of critical annual performance goalsLong-TermIncentivesPerformance Restricted Stock Units (PRSUs):• Adjusted Earnings per Share EBITDAand ROIC performance determine the number of PRSUs that are earned• Focus on the Company’s total share stockprice and dividend return to shareholders• performance•Continued employment with the Company during the three-year performance and vesting periodRestricted Stock Units (RSUs):• Focus on the Company’s total share stockprice and dividend return to shareholders• performance•Continued employment with the Company during a three- year graded vesting period The combination of RSUs and PRSUs provides a blended long-term focus on: • Sustained stock price performance • Achievement of Adjusted Earnings per Share EBITDAand ROIC targets • Executive ownership of our stock • Executive retention in a challenging business environment and competitive labor marketAlign executives’ interests with those of shareholders and enhance their retentionRetention IncentivesRestricted Stock Units (RSUs): • Focus on the Company's total share price and dividend return to shareholders • Continued employment with the Company during a three-year cliff vesting period Retain executives during the entire three-year cliff vesting periodAlign executives' interests with those of shareholders and enhance their retentionRetirement BenefitsPlans are described in detail later in this proxy statement under the heading “Additional Information Regarding Executive Compensation”Executives are eligible to participate in employee benefit plans available to all employees as well as: • Tax Deferred Savings Plan: Rewards saving for retirement • Supplemental Retirement Plan (SRP): Provides executive retirement benefits and rewards executives for continued employment • Tax Deferred Savings Plan: Provide a voluntary tax-deferred retirement savings vehicle for our executive officers • SRP: Provide additional non-qualified retirement benefits for our executive officersProvide an opportunity for executives to receive additional non-qualified retirement benefits without the impact of limitations on compensation and contributions applicable to qualified retirement plans under the IRS Code
• changed2026 2025Proxy Statement 25
• changedPay ElementWhat the Pay Element isDesigned to RewardObjective of the PayElementWhy We Choose to PayEach ElementWelfare Benefits• Executives participate in medical, health, life insurance and disability plans generally available to our employees • Continuation of welfare benefits may occur as part of severance upon certain terminations of employmentProvide health and welfare benefits to our employees that are competitive within the marketplaceThese benefits are part of our broad-based total rewards programAdditional Benefits and Perquisites• CEO: Corporate aircraft usage for business and personal travel • CEO: Selected club membership• membership•NEOs: Tax and financial planning services None of the items have a tax reimbursement provisionAccommodate health, security, availability and efficiency concerns Facilitate the CEO’s role as a Company representative in the community Reduce the amount of time and attention that our executives must spend on personal tax and financial planningAllows our executives to focus on their responsibilities to GPC and maximize the financial reward of the compensation we provideChange in Control and Termination BenefitsContinued employment in the event of an actual or threatened change in control.
• changedNo excise tax gross-ups are providedRetain executives and provide continuity of management in the event of an actual or threatened change in controlMaintain a stable executive organization in the face of the uncertainty of an actual or threatened change in controlSeverance BenefitsContinued employment during periods of potentially significant organizational changes or other important times when an officer's continued employment with the Company may be uncertainRetain executives and provide continuity during periods of potentially significant organizational changes or other important times when an officer's continued employment with the Company may be uncertainMaintain a stable executive organization outside of an actual or threatened change in control
• changedWe believe that this combination of programs provides an appropriate mix of fixed and variable pay, balances incentives for short-term operational performance and alignment with long-term shareholder value creation, and encourages executive recruitment and retention.
• changedWe refer to adjusted EBITDA, adjusted Earnings per Share (“EPS”) EBITDAand return on invested capital (“ROIC”), which are non-GAAP financial measures, throughout this proxy statement because payouts under our annual incentive plan and long-term equity based incentives are based on achievement of performance goals related to these key financial metrics.
• newAdjusted Earnings per Share (“EPS”) means GAAP diluted earnings per share with adjustments as approved by the Compensation and Human Capital Committee of the Board of Directors.
• changed2026 2025Proxy Statement 26
• new2025 Compensation
• changedFor 2025, 2024,with the assistance of the Committee’s compensation consultant, Meridian, we reviewed and analyzed competitive market data to be used as background for 2025 2024pay decisions and to obtain a general understanding of current compensation practices.
• changedFor 2025, 2024,the Comparison Group included companies from industry segments in which we compete: automotive parts, industrial parts, and specialty retail.
• changedThe Comparison Group companies used in 2025 2024are shown below.
• changedWhile the companies are either larger or smaller than us, Meridian size-adjusts usedvariousstatisticaltechniquestosize-adjustthe data to our revenue size.
• changedIn late 2024 2023Meridian performed an in-depth review of our Comparison Group, including a review of the industries included and the revenues and margins of potential companies.
• newFollowing this review, there were no changes to the Comparison Group for 2025.
• new2025 Base Salary
• changedOur base salary levels reflect a combination of factors, including our compensation philosophy thepayposturediscussed above, the executive’s experience and tenure, our overall annual budget for both pay increases and pre-tax profit, and the executive’s individual performance and changes in responsibility.
• changedThe following table provides the aggregate base pay increases during 2025: 2024:
• newExecutive 2025 Base Salary Increase Stengel2.5%Nappier2.5%Krishna2.5%Masse(1)65.1%Howe(2)30.0%
• new(1) Effective April 1, 2025, Mr. Masse received an adjustment of 2.5% to his base salary.
• newEffective August 1, 2025, in recognition of his new role as President, North America Automotive, Mr. Masse received an additional base salary increase of 62.6%, which reflected the substantial expansion of his role and responsibilities, including transitioning from leading a Canadian automotive business unit to overseeing the entire North America
• changed2026 2025Proxy Statement 27
• newautomotive business.
• newThe increase also accounts for the shift from Canadian market compensation standards to those aligned with the U.S. market.

More changes truncated for legibility. Open the filings on SEC for full prose.