AutoZone 2010 Annual Report Download - page 16

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Executive Officer of the Federated Group, a leading private label supplier to the retail grocery and
foodservice industries from 2002 to 2005. From 2000 to 2002, he served as President of the National
Refrigerated Products Group of Dean Foods Company. He held other positions at Dean Foods Group
from 1998 to 2000. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and
strategic planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto is also a
director of Ryder System, Inc.
Experience, Skills and Qualifications: The Board believes Mr. Nieto is qualified to serve as a
director of the Company based on his expertise in brand management and marketing, including experience
managing a diverse portfolio of brands and products, as well as his knowledge of finance and operations,
his executive management experience, his owner orientation and his board experience, as well as his
integrity, energy, and willingness to spend time on and interest in AutoZone.
William C. Rhodes, III, 45, was elected Chairman in June 2007. He has been President, Chief
Executive Officer, and a director since 2005. Prior to his appointment as President and Chief Executive
Officer, Mr. Rhodes was Executive Vice President — Store Operations and Commercial. Prior to fiscal
2005, he had been Senior Vice President — Supply Chain and Information Technology since fiscal 2002,
and prior thereto had been Senior Vice President — Supply Chain since 2001. Prior to that time, he
served in various capacities within the Company, including Vice President — Stores in 2000, Senior Vice
President — Finance and Vice President — Finance in 1999 and Vice President — Operations Analysis
and Support from 1997 to 1999. Prior to 1994, Mr. Rhodes was a manager with Ernst & Young, LLP.
Mr. Rhodes is a member of the Board of Directors of Dollar General Corporation.
Experience, Skills and Qualifications: The Board believes Mr. Rhodes, AutoZone’s Chairman and
Chief Executive Officer, is qualified to serve as a director of the Company based on his 15 years’
experience with the Company, which have included responsibility for corporate strategy, executive
management, operations and supply chain; his knowledge and understanding of the automotive aftermar-
ket and retail industries; his strong financial background and his owner orientation, as well as his integrity
and energy.
Theodore W. Ullyot, 43, has been a director since 2006. He has been the Vice President and General
Counsel of Facebook, Inc. since October 2008. Previously, Mr. Ullyot was a partner in the Washing-
ton, D.C. office of Kirkland & Ellis LLP from May 2008 through October 2008. He was the Executive
Vice President and General Counsel of ESL Investments, Inc., a private investment firm, from October
2005 to April 2008. Mr. Ullyot served in the George W. Bush Administration from January 2003 to
October 2005, including as Chief of Staff at the Department of Justice and as a Deputy Assistant to the
President. Earlier in his career, he was General Counsel of AOL Time Warner Europe and a law clerk to
Supreme Court Justice Antonin Scalia.
Experience, Skills and Qualifications: The Board believes Mr. Ullyot is qualified to serve as a
director of the Company based on the breadth of his legal experience in corporate, government and
private practice; his experience in dealing with complex legal issues; his public policy background; his
experience in the Internet sector, including social media; his international experience and his owner
orientation, as well as his integrity, energy, and willingness to spend time on and interest in AutoZone.
Corporate Governance Matters
Independence
How many independent directors does AutoZone have?
Our Board of Directors has determined that eight of our current ten directors are independent: William C.
Crowley, Sue E. Gove, Earl G. Graves, Jr., Robert R. Grusky, W. Andrew McKenna, George R. Mrkonic, Jr.,
Luis P. Nieto, Jr., and Theodore W. Ullyot. All of these directors meet the independence standards of our
Corporate Governance Principles and the New York Stock Exchange listing standards.
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