Napa Auto Parts 2010 Annual Report Download - page 29

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Table of Contents

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Executive officers of the Company are elected by the Board of Directors and each serves at the pleasure of the Board of Directors
until his successor has been elected and qualified, or until his earlier death, resignation, removal, retirement or disqualification. The
current executive officers of the Company are:
Thomas C. Gallagher, age 63, has been President of the Company since 1990, Chief Executive Officer since August 2004
and Chairman of the Board since February 2005. Mr. Gallagher served as Chief Operating Officer of the Company from 1990 until
August 2004.
Jerry W. Nix, age 65, was appointed as a director of the Company and elected Vice-Chairman by the Board of Directors in
November 2005. He is Executive Vice President-Finance and Chief Financial Officer of the Company, a position he has held since
2000. Previously, Mr. Nix held the position of Senior Vice President-Finance from 1990 to 2000.
Robert J. Susor, age 65, has been the Executive Vice President of the Company since 2003. Mr. Susor previously served as
Senior Vice President-Market Development from 1991 to 2003. Mr. Susor will be retiring as of April 30, 2011.
Paul D. Donahue, age 54, was appointed President of the Automotive Parts Group in July 2009 and is also Executive Vice
President of the Company, a position he has held since August 2007. Previously, Mr. Donahue was President and Chief Operating
Officer of S.P. Richards Company from 2004 to 2007 and was Executive Vice President — Sales and Marketing in 2003, the year he
joined the Company.
Bruce Clayton, age 64, has been the Senior Vice President-Human Resources at the Company since November 2004.
Previously, Mr. Clayton held the position of Vice President-Risk Management and Employee Services from June 2000 to November
2004.
Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate
Governance — Code of Conduct and Ethics”, under the heading “Corporate Governance -Board Committees — Audit Committee”, under
the heading “Corporate Governance — Director Nominating Process” and under the heading “Section 16(a) Beneficial Ownership
Reporting Compliance” of the Proxy Statement and is incorporated herein by reference.
 EXECUTIVE COMPENSATION.
Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding
Executive Compensation”, “2010 Grants of Plan-Based Awards”, “2010 Outstanding Equity Awards at Fiscal Year-End”, “2010 Option
Exercises and Stock Vested”, “2010 Pension Benefits”, “2010 Nonqualified Deferred Compensation”, “Post Termination Payments and
Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee
Interlocks and Insider Participation” and “Director Compensation” of the Proxy Statement and is incorporated herein by reference.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
Certain information required by this item is set forth below. Additional information required by this item is set forth under the
headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of the Proxy Statement and is
incorporated herein by reference.
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