Napa Auto Parts 2015 Annual Report Download - page 37

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PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
EXECUTIVE OFFICERS OF THE COMPANY.
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 or her successor has been elected and qualified, or until his or her earlier death,
resignation, removal, retirement or disqualification. The current executive officers of the Company are:
Thomas C. Gallagher, age 68, has been Chief Executive Officer since August 2004 and Chairman of
the Board since February 2005. Mr. Gallagher served as President of the Company from 1990 until January
2012 and Chief Operating Officer of the Company from 1990 until August 2004.
Paul D. Donahue, age 59, a director of the Company since April 2012, was appointed President of the
Company in January 2012, and served as President of the Company’s U.S. Automotive Parts Group from
July 2009 to February 1, 2016. Mr. Donahue served as Executive Vice President of the Company from
August 2007 until his appointment as President in 2012. 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.
Carol B. Yancey, age 52, has been Executive Vice President and Chief Financial Officer of the Com-
pany since March 2013, and also held the additional title of Corporate Secretary of the Company up to
February 2015. Ms. Yancey was Senior Vice President — Finance and Corporate Secretary from 2005 until
her appointment as Executive Vice President — Finance in November 2012. Previously, Ms. Yancey was
named Vice President of the Company in 1999 and Corporate Secretary in 1995.
James R. Neill, age 54, was appointed Senior Vice President of Human Resources of the Company in
April 2014. Mr. Neill was Senior Vice President of Employee Development and HR Services from April
2013 until his appointment as Senior Vice President of Human Resources of the Company. Previously,
Mr. Neill served as the Senior Vice President of Human Resources at Motion Industries from 2008 to 2013.
Mr. Neill was Vice President of Human Resources at Motion from 2006 to 2007.
Timothy P. Breen, age 55, was appointed President and Chief Executive Officer of Motion Industries in
November 2014. Mr. Breen was President and Chief Operating Officer from 2013 until his appointment as
President and Chief Executive Officer. Previously, Mr. Breen was the Executive Vice President and Chief
Operating Officer from 2012 to 2013. Mr. Breen was the Senior Vice President of Motion’s U.S. Operations
from 2011 to 2012 and was Senior Vice President and Group Executive from 2008 to 2011. Mr. Breen
served as Vice President of Motion Industries from 2000 to 2008.
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.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is set forth under the headings “Executive Compensation”, “Additional
Information Regarding Executive Compensation”, “2015 Grants of Plan-Based Awards”, “2015 Outstanding
Equity Awards at Fiscal Year-End”, “2015 Option Exercises and Stock Vested”, “2015 Pension Benefits”, “2015
Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating
and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and
Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by
reference.
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