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8-KAccepted Sep 9, 8:41 AM ET

Genuine Parts Co Appoints CEO‑Elect Ahead of Planned Separation

GPCGENUINE PARTS CO

Accepted (ET)

8:41 AM

Sep 9, 2026

Filed

Sep 9, 2026

Documents

14

Size

224.6 KB

Summary

Genuine Parts Co Appoints CEO‑Elect Ahead of Planned Separation

Updated

What Happened

  • Genuine Parts Company (GPC) announced on Sept. 9, 2026 (effective Sept. 8, 2026) that Board member Court Carruthers (age 54) has been named Chief Executive Officer‑Elect and will become CEO upon the closing of the company’s planned separation of its Global Automotive and Global Industrial businesses. Will Stengel will remain Chairman and CEO until the separation closes.
  • The company also promoted Bert Nappier (currently Executive VP & CFO) to Chief Operating Officer effective Sept. 6, 2026, and named James Howe President and Chief Operating Officer of Motion, also effective Sept. 6, 2026. The company issued a press release and scheduled investor days for Dec. 8 (Global Automotive) and Dec. 9 (Global Industrial), 2026.

Key Details

  • Court Carruthers compensation while CEO‑Elect: $1,000,000 base salary; 2026 bonus target 150% of base (pro‑rated one‑third); 2026 equity grant = two‑thirds of $6,000,000 target (mix of PRSUs and RSUs). Two sign‑on RSU grants ($4,000,000 each) to vest 100% on the third anniversary of each grant.
  • Upon becoming CEO at closing: base salary increases to $1,200,000; bonus target remains 150%; long‑term incentive target increases to $7,200,000 (expected RSU/PRSU mix).
  • Severance and change‑in‑control agreements were executed effective Sept. 8, 2026; the severance agreement includes an added “Good Reason” trigger if the Separation is not consummated (the Separation itself is not treated as a triggering event).
  • Nappier’s new comp: base salary $800,000 and 2026 bonus target 100% (pro‑rated); 2027 long‑term incentive target $2,500,000. Howe’s new comp: base salary $750,000, 2026 bonus target 100% (pro‑rated); 2027 long‑term incentive target $2,300,000.

Why It Matters

  • This 8‑K details a planned leadership transition timed to GPC’s announced separation into two public companies—investors should note who will lead the post‑separation businesses and the compensation commitments tied to that transition.
  • Large sign‑on equity grants and increased long‑term incentive targets for incoming and promoted executives may affect future share‑based compensation expense and dilution; the severance/change‑in‑control terms clarify protections for the new CEO while excluding the Separation itself as a triggering event.
  • The announced investor days (Dec. 8–9, 2026) provide opportunities for investors to hear more on strategy, financial plans and the timeline for the Separation.

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