COMPENSATION OF EXECUTIVE OFFICERS
Compensation Discussion and Analysis
The Compensation Committee of our Board of Directors is responsible for
recommending to the Board of Directors compensation packages and specific compensation
levels for our executive officers and other management team members, establishing policies
and guidelines for other benefit programs and administering the award of stock options and
other stock-based incentives under our Amended and Restated O’Reilly Automotive, Inc.
2003 Incentive Plan and Amended and Restated O’Reilly Automotive, Inc. 2003
Director’s Stock Plan.
The policies and procedures of the Compensation Committee are designed to
assist our Board of Directors in its oversight of the implementation and effectiveness of
our policies and strategies regarding the investment in our biggest asset, our people.
These strategies and policies include, but are not limited to:
•
|
recruiting and retaining qualified team members;
|
|
•
|
the career development and progression of our team
members;
|
|
•
|
management succession, in conjunction with our Corporate
Governance/Nominating Committee; and
|
•
|
employment practices.
|
|
|
|
|
|
|
The main objective of our compensation philosophy is to provide our
executive officers and management with a total compensation package that is competitive and
equitable, which encourages and rewards performance based in part upon the Company's
performance in terms of increases in share value. We believe that aligning the interests of
our executives and management with those of our shareholders further promotes the success
of not only the Company, but also our team members.
Overview of Our Compensation Programs
The key elements of the compensation packages for our executive officers are
base salary, annual cash bonuses and long-term, stock-based incentives. In determining the
composition of elements in each compensation package, the Compensation Committee looks to
create a balanced reward, utilizing both market-driven influences and external compensation
benchmarks as well as current cash considerations. To ensure that the Company thrives in
the competitive working environment, the Compensation Committee consults industry
resources, references and benchmarks to determine competitive market ranges and reasonable
levels of compensation.
In reviewing the compensation packages of each of our executives and
management, the Compensation Committee tallies the corresponding dollar value of each
element of an individuals compensation, including salary, bonus, accumulated realized and
unrealized stock option gains, the dollar value to such individual and cost to the company
of all perquisites and other personal benefits, the earnings and accumulated payout
obligations under the company’s non-qualified deferred compensation program and under
several potential severance and change in control scenarios. The Company’s Human
Resources department provides the Committee with industry benchmark information and
compensation survey data. For new appointments to executive management, the Company’s
management presents compensation recommendations to the Committee for
consideration.
Base
Salary
In determining annual base salary, it is the Compensation Committee’s
goal to bring our executives and management in line with base compensation being paid by
our competitors. The Compensation Committee specifically reviews compensation information
for other publicly traded automotive aftermarket companies and compensation surveys and
data for other retailers. The Compensation Committee believes that our principal
competitors for executive management are not necessarily the same companies that would be
included in a peer group compiled for purposes of comparing shareholder returns.
Consequently, the companies that are reviewed for such compensation purposes may not be the
same as the companies comprising The Nasdaq Retail Trade Stock Price Index included in the
Annual Shareholders' Report of the Company for fiscal 2007 that accompanies this Proxy
Statement.
Bonuses
The Compensation Committee has established a bonus plan for our Chairman of
the Board, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer
based upon certain objective performance goals. Upon achievement of such performance goals,
these executive officers receive a bonus based upon a percentage of their respective base
salaries for the attainment of a defined performance goal. The Compensation Committee has
designed these performance goals to address multiple facets of financial performance,
including sales performance, operating income performance, financial returns and various
balance sheet measures. Our actual performance in each of these areas is compared to the
targets pre-determined by the Committee, in order to determine the bonus amount achieved by
each executive officer. The targets are determined by reviewing the performance of industry
peers and other comparable companies, our historical
10
performance and trends in the automotive aftermarket and retail industry.
Targets are set forth in ranges with a corresponding bonus percentage for each level of
attainment. Achievement of targets is measured individually for each target, and bonuses
are paid accordingly.
Bonuses awarded to all other senior management are based upon each
individual’s contribution, responsibility and performance during the year as well as
the attainment of certain company performance goals and are intended to provide
compensation at market levels when target performance is achieved and higher than market
levels when outstanding financial and operating results are achieved. We believe that
bonuses are an important component of total compensation and are a key component to
motivate our executives and management to achieve our near-term performance
targets.
Long-Term, Stock-Based Incentives
We offer long-term incentives for senior executives and management in the
form of stock option awards. Stock options may be awarded to our Chief Executive Officer,
our named executive officers, upper- and middle-managers, store managers and other key
personnel.
We believe that our stock option award programs are an important component
of compensation as an incentive for long-term corporate performance. The Compensation
Committee has determined that the annual grant of stock options to our Chairman of the
Board, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer is a
key component of such executive’s total compensation packages based on their duties.
The amounts of such grants are determined by the Committee annually in conjunction with
performance reviews and salary adjustments during the February Compensation Committee
meeting. In determining whether and how many stock options should be granted, the Committee
considers the responsibilities and seniority of each of the executives, as well as our
financial performance and other factors as it deems appropriate, consistent with our
compensation philosophy and policies.
In the past, the Compensation Committee has reviewed and considered using
other equity-based incentives for the long-term compensation component. After a thorough
analysis, including the use of a national consulting firm, stock options were considered
the most effective method of aligning management interests with those of
shareholders.
The Compensation Committee has also established specific awards to be
granted upon the achievement of certain defined positions of employment. These are
automatic grants that occur on the date of promotion or appointment to such positions with
an option price equal to the fair market value of the common stock underlying the option on
such date. It is our belief that these position-related grants provide additional incentive
to our executives, management and team members to set personal long-term employment goals.
In furtherance of this belief, we also have a team member stock purchase plan that enables
team members to purchase our common stock at a discount through payroll deductions and a
401(k) plan under which team members can invest in our common stock.
Other
The Company sponsors a 401(k) Profit Sharing and Savings Plan (“401(k)
Plan”) that allows team members to make plan contributions on a pre-tax basis. The
Company matches 100% of the first 2% of the team member’s compensation, and 25% of
the next 4% of the member’s compensation. Although Executive Officers are eligible to
participate in the 401(k) plan, the application of the annual limitations on contributions
under Section 401(a)(17) of the Internal Revenue Code prevents highly compensated
employees, as defined by the Internal Revenue Code, from participating at the same levels
as non highly compensated employees. The O’Reilly Automotive Deferred Compensation
Plan (“Deferred Comp Plan”) provides executives who participate in the 401(k)
Plan with the opportunity to defer up to the full 6% of covered compensation by making
contributions to the Deferred Comp Plan that are then matched by the Company as if they had
been made under the 401(k) Plan. The Deferred Comp Plan is intended solely to restore
contributions lost because of application of the annual limitations under the Internal
Revenue Code that are applicable to the 401(k) Plan. This benefit, which assists Executives
in accumulating funds for retirement, is consistent with observed competitive practices of
similarly situated companies.
It is our policy to have the compensation paid to our Chairman of the Board,
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other named
executive officers qualify as performance-based and deductible for federal income tax
purposes under Section 162(m) of the Internal Revenue Code. We have structured our
incentive plans so that bonuses and stock options are fully deductible.
11
Change in Control Agreements
The Company has entered into change in control agreements with the Executive
Officers, which become effective only upon a Change in Control. Under the agreements, a
Change in Control is deemed to occur if:
•
|
A third party becomes beneficial owner of 40% or more of the
Company’s common stock
|
|
•
|
There is a majority change in the number of directors which
causes at least two thirds of the Board of Directors to consist of new
directors that were not nominated by the Company
|
•
|
The Company engages in a merger or consolidation where the
Company would fail to hold at least 60% of the combined voting power of the
securities of the surviving entity
|
•
|
The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company
|
|
|
|
|
|
|
If upon or within six months after a Change in Control, any of the Executive
Officers with a valid change in control agreement terminates their employment for
“Good Reason” or such Executive’s employment is terminated by the Company
without “Cause” or by reason of death or disability, then the Executive will be
entitled to:
•
|
An amount equal to one times the Executive’s annual
salary
|
|
•
|
Immediate vesting and exercisability of all outstanding stock
options, restricted stock or other equity or equity-based award
|
•
|
All accrued but unpaid bonus including any unpaid annual bonus
earned in previous years and a prorated portion of current year target
bonus
|
•
|
Continuation of insurance coverage for 18 months
|
|
•
|
A gross-up payment for excise taxes
|
|
•
|
All Executive legal fees and expenses incurred in disputing the
termination of the Executive’s employment
|
|
|
|
|
|
|
|
|
Employment Arrangements with Executive Officers
The Company entered into a written employment agreement effective January 1,
1993, with David E. O'Reilly. Such agreement provides for Mr. O’Reilly to be employed
by the Company for a minimum period of three years and automatically renews for each
calendar year thereafter. As compensation for services rendered to the Company, the
agreement provides for Mr. O’Reilly to receive (i) a base annual salary adjusted
annually, and (ii) a bonus, the amount of which is determined by reference to such criteria
as may be established by the Compensation Committee.
Mr. O’Reilly’s employment may be terminated by the Company for
cause (as defined in the agreement) or without cause. If Mr. O’Reilly’s
employment is terminated for cause or if Mr. O’Reilly resigns, his salary and bonus
rights will cease on the date of such termination or resignation. If the Company terminates
Mr. O’Reilly without cause, all compensation payments will continue through the
remainder of the agreement's term. Pursuant to his agreement, Mr. O’Reilly has agreed
for so long as he is receiving payments there under to refrain from disclosing information
confidential to the Company or engaging, directly or indirectly, in any automotive parts
distribution, manufacturing or sales business in the states in which the Company operates
without prior written consent of the Company.
12
The following table shows the annual compensation paid to or earned by the
Executive Officers for the fiscal years ended December 31, 2007 and 2006:
SUMMARY COMPENSATION TABLE
|
Name And Principal Position
|
Year
|
Salary
($)
(a)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
(e)
|
Non-Equity Incentive Plan Compensation
($)
|
Change In Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
David E. O’Reilly
Chairman of the Board
|
2007
2006
|
507,902
546,525
|
--
--
|
--
--
|
466,514
496,650
|
235,000 192,917
|
--
|
29,435(f)
31,791(g)
|
1,238,851
1,267,883
|
Gregory L. Henslee
Chief Executive Officer and Co-President
|
2007
2006
|
649,120
581,433
|
--
--
|
--
--
|
295,980
137,958
|
381,875
289,375
|
--
|
29,498(f)
28,010(g)
|
1,356,473
1,036,776
|
Ted F. Wise
Chief Operating Officer and Co-President
|
2007
2006
|
525,579
492,679
|
--
--
|
--
--
|
582,885
496,650
|
249,100
192,917
|
--
|
24,559(f)
25,543(g)
|
1,382,123
1,207,789
|
Thomas G. McFall
Chief Financial Officer and Executive Vice- President of
Finance
|
2007
2006
|
243,726
114,067
|
--
--
|
6,668(b)
--
|
219,896
100,575
|
117,500
40,030
|
--
|
13,129(f)
86,801(g)
|
600,919
341,473
|
Jeff M. Shaw
Senior Vice-President of Store Operations and
Sales
|
2007
2006
|
165,519
158,137
|
--
--
|
15,680(c)
12,626(d)
|
--
--
|
29,634
36,895
|
--
|
11,564(f)
11,685(g)
|
222,397
219,343
|
(a)
|
Includes portion of salary deferred at named executive’s
election under the Company’s Profit Sharing and Saving Plan.
|
|
(b)
|
Compensation received by Mr. McFall reflects the vesting of
stock awards granted to him under the Company’s Performance Incentive
Plan (“PIP”) in 2006. All shares awarded under the PIP vest in
equal installments over a three-year period commencing on the first anniversary
of the award and are based on the achievement of certain performance
goals
|
(c)
|
Compensation received by Mr. Shaw reflects the vesting of stock
awards granted to him under the Company’s Performance Incentive Plan
(“PIP”) in 2005, 2006 and 2007. All shares awarded under the PIP
vest in equal installments over a three-year period commencing on the first
anniversary of the award and are based on the achievement of certain
performance goals.
|
(d)
|
Compensation received by Mr. Shaw reflects the vesting of stock
awards granted to him under the Company’s Performance Incentive Plan
(“PIP”) in 2004, 2005 and 2006. All shares awarded under the PIP
vest in equal installments over a three-year period commencing on the first
anniversary of the award and are based on the achievement of certain
performance goals.
|
(e)
|
Option awards granted to the named executive officers become
exercisable with respect to 25% of the covered shares one year from the date of
grant; 50% exercisable two years from the date of grant; 75% exercisable three
years from the date of grant and the remainder become exercisable four years
from the date of grant. The amounts recognized in the above table reflect the
amounts recognized as compensation expense in the Company’s Annual Report
on Form 10-K for the fiscal years ended December 31, 2006 and 2007 in
accordance with Statement of Financial Accounting Standards No. 123R,
Share-Based Payment
(“SFAS
No. 123R”). In conjunction with the provisions of SFAS 123R, the Company
amortizes compensation expense for the grant date fair value of option awards
evenly over the vesting period under the straight-line method. However, in
circumstances where the service period for an option award is nonsubstantive
because of an award’s eligibility for immediate vesting under the
retirement provisions of the plan, the Company recognizes compensation expense
evenly over the substantive service period. The awards granted to Mr.
O’Reilly and Mr. Wise in 2006 and 2007 are eligible for immediate vesting
upon their retirement provided that they provide notice of their intent to
retire one year prior to their retirement date. As such, the option award
compensation reflected in the table above for Mr. O’Reilly and Mr. Wise
reflects the amortization of the grant date fair value over a substantive
service period of one year.
|
(f)
|
Includes Company contributions of $13,920, $16,455, $12,866,
$6,821 and $5,184 to its Profit Sharing and Savings Plan and Deferred
Compensation Plan made on behalf of David O’Reilly, Gregory Henslee, Ted
Wise, Thomas McFall and Jeff Shaw, respectively.
|
(g)
|
Includes Company contributions of $15,450, $14,442, $12,671,
$154 and $5,567 to its Profit Sharing and Savings Plan and Deferred
Compensation Plan made on behalf of David O’Reilly, Gregory Henslee, Ted
Wise, Thomas McFall and Jeff Shaw, respectively. The amount reflected for
Thomas McFall also includes $83,662 in relocation expenses paid in conjunction
with his hiring and relocation to Springfield, Missouri.
|
13
The following table shows all grants of awards in 2007 to each of the
Executive Officers named in the Summary Compensation Table:
|
GRANTS OF PLAN-BASED AWARDS
|
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan
Awards
(a)
|
Estimated Future Payouts Under Equity Incentive Plan
Awards
|
All Other Stock Awards: Number of Shares of Stock or
Units
(#)
(b)
|
All Other Option Awards: Number of Securities Underlying
Options
(#)
(c)
|
Exercise or Base Price of Options Awards
($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
|
|
Threshold
($)
|
Target
($)
|
Max
($)
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
|
David E. O’Reilly
|
02/15/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
35,000
|
34.71
|
465,850
|
|
|
02/15/07
|
--
|
400,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Gregory L. Henslee
|
02/15/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
50,000
|
34.71
|
665,500
|
|
|
02/15/07
|
--
|
650,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Ted F. Wise
|
02/15/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
45,000
|
34.71
|
598,950
|
|
|
02/15/07
|
--
|
424,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Thomas G. McFall
|
02/15/07
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
10,000
|
34.71
|
133,100
|
|
|
02/15/07
|
--
|
200,000
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
03/01/07
|
--
|
--
|
--
|
--
|
--
|
--
|
587
|
--
|
--
|
19,970
|
|
Jeff M. Shaw
|
03/01/07
|
--
|
38,850
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
03/01/07
|
--
|
--
|
--
|
--
|
--
|
--
|
541
|
--
|
--
|
18,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The estimated future payout under non-equity incentive plan
columns refer to the potential payouts under the Company’s annual bonus
plans. The Compensation Committee approved the goals for the 2007 bonus plans
in February 2007. The payout amounts for each Executive were reviewed and
approved by the Compensation Committee and the Board of Directors in February
2008 upon completion of the consolidated financial statements for the fiscal
year ended December 31, 2007. The Summary Compensation Table details amounts
actually paid under the 2007 annual bonus plans in the column
Non-Equity Incentive Plan
Compensation
.
|
(b)
|
Restricted shares granted on March 1, 2007 under the
Company’s 2005 Performance Incentive Plan, which vest in three equal
installments on December 31, 2007, 2008 and 2009.
|
(c)
|
Option awards granted to the named executive officers become
exercisable with respect to 25% of the covered shares one year from the date of
grant; 50% exercisable two years from the date of grant; 75% exercisable three
years from the date of grant and the remainder become exercisable four years
from the date of grant.
|
14
The following table details information concerning unexercised stock
options, stock options that have not vested and stock awards that have not vested for each
of the Executive Officers named in the Summary Compensation Tables as of December 31,
2007:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
TABLE
|
|
Option Awards
|
Stock Awards
|
Name
|
Number of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned
Options
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not
Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not
Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units
or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value Unearned of
Shares, Units or Other Rights That Have Not Vested
($)
|
David E. O’Reilly
|
60,000
|
--
|
--
|
13.26
|
06/14/11
|
--
|
--
|
--
|
--
|
|
150,000
|
--
|
--
|
11.78
|
02/13/13
|
--
|
--
|
--
|
--
|
|
157,500
|
--
|
--
|
18.78
|
02/05/14
|
--
|
--
|
--
|
--
|
|
80,000
|
--
|
--
|
23.20
|
02/03/15
|
--
|
--
|
--
|
--
|
|
15,000
|
--
|
--
|
24.84
|
04/06/15
|
--
|
--
|
--
|
--
|
|
22,500
|
22,500(a)
|
--
|
32.78
|
02/09/16
|
--
|
--
|
--
|
--
|
|
8,750
|
26,250(b)
|
--
|
34.71
|
02/15/17
|
--
|
--
|
--
|
--
|
Gregory L. Henslee
|
60,000
|
--
|
--
|
13.26
|
06/14/11
|
--
|
--
|
--
|
--
|
|
82,000
|
--
|
--
|
11.78
|
02/13/13
|
--
|
--
|
--
|
--
|
|
86,100
|
--
|
--
|
18.78
|
02/05/14
|
--
|
--
|
--
|
--
|
|
45,000
|
--
|
--
|
23.20
|
02/03/15
|
--
|
--
|
--
|
--
|
|
15,000
|
--
|
--
|
24.84
|
04/06/15
|
--
|
--
|
--
|
--
|
|
25,000
|
25,000(a)
|
--
|
32.78
|
02/09/16
|
--
|
--
|
--
|
--
|
|
12,500
|
37,500(b)
|
--
|
34.71
|
02/15/17
|
--
|
--
|
--
|
--
|
Ted F. Wise
|
60,000
|
--
|
--
|
13.26
|
06/14/11
|
--
|
--
|
--
|
--
|
|
82,000
|
--
|
--
|
11.78
|
02/13/13
|
--
|
--
|
--
|
--
|
|
86,100
|
--
|
--
|
18.78
|
02/05/14
|
--
|
--
|
--
|
--
|
|
45,000
|
--
|
--
|
23.20
|
02/03/15
|
--
|
--
|
--
|
--
|
|
15,000
|
--
|
--
|
24.84
|
04/06/15
|
--
|
--
|
--
|
--
|
|
22,500
|
22,500(a)
|
--
|
32.78
|
02/09/16
|
--
|
--
|
--
|
--
|
|
11,250
|
33,750(b)
|
--
|
34.71
|
02/15/17
|
--
|
--
|
--
|
--
|
Thomas G. McFall
|
12,500
|
37,500(c)
|
--
|
31.69
|
05/31/16
|
--
|
--
|
--
|
--
|
|
3,750
|
11,250(d)
|
--
|
32.06
|
12/31/16
|
--
|
--
|
--
|
--
|
|
2,500
|
7,500(b)
|
--
|
34.71
|
02/15/17
|
--
|
--
|
--
|
--
|
|
--
|
--
|
--
|
--
|
--
|
391(e)
|
12,680
|
--
|
--
|
Jeff M. Shaw
|
40,000
|
--
|
--
|
10.66
|
08/05/09
|
--
|
--
|
--
|
--
|
|
40,000
|
--
|
--
|
13.26
|
06/14/11
|
--
|
--
|
--
|
--
|
|
30,000
|
--
|
--
|
19.26
|
12/30/13
|
--
|
--
|
--
|
--
|
|
7,500
|
--
|
--
|
24.84
|
04/06/15
|
--
|
--
|
--
|
--
|
|
--
|
--
|
--
|
--
|
--
|
551(f)
|
17,869
|
--
|
--
|
(a)
|
Represents stock options granted on February 9, 2006, which
become exercisable in four equal installments on February 9, 2007, 2008, 2009
and 2010.
|
|
(b)
|
Represents stock options granted on February 15, 2007, which
become exercisable in four equal installments on February 15, 2008, 2009, 2010
and 2011
|
|
(c)
|
Represents stock options granted on May 31, 2006, which become
exercisable in four equal installments on May 31, 2007, 2008, 2009 and
2010.
|
|
(d)
|
Represents stock options granted on December 31, 2006, which
become exercisable in four equal installments on December 31, 2007, 2008, 2009
and 2010.
|
(e)
|
Represents restricted shares granted on March 1, 2007 under the
Company’s Performance Incentive Plan, which vest in two installments of
196 shares on December 31, 2008 and 195 shares on December 31, 2009.
|
|
(f)
|
Represents restricted shares granted on February 21, 2006 and
March 1, 2007 under the Company’s Performance Incentive Plan, which vest
in two installments of 371 shares on December 31, 2008 and 180 shares on
December 31, 2009.
|
|
|
|
|
|
|
|
15
The following table lists option awards exercised and shares of stock awards
vested during 2007 and the aggregate dollar values realized upon such exercise or vesting
for each of the Executive Officers:
OPTION EXERCISES AND STOCK VESTED
|
|
OPTION AWARDS
|
STOCK AWARDS
|
Name
|
Number of Shares Acquired On Exercise
(#)
|
Value Realized On Exercise
($)
|
Number of Shares Acquired On Vesting
(#) (a)
|
Value Realized On Vesting
($)
|
Gregory L. Henslee
|
25,000
|
621,810
|
--
|
--
|
Thomas G. McFall
|
--
|
--
|
196
|
6,356
|
Jeff M. Shaw
|
70,000
|
2,109,500
|
502
|
16,280
|
(a)
|
Shares acquired on vesting reflects the vesting of stock awards
granted under the Company’s Performance Incentive Plan
(“PIP”) in 2005, 2006 and 2007. All shares awarded under the PIP
vest in three equal installments commencing on December 31 in the year of the
award and annually each December 31 thereafter.
|
The following table sets forth information regarding the contributions by
each Executive Officer and the Company under the O’Reilly Automotive, Inc. Deferred
Compensation Plan during 2007 as well as information on aggregate earnings, withdrawals and
balances for each Executive Officer named in the Summary Compensation Table:
NONQUALIFIED DEFERRED COMPENSATION
|
Name
|
Executive Contributions In Last Fiscal Year
($)
(a)
|
Registrant Contributions In Last Fiscal Year
($)
(b)
|
Aggregate Earnings In Last Fiscal Year
($)
|
Aggregate Withdrawals/ Distributions
($)
|
Aggregate Balance At Last Fiscal Year End
($)
|
David E. O’Reilly
|
26,423
|
8,773
|
12,162
|
--
|
335,252
|
Gregory L. Henslee
|
33,538
|
10,596
|
6,522
|
--
|
155,527
|
Ted F. Wise
|
73,596
|
7,592
|
20,468
|
--
|
644,971
|
Thomas G. McFall
|
9,692
|
3,029
|
339
|
--
|
13,060
|
Jeff M. Shaw
|
42,270
|
1,713
|
6,872
|
--
|
211,878
|
(a)
|
All executive contribution amounts have been included in
the
Salary
column of the
Summary Compensation Table.
|
|
(b)
|
All registrant contribution amounts have been included in
the
All Other Compensation
column of the Summary Compensation Table.
|
|
(c)
|
The terms of the O’Reilly Automotive, Inc. Deferred
Compensation Plan are described in the foregoing Compensation Discussion and
Analysis.
|
|
|
|
|
16