gpc-20250227

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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Genuine Parts Company

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2024 GPC AR PROXY Cover FInal-COLOR 1 (1)_Page_1.jpg

DEAR SHAREHOLDERS:

At Genuine Parts Company (“GPC”), we are deeply committed to creating value for our shareholders. This dedication drives our decisions, investments and initiatives as we continue to execute on a deliberate strategy to navigate today’s market challenges and support future growth.

While 2024 was marked by prolonged and coordinated global market softness, we operated from a position of strength and are poised to capture substantial upside as markets recover. Our technical expertise, global brand strength, established customer and supplier relationships and scale advantage position us well in the large, fragmented markets in which we operate. Notwithstanding the macroeconomic pressures, we delivered strong cash flows to enable strategic investments and continued our long history of returning capital through a growing dividend.

We made investments to extend our competitive advantages and create new ones across both our Automotive and Industrial segments. We allocated capital to modernize our supply chain, enhance our technology capabilities, and invest in our talent and culture. We leveraged our global scale to deploy shared platforms and technology solutions faster and more efficiently. We complemented our organic growth efforts with accretive inorganic growth that increases our local market presence in key geographies and adds new capabilities. We continuously evaluate opportunities to enhance our business mix. At the same time, we proactively implemented a global restructuring program that will further optimize our cost structure to reflect current market conditions while enhancing productivity.

Within Industrial, we are optimistic that growth will return following the longest contraction for PMI in more than 30 years, as we typically see a long period of attractive growth once the index moves back into expansion territory. In Automotive, we are celebrating NAPA’s 100th anniversary this year and continue to transform the segment through a relentless focus on customer service and the expansion and integration of independently owned stores into our U.S. network. These strategic acquisitions strengthen our competitive position, drive top-line growth and enhance profitability, positioning GPC and the NAPA brand for sustained leadership.

Our commitment to delivering value is also evident in our financial discipline and capital returns. In 2024, we returned more than $550 million through dividends – GPC’s 68th consecutive year of dividend increases. The Board’s recent decision to increase our 2025 dividend by 3% is a direct reflection of our ongoing dedication to providing strong returns and demonstrating our confidence in GPC’s future.

While we are proud of our progress, there is more to be done to strengthen the business and create greater value over the long term. Looking ahead, we remain focused to deliver differentiated solutions to customers as we invest in and build on our foundation. Our strong balance sheet is a strategic advantage, and combined with our disciplined approach, it enables us to remain agile and responsive to market dynamics while staying true to our vision.

I want to express my heartfelt gratitude for your trust and support. We remain dedicated to making a lasting, positive impact on our teammates, customers, suppliers and the communities we serve, while continuing to deliver long-term value for our shareholders.

Sincerely,



			William P. Stengel, II
			President and Chief Executive Officer

DEAR SHAREHOLDERS:

The Genuine Parts Company Board understands that our shareholders are focused on long-term performance rather than short-term gains, and together with the leadership team, we are aligned with your perspectives. As such, one of our Board’s top priorities is to drive sustained growth and value creation, and while market conditions presented challenges in 2024, we remain steadfast that our strategic initiatives position us for long-term success.

A key component of our long-term success has been maintaining an active, engaged Board with the right mix of skills and experience to support the leadership team and oversee GPC’s strategic execution. We have prioritized board refreshment in recent years, with five new independent members joining our Board since 2020, two of whom have joined in the last two years. In addition, William P. Stengel, II, our President and Chief Executive Officer, joined the Board upon his appointment to the CEO role on June 3, 2024 as part of our long track record of leadership succession planning at GPC.

The evolution of our Board will further continue this year. Effective as of the 2025 Annual Meeting, Betsy Camp, Gary Fayard, Johnny Johns and Wendy Needham will be retiring from our Board. We want to express our gratitude to each of these directors for their years of dedicated service and valuable contributions to GPC, and in the case of Mr. Johns, for his service as our Lead Independent Director. In connection with these four directors’ retirements, we are nominating Laurie Schupmann to join our Board. Ms. Schupmann spent over 39 years with PwC, most recently serving as a Global Client Partner, and will bring significant financial and accounting expertise to our organization. Upon election at the 2025 Annual Meeting, the Board will have an average tenure of six years, and we are confident that we have the right leadership in place to guide GPC as we execute on our objectives.

Looking ahead, the Board is aligned with management on the importance of shareholder engagement. We understand the need for open dialogue and are committed to ensuring that GPC’s direction remains aligned with the interests of our shareholders. Our ongoing efforts to enhance governance, alongside the implementation of our long-term strategy, will ensure that we continue to build on our strong foundation.

We invite you to join us for our virtual 2025 Annual Meeting of Shareholders on April 28, 2025. Details about the meeting, including the matters to be voted on, can be found in the Notice of 2025 Annual Meeting of Shareholders and this Proxy Statement. The meeting will include a report on our performance and operations, as well as a question-and-answer session.

On behalf of our Board, I want to express our deep appreciation for your support and trust. We remain committed to the principles of governance, innovation and value creation that will ensure the continued success of your investment.

Sincerely,



			Paul D. Donahue
			Non-Executive Chairman

GENUINE PARTS COMPANY

2999 Wildwood Parkway

Atlanta, Georgia 30339


NOTICE OF THE 2025 ANNUAL MEETING OF SHAREHOLDERS

April 28, 2025

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

The 2025 Annual Meeting of Shareholders of Genuine Parts Company, a Georgia corporation, will be held virtually on Monday, April 28, 2025, at 10:00 a.m. eastern time (the "2025 Annual Meeting"), for the following purposes:

(1) To elect as directors the twelve nominees named in the attached proxy statement;

(2) To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers;

(3) To approve an amendment to the Genuine Parts Company Amended and Restated Articles of Incorporation to implement a plurality voting standard in contested director elections and remove obsolete director classification provisions;

(4) To ratify the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025; and

(5) To vote on a shareholder proposal seeking a report on the effectiveness of the Company’s diversity, equity and inclusion efforts;

(6) To act upon such other matters that may properly come before the meeting or any reconvened meeting following any adjournment thereof.

Information relevant to these matters is set forth in the attached proxy statement. Only holders of record of the Company’s common stock at the close of business on February 19, 2025 will be entitled to vote at the meeting. The live audio webcast of the 2025 Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the 2025 Annual Meeting. We encourage you to access the meeting in advance of the designated start time.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 28, 2025.

We are pleased to announce that we are delivering your proxy materials for the 2025 Annual Meeting via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our shareholders on or about February 28, 2025.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2025 Annual Meeting and our annual report for the fiscal year ended December 31, 2024. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.

To Attend, Vote, and Participate during the virtual Annual Meeting:

You can attend and participate in the 2025 Annual Meeting online, vote your shares electronically, and submit your questions during the 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/GPC2025. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the 2025 Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number. If you do not have the control number you may attend as a Guest (non-shareholder) but will not have the option to vote or ask questions during the virtual Annual Meeting.

The 2025 Proxy Statement and the 2024 Annual Report to Shareholders are available at:

http://www.proxydocs.com/gpc


			By Order of the Board of Directors,


			Christopher T. Galla
Atlanta, Georgia			Senior Vice President, General Counsel and Corporate Secretary
February 28, 2025

YOUR VOTE IS IMPORTANT!


Whether or not you expect to be present at the meeting, please vote by telephone or internet pursuant to the instructions on the enclosed proxy card or complete, sign, date and return the enclosed proxy card promptly in the enclosed business reply envelope.


TABLE OF CONTENTS
Annual Meeting — April 2 8 , 2025			1
Voting			1
Proposal 1— Election of Directors			3
Corporate Governance			9
Security Ownership of Certain Beneficial Owners			18
Security Ownership of Management			19
Executive Compensation			21
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation			23
Compensation Philosophy and Objectives			23
Variable verse Fixed Compensation			23
Short-Term verse Long-Term Incentive Compensation			24
Overview of Executive Compensation Components			24
Change in Control Arrangements			29
Factors Considered in Decisions to Materially Increase or Decrease Compensation			29
Stock Ownership Guidelines			29
Clawback Provisions			30
Role of Executive Officers in Determining Compensation			30
Compensation and Human Capital Committee Report			30
Additional Information regarding Executive Compensation			32
Compensation and Human Capital Committee Interlocks and Insider Participation			48
Compensation of Directors			49
Transactions with Related Persons			50
Proposal 2 — Advisory Vote on Executive Compensation			53
Proposal 3 — Approval of Amendmen t to Amend and Restated Articles of Incorporation			54
Proposal 4 — Ratification of Selection of Independent Auditors			55
Proposal 5 — Shareholder Proposal Seeking a Report on the Effectiveness of the Company's Diversity, Equity and Inclusion Efforts			58
Audit Committee Report			59
Solicitation of Proxies			59
Other Matters			60
Shareholder Proposals for 2025 Annual Meeting			60

Annual Meeting — April 28, 2025

This proxy statement is being furnished to the shareholders of Genuine Parts Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Company’s 2025 Annual Meeting of Shareholders to be held on Monday, April 28, 2025, at 10:00 a.m. eastern time and at any reconvened meeting following any adjournment thereof (the "2025 Annual Meeting"). The 2025 Annual Meeting will be held virtually. To access the virtual meeting, go to www.virtualshareholdermeeting.com/GPC2025 and enter a valid control number found on your proxy card, notice of internet availability, or an email previously received from Computershare. If you do not have a control number, you may access the meeting as a Guest.

The live audio webcast of the 2025 Annual Meeting will begin promptly at 10:00 a.m. eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the 2025 Annual Meeting. We encourage you to access the meeting in advance of the designated start time. We will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any technical difficulty during the virtual meeting, please call the number listed at www.virtualshareholdermeeting.com/GPC2025.

We have designed the format of the 2025 Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. After the business portion of the 2025 Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Ground Rules for Conduct of the Shareholder Meeting. On the day of and during the 2025 Annual Meeting, you can view our Ground Rules for Conduct of the Shareholder Meeting and submit any questions on www.virtualshareholdermeeting.com/GPC2025. Answers to any appropriate questions not addressed during the meeting will be posted following the meeting on the investor page of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources, and ensure all shareholder questions are able to be addressed, we will respond to no more than three questions from any single shareholder.

We anticipate that our Notice and Access Letter will first be mailed, and that this proxy statement and the Company’s 2024 annual report to the shareholders, including consolidated financial statements for the year ended December 31, 2024 will first be made available to our shareholders, on or about February 28, 2025.

Voting

Shareholders of record can simplify their voting and reduce the Company’s costs by voting their shares via telephone or the Internet. Instructions for voting via telephone or the Internet are set forth on the proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures enable shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If your shares are held in the name of a bank or broker (in “street name”), the availability of telephone and Internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the form you receive from your bank or broker. If you do not choose to vote by telephone or the Internet, please mark your choices on the proxy card and then date, sign and return the proxy card at your earliest opportunity.

All proxies properly voted by telephone or the Internet and all properly executed written proxy cards that are delivered to the Company (and not later revoked) will be voted in accordance with instructions given in the proxy. When voting on the election of directors, you may vote FOR or AGAINST each of the nominees listed in this proxy statement or you may ABSTAIN from voting for one or more of the nominees. When voting on (1) the approval of the compensation of the Company’s named executive officers, (2) an amendment to the Company's Amended and Restated Articles of Incorporation to implement a plurality voting standard in contested director elections and remove obsolete director classification provisions, (3) the ratification of the selection of independent auditors, and (4) the shareholder proposal seeking a report on the effectiveness of the Company's diversity, equity and inclusion efforts, you may vote FOR or AGAINST the proposal or you may ABSTAIN from voting.

If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted FOR all nominees to the Board of Directors listed in this proxy statement, FOR the proposal to approve the compensation of the Company’s named executive officers, FOR the approval of an amendment to the Company's Amended and Restated Articles of Incorporation to implement a plurality voting standard in contested director elections

2025 Proxy Statement 1

and remove obsolete director classification provisions. FOR the ratification of the selection of independent auditors for the fiscal year ending December 31, 2025 and AGAINST the shareholder proposal seeking a report on the effectiveness of the Company's diversity, equity and inclusion efforts. The Company is not aware, as of the date hereof, of any matters to be voted upon at the 2025 Annual Meeting other than those stated in this proxy statement and the accompanying Notice of 2025 Annual Meeting of Shareholders. If any other matters are properly brought before the 2025 Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.

If you hold your shares in street name and you do not instruct your bank or brokerage firm in accordance with their directions on how to vote your shares prior to the date of the 2025 Annual Meeting, your bank or brokerage firm cannot vote your shares (referred to as “broker non-votes”) on the following proposals: “Proposal 1 — Election of Directors”, “Proposal 2 — Advisory Vote on Executive Compensation”, "Proposal 3 — Approval of Amendment to the Company's Amended and Restated Articles of Incorporation to Implement a Plurality Voting Standard in Contested Director Elections and Remove Obsolete Director Classification Provisions" and "Proposal 5 — Shareholder Proposal Seeking a Report on the Effectiveness of the Company’s Diversity, Equity and Inclusion Efforts”. Such shares will be considered “broker non-votes” and will not affect the outcome of these votes, with the exception of "Proposal 3 - Approval of Amendment to the Company's Amended and Restated Articles of Incorporation to Implement a Plurality Voting Standard in Contested Director Elections and Remove Obsolete Director Classification Provisions", in which broker non-votes will have the same affect as a vote AGAINST the proposal. However, your bank or brokerage firm may vote your shares in its discretion on “Proposal 4 — Ratification of Selection of Independent Auditors” if you do not provide voting instructions.

A shareholder of record who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the 2025 Annual Meeting. Such revocation may be by delivery of written notice to the Corporate Secretary of the Company at the Company’s address shown above, by delivery of a proxy bearing a later date (including a later vote by telephone or the Internet), or by voting in person at the 2025 Annual Meeting. Street name holders may revoke their proxies prior to the 2025 Annual Meeting by following the procedures specified by their bank or brokerage firm.

Only holders of record of the Company’s common stock at the close of business on the record date for the 2025 Annual Meeting, which is February 19, 2025, are entitled to vote at the 2025 Annual Meeting. Persons who hold shares of common stock in street name as of the record date may vote at the 2025 Annual Meeting only if they hold a valid proxy from their bank or brokerage firm. At the close of business on February 19, 2025, 138,782,030 shares of the Company's common stock were outstanding and entitled to vote at the 2025 Annual Meeting.

On each proposal presented for a vote at the 2025 Annual Meeting, each shareholder is entitled to one vote per share of common stock held as of the record date. A quorum for the purposes of all matters to be voted on shall consist of shareholders representing, in person or by proxy, a majority of the outstanding shares of common stock entitled to vote at the 2025 Annual Meeting. Shares represented at the 2025 Annual Meeting that are abstained from voting and broker non-votes will be considered present for purposes of determining a quorum at the 2025 Annual Meeting. If less than a majority of the outstanding shares of common stock are represented at the 2025 Annual Meeting, a majority of the shares so represented may adjourn the 2025 Annual Meeting to another date, time or place to allow for the solicitation of additional proxies or other measures to obtain a quorum.

The vote required for the (1) election of directors, (2) approval of executive compensation, (3) ratification of the selection of independent auditors, and (4) approval of the shareholder proposal seeking a report on the effectiveness of the Company's diversity, equity and inclusion efforts is the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote on such proposal which are represented at the 2025 Annual Meeting. The vote required for the approval of an amendment to the Company's Amended and Restated Articles of Incorporation to implement a plurality voting standard in contested director elections and remove obsolete director classification provisions is the affirmative vote of a majority of the shares of common stock outstanding and entitled to vote on such proposal. Because abstentions will be considered as present and entitled to vote at the 2025 Annual Meeting but will not be voted “for” these proposals, they will have the same effect as votes “against” these proposals.

Although the advisory vote on executive compensation is non-binding as provided by law, the Company’s Board of Directors will review the results of the vote and take it into consideration when making future determinations concerning executive compensation.

2025 Proxy Statement 2

Proposal 1

Election of Directors

Messrs. Gary Fayard and Johnny Johns and Mses. Betsy Camp and Wendy Needham have each reached the mandatory retirement age for Board members and will therefore not be standing for re-election at the 2025 Annual Meeting. We would like to take this opportunity to thank each of these directors for their many contributions and years of outstanding service on behalf of the Company, the Board of Directors and our shareholders.

The Board of Directors of the Company currently consists of fifteen directors, including Messrs. Fayard and Johns and Mses. Camp and Needham. The Board has approved the recommendation of its Nominating and ESG Committee to nominate the twelve nominees named below, which includes a new nominee, Laurie Schupmann and each of whom, if elected, will serve as directors until the 2026 Annual Meeting of Shareholders and the election and qualification of their successors. In connection therewith, the size of the Board will be reduced from fifteen directors to twelve directors immediately following the 2025 Annual Meeting.

In the event that any nominee is unable to serve (which is not anticipated), the Board of Directors may:

• designate a substitute nominee, in which case persons designated as proxies will cast votes for the election of such substitute nominee;

• allow the vacancy to remain open until a suitable candidate is nominated; or

• adopt a resolution to decrease the size of the Board.

If any incumbent director nominee in an uncontested election fails to receive the required affirmative vote of the holders of a majority of the shares outstanding and entitled to vote which are represented at the 2025 Annual Meeting, the director will promptly tender his or her resignation to the Chairman of the Board of Directors and the Chairman of the Nominating and ESG Committee. If an incumbent director tenders his or her resignation, the Nominating and ESG Committee shall review such offer to resign and make a recommendation to the Board of Directors regarding acceptance of the offer. The Board of Directors, taking into account the Nominating and ESG Committee's recommendation, will determine whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of the 2025 Annual Meeting election results. Our Amended and Restated Articles of Incorporation further provide that a director shall serve on the Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. If the director resigns, the Board of Directors may:

• immediately fill the resulting vacancy;

• allow the vacancy to remain open until a suitable candidate is appointed; or

• adopt a resolution to decrease the size of the Board.

2025 Proxy Statement 3

The Board of Directors unanimously recommends that Shareholders vote "For" the election of all the Director nominees.

Set forth below is certain information about each of the twelve director nominees, including the experience, qualifications, attributes and skills that our Board of Directors believes makes them well qualified to serve as directors. Information about our director independence requirements, our director nominating process, our board leadership structure, a Board Matrix, and other corporate governance matters can be found in the “Corporate Governance” section.

Nominees for Director


Richard Cox, Jr.	Background	Qualifications
Director Since 2020 Independent Director Age 55 Committee • Audit	Mr. Cox is Senior Vice President - Airport Customer Service at Delta Airlines, a position he has held since October 2024. Mr. Cox previously served as Senior Vice President - Reservation Sales and Customer Care at Delta beginning in August 2022. Prior to joining Delta, Mr. Cox served as Chief Information Officer for Cox Enterprises and had been in that role since 2019. Mr. Cox joined Cox Automotive, a subsidiary of Cox Enterprises, in 2013, where he held several leadership positions including Vice President of Client Performance and Vice President of Business Operations and Customer Care. In 2018, the Mayor of Atlanta requested Cox Enterprises to allow Mr. Cox to serve as the city’s Chief Operating Officer as an executive on-loan. For 15 months, Mr. Cox provided executive oversight and directed internal operations for the city’s departments and agencies. Prior to joining Cox Automotive, Mr. Cox was CEO and President of Jones International University and prior to that, he served as Vice President of Customer Experience at Orbitz Worldwide, a leading online travel company. Mr. Cox began his career at Worldspan, a travel technology and content provider, and held several positions during his 11-year tenure at Worldspan.	Mr. Cox has over two decades of experience in technology and business operations. His experience at Delta Airlines, Cox Automotive, Orbitz, and Worldspan in a variety of leadership roles are highly valuable to the Company. During Mr. Cox’s tenure as the city of Atlanta’s COO, he led the city through the largest cyber attack of a U.S. municipality and successfully implemented the largest ever citywide shift to the cloud. Mr. Cox’s understanding of cyber and IT risk as well as data privacy is instrumental as a member of the Audit Committee. His significant experience in information technology, the automotive business, and his expertise in strategy, operations, customer care, analytics, business intelligence, security and technical services makes him a valuable asset to our Board and Audit Committee.
Paul D. Donahue	Background	Qualifications
Non- Executive Chairman Director Since 2012 Age 68 Committee • Executive	Paul D. Donahue is the Non-Executive Chairman for the Company, a role that became effective in January 2025. Prior to that, Mr. Donahue served as the Company's Executive Chairman from June 2024 to January 2025. In April 2019 the Board of Directors appointed him as Chairman and, in May 2016, he was named Chief Executive Officer. He served as President of the Company from January 2012 until May 2016. President of the Company’s U.S. Automotive Parts Group from July 2009 to February 2016, and as Executive Vice President of the Company from August 2007 until his appointment as President of the U.S. Automotive Parts Group. In addition, between 2004 and 2007, Mr. Donahue served as President and Chief Operating Officer of S. P. Richards Company, a former wholly-owned subsidiary of the Company. Mr. Donahue was a director of Truist Financial Corporation from 2019-2023, and served as a member of the Compensation and Human Capital Committee as well as the Trust Committee. Mr. Donahue is currently standing for election as a director of Rollins, Inc.	Mr. Donahue has 20+ years of successful operating and management experience with the Company, which has included extensive involvement with numerous operating divisions within the Company. Prior to joining the Company, Mr. Donahue spent 24 years with a publicly traded consumer products manufacturer. While there, he successfully held a number of sales, marketing, operations and executive positions. Mr. Donahue’s proven leadership and experience have contributed to the success of the Company and are beneficial to our Board. His experience and knowledge gained from his service on the Truist Board and Committees also brings great value to our Board.

2025 Proxy Statement 4


P. Russell Hardin	Background	Qualifications
Director Since 2017 Independent Director Age 67 Committee • Nominating and ESG (Chair)	P. Russell Hardin is a Trustee of the Robert W. Woodruff Foundation. Prior to January 2025, Mr. Hardin served as President of the Robert W. Woodruff Foundation, the Joseph B. Whitehead Foundation, the Lettie Pate Evans Foundation and the Lettie Pate Whitehead Foundation. These foundations manage approximately $11 billion in assets and distribute approximately $400 million in grants each year which support Georgia’s institutions in the areas of education, health, human welfare, the environment, community and economic development, philanthropy and volunteerism, and the arts. Mr. Hardin joined the Foundation’s staff in 1988 and was named President in 2006. Prior to his work at the Foundation, Mr. Hardin practiced law with the Atlanta firm of King & Spalding. Mr. Hardin is a director of Rollins Inc. and serves on its Nominating and Corporate Governance Committee.	Mr. Hardin offers the Board extensive experience in the areas of finance, philanthropy, governance, and law. Mr. Hardin’s leadership at the Robert W. Woodruff Foundation and related foundations, as well as his service a director of Rollins, Inc., as trustee of Northwestern Mutual Life Insurance, and a director on the Truist Bank Atlanta Advisory Council bring financial, governance and management expertise that contribute to both our Board and as Chair of the Nominating and ESG Committee.
John R. Holder	Background	Qualifications
Director Since 2011 Independent Director Age 70 Committee • Compensation and Human Capital	John R. Holder is Chairman of Holder Properties, a commercial and residential real estate development, leasing, and management company based in Atlanta. Mr. Holder has held the position of Chairman since 1989 and served as Chief Executive Officer from 1980-2023. He is also a director of Oxford Industries, Inc. and is a member of its Audit Committee.	Mr. Holder brings to the Board his strategic leadership in the growth of Holder Properties, which has been involved in the development of over 110 commercial buildings valued in excess of $4 billion, as well as his extensive involvement in the areas of financial and marketing management. His service as the Chairman and CEO of Holder Properties, together with various board affiliations, including as director and Audit Committee member of publicly traded Oxford, Industries, Inc., an apparel company, have given him leadership experience, business acumen and financial literacy that is beneficial to our Board and Compensation and Human Capital Committee.
Donna W. Hyland	Background	Qualifications
Director Since 2015 Independent Director Age 64 Committee • Compensation and Human Capital (Chair)	Donna W. Hyland is President and Chief Executive Officer of Children’s Healthcare of Atlanta and has served in that role since June 2008. Prior to that role, she was the Chief Operating Officer of Children’s Healthcare of Atlanta from January 2003 to May 2008 and the Chief Financial Officer from February 1998 to December 2002. She serves as a director of Cousins Properties, Inc. and serves as Chair of its Audit Committee and as a member of its Compensation and Human Capital and Executive Committees.	Ms. Hyland offers our Board extensive knowledge of the health care industry as President and Chief Executive Officer of Children’s Healthcare of Atlanta. Her previous experience as COO and CFO of Children’s, as well as her experience on many non-profit boards brings a wide range of business and accounting experience to our board. Ms. Hyland also serves as a director at Cousins Properties, Inc., a publicly traded real estate company, and additionally serves as Chair and a financial expert on the Cousins’ Audit Committee and as a member of its Compensation and Human Capital Committee. Ms. Hyland’s service as a financial expert on a public company audit committee provides a wealth of experience that she has brought to our Board and as Chair of the Compensation and Human Capital Committee.

2025 Proxy Statement 5


Jean-Jacques Lafont	Background	Qualifications
Director Since 2020 Age 65	Jean-Jacques Lafont is the Co-Founder and Executive Chairman of Alliance Automotive Group, an entity that was acquired by the Company in 2017. Prior to his current role as Executive Chairman, Mr. Lafont was Chief Executive Officer of Alliance Automotive Group. Mr. Lafont co-founded Alliance Automotive Group in 1991 and spent 30 years building that business from the ground up. Prior to founding Alliance Automotive Group, Mr. Lafont spent six years working for Hewlett Packard Europe in various management roles.	Mr. Lafont is an industry veteran having spent over 30 years in the automotive aftermarket industry. Mr. Lafont has a deep understanding of the sales, operations, finance, strategic planning, and global sourcing aspects of the automotive aftermarket landscape in Europe and is highly beneficial to the strategic planning function of the Board, especially as it relates to the global automotive business. Mr. Lafont is also Non-Executive Chairman of the Supervisory Board of BME, a leading European building materials, sanitary and plumbing products distributor recently acquired by Blackstone. Mr. Lafont brings a wealth of international experience to our Board.
Robert C. “Robin” Loudermilk, Jr.	Background	Qualifications
Director Since 2010 Independent Director Age 65 Committee • Nominating and ESG	Robert C. “Robin” Loudermilk, Jr. is President and Chief Executive Officer of The Loudermilk Companies, LLC, a real estate management company, a position he has held since January 1, 2012. Previously he served as President of Aaron’s Inc., a furniture, electronics and home appliance retailer from 1997 through November 2011 and as Chief Executive Officer of Aaron’s Inc. from 2008 through November 2011. He also served in various other positions at Aaron’s Inc., including service as the Chief Operating Officer from 1997 until 2008. Mr. Loudermilk also previously served as a director of Aaron’s Inc.	Mr. Loudermilk offers extensive knowledge of the real estate industry, as founder and CEO of a real estate management company in Atlanta. He also has over 25 years of experience working with a public company in various positions, including CEO, and over 10 years as an experienced senior executive. Mr. Loudermilk’s operational, financial and management expertise and expansive knowledge of a multi-store retail business are a significant contribution to our Board and Nominating and ESG Committee.
Juliette W. Pryor	Background	Qualifications
Director Since 2021 Independent Director Age 60 Committee • Nominating and ESG	Juliette W. Pryor is Chief Legal Officer and Corporate Secretary of Lowe's Companies, Inc. where she leads the legal, compliance, government affairs, corporate sustainability, enterprise risk management and privacy functions. Previously, from 2020-2023, she served as General Counsel and Corporate Secretary of Albertsons Companies, a Fortune 100 grocery retailer, where she was responsible for the company’s legal, compliance, and government affairs functions. From 2016 to June 2020, Ms. Pryor served as General Counsel and Corporate Secretary for Cox Enterprises, a $20 billion family-owned conglomerate that operates in the communications, media and automotive sectors. Ms. Pryor previously worked at US Foods from 2005-2016. Before US Foods, Ms. Pryor served as General Counsel for telecom start up e.spire Communications, and she began her career in private practice with Skadden Arps, Slate, Meagher & Flom LLP.	Ms. Pryor is a skilled public and private company c-suite executive with 30 years of business experience. Ms. Pryor has deep experience in the board room of multiple corporations, providing key leadership in IPOs, multi-billion-dollar divestitures and acquisitions, corporate restructurings, and entity transformations. Her knowledge and experience in the legal, compliance, regulatory, audit, human resources, public policy, diversity and inclusion, and corporate governance areas combined with her wealth of expertise in retail, distribution and automotive services make her a valuable addition to our Board and the Nominating and ESG Committee.

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Darren Rebelez	Background	Qualifications
Director Since 2023 Independent Director Age 59 Committee • Nominating and ESG	Darren Rebelez is the Chairman, President and Chief Executive Officer of Casey’s, a Fortune 500 public company, which operates over 2,400 convenience stores throughout the Midwest and Southern U.S. Prior to joining Casey’s in 2019, Mr. Rebelez served as the President of IHOP Restaurants from 2015-2019, a unit of Dine Brands Global, Inc. While leading IHOP, the company grew to become the largest full service restaurant brand in the U.S. Previous to IHOP, Mr. Rebelez worked at 7-Eleven, the world’s largest convenience store chain, as Executive Vice President and Chief Operating Officer. Before 7-Eleven, Mr. Rebelez held numerous leadership roles within ExxonMobil Corporation. Preceding his civilian career, Mr. Rebelez was an Army Ranger and Gulf War veteran.  Mr. Rebelez also served as a director of Globe Life, Inc., a public life insurance company, where he chaired many of its committees over his 13-year tenure.	As CEO of the third largest convenience retailer and fifth largest pizza chain in the U.S., Mr. Rebelez offers a wealth of experience from his career as a senior executive in the convenience, restaurant and fuel industries. Mr. Rebelez's knowledge and experience include brand modernization, M&A, digital transformation, e-commerce, and ESG. His past executive experience at large public companies, as well as his tenure as a director of a public insurance company bring a wealth of knowledge and expertise to our Board and the Nominating and ESG Committee.
Laurie Schupmann	Background	Qualifications
Independent Director Nominee Financial Expert Age 62	Prior to her retirement in 2023, Laurie Schupmann spent 39 years with PwC, an audit and assurance, consulting and tax advisory firm, serving in various leadership roles of increasing responsibility, including as a Global Client Partner from October 1995 to June 2023.	Ms. Schupmann is a skilled advisor with extensive accounting, auditing, internal control, and SEC reporting experience. At PwC, Ms. Schupmann provided expertise and insight to senior executives and boards of directors in the resolution of numerous complex matters, including advising on acquisitions and divestitures, the standardization and centralization of accounting, control and compliance processes, governance and enterprise risk management activities, internal audit function optimization, enterprise systems implementations, and financial accounting and reporting compliance and quality. Her knowledge and experience in advising publicly traded companies on critical financial and accounting matters make her a valuable addition to the Board and the Audit Committee.
William P. Stengel, II	Background	Qualifications
Director Since 2024 Age 47	William P. Stengel, II is the President and CEO of the Company, a role he was appointed to in June 2024. Prior to that, Mr. Stengel served as President and Chief Operating Officer of the Company from January 2023 to June 2024, President of the Company from January 2021 to January 2023 and Executive Vice President and Chief Transformation Officer of the Company from November 2019 to January 2021. Before joining the Company, Mr. Stengel worked for HD Supply, an Atlanta-based industrial distributor, where he held positions with HD Supply Facilities Maintenance as President and Chief Executive Officer, Chief Operating Officer, Chief Commercial Officer, and Senior Vice President, Strategic Business Development and Investor Relations, from June 2013 to October 2018.	As the Company’s President and CEO, Mr. Stengel is the leader of our Company and possesses intimate knowledge of our businesses and their industries, as well as considerable experience in senior management. He brings significant financial, operational and strategic expertise of the Company, which are utilized by, and a valuable addition to, our Board.

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Charles K. Stevens, III	Background	Qualifications
Director Since 2024 Independent Director Age 65 Committee • Audit	Prior to his retirement in 2019, Charles K. Stevens, III spent over thirty years at General Motors Company, a global automotive company, serving in various leadership positions of increasing responsibility, including as Executive Vice President and Chief Financial Officer from 2014-2018, Chief Financial Officer of GM North America from 2010-2014 and Chief Financial Officer of GM de Mexico from 2008-2010. Mr. Stevens serves as a director of Flex Ltd. and serves as Chair of its Audit Committee and as a member of its Nominating and Corporate Governance Committee, and Masco Corporation and serves as Chair of its Audit Committee, and a member of its Compensation and Talent Committee. Mr. Stevens previously served as a director of Tenneco Inc. and Eastman Chemical Company.	Mr. Stevens brings to the Board his extensive knowledge and understanding in the areas of finance, accounting and the U.S. and global automotive industries as a former executive and chief financial officer of a global automotive company, where he was responsible for developing and executing business strategies to drive profitable growth. Mr. Stevens is also a seasoned public company director, including service as an audit committee chair, which has provided him further leadership experience, business acumen and financial literacy, all of which makes him a valuable addition to our Board and the Audit Committee.

Board Matrix

Experience

Cox

Donahue

Hardin

Holder

Hyland

Lafont

Loudermilk

Pryor

Rebelez

Schupmann*

Stengel

Stevens

Finance/Accounting

Distribution/Supply Chain

Automotive

Government/Regulatory

Legal

CEO/Leadership

Technology

International

Public Co. Board(s)

Independent

*Director Nominee


Tenure/ Age/ Gender/ Diversity	Cox	Donahue	Hardin	Holder	Hyland	Lafont	Loudermilk	Pryor	Rebelez	Schupmann*	Stengel	Stevens
Years on the Board	5	13	8	14	10	5	15	4	2	0	0	1
Age	55	68	67	70	64	65	65	60	59	62	47	65
Gender	M	M	M	M	F	M	M	F	M	F	M	M
Race/Ethnicity	l							l	l
Nationality						l

*Director Nominee

2025 Proxy Statement 8

Corporate Governance

Independent Directors

The Company’s common stock is listed on the New York Stock Exchange under the symbol “GPC.” The NYSE requires that a majority of the directors, and all of the members of certain committees of the board of directors be “independent directors,” as defined in the NYSE corporate governance standards. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that nine of the twelve director nominees have no direct or indirect material relationships with the Company that would impair their independence and therefore are independent directors according to the NYSE rules and the Company's Corporate Governance Guidelines.

The independent directors and director nominees for election at the 2025 Annual Meeting are: Richard Cox, Jr., P. Russell Hardin, John R. Holder, Donna W. Hyland, Robert C. “Robin” Loudermilk, Juliette W. Pryor, Darren Rebelez, Laurie Schupmann, and Charles K. Stevens III.

Mr. Richard Cox, a director since 2020, joined Delta Air Lines, Inc. (“Delta”) in August 2022, where he currently serves as Senior Vice President - Airport Customer Service. The Company has a long-standing and ordinary course vendor relationship with Delta and, in connection therewith, maintains automotive parts and supply locations on-site at multiple Delta facilities to better serve Delta’s ground vehicles. This relationship was reviewed and considered by the Board and was determined to be immaterial since (i) the amounts involved in this relationship did not exceed the greater of $1 million or 2% of Delta’s consolidated gross revenues, (ii) the Company has had a long-standing relationship with Delta prior to Mr. Cox joining the Company’s Board of Directors in 2020 and (iii) Mr. Cox became a director of the Company in 2020 prior to his joining Delta in 2022.

Governance Highlights

The Board is committed to creating long-term value for our shareholders while operating in an ethical and socially responsible manner. Highlights of our corporate governance structure are as follows:

2025 Proxy Statement 9

•Nine of twelve director nominees are independent.

•The Board has added six new directors since 2020, with another new director nominated for election at the 2025 Annual Meeting.

•Board Committees are composed exclusively of independent directors.

•We have a Lead Independent Director, elected by the independent members of the Board, who is available for consultation and direct communication with our shareholders.

•Independent directors met in executive sessions chaired by the Lead Independent Director at all regularly scheduled Board meetings in 2024.

•All of our directors are elected annually.

•We have a majority vote requirement for uncontested director elections, supported by a director resignation policy for incumbent directors who fail to receive a majority vote.

•We do not have a poison pill.

•Our executive officers and directors are all subject to robust stock ownership requirements.

•We have instituted anti-hedging and pledging policies applicable to our directors and executive officers.

•We have a Board-adopted Human Rights Policy.

•We have a Board-adopted Political Contributions Policy.

•We conduct annual, proactive shareholder engagement on ESG topics.

Corporate Governance Guidelines and Committee Charters

The Board of Directors has adopted Corporate Governance Guidelines that give effect to the NYSE’s requirements related to corporate governance and various other corporate governance matters. In February 2025, the Board of Directors, upon the recommendation of the Nominating and ESG Committee, approved the addition of a director resignation policy to the Corporate Governance Guidelines, pursuant to which any incumbent director who fails to receive the affirmative vote of a majority of the shares entitled to vote at an annual meeting of shareholders will promptly tender his or her resignation to the Chairman of the Board of Directors and the Chairman of the Nominating and ESG Committee. If an incumbent director tenders his or her resignation, the Nominating and ESG Committee shall review such offer to resign and make a recommendation to the Board of Directors regarding acceptance of the offer. The Board of Directors, taking into account the Nominating and ESG Committee’s recommendation, will determine whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of election results. Additionally, the Board of Directors, upon the recommendation of the Nominating and ESG Committee, also approved revisions to the Corporate Governance Guidelines to provide that the lead independent director shall serve a three-year term, commencing as of the date of the independent director’s election as the lead independent director. The Company’s Corporate Governance Guidelines, as well as the charters of the Compensation and Human Capital Committee, the Nominating and ESG Committee and the Audit Committee, are available on the Company’s website at www.genpt.com.

Non-Management Director Meetings and Lead Independent Director

Pursuant to the Company’s Corporate Governance Guidelines, the Company’s non-management directors meet separately from the other directors in scheduled executive sessions at least four times annually and at such other times as may be scheduled by the Chairman of the Board or by the lead independent director or as may be requested by any non-management director.

The independent directors serving on the Company’s Board of Directors re-appointed John D. Johns to serve as the Board’s lead independent director in April 2024, and he has served in this role since April 2017. As the lead independent director, during 2024, Mr. Johns presided at all meetings of non-management and independent directors and served as a liaison between the Chief Executive Officer and the non-management and independent directors. During 2024, the independent directors held four meetings without management present. Mr. Johns presided over all of these meetings.

In connection with Mr. Johns’ retirement from the Board at the 2025 Annual Meeting, the independent directors intend to appoint a new lead independent director promptly.

Board Leadership Structure

The Board has strong governance structures and processes in place to ensure the independence of the Board. The Company’s Corporate Governance Guidelines allow the independent directors flexibility to split up or combine the roles of Chairman and CEO. The directors annually review the Board’s leadership structure to determine the structure that is in the best interests of the Company and its shareholders. In June 2024, the Board appointed Mr. Donahue, to serve as

2025 Proxy Statement 10

Executive Chairman of the Board in connection with his retirement as the Company's Chief Executive Officer, and the Board further approved his transition to Non-Executive Chairman of the Board, effective January 1, 2025. In his role as Non-Executive Chairman of the Board, Mr. Donahue sets the strategic priorities for the Board (with input from the lead independent director), presides over its meetings and communicates its strategic findings and guidance to management.

As noted earlier, Mr. Johns has served as the Board's lead independent director since April 2017. In connection with Mr. John's retirement at the 2025 Annual Meeting, the Board intends to appoint a new lead independent director promptly. Our lead independent director is responsible for facilitating Board involvement in material matters of the Company, ensuring that the Board is addressing major strategic and operational initiatives, reviewing information to be provided to the Board, consulting with directors, the CEO, and Company management, representing the Board in consultations and direct communications with our shareholders and other key stakeholders, as well as presiding at executive sessions of the Board. With a supermajority of independent directors, all Board Committees composed entirely of independent directors, and a lead independent director to oversee meetings of the non-management directors, the Company’s Board of Directors is comfortable that its current leadership structure provides for an appropriate balance that best serves the Company and its shareholders. The Board of Directors periodically reviews its leadership structure to ensure that it remains the optimal structure for the Company.

Director Nominating Process

Shareholders may recommend a director nominee by writing to the Corporate Secretary specifying the nominee’s name and the other required information as set forth in the Company’s By-laws. The By-laws require, among other things, that the shareholder making the nomination: (1) notify us in writing no later than the close of business on the 90th day and no earlier than the close of business on the 120th day prior to the first anniversary of the date of the Company’s notice of annual meeting sent to shareholders in connection with the previous year’s annual meeting; (2) include certain information about the nominee, including his or her name, occupation and Company share ownership; (3) include certain information about the shareholder proponent and the beneficial owner, if any on whose behalf the nomination is made, including such person or entity’s name, address, Company share ownership and certain other information regarding the relationship between the shareholder and beneficial owner, if applicable, and any derivative or hedging positions in Company securities; and (4) update the required information as of the record date and after any subsequent change. The notice must comply with all requirements of the By-laws and, if the nomination is to be included in next year’s proxy statement, the requirements of Exchange Act Rule 14a-18 must be timely received by the Corporate Secretary at Genuine Parts Company, 2999 Wildwood Parkway, Atlanta, Georgia 30339.

The Company’s By-laws provide that whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of shareholders, subject to certain requirements, a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years can require the Company to include in its proxy materials for such annual meeting director nominations for up to the greater of (i) 20% of the number of directors up for election, rounding down to nearest whole number, or (ii) two directors. Shareholder requests to include shareholder nominees in the Company’s proxy materials for the 2026 Annual Meeting of Shareholders must be received by the Corporate Secretary no earlier than October 1, 2025 and no later than October 31, 2025 and must satisfy the requirements specified in the Company’s By-laws.

The Company’s Board of Directors has established the following process for the identification and selection of candidates for director. The Nominating and ESG Committee, in consultation with the Chairman of the Board, annually reviews the appropriate experience, skills, background and characteristics required of Board members in the context of the current membership of the Board to determine whether the Board would be enhanced by the addition of one or more directors. This review includes, among other relevant factors in the context of the perceived needs of the Board at that time, issues of experience, reputation, background, judgment, and skills.

The Nominating and ESG Committee considers all appropriate candidates proposed by management, directors and shareholders. Information regarding potential candidates is presented to the Nominating and ESG Committee, and the Committee evaluates the candidates based on the needs of the Board at that time. Potential candidates are evaluated according to the same criteria, regardless of whether the candidate was recommended by shareholders, the Nominating and ESG Committee, another director, Company management, a search firm or another third party. The Nominating and ESG Committee then submits any recommended candidate(s) to the full Board of Directors for approval and recommendation to the shareholders for election at the Company’s annual meeting of shareholders.

The Company’s Board of Directors is composed of individuals with diverse experience at policy-making levels in a variety of businesses, as well as in non-profit organizations, in areas that are relevant to the Company’s operations and activities. The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations and, ultimately, better decisions. Therefore, each director nominee was nominated for election at the 2025 Annual Meeting on the basis of the unique experience, background, qualifications, attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the others on the Board as a whole.

2025 Proxy Statement 11

This year, in furtherance of these important considerations, and in connection with its annual review and recommendation of candidates to serve as nominees to the Board, the Board considered, among other things, the following factors regarding the re-nomination of Messrs. Donahue, Holder and Loudermilk in light of the Board’s policy that non-management directors serve for no more than twelve years:

•their extensive knowledge of the Company and the industries in which it operates;

•their effective and professional leadership, including, with respect to Mr. Donahue, his prior service as the Company’s Chief Executive Officer;

•their diversity of experiences, skills and backgrounds; and

•their desire and ability to continue to guide and serve the Company.

To that end, the success of such refreshment efforts was also recognized in light of the fact that five new independent directors will have been added to the Board since 2020 (assuming the election of Ms. Schupmann at the 2025 Annual Meeting). After considering these factors, the Board of Directors determined that it was in the best interests of the Company and its shareholders to nominate the twelve director nominees identified in Proposal 1 beginning on page 4 of this proxy statement.

Corporate Culture

Developing our people and sustaining our culture are important priorities for our Company. We promote an inclusive, and innovative culture that encourages and embraces different ideas and perspectives. We strive to ensure our teammates reflect our global customer base. The Company is committed to creating a welcoming environment where all teammates have opportunities to grow and feel a sense of belonging, regardless of gender, sex, race, color, religion, national origin, age, disability, veteran status, sexual orientation, gender expression or experiences. To support our talent initiatives and priorities, recruitment, training, talent development and succession planning is discussed regularly by management and the Nominating and ESG Committee as well as the Compensation and Human Capital Committee.

Talent Development and Succession Planning

The Compensation and Human Capital Committee oversees the development and implementation of succession plans for the senior management team. The process includes the President and CEO and Executive Vice President and Chief People Officer undertaking a full review of performance and development of senior leaders across the organization, and they then present and discuss with the Compensation and Human Capital Committee their evaluations and recommendations for senior management development and succession on a regular basis. The Compensation and Human Capital Committee also assists the Board with oversight of management succession planning and the topic is discussed regularly during the executive session of Compensation and Human Capital Committee meetings.

Communications with the Board

The Company’s Corporate Governance Guidelines provide for a process by which shareholders or other interested parties may communicate with the Board, a Board committee, the lead independent director, the non-management directors as a group, or individual directors. Shareholders or other interested parties who wish to communicate with the Board, a Board committee or any such other individual director or directors may do so by sending written communications addressed to the Board of Directors, a Board committee or such individual director or directors, c/o Corporate Secretary, Genuine Parts Company, 2999 Wildwood Parkway, Atlanta, Georgia 30339. This information is also available on the Company’s website at www.genpt.com. All communications will be compiled by the Secretary of the Company and forwarded to the members of the Board to whom the communication is directed or, if the communication is not directed to any particular member(s) of the Board, the communication shall be forwarded to all members of the Board of Directors.

Board of Directors and Committee Evaluations

In 2024, the Board and each of its committees conducted an annual self-evaluation process, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which each director sits. The results of the self-evaluation process, and any recommendations for improvement in connection therewith, were reported to and discussed by the Board. The Board and each of its committees use the results and recommendations stemming from this self-evaluation process to support the Board’s oversight function, enhance its role as a strategic partner with management and improve its governance processes.

Board Oversight of Risk

The Company’s Board of Directors recognizes that, although risk management is primarily the responsibility of the Company’s management team, the Board plays a critical role in the oversight of risk. The Board believes that an important part of its responsibilities is to assess the major risks the Company faces and review the Company’s options for

2025 Proxy Statement 12

monitoring, mitigating, and controlling these risks. The Board assumes responsibility for the Company’s overall risk assessment.

The Board as a whole examines specific business risks in its regular reviews of the individual business units and also on a Company-wide basis as part of its regular strategic reviews. In addition to periodic reports from three committees (discussed below) about risks, the Board receives presentations throughout the year from various business units and management that include discussion of significant risks specific to such business unit. Periodically, at Board meetings, management discusses matters of particular importance or concern, including any significant areas of risk requiring Board attention.

The Audit Committee has specific responsibility for oversight of risks associated with financial accounting and audits, internal control over financial reporting, and information technology and cyber security risk. The Audit Committee monitors and reviews applicable enterprise risks identified as part of the Company’s enterprise risk management program, including the Company’s risk assessment and management policies, the Company’s major financial risk exposure and cyber and information security exposure and the steps taken by management to monitor and mitigate such exposure. The Audit Committee receives regular updates specific to the Company’s cyber security program and IT security risk, including descriptions of mitigation and incident response plans and overviews of awareness and training programs. The full Board receives periodic updates from the Audit Committee Chair on cyber security and IT security risk and mitigation strategies and also receives periodic updates directly from the Chief Information and Digital Officer and Chief Information Security Officer.

The Compensation and Human Capital Committee oversees the risks relating to the Company’s compensation policies and practices, management development, talent strategy and leadership succession. The Compensation and Human Capital Committee annually reviews with management the design and operation of the Company’s incentive compensation arrangements for all employees, including executive officers, for the purpose of determining whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Company. In advance of such review, the Company identifies internal and external factors that comprise the Company’s primary business risks, and management compiles an inventory of incentive compensation arrangements, which are then summarized for the Compensation and Human Capital Committee and reviewed for the purpose of identifying any aspects of such programs that might encourage behaviors that could exacerbate the identified business risks. In conducting this assessment for 2024, the Compensation and Human Capital Committee considered the performance objectives and target levels used in connection with these incentive awards and also the features of the Company’s compensation program that are designed to mitigate compensation-related risk. Based on such assessment, the Compensation and Human Capital Committee concluded that the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

The Nominating and ESG Committee oversees the risks relating to the Company's environmental policies and initiatives, corporate social responsibility efforts, corporate governance practices, director succession planning, board and committee composition, and related person transactions.

Code of Conduct and Ethics

The Board of Directors has adopted a Code of Conduct for Employees, Contract and/or Temporary Workers, and Directors and a Code of Conduct for Senior Financial Officers, both of which are available on the Company’s website at www.genpt.com. These Codes of Conduct comply with NYSE and Securities and Exchange Commission (the “SEC”) requirements, including procedures for the confidential, anonymous submission by employees or others of any complaints or concerns about the Company or its accounting, internal accounting controls or auditing matters. The Company will post any amendments to or waivers from the Code of Conduct (to the extent applicable to the Company’s executive officers and directors) on its website.

Supply Chain Responsibility and Human Rights

To help ensure the products we distribute are manufactured and delivered with high ethical standards, our Supplier Code of Conduct and our Human Rights Policy focus on responsible sourcing throughout our supply chain. Our supplier expectations and human rights policy include the Company's commitment to providing a safe and fair workplace that upholds and respects international human rights standards. These principles are applicable to all Company teammates and are approved and monitored by the Company's executive leadership. For more information on our commitment to uphold Human Rights everywhere we do business, we invite you to view our Human Rights policy at: www.genpt.com.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K.

2025 Proxy Statement 13

Anti-Hedging and Anti-Pledging Policies

Pursuant to our Insider Trading Policy, our directors, officers and employees are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company common stock, such as prepaid variable forward contracts, equity swaps, collars, forward sale contracts and exchange funds. Additionally, our directors and executive officers are prohibited from pledging Company stock as collateral for a loan.

Policies and Practices Related to the Timing of Equity Awards

Pursuant to our compensation programs, we may grant stock options to certain employees from time to time; however, no stock options have been granted since 2017. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Compensation and Human Capital Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation and Human Capital Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates.

Environmental & Social Responsibility

The Company is committed to operating all aspects of its business with integrity, contributing to our local communities in a multitude of meaningful ways, promoting a culture of inclusion, and using our natural resources thoughtfully and responsibly. These and other sustainability matters are core to how we run our business and align closely with our corporate values. The Nominating and ESG Committee has primary oversight responsibility for all sustainability initiatives of the Company. This oversight includes receiving regular reports from management on sustainability strategy and initiatives as well as feedback from engagements with shareholders and stakeholders on various sustainability-related topics. As appropriate, the full Board receives reports on our sustainability initiatives, including a discussion of our sustainability communications and disclosures as well as regular updates on our sustainability progress.

Our Sustainability Report, published in September 2024, can be found on the investor page of our website, www.genpt.com, and describes key corporate social responsibility and sustainability topics relevant to the Company, our initiatives related to those topics, and our progress with respect to those initiatives. Our Sustainability Report specifically addresses progress in measuring our global carbon footprint and outlining our plan to reduce our carbon emissions, as well as sharing our continued progress with respect to our human capital management programs and initiatives. We also continued to incorporate disclosures in accordance with the Task Force on Climate-Related Financial Disclosures framework and the Sustainability Accounting Standards Board framework into our Sustainability Report. We invite you to review our 2024 Sustainability Report on www.genpt.com.

Highlights from the 2024 Sustainability Report include:

Caring for Our Planet

•Calculated global scope 1 & 2 footprint for the second year and compared results with prior year

•Continued to develop plans for greenhouse gas (GHG) reduction programs across the globe

•Launched additional energy efficiency and electric vehicle (EV) pilot programs

•Improved renewable energy procurement for business operations

Investing in Social Good

•Analyzed results from our 2024 employee engagement survey and implemented improvements based on results

•Provided financial support through our giving programs to nonprofits in the U.S. and around the globe

•Supported education with several scholarship funds awarded

Ensuring Good Governance

•Continued to build out internal systems and governance for climate risk assessment and reporting

Stakeholder Engagement

Our stakeholders consist of many individuals and groups across our value chain and beyond who are affected by our activities. We actively engage with internal and external stakeholders through a variety of channels to help us achieve our goal to be a world-class service organization. We strongly believe that the continued success of our sustainability programs requires being responsive to the feedback from our employees, investors, suppliers, partners, communities and customers.

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We approach stakeholder engagement as an integrated, year-round process. We actively solicit stakeholder feedback on all aspects of our business and incorporate stakeholder perspectives into our discussions and decision-making.

Stakeholder Engagement Program

GPC (Genuine Parts Company) (DEF 14A) 2023-03-03.jpg

In 2024, we reached out to our top 25 shareholders to get their input on our sustainability and corporate governance disclosures and initiatives. Our discussions during this engagement program in the areas of corporate governance, executive compensation, and environmental and social responsibility practices have been an important part of our Board discussions and have influenced many decisions in these areas. We plan to continue our engagement program to better understand key perspectives and opportunities of focus in the ESG areas.

Board Attendance

The Company’s Corporate Governance Guidelines provide that all directors are expected to attend all meetings of the Board and the Board Committees on which they serve and are also expected to attend the annual meeting of shareholders. During 2024, the Board of Directors held four meetings, all of which were attended by our directors. All committee members attended all of the committee meetings on which they served. All of the Company’s directors attended the Company’s 2024 Annual Meeting.

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Board Committees

The Board has four standing Committees. Information regarding the functions of the Board’s Committees, their current membership and the number of meetings held by each Committee during 2024 is set forth below:

Director

Nominating and ESG

Compensation and Human Capital

Audit *

Executive

Elizabeth W. Camp

Member

Richard Cox, Jr.

Member

Paul D. Donahue

Chair

Gary P. Fayard

Member

P. Russell Hardin

Chair

John R. Holder

Member

Donna W. Hyland

Chair

John D. Johns (Lead Independent Director)

Member

Jean-Jacques Lafont

Robert C. “Robin” Loudermilk, Jr.

Member

Wendy B. Needham

Chair

Juliette W. Pryor

Member

Darren M. Rebelez

Member

William P. Stengel, II

Member

Charles K. Stevens, III

Member

TOTAL MEETINGS HELD IN 2024

*In connection with the retirements of Messrs. Fayard and Johns and Mses. Camp and Needham, promptly after the 2025 Annual Meeting the Board intends to appoint members of the Board to its Committees to replace the departing directors.

Audit Committee. The Audit Committee’s main role is to assist the Board of Directors with oversight of (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence and (4) the performance of the Company’s internal audit function and independent auditors. As part of its duties, the Audit Committee assists in the oversight of (a) management’s assessment of and reporting on the effectiveness of internal control over financial reporting, (b) the independent auditor’s integrated audit, which includes expressing an opinion on the conformity of the Company’s audited financial statements with United States generally accepted accounting principles, (c) the independent auditor’s audit of the Company’s internal control over financial reporting, which includes expressing an opinion on the effectiveness of the Company’s internal control over financial reporting, (d) the Company’s risk assessment and risk management, and (e) the Company’s cyber security program. (See also “Board Oversight of Risk” above.) The Audit Committee oversees the Company’s accounting and financial reporting processes and has the authority and responsibility for the appointment, retention and oversight of the Company’s independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors. The Audit Committee annually reviews and approves the firm to be engaged as independent auditors for the Company for the next fiscal year, reviews with the independent auditors the plan and results of the audit engagement, reviews the scope and results of the Company’s procedures for internal auditing and monitors the design and maintenance of the Company’s internal accounting controls. Additionally, as noted above, the Audit Committee oversees the Company’s cyber security program and receives regular updates from the Chief Information and Digital Officer and the Chief Information Security Officer on cyber risk and mitigation initiatives including incident response plans and preparedness, reviews of simulations and table top exercises, disaster recovery and business continuity, and cyber awareness and training. The Committee also receives regular updates on the status of the Company's cyber security insurance as well as cyber security program maturity, peer analyses and audit results by third party firms that evaluate the Company's program using the National Institute of Standards and Technology ("NIST") cyber security framework. The Audit Committee Report appears later in this proxy statement. The charter of the Audit Committee is available on the Company’s website at www.genpt.com.

The members of the Audit Committee during 2024 were Wendy Needham (Chair), Elizabeth Camp, Richard Cox, Gary Fayard and Charles Stevens, III. All members of the Audit Committee are independent of the Company and management, as required by the NYSE listing standards and SEC requirements. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the NYSE corporate governance listing standards. During 2024, the Audit Committee held six meetings. The Board of Directors determined that Mses. Needham and Camp and Messrs. Fayard and Stevens, met the requirements adopted by the SEC for qualification as an “audit committee financial

2025 Proxy Statement 16

expert.” If elected to the Board of Directors at the 2025 Annual Meeting, Ms. Laurie Schupmann will be appointed a member of the Audit Committee. The Board of Directors has determines that Ms. Schupmann meets the requirements adopted by the SEC for qualification as an "audit committee financial expert."

Compensation and Human Capital Committee. The Compensation and Human Capital Committee is responsible for (1) determining and evaluating the compensation of the Chief Executive Officer and other executive officers and key employees and approving and monitoring our executive compensation plans, policies, and programs, (2) developing and advising on succession planning for key executive roles within the Company, including the CEO role, and (3) oversight of the Company's corporate culture, talent strategy and human capital management initiatives. The Compensation and Human Capital Committee also periodically reviews and evaluates the risk involved in the Company’s compensation policies and practices and the relationship of such policies and practices to the Company’s overall risk and management of that risk. The current members of the Compensation and Human Capital Committee during 2024 were are Donna Hyland (Chair), John Johns, and John Holder. Under its charter, the Compensation and Human Capital Committee has the authority to delegate its duties and responsibilities to subcommittees as it deems necessary or advisable. The charter of the Compensation and Human Capital Committee is available on the Company’s website at www.genpt.com.

For 2024, the Compensation and Human Capital Committee retained an independent compensation consultant, Meridian Compensation Partners, LLC, ("Meridian") to assist it in its review of executive compensation practices, including the competitiveness of pay levels, design issues, market trends and technical considerations. During the year, Meridian assisted the Compensation and Human Capital Committee with the development of competitive market data for executives and a related assessment of the Company’s executive compensation levels, consulted with the Compensation and Human Capital Committee regarding the Company’s incentive compensation plans, and also provided legislative and regulatory updates and guidance regarding reporting of executive compensation under the SEC’s proxy disclosure rules. Our President and Chief Executive Officer, with input from our Executive Vice President and Chief Financial Officer, Executive Vice President and Chief People Officer, and Meridian, recommended to the Compensation and Human Capital Committee base salary, target bonus levels, actual bonus payouts and long-term incentive grants for our senior executives that were backed by market data and were aligned with the Company's talent and business strategies. The Compensation and Human Capital Committee considered, discussed, modified as appropriate, and took action on such proposals. The Compensation and Human Capital Committee has agreed that Meridian will play a similar role for 2025.

The Compensation and Human Capital Committee annually considers whether the work of any compensation consultant raised any conflict of interest. For 2024, the Compensation and Human Capital Committee considered various factors, including the six factors mandated by SEC rules, and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Meridian. The Compensation and Human Capital Committee also considers the six independence factors mandated by SEC rules before engaging any other compensation advisers.

Nominating and ESG Committee. The Nominating and ESG Committee is responsible for (1) identifying and evaluating potential director nominees for election to the Board and recommending candidates for consideration by the Board and shareholders, (2) developing and recommending to the Board a set of Corporate Governance Guidelines, as well as periodically reevaluating those Corporate Governance Guidelines, (3) overseeing and guiding the strategy of the Company's sustainability and governance initiatives, (4) overseeing the evaluation of the Board of Directors. The members of the Nominating and ESG Committee during 2024 were Russ Hardin (Chair), Robin Loudermilk, Juliette Pryor, and Darren Rebelez. The charter of the Nominating and ESG Committee is available on the Company’s website at www.genpt.com.

Executive Committee. The Executive Committee is authorized, to the extent permitted by law, to act on behalf of the Board of Directors on all matters that may arise between regular meetings of the Board upon which the Board of Directors would be authorized to act. The members of the Executive Committee during 2024 were Paul Donahue (Chair), John Johns, Wendy Needham and William P. Stengel, II.

2025 Proxy Statement 17

Security Ownership of Certain Beneficial Owners

The following table sets forth information as of February 19, 2025, as to all persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding common stock of the Company.


Title of Class	Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class
Common Stock, $1.00 par value	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	17,549,163(1)	12.6%
Common Stock, $1.00 par value	Blackrock, Inc. 50 Hudson Yards New York, NY 10001	10,598,412(2)	7.6%
Common Stock, $1.00 par value	State Street Corporation State Street Financial Center 1 Congress Street, Suite Boston, MA 02114	7,974,228(3)	5.7%

(1) This information is based upon information included in a Schedule 13G/A filed on February 13, 2024 by The Vanguard Group. The Vanguard Group reports shared voting power with respect to 178,678 shares, sole dispositive power with respect to 16,931,912 shares and shared dispositive power with respect to 617,251 shares.

(2) This information is based upon information included in a Schedule 13G/A filed on January 26, 2024 by Blackrock, Inc. Blackrock, Inc. reports sole voting power with respect to 9,423,649 shares and sole dispositive power with respect to all 10,598,412 shares. According to the filing, the reported shares are held by Blackrock, Inc. through subsidiaries.

(3) This information is based upon information included in a Schedule 13G filed on January 29, 2024 by State Street Corporation. State Street Corporation reports shared voting power with respect to 5,518,881 and shared dispositive power with respect to 7,969,652 shares. According to the filing, the reported shares are held by State Street Corporation through subsidiaries.

2025 Proxy Statement 18

Security Ownership of Management

Based on information provided to the Company by the named persons, set forth in the table below is information regarding the beneficial ownership of common stock of the Company held by the Company’s directors and director nominees, the named executive officers (as defined in “Executive Compensation” below) and all directors, director nominees and executive officers of the Company as a group as of February 19, 2025:


Director/Nominee/Executive Officer	Shares of Common Stock Beneficially Owned(1)	Percentage of Common Stock Outstanding
Randall P. Breaux	20,619(2)	*
Elizabeth W. Camp	15,309(3)	*
Richard Cox, Jr.	12,387(4)	*
Paul D. Donahue	215,136(5)	*
Gary P. Fayard	28,755(6)	*
Christopher T. Galla	3,532(7)	*
P. Russell Hardin	22,841(8)	*
John R. Holder	44,790(9)	*
Donna W. Hyland	23,556(10)	*
John D. Johns	57,668(11)	*
Jean-Jacques Lafont	15,799(12)	*
Robin C. Loudermilk	56,493(13)	*
Naveen Krishna	7,113(14)	*
Bert Nappier	10,604(15)	*
Wendy B. Needham	8,288(16)	*
James R. Neill	—	*
Juliette W. Pryor	8,433(17)	*
Darren M. Rebelez	2,042(18)	*
Laurie Schupmann	—	*
William P. Stengel, II	22,887(19)	*
Charles K. Stevens, III	1,225(20)	*
Directors, Nominees, and Executive Officers as a Group (21 persons)	577,477(21)	*

* Less than 1%

(1) Information relating to the beneficial ownership of Common Stock by directors and executive officers is based upon information furnished by each such individual using “beneficial ownership” concepts set forth in rules promulgated by the SEC. Except as indicated in other footnotes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares set forth by their names. The table includes, in some instances, shares in which members of a director’s or executive officer’s immediate family or trusts or foundations established by them have a beneficial interest and as to which the director or executive officer disclaims beneficial ownership.

(2) Does not include 8,462 unvested restricted stock units and 20,714 unvested performance restricted stock units.

(3) Includes 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement.

(4) Includes 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 4,099 shares of Common Stock equivalents held in Mr. Cox’s stock account under the Directors’ Deferred Compensation Plan.

(5) Includes 19,730 shares subject to stock appreciation rights that are currently exercisable and 82,951 shares held in a family trust. Does not include 28,839 unvested restricted stock units and 86,141 unvested performance restricted stock units.

(6) Includes 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 9,960 shares of Common Stock equivalents held in Mr. Fayard’s stock account under the Directors’ Deferred Compensation Plan.

(7) Does not include 3,548 unvested restricted stock units and 6,951 unvested performance restricted stock units.

(8) Includes (i) 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 7,010 shares of Common Stock equivalents held in Mr. Hardin’s stock account under the Directors’ Deferred Compensation Plan.

2025 Proxy Statement 19

(9) Includes (i) 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 11,603 shares of Common Stock equivalents held in Mr. Holder’s stock account under the Directors’ Deferred Compensation Plan.

(10) Includes (i) 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 8,747 shares of Common Stock equivalents held in Ms. Hyland’s stock account under the Directors’ Deferred Compensation Plan.

(11) Includes (i) 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, (ii) 33,012 shares of Common Stock equivalents held in Mr. Johns' stock account under the Directors’ Deferred Compensation Plan, and (iii) 3,117 shares owned by Mr. Johns’ spouse, as to which Mr. Johns disclaims beneficial ownership.

(12) Includes 5,483 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement.

(13) Includes (i) 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 14,894 shares of Common Stock equivalents held in Mr. Loudermilk’s stock account under the Directors’ Deferred Compensation Plan.

(14) Does not include 6,197 unvested restricted stock units and 15,357 unvested performance restricted stock units.

(15) Does not include 17,509 unvested restricted stock units and 27,292 unvested performance restricted stock units.

(16) Includes 8,288 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement.

(17) Includes (i) 5,483 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement, and (ii) 2,950 shares of Common Stock equivalents held in Ms. Pryor's stock account under the Directors’ Deferred Compensation Plan.

(18) Includes (i) 2,042 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement.

(19) Does not include 20,038 unvested restricted stock units and 44,758 unvested performance restricted stock units.

(20) Includes (i) 1,225 restricted stock units that each represent a right to receive one share of Common Stock on the vesting date, subject to earlier settlement in certain events, including a termination of service as a director by reason of retirement.

(21) Includes (i) 19,730 shares or rights issuable to certain executive officers upon the exercise of stock appreciation rights, and (ii) 49,303 shares held as Common Stock equivalents in directors’ stock accounts under the Directors’ Deferred Compensation Plan.

2025 Proxy Statement 20

Executive Compensation

Compensation Discussion and Analysis

In this section, an overview and analysis is provided of our executive compensation programs and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Later in this proxy statement under the heading “Additional Information Regarding Executive Compensation” is a series of tables containing specific information about the compensation earned or paid in 2024 to the following individuals, who are referred to as our "named executive officers" or "NEOs":



Paul D. Donahue, Retired Chief Executive Officer; Now Serving as Non- Executive Chairman	William P. Stengel, II President & Chief Executive Officer	Bert Nappier, Executive Vice President & Chief Financial Officer

Randall P. Breaux, GPC Group President, North America	Naveen Krishna, Executive Vice President & Chief Information & Digital Officer	Christopher T. Galla, Senior Vice President, General Counsel and Corporate Secretary

	James R. Neill, Retired Executive Vice President & Chief Human Resources Officer

On April 29, 2024, we announced that Mr. Paul Donahue would retire as Chief Executive Officer of the Company, effective as of June 3, 2024, while continuing his service as Executive Chairman. Effective as of January 1, 2025, Mr. Donahue transitioned from Executive Chairman to Non-Executive Chairman. In connection with Mr. Donahue's retirement, William P. Stengel, II, succeeded Mr. Donahue as President and Chief Executive Officer of the Company and was appointed as a member of the Board of Directors effective June 3, 2024. Additionally, on March 25, 2024, we announced that Mr. James R. Neill would retire as Executive Vice President and Chief Human Resources Officer of the Company, effective as of April 30, 2024, and following his retirement, Mr. Neill remained as a consultant to the Company through September 30, 2024, in order to assist in an orderly transition.

The discussion below is intended to explain the information provided in the detailed compensation tables at the end of this section in order to put that information into context within the Company’s overall compensation program.

2024 In Brief

During 2024, the Compensation and Human Capital Committee (the "Committee") took actions consistent with our pay-for-performance program in order for actual compensation earned by executives to reflect the performance of the Company. Highlights of our performance for 2024 are as follows:

• Trade sales of $23.6 billion, down 3.4% from prior year, and 98% of our annual incentive target.

•Adjusted EBITDA of $2.0 billion which was 88% of our annual incentive target.

2025 Proxy Statement 21

•The working capital goal for 2024 was achieved.

•While one-year total shareholder return in 2024 was down 13%, our annualized five and seven-year returns were 5% and 6%, respectively.

•In 2024, the Company made significant progress with its initiative to own more stores in priority markets in its US Automotive business. Specifically, the Company acquired over 500 stores in 2024, primarily from our independent owners, including the acquisition of our two largest independent owner groups, Motor Parts & Equipment Corporation and Walker Automotive Supply.

Annual Incentive Plan Payouts

As a result of the above and other performance results, 2024 annual incentive payouts were below target.

• Payouts of 2024 annual incentive awards for Messrs. Donahue, Stengel, Nappier, Krishna, Galla and Neill were 83% of the total target amount, based on the Company’s 2024 Adjusted EBITDA of $1,996,502,000, or 88% of the target amount, trade sales of $23,597,104,000, or 98% of the target amount, and the working capital goal was met. Mr. Neill's award was prorated through September 30, 2024, to reflect the portion of the year that Mr. Neill was employed by, or served as a consultant to, the Company.

• Payout of Mr. Breaux's 2024 annual incentive award was 77% of the total target amount. This award was earned based on the 2024 Adjusted EBITDA of North America (which consisted of consolidated results for U.S. Automotive Group, Motion and UAP) of $1,763,875,000, or 88% of the target amount, trade sales of $17,390,701,000, or 96% of the target amount, and the working capital goal was met.

2024 Pay Opportunities

In early 2024, the Committee evaluated the base salaries and target compensation opportunities of the executive officers as a group relative to the size-adjusted 50th percentile of market data. Based on this review, the Committee approved base salary increases of 3% for all named executive officers, except Mr. Nappier and Mr. Galla, who received adjustments to their base salaries and annual incentive plan targets in consideration of gaps in their respective pay opportunities relative to market data, and expansion of their responsibilities. Effective June 1, 2024, to recognize his new role as President and Chief Executive Officer Mr. Stengel received a base salary increase of 27%, along with an increase in his annual bonus target to 145% of his base salary.

Long-term incentive awards were granted to our executive officers in the form of Performance Restricted Stock Units ("PRSUs") and Restricted Stock Units ("RSUs").

•Payouts for PRSUs granted in 2024 are based on achievement of a cumulative three-year Adjusted EBITDA target and a three-year average Return on Invested Capital (ROIC) target and have a three-year cliff vesting period.

•RSUs vest annually over a three-year period, with one third of RSUs vesting on each anniversary of the grant date.

Best Practices

Our compensation programs are designed to reflect a “best practices” approach to pay and governance:

• We evaluate the competitiveness of target pay opportunities for base salary, target bonus and long-term incentives as a group relative to the size-adjusted 50th percentile of the market data.

• Our long-term incentives have meaningful vesting requirements, with RSUs vesting annually over a three-year period and PRSUs vesting based on achievement of performance goals over a three-year performance period.

• A high percentage of our CEO and NEO's compensation is performance-based and/or tied to stock price.

• Meaningful stock ownership guidelines that align our executive officers' long-term interests with those of our shareholders.

• An ability to clawback incentive-based awards under the Company's clawback policy.

• We have no tax gross-ups for perquisites or benefits other than relocation.

• We have never re-priced long term incentive awards.

• We pay dividend equivalents on performance-based restricted stock units only to the extent such units are earned through performance.

• We have instituted anti-hedging and anti-pledging policies.

2025 Proxy Statement 22

• We have no employment contracts or guaranteed severance arrangements with named executive officers other than our “double-trigger” change in control agreements, which provide severance benefits upon a qualifying termination following a change in control.

• Our change-in-control agreements with the named executive officers do not provide for any excise tax gross ups.

• Grants of long-term incentives are subject to “double-trigger” vesting upon a change in control.

Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation

At the 2024 Annual Meeting of Shareholders, approximately 92% of the shares present and entitled to vote were cast in support of the compensation of the Company’s named executive officers.

The Board and the Committee considered the strong shareholder support of the compensation paid to our named executive officers evidenced by the results of this advisory vote, and anticipate maintaining the core structure of our executive compensation program for 2025. Future advisory votes on executive compensation will continue to serve as an important tool to guide the Board and the Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its shareholders.

Compensation Philosophy and Objectives

Our overall goal in compensating executive officers is to attract, retain and motivate key executives of superior ability who are critical to our future success. We believe that short-term and long-term incentive compensation opportunities provided to executive officers should be directly aligned with our performance, and our compensation is structured to ensure that a significant portion of executives’ compensation opportunities is directly related to achievement of financial and operational goals and other factors that increase shareholder value.

Our compensation decisions with respect to executive officer salaries, short-term and long-term incentive compensation opportunities are influenced by (a) the executive’s level of responsibility and function within the Company, (b) the overall performance and profitability of the Company, (c) our assessment of the competitive marketplace, including other peer companies, and (d) the economic environment. Our philosophy is to focus on total direct compensation opportunities through a mix of base salary, annual cash bonus and long-term incentives, including stock-based awards.

We also believe that the best way to directly align the interests of our executives with the interests of our shareholders is to make sure that our executives acquire and retain a significant level of stock ownership throughout their tenure with the Company. Our compensation program pursues this objective in two ways: through our equity-based long-term incentive awards and our stock ownership guidelines for our senior executives, as described in more detail below.

2024 Variable versus Fixed Compensation

The following charts show the allocation of the current CEO's and other NEOs' 2024 base salary and short-term and long-term incentive compensation opportunities between fixed and performance-based compensation (at the target levels).

2025 Proxy Statement 23

2024 Short-Term versus Long-Term Incentive Compensation:

The following table reflects each NEO's short-term and long-term incentive compensation opportunities (each at the target level) as a percentage of each NEO's base salary.


Name	Short-Term Incentive Opportunity	Long-Term Incentive Opportunity
Donahue(1)	145%	402%
Stengel(2)	126%	550%
Nappier	90%	301%
Breaux	100%	250%
Krishna	80%	231%
Galla	75%	226%
Neill(3)	75%	0%

(1) In connection with his retirement as the Company's Chief Executive Officer, Mr. Donahue remained eligible to receive his short-term and long-term incentive opportunities, in each case, based on the Company's actual performance.

(2) Mr. Stengel's target short-term incentive opportunity was 100% of base salary, prorated for the time in his role as the Company's President and Chief Operating Officer from January through May and 145% of base salary, prorated for the time in his role as the Company's President and Chief Executive Officer, from June through December. Mr. Stengel's long-term incentive target value was also increased in connection with his appointment as the Company's President and Chief Executive Officer.

(3) Given his retirement, Mr. Neill did not receive a long-term incentive award in 2024.

Overview of Executive Compensation Components

The Company’s executive compensation program consists of several compensation elements, as described in the table below.


Pay Element	What the Pay Element is Designed to Reward	Objective of the Pay Element	Why We Choose to Pay Each Element
Base Salary	Core competence in the executive role relative to skills, experience and contributions to the Company	Provide fixed compensation based on competitive market practice	Provide a standard element of competitive market pay
Annual Cash Incentive	Contributions toward the Company’s achievement of specified Adjusted EBITDA, trade sales and working capital goals	Provide annual performance-based cash based on meeting critical annual goals that lead to our long-term success	Motivate achievement of critical annual performance goals
Long-Term Incentives	Performance Restricted Stock Units (PRSUs): • Adjusted EBITDA and ROIC performance determine the number of PRSUs that are earned • Focus on the Company’s stock price performance • Continued employment with the Company during the three-year performance and vesting period Restricted Stock Units (RSUs): • Focus on the Company’s stock price performance • Continued employment with the Company during a three- year graded vesting period	The combination of RSUs and PRSUs provides a blended long-term focus on: • Sustained stock price performance • Achievement of Adjusted EBITDA and ROIC targets • Executive ownership of our stock • Executive retention in a challenging business environment and competitive labor market	Align executives’ interests with those of shareholders and enhance their retention
Retirement Benefits Plans are described in detail later in this proxy statement under the heading “Additional Information Regarding Executive Compensation”	Executives are eligible to participate in employee benefit plans available to all employees as well as: • Tax Deferred Savings Plan: Rewards saving for retirement • Supplemental Retirement Plan (SRP): Provides executive retirement benefits and rewards executives for continued employment	• Tax Deferred Savings Plan: Provide a voluntary tax-deferred retirement savings vehicle for our executive officers • SRP: Provide additional non-qualified retirement benefits for our executive officers	Provide an opportunity for executives to receive additional non-qualified retirement benefits without the impact of limitations on compensation and contributions applicable to qualified retirement plans under the IRS Code

2025 Proxy Statement 24


Pay Element	What the Pay Element is Designed to Reward	Objective of the Pay Element	Why We Choose to Pay Each Element
Welfare Benefits	• Executives participate in medical, health, life insurance and disability plans generally available to our employees • Continuation of welfare benefits may occur as part of severance upon certain terminations of employment

SEC Form DEF 14A filed by Genuine Parts Company