Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | DEF 14A |
Entity Registrant Name | O Reilly Automotive Inc |
Entity Central Index Key | 0000898173 |
Amendment Flag | false |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Average Value of Initial Fixed $100 Summary Average Investment Based On: Summary Compensation Compensation Peer Group Compensation Compensation Table Total Actually Paid Total Total Table Total Actually Paid for Non-PEO to Non-PEO Shareholder Shareholder Operating for PEO to PEO (d)(e) NEOs NEOs (f)(g) Return Return (h) Net Income Income Year ($) ($) ($) ($) ($) ($) ($) ($) 2022 (a) 5,477,351 8,519,969 2,201,556 3,340,752 193 112 2,172,650,000 2,954,491,000 2021 (b) 12,764,271 19,042,393 4,150,852 5,926,087 161 173 2,164,685,000 2,917,168,000 2020 (c) 8,990,958 9,135,920 3,266,357 3,273,105 103 145 1,752,302,000 2,419,336,000 (a) For 2022, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Jeremy Fletcher, Brent Kirby and Tom McFall. Effective May 9, 2022, Jeremy Fletcher was promoted to Executive Vice President and Chief Financial Officer, and at that time, Tom McFall’s title changed from Executive Vice President and Chief Financial Officer to Executive Vice President. (b) For 2021, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent Kirby, Tom McFall and Jeff M. Shaw. (c) For 2020, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Tom McFall and Jeff M. Shaw. (d) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “ Summary Compensation Table ,” for the PEO for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Compensation Actually Paid to PEO” column of the “ Pay Versus Performance ” table. There was no change in pension values for the years ended December 31, 2022, 2021 and 2020, as the Company did not offer a pension plan. Grant Date Change in Fair Value as Total Equity Fair Value of Year-End Value Change in Fair Value as of the Vesting Date of Value Equity Awards of Equity Awards of Year-End of Any Prior Any Prior Year Awards Reflected in Granted During Granted During Year Awards that Remain the Vested During Compensation Applicable Year Applicable Year Unvested as of Year-End Applicable Year Actually Paid Year ($) ($) ($) ($) ($) 2022 (1,425,055) 2,669,294 2,461,678 (663,299) 3,042,618 2021 (1,349,999) 3,186,484 4,659,462 (217,825) 6,278,122 2020 (1,249,949) 1,514,108 301,086 (420,283) 144,962 (e) The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in compensation actually paid to PEO: December 31, 2022 2021 2020 Risk free interest rate 3.09 % 1.02 % 0.65 % Expected life 7.1 Years 7.0 Years 7.0 Years Expected volatility 29.6 % 29.7 % 29.3 % Expected dividend yield — % — % — % (f) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “ Summary Compensation Table ,” for the non-PEO NEOs for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Average Compensation Actually Paid to non-PEO NEOs” column of the “ Pay Versus Performance ” table. There was no change in pension values for the years ended December 31, 2022, 2021 and 2020, as the Company did not offer a pension plan. Grant Date Year-End Change in Fair Value Change in Fair Value Total Fair Value of Value of as of Year-End as of the Vesting Date Equity Value Equity Awards Equity Awards of Any Prior Year of Any Prior Year Reflected in Granted During Granted During Awards that Remain Awards that Vested Compensation Applicable Year Applicable Year Unvested as of Year-End During Applicable Year Actually Paid Year ($) ($) ($) ($) ($) 2022 (989,596) 1,747,461 471,834 (90,504) 1,139,196 2021 (479,515) 1,039,838 1,217,694 (2,782) 1,775,235 2020 (578,083) 677,148 105,700 (198,017) 6,748 (g) The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in average compensation actually paid to non-PEO NEOs: December 31, 2022 2021 2020 Risk free interest rate 3.12 % 1.00 % 0.69 % Expected life 7.2 Years 7.0 Years 6.9 Years Expected volatility 29.5 % 29.6 % 29.2 % Expected dividend yield — % — % — % (h) Peer Group is the Standard and Poor’s S&P 500 Retail Index used for purposes of Item 201(e) of Regulation S-K. Please see Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” included on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for further discussion of its peer group. | ||
Company Selected Measure Name | Operating Income | ||
Named Executive Officers, Footnote [Text Block] | (a) For 2022, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Jeremy Fletcher, Brent Kirby and Tom McFall. Effective May 9, 2022, Jeremy Fletcher was promoted to Executive Vice President and Chief Financial Officer, and at that time, Tom McFall’s title changed from Executive Vice President and Chief Financial Officer to Executive Vice President. | (b) For 2021, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Brad Beckham, Brent Kirby, Tom McFall and Jeff M. Shaw. | (c) For 2020, Gregory D. Johnson was the PEO and non-PEO NEOs included Greg Henslee, David O’Reilly, Tom McFall and Jeff M. Shaw. |
Peer Group Issuers, Footnote [Text Block] | (h) Peer Group is the Standard and Poor’s S&P 500 Retail Index used for purposes of Item 201(e) of Regulation S-K. Please see Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” included on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for further discussion of its peer group. | ||
PEO Total Compensation Amount | $ 5,477,351 | $ 12,764,271 | $ 8,990,958 |
PEO Actually Paid Compensation Amount | $ 8,519,969 | 19,042,393 | 9,135,920 |
Adjustment To PEO Compensation, Footnote [Text Block] | (d) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “ Summary Compensation Table ,” for the PEO for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Compensation Actually Paid to PEO” column of the “ Pay Versus Performance ” table. There was no change in pension values for the years ended December 31, 2022, 2021 and 2020, as the Company did not offer a pension plan. Grant Date Change in Fair Value as Total Equity Fair Value of Year-End Value Change in Fair Value as of the Vesting Date of Value Equity Awards of Equity Awards of Year-End of Any Prior Any Prior Year Awards Reflected in Granted During Granted During Year Awards that Remain the Vested During Compensation Applicable Year Applicable Year Unvested as of Year-End Applicable Year Actually Paid Year ($) ($) ($) ($) ($) 2022 (1,425,055) 2,669,294 2,461,678 (663,299) 3,042,618 2021 (1,349,999) 3,186,484 4,659,462 (217,825) 6,278,122 2020 (1,249,949) 1,514,108 301,086 (420,283) 144,962 (e) The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in compensation actually paid to PEO: December 31, 2022 2021 2020 Risk free interest rate 3.09 % 1.02 % 0.65 % Expected life 7.1 Years 7.0 Years 7.0 Years Expected volatility 29.6 % 29.7 % 29.3 % Expected dividend yield — % — % — % | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,201,556 | 4,150,852 | 3,266,357 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,340,752 | 5,926,087 | 3,273,105 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (f) The amounts in the following table represent each of the amounts deducted from and added to the equity award values, as presented in the “ Summary Compensation Table ,” for the non-PEO NEOs for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the “Average Compensation Actually Paid to non-PEO NEOs” column of the “ Pay Versus Performance ” table. There was no change in pension values for the years ended December 31, 2022, 2021 and 2020, as the Company did not offer a pension plan. Grant Date Year-End Change in Fair Value Change in Fair Value Total Fair Value of Value of as of Year-End as of the Vesting Date Equity Value Equity Awards Equity Awards of Any Prior Year of Any Prior Year Reflected in Granted During Granted During Awards that Remain Awards that Vested Compensation Applicable Year Applicable Year Unvested as of Year-End During Applicable Year Actually Paid Year ($) ($) ($) ($) ($) 2022 (989,596) 1,747,461 471,834 (90,504) 1,139,196 2021 (479,515) 1,039,838 1,217,694 (2,782) 1,775,235 2020 (578,083) 677,148 105,700 (198,017) 6,748 (g) The table below identifies the weighted-average assumptions used in the Black-Scholes option pricing model for valuing option awards included in average compensation actually paid to non-PEO NEOs: December 31, 2022 2021 2020 Risk free interest rate 3.12 % 1.00 % 0.69 % Expected life 7.2 Years 7.0 Years 6.9 Years Expected volatility 29.5 % 29.6 % 29.2 % Expected dividend yield — % — % — % | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the non-PEO NEOs to the Company’s total shareholder return, value of initial fixed $100 investment, for the three most recently completed fiscal years: | ||
Compensation Actually Paid vs. Net Income [Text Block] | Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the non-PEO NEOs to the Company’s financial performance measures, Net Income and Operating Income, for the three most recently completed fiscal years: | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Below shows the graphical description of the relationship between “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the non-PEO NEOs to the Company’s financial performance measures, Net Income and Operating Income, for the three most recently completed fiscal years: | ||
Total Shareholder Return Vs Peer Group [Text Block] | Below shows the graphical description of the relationship between the Company’s total shareholder return and its peer group total shareholder return, value of initial fixed $100 investment, for the three most recently completed fiscal years: | ||
Tabular List [Table Text Block] | Below, in an unranked order, are the most important financial performance measures used to link executive compensation actually paid to the Company’s NEOs, except Greg Henslee and David O’Reilly, to the Company’s performance for the year ended December 31, 2022, as further described in the “ Compensation Discussion and Analysis Most Important Performance Measures Comparable Store Sales Operating Income Return on Invested Capital Free Cash Flow | ||
Total Shareholder Return Amount | $ 193 | 161 | 103 |
Peer Group Total Shareholder Return Amount | 112 | 173 | 145 |
Net Income (Loss) | $ 2,172,650,000 | $ 2,164,685,000 | $ 1,752,302,000 |
Company Selected Measure Amount | 2,954,491,000 | 2,917,168,000 | 2,419,336,000 |
PEO Name | Gregory D. Johnson | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Comparable Store Sales | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Operating Income | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Invested Capital | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Free Cash Flow | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Change in pension value | $ 0 | $ 0 | $ 0 |
Risk free interest rate | 3.09% | 1.02% | 0.65% |
Expected volatility | 29.60% | 29.70% | 29.30% |
Expected life | 7 years 1 month 6 days | 7 years | 7 years |
Expected dividend yield | 0% | 0% | 0% |
PEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (1,425,055) | $ (1,349,999) | $ (1,249,949) |
PEO [Member] | Year-End Value of Equity Awards Granted During Applicable Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,669,294 | 3,186,484 | 1,514,108 |
PEO [Member] | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,461,678 | 4,659,462 | 301,086 |
PEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Awards the Vested During Applicable Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (663,299) | (217,825) | (420,283) |
PEO [Member] | Total Equity Value Reflected in Compensation Actually Paid | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,042,618 | 6,278,122 | 144,962 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Change in pension value | $ 0 | $ 0 | $ 0 |
Risk free interest rate | 3.12% | 1% | 0.69% |
Expected volatility | 29.50% | 29.60% | 29.20% |
Expected life | 7 years 2 months 12 days | 7 years | 6 years 10 months 24 days |
Expected dividend yield | 0% | 0% | 0% |
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (989,596) | $ (479,515) | $ (578,083) |
Non-PEO NEO [Member] | Year-End Value of Equity Awards Granted During Applicable Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,747,461 | 1,039,838 | 677,148 |
Non-PEO NEO [Member] | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 471,834 | 1,217,694 | 105,700 |
Non-PEO NEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Awards the Vested During Applicable Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (90,504) | (2,782) | (198,017) |
Non-PEO NEO [Member] | Total Equity Value Reflected in Compensation Actually Paid | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 1,139,196 | $ 1,775,235 | $ 6,748 |