AutoZone Inc.

Larry M. Roesel joined AutoZone as Senior Vice President - Commercial in March 2007. Mr. Roesel came to AutoZone with more than thirty years of experience with OfficeMax, Inc. and its predecessor, where he served in operations, sales and general management.

Harry L. Goldsmith was elected Executive Vice President, Secretary, General Counsel, and Loss Prevention in 2005. Previously he was Senior Vice President, General Counsel and Secretary from 1996 to 2005, and Vice President, General Counsel from 1993 to 1996.

James A. Shea was elected Executive Vice President Merchandising and Marketing during fiscal 2005. He was President and Co-founder of Drop Shop Store during 2004. Prior to 2004, he was Chief Executive Officer of Party City from 1999 to 2003. From 1995 to 1999, he was President of Lechter's Housewares.

Bradley W. Bacon was elected Executive Vice President-Store Operations and Commercial in fiscal 2005. Previously, Mr. Bacon held the positions of Senior Vice President - Retail Operation and Vice President-General Manager, Retail Operations since joining AutoZone in fiscal 2003. Prior to that time, he was Executive Vice President - Operations for Tops Markets LLC since 2000 and was Senior Vice President- Operations for First National Supermarkets from 1996 to 1999.

Lisa R. Kranc was elected Senior Vice President–Marketing during fiscal 2001. Previously, she was Vice President–Marketing for Hannaford Bros. Co., a Maine-based grocery chain, since 1997, and was Senior Vice President–Marketing for Bruno’s, Inc., from 1996 to 1997. Prior to 1997, she was Vice President Marketing for Giant Eagle, Inc. since 1992.

Mark Finestone was elected Senior Vice President of Merchandising in fiscal 2008. Previously he was Vice President of Merchandising with responsibility for the Tune-Up and Minor Repair teams. Mr. Finestone joined AutoZone in 2002. Prior to AutoZone he was with May Department Stores, Kaufmann's Division for 19 years where he held a number of leadership positions including Vice President - DMM. Mr. Finestone holds a Bachelor of Science from Carnegie Mellon University and is also ASE certified.

Thomas B. Newbern was elected Senior Vice President - Store Operations in March 2007. Previously, Mr. Newbern held the title Vice President Store Operations for AutoZone since 1998. A twenty-one year AutoZoner, he has held several key management positions with the Company.

Timothy W. Briggs was elected Senior Vice President in 2005. From 2002 to 2005, he held the positions of Vice President, Organization Development and Vice President, Field Human Resources. Prior to AutoZone, Tim held the position of Vice President, Human Resources for Limited, Inc.

Charlie Pleas, III, was elected Senior Vice President and Controller during fiscal 2007. Previously, he was Vice President, Controller since 2003, and before that Vice President-Accounting since 2000, and Director of General Accounting since 1996. Prior to that, Mr. Pleas was a Division Controller with Fleming Companies, Inc. where he served in various capacities from 1988.

Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm of Holland & Knight. He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001. His fields of expertise include corporations, securities regulation and corporate governance. He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a Visiting Professor at the University of Illinois College of Law, the Cornell Law School, and the University of Maryland School of Law, and is a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and a member of the American Law Institute. Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning and Director Evaluation, was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity, and presently serves on that organization’s Advisory Council. He was Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and a member of its Committee on Corporate Laws. Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, a director of Circon Corporation, a medical products maker; Sunbeam Corporation, the consumer products manufacturer; Nuevo Energy Company, an independent oil and natural gas producer, the Investor Responsibility Research Center, a non-profit corporate governance research organization, Alderwoods Group, an international death care services provider and is presently, a member of the Board of Directors of AutoZone, Inc., the national automobile parts retailer, HealthSouth Corporation, a healthcare services provider. 

Until 2002, George R. Mrkonic was Vice Chairman of Borders Group, Inc., (BGI) the second largest book retailer in the U.S. He joined BGI in 1994 as President and Vice Chairman. Mr. Mrkonic began his retail career in 1978 and has led several retail companies including Herman's Sporting Goods, Eyelab and Kmart's Specialty Retailing Group. He acquired Borders for Kmart in 1992, merged it with Waldenbooks and subsequently took the combined entity public in 1995. Mr. Mrkonic led Borders international growth, which now includes strong positions in the United Kingdom, Australia, Singapore and New Zealand. Mr. Mrkonic is Chairman of Paperchase (a UK gifts and stationery retailer), Lead Director of Guitar Center, Inc. and a director of a variety of other retail and consumer-oriented companies. Mr. Mrkonic graduated from Stanford University in 1974 with an MA and BA in Economics, and received an MBA from Harvard Graduate School of Business Administration in 1978.

Luis P. Nieto, Jr., 53, is President, Consumer Foods for ConAgra Foods Inc., one of the largest packaged foods companies in North America. Prior to joining ConAgra, Mr. Nieto was President and Chief Executive Officer of the Federated Group, a leading private label supplier to the retail grocery and foodservice industries from 2002 to 2005. From 2000 to 2002, he served as President of the National Refrigerated Products Group of Dean Foods Company. Prior to joining Dean Foods, Mr. Nieto held positions in brand management and strategic planning with Mission Foods, Kraft Foods and the Quaker Oats Company. Mr. Nieto was elected to the Board of Directors in February 2007 and is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Mr. Nieto is a member of the University of Chicago's College Visiting Committee.

N. Gerry House, 58, has been a Director since 1996. She has been the President and Chief Executive Officer of the Institute for Student Achievement since 2000. Previously, she was the Superintendent of the Memphis, Tennessee City School System since 1992.

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Mr. Robert R. Grusky is the Founder and Managing Member of Hope Capital Management, LLC, an investment manager, since 2000. He co-founded New Mountain Capital, LLC, a private equity firm, in 2000 and was a Principal and Member from 2000 to 2005, and has been a Senior Advisor since then. From 1998 to 2000, Mr. Grusky served as President of RSL Investments Corporation. From 1985 to 1997, with the exception of 1990 to 1991 when he was on a leave of absence to serve as a White House Fellow and Assistant for Special Projects to the Secretary of Defense, Mr. Grusky served in a variety of capacities at Goldman, Sachs & Co., first in its Mergers & Acquisitions Department and then in its Principal Investment Area. He is also on the Board of Directors of AutoNation, Inc., and AutoZone, Inc., as well as a member of the Board of Trustees of Hackley School. Mr. Grusky has served on the Board since 2001, and is a member of the Audit Committee of the Board. He holds a bachelor s degree in history from Union College and an MBA from Harvard University. Mr. Robert L. Johnson is the Founder and Chairman of The RLJ Companies, which owns or holds interests in companies operating in the banking/financial services, real estate, hospitality, professional sports, film production, gaming and automotive industries. Mr. Johnson is the founder of Black Entertainment Television (BET), a subsidiary of Viacom and the leading African-American operated media and entertainment company in the United States, and served as its Chief Executive Officer until January 2006. In 2002, Mr. Johnson became the first African-American majority owner of a major sports franchise, the Charlotte Bobcats of the NBA. From 1976 to 1979, he served as Vice President of Governmental Relations for the National Cable & Telecommunications Association (NCTA). Mr. Johnson also served as Press Secretary for the Honorable Walter E. Fauntroy, Congressional Delegate from the District of Columbia. He also serves on the following boards: KB Home, Lowe s Companies, Inc., NBA Board of Governors, Deutsche Bank Advisory Committee, The Business Council, The Johns Hopkins University, and the Smithsonian Institution s National Museum of African American History and Culture. Mr. Johnson has served on the Board since 2003, and is a member of the Compensation Committee of the Board. He holds a bachelor s degree in social studies from the University of Illinois and a master s degree in international affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University.

Sue E. Gove has been an independent consultant since April 2006, serving clients in specialty retail and private equity. She has been a member of the Board of Directors of AutoZone, Inc. since 2005 and also serves on its audit committee and nominating and governance committee. She was Executive Vice President and Chief Operating Officer of Zale Corporation from 2002 to March 2006 and a director of Zale Corporation from 2004 to 2006. She was Executive Vice President, Chief Financial Officer of Zale Corporation from 1998 to 2002 and remained in the position of Chief Financial Officer until 2003.

Theodore W. Ullyot , 41, has been a director since December 2006. He has been the Vice President and General Counsel of Facebook, Inc. since October 2008. Previously, Mr. Ullyot was a partner in the Washington, D.C. office of Kirkland & Ellis LLP from May 2008 through October 2008. He was the Executive Vice President and General Counsel of ESL Investments, Inc., a private investment firm, from October 2005 to April 2008. Mr. Ullyot served in the George W. Bush Administration from January 2003 to October 2005, including as Chief of Staff at The Department of Justice and as a Deputy Assistant and an Associate Counsel to the President of the United States. Earlier in his career, he was General Counsel of AOL Time Warner Europe, an attorney at Kirkland & Ellis LLP, and a law clerk to Supreme Court Justice Antonin Scalia.