Pinterest : Notice of 2026 Annual Meeting of Stockholders 2026 Annual Meeting Proxy
PINS
Published on 05/13/2026 at 09:16 am EDT
2026 Proxy Statement
to be held on May 13, 2026 Penske Automotive Group, Inc.
Dear Fellow Stockholder:
We are a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. Our business benefits from a diversified revenue and gross profit mix from our automotive retail and commercial truck dealerships across many geographies, our commercial vehicle distribution and power systems operations, and returns relating to our joint venture investments most notably, Penske Transportation Solutions. While the recently completed year presented several challenges, Penske Automotive Group navigated through, delivering another strong year of financial results.
During 2025, Penske Automotive Group:
Delivered over 485,000 new and used vehicles and nearly 19,000 new and used commercial trucks
Generated $31.8 billion in revenue
Generated $1.3 billion in earnings before taxes, $938 million in net income and earnings per share of $14.13
Continued to grow our business by completing acquisitions or open points representing $1.6 billion in expected annualized revenue, including expanding automotive operations in the U.S. and Italy
Increased the cash dividend paid to shareholders each quarter
Repurchased 1.2 million shares of our outstanding common stock, representing 1.8% of our outstanding shares, for
$182 million
Published our updated Sustainability and Performance Report highlighting our strategies, activities, metrics and performance
The Company's strong balance sheet, cash flow generation, and best in class leverage continue to support our flexible capital allocation approach. While the retail automotive and commercial truck industries continue to evolve, new products, improving technology and our commitment to exceed expectations are expected to propel our business forward. We will focus on implementing changing technologies, adapting our processes and driving operational excellence.
We will once again hold our annual meeting exclusively by remote means this year. We encourage you to participate in the meeting, following the instructions within this proxy statement. We ask that you cast your vote as soon as possible to assure your shares are represented at the meeting.
Our success continues to be driven by our approximately 27,400 team members and their unwavering dedication and commitment to exceeding the expectations of our customers through best-in-class customer service and the highest level of integrity.
We thank you and appreciate your continued support.
Sincerely,
/s/ Roger S. Penske Roger S. Penske
Chair of the Board and
Chief Executive Officer
Bloomfield Hills, Michigan March 20, 2026
[This page intentionally left blank]
Penske Automotive Group, Inc.
Date: May 13, 2026
Time: 8:00 a.m. Eastern Daylight Time
Virtual Meeting: Virtual Annual Meeting - https://www.virtualshareholdermeeting.com/PAG2026
This year's Annual Meeting will be virtual and held online via a live webcast. We are not holding an in-person meeting. To attend the Annual Meeting, ask questions and examine our list of stockholders, you will need to visit https://www.virtualshareholdermeeting.com/PAG2026, and you will be required to enter the control number on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Log-in for the virtual Annual Meeting begins at 7:45 a.m. Please refer to the ''Attending the Meeting'' section of the proxy statement for more details.
Record date: March 20, 2026. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
Items of business: • To elect twelve directors to serve until the next Annual Meeting
To ratify the selection of Deloitte & Touche LLP as our independent auditor for 2026
To approve, on a non-binding advisory basis, the compensation paid to our named executive officers
INTERNET AVAILABILITY OF PROXY MATERIALS
Your vote is very important. Whether or not you plan to attend the Annual Meeting virtually, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials, the proxy card or voting instruction form you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the ''Questions about the Meeting'' section of the proxy statement for additional information. On March 20, 2026, we expect to release the proxy materials to our stockholders and to send stockholders (other than those stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2025 Annual Report, and how to vote through the Internet or by telephone.
Our proxy statement, proxy card and fiscal year 2025 Annual Report are available at: https://investors.penskeautomotive.com/financials/annual-reports/default.aspx
By order of the Board of Directors:
/s/ Shane Spradlin
Shane Spradlin
Executive Vice President, General Counsel and Secretary
2555 Telegraph Road Bloomfield Hills, Michigan 48302
March 20, 2026
[This page intentionally left blank]
Proxy statement table of contents
Proposal 1 - Election of Directors 1
Proposal 2 - Ratification of the Selection of our Independent Auditor 6
Proposal 3 - Advisory Vote on Named Executive Officer Compensation 7
Our Corporate Governance 8
Corporate Responsibility 13
Audit Committee Report 14
Independent Auditing Firm Fees 15
Executive Officers 16
Compensation Committee Report 17
Compensation Discussion and Analysis (''CD&A'') 17
Executive Compensation 23
Director Compensation 31
Security Ownership of Certain Beneficial Owners and Management 33
Related Party Transactions 35
Attending the Meeting 39
Questions about the Meeting 40
[This page intentionally left blank]
Proposal 1 - Election of Directors
The first proposal to be voted on at the Annual Meeting will be the election of our twelve director nominees. Our Nominating and Corporate Governance Committee and Board of Directors recommend approval of each of the nominees outlined below. If elected, each will serve until the next Annual Meeting of stockholders and until their successor has been elected and qualified or until their earlier resignation or removal. Pursuant to a stockholders agreement, certain of our stockholders affiliated with Roger Penske and Mitsui & Co., Ltd. have agreed to vote together to elect members of our Board of Directors. See ''Related Party Transactions'' for a description of this stockholders agreement.
The following table provides summary information about each director nominee. Each director is elected annually by plurality vote of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
Name
Age
Director since
Occupation
Independence
Lisa Davis
62
2017
Former Chief Executive Officer, Gas and Power and Managing Board Member, Siemens AG
•
Wolfgang Dürheimer
67
2018
Retired Chairman and CEO, Bentley Motors Ltd.
•
Michael Eisenson
70
1993
Founding Partner, Charlesbank Capital Partners LLC
David Hoogendoorn
59
2025
CPA-Former Senior Partner, Ernst and Young
•
Yosuke Kawakami
55
2025
Executive Vice President, Strategic Relationship Management, Penske Automotive Group (PAG)
Robert Kurnick, Jr.
64
2006
President, PAG
Greg Penske
63
2020
Vice Chair of the Board, PAG; Chair & CEO, Penske Motor Group, a division of PAG
Roger Penske
89
1999
Chair and Chief Executive Officer, PAG
Sandra Pierce
67
2012
Corporate Board Executive, CEO Advisor and Community Strategist
•
Ray Scott
61
2025
President and Chief Executive Officer, Lear Corporation
•
Greg Smith
74
2017
Principal, Greg C. Smith LLC and Former Vice Chairman, Ford Motor Company
•
H. Brian Thompson
86
2002
Chairman and Chief Executive Officer Universal Telecommunications, Inc.
•
Our Board of Directors Recommends a Vote ''FOR'' Each of the Following Nominees:
Age: 62
Joined Board: 2017 Committees: Audit, Corporate Governance
From August 2014 through February 2020, Ms. Davis served as a member of the Managing Board for Siemens AG responsible as Chief Executive Officer for the company's Gas and Power global operations present in 80 countries around the world. Also, from January 2017 through February 2020 she served as Chair and CEO of Siemens Corporation, USA, the largest market globally for Siemens AG. From 1986 to 2014, Ms. Davis served in various capacities with Exxon Corporation, Texaco USA and Royal Dutch Shell, most recently, Executive Vice President - Strategy, Portfolio and Alternative Energy and Vice President -Lubricants and Commercial Fuels Americas, and previously numerous leadership positions in Supply and Refining. Ms. Davis is also a director for Phillips 66 and was previously a director of Kosmos Energy Ltd., Air Products and Chemicals, Inc., and C3.ai, Inc. in the past five years. Since February 2023, Ms. Davis has served as a member of the Advisory Board of our affiliate Penske Transportation Solutions, a private company.
Individual experience: Extensive global energy industry experience from serving in various capacities along the entire value chain from upstream to manufacturing to sales and marketing; senior executive leadership experience with international industry-leading companies; diverse experience with public company board service in the U.S. and Europe.
Mr. Dürheimer served as the Chairman and Chief Executive Officer of Bentley Motors Ltd., a subsidiary of Volkswagen AG, from April 2014 to January 2018, as well as the President of its sister companies, Bugatti Automobiles S.A.S. and Bugatti International S.A. Previously, Mr. Dürheimer held various positions with Volkswagen AG and its subsidiaries, most recently as the Chief Representative of Volkswagen Group Motorsport responsible for the Group Motorsport Strategy from February 2011 to January 2018 and he was a member of the Board of Management of Audi AG from September 2012 to March 2014. From 1999 until 2011, Mr. Dürheimer worked for Porsche AG, where he was a member of the Board of Management responsible for Research and Development. Prior to joining Porsche in 1999, Mr. Dürheimer worked 14 years with BMW, where he held various managerial roles.
Age: 67
Joined Board: 2018 Committees: Compensation
Individual experience: Extensive automotive industry experience with some of the Company's largest represented brands including Audi, Bentley, BMW, and Porsche, culminating in leadership experience as Chief Executive Officer of Bentley Motors; relationships with our key automotive industry partners, breadth of knowledge concerning issues facing our Company.
Age: 70
Joined Board: 1993 Committees: Executive
Mr. Eisenson has served as the Founding Partner of Charlesbank Capital Partners LLC, a private investment firm and the successor to Harvard Private Capital Group, Inc. since July 1, 2017. Previously, he was CEO of Charlesbank Capital Partners LLC, which he founded in 1998. Mr. Eisenson also serves as a director of Penske Corporation and an Advisory Board member of Penske Transportation Solutions, a private company, and is a director of a number of other private companies.
Individual experience: Familiarity with all of the Company's key operations from serving as our director since 1993; experience managing Charlesbank and affiliates and their portfolio companies; experience in commercial finance, private equity and leveraged finance; demonstrated success formerly serving as our Audit Committee Chair.
Age: 59
Joined Board: 2025 Committees: Audit
Mr. Hoogendoorn was a partner at Ernst & Young (EY) from 2002 to 2025. During his 23-year career at EY, Mr. Hoogendoorn held several leadership roles in the firm including the regional automotive sector, geographic markets and as an office managing partner, each with strategy, operations, P&L and talent management responsibility while also serving as the lead audit partner on several multi-national publicly traded companies and family-owned businesses. Mr. Hoogendoorn also served as EY's Cybersecurity and ESG assurance leader for the
U.S. Central Region from March 2021 and 2022, respectively. Mr. Hoogendoorn also serves as an independent advisor and/or director of numerous private enterprises and non-profit organizations. Mr. Hoogendoorn's 37-year career in public accounting included 14 years at Arthur Andersen where he was a partner from 1999 to 2002.
Individual experience: Mr. Hoogendoorn has extensive financial reporting, internal control, risk management and governance experience, having served large multi-national public companies as a senior audit partner in a Big Four public accounting firm and has significant experience in cybersecurity and in ESG matters.
Age: 55
Joined Board: 2025
Mr. Kawakami has served as our Executive Vice President - Strategic Relationship Management since November 1, 2025. He was previously Senior Vice President, Mitsui & Co. (USA), Inc., beginning in April 2025. He held numerous positions with Mitsui and its affiliates starting in April 1993. Mr. Kawakami served as Managing Director of Transystem Logistics International Ptv. Ltd, a transportation services and automotive logistics company, from December 2020 to March 2025. Mr. Kawakami served as General Manager of Mitsui's Transportation Platform Business Department from July 2018 to December 2020, and from August 2015 to July 2018 he served as President and Chief Executive Officer of Veloce Logistica SA, a Brazilian road freight logistics company.
Individual Experience: Mr. Kawakami has global automotive industry experience; breadth of knowledge concerning logistics services and international opportunities; and affiliation with Mitsui, which is the Company's second largest stockholder.
Mr. Kurnick has served as our President since April 2008. Since September 2017, Mr. Kurnick has served as Vice Chair of Penske Corporation, and from 2003 until then served as President of Penske Corporation. He has also been a director of Penske Corporation since 2003. Penske Corporation is a privately owned diversified transportation services company that holds, through its subsidiaries, interests in a number of businesses.
Individual experience: Familiarity with all of the Company's key operations; breadth of knowledge concerning issues affecting our Company; extensive automotive industry experience; experience as Vice Chair and former President of Penske Corporation.
Age: 64
Joined Board: 2006 Committees: Executive
Age: 63
Joined Board: 2020
Mr. Penske joined our Board in May 2020, has served as our Vice Chair of the Board since January 2023, and was previously our director from May 2014 to May 2017. Mr. Penske is the Chair and Chief Executive Officer of Penske Motor Group, now a division of Penske Automotive Group following its acquisition by the Company on November 19, 2025. Penske Motor Group includes automotive dealerships representing the Toyota and Lexus brands. Mr. Penske has served on the Board of Directors of Penske Corporation since 1999 and also currently serves as a board member and Vice Chair of Penske Entertainment and as a board member of the Petersen Automotive Museum. Mr. Penske is the son of our Chief Executive Officer, Roger Penske.
Individual Experience: Extensive automotive retail industry experience; relationships with key automotive partners; familiarity with all of the Company's key operations; breadth of knowledge concerning issues affecting our Company.
Since May 1999, Mr. Penske has served as our Chair and CEO. Mr. Penske has also been Chair of the Board and CEO of Penske Corporation since 1969 and Chair of the Board of Penske Truck Leasing Corporation since 1982.
Individual experience: Extensive automotive industry experience; relationships with our key automotive partners; familiarity with all of the Company's key operations; experience as an executive and a director of some of the world's leading companies; significant ownership position of our stock through Penske Corporation and other affiliates.
Age: 89
Joined Board: 1999 Committees: Executive
Age: 67
Joined Board: 2012 Committees: Compensation, Corporate Governance
Ms. Pierce currently serves as a Corporate Board Executive, CEO Advisor and Community Strategist. From 2016 to December 2023, Ms. Pierce served as Huntington Bank's Senior Executive Vice President, Private Bank and Regional Banking Director and Chair of Michigan. Ms. Pierce led the Private Bank, Insurance Agency, Auto, Marine and RV businesses corporate-wide as well as all state activities in Michigan. From February 1, 2013, until their August 2016 merger with Huntington, Ms. Pierce served as Vice Chairman of FirstMerit Corporation, and Chairman and CEO of FirstMerit Michigan. From 2005 until June 2012, Ms. Pierce served as the Chief Executive Officer and President of RBS Citizens, Michigan where she had responsibilities for commercial banking and all state bank activities in Michigan, Illinois and Ohio. From 1978 through 2004, Ms. Pierce served as Regional Executive of Midwest Retail Operations for JPMorgan Chase, with responsibilities for Michigan and Indiana, and she held a number of management positions in the retail, commercial lending, and private banking businesses at JPMorgan Chase and its predecessor companies, Bank One, First Chicago NBD Corp. and NBD Bancorp. Ms. Pierce is a director of American Axle and Manufacturing Holdings, Inc. and Board Chair of ITC Holdings Corp., a subsidiary of Fortis Inc., and has performed leadership duties with numerous civic organizations. Ms. Pierce also serves on the Michigan State University's Board of Trustees.
Individual Experience: Extensive retail and commercial banking experience; accomplished within her field culminating in CEO experience; extensive experience on company boards and demonstrated commitment to civic works.
Age: 61
Joined Board: 2025 Committees: Compensation
Mr. Scott has been the President and Chief Executive Officer of Lear Corporation since March 2018. Previously, Mr. Scott served as Interim President, E-Systems from January 28, 2019 to September 3, 2019. Prior to that, he served as Executive Vice President and President, Seating, a position he had held since November 2011, and prior to that, as Senior Vice President and President, E-Systems, a position he had held since February 2008. Previously, he served in other positions at Lear, including Senior Vice President and President, North American Seat Systems Group since August 2006, Senior Vice President and President, North American Customer Group since June 2005, President, European Customer Focused Division since June 2004 and President, General Motors Division since November 2000. Mr. Scott earned a Bachelor of Science in Economics from the University of Michigan. He also earned a Master of Business Administration from Michigan State University's Advanced Management Program.
Individual experience: Extensive experience as an executive and director of Lear Corporation, a leading automotive supplier; perspective gained from leadership role in the automotive industry; demonstrated success serving as Chief Executive Officer.
Age: 74
Joined Board: 2017 Committees:
Audit (Chair)
Mr. Smith, retired Vice Chairman of Ford Motor Company, currently serves as Principal of Greg
C. Smith, LLC, a private management consulting firm, a position he has held since 2007. Previously, Mr. Smith was employed by Ford Motor Company for over 30 years until 2006. Mr. Smith held various executive-level management positions at Ford Motor Company, most recently serving as Vice Chairman from 2005 until 2006. As Vice Chairman, Mr. Smith was responsible for Ford's Corporate Strategy and Staff, including Human Resources and Labor Affairs, Information Technology, and Automotive Strategy. Currently, Mr. Smith serves as the Non-Executive Chairman of the Board of Directors of Lear Corporation.
Individual experience: Extensive experience as an executive and a director; experience and perspective gained from leadership role in automotive and finance; extensive public company audit committee experience.
Age: 86
Joined Board: 2002 Committees: Compensation (Chair), Corporate Governance; Executive Lead Independent Director
Mr. Thompson has served as a director since March 2002 and is the Chairman and Chief Executive Officer of his private equity investment and advisory firm, Universal Telecommunications, Inc. Mr. Thompson was Executive Chairman of GTT Communications, Inc., a leading global cloud network provider to multinational clients, from October 2006 to January 2022. From December 2002 to June 2007, Mr. Thompson was Chairman of Comsat International and also served as Chairman and Chief Executive Officer of Global TeleSystems Group, Inc. from March 1999 through September of 2000. Mr. Thompson was Chairman and CEO of LCI International from 1991 until its merger with Qwest Communications International Inc. in June 1998. Mr. Thompson became Vice Chairman of the board for Qwest until his resignation in December 1998. Mr. Thompson previously served as Executive Vice President of MCI Communications Corporation from 1981 to 1990, and prior to MCI, was a management consultant with the Washington, DC offices of McKinsey & Company for nine years, where he specialized in the management of telecommunications. Mr. Thompson received his MBA from Harvard's Graduate School of Business and holds an undergraduate degree in chemical engineering from the University of Massachusetts.
Individual experience: Extensive experience as an executive and director of numerous public companies; experience in a leadership role directing international corporations; perspective gained from leadership role in communications industry; demonstrated success serving as our lead independent director.
Proposal 2 - Ratification of the Selection of our Independent Auditor
Our Audit Committee has selected Deloitte & Touche LLP, the member firm of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively referred to as ''Deloitte'') as our principal independent auditing firm for 2026. We have determined to submit the selection of auditors to stockholder ratification, even though it is not required by our governing documents or Delaware law. If the selection of Deloitte as our independent auditor is not ratified by our stockholders, our Audit Committee will re-evaluate its selection, taking into consideration the stockholder vote on the ratification and the advisability of selecting new auditors prior to completion of the 2026 audit.
Our Audit Committee is solely responsible for selecting, engaging and terminating our independent auditing firm, and may do so at any time at its discretion. It is anticipated that a representative of Deloitte will be present at the Annual Meeting with the opportunity to make a statement and to answer appropriate questions.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE ''FOR'' RATIFICATION OF DELOITTE & TOUCHE LLPAS OUR INDEPENDENT AUDITOR FOR 2026.
Proposal 3 - Advisory Vote on Named Executive Officer Compensation
We annually seek a non-binding advisory vote on our named executive officer compensation. Because your vote is advisory, it will not be binding upon the Compensation and Management Development Committee (which we also refer to as our Compensation Committee), however, the committee will take the outcome of the vote into account when making future executive compensation decisions. Last year, our stockholders approved the compensation of our named executive officers as described under ''Compensation Discussion and Analysis'' and ''Executive Compensation'' with over 98% of the votes cast by our stockholders voting in favor. As we evaluated our compensation programs and practices, we were mindful of this strong shareholder support in deciding to maintain the overall framework of our compensation program, and the majority of our compensation practices remain unchanged from last year.
Our compensation program is designed to motivate our executive officers to enhance long-term stockholder value and to attract and retain the highest quality executive and key employee talent available. We believe our executive compensation is aligned with increasing the value of our common stock and promoting our key strategies, values and long-term financial and operational objectives. In this regard, we note that:
Mr. Penske beneficially owns approximately 34.4 million shares of our common stock, which significantly aligns his interests with the stockholders' interests
In the last several years, neither our Chief Executive Officer nor President has received an annual cash bonus as both only have received restricted stock grants in lieu of a cash bonus
The named executive officers receive restricted stock grants with vesting provisions weighted towards the third and fourth years following the grant date and are subject to stock ownership requirements discussed below, which encourages long-term stock ownership
We do not have any employment agreements with our named executive officers and have no agreements that provide for severance payments upon termination of employment
Our executive officers earn no additional retirement income under any supplemental executive retirement plan
Executive officers are subject to a compensation recovery or ''clawback'' policy which requires the repayment of unfairly awarded executive officer compensation in the event of a financial restatement, and we prohibit our directors, officers and employees from engaging in hedging with respect to our equity securities
We structure our compensation practices to be consistent with and support sound risk management. Our Compensation Committee reviews risk associated with our compensation policies and has determined such risk is not excessive
THE BOARD OF DIRECTORS BELIEVES THAT THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IS APPROPRIATE AND RECOMMENDS A VOTE FOR THE FOLLOWING ADVISORY RESOLUTION:
''RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S- K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.''
Our Corporate Governance
CURRENT DIRECTORS
BOD
Audit Committee
Compensation & Management Development Committee
Nominating & Corporate Governance Committee
Executive Committee
Lisa Davis
M
F
M
Wolfgang Dürheimer
M
M
Michael Eisenson
M
M
David Hoogendoorn
M
F
Yosuke Kawakami
M
Robert Kurnick, Jr.
M
M
Kimberly McWaters
M
F
C
Greg Penske
VC
Roger Penske
C
C
Sandra Pierce
M
M
M
Ray Scott
M
M
Greg Smith
M
C, F
H. Brian Thompson
M
C
M
M
No. of Meetings in 2025
7
8
5
2
0
C: Chair | VC: Vice Chair | M: Member | F: Financial Expert
Board Committees.
Our Board of Directors has four standing committees: the Audit Committee, the Compensation and Management Development Committee, the Nominating and Corporate Governance Committee and the Executive Committee. Charters for the Audit, Compensation and Management Development, and Nominating and Corporate Governance committees are available on our website, https://www.penskeautomotive.com, under the sub-heading ''Governance'' within the ''Investors'' section. The principal responsibilities of each committee are described below. Collectively, our directors attended over 98% of our board and committee meetings in 2025, and each director attended at least 93% of their respective meetings. All of our directors are encouraged to attend the Annual Meeting of stockholders and all directors serving at that time attended the Annual Meeting in 2025.
Committee Member Qualifications. Each of the members of our Audit, Compensation and Management Development, and Nominating and Corporate Governance Committees are independent under New York Stock Exchange guidelines and our guidelines for director independence. The Board of Directors has determined that all members of the Audit Committee are ''independent'' and ''financially literate'' under New York Stock Exchange rules and applicable law, and each of the four are ''audit committee financial experts,'' as that term is defined in Securities and Exchange Commission rules.
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility relating to the:
financial statements, financial reporting and financial controls
internal audit functions
engagement and evaluation of the independent auditing firm
key credit risks, liquidity risks, risks relating to the use of artificial intelligence, market risks, cybersecurity risks and any significant cybersecurity incidents and the steps taken to assess, monitor and mitigate these risks or exposures
The Compensation and Management Development Committee assists the Board of Directors in discharging its responsibility relating to:
executive officers' compensation
compensation and benefits of other employees
administration of our equity incentive plans
recommendations to the Board of Directors with respect to director compensation
human capital management oversight
management progression and succession plans
The Nominating and Corporate Governance Committee:
identifies prospective candidates for our Board of Directors
recommends director nominees for each Annual Meeting of stockholders and any interim vacancies the Board of Directors determines to fill
recommends to the Board of Directors codes of conduct and corporate governance guidelines
oversees the Board self-evaluation
oversees our compliance with certain legal and regulatory requirements
oversees our sustainability and Environmental, Social and Governance practices and reporting formats and standards
Executive Committee. Our Executive Committee's primary function is to act upon matters when the Board of Directors is not in session. The Executive Committee has the full power and authority of the Board of Directors, except to the extent limited by law or our certificate of incorporation or bylaws or other governance documents.
coordinating and leading the activities of the outside directors
establishing the agenda for executive sessions of the outside directors
presiding at the executive sessions of the outside directors which generally occur as part of each Board meeting
facilitating communication between the outside directors as a group and our management team
Our Lead Director is H. Brian Thompson. You may communicate with the Lead Director by writing to us, c/o Corporate Secretary and General Counsel, 2555 Telegraph Road, Bloomfield Hills, MI 48302. All correspondence will be reviewed by our Corporate Secretary's office, and all (other than frivolous correspondence) will be forwarded to the Lead Director. Any written communications to the independent directors as a group or the entire Board of Directors may be sent care of the Corporate Secretary as well. These communications (other than frivolous correspondence) will also be forwarded to the Lead Director.
Director Independence. A majority of our Board of Directors is independent and each of the members of our Audit, Compensation and Management Development, and Nominating and Corporate Governance committees is independent. The Board of Directors has determined that Mss. Davis, McWaters and Pierce, and Messrs. Dürheimer, Hoogendoorn, Scott, Smith and Thompson are each independent in accordance with the listing requirements of the New York Stock Exchange and our guidelines for independent directors which can be found in our corporate governance guidelines on our website https://www.penskeautomotive.com under the sub-heading ''Governance'' within the ''Investors'' section, and as set forth below. As required by New York Stock Exchange rules, in making independence determinations with respect to directors, our Board of Directors has affirmatively determined that the independent directors have no material relationship with the Company which would interfere with the exercise of independent judgment in carrying out the responsibilities of such directors or otherwise fail to meet the individual independence tests specified by the NYSE Listed Company Manual Section 303A.02.
For a director to be considered independent under our corporate governance guidelines, the Board of Directors must determine that the director does not have any direct or indirect material relationship with us. In addition to applying these guidelines, the Board of Directors considers relevant facts and circumstances in making the determination of independence, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board considers the transactions, relationships and arrangements between the Company, and its affiliates such as Penske Corporation, Penske Racing, Penske Entertainment and Penske Transportation Solutions and affiliates of the director, including those described under ''Related Party Transactions'' and elsewhere in the proxy statement, in its independence determination. The Board also considers ownership of our or our affiliates' securities by the directors and their affiliates, ownership by our management team of any securities of affiliates of directors, and sponsorships of Penske Racing or other Penske affiliated racing entities by any of our or our directors' affiliates.
Under our guidelines, which are more stringent than the New York Stock Exchange guidelines, a director will not be independent if:
The director is employed by us, or an immediate family member is one of our executive officers.*
The director receives more than $60,000 of direct compensation from us, other than director fees and deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).*
The director is affiliated with or employed by our independent auditing firm, or an immediate family member is affiliated with or employed in a professional capacity by our independent auditing firm.
An executive officer of ours serves on the Compensation Committee of the board of directors of a company that employs the director or an immediate family member as an executive officer.
The director is an executive officer or employee, or if an immediate family member is an executive officer, of another company that does business with us and the sales by that company to us or purchases by that company from us, in any single fiscal year during the evaluation period, are more than the greater of two percent of the annual revenues of that company or $1 million.
The director serves as an officer, director or trustee of a charitable organization, and our charitable contributions to the organization are more than the greater of $250,000 or one percent of that organization's total annual charitable receipts during its last completed fiscal year.
* Subject to the rules of the New York Stock Exchange, employment as an Interim Chair, Interim CEO or other executive officer on an interim basis, and related compensation, shall not disqualify a director from being considered independent immediately following that employment.
(ii) overseeing our policies, practices, and performance with respect to sustainability and ESG matters, and (iii) overseeing our reporting formats and standards with respect to sustainability and other ESG matters; provided that certain aspects of our ESG practices are managed by other committees of the Board. For example, our Compensation and Management Development Committee is responsible for oversight of social risks and social initiatives, such as our efforts to promote equity, reduce employee turnover and incentivize certain performance consistent with our ESG practices and goals. Our Nominating and Corporate Governance Committee reviews our sustainability and other ESG disclosures and discusses with management, at least annually, our ESG initiatives, which include our environmental risks, environmental sustainability efforts and charitable contributions. Management is responsible for the implementation and execution of our ESG practices and reporting.
At least quarterly, our senior leadership team prepares a comprehensive summary of certain key risks facing the Company (the ''Risk Report''). The Risk Report includes feedback from multiple constituencies within the Company. Identified risks are each assigned to members of senior management or designated management committees who are tasked with monitoring such risks and, where appropriate, implementing risk mitigation efforts. The Risk Report also clarifies Board oversight of each risk and is shared and discussed at least quarterly with the Audit Committee and periodically with the full Board, with certain specified risks and mitigation efforts reported to the Board or designated standing committees on a more frequent basis, as appropriate.
Full Board of Directors
reviews strategic and operational risk in the context of reports from corporate management, regional executives and other officers, with includes risks and opportunities associated with sustainability
receives reports on all significant committee activities at each regular meeting
reviews the risks inherent in any significant Company transactions
we experienced several industry-specific information security incidents, which were not material to the Company. Our Chief Information Officer meets periodically with our Board and typically quarterly with our Audit Committee to review key cybersecurity and other information technology risks as well as any significant cybersecurity incidents.
Audit Committee
together with the full Board of Directors, reviews management's assessment of the key risks facing our Company, including the key controls we rely on to mitigate those risks
monitors certain key risks at its regularly scheduled meetings, such as credit risks, liquidity risks, risks relating to the use of artificial intelligence, market risks, regulatory risks, litigation risks, related party transaction risk and cybersecurity risks
Nominating and Corporate Governance Committee
oversees compliance with legal and regulatory requirements
reviews risks relating to our governance structure
Compensation and Management Development Committee
reviews risk inherent in our compensation policies
reviews social risks
reviews the Company's succession planning
Director Advisors are entitled to cash compensation of $60,000 per year payable in cash or Company stock at the director's election, a charitable match opportunity and use of a Company vehicle or a $20,000 stipend, as well as reimbursement of Company expenses and travel to our meetings. Mr. Steinhart, our former director, is currently serving as a Director Advisor for a one-year term.
Director candidate written submissions are to include:
sufficient biographical information concerning the recommended individual, including age, employment history with employer names and description of the employer's business
whether such individual can read and understand financial statements
current and previous board memberships and other affiliations of the nominee
the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director, in light of our business and structure
that the individual meets applicable independence standards under NYSE rules, SEC regulations and our Corporate Governance Guidelines
consent of the individual to stand for election and serve if elected by the stockholders
any relationships between the person recommended and the person submitting the recommendation
any relationships between the candidate and any automotive or truck retailer, manufacturer or supplier, as well as any other transportation business or any business that could be deemed to compete with the Company
proof of ownership by the person submitting the recommendation of at least 500 shares of our common stock for at least one year
Location of Corporate Governance Documents. Our corporate governance guidelines and the other documents referenced in this section are posted on our website, https://www.penskeautomotive.com, under the sub-heading ''Governance'' within the ''Investors'' section. We have also adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors, which is available on our website. We intend to disclose waivers, if any, for our executive officers or directors from the code, and changes to the code, on our website.
Disclaimer
Pinterest Inc. published this content on May 13, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2026 at 13:15 UTC.