LITHIA MOTORS INC CLASS A (LAD)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LITHIA MOTORS INC CLASS A · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Sidney B. DeBoer is the founder and father of CEO Bryan B. DeBoer, representing a direct familial relationship to senior management; under the voting policy, a director with a familial relationship to the CEO warrants a No vote regardless of independence designation.
For Analysis
As CEO and director with 18 years of tenure, Bryan DeBoer's 3-year TSR gap versus the company-disclosed peer group median is -31.8 percentage points, which does not exceed the 35-point threshold required to trigger a No vote for a low-positive absolute TSR; no other policy flags apply.
Mr. Bailey joined the board in October 2025 — less than 24 months ago — and is therefore fully exempt from the TSR underperformance trigger under the voting policy; his background in military leadership, cybersecurity, and university administration provides relevant skills.
Ms. Huskins is a new nominee who has not yet served on the board and is therefore exempt from the TSR trigger; she holds 2 other public company board seats, which is within the 4-board overboarding limit for non-executive directors, and brings strong governance and legal expertise.
Mr. Lentz joined in October 2022 and has approximately 3.5 years of tenure; LAD's 3-year TSR gap versus the company-disclosed peer group is -31.8 percentage points, which does not breach the 35-point threshold for a low-positive absolute TSR, so no TSR trigger fires.
Ms. Loretz-Congdon joined in April 2023 and has approximately 3 years of tenure; the 3-year TSR peer gap of -31.8 percentage points does not exceed the 35-point threshold, and her deep CFO and audit expertise makes her well-qualified for her committee roles.
Ms. McIntyre has 7 years of tenure; LAD's 3-year TSR gap versus the company-disclosed peer group median of -31.8 percentage points does not breach the 35-point threshold applicable when absolute 3-year TSR is low-positive (8.4%), so no TSR trigger fires.
Ms. McKinney joined in July 2024 — less than 24 months ago — and is therefore exempt from the TSR underperformance trigger; her banking, finance, and technology background is relevant to the company's operations.
Mr. Miramontes has 8 years of tenure and serves as Lead Independent Director; the 3-year peer TSR gap of -31.8 percentage points does not exceed the 35-point threshold, and his KPMG audit career provides strong financial oversight credentials.
Ms. O'Neill joined in October 2025 — less than 24 months ago — and is fully exempt from the TSR underperformance trigger; she holds 2 other public company board seats, within the 4-board limit, and her consumer retail leadership experience is relevant to Lithia's business.
Nine of ten director nominees receive a FOR vote. Sidney B. DeBoer receives an AGAINST vote solely because of his direct familial relationship with CEO Bryan B. DeBoer — he is the company's founder and the CEO's father, which the voting policy treats as a governance concern regardless of formal independence status. The TSR underperformance trigger does not fire for any director: LAD's 3-year price return of +8.4% is low-positive, requiring a 35-point gap versus the company-disclosed peer group median to trigger a No vote, and the actual gap is -31.8 points — below that threshold. Four directors (Bailey, McKinney, O'Neill, and nominee Huskins) joined within the past 24 months and are fully exempt from the TSR test. No overboarding issues, attendance problems, or independence concerns were identified for the remaining nominees.
Say on Pay
✓ FORCEO
Bryan B. DeBoer
Total Comp
$15,895,468
Prior Support
84%%
CEO total compensation of approximately $15.9 million is acknowledged by the company itself as above the peer median, and proxy advisory firms flagged it in 2025; however, the prior say-on-pay vote received 84% support (well above the 70% threshold that would require a response), and the company has engaged with shareholders representing over 60% of outstanding shares and frozen CEO target pay for 2025. Pay mix is strongly performance-oriented — 90% of CEO target pay is variable or at-risk — with meaningful long-term performance awards tied to relative revenue growth, relative earnings-per-share growth, and a 3-year relative total shareholder return modifier. The completed 2023 performance award cycle paid out at 210% of target based on peer-relative metrics, and the company's 3-year TSR ranked at the 74th percentile of its peer group, supporting the conclusion that above-benchmark incentive pay was earned through genuine outperformance; the pay-for-performance alignment check therefore does not trigger a No vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy references KPMG fee data for fiscal years 2024 and 2025 but the actual fee dollar amounts were not included in the provided filing text extract, so the non-audit fee ratio cannot be calculated; under the voting policy, when fee data is unavailable the tenure trigger requires confirmed data to fire and neither the restatement trigger nor the auditor-adequacy trigger applies — KPMG is a Big 4 firm fully adequate for a $5.9 billion market cap company. Auditor tenure is not explicitly disclosed in the available filing text, so the tenure trigger cannot fire. The default vote is FOR.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting that the Board of Directors Appoint an Independent Board Chair
Lithia already separates the CEO and Chair roles — Bryan DeBoer is CEO and Sidney DeBoer (a different person) is Chairman — so the company does not have the classic combined CEO-chair structure that independent-chair proposals are designed to address. The board has a Lead Independent Director (Louis Miramontes) with clearly defined powers including running independent director sessions, setting agendas, and providing leadership when conflicts arise, which substantially fulfills the oversight function an independent chair would serve. While Sidney DeBoer as founder-chairman is not independent, the existing governance structure with a strong Lead Independent Director and an 80%-independent board adequately addresses the oversight concern, and mandating an independent chair would be an overly rigid structural requirement given the current setup.
Overall Assessment
The 2026 Lithia Motors annual meeting presents four proposals: a ten-director slate (one AGAINST due to founder-CEO familial relationship, nine FOR), auditor ratification of KPMG (FOR, no fee or tenure triggers confirmed), a say-on-pay advisory vote (FOR, strong pay-for-performance structure with 84% prior-year support and frozen CEO target pay), and a shareholder proposal requesting an independent board chair (AGAINST, as the chair and CEO roles are already separate and a robust Lead Independent Director structure exists). The most significant governance concern on the ballot is the familial relationship between Chairman Sidney DeBoer and CEO Bryan DeBoer, which creates a structural independence issue at the top of the board.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing