Bryan DeBoer
About Bryan DeBoer
Bryan B. DeBoer, 58, is President and Chief Executive Officer of Lithia Motors, Inc. (LAD) and has served as CEO since 2012 and as a director since 2008; he holds a B.S. summa cum laude in Business Administration from Southern Oregon University and graduated from the NADA Dealer Academy . 2024 performance: revenue $36.2B (+17% YoY), EPS $29.65 (-18% YoY), and net income $802M (-20% YoY) . TSR outcomes to 12/31/2024: 1-year 31% (3rd among peers), 2-year 74%, 3-year 32% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lithia Motors, Inc. | Senior VP M&A/Operations; then COO | 1989–2012 | Drove growth via acquisitions and manufacturer relationships; transformed culture to an entrepreneurial, high-performance model . |
| Lithia Motors, Inc. | Store roles (Finance Manager, Used Vehicle Manager, General Sales Manager, GM, Multi-store GM) | 1989–2012 | Ground-up operating experience across retail functions supported execution and scale . |
External Roles
No external directorships or public company roles for Bryan DeBoer disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,250,000 | $1,300,000 | $1,300,000 |
| Stock Awards ($) | $7,822,865 | $15,312,692 | $12,953,359 |
| Non-Equity Incentive ($) | $2,045,920 | $2,666,040 | $2,535,000 |
| All Other Compensation ($) | $6,932 | $7,258 | $7,342 |
| Total ($) | $11,125,717 | $19,285,990 | $16,795,702 |
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $1,300,000 | $1,300,000 |
| Target Short-Term Incentive (% of Salary) | — | 150% |
Performance Compensation
| Metric | Weighting | Target Framework | Actual Attainment (2024) | Payout |
|---|---|---|---|---|
| Relative Revenue Growth | 40% | Ranked vs retail peer group with payout schedule | Peer Rank 1st | 200% |
| Relative Net Income Growth | 50% | Ranked vs retail peer group with payout schedule | Peer Rank 13th | 70% |
| Corporate Responsibility & Strategy | 10% | Qualitative goals with graded payout table | Achievement Above Target | 150% |
| Total STIP Payout | — | — | — | 130% of target |
| Long-Term Incentive (2024 PSUs) | Details |
|---|---|
| Performance Period | 2024–2026 |
| Metrics & Weights | Relative Revenue Growth 40%; Relative EPS Growth 60% |
| TSR Modifier | +/- up to 35% based on 3-year TSR rank |
| Design Change in 2024 | Replaced relative net income with relative EPS in May 2024 in response to shareholder feedback; no incremental accounting charge . |
| 2024 Equity Grants (Bryan DeBoer) | Grant Date | Shares (Target) | Grant-Date Fair Value ($) |
|---|---|---|---|
| PSUs | 01/02/2024 | 27,144 | $10,008,536 |
| RSUs | 01/02/2024 | 9,048 | $2,944,824 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 140,976; less than 1% of outstanding . |
| Stock Ownership Guidelines (CEO) | 5x salary; 7 years to comply; all executives exceeding requirements as of 12/31/2024 . |
| Hedging & Pledging | Prohibited for executives and directors; no margin accounts or pledging of company securities . |
| Outstanding Equity Awards at 12/31/2024 (Bryan DeBoer) | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 01/01/2021 Grant | 10,845 | $3,876,328 | — | — |
| 01/03/2022 Grant | 16,598 | $5,932,623 | — | — |
| 02/02/2023 Grant | 8,096 | $2,893,753 | 79,301 (Dec 31, 2025 performance period) | $28,344,556 |
| 01/02/2024 Grant | 9,048 | $3,234,027 | 71,457 (Dec 31, 2026 performance period) | $25,540,876 |
| Pricing Assumption | — | $357.43 closing price on 12/31/2024 | — | $357.43 closing price on 12/31/2024 |
| Stock Vested in 2024 (Bryan DeBoer) | Shares | Value Realized ($) |
|---|---|---|
| RSUs Vested | 36,401 | $11,986,121 |
Deferred Compensation
| Item | 2024 Amount |
|---|---|
| Executive Contributions (from bonus deferral) | $666,510 |
| Aggregate Account Balance at 12/31/2024 | $9,566,667 |
Insider Trading Plans
| Item | Status |
|---|---|
| Rule 10b5-1 Plan (Q3 2025) | No adoption/modification/termination reported for Bryan; one director adopted a plan (not Bryan) . |
Employment Terms
| Provision | Details |
|---|---|
| Change-in-Control Agreement | Double-trigger; if terminated without cause or resigns for good reason post-CIC: 24 months salary and 2 years bonus; time-vested RSUs full acceleration; performance RSUs accelerate at target . |
| Non-Compete / Non-Solicit | Applicable only if executive elects CIC benefits; non-compete and non-solicit for 2 years; non-disparagement for 3 years . |
| 280G Cutback | Benefits reduced to avoid 4999 excise tax if necessary; executive may select which benefits to reduce . |
| CIC Quantitative Illustration (as of 12/31/2024) | Severance: $2,600,000; Stock Awards vesting: $37,001,511; Long-term incentive vesting (SERP-related): $48,703; Additional cash incentive: $5,222,100; Total: $44,892,670 . |
| Retirement Vesting Feature | For long-tenured NEOs meeting criteria (age+service ≥ 65), RSUs/PSUs continue to vest post-retirement subject to performance/covenants; as of 12/31/2024, DeBoer meets certain retirement criteria . |
| Clawbacks | Dodd-Frank compliant recoupment for restatements; separate policy to recoup for misconduct causing reputational harm and overpayments . |
| Perquisites | Insurance premiums (long-term care, disability, life); in 2024 aircraft personal travel not permitted; beginning 2025, limited personal use of corporate aircraft up to 30 hours shared, with cost reimbursement and $120,000 cap for incremental personal flight costs, subject to committee discretion . |
| All Other Compensation (2024) | $7,342 total; includes $2,500 401(k) match and $4,842 insurance premiums . |
Board Governance
- Board service: Bryan B. DeBoer is CEO and director; tenure 17 years as director; not independent .
- Board leadership: Chairman is founder Sidney B. DeBoer; Lead Independent Director was David J. Robino (not standing for reelection in 2025) . All board committees are fully independent; Bryan does not serve on audit, compensation, or nominating committees .
- Meetings and attendance: Board held 15 meetings in 2024; each incumbent director attended ≥80% of board and committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Robust stock ownership and anti-hedging/pledging policies, executive sessions, annual effectiveness reviews, and proactive shareholder engagement .
Director Compensation
- Executives are not compensated separately for board service; non-employee director program includes cash retainers and RSUs; Chairman Sidney DeBoer is compensated as a non-employee director .
Dual-role implications
- Founder as Chair and CEO as director with a Lead Independent Director structure mitigate concentration of power; committees are independent and there are anti-pledging/hedging and ownership policies to align interests .
Compensation Structure Analysis
- Equity-heavy design: In 2024, 91% of CEO’s target total direct compensation was incentive-based or at risk, with 3-year PSUs and service-vesting RSUs; base salary was flat YoY .
- Metric refinement: 2024 PSUs shifted from net income to EPS growth to align with strategic goals and reduce STIP/LTIP overlap, maintaining rigor; STIP increased profit weighting to 50% .
- Shareholder engagement and say-on-pay: 2024 support was 81% with extensive outreach; historical support averaged ~94% over five years prior to 2023 .
- No gross-ups and strict clawbacks: No excise tax gross-ups; two clawback regimes covering restatements and reputational misconduct .
Related Party Transactions and Red Flags
- Family relationships: Bryan is the son of Chairman Sidney B. DeBoer; Mark DeBoer (VP Real Estate) is Bryan’s brother; related payments disclosed (e.g., Sidney’s Transition Agreement and Director Service Agreement) .
- Section 16 compliance: An amended Form 4 for Bryan was filed on Feb 11, 2025 to correct a November 13, 2024 filing .
- Hedging/pledging: Prohibited, reducing misalignment risks .
Compensation Peer Group
- Peer group includes auto retailers (PAG, AN, SAH, GPI, ABG, KMX) and broader retail companies (AZO, ORLY, BBY, DG, DLTR, TJX, LOW, SYY, GPC, LKQ, TSCO, GAP), selected with Pay Governance; committee does not target specific pay percentiles .
Say-on-Pay & Shareholder Feedback
- 2024 outreach engaged shareholders representing >75% of outstanding stock; changes implemented include EPS in LTIP and maintained CEO target pay level .
Expertise & Qualifications
- Deep operational experience across dealership roles; M&A and OEM relationship-building; formal business education and NADA Dealer Academy credentials .
Work History & Career Trajectory
- Joined Lithia in 1989, progressed through store and executive roles; became director in 2008 and CEO in 2012; led growth via acquisitions and omnichannel strategy .
Compensation Committee Analysis
- Committee is independent, met 11 times in 2024, uses Pay Governance as independent consultant (no conflicts), oversees diversity, succession, and human capital .
Equity Ownership & Trading Signals
- 2024 vesting of 36,401 RSUs with $11.99M value suggests periodic selling pressure for tax/liquidity; however, hedging/pledging prohibitions and ownership guidelines provide alignment and retention through significant unvested holdings .
- Company buybacks include shares withheld for RSU tax, potentially absorbing some supply; in 2025 Q1–Q3, 36,590 shares repurchased for RSU tax withholding (company-wide) .
Investment Implications
- Pay-for-performance alignment: Strong emphasis on relative revenue and EPS growth with TSR modifier ties long-term pay outcomes to shareholder value; 2024 STIP paid 130% on competitive growth despite net income ranking variance .
- Retention risk: Retirement-vesting features for long-tenured NEOs and substantial unvested PSUs imply continued alignment but could enable retirement without forfeiture; Bryan meets certain retirement criteria as of 12/31/2024, warranting monitoring of succession plans and post-retirement covenants .
- Change-in-control economics: Illustrative CIC payout of ~$44.9M for Bryan underscores potential golden-parachute optics but is structured as double-trigger with 280G cutback; shareholder proposal seeking additional severance vote was opposed by the Board, citing market norms and recruitment needs .
- Governance quality: Independent committees, lead independent structure, robust anti-hedging/pledging and ownership policies, and active shareholder engagement mitigate dual-role and related-party concerns, though founder-chair dynamic necessitates continued focus on independent oversight .