Cassandra McKinney

About Cassandra M. McKinney

Cassandra M. McKinney (age 64) is an independent director of Lithia Motors, Inc. (LAD), appointed July 1, 2024. She is EVP, Retail Bank at Comerica Bank (since April 2020) and serves on Comerica’s Management Executive Committee; prior roles include SVP, Director Retail Bank Product & Operations (2016–2020) and 11 years at IBM in technology IS and sales/service management. She holds a B.S. in Chemical Engineering from Columbia University and a B.S. in Chemistry from Dillard University, and serves on LAD’s Audit and Compensation Committees .

Past Roles

External Roles

Board Governance

• Independence and role: The Board affirmatively determined Ms. McKinney is independent under NYSE standards. She serves on the Audit and Compensation Committees (all board committees are 100% independent) .
• Committee assignments (2024–2025): Audit (Member); Compensation (Member). Committee chairs are Louis P. Miramontes (Audit) and Shauna F. McIntyre (Compensation) .
• Attendance and engagement: In 2024 the Board held 15 meetings; Audit met 5 times; Compensation met 11 times; Nominating & Governance met 4 times. Each incumbent director attended at least 80% of Board and assigned committee meetings; all directors then in office attended the 2024 Annual Meeting .
• Lead independent oversight and renewal: The Lead Independent Director detailed robust practices (regular executive sessions, third-party board effectiveness reviews). Board renewal added Ms. McKinney in 2024, enhancing financial and retail-banking expertise and diversity .

Fixed Compensation

• Program structure for non-employee directors (2024–2025 service year): $100,000 cash retainer; $25,000 additional cash for each committee chair role; $35,000 for Lead Independent Director or Board Chair; RSUs valued at $195,000 granted post–Annual Meeting, vesting quarterly over one year (pro-rata for partial-year service). Majority of pay is equity; policy updated based on peer medians via Pay Governance .
• 2024 actual (pro-rata since joining July 1, 2024):

Additional details:

• Unvested RSUs at 12/31/2024: 212 units .
• She elected to defer her stock compensation for the 2024–2025 Board service year under the director deferred compensation program .

Performance Compensation

• LAD does not use performance-based equity for non-employee directors. Annual director equity is time-vesting RSUs that vest 25% after each quarterly board meeting over one year (post–Annual Meeting grant), aligning directors with shareholders without short-term performance targets .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Ms. McKinney in the proxy .
• Compensation Committee interlocks: The 2024 Compensation Committee (including Ms. McKinney) reported no interlocks or relationships requiring disclosure under Item 404 of Regulation S‑K .

Expertise & Qualifications

• Banking and retail financial services executive with responsibility for consumer and small business segments; experience in accounting/financial reporting, strategy, innovation, retail, and value creation. Early career technology and sales execution at IBM broadens digital/operational perspective .
• Board-level competencies support Audit and Compensation oversight; Board confirms committee members meet independence, and Audit members meet financial literacy; audit financial expert designations are held by other members (Miramontes, Loretz-Congdon) .

Equity Ownership

Note: Shares outstanding reference date and amount are per record date for the 2025 Annual Meeting .

Governance Assessment

• Strengths

  • Independent director with executive banking background directly relevant to LAD’s financing adjacencies (Driveway Finance) and retail operations oversight; assigned to Audit and Compensation supports board effectiveness .
  • No related-party transactions disclosed involving Ms. McKinney; company enforces related-party review via Audit Committee; hedging/pledging banned; director equity subject to ownership policy and clawback under plan governance .
  • Attendance standards met at board level (≥80% for all incumbents) with robust meeting cadence; ongoing board renewal adds diversity and financial expertise .

• Watch items

  • Time commitments: dual responsibilities as Comerica EVP and membership on two key LAD committees warrant continued monitoring of attendance/engagement; however, the proxy reports at least 80% attendance and regular meetings/executive sessions .
  • Director equity is time-vested (no performance conditions). While standard for directors, investors focused on performance alignment should monitor total equity accumulation versus ownership policy progress; she joined mid-2024 and elected deferral, which signals alignment but delays voting rights on DSUs .

• Conflicts/Red Flags

  • None identified: No disclosed related-party transactions, loans, or pledging by Ms. McKinney; Compensation Committee reported no interlocks; company’s clawback and anti-hedging policies apply .

Overall, Ms. McKinney enhances the board’s financial services, retail banking, and operational oversight capacity. Her roles on Audit and Compensation, independence status, and director equity participation support investor alignment, with no disclosed conflicts or attendance concerns in the period covered .