Christopher Holzshu
Executive Vice President at LAD
Executive
About Christopher Holzshu
Christopher S. Holzshu is Executive Vice President at Lithia Motors (LAD), a role he has held since August 2024; he previously served as Chief Operating Officer (2019–Aug 2024) and earlier as Chief Financial Officer and Chief Human Resources Officer. He joined Lithia in 2003 after several years at KPMG LLP and holds a B.S. in Accounting from the University of Alaska; age 51 as disclosed for 2024 NEOs . Under the leadership team in 2024, Lithia delivered record revenue of $36.2B (+17% y/y), EPS of $29.65 (−18% y/y), and net income of $802M (−20% y/y); 1-year, 2-year, and 3-year TSR were 31%, 74%, and 32%, respectively (to 12/31/2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lithia Motors | Executive Vice President | Aug 2024–present | Senior executive leadership across operations and enterprise initiatives . |
| Lithia Motors | Chief Operating Officer | 2019–Aug 2024 | Operational leadership across stores; deep familiarity with store operations and people development . |
| Lithia Motors | Chief Financial Officer | Not disclosed | Finance leadership; cross-functional executive experience (finance/HR/operations) . |
| Lithia Motors | Chief Human Resources Officer | Not disclosed | Human capital and culture leadership . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KPMG LLP | Audit professional (automotive/manufacturing/financial services/retail focus) | “Several years” prior to 2003 | Sector-specialized audit experience relevant to Lithia’s industry . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | $900,000 | $900,000 |
| Target Short-Term Incentive (% of Salary) | 120% | 120% |
Performance Compensation
2024 Short‑Term Incentive (STIP) – Design and Outcome
| Metric | Weight | Target definition | Actual attainment | Payout vs target |
|---|---|---|---|---|
| Relative Revenue Growth | 40% | Rank vs retail peer group | Peer rank 1st | 200% |
| Relative Net Income Growth | 50% | Rank vs retail peer group | Peer rank 13th | 70% |
| Corporate Responsibility & Strategy | 10% | Board‑approved CSR/strategy goals | Above target | 150% |
| Total | 100% | — | — | 130% (weighted) |
| Executive | 2024 Target STIP (% of Salary) | 2024 Actual Payout (% of Target) | 2024 Actual Payout ($) |
|---|---|---|---|
| Christopher S. Holzshu | 120% | 130% | $1,404,000 |
Long‑Term Incentive (LTI) Structure and 2024 Grants
- Mix and metrics: 75% PSUs, 25% RSUs. PSUs vest after a 3-year performance period (2024–2026) based on Relative Revenue Growth (40%) and Relative EPS Growth (60%), with a Relative TSR modifier up to ±35%; RSUs vest in equal annual installments over three years (33%/33%/34%) .
- 2024 Holzshu LTI targeting and grants:
| Component | 2024 Target Value ($) | Grant date fair value ($) | Shares/units | Vesting |
|---|---|---|---|---|
| PSUs (2024–2026) | 3,712,500 | 4,608,631 | Target 12,499; Threshold 6,250; Max 32,904 | Performance period ends 12/31/2026; payout after certification |
| RSUs (service‑based) | 1,237,500 | 1,356,220 | 4,167 | 33% 1/1/2025; 33% 1/1/2026; 34% 1/1/2027 |
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary | Stock Awards | Non‑Equity Incentive Plan Comp (STIP) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $900,000 | $5,964,851 | $1,404,000 | $106,389 | $8,375,240 |
| 2023 | $900,000 | $7,051,236 | $1,476,576 | $106,305 | $9,534,117 |
| 2022 | $800,000 | $3,003,340 | $959,025 | $105,979 | $4,868,344 |
Notes: “All Other Comp” includes Company contributions to the Non‑Qualified Deferred Compensation/SERP (2024: $100,000) and insurance premiums .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Shares beneficially owned: 20,849 (<1% of shares outstanding as of 2/28/2025) .
- Stock Ownership Guidelines: EVPs must hold shares equal to 3x base salary within 7 years; as of 12/31/2024, all executive officers exceeded minimums .
- Hedging/Pledging: Company prohibits hedging and pledging; no holding in margin accounts .
Outstanding and Unvested Awards (12/31/2024)
| Award type | Grant date | Unvested time‑based RSUs (#) | Unvested performance‑based (PSUs) (#) | Reference price for valuation ($/sh) |
|---|---|---|---|---|
| RSUs | 1/1/2021 | 3,254 (vests 100% on 1/1/2025) | — | 357.43 |
| RSUs | 1/3/2022 | 5,453 (50% 1/1/2025; 50% 1/1/2026) | — | 357.43 |
| RSUs | 2/2/2023 | 3,728 (50% 1/1/2025; 50% 1/1/2026) | — | 357.43 |
| RSUs | 1/2/2024 | 4,167 (33% 1/1/2025; 33% 1/1/2026; 34% 1/1/2027) | — | 357.43 |
| PSUs | 2/2/2023 | — | 36,516 (performance period ends 12/31/2025; table shows max based on y1/y2 performance) | 357.43 |
| PSUs | 1/2/2024 | — | 32,904 (performance period ends 12/31/2026; table shows max based on y1 performance) | 357.43 |
Vesting‑related selling pressure: Significant time‑based RSUs vest on 1/1/2025 (2021 100%; 2022 50%; 2023 50%; 2024 33%), which may create gross taxable share delivery of 9,219 shares at those dates (valuation reference $357.43/sh as of 12/31/2024) before tax withholding and personal decisions .
Employment Terms
Change-in-Control (CIC) and Severance
- CIC agreements: Double‑trigger; if terminated without cause or resigns for good reason after a CIC, executive receives 24 months of base salary, 2 years of target bonus, accelerated vesting of time‑based RSUs, and PSUs vest at target; continued long‑term care insurance for 24 months; health coverage up to 18 months .
- Restrictive covenants: Non‑compete and non‑solicit for 2 years post‑separation if benefits elected; non‑disparagement for 3 years; non‑disclosure applies separately .
- 280G cutback: Benefits reduced to avoid excise tax if applicable (no gross‑ups) .
Quantified CIC Payout Illustration (as of 12/31/2024)
| Component | Amount |
|---|---|
| Severance payments (24 months base) | $1,800,000 |
| Severance‑related benefits (estimated health/LTC) | $22,421 |
| Value of stock awards that would vest | $15,880,972 |
| Value of long‑term incentive benefits (SERP/deferral vesting; 10‑yr installments) | $221,298 |
| Additional payment under 2024 cash incentive | $2,892,240 |
| Total | $20,816,931 |
Death/Disability/Retirement
- Upon death or disability: equity continues to vest as scheduled; SERP contributions vest 100% .
- Qualified retirement (age/service criteria): equity and SERP continue to vest per schedules (PSUs subject to performance), subject to covenants; as of 12/31/2024, Holzshu met qualified retirement criteria for equity continuation alongside the CEO, per footnote on retirement eligibility (combination rules differ by award; minimum age+service ≥65) .
Deferred Compensation
| Executive Contributions (2024) | Company Contributions (2024) | Earnings (2024) | Aggregate Balance (12/31/2024) |
|---|---|---|---|
| $0 | $100,000 | $83,867 | $1,674,305 |
Performance & Track Record
- 2024 outcomes: EPS $29.65 (−18% y/y), net income $802M (−20% y/y), revenue $36.2B (+17% y/y); 1‑yr TSR +31%; 2‑yr +74%; 3‑yr +32% .
- STIP paid at 130% of target based on top‑rank revenue growth, lower net income rank, and above‑target CSR/strategy execution .
- LTI program refined: 2024 PSUs replaced net income with EPS (60% weighting) and retained revenue (40%) plus a TSR modifier, in response to investor feedback; 3‑year performance period (2024–2026) .
- Say‑on‑pay: 2024 support 81% (down from historical levels); average support approximately 94% over the past five years; extensive shareholder engagement >75% of outstanding shares in 2024 .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, equity remained the dominant component; Holzshu’s stock awards decreased year‑over‑year ($5.96M vs $7.05M in 2023) while cash STIP modestly declined ($1.40M vs $1.48M in 2023), with base salary flat at $900k .
- Shift to performance‑based equity: PSUs comprise 75% of LTI with 3‑year horizons, enhancing performance alignment; EPS added to PSU metrics to better reflect strategic goals; TSR modifier links payouts to relative shareholder returns .
- Governance guardrails: Robust clawbacks (Dodd‑Frank compliant and reputational harm), prohibition on hedging/pledging, double‑trigger CIC (no gross‑ups), and meaningful ownership guidelines (EVP 3x salary) with all executives exceeding minimums as of 12/31/2024 .
Related Party Transactions
- No related‑party transactions involving Mr. Holzshu are disclosed in the proxy; the company outlines review procedures under its Code of Business Conduct and Ethics .
Compensation Peer Group (for benchmarking)
Peer set includes broad retail and auto retail comparables such as AutoNation (AN), Asbury (ABG), CarMax (KMX), Group 1 (GPI), Penske (PAG), Sonic (SAH), plus retailers and distributors (e.g., Best Buy, Dollar General, Lowe’s, LKQ, O’Reilly, Sysco, Tractor Supply, Genuine Parts, TJX, Gap, Dollar Tree) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 81%; prior five‑year average support ~94% .
- Response actions: Added EPS to PSUs; targeted differentiation between STIP and LTI metrics; kept CEO target pay flat in 2024; board‑level engagement with investors representing >75% of shares outstanding .
Expertise & Qualifications
- Education: B.S. Accounting, University of Alaska .
- Technical/functional: Finance (former CFO), HR leadership (former CHRO), store/operations (former COO), audit background at KPMG (automotive/manufacturing/financial services/retail) .
Work History & Career Trajectory
- Lithia Motors: Joined 2003; progressed through finance, HR, and operations leadership roles culminating in COO (2019–Aug 2024) and EVP (Aug 2024–present) .
- KPMG LLP: Several years before joining Lithia; specialized in sectors directly relevant to Lithia’s business .
Employment Terms
- Core contract economics: Double‑trigger CIC (24 months base; 2 years target bonus; acceleration terms); restrictive covenants (non‑compete/non‑solicit: 2 years; non‑disparagement: 3 years); 280G cutback (no gross‑ups); Dodd‑Frank and reputational harm clawbacks .
Investment Implications
- Alignment and performance sensitivity: 75% PSU weighting and EPS/revenue/TSR metrics create strong linkage between pay and multi‑year performance; anti‑hedging/pledging and 3x salary ownership guideline for EVPs further align interests .
- Retention risk appears contained: Material unvested equity (time‑based RSUs vesting across 2025–2027 and PSUs with 2025/2026 measurement ends) plus qualified retirement design that continues vesting (subject to covenants) support retention and orderly succession planning .
- Near‑term selling/withholding overhang: Significant RSU vesting on 1/1/2025 (across 2021–2024 grants) may create mechanical tax‑withholding sales; monitor Form 4 activity around vest dates for flow‑through effects .
- Transaction sensitivity: In a CIC, double‑trigger benefits and target‑level PSU acceleration define economics; absence of gross‑ups and presence of 280G cutback are governance‑friendly; model ~$20.8M illustrative CIC package (12/31/2024 basis) in downside scenarios .
- Shareholder sentiment: 2024 say‑on‑pay at 81% with responsive program changes suggests improved but watchful sentiment; continued engagement and metric rigor will be important as EPS normalizes through the cycle .