David Stork
Senior Vice President and Chief Administrative Officer at LAD
Executive
About David Stork
David G. Stork is Senior Vice President and Chief Administrative Officer (CAO) at Lithia Motors (LAD), a role he has held since 2021; he previously served as Chief Legal Officer starting in December 2018. His background includes General Counsel and Head of Compliance at JELD-WEN, Inc., and General Counsel and Director of Risk Management at Krause Gentle Companies; he holds a BA in Literature and Economics from Luther College and a JD from the University of Minnesota Law School . Company performance in 2024: revenue was $36.2 billion (+17% y/y), net income $802 million (-20% y/y), EPS $29.65, and the value of a $100 TSR investment stood at $251.19, underscoring mixed profitability amid strong scale expansion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lithia Motors (LAD) | Chief Legal Officer | Dec 2018–2021 | Led legal/compliance, supporting innovation, diversification, M&A, IP enhancement as Lithia grew and diversified . |
| JELD-WEN, Inc. | General Counsel and Head of Compliance | Not disclosed | Senior legal/compliance leadership for a large manufacturer . |
| Krause Gentle Companies | General Counsel and Director of Risk Management | Not disclosed | Legal and risk management for a large retailer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JELD-WEN, Inc. | General Counsel and Head of Compliance | Not disclosed | External corporate legal leadership . |
| Krause Gentle Companies | General Counsel and Director of Risk Management | Not disclosed | External risk management role . |
Fixed Compensation
- Executive compensation components at LAD comprise base salary, cash-based short-term incentive (STIP), equity-based long-term incentives (PSUs and RSUs), and non-qualified deferred compensation/SERP; perquisites are limited (primarily insurance) .
- Stork was not a named executive officer (NEO) in 2024, so his specific base salary, target bonus, and grant values are not disclosed in the proxy; current NEOs listed are Bryan DeBoer (CEO), Tina Miller (CFO), Adam Chamberlain (COO), Christopher Holzshu (EVP), and George Hines (SVP/CITO) .
Performance Compensation
| Metric | Weighting | Target Definition | Actual 2024 Attainment | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| Relative Revenue Growth (STIP) | 40% | Rank within expanded retail peer group; payout schedule by rank | Peer Rank 1st | 200% | Cash bonus for 2024 STIP |
| Relative Net Income Growth (STIP) | 50% | Rank within expanded retail peer group; payout schedule by rank | Peer Rank 13th | 70% | Cash bonus for 2024 STIP |
| Corporate Responsibility & Strategy (STIP) | 10% | ESG and strategic execution scorecard | Achievement Above Target | 150% | Cash bonus for 2024 STIP |
| Total STIP Payout | — | 100% target baseline | Company-level payout 130% of target | 130% | Cash bonus for plan year |
| PSUs – Relative Revenue Growth | 40% | 3-year average rank vs peer group (2024–2026) | In-progress (no 2024 vest) | Formulaic per schedule | Pays after FY2026, in 2027 |
| PSUs – Relative EPS Growth | 60% | 3-year average rank vs peer group (2024–2026) | In-progress (metric changed to EPS in May 2024) | Formulaic per schedule | Pays after FY2026, in 2027 |
| PSUs – Relative TSR Modifier | +/- up to 35% | 3-year TSR rank vs peer group | In-progress | Modifier applied to PSU payout | Applied at certification in 2027 |
| RSUs (Service-based) | Minority weighting (25% of LTI target) | Annual installments over 3 years | Vests 33%/33%/34% Jan 2025/2026/2027 | N/A | Settles in shares per schedule |
- In response to investor feedback, LAD re-incorporated EPS into long-term PSUs in 2024 (replacing net income), retained revenue growth, and maintained a TSR modifier; STIP remained focused on revenue and net income growth with an ESG/strategy component .
Equity Ownership & Alignment
| Policy/Disclosure | Detail |
|---|---|
| Executive Stock Ownership Guidelines | CEO 5x salary; EVP 3x; SVP 2x; VP 1x; 7 years to comply . |
| Compliance Status (Dec 31, 2024) | All executive officers exceeded minimum stock ownership requirements . |
| Counting of PSUs toward ownership | 3-year PSUs (introduced in 2023) do not count until performance conditions met; policy clarified July 2024 . |
| Anti-Hedging and Pledging | Executives may not hedge/monetize or pledge/margin company stock . |
| Clawbacks | Dodd-Frank/NYSE-compliant recoupment for restatements (effective Oct 2, 2023) and a 2022 policy enabling recovery for overpayment due to restatement and for misconduct causing reputational harm . |
| Perquisites | Limited insurance; personal aircraft use permitted from 2025 subject to annual caps and cost reimbursement; no dividends on unvested awards . |
| Deferred Compensation/SERP | Executives may defer up to 50% of base salary and 100% of bonus; company discretionary contributions accrue interest; SERP vests per plan (acceleration on death/disability) . |
Individual beneficial ownership for Stork is not separately itemized in the beneficial ownership table; the table lists directors and NEOs, and the group total for all current executive officers and directors is 228,634 shares as of Feb 28, 2025 .
Employment Terms
| Provision | Senior VP (CAO) Terms |
|---|---|
| Change-in-Control Coverage | LAD states each CEO, EVP, Senior VP, and VP has a change-in-control agreement . |
| Trigger Type | Double-trigger (termination without cause or resignation for good reason after a CIC) . |
| Cash Severance | 24 months of salary; 2 years of bonus (cash-based STIP) . |
| Equity Acceleration | Time-vesting RSUs fully accelerate; PSUs accelerate at target . |
| Benefits Continuation | Long-term care insurance for 24 months; health insurance up to 18 months/COBRA . |
| Restrictive Covenants | Non-solicit & non-compete for 2 years post-separation; non-disparagement for 3 years; non-disclosure 3 years; assignment of creative works . |
| 280G Cutback | Benefits reduced to avoid excise tax under Section 4999; executive may select the reductions (subject to agreement/accountant determination) . |
| Retirement Vesting Features (PSUs/RSUs) | For NEOs and certain cases, if retirement eligibility criteria (minimum age+service combination ≥65 and covenants) are met, PSUs/RSUs continue vesting per terms; PSUs forfeited if post-retirement covenants are violated . |
Investment Implications
- Alignment and incentives: Stork participates in LAD’s pay-for-performance framework centered on relative revenue and EPS growth with a TSR modifier (PSUs) and competitive STIP metrics; executives must meet strict ownership, anti-hedging/pledging, and clawback policies, strengthening alignment and governance .
- Retention risk: Double-trigger CIC terms for Senior Vice Presidents (24 months salary, 2 years bonus, equity acceleration) materially reduce retention risk in transaction scenarios; ongoing stock ownership compliance provides holding power, limiting near-term insider selling pressure outside scheduled vesting windows .
- Performance backdrop: 2024 saw record revenue ($36.2B), EPS $29.65, and net income of $802M amid continued omnichannel expansion (DFC profitability, acquisitions), with STIP paying 130%—supporting confidence in execution but highlighting profit normalization pressures; investor feedback led to EPS reintroduced in PSUs, improving metric linkage to long-term strategy .
- Dilution watch: Shareholders will vote on adding 1,160,000 shares to the 2013 Stock Incentive Plan; pro forma overhang is 7.23%, and average three-year burn rate is 0.57%, indicating measured but meaningful equity usage—relevant for monitoring future award cadence and executive holding power .
Say-on-pay support was 81% in 2024 (down from ~94–97% average in prior years), prompting extensive shareholder engagement and plan refinements (EPS metric in PSUs, active management of LTI grant values) .
Data References
- Role/Background/Education:
- Company performance metrics: Revenue/EPS/net income ; TSR (value of $100)
- STIP design, weights, payout:
- PSUs/RSUs design, weights, modifier, vesting:
- Ownership guidelines and compliance: ; anti-hedging/pledging: ; clawbacks:
- CIC coverage and terms: coverage statement ; terms ; definitions and cutback
- Deferred comp/SERP:
- Plan share increase, burn rate, overhang:
- Say-on-pay engagement/support: