George Hines
LITHIA MOTORSAbout George Hines
George N. Hines is Senior Vice President and Chief Innovation & Technology Officer (CITO) at Lithia & Driveway, serving since July 2019. He is 51, holds a B.S. in MIS from Millikin University, and completed studies in Stanford’s Design Thinking & Innovation program; prior roles include technology and innovation leadership at Massage Envy Franchising and Viad Corp, and earlier consulting at Deloitte and Ernst & Young . Compensation outcomes for Hines are tied to performance via short-term incentives focused on relative operating profit and revenue, and long-term PSUs linked to relative revenue/EPS growth with a TSR modifier; the Company reported 2023 revenue of $31.0B, exceeding its $29–30B target (driving above-target STIP payouts), and adopted 3-year PSU designs with relative TSR modifiers and governor constraints .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massage Envy Franchising | Technology/Innovation leadership | Not disclosed | Customer experience innovation; frictionless tech |
| Viad Corp | Technology/Innovation leadership | Not disclosed | Innovation leadership across businesses |
| Deloitte Consulting | Management Consultant | Not disclosed | Telecom client advisory; global perspective |
| Ernst & Young Management Consulting | Management Consultant | Not disclosed | Telecom advisory; operations/process insights |
External Roles
No public company board roles or external directorships for Hines are mentioned in Lithia’s proxy materials .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $480,000 | $600,000 | $640,000 |
| All Other Compensation ($) | $57,589 (401k match $2,125; insurance; $50,000 SERP contrib) | $57,915 (401k match $2,500; insurance; $50,000 SERP contrib) | $57,999 |
Performance Compensation
| Component | Target | Performance Metric(s) | 2022 Actual | 2023 Actual | 2024 Actual | Vesting |
|---|---|---|---|---|---|---|
| Short-Term Incentive (STIP) | 67% of base salary (2023); 69% (2024) | Relative operating profit growth vs peers; revenue; strategic objectives (CSR) | $383,610; 127.9% of target | $546,880 | $572,000; 130% of target | Cash, annual |
| RSUs (Time-based) | 2023 target $237,500; 2024 target $250,000 | Service-based; aligns with share price | Grant date FV $292,384; 1,068 shares (2023 grant) | Vested 3,015 shares in 2023; $617,291 value | Annual installments over 3 years | 3 equal annual installments |
| PSUs (Performance) | 2023 target $712,500; 2024 target $750,000 | 2023 PSUs: relative revenue growth + TSR modifier (±25%), operating margin governor; 3-year period (2023–2025) . 2024 PSUs: 40% relative revenue growth, 60% relative EPS growth with TSR modifier (±35%); 3-year period (2024–2026) | 2022 Driveway PSUs: Tranche 1 vested 1/1/2023; tranches 2 forfeited; tranche 3 originally outstanding | 2023 grant: 1,202 target shares; up to 7,009 max; grant date FV $1,060,973 | 2024 design refined to EPS metric after shareholder feedback (no incremental comp charge) | Cliff at certification after performance period |
Multi-Year Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $480,000 | $600,000 | $640,000 |
| Stock Awards ($) | $788,463 | $1,353,357 | $1,205,061 |
| Non-Equity Incentive ($) | $383,610 | $546,880 | $572,000 |
| Change in Pension/Deferred ($) | $— | $— | $— |
| All Other Compensation ($) | $57,589 | $57,915 | $57,999 |
| Total ($) | $1,709,662 | $2,558,152 | $2,475,060 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,271 shares as of Feb 29, 2024; 2,204 shares as of Feb 28, 2025; <1% of outstanding |
| Shares Acquired on RSU Vesting (2023) | 3,015 shares; $617,291 realized value |
| Stock Ownership Guidelines | SVP required to hold 2× salary within 7 years; all execs exceeding minimums as of 12/31/2023 |
| Hedging/Pledging | Prohibited: no hedging/monetization; no margin or pledging company stock |
| Deferred Compensation (2023) | Company contribution $50,000; aggregate balance $226,224; no executive deferral by Hines |
| Plan Vesting on Change in Control | Non-qualified deferred/SERP contributions fully vest at change in control, even without termination; paid over 10 years |
Employment Terms
| Provision | 2022/2023 | 2024/2025 |
|---|---|---|
| Role | SVP, CITO (served since July 2019) | SVP, CITO |
| Change-in-Control (CIC) | Double-trigger; 24 months salary; 2 years bonus; accelerated vesting (time RSUs and performance RSUs at highest level, 2023 proxy) | Double-trigger; 24 months salary; 2 years bonus; accelerated vesting (time RSUs; performance RSUs at target, 2025 proxy) |
| CIC Estimated Payouts | At 12/31: Total $3,853,788 (2022) ; $6,044,388 (2023) | Total $5,680,975 (2024) |
| COBRA/Benefits | Health up to 18 months; long-term care premiums for 24 months post-separation | |
| Non-Compete/Non-Solicit | Effective 2 years post-separation if benefits elected; non-disparagement for 3 years; non-disclosure for 3 years | |
| Clawbacks | SEC/NYSE Dodd-Frank recoupment (effective Oct 2, 2023) and expanded misconduct clawback policy |
Additional Performance and Program Details
- 2023 STIP: Operating profit growth vs auto peers paid at 100% based on +0.06ppt vs peer average; revenue of $31.0B exceeded target (29–30B), paying 166.8% on that component; strategic objectives include acquisitions, global expansion, innovation/diversification, and CSR goals .
- 2024 STIP: Actual payout 130% of target for Hines; CSR and strategic achievements warranted 150% payout for that component (examples include EV sales mix, GreenCars traffic/sales influence, efficiency gains, Driveway profitability/process improvements) .
- LTI Evolution: From 2023, PSU/RSU split is 75%/25% with 3-year PSUs and annual RSUs; 2024 refined metrics to replace net income with EPS in PSUs after shareholder feedback; target LTI values for Hines rose from $950,000 (2023) to $1,000,000 (2024) .
Investment Implications
- Alignment and retention: Hines’ pay mix is predominantly at-risk via PSUs/RSUs and STIP, with stock ownership guidelines met and anti-hedging/pledging policies—strong alignment with shareholders and moderated retention risk via CIC protections and retirement vesting continuity .
- Performance sensitivity: Near-term cash incentives depend on relative operating profit and revenue achievements; long-term equity outcomes hinge on 3-year relative revenue/EPS growth with TSR modifiers—creating multi-factor exposure to sector dynamics and LAD’s consolidation strategy .
- Change-in-control economics: Double-trigger severance of 2× salary+bonus plus equity acceleration and deferred plan vesting could drive executive stability through transactions but also represent meaningful potential payouts; note policy shift to PSU acceleration at target by 2025 improves governance optics vs prior “highest level” acceleration .
- Trading signals: Scheduled RSU vesting (three equal annual installments) and realized vesting values (e.g., 3,015 shares in 2023) imply periodic supply; anti-pledging reduces forced selling risk, but monitoring Form 4s remains prudent around vesting dates .