Heidi O’Neill
LITHIA MOTORSAbout Heidi O’Neill
Heidi O’Neill is an independent, non-employee director of Lithia Motors, Inc. (LAD), appointed effective October 1, 2025, and currently serves on the Audit Committee . She previously served over 20 years at Nike, most recently as President of Consumer, Product, and Brand until May 2025; prior roles included President of Consumer & Marketplace, President of Nike Direct, and VP/GM of North America apparel . Upon appointment, O’Neill filed a Form 3 indicating no beneficial ownership of LAD securities . The company will enter into the standard indemnity agreement used for non-management directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | President, Consumer, Product, and Brand | Until May 2025; 20+ years at Nike | Led integration of global consumer/sport teams, product/innovation, and global brand/sports marketing |
| Nike, Inc. | President, Consumer & Marketplace | Not disclosed | Oversaw consumer and marketplace strategy |
| Nike, Inc. | President, Nike Direct | Not disclosed | Led direct-to-consumer operations |
| Nike, Inc. | VP/GM, North America Apparel | Not disclosed | Led regional apparel business |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Public company boards | Not disclosed | — | — |
| Non-profit/academic | Not disclosed | — | — |
Board Governance
- Committee assignments: Audit Committee member; no chair roles disclosed for O’Neill .
- Independence: O’Neill is a non-employee director; LAD’s board and all board committees are composed of independent directors under NYSE standards .
- Attendance: 2024 board held 15 meetings; each incumbent director attended at least 80% of board/committee meetings. O’Neill joined in October 2025, so her attendance is not yet disclosed .
- Lead Independent Director: The 2025 proxy notes the board will appoint a new Lead Independent Director for the 2025–2026 year; not specified as O’Neill .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 (pro-rated from Oct 1, 2025) | Paid in equal monthly installments over the service year |
| Committee chair fee | $25,000 per chair (program value) | Not applicable to O’Neill (no chair role disclosed) |
| Lead Independent/Chair fee | $35,000 (program value) | Not applicable to O’Neill |
| Meeting fees | None disclosed | LAD pays retainers and equity; no meeting fees disclosed |
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (on appointment) | ~$113,750 | Proportional vesting on the first business day of the month after each quarterly Board meeting during the outside director year | None; director RSUs are time-based |
| Standard director RSU program | $195,000 annual value (program benchmark) | Granted after annual meeting; vest 25% after each quarterly Board meeting over one year | None; director equity is time-based |
Note: LAD’s director equity grants are time-based RSUs; no director performance metrics are disclosed, and options are not currently granted to directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in LAD filings for O’Neill |
| Interlocks/conflicts | None disclosed for O’Neill; LAD disclosed donations to the Southern Oregon University Foundation as part of a 10-year commitment and noted “no other reportable transactions” under Item 404(a) in the 10/1/2025 8-K. O’Neill’s appointment is unrelated to this disclosure . |
Expertise & Qualifications
- Consumer brand leadership, global product/innovation, and marketing/sports marketing; senior leadership across DTC and marketplace operations .
- Governance role on LAD Audit Committee adds oversight exposure; committee independence per NYSE standards .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (initial Form 3) | No securities beneficially owned |
| RSUs granted (on appointment) | ~$113,750 value; share count not disclosed; quarterly vesting over service year |
| Options | None disclosed |
| Pledging/hedging | Prohibited for directors under LAD policy |
| Director stock ownership guideline | Minimum equal to 5x annual base cash compensation within 5 years of appointment; RSUs subject to time-vesting count toward compliance |
| Time to compliance | 5 years from initial appointment |
Insider Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 10/03/2025 | No securities beneficially owned |
| Power of Attorney related to Section 16 filings | 10/01/2025 | Executed by Heidi O’Neill |
Governance Assessment
- Positive signals: Independent, non-employee director; Audit Committee membership; time-based equity aligns director pay with shareholder outcomes; strong anti-hedging/anti-pledging and stock ownership requirements for directors .
- Alignment and incentives: Pro-rated cash retainer and RSUs; standard program targets median peer positioning; equity vesting linked to ongoing service and quarterly Board cycle .
- Conflicts/related-party: No related-party transactions disclosed for O’Neill; the company explicitly notes no other reportable transactions under Item 404(a) in the 10/1/2025 8-K (SOU donations disclosure pertains to other director background) .
- Ownership: Initial Form 3 shows zero holdings; expected to build ownership per 5x retainer guideline within 5 years (typical on appointment) .
- Shareholder sentiment context: 2024 say-on-pay passed with 81% support; board undertook extensive engagement and adjusted executive LTIP metrics (EPS) based on feedback—indicative of responsiveness and governance quality .
RED FLAGS: None disclosed specific to O’Neill (no related-party ties, no hedging/pledging permitted). Near-term alignment consideration: initial lack of share ownership on appointment is typical; compliance with director ownership policy will be monitored over the 5-year window .
Compensation Committee and practices: LAD’s Compensation Committee (independent; chaired by Shauna McIntyre in 2024) uses Pay Governance as an independent consultant; robust clawbacks under Dodd-Frank and misconduct provisions apply to performance-based compensation programs .
References
- Board/committee independence, director compensation program, stock ownership/anti-hedging policies, attendance and governance practices:
- Appointment and compensation terms for Heidi O’Neill; audit committee assignment; indemnity agreement; background summary; SOU Foundation disclosure:
- Form 3 initial beneficial ownership; Power of Attorney:
- Shareholder engagement and say-on-pay 2024 approval:
- LTIP metric changes and program discussion context: