James Lentz
Director at LAD
Board
About James E. Lentz
James E. Lentz (age 69) is an independent director of Lithia Motors (LAD), serving since October 2022 (tenure: ~2 years). He spent 38 years at Toyota, serving as CEO of Toyota Motor North America from 2013 until his retirement in 2020, overseeing manufacturing, R&D, sales, marketing, product support, and corporate resources. He holds both an undergraduate degree and an MBA in Finance from the University of Denver. Recognitions include Advertising Age “Marketer of the Year,” Automotive News “All-Star,” and Automotive Hall of Fame “Industry Leader of the Year.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America | Chief Executive Officer | 2013–2020 | Oversaw all North American operations; led the Scion brand launch; recognized for customer experience leadership (multiple industry awards). |
| Toyota (various roles) | Senior leadership across manufacturing, R&D, sales/marketing | ~38 years | Broad operational and corporate resources expertise across auto industry value chain. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private companies (unnamed) | Advisor | Ongoing | The proxy discloses advisory roles to several private companies; no public company directorships are disclosed for Mr. Lentz. |
Board Governance
- Independence: Board affirmatively determined Mr. Lentz is independent under NYSE standards.
- Committee memberships (2024): Audit Committee (member) and Compensation Committee (member); no chair roles.
- Attendance: Board held 15 meetings and committees held 20 formal meetings in 2024; each incumbent director attended at least 80% of Board and applicable committee meetings; all directors then in office attended the 2024 Annual Meeting.
- Years of service: ~2 years; joined October 2022.
| Governance Item | Status | Source |
|---|---|---|
| Independence | Independent director | |
| Audit Committee | Member | |
| Compensation Committee | Member | |
| Chair roles | None disclosed | |
| 2024 attendance | ≥80% of Board/committee meetings; attended 2024 annual meeting | |
| Board/committee independence | 75% of Board independent; 100% of committee members independent |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 100,000 | Standard non-employee director cash retainer. |
| Stock awards (RSUs) – grant date fair value | 183,100 | 2024 grant date fair value; RSUs for directors. |
| Total 2024 director compensation | 283,100 | Sum of cash and stock award columns. |
| 2024–2025 Non-Employee Director Program Terms | Value/Policy | Vesting/Restrictions |
|---|---|---|
| Cash retainer | $100,000 | Paid monthly over service period. |
| Committee chair fee | +$25,000 per chair | Paid monthly; not applicable to Lentz (not a chair). |
| Lead Independent/Board Chair fee | +$35,000 | Paid monthly; not applicable to Lentz. |
| RSU annual grant value | $195,000 | Number determined by 20-day average price pre-grant. |
| RSU vesting | 25% after each quarterly Board meeting (over one year) | Must continue service; subject to stock ownership policy. |
| Stock ownership policy | ≥5x annual base cash compensation (achieve within 5 years) | RSUs with time-vesting count; hedging/pledging prohibited. |
| Hedging/pledging | Prohibited (no margin or pledge) | Applies to directors. |
| Clawback | Awards subject to company clawback policies | Applies under 2013 Plan. |
Performance Compensation
Non-employee directors do not receive performance-based incentives; director equity grants are time-vested RSUs. The company’s pay-for-performance framework (executive incentives) is shown for governance context:
| 2024 Executive STIP (cash) | Weight | Attainment | Payout Impact |
|---|---|---|---|
| Relative Revenue Growth (vs. retail peer group) | 40% | Peer Rank 1st | 200% |
| Relative Net Income Growth (vs. retail peer group) | 50% | Peer Rank 13th | 70% |
| Corporate Responsibility & Strategy | 10% | Above Target | 150% |
| Total STIP payout vs. target | — | — | 130% (paid) |
| 2024 Executive PSUs | Weight | Metric | Modifier |
|---|---|---|---|
| PSU Metric 1 | 40% | Relative Revenue Growth (3-year) | — |
| PSU Metric 2 | 60% | Relative EPS Growth (3-year) | — |
| TSR Modifier | Up to ±35% | Relative TSR rank (3-year) | Applied post-metric attainment |
Note: Directors’ RSUs are not subject to these performance metrics.
Other Directorships & Interlocks
| Committee | 2024 Members | Interlocks/Related-Party Disclosure |
|---|---|---|
| Compensation Committee | Shauna F. McIntyre (Chair); James E. Lentz; Cassandra M. McKinney; David J. Robino | None of the 2024 Compensation Committee members were company officers; no relationships requiring Item 404 disclosure. |
| Audit Committee | Louis P. Miramontes (Chair); James E. Lentz; Stacy C. Loretz-Congdon; Cassandra M. McKinney | Audit Committee oversees related-party transactions. |
Expertise & Qualifications
- Automotive industry leadership and corporate resources expertise across manufacturing, R&D, sales, marketing, and operations; former CEO of Toyota Motor North America.
- Committee experience on Audit and Compensation at LAD.
- Not designated an “audit committee financial expert” (designation applies to Loretz-Congdon and Miramontes).
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 1,873 | <1%; includes 176 RSUs vesting within 60 days. |
| Unvested director stock awards at 12/31/2024 | 176 units | RSUs outstanding as of YE 2024. |
| Director stock ownership guideline | 5x annual base cash compensation | Achieve within 5 years; RSUs/time-based awards count; no hedging/pledging. |
Governance Assessment
- Strengths: Independent status; service on Audit and Compensation committees; strong board practices (15 board meetings and 20 committee meetings in 2024 with ≥80% attendance by incumbents; executive sessions; proxy access; stock ownership, anti-hedging/pledging policies).
- Pay-for-performance culture: Executive STIP paid 130% on competitive revenue/net income growth and corporate responsibility; long-term PSUs tied to relative revenue and EPS growth with TSR modifier; robust clawback policies (Dodd-Frank-compliant and misconduct clawback), double-trigger CIC with no excise tax gross-ups.
- Shareholder signals: Say-on-pay support was strong but reduced in 2024 (81%); the board engaged shareholders (invited holders representing >70% of “against” votes) and adjusted metrics (LTIP moved from net income to EPS).
- Conflicts/related-party exposure: No related-party transactions disclosed for Mr. Lentz; Audit Committee reviews related-party transactions; notable related-party arrangements involve the DeBoer family, not Lentz.
- RED FLAGS: None observed for Mr. Lentz—no pledging/hedging, no low attendance, no disclosed related-party transactions, and director awards subject to clawbacks; plan prohibits repricing without shareholder approval.