Louis Miramontes
LITHIA MOTORSAbout Louis P. Miramontes
Louis P. Miramontes, age 70, is an independent director of Lithia Motors (LAD) since 2018 (7 years of service) and serves as Audit Committee Chair and a member of the Nominating & Governance Committee; he is designated an “audit committee financial expert.” He was a longtime KPMG LLP partner (including San Francisco Managing Partner and Senior Partner for Latin America) and holds a B.S. in Business Administration from California State University, East Bay. He currently serves on the board of Oportun Financial Corporation (Audit and Nominating & Governance committees) and previously served on the board of Rite Aid Corporation until August 2023 .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, San Francisco; Senior Partner, Latin America; 38-year career | Retired 2014 | Provided audit services to public/private clients in retail, financial services, real estate |
| Independent Financial Advisor | Independent financial advisor | Since 2014 | Advises a real estate development company |
External Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Oportun Financial Corporation | Director | Current | Audit Committee; Nominating & Governance Committee |
| Rite Aid Corporation | Director | Through Aug 2023 | Board service concluded Aug 2023 |
| Real Estate Development Company | Advisor | Current | Advisory services (private) |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee Member .
- Independence: Board affirmatively determined Miramontes is independent under NYSE standards .
- Attendance and engagement: In 2024 the Board held 15 meetings; each incumbent director attended at least 80% of Board and committee meetings, and all directors then in office attended the 2024 Annual Meeting .
- Committee cadence: Audit Committee met 5 times; Nominating & Governance met 4 times in 2024 .
- Board independence profile: 75% of directors are independent; 100% of committee members are independent .
Fixed Compensation
- Program structure (2024–2025 board year): $100,000 cash retainer; +$25,000 for each committee chair; +$35,000 for Lead Independent Director or Board Chair; annual RSU grant valued at $195,000 (granted after annual meeting; vests quarterly over one year) .
- 2024 actual (calendar-year) director pay: | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Louis P. Miramontes | 125,000 | 183,100 | 308,100 |
Notes: 2024 amounts straddle portions of the 2023–2024 and 2024–2025 service years; LAD pays a majority of non-employee director compensation in equity to align with shareholders .
Performance Compensation
- Non-employee director equity is time-based RSUs only; there are no performance-vesting awards, options, or per-meeting fees disclosed for directors. RSUs are granted post-annual meeting and vest in quarterly installments over one year, subject to continued service .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Oportun Financial Corporation | Financial services/fintech | Director; Audit; Nominating & Governance | None disclosed with LAD customers/suppliers |
| Rite Aid Corporation (prior) | Retail pharmacy | Director (ended Aug 2023) | Not applicable (former) |
- Related-party review: LAD’s Audit Committee reviews any related-person transaction >$120,000; 2025 proxy discloses DeBoer family relationships but no other family relationships among executives/directors; no specific related-party transactions involving Miramontes are described in the section .
Expertise & Qualifications
- Audit Committee Financial Expert under SEC rules; deep accounting/financial reporting and governance experience .
- 38-year KPMG tenure (senior leadership; international experience), with sector exposure to retail, financial services, and real estate .
- Current governance roles at a public financial services company (Oportun) reinforce audit and nominating expertise .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Unvested Director Stock Units (12/31/2024) | Ownership Policy / Restrictions |
|---|---|---|---|---|
| Louis P. Miramontes | 5,257 | <1% | 176 | Directors must own ≥5x annual cash retainer within 5 years; RSUs subject to time-vesting count toward policy; hedging and pledging prohibited |
Governance Assessment
-
Strengths
- Audit Chair with audit committee financial expert designation; extensive accounting and audit background supports robust financial oversight and internal control/risk supervision .
- Independent status confirmed; Board/committees heavily independent with strong meeting cadence and attendance (≥80% for all incumbents) .
- Director pay emphasizes equity; stock ownership policy plus anti-hedging/pledging enhance alignment and risk posture .
- Board demonstrates responsiveness to shareholders on executive pay structure (e.g., adding EPS to LTIs; outreach after 81% say-on-pay support in 2024), indicating healthy governance culture and oversight context .
-
Potential risks and watch items
- RED FLAG (perception): Miramontes is a retired KPMG partner, and KPMG has served as LAD’s auditor for 32 years; while the Audit Committee annually evaluates KPMG’s independence and rotated the lead partner in 2023, his prior affiliation could present a perceived independence sensitivity. Mitigants include retirement since 2014 and formal independence oversight (PCAOB communications, CAQ assessment tool) .
- Ownership alignment: Beneficial ownership reported at 5,257 shares (<1%); directors must meet 5x retainer ownership guidelines, but individual compliance status for directors is not disclosed—continue to monitor holdings versus policy over time .
-
No related-party exposure disclosed involving Miramontes; proxy highlights only DeBoer family relationships and outlines the review process for related-person transactions .