Richard Bailey
Director at LAD
Board
About Richard Bailey
Richard Bailey joined Lithia Motors, Inc.’s board effective October 1, 2025; he is a non-employee director and was appointed to serve on the Audit Committee. He is President of Southern Oregon University (since January 2022) and previously served as President of Northern New Mexico College (October 2016–January 2022); earlier, he completed a 24-year U.S. Air Force career, retiring as a full colonel and command pilot with 3,500+ flight hours . Tenure on LAD’s board began October 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern New Mexico College | President | Oct 2016–Jan 2022 | Led institutional resurgence; executive leadership |
| U.S. Air Force | Command pilot; retired as full colonel | ~24 years (prior to Oct 2016) | Senior military leadership; 3,500+ flying hours |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Oregon University (SOU) | President | Jan 2022–Present | Company has a 10-year philanthropic commitment to SOU; donations to SOU Foundation were ~$833k in 2024 and ~$666k YTD 2025; company states no other reportable Item 404(a) transactions |
Board Governance
- Committee assignments: Member, Audit Committee (effective Oct 1, 2025) .
- Independence/Status: Appointed as a non-employee director; formal independence determinations are conducted annually under NYSE standards in the proxy (Bailey joined post-2025 proxy) .
- Indemnification: LAD will enter an indemnity agreement with Bailey in the same form used for other non-management directors .
- Board operations context: In 2024 the Board held 15 meetings and committees held 20 meetings; robust stock ownership and anti-hedging/pledging policies apply to directors .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Paid monthly; pro-rated for partial service year (2025–2026) |
| Committee chair fee | $25,000 | Per chair role; not applicable to Bailey at appointment |
| Lead Independent/Board Chair fee | $35,000 | If applicable; not applicable to Bailey |
| Director RSU grant (standard program) | $195,000 | Granted after annual meeting; vests 25% after each quarterly Board meeting over one year |
| Bailey initial RSU grant | ~$113,750 | Granted upon appointment; vests proportionately after each scheduled quarterly Board meeting over the outside director compensation year |
Performance Compensation
- Director equity is time-based RSUs; no director performance metrics are applied to RSUs. Dividends are not paid on unvested stock awards; RSUs vest quarterly tied to Board meeting schedule .
- Clawbacks: Awards are subject to company clawback policies; clawbacks apply to cash incentives and stock awards in cases of financial restatement or misconduct causing reputational harm .
| Equity Term | Details |
|---|---|
| RSU valuation | Based on 20-day average closing price prior to grant date |
| Vesting cadence | 25% after each regularly scheduled quarterly Board meeting, contingent on continued service |
| Dividends on unvested awards | Not paid on unvested stock awards; dividend equivalents subject to vesting |
| Clawback applicability | RSUs subject to clawback policies |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed in LAD filings at appointment | — | — | Bailey’s 8-K appointment disclosure lists SOU leadership and prior roles; no public-company directorships disclosed therein |
Expertise & Qualifications
- Executive leadership: University president roles at SOU and NNMC; turnaround experience at NNMC .
- Operational discipline: Senior military leadership; colonel with extensive flight hours indicating mission execution and risk oversight .
- Governance fit: Assigned to Audit Committee; company emphasizes majority-independent Board, annual effectiveness reviews, and strong governance controls .
Equity Ownership
| Item | Detail |
|---|---|
| Initial RSU grant | ~$113,750 in RSUs upon appointment (number of units determined by 20-day average price) |
| Stock ownership guideline | Directors must own ≥5x annual base cash compensation within 5 years of appointment; RSUs subject to time-vesting count; hedging and pledging prohibited |
| Hedging/Pledging | Prohibited for directors; cannot hold company securities in margin accounts or pledge as collateral |
Related Party & Conflict Considerations
- SOU linkage: LAD donations to SOU Foundation (~$833k in 2024; ~$666k in 2025) are part of a 10-year commitment made in July 2022; the 8-K states there are no other reportable transactions under Item 404(a) tied to Bailey’s appointment .
- Governance mitigants: Robust anti-hedging/pledging policy and ownership guidelines for directors; independent Compensation Committee and clawback policies .
- RED FLAG monitoring: Continued philanthropic ties to SOU warrant monitoring for any future transactions that could trigger related-party classification under Item 404(a), particularly if amounts or terms change materially .
Say-on-Pay & Shareholder Feedback (Context for governance environment)
| Measure | 2023 | 2025 |
|---|---|---|
| Say-on-Pay approval (For votes) | 24,253,819 vs 1,061,122 Against | 19,642,551 vs 3,649,971 Against |
| Notes | One-year frequency approved; KPMG ratified | Stock plan share increase approved; severance-related shareholder proposal failed |
Governance Assessment
- Board effectiveness signal: Bailey’s appointment expanded the Board and placed him on Audit, adding leadership diversity from higher education and military backgrounds; indemnity aligned with other non-management directors . Strong board processes (meeting cadence, effectiveness reviews) support oversight .
- Alignment & incentives: Director pay mix is majority equity with strict ownership and anti-hedging/pledging policies; no dividends on unvested awards; clawbacks apply—supporting long-term alignment and risk mitigation .
- Conflicts risk: Philanthropic support to SOU Foundation exists and is transparently disclosed with no other reportable Item 404(a) transactions; nonetheless, the relationship should be monitored for any incremental commitments or transactions that could shift independence perceptions, particularly given Bailey’s leadership role at SOU .
- Overall signal to investors: Bailey’s governance footprint at LAD is emerging post-appointment; audit committee assignment indicates trust in oversight, while company-wide governance practices (independence, clawbacks, ownership policies) reduce misalignment risks .