Shauna McIntyre
LITHIA MOTORSAbout Shauna F. McIntyre
Independent director at Lithia Motors (LAD) since April 2019; age 53. She chairs the Compensation Committee, serves on the Nominating & Governance Committee, and is the Board-designated lead for cybersecurity oversight (NACD CERT certified) . McIntyre’s background spans industrial automation, energy storage, and mobility: CEO roles at Sense Photonics (2020–2021) and Cuberg (2024), interim CEO of Electric Last Mile Solutions during its bankruptcy process (2022), Google automotive services program lead (2018–2020), and VP roles at Honeywell; she holds an MBA from Harvard and M.S./B.S. in Mechanical Engineering from UC Berkeley/UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cuberg (Northvolt subsidiary) | Chief Executive Officer | Feb 2024 – Aug 2024 | Led advanced energy storage unit (battery technology) . |
| Northvolt North America | Deputy CEO | Aug 2024 – Nov 2024 | Senior leadership in energy storage expansion . |
| Electric Last Mile Solutions (NASDAQ: ELMS) | Interim CEO | Feb 2022 – Jun 2022 | Restructured operations; navigated bankruptcy process . |
| Sense Photonics | Chief Executive Officer | Apr 2020 – Oct 2021 | Scaled industrial sensor business to exit . |
| Program Lead, Automotive Services | May 2018 – Apr 2020 | Led Google’s automotive services program . | |
| Honeywell | Vice President, Commercial Vehicle Platforms | Prior to 2018 | Senior operations/technology leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | No other public company directorships disclosed for Ms. McIntyre in LAD’s 2025 proxy . |
Board Governance
- Committee assignments (2024): Compensation (Chair); Nominating & Governance (Member). Board committees are 100% independent; Board independence 75% .
- Cybersecurity oversight: Board-designated director for cyber; NACD CERT in cybersecurity oversight; quarterly reporting cadence to Board .
- Independence: Affirmatively determined independent under NYSE standards; all Compensation and Nominating & Governance Committee members are independent .
- Attendance and engagement: Board held 15 meetings in 2024 and committees held 20 formal meetings; each incumbent director attended at least 80% of Board and committee meetings on which they served; directors were encouraged to attend the annual meeting and those then in office did so .
- Shareholder engagement: Lead Independent Director and Compensation Chair engaged large investors on compensation; 2024 outreach covered >75% of outstanding shares .
2024–2025 Board & Committees (McIntyre)
| Committee | Role | Notes |
|---|---|---|
| Compensation | Chair | 11 meetings in 2024; retained independent consultant (Pay Governance); assessed consultant independence; oversees NEO and director pay design and governance . |
| Nominating & Governance | Member | 4 meetings in 2024; board renewal/diversity, governance policy oversight . |
Fixed Compensation (Director)
| Year | Cash Retainer | Chair/Lead Fees | Total Cash Earned | Equity (RSUs, grant-date FV) | Total |
|---|---|---|---|---|---|
| 2024 | $100,000 program retainer; paid monthly | +$25,000 per committee chair (Compensation) | $116,667 | $183,100 | $299,767 |
| Notes: 2024 director program set to $100,000 cash; +$25,000 for each chair; RSUs targeted at $195,000 for 2024–2025 service year; RSUs vest quarterly over one year following the annual meeting . |
Performance Compensation (Program Oversight by McIntyre as Compensation Chair)
Directors do not receive performance-based equity; all director equity is time-vested RSUs . The following summarizes the executive incentive metrics and outcomes overseen by the Compensation Committee in 2024.
2024 Short-Term Incentive Plan (NEOs)
| Metric | Weight | Attainment | Payout vs Target |
|---|---|---|---|
| Relative Revenue Growth (peer-ranked) | 40% | Peer Rank 1st | 200% |
| Relative Net Income Growth (peer-ranked) | 50% | Peer Rank 13th | 70% |
| Corporate Responsibility & Strategy | 10% | Above Target | 150% |
| Total Payout | — | — | 130% |
| All NEOs’ target bonus opportunity and weights disclosed; 2024 cash payout at 130% of target based on above outcomes . |
2024 Long-Term Incentive Plan (NEOs)
| Component | Weight | Key Metrics | Performance Period | TSR Modifier |
|---|---|---|---|---|
| PSUs | 75% | Relative Revenue Growth (40%); Relative EPS Growth (60%) | 2024–2026 | +/-35% |
| RSUs | 25% | Time-based (service vesting over 3 years) | 2024–2027 | n/a |
| In May 2024, the Committee changed the PSU profitability metric from relative net income growth to relative EPS growth in response to shareholder feedback; the change did not increase payouts and involved no incremental accounting charge . |
Say-on-Pay & Investor Feedback
| Year/Measure | Result |
|---|---|
| 2024 Say-on-Pay Approval | 81% in favor; down from ~97% average in five years preceding 2023; Committee engaged holders >75% of outstanding shares and implemented EPS in PSUs and metric differentiation between STIP/LTIP . |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. 2024 Compensation Committee members (McIntyre, Lentz, McKinney, Robino) were not company officers, and no interlocks were disclosed under Item 404 of Regulation S‑K .
Expertise & Qualifications
- Education: MBA (Harvard), M.S. Mechanical Engineering (UC Berkeley), B.S. Mechanical Engineering (UCLA) .
- Technical/industry expertise: manufacturing, cybersecurity, technology and digital innovation, E‑commerce, finance, operations; three-time CEO with turnaround and scaling experience across mobility/energy/industrial tech; designated Board leader for cybersecurity oversight (NACD CERT) .
- Strategic governance: Leads executive compensation design and risk assessment; uses independent consultant; oversees clawbacks and ownership alignment .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Shauna F. McIntyre | 1,545 | <1% | Includes 176 RSUs vesting within 60 days; no hedging or pledging permitted under policy . |
| Unvested Director RSUs (12/31/2024) | 176 | — | Director RSUs vest over one year post‑annual meeting, aligned to quarterly Board meetings . |
- Director stock ownership guideline: 5x annual base cash retainer within 5 years of appointment; RSUs subject to time-vesting count toward compliance; hedging/pledging prohibited .
- Section 16 compliance: Company disclosed no late filings for directors other than a CEO correction; no issues flagged for McIntyre .
Fixed Director Compensation Structure (2024–2025 Service Year)
- $100,000 annual cash retainer; +$25,000 per committee chair; +$35,000 for Lead Independent Director or Board Chair; equity grant of RSUs valued at $195,000; equity vests over one year tied to quarterly Board meetings .
Potential Conflicts & Related-Party Exposure
- Related-party transactions: Audit Committee reviews/approves any >$120,000 related-party transactions; 2025 proxy details DeBoer family items but none involving McIntyre; Compensation Committee members (including McIntyre) had no Item 404 relationships requiring disclosure .
- Hedging/pledging: Prohibited for directors; supports alignment and reduces risk of misalignment .
Compensation Committee Analysis (Governance Quality Signals)
- Committee composition and process: Entirely independent; retained Pay Governance; assessed consultant independence; 11 meetings in 2024; authority over CEO/NEO pay and director pay .
- Program refinements: Incorporated EPS into PSUs (replacing net income) and reduced metric overlap vs STIP; managed grant-date accounting alignment (e.g., shorter averaging window, earlier grant timing) .
- Risk controls: Two clawback policies (Dodd-Frank-compliant and misconduct/reputational-harm policy), capped STIP payouts, long-vesting LTI, ownership guidelines, and discretion to reduce bonuses .
Governance Assessment
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Strengths
- Independent director; chairs Compensation; member of Nominating & Governance; Board’s designated cybersecurity lead with formal training—improves oversight in high-risk domains .
- High engagement: Committee responsive to shareholder feedback (EPS in PSUs, metric differentiation); robust outreach in 2024 .
- Alignment features: Majority of director pay in equity; director ownership guideline at 5x cash retainer; hedging/pledging prohibited .
-
Watch items / RED FLAGS to monitor
- Say-on-pay dipped to 81% in 2024 (still passing, but below prior multi-year average), putting continued pressure on Compensation Committee to sustain investor alignment .
- Prior interim leadership of ELMS during bankruptcy is a background data point; not a related-party issue at LAD, but relevant to track record context .
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Overall implication: McIntyre’s technology and operations experience, cyber oversight credentials, and active stewardship of evolving pay design signal solid governance effectiveness; continued investor engagement remains important given 2024 say-on-pay moderation .