Stacy Loretz-Congdon
LITHIA MOTORSAbout Stacy C. Loretz-Congdon
Stacy C. Loretz-Congdon (age 65) is an independent director of Lithia Motors, Inc. (LAD), serving since April 2023. She is a former SVP, CFO and Assistant Secretary of Core‑Mark Holding Company, Inc. and is designated an Audit Committee Financial Expert; she holds a B.S. in Accounting from California State University, San Francisco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core‑Mark Holding Company, Inc. | SVP, CFO & Assistant Secretary | Dec 2006–May 2016; retired in 2016 | Served on IT Steering Committee, Investment Committee; board member of all Core‑Mark subsidiaries |
| Coopers & Lybrand | Auditor | Prior to Core‑Mark | Financial audit background |
| Core‑Mark Families Foundation | Board member | 2015–2023 | Scholarships to children; community impact |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmer Bros. Co (Nasdaq: FARM) | Director; Audit Committee Chair | Through end of term Feb 2025 | Audit leadership; ended Feb 2025 |
| Core‑Mark subsidiaries | Director (various) | During CFO tenure | Governance oversight across subsidiaries |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member; Audit Committee Financial Expert designation .
- 2024 committee roster: Audit—Miramontes (Chair), Lentz, Loretz‑Congdon, McKinney; Nominating & Governance—Robino (Chair), Loretz‑Congdon, McIntyre, Miramontes .
- Independence status: Affirmatively determined independent under NYSE standards; all committees are 100% independent .
- Attendance and engagement: Board held 15 meetings and committees held 20 formal meetings in 2024; each incumbent director attended at least 80% of Board and committee meetings and all directors attended the 2024 Annual Meeting .
- Audit Committee cadence: 5 meetings in 2024; members must meet financial literacy and may not serve on more than two other public company audit committees .
- Lead Independent Director context: David J. Robino served as Lead Independent Director (not standing for reelection in 2025); Board will appoint a new Lead Independent Director for 2025–2026 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer (2024) | $100,000 | 2024 calendar-year director cash earned; no chair or lead fees applicable to Loretz‑Congdon |
| Director fee structure (2024–2025 service year) | $100,000 base cash; +$25,000 per committee chair; +$35,000 for Lead Independent Director or Board Chair | Paid in monthly installments |
Performance Compensation
| Equity Award | Grant Value | Units/Status | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSUs (2024 calendar year awards) | $183,100 (grant-date fair value) | Unvested stock awards at 12/31/24: 176 units | Quarterly tranches over one year, 25% after first business day following each regular quarterly Board meeting, subject to continued service | Director equity is time-based; majority of director comp paid in equity to align interests |
| RSUs (2024–2025 service year) | Target value $195,000 | Number of units based on 20-trading-day average price pre-grant | Same quarterly vesting construct | Program increased equity value by $15,000 vs prior year; aligns with peer median per Pay Governance |
No director stock options are granted; the company does not currently grant options/SARs and prohibits repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Relationship to LAD | Potential Interlock/Conflict |
|---|---|---|
| Farmer Bros. Co | Unrelated food/beverage company | None evident with LAD’s auto retail operations |
| Core‑Mark (merged into PFGC) | Prior employer | No disclosed related-party transactions with LAD |
Expertise & Qualifications
- Finance, accounting, capital markets, investor relations, strategy execution, risk mitigation; SEC-defined Audit Committee Financial Expert .
- Experience managing IT governance and investment oversight; prior Big Four legacy audit training (Coopers & Lybrand) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition Notes |
|---|---|---|---|
| Stacy C. Loretz‑Congdon | 1,483 | <1% | Includes RSUs vesting within 60 days (176 units; no voting/dispositive power until vest); director unvested stock awards at 12/31/24: 176 |
- Stock ownership guidelines: Non‑employee directors must own ≥5x annual base cash compensation within 5 years of appointment; RSUs subject to time‑vesting count toward compliance; hedging and pledging prohibited .
- Insider trading controls: Pre‑clearance, closed‑period restrictions; robust policy framework .
Governance Assessment
- Strengths: Independent oversight with dual committee service; Audit Committee Financial Expert designation; solid attendance; equity-heavy director pay aligns interests; stringent anti-hedging/pledging and director ownership guidelines .
- Compensation alignment: 2024 director comp mix (~65% equity by grant value) supports long-term alignment; program calibrated to peer median via independent consultant (Pay Governance) .
- Potential red flags: Absolute ownership is modest (<1% and 1,483 shares), but she remains within the 5-year accumulation window since April 2023 appointment; no related‑party transactions disclosed; committee independence intact .
- Board effectiveness context: Active board and committee cadence (15/20 meetings in 2024) with third‑party facilitated effectiveness reviews and CEO 360 assessments; evolving lead independent director structure ensures independent voice post‑2025 .
Committee Assignments Summary
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 5 | Financial reporting, internal controls, risk management, related-party approvals |
| Nominating & Governance | Member | 4 | Board renewal, governance policy, CSR/sustainability practices |
2024 Director Compensation Detail (Calendar Year)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Stacy C. Loretz‑Congdon | $100,000 | $183,100 | $283,100 |
Security Ownership Snapshot
| Beneficial Owner | Shares | Notes |
|---|---|---|
| Stacy C. Loretz‑Congdon | 1,483 | Includes 176 RSUs vesting within 60 days; directors have no voting/dispositive power over such RSUs until vesting |
Policies Affecting Investor Confidence
- Clawbacks and recoupment: Robust policies for executive incentive compensation (Dodd‑Frank compliant) support governance culture; while focused on executives, directors are subject to anti-hedging/pledging and ownership policies enhancing alignment .
- Compensation advisor independence: Pay Governance engaged; Committee assessed no conflicts .
Overall, Stacy Loretz‑Congdon’s profile presents strong financial oversight credentials, independent committee service, and appropriate alignment mechanisms through director equity and ownership policies, with no disclosed conflicts or related‑party transactions impacting independence .