Tina Miller
Senior Vice President and Chief Financial Officer at LAD
Executive
About Tina Miller
Tina H. Miller is Senior Vice President and Chief Financial Officer of Lithia Motors (LAD), leading accounting, tax, corporate finance, FP&A, risk management, and treasury; she has served as CFO since August 2019. She joined Lithia in 2005, progressed through Internal Audit and Corporate Accounting, was promoted to Corporate Controller in 2015 and Vice President in 2018; she holds a B.S. in Accounting from Santa Clara University and is a licensed CPA in Oregon . As context for pay-for-performance, LAD reported 2024 revenue of $36,188.2 million, net income of $802.0 million, and company TSR value of $251.19 for an initial $100 investment (per Item 402(v) Pay Versus Performance) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lithia Motors | Internal Audit; Corporate Accounting | 2005–2015 | Built internal controls and core financial reporting foundation . |
| Lithia Motors | Corporate Controller | 2015 | Led corporate accounting and reporting operations . |
| Lithia Motors | Vice President | 2018 | Expanded leadership across finance functions . |
| Lithia Motors | SVP & Chief Financial Officer | Since Aug 2019 | Leads accounting, tax, corporate finance, FP&A, risk, and treasury . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Auditor (Assurance) | Pre-2005 | Public-company audit experience; foundation for finance leadership . |
Fixed Compensation
Multi-year compensation and cash bonus details:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $750,000 | $750,000 |
| Target STIP (% of Salary) | — | 85% | 87% |
| Actual STIP Payout ($) | $543,448 | $875,008 | $845,000 |
| Actual STIP Payout (% of Target) | — | 136.7% | 130.0% |
| All Other Compensation ($) | $56,387 | $56,714 | $76,798 |
| Stock Awards (Grant-Date Fair Value, $) | $1,082,879 | $2,564,125 | $2,410,122 |
| Total Compensation ($) | $2,207,714 | $4,245,847 | $4,081,920 |
Performance Compensation
2024 Short-Term Incentive Plan (STIP)
| Metric | Weighting | Attainment | Payout |
|---|---|---|---|
| Relative Revenue Growth | 40% | Peer Rank 1st | 200% |
| Relative Net Income Growth | 50% | Peer Rank 13th | 70% |
| Corporate Responsibility & Strategy | 10% | Above Target | 150% |
| Total Cash Bonus Payout vs Target | — | — | 130% |
2024 STIP payout for Tina Miller: Target 87% of salary; actual payout $845,000 at 130% of target .
Long-Term Incentive (LTI) – Grants and Design
| Element | 2023 | 2024 |
|---|---|---|
| PSU Design | Relative revenue growth; TSR modifier; operating margin governor; 3-year performance period ending 12/31/2025 | Relative revenue growth (40%) and relative EPS growth (60%); TSR modifier up to ±35%; 3-year performance period 2024–2026, payout in 2027 |
| PSU Grant (Shares) | Target 2,276; Max 13,278 | Target 5,050; Max 13,294 |
| PSU Grant-Date Fair Value ($) | $2,010,020 | $1,862,036 |
| RSU Grant (Shares) | 2,024 | 1,684 |
| RSU Grant-Date Fair Value ($) | $554,105 | $548,086 |
| RSU Vesting | Three equal annual installments over three years | Three equal annual installments over three years |
Targeted 2024 LTI value for Tina Miller set by the Compensation Committee: PSU $1,500,000; RSU $500,000; total $2,000,000 .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | Percent Owned |
|---|---|---|
| Feb 29, 2024 | 5,181 | <1% (asterisked in proxy) |
| Feb 28, 2025 | 5,839 | <1% (asterisked in proxy) |
Outstanding Equity Awards (Tina Miller)
| Grant Date | Unvested Time-Based RSUs (#) | Market Value ($) | Unearned PSUs (#) | Payout Value ($) | Pricing Assumption |
|---|---|---|---|---|---|
| 1/1/2021 | 1,049 | $374,944 | — | — | $357.43 on 12/31/2024 |
| 1/3/2022 | 2,133 | $762,398 | — | — | $357.43 |
| 2/2/2023 | 1,356 | $484,675 | 13,278 | $4,745,956 | $357.43 |
| 1/2/2024 | 1,684 | $601,912 | 13,294 | $4,751,674 | $357.43 |
Prior year-end snapshot (12/31/2023 pricing at $329.28) shows similar structure for 2020–2023 awards and 13,278 PSUs unearned; vesting schedules specified per grant (single or staged vesting through 2026) .
Stock Vested
| Year | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| 2023 | 4,076 | $834,520 |
| 2024 | 3,802 | $1,251,923 |
Ownership Policy and Restrictions
- Executive stock ownership guidelines: SVP multiple of salary = 2x within 7 years; all executive officers exceeded minimums as of 12/31/2023 and 12/31/2024 .
- Anti-hedging and anti-pledging: hedging/monetization transactions and pledging/margin accounts prohibited for executives and directors .
Employment Terms
Severance and Change-of-Control (CoC)
- Double-trigger agreements: upon qualifying termination within one year after a change in control, executives receive 24 months of salary, 2 years of bonus, accelerated vesting of time-vesting RSUs, and accelerated vesting of performance RSUs; 2025 proxy indicates PSUs accelerate at target (2024 proxy referenced “highest level”) .
- Non-compete and non-solicit provisions apply for two years if benefits are elected; non-disparagement for three years; non-disclosure for three years; no excise tax gross-ups .
- Deferred compensation/SERP contributions fully vest upon change in control and are paid in annual installments over ten years .
Quantitative CoC payout estimates (assuming CoC on 12/31/2024; LAD stock $357.43):
| Component | Amount ($) |
|---|---|
| Severance Payments (24 months salary) | $1,500,000 |
| Severance-Related Benefits (COBRA etc.) | $15,187 |
| Value of Stock Awards That Would Vest | $6,034,491 |
| Value of Long-Term Incentive Benefits That Would Vest | $127,493 |
| Additional Payment under Cash Incentive Plan for 2024 | $1,740,700 |
| Total | $9,417,871 |
Death/Disability/Retirement (as of 12/31/2023; LAD stock $329.28):
| Scenario | Estimated Benefits ($) |
|---|---|
| Death | $2,154,808 |
| Disability | $2,821,271 |
| Retirement | — (not qualified at that time) |
Clawbacks
- Dodd-Frank-compliant recoupment policy effective Oct 2, 2023 for excess incentive-based compensation upon restatements; additional 2022 policy allows recovery for reputational harm-related misconduct; applies to cash STIP and equity RSUs/PSUs .
Deferred Compensation
| Year | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Balance at FYE ($) |
|---|---|---|---|---|
| 2023 | $108,690 | $50,000 | $26,502 | $566,747 |
| 2024 | — | $70,000 | $33,589 | $670,558 |
Performance & Track Record
- LAD’s 2024 STIP paid above target at 130% based on peer-leading relative revenue growth (rank 1st, payout 200%) and weaker relative net income growth (rank 13th, payout 70%), plus above-target corporate responsibility/strategy (150%) .
- Pay Versus Performance data shows 2024 revenue $36,188.2 million, net income $802.0 million, and company TSR value of $251.19 versus peer group TSR $199.78 (Auto peers: PAG, AN, SAH, GPI, ABG, KMX) .
Compensation Committee Analysis
- 2024 LTI split: ~75% PSUs (3-year performance) and ~25% RSUs (3-year service vest); 2024 target LTI values for NEOs, including $2,000,000 for Miller (PSU $1.5M, RSU $0.5M) .
- Committee refined grant valuation approach (20-day average, Monte Carlo for PSUs) to better align reported values with targets; shareholder feedback replaced net income with EPS in 2024 PSUs to align with long-term strategy and avoid metric overlap .
Equity Ownership & Alignment Commentary
- Beneficial ownership is modest (<1%), but significant unvested equity provides “holding power”; 2024 unearned PSUs: 13,278 and 13,294 from 2023/2024 cycles with material payout values at assumed prices .
- Anti-hedging/pledging policies and stock ownership requirements (2x salary for SVPs) strengthen alignment; executives, including Miller, were above minimums as of YE 2023 and YE 2024 .
Investment Implications
- Pay-for-performance structure is robust: 79% of non-PEO NEO target total direct compensation at risk (policy disclosure), heavy PSU weighting with multi-year relative metrics and TSR modifier; this supports long-term alignment and reduces short-term manipulation incentives .
- Above-target cash bonus in 2024 reflects strong relative revenue growth despite mid-pack net income growth; forward equity exposure centers on PSUs (2024–2026) that could deliver material value, potentially moderating near-term selling pressure as vesting is performance- and time-gated .
- Severance economics are market-standard and shareholder-friendly (double-trigger, capped at 2x salary+bonus, no excise tax gross-ups), with anti-pledging/hedging and clawbacks limiting governance risk; CoC tables quantify potential acceleration and cash components for scenario analysis .
- Ownership is low in percent terms, but compliance with ownership guidelines and large unvested awards provide retention hooks; watch annual RSU vesting calendars (three-year pro rata) and PSU performance windows (2023–2025; 2024–2026) for potential liquidity events and alignment signals .