Andrew Clarke
LKQAbout Andrew Clarke
Andrew C. Clarke (age 54) is an independent director at LKQ with ~0.7 years of board tenure as of March 2025 . He holds an MBA from the University of Chicago Booth School of Business and a BSBA from Washington University in St. Louis . Clarke brings 25+ years in transportation/logistics, including CFO and CEO roles, and is designated an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C.H. Robinson (Nasdaq) | Chief Financial Officer | 2015–2019 | One of the world's largest 3PLs; public company CFO experience |
| Panther Expedited Service | Chief Executive Officer | 2007–2013 | Premium logistics provider (auto, life sciences, government, manufacturing) |
| Forward Air (Nasdaq) | SVP and Chief Financial Officer; other executive roles | 2000–2006 | Diversified transportation services; public company experience |
External Roles
| Organization | Role | Status/Details | Committees/Impact |
|---|---|---|---|
| Element Fleet Management (TSX) | Director | Current; global fleet management leader | Not disclosed |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Clarke is independent .
- Committee roles: Clarke is Chair of the Audit Committee (effective Feb 21, 2025) and Chair of the Finance Committee (established Feb 5, 2025) . He was appointed to the Audit and Compensation & Human Capital Committees in Aug 2024 and removed from Compensation on Mar 5, 2025 .
- Audit Committee expertise: Clarke is the Board-designated “audit committee financial expert”; the Audit Committee met eight times in 2024 .
- Attendance: The Board met five times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period; five executive sessions were held .
- Ownership alignment: Directors must hold shares equal to 5x annual cash retainer within five years; all current directors meet guidelines .
- Trading policies: Directors are prohibited from pledging or hedging company securities; robust insider trading controls are in place .
- Board leadership: Separate Chair (Guhan Subramanian) and CEO roles; Chair is independent; structure intended to continue through May 2026 .
Committee Assignments Detail (current)
| Committee | Role | Effective date |
|---|---|---|
| Audit | Chair | Feb 21, 2025 |
| Finance | Chair | Feb 5, 2025 |
Fixed Compensation
Director Compensation Program (2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash board retainer | $105,000 | Retainer-only; no meeting fees |
| Audit Committee chair | $40,000 | Member retainer $15,000 |
| Compensation & Human Capital chair | $30,000 | Member retainer $10,000 |
| Governance/Nominating chair | $25,000 | Member retainer $10,000 |
| Regulatory Advisory chair (dissolved Aug 2024) | $25,000 | Member retainer $10,000 (through dissolution) |
| Annual equity grant (RSUs) | ~$165,000 (grant-date value) | Vests at earlier of 1 year or next Annual Meeting |
| Chairman of the Board additional equity retainer | $185,000 | In lieu of committee retainers for Chair’s committees |
Andrew Clarke – 2024 Actual Director Pay
| Category | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 55,712 | Clarke deferred his cash fees into deferred RSUs |
| Stock Awards (grant-date fair value) | 130,654 | Prorated annual grant as mid-year joiner |
| Total | 186,366 | Aggregate 2024 director compensation |
| Unvested equity at 12/31/2024 | 2,919 RSUs | Unvested RSUs held as of year-end |
- Deferred compensation: LKQ’s voluntary plan allows deferral of 100% of equity and/or cash fees; Clarke elected to defer fees into deferred RSUs in 2024 .
Performance Compensation
- Director equity consists of full-value RSUs with time-based vesting; no director performance metrics are disclosed for equity vesting (distinct from executive PSU programs) .
| Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Performance-tied director metrics | Not disclosed | N/A | Director RSUs vest based on time; no performance conditions disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Element Fleet Management (TSX) | Director | No LKQ Item 404 related-party relationships disclosed; Compensation Committee interlocks reported no relationships requiring disclosure |
| Other public boards | Not disclosed | Clarke “has served on publicly-traded companies as a board member,” specific additional names not disclosed |
Expertise & Qualifications
- Logistics and supply chain leadership; executive and financial expertise from public company CFO roles .
- Designated Audit Committee financial expert; finance/accounting/auditing board skillset .
- Education: MBA (Chicago Booth); BSBA (Washington University, St. Louis) .
Equity Ownership
| Ownership metric | Value | Date/Notes |
|---|---|---|
| Total beneficial ownership | 11,996 shares | As of March 11, 2025; <1% of outstanding |
| Unvested RSUs held | 2,919 | As of Dec 31, 2024 |
| Ownership guideline compliance | Yes (all current directors) | 5x cash retainer; achieved within 5 years |
| Pledging/Hedging | Prohibited | Company policies forbid pledging/hedging |
Governance Assessment
- Strengths: Independent director with deep logistics and finance background; chairs both Audit and Finance, enhancing oversight of reporting and capital allocation; Audit Committee financial expert designation; attendance thresholds met; strong director ownership guidelines and no hedging/pledging allowed .
- Compensation alignment: Retainer-only cash plus meaningful RSU grants; Clarke deferred cash fees into equity (deferred RSUs), increasing alignment with shareholders .
- Conflicts/related parties: No Item 404 related-party transactions involving directors on Compensation Committee; Related Party Transactions Policy in place; no conflicts disclosed for Clarke .
- Shareholder signals: Strong say-on-pay approval (~96% for 2023) indicates broader investor support for LKQ’s compensation governance framework .
- Watch items: Dual chair responsibilities (Audit and Finance) concentrate workload; continued monitoring of committee time demands and effectiveness is prudent given board refreshment dynamics .
