Andy Hamilton
Senior Vice President and President and Managing Director of LKQ Europe at LKQ
Executive
About Andy Hamilton
Senior Vice President and President & Managing Director of LKQ Europe since January 1, 2024; with LKQ since 2011 after joining Euro Car Parts in 2010 (acquired by LKQ in 2011). Prior roles include CEO of LKQ Euro Car Parts (since 2019), Chief Commercial Officer of LKQ Europe (appointed 2016), and earlier executive roles culminating as COO through end-2015. Segment bonus results for Europe in 2024 paid at 80% of target driven by maximum performance on average trade working capital, while EBITDA and margin were below threshold; company-level incentive design emphasizes EPS, organic growth, ROIC, EBITDA and free cash flow. Beneficial ownership at March 11, 2025 was 27,733 LKQ shares. Adjusted diluted EPS used in pay-versus-performance was $3.65 in 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LKQ Euro Car Parts (UK & Ireland) | Chief Executive Officer | 2019–2023 | Led LKQ’s largest and most profitable European operation |
| LKQ Europe | Chief Commercial Officer | 2016–2019 | Drove pan-European digital strategy, revenue optimization, category/product management |
| LKQ Euro Car Parts | Chief Operating Officer | Through end-2015 | Operational leadership across executive roles culminating in COO |
| Euro Car Parts (pre-LKQ acquisition) | Executive roles | Joined 2010; acquired by LKQ in 2011 | Integration into LKQ and subsequent leadership roles |
External Roles
No public external directorships or committee roles disclosed.
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (USD) | $641,953 |
| Target Bonus % of Salary | 60% |
| Actual Bonus Paid (USD) | $263,971 |
| Retirement Plan Contributions (USD) | $422 |
| Other Compensation (USD) | $100,214 (housing $51,771; commuter allowance $25,565; car allowance & relocation) |
Performance Compensation
Annual Bonus Structure and 2024 Segment Outcome (Europe)
| Metric | Threshold | Target | Maximum | Achieved | Payout as % of Target |
|---|---|---|---|---|---|
| EBITDA ($mm) | $661 | $715 | $769 | $639 | —% |
| EBITDA Margin (%) | 10.0% | 10.5% | 11.0% | 9.9% | —% |
| ATWC (%) | 16.3% | 15.8% | 15.3% | 12.8% | 200.0% |
| Weighted Total for Europe Program | — | — | — | — | 80.0% |
Notes: Corporate bonus metrics for NEOs are EBITDA (30%), EBITDA margin (30%), free cash flow (40%); segment leaders use similar segment metrics.
Cash Long-Term Incentive (2024–2026)
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Diluted EPS (2026) | 40% | $4.20 | $4.65 | ≥$5.10 |
| 3-Year Avg Organic Parts & Services Revenue Growth | 40% | 2.75% | 3.75% | ≥4.75% |
| 3-Year Avg ROIC | 20% | 12.00% | 12.75% | ≥13.50% |
| Andy Hamilton Award Levels | — | $225,000 (50%) | $450,000 (100%) | $900,000 (200%) |
2022–2024 LTI payout was 27.6% of target (financial metrics), increased by 5% for sustainability accomplishments, for a 29.0% payout; Andy Hamilton’s cash LTI earned for 2024 (covering 2022–2024 cycle) was $21,088.
Equity Awards (2024 Grants)
| Award Type | Grant Date | Target Units | Maximum Units | Key Vesting Terms |
|---|---|---|---|---|
| PSU-1 | 02/23/2024 | 17,283 | N/A (time-based upon performance trigger) | Time-based vesting in equal tranches on March 1 and Sept 1 over 3 years, contingent on positive adjusted diluted EPS within five years; performance condition met in Feb 2025 and one-third of 2024 PSU-1s vested |
| PSU-2 | 02/23/2024 | 8,642 | 17,284 | Earned 0–200% based on 2024–2026 EPS, organic growth, ROIC; vest at end of 3-year period, subject to continued employment |
Equity Ownership & Alignment
| Ownership/Alignment Item | Detail |
|---|---|
| Beneficial Ownership | 27,733 shares as of March 11, 2025 |
| Unvested Stock Awards (#) | 37,888; market value $1,392,384 at $36.75/share |
| Unearned PSU-2 (#) | 20,048; payout value $736,764 (based on $36.75/share and maximum potential for 2023–2024 PSU-2 still in flight) |
| Scheduled Vesting of Unvested/Unearned Awards (Units) | 2025: 18,905; 2026: 18,341; 2027: 20,515; 2028: 175; Total: 57,936 |
| Stock Ownership Guidelines (SVP) | 2x base salary; 5-year compliance window; must retain 50% of net after-tax shares until compliant |
| Pledging/Hedging | Prohibited for directors and officers |
Employment Terms
Severance Policy (non–Change-of-Control)
| Component | Involuntary Termination (without Cause / Good Reason) |
|---|---|
| Cash Severance | $990,486 (paid over 12 months) |
| Unvested & Accelerated Share-Based Awards | $678,368 (continued vesting during severance period) |
| PSU-2 | — (see notes; 2023 PSU-2 may earn during severance period per policy) |
| Cash-Based LTI | $150,000 (pro-rated based on actual performance) |
| Medical & Dental Benefits | $55,327 (lump sum if plan continuation not available) |
| Outplacement | $7,500 |
Change-of-Control (double trigger)
| Component | CoC where LTI Not Assumed | Involuntary Termination in Connection with CoC |
|---|---|---|
| Cash Severance | — | $2,053,393 (2x salary + greater of target or avg bonus) |
| Unvested & Accelerated Share-Based Awards | $1,375,994 (full acceleration if not assumed) | |
| PSU-2 | $317,594 (accelerates based on actual/assumed performance) | |
| Cash-Based LTI | $747,837 (greater of actual or target) | |
| Medical & Dental Benefits | — | $110,655 |
| Outplacement | — | $7,500 |
Death/Disability
| Component | Amount |
|---|---|
| Cash Severance (insurance proceeds / disability benefits) | $2,556,200 life insurance to beneficiaries; disability $30,000/month to age 65 |
| Unvested & Accelerated Share-Based Awards | $1,375,994 |
| PSU-2 | $520,674 (accelerate at target) |
| Cash-Based LTI | $747,837 (earn at target) |
| Medical & Dental Benefits | — (per plan terms) |
Additional governance:
- Incentive compensation clawback compliant with Dodd-Frank; applies to cash and equity tied to financial reporting measures for three fiscal years preceding a restatement.
- No single-trigger cash severance or equity vesting; no excise tax gross-ups.
Investment Implications
- Pay-for-performance design ties Hamilton’s incentives to multi-year EPS, ROIC, and organic growth, with annual metrics on EBITDA, margin, free cash flow and segment working capital—aligning incentives with cash generation and capital discipline.
- 2024 Europe bonus outcomes emphasize working capital execution (ATWC at 200% with overall 80% payout) despite EBITDA underperformance; this suggests near-term focus on cash conversion under Hamilton’s leadership.
- Retention incentives are strong: substantial unvested/unearned equity scheduled through 2028 (57,936 units) and double-trigger CoC protections, reducing near-term departure risk and aligning with shareholders via equity-heavy mix.
- Governance mitigants: robust clawback policy, prohibition on pledging/hedging, and ownership guidelines (2x salary for SVPs) support alignment and reduce risk of misaligned trading behavior.
- Program evolution: cash LTI discontinued for 2025 in favor of 50/50 PSU-1/PSU-2 mix with higher ROIC weighting (40%), increasing emphasis on capital returns and long-term stock performance.