Guhan Subramanian
Director at LKQ
Board
About Guhan Subramanian
Guhan Subramanian is Chairman of the Board of LKQ Corporation (since May 2022), the Joseph Flom Professor of Law and Business at Harvard Law School, and the H. Douglas Weaver Professor of Business Law at Harvard Business School—the first person to hold tenured appointments at both schools; previously a consultant at McKinsey & Company for three years . He is 54 years old with approximately 12.2 years of board tenure at LKQ as of the 2025 proxy and is classified as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Consultant (NY, Boston, Washington, D.C.) | ~3 years prior to Sept. 1999 | Strategic advisory experience in negotiations and corporate strategy |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Harvard Law School | Joseph Flom Professor of Law and Business; teaches negotiations and corporate law | 1999–present | Faculty chair: Program on Negotiation; JD/MBA program |
| Harvard Business School | H. Douglas Weaver Professor of Business Law; teaches executive programs | 1999–present | Faculty leadership for M&A executive education; governance programs (“Making Corporate Boards More Effective”) |
| Other public company boards | Count | Current | 0 |
Board Governance
- Role: Chairman of the Board; separate Chair/CEO structure maintained (Chair: Subramanian; CEO: Justin Jude) viewed by LKQ as optimal for oversight .
- Committees: Not listed as a member on the Audit, Compensation & Human Capital, Finance, or Governance/Nominating committees per the 2025 roster—he serves as Board Chair; committee chairs are independent (e.g., Audit: Andrew Clarke; Governance/Nominating: Jody Miller) .
- Independence: Board determined he is independent; 10 of 11 nominees are independent; all standing committees are fully independent .
- Attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of combined Board/committee meetings; 5 executive sessions were held; all directors attended the 2024 annual meeting .
- Policies: Majority voting in uncontested elections with resignation policy; proxy access; prohibition on pledging/hedging; director stock ownership guidelines (5× annual cash board retainer) with all current directors meeting guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash board service retainer | $105,000 | No per‑meeting fees; additional cash only for committee roles (not applicable to Subramanian as Chair) |
| Fees earned or paid in cash (Director Compensation Table) | $105,000 | Matches retainer; he deferred equity (not cash) |
Performance Compensation
| Equity Component | Grant/Status | Amount/Units | Vesting/Metrics |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | 2024 grant | $165,043 fair value | Vests on earlier of one year post-grant or next annual meeting; time-based; no performance metric for directors |
| Additional Chair equity retainer | 2024 grant | $184,978 fair value | Equity retainer for Chairman; time-based vesting aligned to annual cycle |
| Total Stock Awards (Director Compensation Table) | 2024 | $350,021 | Includes annual RSU and Chair equity retainer |
| Unvested deferred RSUs (director balances) | As of 12/31/2024 | 7,867 deferred RSUs | Deferral elections permitted; counts toward ownership guidelines |
Equity for directors is granted as RSUs based on fixed dollar targets and short vesting to avoid entrenchment; there are no performance-based metrics for director equity (distinct from executive PSU programs) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Compensation committee interlocks | LKQ discloses none among 2024 compensation committee members; Subramanian was not a member of this committee |
| Related party transactions | Audit Committee reviews any such transactions; no Subramanian-specific related party transactions disclosed |
Expertise & Qualifications
- Corporate governance, corporate law, negotiations; faculty leader across governance/M&A programs; ongoing exposure to board best practices through executive education .
- Board matrix shows governance and finance/auditing expertise among skills represented; Subramanian’s profile aligns to corporate governance oversight and risk assessment .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 60,716 shares | As of record date March 11, 2025 |
| Shares outstanding | 258,553,115 | Record date March 11, 2025 |
| Ownership as % of outstanding | ~0.0235% | Calculated from 60,716 / 258,553,115; underlying figures cited |
| Pledging/Hedging | Prohibited for directors | Alignment safeguard |
| Director ownership guideline | 5× annual cash retainer; all current directors meet | Deferred RSUs count toward compliance |
Insider Trades (Form 4 – Awards/RSUs)
| Filing Date | Transaction Date | Type | Shares Awarded | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-05-09 | 2025-05-07 | Award (A) | 8,857 | 69,573 | https://www.sec.gov/Archives/edgar/data/1065696/000121465925007319/0001214659-25-007319-index.htm |
| 2024-05-09 | 2024-05-07 | Award (A) | 7,867 | 60,716 | https://www.sec.gov/Archives/edgar/data/1065696/000121465924008718/0001214659-24-008718-index.htm |
Governance Assessment
- Board effectiveness: Clear separation of Chair/CEO roles; majority independent board; independent committee leadership; robust evaluations and risk oversight; frequent executive sessions—signals strong governance posture supporting investor confidence .
- Alignment: Director ownership guidelines (5× retainer) with compliance; prohibition on pledging/hedging; director compensation balanced with significant equity; no perquisites—supports alignment with shareholders .
- Compensation governance: Majority voting for directors; proxy access; strong say‑on‑pay support (96% in 2024), and independent consultant (F.W. Cook) advising the comp committee—positive governance signals .
- Conflicts/related party: No related-party transactions disclosed for Subramanian; no committee interlocks involving management—no evident conflict red flags .
Red flags: None disclosed for Subramanian; attendance met thresholds; no pledging/hedging; director equity time-based only; no related-party exposure identified .
Overall, Subramanian’s academic governance expertise and independent Chair role, combined with LKQ’s policies (majority voting, proxy access, ownership guidelines), contribute positively to board oversight and investor confidence .