James Metcalf

About James S. Metcalf

James S. Metcalf (age 67) is an independent director at LKQ, appointed December 11, 2024, and as of March 25, 2025 has ~0.3 years of board tenure . He previously served as Chairman and CEO of Cornerstone Building Brands (CEO through September 2021; Chairman through March 2022) and President/CEO (then Chairman) of USG Corporation from 2011 to 2016; he holds an MBA from Pepperdine University and a BA in Criminal Justice/Pre‑Law from The Ohio State University . LKQ’s board has affirmatively determined he is independent under Nasdaq, SEC, and applicable law standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cornerstone Building Brands, Inc.	Chairman and CEO; later Chairman	CEO: 2018–Sep 2021; Chairman through Mar 2022	Led North American building products manufacturer; board leadership and strategic planning
USG Corporation	President & CEO; then Chairman	CEO from Jan 2011; Chairman from Dec 2011 to Nov 2016	Operational excellence, investor relations, corporate governance experience

External Roles

Organization	Role	Tenure	Committees/Impact
Ferguson Enterprises Inc.	Director	Current	Distribution expertise relevant to construction markets
Gibraltar Industries, Inc.	Director	Current	Manufacturing/renewable/infra products exposure
Naval War College Foundation	Board of Trustees	Current	Governance/strategy perspectives

Board Governance

Committee assignments and chair roles (current):
- Compensation & Human Capital Committee: Member (appointed March 5, 2025) .
- Governance/Nominating Committee: Member (appointed March 5, 2025) .
Independence: Board determined all nominees except the CEO are independent; Metcalf is independent .
Attendance and engagement: Board held five meetings in fiscal 2024; each incumbent director attended ≥75% of the aggregate meetings of the Board and committees on which they served; five executive sessions were held in 2024 .
Committee activity levels: Audit Committee met eight times in 2024; Compensation & Human Capital Committee met four times in 2024 .
Stock ownership guidelines: Non‑employee directors must hold shares equal in value to 5× the annual cash board retainer ($105,000), to be achieved within five years; until achieved, retain at least 50% of net after-tax shares from equity vesting; unvested and deferred RSUs count; all current directors meet guidelines .
Hedging/pledging: Company policies prohibit directors from pledging or hedging Company stock .
Indemnification: Directors have indemnification and advancement of expenses to the fullest extent permitted by Delaware law .
Board refreshment: Metcalf’s appointment was part of ongoing refresh; several committee changes occurred in 2024–2025 including creation of a Finance Committee .
Say‑on‑pay signal: 2024 say‑on‑pay approval was 96%, indicating strong investor support for compensation governance .

Fixed Compensation

Component	Structure/Amount	Timing/Vesting	Notes
Annual cash board retainer	$105,000	Annual	No meeting fees; retainer-only cash comp
Committee retainers	Audit: Chair $40,000; Member $15,000	Annual	Comp & HC: Chair $30,000; Member $10,000; Governance: Chair $25,000; Member $10,000; Regulatory Advisory (dissolved Aug 2024): Chair $25,000; Member $10,000
Chairman of Board equity retainer	Additional $185,000 equity in lieu of committee retainers	Annual	Applies to Chairman, not to Metcalf
Director equity (RSUs)	Target $165,000 grant-date value	Vests on earlier of one year from grant or next Annual Meeting	Full‑value RSUs; significant equity alignment; deferral option to deferred RSUs

2024 individual director compensation (Metcalf; prorated for mid‑year appointment):

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
James S. Metcalf	6,041	66,933	72,974

Notes:

Mr. Metcalf’s 2024 equity award was prorated due to mid‑year appointment; vesting consistent with director program; deferral of equity/cash is available under the voluntary plan .

Performance Compensation

Performance Metric	Application to Director Compensation	Detail
None disclosed for directors	Director compensation is retainer plus time‑based RSUs	RSUs vest on time-based schedule; no performance metrics disclosed for director awards

Other Directorships & Interlocks

Company	Type	Role	Interlocks/Notes
Ferguson Enterprises Inc.	Public company affiliation	Director	No LKQ interlocks disclosed in proxy
Gibraltar Industries, Inc.	Public company	Director	No LKQ interlocks disclosed in proxy
Prior boards: Cornerstone Building Brands; NCI Building Systems; Tenneco Inc.; USG Corporation; Molex Inc.	Public companies (formerly in some cases)	Director (prior)	Historical experience across manufacturing/distribution

Expertise & Qualifications

Executive leadership, strategic planning, and operational excellence from prior CEO/chair roles at USG and Cornerstone .
Investor relations and corporate governance experience; background aligns with LKQ’s focus on operations, supply chain, risk, and capital allocation .
Education: MBA (Pepperdine); BA (Ohio State) .
Board skills matrix identifies independence and relevant board-level capabilities aligned to LKQ’s strategy .

Equity Ownership

Holder	Shares Beneficially Owned	Percent of Outstanding	As-of Date	Notes
James S. Metcalf	1,741	<1%	March 11, 2025	Reflects beneficial ownership definition in proxy
Unvested RSUs (as of 12/31/2024)	1,741	n/a	Dec 31, 2024	Unvested RSUs count toward director ownership guidelines

Additional alignment policies:

Directors prohibited from pledging or hedging Company stock .
Ownership guidelines: 5× annual cash retainer; all current directors meet guidelines; unvested/deferred RSUs count; retain ≥50% of net‑after‑tax shares until compliance achieved .

Insider Trades and Ownership Filings

Date	Form	Description
2024-12-12	Form 3	Initial statement of beneficial ownership upon appointment
2024-12-12	Form 4	Statement of changes in beneficial ownership (RSU award reported)
2025-05-09	Form 4/A	Amendment to correct amount of securities for May 7 transaction

Pledging/hedging prohibited; insider trading approvals and restrictions apply to directors under LKQ’s policies .

Governance Assessment

Positives
- Independent director with prior public company CEO/chair experience; appointed during proactive board refresh, adding operational, governance, and capital allocation expertise .
- Strong alignment mechanisms: substantial director equity via full‑value RSUs, 5× retainer ownership guideline, prohibition on pledging/hedging .
- Active committee service on Compensation & Human Capital and Governance/Nominating—committees central to pay, human capital, sustainability, and board quality .
- Board and committee engagement appears robust (Audit met 8×; Comp met 4×; executive sessions held 5×), indicating oversight rigor .
- Investor support for compensation governance (96% say‑on‑pay approval in 2024) reduces governance risk around pay practices .
Potential risk indicators and watch items
- Early tenure and prorated 2024 compensation/ownership (1,741 shares; <1%) mean limited LKQ‑specific track record and smaller absolute ownership at outset (mitigated by RSU vesting cadence and 5‑year guideline window) .
- No related‑party transactions disclosed in cited excerpts; LKQ’s policy requires Audit Committee review/approval of any such transactions—continue monitoring future proxies/8‑Ks for any director‑related transactions .
Conflicts/interlocks
- Current external boards (Ferguson Enterprises Inc., Gibraltar Industries) are in construction/manufacturing; no LKQ supplier/customer/competitor interlocks disclosed in proxy excerpts; monitor for any evolving relationships .
Overall signal
- Governance quality signals are favorable: independence, committee roles aligned to investor priorities, strong ownership/anti‑hedging policies, and disciplined compensation structure for directors .