John Mendel
Chairman of the Board at LKQ
Board
About John W. Mendel
Independent director of LKQ, age 70, serving ~6.6 years on the board as of the 2025 proxy. Former EVP of American Honda’s Automotive Division and COO of Mazda North America, with earlier senior roles at Ford. Holds a BA in business/economics (Austin College) and an MBA (Duke). The board affirms his independence; all incumbent directors met at least 75% attendance in 2024, and directors must meet a 5x cash retainer ownership guideline with pledging/hedging prohibited .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| American Honda Motor Co. | EVP, Automotive Division | Nov 2004 – Apr 2017 | Led sales, marketing, product development, PR, planning, logistics/distribution |
| Mazda North America | COO | 2001 – 2004 | Senior operating executive for NA region |
| Ford Motor Company | Various leadership roles | 1976 – 2004 | Field operations and commercial marketing across Ford/Lincoln/Mercury |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (unspecified) | Director | Not disclosed | Biography notes “previous and current public company board experience” |
| Current public company boards | — | — | Board matrix shows 0 current public boards for Mendel |
Board Governance
- Committee leadership and memberships (current, as of Mar 25, 2025): Chair, Compensation & Human Capital Committee; Member, Finance Committee; not on Audit/Governance .
- Committee evolution: In 2023/2024, Mendel chaired Compensation and served on Audit; he was removed from Audit Mar 5, 2025 and appointed to the Finance Committee Feb 5, 2025 .
- Independence: Board determined all nominees except the CEO are independent in 2025; Mendel is independent .
- Attendance: Board held five meetings in 2024; each incumbent director attended ≥75% of aggregate board/committee meetings; five executive sessions in 2024; all directors attended the 2024 annual meeting .
- Pay oversight: As Compensation Chair, Mendel signed the Compensation & Human Capital Committee Report in the 2025 proxy .
Fixed Compensation
Program design (non-employee directors):
- Cash retainers: $105,000 board; committee retainers—Audit chair $40,000/member $15,000; Compensation chair $30,000/member $10,000; Governance chair $25,000/member $10,000; Regulatory (until dissolved Aug 2024) chair $25,000/member $10,000 .
- Equity: Annual RSU grant valued ~$165,000; Chairman of the Board receives additional $185,000 in equity retainer .
- No meeting fees or perquisites; reimbursement of customary expenses; voluntary deferral plan allows deferring cash into deferred RSUs or a notional account .
Mendel’s reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $148,226 | $150,000 |
| Stock Awards ($) | $164,998 | $165,043 |
| Total ($) | $313,224 | $315,043 |
| Unvested deferred RSUs at FYE | 2,887 deferred RSUs | 3,709 deferred RSUs |
Notes:
- In 2023, Mendel elected to defer 100% of his equity into deferred RSUs per the director deferral plan .
- 2024 equity grant vests on the earlier of one year after grant or the next annual meeting, subject to service .
Performance Compensation
Director equity grants and vesting:
| Item | Detail |
|---|---|
| Annual RSU grant value | ~$165,000 for 2024 RSUs; vests earlier of 1 year or next annual meeting |
| Mendel RSU grant count/value (2024) | 3,709 RSUs; $165,043 grant-date fair value; deferred into deferred RSUs |
| Performance conditions | None for director RSUs (time-based vesting only) |
Insider grant events (Form 4):
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-05-07 | 2025-05-09 | Award (A) | 4,176 | 23,685 | https://www.sec.gov/Archives/edgar/data/1065696/000121465925007326/0001214659-25-007326-index.htm |
| 2024-05-07 | 2024-05-09 | Award (A) | 3,709 | 19,509 | https://www.sec.gov/Archives/edgar/data/1065696/000121465924008715/0001214659-24-008715-index.htm |
Other Directorships & Interlocks
- Compensation & Human Capital Committee interlocks: None; no member (including Mendel) was an officer/employee or had relationships requiring Item 404 disclosure; no reciprocal interlocks with other issuers’ committees .
- Family relationships: None among directors/executives .
Expertise & Qualifications
- Automotive operations, sales, marketing, service, product planning, distribution; strategy in automotive technology and government relations; executive compensation/planning; international exposure .
- Board matrices indicate strong operations and automotive industry experience; Mendel listed under Automotive Industry and Operations expertise .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 11, 2025) | 19,509 shares; <1% of outstanding |
| Unvested/Deferred RSUs (as of Dec 31, 2024) | 3,709 deferred RSUs |
| Ownership guidelines | 5x annual cash board retainer; directors must retain ≥50% of net-after-tax shares until compliance; all current directors meet guidelines |
| Pledging/Hedging | Prohibited for directors |
Governance Assessment
- Strengths: Independent status; chairing Compensation & Human Capital Committee with use of independent consultant (F.W. Cook); no comp committee interlocks/related-party exposure; retainer-plus-RSU pay structure aligns with shareholders; robust ownership guidelines and hedging/pledging bans; consistent attendance; high say-on-pay support (96% approval at 2024 meeting), suggesting investor confidence in pay governance .
- Watchpoints: Committee reshuffling in early 2025 (Audit exit; new Finance Committee) warrants monitoring of continuity; activist cooperation agreement added two directors in 2025—broader board dynamics may evolve, though no Mendel-specific conflicts disclosed . Long auditor tenure is monitored by the Audit Committee; not a director-specific issue .
Overall, Mendel’s profile reflects deep automotive operating expertise, stable independent governance, and alignment via equity and ownership guidelines, with no disclosed related-party conflicts or red flags in pay or trading behavior .