Meg Divitto
Director at LKQ
Board
About Meg Divitto
Meg A. Divitto (age 53) is an independent director of LKQ with approximately 6.6 years of board tenure as of the 2025 proxy, bringing deep automotive and connected-vehicle/IoT expertise and multi‑geography P&L leadership experience from IBM, Motorola, Delphi and GM . She holds a B.S. in Electrical Engineering (General Motors Engineering & Management Institute) and an M.S. in Engineering Management (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Group VP, IoT Future Solutions & Technologies; senior exec roles across strategy, product and $1B P&Ls | 2002–2015 | Led connected vehicle program; strategy creation/implementation; global operations |
| Delphi Product & Service Solutions | Product Director (Aftermarket) | Feb 2002–Sep 2002 | Product and P&L ownership in aftermarket sector |
| Motorola Solutions, Inc. | Various roles culminating in Product Director | Jun 1994–Feb 2002 | Product design, delivery and P&L management |
| General Motors | Systems Engineer | Jun 1989–Jun 1994 | Engineering roles in automotive systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Mobility Collaboration Corp. | Co‑founder | 2020–present | Focused on future mobility and business models |
| Divitto Design Group | Principal | May 2013–present | Advises startups on IoT and design thinking |
| Other current public company boards | — | — | 0 current public company boards per LKQ board skills matrix |
Board Governance
- Independence: Independent director (10 of 11 nominees independent; only CEO non‑independent) .
- Attendance: Board met 5 times in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings; 5 executive sessions held without management .
- Current committees (as of Mar 25, 2025): Audit Committee (Member); Governance/Nominating Committee (Member) .
- Recent committee changes:
- Aug 2024: Appointed to Audit Committee; had been on Compensation & Human Capital Committee earlier in 2024 .
- Mar 5, 2025: Moved from Compensation & Human Capital to Governance/Nominating; remains Audit member .
- Prior chair role: Chair of the Regulatory Advisory Committee until its dissolution on Aug 19, 2024 .
- Audit Committee operations/quality: Quarterly review of earnings and controls; cybersecurity oversight; committee composed entirely of independent directors; audit financial expert designated (Andrew Clarke) .
- Stock ownership guidelines for directors: ≥5x annual cash board retainer; all current directors meet the guideline; unvested and deferred RSUs count toward compliance .
Fixed Compensation (Director)
Program structure (2024):
- Annual cash board retainer: $105,000 .
- Committee fees: Audit Chair $40,000; Audit member $15,000; Compensation Chair $30,000; Compensation member $10,000; Governance Chair $25,000; Governance member $10,000; Regulatory Advisory Chair $25,000; member $10,000 (committee dissolved Aug 2024) .
- Equity: Annual RSU grant with grant‑date value ≈$165,000; vests on earlier of one year or next annual meeting, subject to service .
- No meeting fees; no special perquisites; optional cash/equity deferral into deferred RSUs .
Divitto – 2024 Director Compensation:
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $136,344 |
| Stock awards (grant‑date fair value) | $165,043 |
| Total | $301,387 |
| Unvested RSUs outstanding at 12/31/24 | 3,709 RSUs |
Performance Compensation (Company incentives overseen at committee level)
Annual bonus metrics (Corporate program, 2024):
| Metric (weight) | Threshold | Target | Maximum | Actual | Payout as % of target |
|---|---|---|---|---|---|
| EBITDA (30%) | $1,799mm | $1,946mm | $2,093mm | $1,763mm | —% |
| EBITDA margin (30%) | 11.7% | 12.7% | 13.7% | 12.2% | 76.4% |
| Free cash flow (40%) | $900mm | $1,000mm | $1,100mm | $836mm | —% |
| Weighted total payout | 22.9% |
Three‑year LTI design (2024–2026): Adjusted diluted EPS (40%), 3‑yr avg parts & services organic revenue growth (40%), 3‑yr avg ROIC (20%); payout 0–200% with ±10% sustainability modifier . Targets:
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| 2026 Adjusted Diluted EPS (40%) | $4.20 | $4.65 | ≥$5.10 |
| 3‑yr Avg Organic P&S Revenue Growth (40%) | 2.75% | 3.75% | ≥4.75% |
| 3‑yr Avg ROIC (20%) | 12.00% | 12.75% | ≥13.50% |
Notes on recent outcomes (context for oversight): 2022–2024 cash LTI and 2022 PSU‑2s paid at 27.6% of target; cash LTI received +5% sustainability modifier to 29.0% of target .
Other Directorships & Interlocks
- Current public company directorships: 0 (per LKQ board matrix) .
- Compensation & Human Capital Committee interlocks: None; committee used independent consultant F.W. Cook; no relationships requiring Item 404 disclosure; no cross‑board interlocks reported .
Expertise & Qualifications
- Domain: Automotive industry, connected vehicle/IoT, advanced technologies, product design (including engine design and connected car), digital strategy, P&L and operational performance across geographies, and oversight of foreign operations .
- Education: B.S. Electrical Engineering; M.S. Engineering Management .
- Board‑level skills represented in LKQ matrix: Digital technology; operations; supply chain/logistics; human capital; corporate governance; international experience; risk management; capital allocation .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 19,316 shares |
| Unvested RSUs (12/31/24) | 3,709 RSUs |
| Ownership as % of shares outstanding | ~0.007% (19,316 / 258,553,115 outstanding) |
| Stock ownership guideline | 5x annual cash retainer; all current directors meet guideline (unvested/deferred RSUs count) |
| Pledging/hedging | Prohibited for directors |
Governance Assessment
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Strengths for investor confidence:
- Independent status with strong attendance; serves on key oversight committees (Audit, Governance/Nominating) .
- Relevant operating and technology expertise (connected vehicle/IoT) aligned to LKQ’s digital and global operations; prior chair of Regulatory Advisory Committee indicates elevated engagement with regulatory/tech risk topics .
- Director pay design emphasizes equity (fixed‑value RSUs) and robust ownership guidelines; directors prohibited from pledging/hedging; program set near market median and advised by independent consultant .
- No related‑party transactions or compensation interlocks requiring disclosure; no family relationships with executives .
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Watch items:
- Beneficial ownership is modest as a percent of outstanding shares (typical for large‑cap boards), though guideline compliance mitigates alignment risk .
- Committee rotations in 2024–2025 (dissolution of Regulatory Advisory, move off Compensation) warrant monitoring for continuity of oversight focus; current placement on Audit and Governance/Nominating maintains core oversight exposure .
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Broader governance context: Company’s 2024 say‑on‑pay passed with ~96% support, indicating positive shareholder sentiment on pay governance under the committee’s oversight framework .