Michael Powell
Director at LKQ
Board
About Michael Powell
Michael S. Powell is an independent director appointed to LKQ’s Board on February 5, 2025 under a cooperation agreement with Ancora Catalyst Institutional and Engine Capital; he is age 59 with an initial tenure of ~0.1 years per the board skills matrix . Powell is a seasoned auto insurance executive, most recently Progressive Corporation’s Claims Process General Manager (2022–2024), with prior leadership roles in claims operations, training, project management, and physical damage across 1999–2017; he holds a B.S. in Business Administration (Morningside University) and an MBA (Drake University) . The Board has affirmatively determined he is independent under Nasdaq and SEC rules (all nominees except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Progressive Corporation | Claims Process General Manager | 2022–2024 | Led enterprise claims process; senior oversight in one of North America’s largest auto insurers |
| Progressive Corporation | Central Zone Claims General Manager | 2017–2022 | P&L and operational leadership across zone claims |
| Progressive Corporation | Claims Physical Damage Business Leader | 2015–2017 | Led auto physical damage claims function |
| Progressive Corporation | Business Leader, Claims Training & Project Management | 2012–2015 | Built claims training and PMO capabilities |
| Progressive Corporation | Claims Senior Process Director | 2003–2012 | Drove process improvements and claims transformation |
| Progressive Corporation | General Manager (Iowa) | 1999–2001 | Local leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed (matrix shows 0) |
Board Governance
- Committee assignments and timing:
- Finance Committee: Member; established February 5, 2025; Powell named among inaugural members (Clarke as Chair; Gove, Mendel, Powell, Urbain) .
- Audit Committee: Member as of March 5, 2025; current Audit roster includes Powell (Chair: Clarke) .
- Independence: Independent director per Board determination (all nominees except CEO are independent) .
- Attendance: The Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; executive sessions held 5 times in 2024. Powell’s 2024 attendance is not applicable as he joined in 2025 .
- Board refreshment signal: Powell’s appointment occurred via a cooperation agreement with Ancora Catalyst Institutional and Engine Capital; the Board added 4 new independent directors since July 2024 .
| Committee | Role | Chair? | Start/Effective Date | Notes |
|---|---|---|---|---|
| Audit | Member | No | March 5, 2025 | Committee met 8 times in 2024; cybersecurity oversight; all members independent and financially literate |
| Finance | Member | No | February 5, 2025 | Advisory on capital allocation and portfolio; newly established |
Fixed Compensation
- Cash retainers (structure):
- Annual Board service retainer: $105,000 .
- Committee retainers (2024 program structure): Audit Committee chair $40,000; Audit Committee member $15,000; Compensation Committee chair $30,000; member $10,000; Governance Committee chair $25,000; member $10,000; Regulatory Advisory Committee chair $25,000; member $10,000 (committee dissolved Aug 2024). Meeting fees are not paid .
- Finance Committee: Established in 2025; fee schedule for Finance Committee service was not disclosed in the proxy .
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $105,000 | Retainer-only cash; no meeting fees |
| Audit Committee member retainer | $15,000 | Applies to Powell from Mar 5, 2025 (member status) |
| Finance Committee retainer | Not disclosed | Finance Committee established Feb 5, 2025; fee schedule not specified |
Performance Compensation
- Equity awards (non-employee directors):
- Annual RSU grant valued at approximately $165,000; vests on the earlier of one year after grant or the next Annual Meeting, subject to continued service; directors may elect to defer equity into deferred RSUs .
- Chairman of the Board receives an additional annual equity board service retainer of $185,000 (not applicable to Powell) .
- Some directors in 2024 deferred equity; mid-year joiners’ awards were prorated (illustrative: Clarke, Metcalf in 2024) .
- No options, PSUs, or meeting-based pay disclosed for directors; no special perquisites .
| Metric | Design | Notes |
|---|---|---|
| RSU grant value | ~$165,000 | Full-value equity; short vest to avoid entrenchment; vest at 1-year or next AGM |
| Deferral elections | 100% of equity and/or cash | Cash fees may be deferred to notional interest or deferred RSUs; equity only into deferred RSUs |
| Options/PSUs | Not used for directors | No director options/PSUs disclosed; program emphasizes RSUs |
Other Directorships & Interlocks
- Current public boards: None disclosed for Powell (matrix shows 0) .
- Appointment context: Powell was appointed via a cooperation agreement with Ancora Catalyst Institutional and Engine Capital (activist involvement), with customary replacement procedures specified .
Expertise & Qualifications
- Industry expertise: Automotive insurance claims leadership at Progressive; relevant insights for LKQ’s aftermarket parts ecosystem and insurer relationships .
- Operational and risk management: Operations and process leadership across claims; the Board matrix tags Powell for Automotive Industry, Operations, and Risk Assessment & Management .
- Education: B.S. (Morningside University), MBA (Drake University) .
Equity Ownership
- Beneficial ownership: 1,117 shares; less than 1% of outstanding common stock .
- Director stock ownership guidelines: Minimum holdings equal in value to 5x the annual cash board retainer, to be achieved within five years; until met, retain at least 50% of net after-tax shares from equity vesting; unvested RSUs and deferred RSUs count toward guidelines; all current directors meet the guidelines per the proxy .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Michael Powell | 1,117 | <1% |
- Pledging/hedging: Company policy prohibits directors and executives from pledging or hedging LKQ stock .
Governance Assessment
- Positives:
- Independence and fresh perspective via activist cooperation; signals Board responsiveness to shareholder input and focus on capital allocation (Finance Committee) .
- Audit Committee membership enhances oversight of financial reporting and cybersecurity; committee fully independent and financially literate .
- Director pay aligned to market median; equity-heavy with RSUs and robust ownership guidelines; no perquisites; prohibition on pledging/hedging supports alignment .
- No related-party transactions or committee interlocks involving directors requiring disclosure; no family relationships among directors/executives .
- Watch items:
- New tenure (0.1 years) implies limited track record at LKQ; ownership currently modest, though guidelines allow 5 years to reach 5x retainer .
- Finance Committee fee structure not disclosed; monitor 2025 director compensation table for clarity and any changes in cash/equity mix .
RED FLAGS: None disclosed related to Powell in Item 404 related-party transactions, hedging/pledging, option repricing, or director attendance; Board-wide policies prohibit pledging/hedging and option repricing without shareholder approval, and 2024 say-on-pay support was strong (96%) .