Patrick Berard
Director at LKQ
Board
About Patrick Berard
Independent director of LKQ with 5.5 years of board tenure and age 71. Former CEO of Rexel Group (2016–2021) with deep operating expertise in global B2B distribution, particularly across Europe. Holds a PhD in economics from the University of Grenoble. Board skills include distribution operations, digital, M&A, corporate governance, investor relations, and European market experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rexel Group | Chief Executive Officer and Director | Jul 2016 – Aug 2021 | Led global electrical distribution; drove operational execution and digital/M&A initiatives |
| Rexel (France, Southern Europe, Europe) | SVP roles incl. Europe | 2003 – 2015 | Scaled regional operations; expanded EU footprint |
| Pinault Bois & Matériaux | Chief Executive Officer | 2002 – 2003 | Building materials distribution leadership |
| Antalis | Chief Operating Officer | 1999 – 2001 | Paper/packaging distribution operations |
| Kodak Polychrome Graphics | Group VP Europe, Exec Committee | 1988 – 1999 | Manufacturing/graphics industry leadership |
| Thomson SARL | Strategic Development Director | 1987 | Industry/engineering strategy |
| McKinsey & Company | Consultant | ~7 years | Strategy and operations advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| thyssenkrupp AG | Director | Since Feb 2023 | Public company director at German industrial/steel conglomerate |
| Other current public company boards | — | — | Count = 1 (per LKQ skills matrix) |
Board Governance
- Current committees and roles (effective dates reflect 2025 changes):
- Audit Committee: Member (as of Mar 5, 2025); committee chaired by Andrew C. Clarke .
- Governance/Nominating Committee: Member .
- Previously served on Compensation & Human Capital Committee during 2024; not a chair .
- Independence: Board determined all nominees except the CEO (Mr. Jude) are independent; includes Mr. Berard .
- Attendance and engagement:
- Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; 5 executive sessions held in 2024 .
- All directors attended the 2024 annual meeting .
- Board structure and effectiveness signals:
- Separate Chair and CEO roles; independent committee chairs .
- Regular board/committee self-evaluations; follow-up to enhance functioning .
- Governance/Nominating Committee met 4 times in 2024; all members independent .
Committee Assignments Snapshot
| Committee | Role | Effective/Notes |
|---|---|---|
| Audit | Member | Joined Audit and moved off Comp & Human Capital on Mar 5, 2025 |
| Governance/Nominating | Member | Member; committee met 4 times in 2024 |
| Compensation & Human Capital | Member (2024) | Served during 2024; not a member after Mar 5, 2025 |
| Finance | — | Not a member |
Fixed Compensation
- 2024 Non-employee director program (retainer-only; no meeting fees):
- Annual Board cash retainer: $105,000; committee retainers: Audit $40,000 chair / $15,000 member; Compensation $30,000 chair / $10,000 member; Governance $25,000 chair / $10,000 member; Regulatory Advisory (dissolved Aug 2024) $25,000 chair / $10,000 member. Annual RSU grant sized at ~$165,000, vesting at earlier of one year or next Annual Meeting; Chairman of Board receives additional $185,000 equity retainer in lieu of committee retainers .
- 2024 actual compensation (year ended Dec 31, 2024):
- Cash fees: $125,000; Stock awards: $165,043; Total: $290,043 .
- Indemnification: Standard director indemnification and advancement of expenses per Delaware law and charter .
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $125,000 | Reflects Board retainer plus committee member retainers per policy |
| Stock awards (RSUs, grant-date fair value) | $165,043 | Annual RSU award; vests at earlier of 1 year or next Annual Meeting |
| Total | $290,043 | — |
Performance Compensation
- Non-employee director equity is time-based RSUs with no performance metrics; vesting per policy noted above . No options or performance share units are disclosed for directors.
| Performance Metric | Target/Weight | Outcome | Payout Impact |
|---|---|---|---|
| Not applicable to non-employee directors (time-based RSUs only) | — | — | Equity vests time-based; no performance linkage |
Other Directorships & Interlocks
- Current public boards: thyssenkrupp AG (since Feb 2023) .
- Compensation & Human Capital Committee interlocks: The 2024 CHC members (including Berard) had no relationships requiring Item 404 disclosure; none were company executives; no reciprocal interlocks disclosed .
Expertise & Qualifications
- Board skills matrix and biography highlight: executive leadership, operations, distribution/supply chain, digital technology, corporate development/M&A, investor relations, international (Europe) experience, and corporate governance .
Equity Ownership
- Beneficial ownership: 16,567 LKQ shares; represents less than 1% of shares outstanding .
- Unvested awards (as of Dec 31, 2024): 3,709 RSUs .
- Stock ownership guidelines: 5x annual cash board retainer; all current directors meet the guidelines; until met, must retain 50% of net after-tax shares from vesting; unvested and deferred RSUs count toward compliance .
- Hedging/pledging: Prohibited under insider trading policy (positive alignment signal) .
Insider Trades (Section 16)
| Date (Transaction/Filed) | Type | Shares | Price | Post-Trans Ownership |
|---|---|---|---|---|
| May 7, 2024 / filed May 9, 2024 | Sale (Form 4) | 867 | $44.50 | 16,567 |
| Sources: SEC EDGAR index for reporting person (form 4) ; OpenInsider summary (shows -867 at $44.50, post 16,567) ; Investing.com note on the same sale . |
Governance Assessment
- Strengths
- Independence and attendance: Independent director; met 75%+ attendance threshold; board held 5 executive sessions in 2024, indicating active independent oversight .
- Relevant operating expertise: Former CEO of Rexel with deep EU distribution experience directly aligned to LKQ’s European operations and supply chain/logistics needs .
- Committee positioning: Member of Audit and Governance/Nominating; prior service on Compensation & Human Capital in 2024 supports holistic governance perspective .
- Alignment and risk policies: Meaningful ownership guidelines (5x retainer) with current compliance; explicit prohibition on pledging/hedging; director pay program aligned to peer medians and reviewed by independent advisor F.W. Cook .
- Shareholder support environment: Say-on-pay approval ~96% at 2024 meeting (on 2023 pay), indicating broad investor support for compensation governance .
- Potential concerns / RED FLAGS
- None disclosed relating to related-party transactions, pledging, or committee interlocks; CHC members (including Berard) had no Item 404 relationships; company maintains Audit Committee review of any related party transactions .
- Insider activity is limited/de minimis; a small open market sale of 867 shares in May 2024 was disclosed on Form 4; no pattern suggesting misalignment detected from available filings .
Overall, Berard’s background in global distribution and European operations, current Audit and Governance roles, independence, attendance, and ownership alignment support board effectiveness with no apparent conflicts or red flags in disclosures .