Sue Gove
Director at LKQ
Board
About Sue Gove
Independent director appointed to LKQ’s Board on February 5, 2025 via a cooperation agreement with Ancora and Engine Capital; age 66; founder and president of Excelsior Advisors (since 2014); prior CEO/COO/CFO roles across retail and specialty sectors. She holds a B.B.A. in Accounting from the University of Texas McCombs School of Business; current tenure at LKQ is under one year and she is designated independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bed Bath & Beyond | Director; Interim CEO (2022); President & CEO (2022–2023) | 2019–2023 | Led turnaround efforts; executive leadership across finance/operations . |
| Vitamin World USA (NBTY carve-out) | Chief Executive Officer | 2015–2016 | Retail carve-out leadership . |
| Golfsmith International | COO & CFO; later President & CEO | 2008–2014 | P&L management; operations/strategy leadership . |
| Alvarez & Marsal | Senior Advisor | 2017–2019 | Performance improvement advisory . |
| Zale Corporation | VP Ops; SVP Strategic Planning; Treasurer; CFO; EVP & COO | Through 2006 | Multiple senior finance/operations roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parkland Corporation (TSX: PKI) | Director | Joined March 2025 | Fuel distributor/marketer; convenience retail . |
| Jewelry Television (Multimedia Group, Inc.) | Director | Current | Private company board service . |
| Prior public boards | AutoZone, IAA, Conn’s, Iconix Brand Group, Logitech, RealTruck, Tailored Brands | Various | Automotive adjacency at AutoZone and IAA; extensive public board governance experience . |
Board Governance
- Independence: Board determined all nominees except the CEO are independent; Ms. Gove is independent .
- Committee assignments: Member, Compensation and Human Capital Committee; Member, Finance Committee (Finance Committee formed Feb 5, 2025) .
- Chair roles: None currently; Audit Committee chaired by Andrew Clarke; Finance Committee chaired by Andrew Clarke; Governance/Nominating chaired by Jody Miller; Comp & HC chaired by John Mendel .
- Attendance: The Board held five meetings in 2024; each incumbent director attended at least 75% of applicable meetings; five executive sessions held (Ms. Gove joined in 2025) .
- Board refreshment: Cooperation agreement added Gove/Powell; established Finance Committee; investor standstill through ~early 2026 nomination window, with voting support commitments and non-disparagement provisions .
Fixed Compensation
| Component | Amount/Terms | Vesting/Timing | Source |
|---|---|---|---|
| Annual cash board retainer | $105,000 | Paid during service year | |
| Committee retainers – Audit | Chair $40,000; Member $15,000 | Annual | |
| Committee retainers – Compensation & Human Capital | Chair $30,000; Member $10,000 | Annual | |
| Committee retainers – Governance/Nominating | Chair $25,000; Member $10,000 | Annual | |
| Finance Committee | Advisory committee formed Feb 2025; fees not separately enumerated beyond standard committee structure (Finance Committee established) | Ongoing | |
| Equity – annual RSU grant | ~$165,000 grant-date value | Vests on earlier of 1 year after grant or next annual meeting, subject to service | |
| Chairman of the Board additional equity retainer | $185,000 (in lieu of other committee retainers) | Annual | |
| Deferred compensation | May elect to defer 100% of equity and/or cash fees (cash to notional account or deferred RSUs) | Per plan |
Note: 8-K confirms Ms. Gove will participate in LKQ’s standard non-employee director compensation program; 2025 grants/fees will be pro-rated from appointment date .
Performance Compensation
Directors do not receive performance-based pay; however, as a member of the Compensation & Human Capital Committee, Ms. Gove oversees the executive pay-for-performance program. Key metrics and weights used in 2024:
| Executive Incentive Component | Metric | Weight | Threshold | Target | Maximum | Source |
|---|---|---|---|---|---|---|
| Annual bonus (Corporate) | EBITDA | 30% | $1,799mm | $1,946mm | $2,093mm | |
| Annual bonus (Corporate) | EBITDA margin % | 30% | 11.7% | 12.7% | 13.7% | |
| Annual bonus (Corporate) | Free cash flow | 40% | $900mm | $1,000mm | $1,100mm | |
| Cash LTI (2024–2026) | Adjusted diluted EPS (2026) | 40% | $4.20→50% payout | $4.65→100% | ≥$5.10→200% | |
| Cash LTI (2024–2026) | 3-yr avg organic parts & services revenue growth | 40% | 2.75%→50% | 3.75%→100% | ≥4.75%→200% | |
| Cash LTI (2024–2026) | 3-yr avg ROIC | 20% | 12.00%→50% | 12.75%→100% | ≥13.50%→200% | |
| Sustainability modifier | Multi-year goals (talent, carbon footprint, supplier code, third-party risk, community, ethics) | ±10% | Applied to LTI payout | Applied | Applied |
2022–2024 programs paid at 27.6% of target on financials, increased to 29.0% with sustainability achievements (illustrates stringent performance standards) .
Other Directorships & Interlocks
| Company | Relationship to LKQ | Interlock/Adjacency | Notes |
|---|---|---|---|
| AutoZone (prior) | Retail distributor of auto parts | Industry adjacency; potential information flow | Prior board service; no current LKQ related-party transactions per 8-K . |
| IAA (prior) | Vehicle salvage auctions | Industry adjacency | Prior board service . |
| Parkland (current) | Fuel distribution/retail | Non-core adjacency | Joined March 2025 . |
LKQ disclosed no related-party transactions with Ms. Gove since the beginning of the last fiscal year .
Expertise & Qualifications
- Executive leadership: CEO/COO/CFO roles across retail/specialty; seasoned governance experience across public boards .
- Finance/operations/strategy: Deep experience in restructuring, performance improvement, P&L management .
- Automotive industry exposure: Prior board roles at AutoZone and IAA; relevant to LKQ’s aftermarket ecosystem .
- Governance: Appointed under cooperation agreement; contributes to newly formed Finance Committee and pay oversight via Compensation & Human Capital Committee .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (shares) | 1,117 | |
| Shares outstanding | 258,553,115 | |
| Ownership as % of outstanding | ~0.00043% (1,117 / 258,553,115) | Derived from and |
| Pledging/hedging | Prohibited for directors | |
| Stock ownership guidelines | Hold ≥5x annual cash retainer ($105k), within 5 years; unvested/deferred RSUs count; retain ≥50% of net shares until compliant | |
| Compliance status | “All current directors meet the ownership guidelines” |
Note: Annual director RSU grants (~$165k) vest at one year/next annual meeting; Ms. Gove participates in the standard program; 2025 grants/fees will be pro-rated .
Governance Assessment
- Board effectiveness: Addition of two independent directors and formation of a Finance Committee signal active refreshment and capital allocation oversight; Ms. Gove sits on Finance and Comp & HC, aligning her expertise with strategic and pay governance .
- Independence/engagement: Independent status and committee roles support robust oversight; no related-party transactions disclosed; director pledging/hedging prohibited, bolstering alignment .
- Pay-for-performance: As Comp & HC member, she oversees incentive frameworks tied to EBITDA, FCF, EPS growth, organic growth, and ROIC, with sustainability modifiers; prior outcomes (29% payout for 2022–2024) reflect discipline and may enhance investor confidence .
- Shareholder signals: 2024 say-on-pay supported by ~96% of votes, indicating broad investor support for the compensation program she will help steward .
- RED FLAGS: None disclosed—no related-party transactions; no hedging/pledging; activism-related cooperation agreement includes standstill and voting commitments, reducing risk of near-term governance instability .
Overall, Sue Gove’s appointment under an investor cooperation framework, combined with her committee placements, suggests a governance emphasis on disciplined capital allocation and rigorous pay oversight with limited conflict risk.