Xavier Urbain
Director at LKQ
Board
About Xavier Urbain
Xavier Urbain (age 68) is an independent director at LKQ with approximately 5.3 years of board tenure. He is a former Group CEO of CEVA Logistics and a veteran of global third‑party logistics with deep European and automotive supply chain experience; LKQ cites his expertise in operations, investor relations, human resources, corporate governance, and international markets as core credentials supporting his nomination . The Board has affirmatively determined he is independent, and each incumbent director met at least the 75% attendance threshold in 2024; the Board held five meetings and convened five independent executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| CEVA Logistics (Switzerland) | Group Chief Executive Officer | Jan 2014 – May 2019 | Led a leading end‑to‑end supply chain/logistics provider; core experience LKQ deems relevant to automotive supply chain |
| Kuehne & Nagel (Switzerland) | Member, Executive Board | Not disclosed | Senior leadership in global 3PL; logistics depth cited in LKQ skills matrix/bio |
| Hays PLC (UK) / Hays Logistics | Member, Executive Board and Board of Directors; CEO, Hays Logistics | Not disclosed | Board/executive experience in UK logistics; governance and operations credentials |
| ACR | Chief Executive Officer | Not disclosed | CEO experience; operations leadership |
External Roles
| Organization | Public/Private | Role | Status |
|---|---|---|---|
| Socotec | Private (implied) | Chairman of the Board | Served (dates not disclosed) |
| Caldic B.V. | Private (implied) | Chairman of the Board | Served (dates not disclosed) |
| Other current public company boards | Public | — | None (0) per LKQ board matrix |
Board Governance
- Committee assignments (current): Audit Committee – Member; Finance Committee – Member. He was removed from the Compensation & Human Capital Committee effective March 5, 2025. The Finance Committee was established February 5, 2025, with Urbain appointed at inception .
- Independence: Board determined all nominees except the CEO are independent; thus Urbain is independent .
- Attendance and engagement: Board met 5 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; 5 executive sessions of independent directors were held .
| Committee | Role | Effective Notes |
|---|---|---|
| Audit Committee | Member | Current membership table lists Urbain as Member |
| Finance Committee | Member | New committee as of Feb 5, 2025; Urbain appointed at establishment |
| Compensation & Human Capital | — | Urbain removed from this committee Mar 5, 2025 (previously served in 2024) |
| Governance/Nominating | — | Not listed as a member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Stock Awards (USD, grant‑date fair value) | Total (USD) |
|---|---|---|---|
| 2024 | $130,000 | $165,043 | $295,043 |
Director fee structure (2024):
- Annual board cash retainer: $105,000; Committee retainers: Audit ($40,000 chair / $15,000 member), Compensation & Human Capital ($30,000 chair / $10,000 member), Governance/Nominating ($25,000 chair / $10,000 member), Regulatory Advisory (until Aug 2024 dissolution) ($25,000 chair / $10,000 member). Annual equity grant: RSUs valued at ~ $165,000, vesting on the earlier of one year from grant or next annual meeting; no meeting fees; no perquisites; voluntary deferral available .
Performance Compensation
- Directors receive time‑vested RSUs (not performance‑conditioned) as the annual equity component; 2024 RSU grant valued at approximately $165,000 for non‑employee directors, vesting on the earlier of one year after grant or the next Annual Meeting, subject to continued service .
- Unvested awards at 12/31/2024 for Urbain: 3,709 RSUs .
| Award Type | Grant Value (USD) | Vesting Terms | Balance (as of 12/31/2024) |
|---|---|---|---|
| RSUs (annual) | ~$165,000 (2024 grant) | Vest on earlier of 1 year or next Annual Meeting; service‑based | 3,709 unvested RSUs |
No stock options, PSUs, or performance metrics apply to director equity; 2024 director equity was time‑based RSUs only .
Other Directorships & Interlocks
- Current public company directorships: none (0) per LKQ’s board matrix for Urbain .
- Compensation committee interlocks: None; LKQ discloses no interlocks or relationships requiring Item 404 disclosure among 2024 Compensation & Human Capital Committee members, which included Urbain during 2024 .
Expertise & Qualifications
- Core competencies cited by LKQ: extensive supply chain and logistics expertise (including automotive), executive leadership, operations, investor relations, human resources, and corporate governance; European/international operating experience providing insights for LKQ’s non‑U.S. businesses .
- Board matrix indicates broad coverage across operations, supply chain/logistics, international experience, and corporate governance among nominees; Urbain’s profile aligns with these domains .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Xavier Urbain | 15,606 | <1% | As defined by beneficial ownership rules; address c/o LKQ |
| Unvested RSUs (director) | 3,709 | — | As of 12/31/2024 |
- Director stock ownership guidelines: minimum ownership equal to 5x the annual cash board service retainer; unvested and deferred RSUs count; all current directors meet the guidelines .
- Hedging/pledging policy: directors are prohibited from pledging LKQ stock or engaging in hedging transactions; insider trading policy applies to directors with pre‑clearance and restrictions .
- Indemnification: LKQ provides director indemnification and advancement of expenses to the fullest extent permitted by Delaware law .
Governance Assessment
- Board effectiveness and alignment: Urbain’s move from Compensation & Human Capital to Audit and the newly created Finance Committee concentrates his logistics and operating experience on risk, controls, and capital allocation—areas material to LKQ’s global distribution model and European footprint .
- Independence, attendance, and ownership alignment: Independent status affirmed; met attendance threshold; subject to robust ownership guidelines (5x retainer) with company stating all directors are in compliance; hedging/pledging prohibited—all supportive of investor alignment .
- Compensation structure: Retainer‑only cash plus a meaningful equity component (~$165k RSUs) with no meeting fees or perquisites aligns with best practice; Urbain’s 2024 mix ($130k cash, $165k equity) is consistent with LKQ’s market‑median policy advised by F.W. Cook .
- Conflicts and related‑party risks: No compensation committee interlocks or Item 404 related‑party relationships disclosed for members (including Urbain) in 2024; no family relationships among directors and executive officers—low conflict indicators .
- Shareholder sentiment signal: Say‑on‑pay support at 96% in 2024 indicates generally favorable investor views on LKQ’s compensation governance environment (context for board credibility) .
RED FLAGS: None disclosed specific to Urbain. No pledging/hedging allowed, no interlocks, and attendance thresholds met. Continued monitoring warranted on committee rotation impacts and any future related‑party disclosures .