Bud Denker
PENSKE AUTOMOTIVE GROUPAbout Bud Denker
Bud Denker, 66, is Executive Vice President – Human Resources at Penske Automotive Group (PAG) since July 2015; he previously served as EVP – Marketing (2005–2015). He also serves as President of Penske Corporation (joined 2005) and as Executive Vice President of Penske Racing, and prior to PAG was Vice President, Brand and Market Development at Eastman Kodak (2001–2005) . PAG’s senior executive long‑term incentive plan ties payouts to EBITDA, EPS, peer‑relative stock performance, customer satisfaction, internal controls, and ESG metrics; 2024 achievement was 79.2% (89.2% including a supplemental ESG metric), yielding a $669,000 award for Denker paid in restricted stock in February 2025 . The company expects Denker to spend ~75% of his time on PAG matters while also receiving compensation from Penske Corporation for affiliated responsibilities . Education is not disclosed in the proxy; the company emphasizes qualitative leadership attributes in compensation decisions (reliability, judgment, ability to lead) rather than formal education credentials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penske Automotive Group | EVP – Marketing | 2005–2015 | Senior executive oversight of marketing; role progression to EVP HR |
| Penske Automotive Group | EVP – Human Resources | 2015–present | Senior leadership of HR; supports compensation and succession processes |
| Eastman Kodak Company | VP, Brand & Market Development | 2001–2005 | Senior brand/market development leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penske Corporation | President | 2005–present | Cross‑enterprise leadership; time allocation ~75% to PAG |
| Penske Racing | Executive Vice President | Not disclosed | Executive leadership role |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $625,000 | $650,000 | $720,000 |
| Annual Cash Bonus | $600,000 | $450,000 | $525,000 |
| All Other Compensation | $64,732 | $81,842 | $104,656 |
| Total Compensation | $1,789,732 | $1,681,842 | $2,099,656 |
Notes: 2024 “All Other Compensation” for Denker consists of dividends on unvested restricted stock . PAG indicates senior executives (other than CEO/President) receive discretionary cash bonuses based on company, individual, and business unit performance .
Performance Compensation
Long-Term Incentive Award Amounts (Restricted Stock Settled)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Minimum | n/a | $250,000 | $375,000 |
| Target | $500,000 | $500,000 | $750,000 |
| Maximum | $800,000 | $800,000 | $1,200,000 |
| Award (Paid) | $750,000 | $475,000 | $669,000 |
2025 LTIP ranges for Denker: Minimum $375,000, Target $750,000, Maximum $1,237,500 (to be settled in shares granted in 2026) .
2024 LTIP Performance Metrics and Payouts (applies to NEOs, including Denker)
| Metric | Weight | Target | Actual/Result | Achievement |
|---|---|---|---|---|
| EBITDA | 20% | $1,646m (100%); <$1,235m (0%); $1,721m (200%) | $1,486m | 12.2% |
| EPS (Comparative) | 10% | $14.87 (100%); $14.88–$15.61 (200%); >$15.61 (300%); <$11.15 (0%) | $13.74 | 7.0% |
| Relative Stock Performance vs peer set | 10% | 2/5 peers (75%) … 5/5 (200%) | 0 of 5 | 0.0% |
| U.S. Customer Satisfaction | 10% | ≥90% dealerships meet/exceed OEM requirements | Exceeds | 10.0% |
| Internal Controls | 10% | No material weaknesses | Achieved | 10.0% |
| ESG – Global turnover | 10% | ≤+2% vs prior year | Achieved | 10.0% |
| ESG – U.S. gender diversity | 10% | ≥ auto retail gender diversity (NADA) | Achieved | 10.0% |
| Committee Discretion | 20% | Discretionary | Awarded | 20.0% |
| Supplemental ESG – Employee NPS vs peer | 10% | Higher than peer NPS | 10% weight applied | 10.0% |
| Total | 110% | — | — | 89.2% |
2022 LTIP context: EBITDA $2,057m (200% attainment on 20% weight), EPS $18.55 (200% on 10%), operating margin 5.35% (200% on 10%), relative stock performance 8/8 peers (200% on 10%), other metrics achieved; total payout 150% (supplemental ESG not achieved) .
Grants and Vesting Activity
| Grant/Settlement | Date | Shares | Grant Date Fair Value |
|---|---|---|---|
| Settlement of 2023 LTIP (restricted stock issued) | 2/13/2024 | 3,172 | $476,910 |
| 2024 LTIP target grant (paid in Feb 2025) | N/A (award value basis) | — | $750,000 target; $669,000 earned |
| Vested in 2024 | Shares Acquired on Vesting | Value Realized |
|---|---|---|
| Stock Awards (restricted stock) | 7,423 | $1,129,038 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (includes restricted/unvested) | 33,212 shares; <1% of outstanding |
| Unvested restricted stock at 12/31/2024 | 26,562 shares; $4,049,111 market value at $152.44 |
| Vesting schedule (unvested tranches) | 10,410 (Jun 1, 2025); 6,826 (Jun 1, 2026); 4,733 (Jun 1, 2027); 2,445 (Jun 1, 2028); 2,148 (Jun 1, 2029) |
| Shares pledged | None indicated for Denker; table notes “unless otherwise indicated, none … are pledged” |
| Ownership guidelines | Other Senior Executives: 2× base salary; 5 years to comply; pledged shares excluded; restricted shares included |
| Denker guideline threshold | $1.44m required (2× $720,000 base) |
| Indicative value of beneficial holding | 33,212 × $152.44 = ~$5.06m (using 12/31/2024 price) |
| Compliance status | Based on 12/31/2024 price and beneficial shares, value exceeds 2× salary guideline |
PAG uses only restricted stock awards (no options) in recent years; awards vest over four years at 15%, 15%, 20%, 50% per year, front‑loaded retention in years 3–4 .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | None; NEOs have no employment agreements |
| Severance | None; no pre‑arranged severance compensation |
| Change‑of‑control | Restricted stock grants vest upon a change of control (single‑trigger on RS grants) |
| Clawback | Compensation recovery (“clawback”) policy for unfairly awarded compensation upon restatement (NYSE‑aligned) |
| Hedging/short sales | Prohibited for directors, officers, employees; no approvals granted in 2024 |
| Rule 10b5‑1 trading plans | None implemented by officers/directors in 2024 or 2025 YTD |
| Trading windows | Pre‑approval required; limited to open windows; 3 business days to execute after approval |
| Deferred compensation | DCP allows deferral up to 50% salary / 95% bonus; payouts lump sum or up to 10 annual installments; no company match |
Nonqualified Deferred Compensation (2024)
| Metric | Denker |
|---|---|
| Executive Contributions in Last FY | $245,708 |
| Registrant Contributions | $0 |
| Aggregate Earnings in Last FY | $161,131 |
| Aggregate Withdrawals/Distributions | $0 |
| Aggregate Balance at FYE | $1,159,904 |
Compensation Structure Analysis
- Cash vs equity mix: Denker’s 2024 compensation mix includes salary ($720k), discretionary cash bonus ($525k), and restricted stock award target ($750k). PAG’s philosophy emphasizes cash for most executives, with equity used to align and retain senior employees; equity vests heavily in years 3–4 (70% over years 3–4) .
- Year‑over‑year changes (Denker): Salary rose from $650k (2023) to $720k (2024); bonus increased from $450k to $525k; target stock awards rose from $500k to $750k; “All Other” increased due to dividends on unvested restricted stock .
- Performance metric stringency: In 2024, EBITDA and EPS fell short of 100% targets; peer‑relative stock performance was 0/5, reducing payout, but qualitative/ESG metrics and committee discretion sustained overall achievement (79.2% base; 89.2% including supplemental ESG) .
Compensation Peer Group and Say‑on‑Pay
- Compensation benchmarking peers: Asbury Automotive Group, AutoNation, Group 1 Automotive, Lithia Motors, Sonic Automotive; no targeted quartile .
- 2024 say‑on‑pay support: Over 98% approval for NEO compensation .
Investment Implications
- Alignment: Denker’s significant beneficial ownership (~33k shares, valued ~$5.06m at 12/31/2024) materially exceeds 2× salary guideline; no pledging and anti‑hedging policy bolster alignment .
- Retention and vesting overhang: Large unvested tranches vest June 1 annually (10,410 in 2025; 6,826 in 2026; 4,733 in 2027; 2,445 in 2028; 2,148 in 2029), with 70% of awards vesting in years 3–4, creating retention hooks but also predictable supply windows; trading is constrained by pre‑approval and blackout policies, and no 10b5‑1 plans were in place in 2024/2025 .
- Pay‑for‑performance: 2024 under‑attainment on EBITDA/EPS/peer‑relative performance reduced payouts, although discretion and ESG/internal metrics contributed; investors should watch 2025 targets (same framework) and macro cyclicality affecting auto retail profit drivers .
- Governance/contract risk: Absence of employment agreements and severance reduces change‑of‑control liabilities, but RSU single‑trigger vesting elevates deal‑related equity acceleration; clawback policy adds downside protection for restatements .
- Time allocation: Denker’s dual role as Penske Corporation President (expected ~75% time on PAG) may present potential allocation risk but is longstanding; compensation levels reflect these shared responsibilities .