David Hoogendoorn - Director | PENSKE AUTOMOTIVE GROUP (PAG) Executive Profile & Compensation

About David Hoogendoorn

David Hoogendoorn, age 58, is a CPA and long-tenured audit partner (Ernst & Young partner since 2002, retiring June 30, 2025) with 37 years in public accounting, including 14 years at Arthur Andersen where he was partner from 1999–2002. He led EY’s U.S. Central Region Cybersecurity assurance (since March 2021) and ESG assurance (since 2022), and has extensive financial reporting, internal control, risk management, governance, cybersecurity, and ESG experience; he is a first-time nominee to PAG’s Board and was recommended by Audit Chair Greg Smith . The Board determined that upon election he will be independent under NYSE and PAG guidelines .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ernst & Young (EY)	Senior Partner; regional automotive sector leadership; geographic markets; office Managing Partner	Partner since 2002; retiring Jun 30, 2025	Strategy, operations, P&L, talent management; lead audit partner for multi-national public companies; cyber assurance leader (since Mar 2021), ESG assurance leader (since 2022)
Arthur Andersen	Partner	1999–2002	Audit partner; financial reporting and controls experience

External Roles

Organization	Role	Tenure	Notes
Numerous private enterprises and non-profit organizations	Independent advisor and/or director	Not disclosed	Governance advisory roles; specific entities not named

Board Governance

Independence: Board has affirmatively determined that, upon election, Hoogendoorn will be independent under NYSE and PAG guidelines .
Nomination: Recommended by Greg Smith, Chair of the Audit Committee .
Board structure context: PAG is a “controlled company” (Penske Corporation and Mitsui >50% voting power) but states full compliance with NYSE rules for non-controlled companies; Lead Independent Director is H. Brian Thompson .
Committee architecture: Audit, Compensation & Management Development, Nominating & Corporate Governance, Executive; Audit oversees financial reporting, internal audit, independent auditor engagement, key financial/cyber risks—areas aligned with Hoogendoorn’s expertise .
Attendance norms: In 2024, directors collectively attended 98% of board and committee meetings; each director attended at least 88%—benchmark for expected engagement (Hoogendoorn was not yet serving) .

Fixed Compensation

Director compensation structure applicable to non-employee directors (policy amounts; actual for Hoogendoorn begins upon election):

Component	Amount	Citation
Annual cash retainer (non-employee director)	$60,000
Audit Committee member annual fee	$65,000
Lead Independent Director additional fee	$30,000
Compensation Committee Chair additional fee	$15,000
Nominating & Corporate Governance Chair additional fee	$15,000
Audit Committee Chair additional fee	$20,000
Vice Chair of Board additional fee (not applicable to independent directors)	$50,000
Annual equity grant (stock or deferred stock)	$250,000 (December grant, value at grant date)
Company vehicle or cash in lieu	$20,000 cash option available
Deferral options	Fees/equity may be deferred; cash account credited 50% S&P 500 index fund, 50% bond fund; DSUs accrue dividends
Charitable match	Up to $50,000/year matched by company

Stock ownership guidelines for directors: Own common stock equal to 10x annual retainer ($60,000 × 10 = $600,000) within five years; pledged shares excluded; restricted stock included .

Performance Compensation

No performance-based metrics are disclosed for director compensation (non-employee directors receive fixed fees plus a standard annual equity grant; performance plans described are for NEOs, not directors) .

Other Directorships & Interlocks

Company	Role	Committees	Interlocks/Notes
None disclosed (public companies)	—	—	PAG notes advisory/director roles at private enterprises/non-profits; no public company boards identified for Hoogendoorn

Expertise & Qualifications

Financial reporting, internal controls, risk management, corporate governance (senior audit partner; multi-national public company audits) .
Cybersecurity assurance leadership (U.S. Central Region since March 2021) .
ESG assurance leadership (U.S. Central Region since 2022) .
Automotive sector experience in professional services (regional automotive sector leadership) .

Equity Ownership

Metric	Value	Citation
Beneficial ownership (shares)	0
Economic ownership (incl. DSUs)	0
Ownership % of outstanding shares	<1% (none)

Policy notes relevant to alignment:

Hedging and short selling prohibited for directors; pre-clearance required; no director 10b5-1 plans in 2024/2025 as of proxy date .
Director ownership guideline of $600,000 target within five years; pledged shares excluded from compliance .

Governance Assessment

Strengths: Deep audit, controls, risk, and cyber/ESG assurance expertise; clear independence upon election; nomination by Audit Chair underscores expected contribution to financial oversight and risk governance .
Alignment: As of March 20, 2025, holds no PAG shares; subject to robust director stock ownership guideline ($600,000 over five years), which should build alignment over time .
Conflicts/Related-Party: No related-party transactions disclosed for Hoogendoorn; independence guideline prohibits affiliation with PAG’s independent auditor—PAG auditor is Deloitte, while Hoogendoorn is with EY, so no auditor-affiliation conflict per policy . Broader company context includes significant Penske Corporation/Mitsui control and multiple related-party transactions; ongoing Audit Committee/Board oversight frameworks are in place .
RED FLAGS: None identified specific to Hoogendoorn (no pledging, no related-party exposure, no attendance issues disclosed, no director performance pay anomalies). Company-level notes: Penske Corporation has 50% of its shares pledged under a loan facility; Voting Agreement implemented to address derivative litigation over buybacks—these are macro governance context items, not tied to Hoogendoorn .