Greg Penske
PENSKE AUTOMOTIVE GROUPAbout Greg Penske
Greg Penske, age 62, is Vice Chair of the Board of Penske Automotive Group (PAG) since January 2023. He joined the PAG Board in May 2020 and previously served as a director from May 2014 to May 2017; he is Chair and CEO of Penske Motor Group, LLC and the son of PAG’s CEO, Roger S. Penske . His biography emphasizes extensive automotive retail industry experience, relationships with key automotive partners, and familiarity with PAG’s operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penske Automotive Group (PAG) | Director; Vice Chair of the Board | Director: May 2014–May 2017; Director: May 2020–present; Vice Chair: Jan 2023–present | Vice Chair of the Board; no standing committee memberships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penske Motor Group, LLC | Chair and Chief Executive Officer | Not disclosed | Leads automotive group including Toyota and Lexus brands |
| Penske Corporation | Board Member | Since 1999 | Governance oversight of PAG’s affiliate |
| Penske Entertainment | Vice Chair | Not disclosed | Board leadership at PAG affiliate |
| Petersen Automotive Museum | Board Member | Not disclosed | Civic/industry engagement |
Board Governance
- Independence: Not independent; Greg is PAG’s Vice Chair and the son of PAG’s CEO. Independent directors are explicitly listed and do not include Greg .
- Committee assignments: None; the governance matrix shows no Audit, Compensation, or Nominating committee assignment for Greg. He serves as Vice Chair (VC) of the Board; Executive Committee has other members (Roger Penske Chair; Michael Eisenson and Robert Kurnick Jr. as members) .
- Attendance: Collectively, directors attended 98% of board and committee meetings in 2024; each director attended at least 88% of their respective meetings. Board met 7 times; Audit 8; Compensation 5; Nominating 2; Executive 0 .
- Lead Independent Director & executive sessions: H. Brian Thompson is Lead Independent Director; he presides over executive sessions of outside directors, which generally occur as part of each Board meeting .
- Controlled company: PAG is a “controlled company” under NYSE rules due to Penske Corporation’s voting agreement with Mitsui; despite this, PAG states it complies with NYSE rules for non-controlled companies .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director fee | $60,000 | Standard non-employee director retainer; Audit Committee members receive $65,000 |
| Vice Chair fee | $50,000 | Additional fee for Vice Chair role |
| Fees earned (Greg Penske) | $130,000 | Greg elected to receive equity in lieu of cash retainer; fees include $20,000 in lieu of company vehicle per footnote (4) |
| All other compensation (Greg Penske) | $50,000 | Charitable donation matching program (up to $50,000 per year) |
| Total director compensation (Greg Penske) | $430,000 | Fees $130,000; Stock Awards $250,000; All Other $50,000 |
| Deferral options | Available | Directors may defer fees/equity to deferred stock units or notional cash accounts |
| Vehicle benefit | $20,000 alternative | Directors may elect $20,000 cash/equity in lieu of a company vehicle |
Performance Compensation
| Component | 2024 Amount | Performance Linkage |
|---|---|---|
| Annual equity grant (non-employee directors) | $250,000 | Annual grant of shares or deferred stock; no director-specific performance metrics disclosed |
No performance metrics are tied to director compensation; annual director equity is time-based and elected as stock or deferred stock units .
Other Directorships & Interlocks
- Affiliate interlocks: Greg sits on boards of Penske Corporation and Penske Entertainment; PAG has extensive related party relationships with Penske-affiliated entities and Penske Transportation Solutions (PTS), including ownership interests and governance rights .
- Stockholders agreement: Between Penske companies and Mitsui governs director elections and voting rights, expiring March 26, 2030 .
- Voting Agreement: In Jan 2024, PAG entered a Voting Agreement with Penske Corporation to vote “Excess Voting Securities” proportionally with other stockholders; adopted to moot a stockholder derivative complaint related to repurchase programs. PAG paid $995,000 in fees/expenses to the plaintiff’s counsel; court closed the action on Feb 8, 2024 .
Expertise & Qualifications
- Extensive automotive retail industry experience; relationships with key partners; deep familiarity with PAG operations .
- Long-standing leadership roles across Penske affiliates and industry/civic organizations, supporting board-level oversight of retail operations and partnerships .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Greg Penske | 53,058 | <1% | Shared voting power on certain shares per footnote |
| Penske Corporation (for context) | 34,181,121 | 51.2% | 50% of shares deemed owned by Penske Corporation are pledged under a loan facility (RED FLAG at controller level) |
- Stock ownership guidelines: Non-employee directors must own common stock equal to ten times the annual retainer (currently $600,000). Guidelines exclude pledged shares and include restricted stock; five years allowed to reach threshold, extensions possible at Chair/Lead Director discretion .
- Hedging/Pledging: Company prohibits hedging; ownership guidelines exclude pledged shares. No director/officer Rule 10b5-1 plans in 2024/2025 as of the proxy date .
Governance Assessment
- Independence and conflicts: Greg is not independent (family relationship to CEO; Vice Chair role). PAG is a controlled company with Penske Corporation’s majority voting power and a stockholders agreement with Mitsui, increasing potential conflict risk. The 2024 Voting Agreement is a mitigating measure addressing control concerns raised in litigation; still, centralized control and affiliate transactions warrant heightened scrutiny (RED FLAGS: controller share pledging; family ties; related-party transactions) .
- Committee insulation: Greg is not a member of Audit, Compensation, or Nominating committees; all members of these committees are independent, which helps mitigate direct influence on pay, audit oversight, and director nominations .
- Attendance and engagement: Board/committee attendance in 2024 was strong (98% overall; each director ≥88%); all directors attended the 2024 Annual Meeting, supporting governance engagement .
- Director pay alignment: Greg’s director pay mixes fixed fees with annual equity, standard at PAG; he elected equity in lieu of cash and received charitable match, with optional deferrals—typical of director alignment frameworks. No performance metrics are tied to director pay, avoiding short-term incentives for oversight functions .
- Related-party exposure: PAG reports numerous transactions with Penske affiliates (PTS distributions, leases, services, acquisitions like Don Allen dealerships from PILP), overseen under a written policy with Audit Committee/Board approvals. While customary, they underscore interlocks and potential conflicts requiring continuous independent oversight .
- Say-on-pay signal: 98% approval in the prior year’s advisory vote on executive compensation suggests strong shareholder support for PAG’s pay practices, though it does not directly evaluate director compensation or related-party governance .
RED FLAGS
- Controller pledging: 50% of Penske Corporation’s deemed-owned shares are pledged—elevated risk at the controller level in stress scenarios .
- Family relationship: Greg is the CEO’s son and Vice Chair; not independent; structural conflict potential .
- Controlled company and stockholders agreements: Concentrated voting power and interlocking agreements with Mitsui can limit minority influence on board composition .
- Ongoing related-party transactions: Material business dealings with Penske affiliates (e.g., PILP dealership acquisition; leases; services) demand rigorous independent review to maintain investor confidence .
Director Compensation (Greg Penske, 2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Awards | $250,000 |
| All Other Compensation | $50,000 (charitable match) |
| Total | $430,000 |
| Election to receive equity in lieu of cash | Yes |
| $20,000 in lieu of company vehicle included in fees | Yes |
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | None | 8 |
| Compensation & Management Development | None | 5 |
| Nominating & Corporate Governance | None | 2 |
| Executive | Not listed; Chair: Roger Penske; Members: Eisenson, Kurnick | 0 |
Equity Ownership (Detail)
| Holder | Shares | Notes |
|---|---|---|
| Greg Penske | 53,058 (beneficial ownership) | Shared voting power on certain shares |
| Ownership % | Less than 1% | Based on 66,747,196 shares outstanding |
Related-Party Exposure Summary
- Stockholders Agreement: Penske/Mitsui slate and voting coordination through March 26, 2030 .
- Voting Agreement (Jan 23, 2024): Proportional voting on Excess Voting Securities; litigation mooted and closed; $995,000 paid to plaintiff’s counsel .
- Penske Transportation Solutions (PTS): PAG 28.9% LP interest; distributions ($98.4 million in 2024) and governance rights; multiple operating interactions (consignment, leases, asset sale) .
- PILP Transaction: Acquisition of Don Allen dealerships from a Penske-affiliated entity; final purchase price $11,537,231; holdback retained; customary representations/covenants .
- Shared services/leases/branding: Shared office lease; services; “Penske Automotive” license contingent on PC >20% ownership .