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Greg Smith

Director at PENSKE AUTOMOTIVE GROUPPENSKE AUTOMOTIVE GROUP
Board

About Greg Smith

Greg Smith, age 73, has served on Penske Automotive Group’s Board since 2017 and is currently the independent Chair of the Audit Committee and designated financial expert. He is Principal of Greg C. Smith LLC and the retired Vice Chairman of Ford Motor Company, with 30+ years in automotive leadership; he is also Non‑Executive Chairman of Lear Corporation’s board. The PAG Board has determined he is independent under NYSE rules; directors collectively attended 98% of meetings in 2024, and each director attended at least 88% .

Past Roles

OrganizationRoleTenureCommittees/Impact
Ford Motor CompanyVice Chairman; EVP & President – Americas; Chairman & CEO – Ford Motor Credit; President & COO – Ford Motor CreditVice Chairman 2005–2006; other executive roles 2001–2005Led Corporate Strategy, HR/Labor, IT, Automotive Strategy; ran major business units in financial services, engineering, product development
Greg C. Smith LLCPrincipal2007–presentPrivate management consulting; governance advisory experience
Penske Automotive Group (PAG)Director; Audit Committee Chair; Financial ExpertDirector since 2017Chairs Audit Committee; oversees auditor independence, internal controls, financial reporting; recommended inclusion of audited financials in 2024 Form 10‑K
National Association of Corporate DirectorsRisk Oversight Advisory Council Member; NACD Board Leadership Fellown/aGovernance and risk oversight expertise

External Roles

OrganizationRoleTenureCommittees/Impact
Lear CorporationNon‑Executive Chairman; DirectorDirector since 2009; Non‑Exec Chair since May 2020Ex officio member of Audit, Governance & Sustainability, and People & Compensation Committees; board leadership separate from CEO

Board Governance

  • Committee assignments (2024): Audit Committee Chair and financial expert; not a member of Compensation or Nominating committees .
  • Meeting cadence (2024): Board 7; Audit 8; Compensation 5; Nominating 2; Executive 0 .
  • Independence: Board determined Smith and all members of Audit, Compensation, and Nominating committees are independent under NYSE rules .
  • Audit Committee oversight: Sole authority to retain/terminate auditors; reviewed auditor independence and recommended inclusion of audited financial statements in 2024 10‑K filed Feb 21, 2025 .

Fixed Compensation

Component20232024
Fees Earned or Paid in Cash ($)$105,000 $105,000
Stock Awards ($)$250,000 $250,000
All Other Compensation ($)$50,000 $50,000
Total ($)$405,000 $405,000
  • Other compensation detail: Charitable match ($50,000) and election of $20,000 in lieu of a company vehicle; DSUs outstanding at 12/31/24: 20,696 .
  • Director fee schedule (2024): Non‑employee directors $60,000; Audit Committee members $65,000; Audit Committee Chair additional $20,000; Lead Director +$30,000; Committee Chairs (Comp and Nominating) +$15,000; annual equity grant $250,000 in December (stock or deferred stock) .

Performance Compensation

ElementStructureMetricsVesting
Annual Director Equity$250,000 of shares or deferred stock units (DSUs) granted in December; valued on grant dateNone disclosed for director grantsNot explicitly specified for directors; DSUs accrue dividend equivalents; payable upon board service termination per deferral elections
  • Stock ownership guidelines: Non‑employee directors must own common stock equal to 10x annual retainer ($600,000 based on $60,000 retainer); five years to comply; pledged shares excluded; restricted stock included .

Other Directorships & Interlocks

CompanyRoleNotes
Lear CorporationNon‑Executive ChairmanCurrent board leadership; ex officio across core committees
Prior public boardsFannie Mae; Solutia Inc.; Penske CorporationHistorical board service indicating deep governance experience

Expertise & Qualifications

  • Technical/industry: Extensive automotive operations, finance, strategy; former Vice Chairman at Ford; leadership across financial services (Ford Credit), engineering, product development .
  • Governance: Audit committee leadership experience; NACD Risk Oversight Advisory Council and NACD Board Leadership Fellow .
  • Education: BS Mechanical Engineering (Rose‑Hulman Institute of Technology); MBA (Eastern Michigan University) .

Equity Ownership

Measure (as of Mar 20, 2025)SharesPercent
Economic Ownership22,376 <1%
Beneficial Ownership (SEC definition)1,529 <1%
DSUs outstanding (12/31/24)20,696 n/a
  • Ownership table notes: Percent based on 66,747,196 shares outstanding; unless noted, shares are not pledged .
  • Hedging/pledging policy: Directors prohibited from hedging; pledged shares excluded from ownership guideline calculations .

Insider Trades (Form 4, 2023–2025)

Filing DateTransaction DateTypeSecurityQuantityPricePost‑Txn OwnershipSEC Link
2025‑09‑052025‑09‑03AwardDSUs (Phantom)151$0.0021,159
2025‑06‑042025‑06‑03AwardDSUs (Phantom)161$0.0021,008
2025‑06‑042025‑06‑03SaleCommon Stock1,529$161.640
2025‑03‑102025‑03‑06AwardDSUs (Phantom)151$0.0020,847
2024‑12‑132024‑12‑11AwardCommon Stock1,529$0.001,529
2024‑12‑052024‑12‑03AwardDSUs (Phantom)147$0.0020,696
2024‑09‑062024‑09‑04AwardDSUs (Phantom)135$0.0020,549
2024‑06‑052024‑06‑04AwardDSUs (Phantom)129$0.0020,415
2024‑03‑052024‑03‑01AwardDSUs (Phantom)113$0.0020,286
2024‑02‑202024‑02‑16SaleCommon Stock1,604$149.3770
2023‑12‑152023‑12‑13AwardCommon Stock1,604$0.001,604
2023‑12‑052023‑12‑01AwardDSUs (Phantom)103$0.0020,173
2023‑09‑052023‑09‑01AwardDSUs (Phantom)87$0.0020,070
2023‑06‑052023‑06‑01AwardDSUs (Phantom)95$0.0019,983
2023‑03‑032023‑03‑01AwardDSUs (Phantom)83$0.0019,888
2023‑02‑222023‑02‑21SaleCommon Stock2,029$151.000

Pattern: Quarterly DSU accruals and annual director stock grants; periodic open‑market sales of common shares. Post‑transaction positions reflected in Form 4 filings [Readout from insider‑trades skill].

Governance Assessment

  • Strengths: Independent Audit Chair with deep automotive and finance experience; rigorous auditor independence oversight; board meets robust cadence; committee independence confirmed; high say‑on‑pay support (98% in prior year) suggests shareholder confidence in compensation governance .
  • Alignment: Director equity of $250,000 annually with optional deferral into DSUs; stock ownership guidelines require material personal holdings (10x retainer, $600,000) with five‑year compliance window .
  • Independence and engagement: Audit Committee comprised of four “audit committee financial experts”; directors collectively attended 98% of meetings in 2024 (each ≥88%) .
  • Related‑party context: PAG is a “controlled company” under NYSE rules due to Penske Corporation’s voting power; half of Penske Corporation’s deemed shares are pledged under a loan facility; Voting Agreement caps “Excess Voting Securities” influence above 43.57% by requiring pro‑rata voting—structures mitigate controller risk but imply governance sensitivity .
  • RED FLAGS:
    • Controlled company status increases reliance on independent committee leadership for minority shareholder protections .
    • Pledging by controlling shareholder (Penske Corporation) at 50% of deemed shares could introduce liquidity/forced‑sale risk in stress scenarios; not attributed to Smith’s own holdings .

Director Compensation Notes

  • No meeting fees; cash/equity mix selectable; deferral options for cash into notional accounts (50% S&P 500 index fund/50% bond fund) and equity into DSUs with dividend equivalents .
  • Charitable matching up to $50,000 per director annually; directors may elect vehicle use or $20,000 stipend (many choose stipend) .

Additional Context

  • Audit Committee membership (2024): Greg Smith (Chair), Kimberly McWaters, John Barr, Ronald Steinhart .
  • Nominating & Corporate Governance Committee oversees ESG practices/reporting; Executive sessions led by Lead Independent Director (H. Brian Thompson) .
  • Say‑on‑pay: 98% approval in prior year; clawback policy and hedging prohibition apply to directors and officers .