H. Brian Thompson

About H. Brian Thompson

H. Brian Thompson (age 85) has served on the Penske Automotive Group (PAG) Board since 2002 and is the company’s Lead Independent Director. He is Chair of the Compensation & Management Development Committee and a member of the Nominating & Corporate Governance Committee and the Executive Committee. Thompson is Chairman & CEO of Universal Telecommunications, Inc., and previously held senior leadership roles across the telecommunications sector. He holds an MBA from Harvard Business School and a B.S. in Chemical Engineering from the University of Massachusetts .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board has determined Mr. Thompson is independent under NYSE and company guidelines; he serves as Lead Director coordinating executive sessions and outside director activities .
• Attendance and engagement: Directors collectively attended 98% of Board and committee meetings in 2024, and each director attended at least 88%; all directors serving at that time attended the 2024 Annual Meeting .
• Executive sessions: Executive sessions of outside directors generally occur as part of each Board meeting; the Lead Director sets agendas and presides .
• Controlled company context: PAG is a “controlled company” under NYSE rules due to Penske Corporation’s voting agreement with Mitsui; PAG nevertheless maintains fully independent Audit, Compensation, and Nominating committees .

Fixed Compensation (Director)

Director pay components and premiums (structure):

• Standard non-employee director annual fee: $60,000; Audit Committee members $65,000 .
• Lead Director premium: +$30,000; Compensation Chair premium: +$15,000; Nominating & Corporate Governance Chair premium: +$15,000; Audit Chair premium: +$20,000 .
• No meeting fees; directors may receive a Company vehicle or a $20,000 cash stipend in lieu; Thompson’s transportation expenses totaled $2,545 in 2024 (he did not take the $20,000 stipend) .

Performance Compensation (Director)

Note: Director equity is time-based; no director-specific performance metrics disclosed (performance metrics apply to executive officer long-term incentives, not to non-employee directors) .

Other Directorships & Interlocks

• Compensation Committee interlocks: None involving PAG’s directors in the last fiscal year; no member of the Compensation Committee was a current or former PAG officer or employee .
• Use of independent consultants: Compensation Committee did not hire an outside compensation consultant in 2024 .

Expertise & Qualifications

• Telecommunications operating and governance expertise across multiple cycles and restructurings; CEO/Chair experience at LCI, GTS, Comsat; Executive Chairman at GTT .
• Strategic advisory and investment experience as Chairman & CEO of Universal Telecommunications, Inc. .
• Advanced education: MBA (Harvard Business School); B.S. Chemical Engineering (UMass) .

Equity Ownership

Ownership alignment and guidelines:

• Director stock ownership guideline: 10x annual retainer ($60,000 x 10 = $600,000); five years to comply; excludes pledged shares; includes restricted stock .
• Based on 12/31/2024 closing price of $152.44 used elsewhere in the proxy, Mr. Thompson’s 116,207 shares would equate to approximately $17.7 million (116,207 x $152.44), well above the $600,000 guideline .
• Hedging/pledging: Hedging and short selling are prohibited without approval; no approvals granted in 2024. Guidelines exclude pledged shares; proxy states unless otherwise indicated, none of the listed holdings are pledged .

Governance Assessment

Strengths and positive signals:

• Independent leadership: Lead Independent Director with explicit responsibilities for executive sessions and communications; Chair of the Compensation Committee; member of Governance and Executive Committees .
• Independence and committee composition: All members of Audit, Compensation, and Nominating committees are independent under NYSE rules and company guidelines .
• Engagement: High overall Board/committee attendance (98%); each director ≥88%; all directors attended 2024 Annual Meeting .
• Ownership alignment: Significant personal shareholding (116,207 shares) materially exceeds director ownership guideline; annual director equity grant of $250,000 supports alignment .
• Shareholder support: Say-on-pay passed with over 98% of votes cast in favor in the prior year, indicating broad investor support for compensation practices .

Risk indicators and potential red flags (context for investors):

• Controlled company structure: PAG is a “controlled company” given Penske Corporation’s voting agreement with Mitsui; while committees are independent, controller dynamics may influence governance outcomes .
• Related-party ecosystem: Extensive related-party transactions with Penske affiliates (PTS/PTL, Penske Corporation, Penske Racing, and family affiliates), including a voting agreement entered in 2024 that mooted derivative claims regarding repurchases; not specific to Mr. Thompson, but relevant to overall board oversight .
• Pledging at controller level: Fifty percent of the shares deemed owned by Penske Corporation are pledged under a loan facility (controller-level risk); no indication of pledging by Mr. Thompson .
• Restructuring history at prior company: GTT Communications filed Chapter 11 during Mr. Thompson’s tenure as Executive Chairman; investors may consider how restructuring experience informs his risk oversight at PAG .
• Tenure and succession: Mr. Thompson’s long tenure (since 2002) and age (85) underscore importance of board refreshment and succession planning; PAG has adopted a Director Advisor program to facilitate refreshment while retaining institutional knowledge .

No specific related-party transactions involving Mr. Thompson are disclosed in PAG’s 2025 proxy; the related-party section focuses on Penske affiliates (e.g., Penske Corporation, PTS/PTL) and certain family/affiliate transactions .

Notes on Director Compensation Structure

• Fee and equity mix: For 2024, Mr. Thompson received $105,000 in fees (reflecting Lead Director and Compensation Chair premiums) and a $250,000 annual stock award; he elected to receive 50% of his cash compensation in equity. “All Other Compensation” included a $50,000 charitable match and $2,545 vehicle-related costs .
• No meeting fees; each director is eligible for one reimbursed education seminar per year; directors may use a company vehicle or elect a $20,000 stipend in lieu .

Summary

Mr. Thompson brings deep board leadership and compensation oversight experience as Lead Independent Director and Compensation Committee Chair, with substantial ownership that aligns with shareholders. The primary governance considerations are PAG’s controlled-company status and breadth of related-party transactions in the Penske ecosystem (not involving Mr. Thompson directly), balanced by independent committee structures, strong attendance, and high say-on-pay support .