Kimberly McWaters
PENSKE AUTOMOTIVE GROUPAbout Kimberly McWaters
Kimberly J. McWaters (age 60) has served on Penske Automotive Group’s Board since 2004; she is currently independent and serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee . She is President & CEO of Fresh Start Women’s Foundation (since Feb 1, 2021) and previously was President (2000) and CEO (2003–Oct 31, 2019) of Universal Technical Institute, including prior leadership roles in marketing and sales . The Board reported 98% aggregate attendance in 2024 with each director attending at least 88% of their meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Technical Institute (UTI) | President (2000), CEO (2003–2019), Chairman (2013–2017); joined UTI in 1984 with VP Marketing and VP Sales & Marketing roles | 1984–2019 (CEO through 10/31/2019) | Led the nation’s leading transportation technician training provider; deep service/parts and technician pipeline expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fresh Start Women’s Foundation | President & CEO | Feb 1, 2021–present | Non-profit leadership; long-time director prior to CEO role |
| Universal Technical Institute | Director (prior) | Within past 5 years | Prior public company directorship |
| WillScot Mobile Mini Holdings | Director (prior) | Within past 5 years | Prior public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined McWaters is independent under NYSE and company guidelines . |
| Committees | Audit Committee (member); Nominating & Corporate Governance Committee (Chair) . |
| 2024 Meetings Held | Board: 7; Audit: 8; Compensation: 5; Nominating & Corporate Governance: 2; Executive: 0 . |
| Attendance | Directors collectively attended 98% of Board/committee meetings; each director attended at least 88% . |
| Lead Independent Director | H. Brian Thompson (also Compensation Chair; McWaters not Lead) . |
| ESG Oversight | As Nominating & Corporate Governance Chair, her committee oversees ESG practices and reporting . |
| Hedging/Pledging Policy | Hedging prohibited without approval; no approvals in 2024; ownership guidelines exclude pledged shares . |
| Controlled Company Context | PAG is a “controlled company” (Penske Corp. and Mitsui voting group), though PAG follows non-controlled NYSE rules . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $80,000 | Audit members receive $65,000; Nominating & Corporate Governance Chair +$15,000; aligns with McWaters’ $80,000 fees . |
| Other compensation | $90,303 | Vehicle-related costs $40,303 and $50,000 charitable match; DSUs accrue dividend equivalents . |
Director compensation framework: non-employee directors receive $60,000 annual fee (Audit members $65,000), chair fees ($15,000 for Nominating & Corporate Governance; $20,000 for Audit), Lead Director $30,000; option to take fees in equity and/or defer; company vehicle or $20,000 cash alternative; no meeting fees .
Performance Compensation (Director)
| Component | 2024 Amount | Structure |
|---|---|---|
| Annual equity grant | $250,000 | Granted in stock or deferred stock units (at director election); director fees may also be taken in equity; no disclosed performance metrics for director equity . |
Note: PAG’s disclosed performance metrics apply to executive officers’ long-term incentive plans, not to non-employee director compensation; director equity is time-based and/or deferred at election .
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Interlock/Conflict |
|---|---|---|---|
| Universal Technical Institute | Director | Past 5 years | None disclosed with PAG customers/suppliers . |
| WillScot Mobile Mini Holdings | Director | Past 5 years | None disclosed with PAG customers/suppliers . |
No related-party transactions were disclosed involving McWaters in PAG’s Related Party Transactions section, which primarily details arrangements with Penske Corporation, Mitsui, and affiliates .
Expertise & Qualifications
- Automotive retail and service talent pipeline expertise from UTI; deep understanding of service/parts operations and technician training .
- Public company leadership experience (CEO, Chair) and prior public board service; community leadership via Fresh Start .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Economic ownership | 57,244 | Includes beneficial ownership plus deferred stock units (DSUs) . |
| Beneficial ownership | 0 | As defined by SEC rules; less than 1% . |
| Deferred stock units (DSUs) | 56,828 | DSU balance at 12/31/24 . |
| Pledged shares | None indicated | Unless otherwise indicated, no pledges; none indicated for McWaters . |
| Ownership guidelines | 10x annual retainer ($600,000) for directors; 5-year compliance window; pledged shares excluded . |
Governance Assessment
- Strengths: Independent director with 20+ years on the PAG board; chairs the committee overseeing governance and ESG; also serves on the Audit Committee—both roles support board oversight quality .
- Engagement: Board/committee cadence in 2024 was regular (7 Board; 8 Audit; 2 Nominating & Corporate Governance); aggregate director attendance 98% with each director ≥88% .
- Alignment: Receives a meaningful portion of compensation in equity; can defer into DSUs; has material DSU holdings (56,828 units) supporting long-term alignment; hedging is prohibited absent approval (none in 2024) .
- Conflicts: No McWaters-related party transactions disclosed; non-profit leadership at Fresh Start presents no disclosed transactions with PAG; contrast with broader Penske/Mitsui related-party ecosystem where transactions are robust but unrelated to her .
- Risk note: All directors (including McWaters) were named in a Delaware derivative/class action challenging repurchases; matter was mooted after PAG entered a Voting Agreement; court closed the action; company paid $995,000 to plaintiff’s counsel—resolved but signals heightened scrutiny of controller dynamics .
- Shareholder sentiment context: Say-on-pay passed with over 98% support in the prior year, indicating broad investor support for compensation practices, albeit focused on executives rather than directors .
Director Compensation (Detail)
| Component | 2024 | Source |
|---|---|---|
| Fees earned or paid in cash | $80,000 | |
| Stock awards | $250,000 | |
| All other compensation | $90,303 | |
| Total | $420,303 | |
| Other comp breakdown | $40,303 transportation; $50,000 charitable match | |
| DSUs outstanding (12/31/24) | 56,828 |
Other Directorships & Interlocks (Detail)
| Organization | Role | Period | Notes |
|---|---|---|---|
| Universal Technical Institute | Director (prior) | Past 5 years | Prior public board |
| WillScot Mobile Mini Holdings | Director (prior) | Past 5 years | Prior public board |
| Fresh Start Women’s Foundation | President & CEO | 2021–present | Non-profit leadership |
Equity Ownership (Detail)
| Holder | Economic Ownership | Beneficial Ownership | % |
|---|---|---|---|
| Kimberly McWaters | 57,244 | 0 | <1% |
| Citations: (economic/beneficial amounts and %); DSUs: 56,828 ; no pledge indicated . |
Board Governance (Committee Matrix excerpt)
- Current Directors/Committees: McWaters – Board “M”; Audit “F” (member); Nominating & Corporate Governance “C” (Chair); 2024 meetings: Board 7; Audit 8; Comp 5; Nominating & Corporate Governance 2 .
- Audit Committee Report lists McWaters as a member; chair is Greg Smith .
- Independence affirmed; board considers charitable affiliations in independence determinations .
RED FLAGS to monitor:
- Controller/related-party ecosystem (Penske/Mitsui) creates structural governance complexity despite compliance with non-controlled NYSE rules; derivative suit over buybacks highlights sensitivity around control and voting power, though resolved via Voting Agreement .
- Corporate Governance Committee met 2 times in 2024; ensure sufficient cadence for ESG/governance oversight given scope; however, overall attendance was strong and responsibilities are codified .