Lisa Davis
PENSKE AUTOMOTIVE GROUPAbout Lisa Davis
Lisa Davis (61) is an independent director at Penske Automotive Group (PAG), serving since 2017 with current committee memberships on the Compensation and Nominating & Corporate Governance Committees . She is the former CEO of Gas & Power and Managing Board Member at Siemens AG, with prior senior roles at Exxon, Texaco, and Royal Dutch Shell across upstream, manufacturing, and commercial operations . Education: BS in Chemical Engineering, University of California, Berkeley . External boards include Air Products and Chemicals (APD), Phillips 66 (PSX), and C3.ai; she also serves on the Advisory Board of Penske Transportation Solutions (PTS), a PAG affiliate, since February 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens AG | CEO, Gas & Power; Managing Board Member | Aug 2014–Feb 2020 | Led global operations across 80 countries; oversight of Power Generation, Services, O&G, Transmission, New Fuels |
| Siemens Corporation USA | Chair & CEO | Jan 2017–Feb 2020 | Led Siemens’ largest global market; U.S. leadership and governance |
| Exxon, Texaco USA, Royal Dutch Shell | Various leadership roles (EVP Strategy/Portfolio/Alt Energy; VP Lubricants & Commercial Fuels Americas; Supply/Refining) | 1986–2014 | Strategy, portfolio, alternative energy; downstream operations; commercial leadership |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Air Products & Chemicals (APD) | Director | Since 2020 | Chair, Management Development & Compensation; Member, Corporate Governance & Nominating |
| Phillips 66 (PSX) | Director | Not disclosed | Member, Audit & Finance; Member, Public Policy & Sustainability |
| C3.ai | Director | Not disclosed | Committees not disclosed |
| Penske Transportation Solutions (PTS) | Advisory Board Member | Since Feb 2023 | Advisory role to PAG affiliate |
Board Governance
- PAG Committee Assignments: Compensation; Nominating & Corporate Governance . Independence: Board determined Ms. Davis is independent under NYSE and PAG guidelines .
- Attendance: Collectively, directors attended 98% of board and committee meetings; each director attended at least 88% in 2024 . Meeting counts (2024): Board 7; Audit 8; Compensation 5; Nominating & Corporate Governance 2; Executive 0 .
- Lead Independent Director: H. Brian Thompson (also Compensation Chair); independent executive sessions coordinated by Lead Director .
- ESG Oversight: Nominating & Corporate Governance Committee oversees ESG strategy and reporting; Compensation Committee oversees social risks and certain ESG-linked incentives .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $60,000 | Non-employee directors receive $60,000; Audit members receive $65,000; chair/lead fees apply but not for Davis |
| Annual Equity Grant (stock or deferred stock) | $250,000 | Granted in December, valued on grant date; directors may elect deferral |
| Other Compensation | $42,907 | Transportation expenses $17,907; charitable match $25,000 |
| Total | $352,907 | Fees + stock awards + other |
Additional program features: optional deferral of equity/cash until termination (deferred stock units accrue dividend equivalents); use of company vehicle or $20,000 cash alternative; charitable match up to $50,000 per year .
Performance Compensation
| Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Performance-based metrics (EBITDA, EPS, TSR, ESG) | No | PAG director compensation is a fixed annual cash retainer plus a fixed-value equity grant; no disclosed performance-contingent director awards |
Note: Performance metrics at PAG apply to NEO long-term incentive plans, not to director compensation .
Other Directorships & Interlocks
| Entity | Relationship to PAG | Potential Interlock/Conflict Consideration |
|---|---|---|
| Air Products (APD) | Unrelated external issuer | No disclosed related-party transactions with PAG; governance experience and compensation chair role |
| Phillips 66 (PSX) | Unrelated external issuer | No disclosed related-party transactions with PAG; audit and sustainability committee roles |
| C3.ai | Unrelated external issuer | No disclosed related-party transactions with PAG |
| Penske Transportation Solutions (PTS) | PAG affiliate (PAG owns 28.9%; Penske Corp 41.1%; Mitsui 30.0%) | Advisory Board membership raises related-party proximity; PAG discloses extensive transactions with PTS reviewed/approved under related-party policy |
Expertise & Qualifications
- Extensive global energy industry leadership; Siemens Gas & Power CEO, Managing Board Member .
- Strategy, portfolio management, alternative energy, lubricants and commercial fuels; supply and refining operations .
- Governance leadership: chairs APD’s compensation committee; member of governance at APD, and audit/public policy at PSX .
- Education: BS Chemical Engineering, UC Berkeley .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (PAG common) | 3,133 shares | Less than 1% of outstanding; shared voting power on certain shares |
| Deferred Stock Units (DSUs) | 24,355 units | DSUs accumulate dividends; paid post-service |
| Economic Ownership (shares + DSUs) | 27,666 | As disclosed for directors |
| Ownership Guidelines | $600,000 required (10x $60,000 retainer) | Five years to achieve; pledged shares excluded; restricted shares count |
| Hedging/Pledging | Hedging prohibited; no approvals in 2024; pledged shares excluded from guidelines | Policy applies to directors; no 10b5-1 plans in 2024/2025 to date |
Estimated value vs. guideline: Economic units 27,666 × $152.44 (closing price 12/31/2024) ≈ $4.22 million, indicating guideline comfortably met as of year-end 2024 .
Governance Assessment
- Strengths: Independent director with deep energy/industrial expertise; active on Compensation and Governance committees at PAG; high overall board/committee attendance in 2024 (98% total; each director ≥88%) supports engagement . Significant equity ownership via DSUs and shares aligns interests and exceeds PAG’s director ownership guideline .
- Signals from external roles: Chairs APD’s compensation committee; member of governance at APD and audit/public policy at PSX—adds cross-industry governance rigor and compensation oversight experience .
- Potential conflicts/RED FLAGS: Advisory Board role at PTS, a PAG affiliate with material related-party dealings (distributions, leases, asset sales), may warrant continued monitoring; PAG’s related-party policy requires audit/board approvals and oversight is in place . PAG is a “controlled company” (Penske Corp voting agreement with Mitsui), though PAG states full NYSE compliance; investors should consider controller influence dynamics . No director-specific pledging noted; hedging prohibited .
- Shareholder sentiment: Say-on-pay support was strong at >98% in the prior year—positive for compensation oversight credibility of the Compensation Committee (of which Davis is a member) .