Michael Eisenson
PENSKE AUTOMOTIVE GROUPAbout Michael Eisenson
Michael R. Eisenson (age 69) has served on PAG’s Board since 1993 and is Founding Partner of Charlesbank Capital Partners LLC; he previously served as CEO of Charlesbank, which he founded in 1998. He currently sits on the Executive Committee of PAG’s Board and has previously served as Audit Committee Chair, reflecting finance and governance expertise. He is a director of Penske Corporation and an Advisory Board member of Penske Transportation Solutions (PTS), indicating longstanding ties to the company’s controlling shareholder affiliates . Education was not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charlesbank Capital Partners LLC | Founding Partner | July 1, 2017–present | Founding partner of the successor to Harvard Private Capital Group; private equity leadership |
| Charlesbank Capital Partners LLC | Chief Executive Officer | 1998–2017 | Founded firm; led PE investments; governance and finance experience; previously PAG Audit Committee Chair |
| PAG Board of Directors | Director | 1993–present | Long-tenured director; familiarity with key operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Penske Corporation | Director | Not disclosed | Affiliated with PAG’s controlling shareholder |
| Penske Transportation Solutions (PTS) | Advisory Board Member | Not disclosed | Affiliate; PAG owns 28.9% of PTL/PTS; multiple related-party transactions |
| Various private companies | Director | Not disclosed | Director of a number of other private companies (not itemized) |
Board Governance
- Committee assignments: Executive Committee Member; not listed on Audit, Compensation, or Nominating & Corporate Governance .
- Board structure: Controlled company under NYSE rules due to Penske Corporation voting power; nevertheless, PAG states full compliance with non-controlled company committee independence rules .
- Independence: Eisenson is not included among directors the Board determined to be independent; independence determinations consider affiliations with Penske Corporation/PTS .
- Attendance and engagement: Directors collectively attended 98% of board/committee meetings in 2024; every director attended at least 88% and all directors attended the 2024 Annual Meeting .
- Executive Committee activity: 0 meetings held in 2024, limiting committee action between board sessions .
- Lead Independent Director: H. Brian Thompson; executive sessions generally occur as part of each Board meeting .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash fees | $80,000 | Includes base retainer ($60,000) and $20,000 stipend in lieu of a Company vehicle for directors electing cash instead of vehicle use . |
| Stock awards | $250,000 | Annual grant in December; directors may elect stock or deferred stock; valued at grant date . |
| Other compensation | $50,000 | Charitable donation matching (director program caps at $50,000 per year) . |
| Total (2024) | $380,000 | As reported for Eisenson . |
Additional director fee schedule (context):
- Audit Committee members: $65,000; Audit Chair: +$20,000; Compensation and Nominating Chairs: +$15,000; Lead Director: +$30,000; Vice Chair of the Board: +$50,000; payable in cash or stock at director’s option .
Performance Compensation
| Item | Structure | Metrics/Terms |
|---|---|---|
| Director equity grant | $250,000 annual grant (December) | Directors may defer into stock units; no performance metrics disclosed for director grants (time-based grant valued at grant date) . |
| Deferral options | Cash or equity deferrals | Non-Employee Director Compensation Plan permits deferral until separation; DSUs accrue dividend equivalents and settle in stock or cash after service . |
| Vehicle benefit | $20,000 stipend if elected | Directors may elect cash stipend in lieu of vehicle; Eisenson elected stipend . |
No performance-linked metrics are disclosed for director compensation; the performance metric tables in the proxy relate to named executive officers, not directors .
Other Directorships & Interlocks
- Penske Corporation: Eisenson is a director; PAG’s Chair/CEO Roger S. Penske controls Penske Corporation, which owns 51.2% of PAG and has extensive related agreements; 50% of Penske Corporation’s shares are pledged under a loan facility .
- Penske Transportation Solutions (PTS): Eisenson is on the Advisory Board; PTS has significant ongoing transactions with PAG, including distributions ($98.4 million in 2024), asset/lease deals, and operating consignment agreements; PAG, Penske Corporation, and Mitsui share governance rights at PTS .
Expertise & Qualifications
- Private equity and leveraged finance leadership (Charlesbank founder/CEO), commercial finance background .
- Governance and audit oversight experience (formerly served as PAG Audit Committee Chair) .
- Long-tenured familiarity with PAG’s operations since 1993, including executive committee participation .
Equity Ownership
| Holder | Shares Beneficially Owned | Economic Ownership (incl. DSUs) | % of Shares Outstanding | DSUs at 12/31/24 | Pledged Shares |
|---|---|---|---|---|---|
| Michael Eisenson | 73,103 | 73,103 | <1% | 0 | None indicated . |
Notes:
- “Beneficial ownership” includes voting/investment power and restricted but unvested stock; PAG had 66,747,196 shares outstanding on March 20, 2025 .
- The proxy states that, unless indicated, none of the listed ownership amounts are pledged; the pledging disclosure pertains to Penske Corporation, not Eisenson .
Stock ownership guidelines:
- Non-employee directors must own common stock equal to ten times the annual retainer ($60,000 x 10 = $600,000); compliance timelines: five years from appointment; pledged shares excluded; restricted stock counts toward the guideline . Eisenson’s individual compliance status is not disclosed.
Governance Assessment
- Independence risk: Eisenson is not designated independent and holds roles at Penske Corporation and PTS, which the Board explicitly considers when assessing independence, increasing potential for conflicts in transactions with affiliates. RED FLAG: Affiliate ties to controlling shareholder entities may challenge perceived independence .
- Executive Committee membership: While he serves on the Executive Committee, the committee met zero times in 2024, limiting incremental oversight or interim actions; reduces risk of opaque decisions between board meetings .
- Attendance signal: Board/committee attendance was strong (98% collectively); each director attended ≥88%, and all attended the 2024 Annual Meeting—positive engagement indicator .
- Director pay mix and alignment: 2024 compensation tilted toward equity ($250k stock vs. $80k cash), with optional deferrals and stock units—generally supportive of alignment, though no performance conditions are attached to director grants .
- Related-party exposure: PAG’s extensive dealings with PTS and Penske affiliates, coupled with Eisenson’s roles at Penske Corporation/PTS, create ongoing related-party oversight requirements. RED FLAG: Persistent affiliate transactions necessitate robust Audit Committee review; independence challenges heightened in controlled company context .
- Shareholder sentiment: Say-on-pay approval last year exceeded 98%, indicating broad investor support for executive pay—neutral-to-positive governance backdrop though focused on NEOs rather than directors .
- Hedging/pledging controls: Company prohibits hedging and short sales without approval; no 10b5-1 plans implemented in 2024/2025; director ownership guidelines exclude pledged shares—positive alignment practice; no pledges disclosed for Eisenson .
Overall, Eisenson brings deep finance and governance experience and long-term PAG familiarity, but his roles with Penske Corporation and PTS (and non-independent status) are notable governance considerations for investors assessing board effectiveness and potential conflicts in a controlled company environment .