Ray Scott
PENSKE AUTOMOTIVE GROUPAbout Ray Scott
Ray Scott, age 60, is President and Chief Executive Officer of Lear Corporation and a first-time nominee to Penske Automotive Group’s Board; upon election, the Board has determined he will be independent under NYSE rules . He holds a B.S. in Economics from the University of Michigan and an MBA from Michigan State University’s Advanced Management Program . Tenure on PAG’s board is not yet established as he is a new nominee for the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation | President & CEO | Since March 2018 | CEO leadership of global automotive supplier; demonstrated success as Chief Executive Officer |
| Lear Corporation | Interim President, E‑Systems | Jan 28, 2019–Sep 3, 2019 | Oversight of E‑Systems segment |
| Lear Corporation | EVP & President, Seating | Since Nov 2011 | Led seating business globally |
| Lear Corporation | SVP & President, E‑Systems | Since Feb 2008 | Led electronics systems business |
| Lear Corporation | SVP & President, North American Seat Systems Group | Since Aug 2006 | Regional operational leadership |
| Lear Corporation | SVP & President, North American Customer Group | Since Jun 2005 | Customer group leadership |
| Lear Corporation | President, European Customer Focused Division | Since Jun 2004 | European division leadership |
| Lear Corporation | President, General Motors Division | Since Nov 2000 | OEM-focused divisional leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation | Director; President & CEO | Director and CEO since March 2018 | Industry expertise; senior public-company executive |
Board Governance
- Independence: The Board determined that, upon election, Ray Scott will be independent under NYSE and PAG independence guidelines .
- Committee assignments: Not disclosed for Scott as a first-time nominee; PAG’s standing committees are Audit, Compensation & Management Development, Nominating & Corporate Governance, and Executive .
- Attendance norms: In 2024, directors collectively attended 98% of Board and committee meetings; each director attended at least 88% of their meetings .
- Controlled company context: PAG is a controlled company (Penske Corporation with voting agreement with Mitsui >50%), yet PAG states it is fully compliant with NYSE rules for non-controlled companies . Lead Independent Director is H. Brian Thompson, who coordinates executive sessions and outside director activities .
Fixed Compensation
Note: As a new nominee, Scott did not receive 2024 PAG director compensation. PAG’s current director pay structure is as follows.
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Payable in cash or common stock at director’s option |
| Audit Committee member retainer | $65,000 | In lieu of $60,000 for Audit members |
| Lead Director fee | $30,000 | Additional cash/equity at option |
| Compensation & Nominating Committee Chair fees | $15,000 each | Additional cash/equity at option |
| Audit Committee Chair fee | $20,000 | Additional cash/equity at option |
| Vice Chair of the Board fee | $50,000 | Applies to Vice Chair role |
| Annual equity grant (stock/deferred stock) | $250,000 | Valued at grant date in December |
| Company vehicle benefit | Company vehicle or $20,000 cash in lieu | Transportation expenses detailed; $20,000 cash option available |
Performance Compensation
Directors receive time-based restricted stock; no performance-conditioned metrics are disclosed for director equity.
| Element | Structure | Key Dates/Terms |
|---|---|---|
| Equity instrument | Restricted stock (no options used) | Company has used restricted stock awards in recent years; not options |
| Grant timing | First regular Board meeting in February; annual stock award valued in December | Equity approval policy sets grant date at committee approval; annual director stock award in December |
| Vesting schedule | 4-year vesting, annual on June 1 | Vesting begins June 1 following grant and continues June 1 for three additional years |
| Deferral features | Cash and equity deferral available | Deferred stock units accrue dividend equivalents; cash deferrals credited to S&P 500/bond fund mix |
| Performance metrics (directors) | None disclosed; time-based vesting only | Committee describes use of restricted stock and timing to mitigate MNPI risk |
Other Directorships & Interlocks
| Company | Relationship to PAG | Interlock/Transaction Exposure |
|---|---|---|
| Lear Corporation | Scott is President, CEO and Director | No related-party or interlock issues involving Scott disclosed; PAG reports no Compensation Committee interlocks in the last fiscal year |
Expertise & Qualifications
- Automotive supply leadership across seating and E‑systems; CEO experience at a leading supplier (Lear) .
- Education: B.S. Economics (University of Michigan); MBA from Michigan State University’s Advanced Management Program .
- Nominated based on extensive executive experience and perspective from leadership roles in the automotive industry .
Equity Ownership
As of March 20, 2025.
| Holder | Economic Ownership (shares) | Beneficial Ownership (shares) | Percent of Outstanding |
|---|---|---|---|
| Ray Scott | 0 | 0 | <1% |
Stock Ownership Guidelines for Directors:
- Requirement: Non-employee directors must own common stock equal to 10× the annual retainer ($60,000 × 10 = $600,000) .
- Compliance window: 5 years from appointment; extensions at Chair/Lead Director discretion .
- Counting rules: Includes restricted stock; excludes any pledged shares .
Governance Assessment
- Independence and industry expertise: Scott brings CEO-level operating experience from Lear and will be independent upon election, supporting board effectiveness in automotive operations and supply chain oversight .
- Alignment: Current PAG ownership is zero; alignment will depend on accumulating shares to meet the $600,000 director ownership guideline within five years of appointment .
- Potential conflicts: Lear is an automotive supplier; no related-party transactions or interlocks involving Scott are disclosed by PAG, mitigating near-term conflict concerns . Any supplier/customer overlaps would require future monitoring via related-party disclosures.
- Attendance and engagement signal: PAG’s board shows strong attendance (98% collective; ≥88% per director in 2024), and directors attend the Annual Meeting, indicating robust engagement expectations for new nominees .
- Controlled company context: PAG is a controlled company but states full compliance with NYSE rules; Lead Independent Director structure enhances outside director coordination and executive session rigor .
RED FLAGS
- None disclosed specific to Scott (no related-party transactions, pledging, or legal proceedings reported) .
- Monitoring items: Zero ownership at nomination; track progress toward meeting director stock ownership guidelines within the five-year window . Potential supply-chain interlocks due to Lear role should be reviewed in future related-party sections.
Notes
- Director-specific compensation or committee assignments for Scott are not disclosed in the 2025 proxy (first-time nominee) .
- Insider trades for PAG by Scott are not disclosed in the proxy; none reported therein .