Sandra Pierce
PENSKE AUTOMOTIVE GROUPAbout Sandra Pierce
Independent director with deep retail and commercial banking leadership experience; age 66; joined the Penske Automotive Group (PAG) Board in 2012. Most recent operating role: Senior Executive Vice President at Huntington Bank (2016–Dec 2023), leading Private Bank, Insurance Agency, Auto, Marine and RV businesses, and serving as Chair of Michigan; prior CEO roles at FirstMerit Michigan and RBS Citizens, Michigan. Currently serves as a Corporate Board Executive, CEO Advisor and Community Strategist; the Board has determined she is independent under NYSE listing standards and PAG’s guidelines. Committees: Compensation & Management Development; Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington Bank | Senior EVP; Private Bank & Regional Banking Director; Chair of Michigan | 2016–Dec 2023 | Led Private Bank, Insurance Agency, Auto/Marine/RV businesses; oversaw Michigan state activities |
| FirstMerit Corporation | Vice Chairman; CEO of FirstMerit Michigan | Feb 2013–Aug 2016 (merger with Huntington) | Regional bank leadership and integration pre-merger |
| RBS Citizens, Michigan | CEO and President | 2005–Jun 2012 | Responsibilities spanned commercial banking and multi-state operations |
| JPMorgan Chase and predecessors (Bank One, First Chicago NBD, NBD Bancorp) | Regional Executive, Midwest Retail Operations; various roles in retail, commercial lending, private banking | 1978–2004 | Multi-decade banking operating experience across functions |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| American Axle & Manufacturing Holdings, Inc. | Director | Current | Automotive supplier board seat |
| ITC Holdings Corp. (subsidiary of Fortis Inc.) | Board Chair | Current | Electric transmission operator; chair role indicates governance leadership |
| Michigan State University | Board of Trustees | Current | Civic/academic governance |
Board Governance
- Committee assignments: Compensation & Management Development (member); Nominating & Corporate Governance (member). Chairs: Compensation—H. Brian Thompson; Nominating & Corporate Governance—Kimberly McWaters; Audit—Greg Smith; Lead Independent Director—H. Brian Thompson .
- Independence: Board determined Pierce is independent; PAG is a “controlled company” (Penske Corporation + Mitsui voting group), yet PAG maintains majority independent Board and fully independent Audit, Compensation, and Nominating committees .
- Attendance: Collectively 98% Board/committee attendance in 2024; each director attended at least 88% of their respective meetings; all directors attended the 2024 Annual Meeting .
- 2024 meeting counts: Board 7; Audit 8; Compensation 5; Nominating & Corporate Governance 2; Executive 0 .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash fee | $60,000 |
| Annual stock award (shares or deferred stock) | $250,000 |
| All other compensation (vehicle-related expenses + charitable match) | $85,586 (Transportation $35,586; Charitable Match $50,000) |
| Total | $395,586 |
- Program features: Audit Committee members receive $65,000; Lead Director +$30,000; Compensation Chair +$15,000; Nominating & Corporate Governance Chair +$15,000; Audit Chair +$20,000; a $20,000 cash alternative exists in lieu of Company vehicle; directors may elect cash or equity and can defer under the Non-Employee Director Compensation Plan .
Performance Compensation (Committee Oversight)
PAG’s director equity grants are time-based; as a Compensation Committee member, Pierce oversaw NEO performance-based LTI awards for 2024 (paid in restricted stock in Feb 2025). Key metrics and achievements:
| Objective | Result | Weight | Achievement |
|---|---|---|---|
| EBITDA: $1,646m = 100%; $1,721m = 200%; < $1,235m = 0% | $1,486m | 20% | 12.2% |
| Comparative EPS: $14.87 = 100%; $14.88–$15.61 = 200%; >$15.61 = 300%; < $11.15 = 0% | $13.74 | 10% | 7.0% |
| Stock price vs peers (Asbury, AutoNation, Group 1, Lithia, Sonic) | 0 of 5 | 10% | 0.0% |
| U.S. customer satisfaction ≥ OEM requirements at 90% of dealerships | Exceeds | 10% | 10.0% |
| No material weaknesses in internal controls | Achieved | 10% | 10.0% |
| ESG: Global turnover ≤ +2% vs prior year | Achieved | 10% | 10.0% |
| ESG: U.S. auto retail gender diversity ≥ NADA benchmark | Achieved | 10% | 10.0% |
| Committee discretion | Awarded | 20% | 20.0% |
| Supplemental ESG: U.S. auto retail employee NPS > peer NPS | Achieved | 10% (over 100%) | 10.0% |
| Total | 110% | 89.2% |
2025 LTI framework (to be granted in 2026) similarly includes EBITDA, EPS, satisfaction/controls, turnover, employee NPS, healthcare costs, and committee discretion (total 110%) .
Other Directorships & Interlocks
- No Compensation Committee interlocks in 2024; no member was a current/former officer or employee; committee did not hire outside consultants in 2024 .
- Potential interlocks: American Axle board seat is in automotive supply; no PAG-related party transaction disclosed with American Axle/ITC; PAG related-party transactions primarily involve Penske Corporation and Penske Transportation Solutions structures, not Pierce .
Expertise & Qualifications
- Extensive retail and commercial banking expertise with multi-state operational leadership; former CEO (FirstMerit Michigan; RBS Citizens, Michigan) .
- Board governance leadership (current chair role at ITC Holdings); broad civic engagement (MSU Board of Trustees) .
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 24,193 (<1%) |
| Economic ownership (includes deferred stock units) | 35,733 |
| Deferred stock units (12/31/2024) | 11,456 |
| Shares pledged | None indicated (unless otherwise noted); policy excludes pledged shares from ownership guidelines |
- Director stock ownership guideline: non-employee directors must hold PAG stock equal to 10× annual retainer ($600,000); five-year compliance window; includes restricted stock; excludes pledged shares .
Insider Trades (Form 4)
| Date | Action | Shares | Price | Value | Ownership After |
|---|---|---|---|---|---|
| 2025-08-29 | Sale | 1,604 | $187.05 | ~$300,028 | 22,589 indirect shares |
| 2023-12-11 | Sale | 8,750 | $151.62 | ~$1,326,675 | 21,060 indirect shares |
Governance Assessment
- Strengths: Independent director with significant operating and financial expertise; active membership on Compensation and Nominating & Corporate Governance committees; high Board/committee attendance; equity-heavy director pay mix and DSUs support alignment; hedging/short selling prohibited; clawback policy in place; strong recent say-on-pay support (>98% approval in prior year) indicating positive shareholder sentiment toward compensation oversight .
- Risks/Red flags to monitor: PAG’s controlled company status and extensive related-party transactions with Penske Corporation/PTS create structural governance risk despite independent committees; recent Delaware action regarding repurchase programs was mooted via a Voting Agreement (Penske Corporation agreed to proportionally vote “Excess Voting Securities”), but underscores control dynamics; no Pierce-specific related-party exposure disclosed .
- Ownership alignment: Pierce holds 24,193 beneficial shares and 11,456 DSUs; guideline requires $600,000 in stock for directors; proxy does not explicitly state compliance status by director; no pledging indicated for her holdings .
- Committee effectiveness signals: Clear LTI metric design (EBITDA, EPS, ESG, customer satisfaction, controls) with discrete weights and results; no compensation consultant reliance in 2024 may reduce external benchmarking but also avoids consultant conflicts; no interlocks reported .