Shane Spradlin
PENSKE AUTOMOTIVE GROUPAbout Shane Spradlin
Shane Spradlin, 55, is Executive Vice President (since Feb 2010), General Counsel (since Dec 2007), and Corporate Secretary (since Mar 2004) at Penske Automotive Group; he joined PAG in March 2003 after roles at Nextel (Corporate Counsel, 1999–2003) and Latham & Watkins (associate specializing in corporate finance and M&A, 1995–1999) . Over the last five years, PAG’s TSR rose 235% vs 192% for its auto retail peer group, net income increased 112%, and EBITDA increased 80%, with stock price rising from $50.22 (12/31/2019) to $152.44 (12/31/2024) . These performance measures (Net Income, Adjusted EBITDA, EPS, stock price) are the primary metrics linking compensation “actually paid” to results per the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham & Watkins (NY & DC) | Associate (Corporate Finance & M&A) | 1995–1999 | Transactional grounding in capital markets and M&A |
| Nextel Communications | Corporate Counsel | 1999–2003 | In-house counsel supporting telecom operations |
| Penske Automotive Group | Corporate Secretary | 2004–present | Governance and disclosure leadership |
| Penske Automotive Group | General Counsel | 2007–present | Executive legal leadership across enterprise risk |
| Penske Automotive Group | Executive Vice President | 2010–present | Senior management role overseeing legal strategy |
External Roles
No external public company board roles are disclosed for Spradlin in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $625,000 | $650,000 | $720,000 |
| Bonus ($) | $600,000 | $450,000 | $525,000 |
| Stock Awards ($) | $500,000 | $500,000 | $750,000 |
| All Other Compensation ($) | $116,637 | $137,346 | $160,788 |
| Total ($) | $1,841,637 | $1,737,346 | $2,155,788 |
- 2024 “All Other Compensation” includes dividends on unvested restricted stock ($104,656), automobile allowance, life insurance, 401(k) match, lunch program, country club membership, sporting event tickets, and tax allowance ($5,581) .
- Approximately 3% of Spradlin’s base salary was reimbursed by Penske Corporation to reflect efforts on its behalf; PAG shows the full base salary .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Contribution | Vesting |
|---|---|---|---|---|---|
| EBITDA ($mm) | 20% | 1,646 = 100%; <1,235 = 0%; 1,721 = 200% | $1,486 | 12.2% | Paid in restricted stock in Feb 2025; vests over 4 years (15%, 15%, 20%, 50%), with 70% vesting in years 3–4 |
| Comparative EPS ($) | 10% | 14.87 = 100%; 14.88–15.61 = 200%; >15.61 = 300%; <11.15 = 0% | $13.74 | 7.0% | Same as above |
| Stock price vs peers | 10% | ≥2 of 5 peers = 75%; 3 of 5 = 100%; 4 of 5 = 150%; 5 of 5 = 200% | 0 of 5 | 0.0% | Same as above |
| U.S. customer satisfaction | 10% | 90% dealerships meet/exceed manufacturer’s requirements | Exceeds | 10.0% | Same as above |
| No material weaknesses (ICFR) | 10% | No material weaknesses | Achieved | 10.0% | Same as above |
| ESG – Annual global turnover | 10% | ≤ prior year + 2% | Achieved | 10.0% | Same as above |
| ESG – Gender diversity | 10% | U.S. auto retail gender diversity equal or above NADA | Achieved | 10.0% | Same as above |
| Discretionary (Committee) | 20% | Committee discretion | Awarded | 20.0% | Same as above |
| Supplemental ESG – U.S. auto retail NPS | 10% | NPS higher than peer NPS | Achieved | 10.0% | Same as above |
| Total | 100% (core) / 110% (incl. supplemental) | — | — | 79.2% (core) / 89.2% (incl. supplemental) | Restricted stock settled Feb 2025 |
- 2024 LTI payment for Spradlin was $669,000, settled in 4,295 shares in Feb 2025 using 2024 average price $155.76 .
- 2025 LTI targets set at min $375k, target $750k, max $1,237,500; to be paid in shares granted in 2026 based on 2025 average price .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 44,162 |
| Percent of Shares Outstanding | <1% |
| Unvested Restricted Shares | 26,562 |
| Market Value of Unvested (12/31/2024) | $4,049,111 (at $152.44) |
| Shares Pledged | None; proxy notes shares listed are not pledged unless indicated |
| Stock Ownership Guidelines | Other senior executives: 2x base salary |
| Indicative Guideline Requirement | ~$1.44 million (=2x $720,000) → ~9.4k shares at $152.44; Spradlin’s 44,162 shares exceed this threshold |
Stock vested during 2024:
| Name | Shares Vested (2024) | Value Realized (2024) |
|---|---|---|
| Shane Spradlin | 7,423 | $1,129,038 |
Outstanding unvested restricted stock vesting schedule (as of 12/31/2024):
| Vest Date | Shares |
|---|---|
| June 1, 2025 | 10,410 |
| June 1, 2026 | 6,826 |
| June 1, 2027 | 4,733 |
| June 1, 2028 | 2,445 |
| June 1, 2029 | 2,148 |
Nonqualified deferred compensation:
| Item | Amount (2024) |
|---|---|
| Executive Contributions | $546,283 |
| Aggregate Earnings | $295,921 |
| Aggregate Balance (12/31/2024) | $2,758,034 |
- DCP permits deferral up to 50% of base salary and 95% of bonus; no company match; balances paid lump sum or up to 10 annual installments upon termination; held in rabbi trust; no guaranteed returns .
Pledging/hedging and trading controls:
- Hedging, short sales, and similar techniques are prohibited without General Counsel approval; no approvals in 2024; pre-clearance required; no Rule 10b5-1 plans by officers/directors in 2024–2025 to date .
- Stock ownership guidelines exclude pledged shares and include restricted stock; five years to reach minimums, extensions possible .
Employment Terms
- No employment agreements and no pre-arranged severance; company retains flexibility to enter post-employment arrangements (e.g., vesting of restricted stock, consulting agreements) case-by-case .
- Change-in-control: restricted stock grants vest upon change of control; table shows unvested shares and values assuming CoC at 12/31/2024 .
- Clawback: compensation recovery policy requires repayment of unfairly awarded incentive compensation in the event of a financial restatement (NYSE rules) .
- Equity award approval and timing: grants approved by Committee; CEO may grant/accelerate up to 50,000 shares annually (non-executives); awards issued at first regular Board meeting in February (post-earnings); only restricted stock used; vesting begins the following June 1 over four years .
Compensation benchmarking and shareholder support:
- Peer group for benchmarking: Asbury Automotive, AutoNation, Group 1 Automotive, Lithia Motors, Sonic Automotive; no targeted quartile for NEO pay .
- Say-on-Pay: over 98% approval in prior year’s advisory vote .
Performance & Track Record
Net Income and Adjusted EBITDA:
| Metric ($mm) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income | 545.3 | 1,192.7 | 1,386.2 | 1,058.6 | 923.4 |
| Adjusted EBITDA | 934.1 | 1,797.8 | 2,056.9 | 1,693.8 | 1,485.7 |
Total Shareholder Return (Value of $100 initial investment):
| Year | TSR ($) |
|---|---|
| 2020 | 120.06 |
| 2021 | 221.35 |
| 2022 | 241.76 |
| 2023 | 344.02 |
| 2024 | 335.24 |
- Peer group TSR values: 2020 $152.87; 2021 $200.63; 2022 $174.37; 2023 $253.43; 2024 $292.01 .
- Five-year stock price progression: $50.22 (12/31/2019) to $152.44 (12/31/2024) .
Compensation Structure Analysis
- Shift toward equity-linked pay: Stock awards rose from $500k (2022–2023) to $750k (2024), while cash bonus moved from $600k (2022) to $525k (2024), emphasizing equity alignment .
- LTI entirely in restricted stock with back-weighted vesting (70% in years 3–4), enhancing retention and deferring realization; options are not used and equity grants occur post-earnings in February .
- Performance metrics include EBITDA, EPS, relative stock performance, customer/ESG/controls; 2024 achieved 89.2% including supplemental ESG metric, with zero payout for stock-price-vs-peers due to underperformance vs all selected peers .
- Strong governance overlays: clawback, hedging prohibition, pre-trade approvals, ownership guidelines; no pre-arranged severance or change-in-control cash; CoC accelerates restricted shares only .
Investment Implications
- Alignment: High equity exposure via restricted stock and stringent ownership guidelines; Spradlin’s holdings materially exceed the 2x salary threshold, reinforcing alignment with shareholders .
- Retention and selling pressure: Back-weighted vesting creates meaningful unvested value with scheduled vesting each June 1 (next tranche: 10,410 shares on 6/1/2025), a potential catalyst for tax-related sales, though hedging is prohibited and no 10b5-1 plans were in place in 2024–2025 to date .
- Risk safeguards: No employment agreement or pre-set severance, but clawback and ICFR/ESG metrics in pay design reduce governance risk; CoC accelerates stock only, avoiding cash parachutes .
- Performance sensitivity: 2024 LTI payout was reduced by underperformance vs peers on stock-price metric, indicating real linkage to shareholder outcomes; EBITDA and EPS were below 100% targets, moderating awards .
- Shareholder stance: Strong say-on-pay support (98%) and peer benchmarking approach suggest limited pay inflation risk; committee did not employ outside consultants in 2024, retaining discretion .