Shelley Hulgrave
PENSKE AUTOMOTIVE GROUPAbout Shelley Hulgrave
Shelley Hulgrave, 46, is Executive Vice President and Chief Financial Officer of Penske Automotive Group (PAG), serving as CFO since June 2021; previously Senior Vice President (Feb 2020–Jun 2021), Vice President & Corporate Controller (Jun 2015–Jun 2021), and Corporate Accounting Manager (Oct 2006–Jun 2015), with earlier roles at DaimlerChrysler Financial and Ernst & Young . Under PAG’s performance framework, 2024 revenue increased ~3% to over $30 billion, net income was $923 million with EPS $13.74, and the company delivered adjusted EBITDA of $1.486 billion; five-year total shareholder return (TSR) rose ~235% versus 192% for peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penske Automotive Group | Executive Vice President & CFO | Jun 2021–present | Oversees finance, capital allocation; presents cash flow, leverage and dividends on earnings calls . |
| Penske Automotive Group | Senior Vice President | Feb 2020–Jun 2021 | Senior finance leadership prior to CFO appointment . |
| Penske Automotive Group | VP & Corporate Controller | Jun 2015–Jun 2021 | Led corporate accounting; coordinated accounting teams in U.S. and internationally . |
| Penske Automotive Group | Corporate Accounting Manager | Oct 2006–Jun 2015 | Managed accounting coordination across geographies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DaimlerChrysler Financial | Various positions | Prior to Oct 2006 | Finance experience at captive auto finance firm . |
| Ernst & Young | Various positions | Prior to Oct 2006 | Public accounting foundation . |
Fixed Compensation
Multi-year reported compensation (grant-date fair values; USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 504,167 | 600,000 | 720,000 |
| Annual Cash Bonus ($) | 450,000 | 340,000 | 525,000 |
| Stock Awards ($) | 1,249,983 (includes a 2022 discretionary award $749,983 plus 2022 LTI target $500,000) | 500,000 | 750,000 |
| All Other Compensation ($) | 83,297 | 104,060 | 136,346 |
| Total ($) | 2,287,447 | 1,544,060 | 2,131,346 |
- 2024 All Other Compensation components include: $27,600 automobile allowance; 401(k) match; company life insurance; lunch program; $73,778 dividends on unvested restricted stock; payments for country club membership; sporting event tickets; $5,340 tax allowance .
- CEO-set salary levels effective Jan 1, 2024 set CFO salary at $720,000 .
- Say-on-pay approval exceeded 98% last year .
Performance Compensation
2024 Long-Term Incentive (LTI) results (paid Feb 2025 in restricted stock; vesting over four years):
| Name | Minimum ($) | Target ($) | Maximum ($) | Payment ($) | Shares Granted (Using $155.76 2024 avg price) |
|---|---|---|---|---|---|
| Shelley Hulgrave (EVP & CFO) | 375,000 | 750,000 | 1,200,000 | 669,000 | 4,295 |
LTI 2024 metric design, targets, and actual attainment (applies to NEOs including CFO):
| Metric | Weight | Target / Scale | Actual | Payout Contribution |
|---|---|---|---|---|
| EBITDA | 20% | $1,646m = 100%; $1,235m = 0%; $1,721m = 200% (pro rata) | $1,486m | 12.2% |
| EPS (comparative) | 10% | $14.87 = 100%; $14.88–$15.61 = 200%; >$15.61 = 300%; <$11.15 = 0% (pro rata) | $13.74 | 7.0% |
| Stock price vs peer group (Asbury, AutoNation, Group 1, Lithia, Sonic) | 10% | Meets/exceeds 2 of 5 (75%), 3 of 5 (100%), 4 of 5 (150%), 5 of 5 (200%) | 0 of 5 | 0.0% |
| U.S. customer satisfaction (≥90% dealerships meeting OEM requirements) | 10% | Threshold per OEMs | Exceeds | 10.0% |
| No material weaknesses in internal control | 10% | None | Achieved | 10.0% |
| ESG: Global turnover ≤ +2% vs prior year | 10% | ≤ +2% | Achieved | 10.0% |
| ESG: U.S. auto retail gender diversity ≥ NADA | 10% | ≥ peer benchmark | Achieved | 10.0% |
| Committee discretion | 20% | Discretionary | Awarded | 20.0% |
| Supplemental: U.S. employee NPS > peers | 10% | > peers | Achieved | 10.0% |
| Total | 110% | — | — | 89.2% |
2025 LTI opportunity (to be settled in restricted stock in 2026):
| Name | Minimum ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Shelley Hulgrave (EVP & CFO) | 375,000 | 750,000 | 1,237,500 |
- Vesting terms: restricted stock awards typically vest 15%, 15%, 20%, 50% over four years; grants approved at February board meeting, with vesting commencing June 1 of the following year and annually thereafter .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 23,564; less than 1% of outstanding |
| Unvested restricted stock (shares, 12/31/2024) | 20,466 |
| Vested shares (beneficial less unvested; computed) | 3,098 |
| Market value of unvested restricted stock (12/31/2024) | $3,119,837 |
| Shares pledged as collateral | None indicated for Hulgrave; pledging exclusions apply to ownership guideline calculations |
| Stock ownership guideline | Other senior executives: 2× base salary; 5 years to comply; restricted stock counts; pledged shares excluded |
| Compliance assessment | With base salary $720,000 and $3.12m unvested restricted stock value at 12/31/2024, holdings exceed 2× salary per guideline definition |
Vesting schedule for outstanding restricted shares (as of 12/31/2024):
| Vest Date | Shares |
|---|---|
| June 1, 2025 | 4,907 |
| June 1, 2026 | 6,233 |
| June 1, 2027 | 4,733 |
| June 1, 2028 | 2,445 |
| June 1, 2029 | 2,148 |
Stock vested during 2024:
| Shares Vested | Value Realized ($) |
|---|---|
| 4,174 | $634,865 |
Governance and insider policy highlights:
- Clawback policy for unfairly awarded compensation in event of financial restatement; hedging prohibited; pre-approval required for trading plans; no Rule 10b5-1 plans implemented in 2024 or 2025 to date .
- Securities trading policy prohibits hedging and short selling; pledging excluded from ownership guidelines .
Employment Terms
- Employment agreement and severance: None; executives are not entitled to pre-arranged severance. PAG historically may negotiate bespoke arrangements for departing executives; restricted stock vests upon change of control .
- Deferred compensation: Participates in Penske Automotive Group DCP; 2024 contributions $152,112, 2024 earnings $92,446, year-end balance $746,375; no company match .
- Perquisites: Automobile allowance; 401(k) match; company life insurance; lunch program; dividends on unvested restricted stock; country club membership payments; event tickets; tax allowance .
- Compensation peer group for benchmarking: Asbury Automotive Group, AutoNation, Group 1 Automotive, Lithia Motors, Sonic Automotive; no targeted quartile .
- Say-on-pay: 98% approval in prior year .
Investment Implications
- Alignment: Hulgrave’s equity is a meaningful component of pay, with restricted stock vesting heavily in years 3–4 and ownership guidelines requiring 2× salary; her unvested restricted stock value at year-end ($3.12m) and beneficial holdings support strong skin-in-the-game, with no pledging disclosed and hedging prohibited .
- Performance linkage: CFO LTI ties payouts to EBITDA, EPS, customer satisfaction, controls integrity, and ESG/talent metrics, plus stock performance vs peers, with 2024 payout at ~89% of an expanded 110% design, leading to 4,295 restricted shares granted in Feb 2025 .
- Retention and supply dynamics: Four-year graded vesting skewed to later years and observed annual vesting (4,174 shares in 2024) can create periodic supply; however, trading plans were not implemented in 2024/2025 to date, and policy restricts timing, which can mitigate selling pressure .
- Downside protection and discipline: No employment agreement or guaranteed severance/change-of-control cash entitlements; only restricted stock vests on change of control, reinforcing pay-for-performance and limiting shareholder risk from parachutes .
- Execution track record: As CFO, Hulgrave highlighted disciplined capital allocation (Q3 2025 SG&A actions, $852m YTD CFO, $625m YTD FCF, leverage ~1.0x, continued dividend increases and buybacks), underpinning PAG’s diversification and balance sheet strength amidst mixed macro conditions .