Wolfgang Dürheimer
PENSKE AUTOMOTIVE GROUPAbout Wolfgang Dürheimer
Retired automotive executive with deep OEM leadership experience; currently an independent director at Penske Automotive Group (PAG). Age 66, director since 2018, serving on the Compensation and Management Development Committee; prior roles include Chairman and CEO of Bentley Motors, President of Bugatti, and board-level and senior leadership positions at Audi, Porsche, Volkswagen Group Motorsport, and BMW .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bentley Motors Ltd. (VW Group) | Chairman & CEO | Apr 2014 – Jan 2018 | Led luxury OEM; strategic relationships with key PAG supplier brands |
| Bugatti Automobiles S.A.S. & Bugatti International S.A. | President | Overlapping with Bentley tenure | Ultra-luxury brand leadership; OEM partner relationships |
| Volkswagen Group Motorsport | Chief Representative; responsible for Group Motorsport Strategy | Feb 2011 – Jan 2018 | Motorsport strategy alignment across VW Group brands |
| Audi AG | Member, Board of Management | Sep 2012 – Mar 2014 | Board-level governance within major OEM |
| Porsche AG | Member, Board of Management – R&D | 1999 – 2011 | Led R&D; product development oversight; OEM ties |
| BMW | Various managerial roles | 14 years prior to 1999 | Broad management experience in premium OEM |
External Roles
- No other public company directorships disclosed in PAG’s proxy biography for Mr. Dürheimer .
Board Governance
- Committee assignments: Member, Compensation and Management Development Committee; committee composed solely of independent directors .
- Independence: Board determined Mr. Dürheimer is independent under NYSE and PAG’s more stringent guidelines .
- Attendance and engagement: Collectively, directors attended 98% of board/committee meetings in 2024, and each director attended at least 88%; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Independent Lead Director presides over executive sessions which generally occur as part of each Board meeting .
- Compensation Committee oversight: Reviews executive compensation, equity plan administration, director compensation recommendations, succession planning, and compensation risk/social risks .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $80,000 |
| Stock Awards ($) | $250,000 | $250,000 |
| All Other Compensation ($) | — | — |
| Total ($) | $330,000 | $330,000 |
- Notes: Fees include $20,000 cash in lieu of a company-sponsored vehicle per director election; PAG does not pay meeting fees; directors receive reimbursement for reasonable travel expenses .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual equity grant (directors) | $250,000 grant of shares or deferred stock (at election) | $250,000 grant of shares or deferred stock (at election) |
| Equity type | Restricted stock or deferred stock units under 2020 Equity Incentive Plan | Restricted stock or deferred stock units under 2020 Equity Incentive Plan |
| Grant timing (directors) | December, valued on grant date | December, valued on grant date |
| Vesting schedule (restricted stock) | Four-year time-based; vests beginning June 1 of the following year and annually thereafter; no options used in recent years | Four-year time-based; vests beginning June 1 of the following year and annually thereafter; no options used in recent years |
| Deferral options | May defer stock into DSUs; cash fees into notional account credited 50% S&P 500 index fund / 50% bond fund; paid at separation in lump sum or five installments | Same structure; DSUs accrue dividend equivalents |
| DSUs at year-end (#) | 19,246 | 21,274 |
Other Directorships & Interlocks
- PAG ecosystem features extensive related-party relationships with Penske Corporation, Mitsui, and Penske Transportation Solutions; independence determinations explicitly consider affiliations and related party transactions; Mr. Dürheimer remains independent under these guidelines .
- No disclosed current public company boards for Mr. Dürheimer in PAG’s proxy .
Expertise & Qualifications
- Extensive leadership across luxury/performance OEMs (Bentley, Bugatti) and major OEM boards/functions (Audi Board of Management; Porsche R&D; VW Group Motorsport), providing domain expertise and partnering relationships directly relevant to PAG’s dealerships portfolio .
- Brings breadth of knowledge on issues facing PAG and relationships with key automotive industry partners; proxy highlights his industry experience as an individual qualification .
Equity Ownership
| Holder | Economic Ownership (shares) | Beneficial Ownership (shares) | Percent of Outstanding | Notes |
|---|---|---|---|---|
| Wolfgang Dürheimer | 21,430 | 0 | <1% | Economic Ownership includes DSUs; beneficial ownership per SEC rules; no pledges indicated for his shares unless footnoted |
| DSUs at 12/31/2024 | 21,274 | — | — | DSUs accrue dividend equivalents and are paid at separation per plan |
- Director stock ownership guidelines: Non-employee directors must own common stock equal to 10x annual retainer ($60,000 x 10 = $600,000) within five years of appointment; includes restricted stock; excludes pledged shares; extensions allowed at Chair/Lead Director discretion. Compliance status for Mr. Dürheimer not disclosed in proxy .
Governance Assessment
- Strengths: Independent status under stricter-than-NYSE guidelines; relevant OEM operating and board-level experience; active member of Compensation Committee; board-wide attendance strong (98% aggregate; each director ≥88%); directors attend annual meetings, with executive sessions led by an independent Lead Director .
- Compensation alignment: Director pay mix is balanced between cash and equity; annual equity grants are time-based restricted stock or DSUs (no options), with four-year vesting that encourages longer-term alignment; deferral mechanics allow DSUs and notional cash with market/bond index crediting .
- Ownership alignment: Economic ownership and DSUs documented; hedging and short selling prohibited, with no approvals in 2024; guidelines exclude pledged shares and set a clear ownership target, though individual compliance status is not disclosed .
- Potential conflicts and related-party context: PAG maintains multiple related-party agreements with Penske Corp/Mitsui/PTL/PTS; board has formal policy with Audit Committee/Disinterested Board approvals for related-party transactions; independence determinations explicitly consider these relationships; no director-specific related-party transactions disclosed for Mr. Dürheimer .
- Red flags: Class action/derivative suit (Edelman v. Penske) alleged repurchase programs facilitated controller voting control; resolved via Voting Agreement limiting excess votes and payment of $995,000 in fees/expenses; governance response mitigated control concerns but underscores sensitivity to controller dynamics; not specific to Mr. Dürheimer, but applicable to board oversight risk .