Yosuke Kawakami
PENSKE AUTOMOTIVE GROUPAbout Yosuke Kawakami
Age 54, first-time nominee to the Penske Automotive Group (PAG) board; currently Managing Director at Transystem Logistics International since December 2020 and effective April 1, 2025 will serve as Senior Vice President, Mitsui & Co. (USA), Inc. . Background spans global automotive logistics and senior leadership roles at Mitsui-affiliated operations in Brazil and Japan; nominated by Mitsui representatives and highlighted for breadth of logistics expertise and affiliation with PAG’s second-largest shareholder, Mitsui & Co. . Tenure on PAG’s board begins upon election at the May 14, 2025 annual meeting; committees not yet assigned .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transystem Logistics International Pte. Ltd. | Managing Director | Dec 2020–present | Leads transportation and automotive logistics; global operations expertise . |
| Mitsui & Co. (USA), Inc. | Senior Vice President (effective) | Apr 1, 2025 (effective) | Senior leadership; strengthens Mitsui-PAG strategic ties . |
| Mitsui (Transportation Platform Business Dept.) | General Manager | Jul 2018–Dec 2020 | Oversight of transportation platform; strategic business development . |
| Veloce Logistica S.A. (Brazil) | President & CEO | Aug 2015–Jul 2018 | Road freight logistics leadership; international market execution . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | No public company directorships disclosed in PAG 2025 proxy . |
| PAG/Mitsui structural rights | Mitsui designated representative | Ongoing per shareholders agreement | Mitsui may designate board representatives; rights include an observer and senior executive designation subject to ownership thresholds . |
Board Governance
- Independence status: Not identified as independent; first-time nominee recommended by Mitsui with no “independent” designation in the directors list and independence section (independent directors are specifically listed and do not include Mr. Kawakami) .
- Committee assignments: None disclosed for Mr. Kawakami as a first-time nominee; committee memberships shown apply to current 2024 directors .
- Lead Independent Director: H. Brian Thompson; responsibilities include coordinating outside directors and presiding over executive sessions .
- Attendance: 2024 directors collectively attended 98% of board/committee meetings; each director attended at least 88%; Mr. Kawakami was not on the board in 2024, so no attendance data .
- Years of service: New nominee; service begins upon election at May 14, 2025 meeting .
- Controlled company: PAG is a “controlled company” via Penske Corporation’s voting agreement with Mitsui; despite controlled status, PAG complies with non-controlled NYSE rules .
- Shareholder voting framework: Voting Agreement (Jan 23, 2024) caps “Excess Voting Securities” influence and aligns excess votes pro rata with non-controller shareholders; implemented to moot litigation concerning repurchase programs .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Audit Committee members receive $65,000; directors may elect to receive in cash or stock . |
| Committee chair fees | $15,000 | Compensation and Nominating chairs; Audit Chair $20,000 . |
| Lead Independent Director fee | $30,000 | Additional annual fee . |
| Vice Chair of Board fee | $50,000 | Additional annual fee (not applicable to Mr. Kawakami) . |
| Annual equity grant | $250,000 | Shares of stock or deferred stock, granted in December . |
| Vehicle/perquisite | Company vehicle or $20,000 cash in lieu | Eligible for insurance/maintenance; many directors elect $20,000 cash . |
| Charitable match | Up to $50,000 per year | Company retains tax deduction; excludes political contributions . |
| Deferral options | Allowed | May defer cash into notional account or equity into deferred stock units until separation . |
Director stock ownership guideline: Non-employee directors must hold common stock equal to ten times the annual retainer ($600,000), within five years of appointment; pledged shares excluded; restricted stock counts toward guideline .
Performance Compensation
| Performance-based components tied to director pay | Status | Notes |
|---|---|---|
| Explicit performance metrics (e.g., EBITDA/EPS/TSR) for directors | None disclosed | Director compensation consists of retainers and annual equity grants without disclosed performance targets . |
Other Directorships & Interlocks
| Entity | Relationship | Governance/Transaction Detail | Risk Note |
|---|---|---|---|
| Mitsui & Co.; Mitsui & Co. (USA), Inc. | Second-largest PAG stockholder | 19.9% beneficial ownership; rights to designate board representatives; observer rights; senior executive designation if ownership thresholds met . | Affiliation may affect independence; potential conflicts in matters involving Mitsui. |
| Penske Transportation Solutions (PTS)/PTL | Strategic JV with Mitsui & Penske | PTL ownership: Penske Corp 41.1%, PAG 28.9%, Mitsui 30.0%; advisory board rights; distribution and minority consent rights . | Interlocks across PAG, Penske Corp, and Mitsui increase related-party complexity. |
| Kota Odagiri (Mitsui employee, PAG director) | Services Agreement | PAG pays $87,500 per quarter to Mitsui for Odagiri’s strategic services; Odagiri receives certain perquisites . | Ongoing related-party service fees with Mitsui affiliate. |
Expertise & Qualifications
- Global automotive logistics leadership (Brazil, Japan, U.S.) and transportation platform strategy; breadth of knowledge in logistics services and international opportunities .
- Affiliation with Mitsui provides direct insights into PAG’s significant shareholder and JV partner ecosystem .
Equity Ownership
| Holder | Beneficial Ownership | Economic Ownership | Percent of Outstanding | Notes |
|---|---|---|---|---|
| Yosuke Kawakami | 0 | 0 | <1% | No shares or deferred stock units reported as of March 20, 2025 . |
| Director guideline | $600,000 required | — | — | Must meet within 5 years of appointment; pledged shares excluded; restricted stock counts . |
Governance Assessment
- Strengths: Robust committee independence (Audit, Compensation, Nominating); clear lead independent director role; stringent independence guidelines exceeding NYSE; prohibitions on hedging and short selling; director ownership guidelines; strong 2024 attendance culture .
- Concerns/RED FLAGS: Mr. Kawakami appears non-independent due to Mitsui affiliation; Mitsui’s board designation and observer rights plus PTS/PAG/Mitsui interlocks heighten related-party exposure; Kawakami’s zero ownership at nomination weakens near-term alignment (mitigated by 5-year guideline) .
- Structural context: PAG is a controlled company with Penske Corp controlling >50% voting power via agreement with Mitsui; Voting Agreement constrains excess votes, partly mitigating controller influence following litigation, but controller dynamics persist .
- Say-on-Pay signal: 98% support in prior year underscores broad investor support for compensation practices; committees remained independent with no interlocks or consultant conflicts disclosed in 2024 .
Overall, Mr. Kawakami brings valuable logistics expertise and direct linkage to Mitsui’s strategic interests, but investors should monitor committee assignments, related-party reviews, and progression toward the director ownership guideline to bolster alignment and mitigate conflict risk .