Pierre Breber
PACCARAbout Pierre R. Breber
Pierre R. Breber, age 60, is an independent director at PACCAR (PCAR) since 2024, following a 34-year career at Chevron where he served as CFO (2019–2024) and held multiple EVP roles across refining, marketing, trading, LNG marketing, pipeline and shipping, and E&P in Asia South (2011–2018) . He holds bachelor’s and master’s degrees in mechanical engineering from UC Berkeley and an MBA from Cornell University, and is designated independent by PACCAR under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron | Chief Financial Officer | 2019–2024 | Senior executive oversight of finance; enterprise risk and capital allocation |
| Chevron | EVP, Global Refining & Marketing | 2016–2018 | Led downstream operations |
| Chevron | EVP, Trading, LNG Marketing, Pipeline & Shipping | 2014–2015 | Managed global trading and midstream businesses |
| Chevron | Managing Director, Asia South E&P | 2011–2013 | Regional upstream leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southwest Airlines Co. | Director | Since 2024 | Public company board |
| The Clorox Company | Director | Since 2024 | Public company board |
Board Governance
- Independence: PACCAR determined Pierre R. Breber is independent under Nasdaq Rule 5605(a)(2) for 2024 .
- Committee assignments: Audit Committee member; PACCAR’s Board designated all Audit Committee members as “financial experts” .
- Attendance and engagement: The Board met four times in 2024; each member attended at least 75% of the combined total of Board and committee meetings, and all directors attended the April 2024 annual meeting .
- Audit Committee activity: The Audit Committee met six times in 2024 and oversees financial reporting, internal controls, compliance, and cybersecurity risk; all members meet SEC/Nasdaq independence and financial literacy requirements .
| Governance Metric | Value |
|---|---|
| Independence Status | Independent (Nasdaq 5605(a)(2)) |
| Committee Membership | Audit Committee (member) |
| Financial Expert Designation | Yes (Audit Committee) |
| Board Meetings (2024) | 4 |
| Audit Committee Meetings (2024) | 6 |
| Attendance Threshold | ≥75% of combined meetings (met by all) |
| Annual Meeting Attendance (2024) | All directors attended |
| Lead Independent Director | Mark A. Schulz (3-year term beginning Jan 2023) |
Fixed Compensation
| Year | Cash Fees ($) | All Other ($) | Notes |
|---|---|---|---|
| 2024 | 76,250 | 5,000 | PACCAR Foundation donation on director’s behalf; Breber elected to defer some fees into stock units under the RSDC Plan |
| Structure (effective 10/1/2024) | — | — | Annual cash retainer: $140,000; Audit Committee member retainer: $20,000; Compensation and Nominating & Governance member retainer: $15,000; Lead Director: $40,000; Audit Chair: $25,000; Compensation/Nominating Chairs: $17,500 |
Performance Compensation
| Year | Stock Awards ($) | Unvested RSUs/Shares (units) | Vesting & Plan Details |
|---|---|---|---|
| 2024 | 82,592 (prorated RSUs granted 1/2/2024) | 811 RSUs at 12/31/2024 | Non-employee directors receive equity annually under RSDC Plan: $175,000 in restricted stock or RSUs effective 1/1/2025 ($165,000 prior), vesting at 3 years or upon retirement, death, or disability; RSUs have dividend equivalents, no voting rights; restricted shares have dividends and voting rights |
Additional equity program details for directors: may elect to defer cash retainers/fees to income or stock unit accounts; deferred stock units settle in shares; distributions occur at/after termination per election .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Southwest Airlines Co. | Director | No related-party transactions with PACCAR disclosed in the proxy |
| The Clorox Company | Director | No related-party transactions with PACCAR disclosed in the proxy |
Expertise & Qualifications
- Mechanical engineering degrees (BS/MS) from UC Berkeley; MBA from Cornell .
- 34 years with Chevron including CFO and multiple EVP roles across downstream, trading/midstream, and E&P, indicating deep financial, operational, and energy industry expertise .
- Audit Committee financial expertise designation at PACCAR .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Deferred Stock Units (units) | Unvested RSUs/Shares (units) | Hedging/Pledging |
|---|---|---|---|---|---|
| Pierre R. Breber | 11,721 | * (<1%) | 3,706 DSUs | 811 RSUs at 12/31/2024 | Company policy prohibits hedging or pledging by directors and executive officers |
Director stock ownership guidelines: at least 5x the annual cash retainer in stock and/or deferred stock units; five years from appointment to attain. As of 1/1/2025, all directors with 5+ years of service meet the guideline; Breber (appointed 2024) is within the compliance window .
Governance Assessment
- Alignment signals: Independent director, Audit Committee member and financial expert; deferral of director fees into stock units indicates alignment with shareholder value .
- Policy safeguards: Prohibition on hedging/pledging by directors; robust clawback and incentive compensation recovery policies; strong related-party review procedures overseen by Audit Committee .
- Shareholder sentiment: 2024 say-on-pay approval was 94%, suggesting broad investor support for PACCAR’s compensation framework .
- Conflicts/related-party exposure: Proxy describes the related-person transaction review framework; no specific related-person transactions are disclosed involving directors in this proxy .
- Board governance context: Majority independent board, separate Executive Chairman and CEO, independent Lead Director, regular executive sessions, and committee oversight of risk (including cybersecurity within the Audit Committee) .
RED FLAGS
- None disclosed regarding hedging/pledging, related-party transactions, or low attendance; each director met the ≥75% attendance threshold and all attended the 2024 annual meeting .
- A shareholder proposal in 2025 sought votes on “excessive golden parachutes” for NEOs; the Board recommended voting Against and noted PACCAR does not have employment/severance agreements or golden parachutes for NEOs. While focused on executives (not directors), it reflects ongoing shareholder scrutiny of pay structures .
Notes:
* Percent of class indicates ownership does not exceed one percent as reported in the proxy.