PENSKE AUTOMOTIVE GROUP VOTING INC (PAG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PENSKE AUTOMOTIVE GROUP VOTING INC · Meeting: May 13, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Greg Penske is the son of CEO Roger Penske, creating a direct familial relationship with the company's top executive; under our policy, a director with a familial relationship to senior management — especially the CEO — warrants a no vote regardless of other qualifications.
For Analysis
Joined in 2017 with extensive global executive experience; TSR underperformance gap of -49.7pp versus the ^GSPC S&P 500 does not meet the 50pp threshold required to trigger a no vote for directors with low-positive absolute 3-year TSR; no overboarding, attendance, or independence concerns identified.
Joined in 2018 with deep automotive industry expertise; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold; no overboarding, attendance, or independence concerns identified.
Long-tenured director since 1993 with strong private equity and finance credentials; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold; no overboarding or attendance concerns identified.
Joined in 2025 and has been on the board for less than 24 months, making him exempt from the TSR underperformance trigger; brings strong financial expertise as a former Big Four senior audit partner with automotive sector experience.
Joined in 2025 and has been on the board for less than 24 months, making him exempt from the TSR underperformance trigger; brings relevant automotive logistics and international business experience through his Mitsui background.
Joined in 2006 as President of PAG with deep company and automotive industry knowledge; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold; no overboarding or attendance concerns; serves as a non-independent executive director.
CEO and founder-equivalent with a massive personal ownership stake that strongly aligns his interests with shareholders; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold to trigger a no vote; his role as an executive director is evaluated independently of the Say on Pay vote.
Joined in 2012 with extensive banking and commercial finance experience; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold; no overboarding, attendance, or independence concerns identified.
Joined in 2025 and has been on the board for less than 24 months, making him exempt from the TSR underperformance trigger; brings relevant automotive supplier and CEO-level experience as head of Lear Corporation.
Joined in 2017 with deep automotive and public company audit committee expertise as former Ford Vice Chairman; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold; serves as Audit Committee Chair with demonstrated financial expertise.
Joined in 2002 as Lead Independent Director with extensive executive and board experience; TSR gap of -49.7pp versus ^GSPC S&P 500 does not meet the 50pp threshold; proxy discloses that collectively directors attended over 98% of meetings and each director attended at least 93% of their respective meetings, clearing the 75% attendance threshold.
Eleven of twelve directors receive a FOR vote. Greg Penske receives an AGAINST vote because he is the son of CEO Roger Penske, creating a direct familial relationship to the company's top executive — a clear policy trigger regardless of his automotive qualifications. The TSR underperformance trigger does not fire for any other director: PAG's 3-year price return of 12.8% places it in the low-positive tier, requiring a 50pp gap versus the ^GSPC S&P 500 benchmark to trigger a no vote, and the actual gap of -49.7pp falls just short of that threshold. Three directors who joined in 2025 (Hoogendoorn, Kawakami, Scott) are exempt as they have been on the board for less than 24 months.
Say on Pay
✓ FORCEO
Roger Penske
Total Comp
$8,771,209
Prior Support
98%%
CEO Roger Penske received total compensation of $8,771,209 in 2025, consisting of a $1.75 million salary, $6 million in performance-based restricted stock awards (reported at target value), and $1.02 million in other compensation including dividends on unvested stock; the prior year Say on Pay vote received over 98% support, signaling strong shareholder satisfaction with the compensation structure. The long-term incentive plan includes specific, measurable performance targets covering EBITDA, earnings per share, customer satisfaction, internal controls, turnover, and employee engagement, with 110.5% payout achieved in 2025 against defined metrics — this represents genuine pay-for-performance linkage rather than automatic grants. Pay mix for the CEO is heavily weighted toward variable compensation (restricted stock earned through performance goals), the company has a meaningful clawback policy, and equity dilution from all NEO grants was approximately 0.3% of shares outstanding in 2025, all of which are positives that support a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,016,971
Non-Audit Fees
$182,883
Non-audit fees (audit-related fees of $95,126 plus tax fees of $87,757 totaling $182,883) represent approximately 3.6% of audit fees of $5,016,971, well below the 50% threshold that would raise independence concerns; Deloitte is a Big Four firm appropriate for a company of PAG's size and complexity; no material restatements are disclosed; auditor tenure is not explicitly stated in the proxy so the tenure trigger cannot fire per policy.
Overall Assessment
PAG's 2026 annual meeting ballot contains three proposals: director elections, auditor ratification, and Say on Pay advisory vote. We vote FOR on all three standard proposals with one exception — Greg Penske receives an AGAINST vote as a director solely because he is the son of CEO Roger Penske, triggering our familial relationship policy; all other directors clear TSR, overboarding, attendance, and independence screens, and the compensation and auditor programs are straightforward approvals.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing