CEO Justin Jude received total compensation of approximately $8.8 million in 2025, which is within a reasonable range for a CEO of a $7.5 billion market cap consumer cyclical company with global operations; approximately 89% of his target pay was incentive-based (well above the 50-60% threshold required by policy), with equity awards tied to measurable multi-year performance goals including earnings per share, organic revenue growth, and return on invested capital, and annual bonuses that paid out at only 80% of target reflecting actual business performance falling short in some areas; the prior year say-on-pay vote received 95% support, no structural concerns were identified, and the company maintains a robust clawback policy as required by Dodd-Frank, so the pay program structure passes all policy screens despite the company's poor recent stock performance.

Deloitte has audited LKQ since 1998, giving it approximately 28 years of continuous tenure, which exceeds the 25-year threshold in our policy; the non-audit fees (audit-related fees of $228,550 plus tax fees of $1,341,500 totaling $1,570,050) represent approximately 16% of core audit fees ($9,571,550), which is well within the 50% limit and does not raise independence concerns on its own; however, the unusually long tenure raises serious questions about whether the auditor can maintain the independence and professional skepticism needed to challenge management, and while the company acknowledges this risk and notes active monitoring, it does not provide a compelling rotation plan or other concrete mitigation sufficient to overcome the policy trigger.