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 the voting policy, a director with a familial relationship to senior management — especially the CEO — warrants a No vote regardless of other qualifications.
For Analysis
Director since 2017 with extensive global executive experience; no overboarding, independence, or attendance issues identified; TSR trigger does not apply as PAG's 3-year gap vs ^GSPC (^GSPC — S&P 500) of -49.7pp falls below the 50pp threshold for low-positive absolute TSR.
Director since 2018 with deep automotive industry expertise across major brands; no overboarding, independence, or attendance issues identified; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold.
Director since 1993 with extensive private equity and finance experience; no overboarding or attendance issues identified; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold.
Joined the board in 2025 and is therefore within the 24-month new-director exemption from the TSR trigger; brings strong financial and audit expertise as a former Big Four senior partner with automotive sector experience.
Joined the board in 2025 and is therefore within the 24-month new-director exemption from the TSR trigger; brings relevant automotive and logistics industry experience through his long career at Mitsui and now as a PAG executive.
Director since 2006 serving as company President; no overboarding or attendance issues identified; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold applicable to his tenure.
Founder and long-tenured CEO and Chair with unparalleled knowledge of the business and a large personal ownership stake that strongly aligns his interests with shareholders; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold; the Say on Pay vote passes separately.
Director since 2012 with extensive senior banking and board experience; no overboarding, independence, or attendance issues identified; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold.
Joined the board in 2025 and is therefore within the 24-month new-director exemption from the TSR trigger; brings direct automotive industry expertise as the sitting CEO of Lear Corporation, a major automotive supplier.
Director since 2017 with deep automotive and financial expertise from a long career at Ford Motor Company; chairs the Audit Committee and qualifies as a financial expert; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold.
Long-tenured Lead Independent Director since 2002 with extensive executive and board experience; no overboarding or attendance issues identified; TSR trigger does not apply as the -49.7pp gap vs ^GSPC (^GSPC — S&P 500) falls below the 50pp threshold; the GTT Communications bankruptcy occurred in 2021 and Mr. Thompson departed as executive officer in January 2022, which is noted as context but does not independently trigger a No vote under the policy.
The 12-director slate is broadly qualified with relevant automotive, financial, and governance experience, and attendance across the board exceeds 93% per director. The TSR underperformance trigger does not fire for any director with meaningful tenure because PAG's 3-year total shareholder return of +12.8% is in the low-positive range and the gap versus the ^GSPC (^GSPC — S&P 500) benchmark is -49.7pp, just below the 50pp threshold required to trigger a No vote. One director — Greg Penske, son of CEO Roger Penske — receives an AGAINST vote solely due to the policy's familial relationship rule regarding proximity to the CEO.
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 $1,750,000 base salary, a $6,000,000 performance-based stock award (the reported target value), and $1,021,209 in other compensation including dividends on unvested restricted stock; this level is reasonable for the CEO of a $9.3 billion market cap automotive retailer with significant ownership alignment. The compensation structure is performance-linked: long-term incentive awards — which represent the majority of pay for the CEO and President — are tied to measurable financial goals (EBITDA, EPS) and operational metrics, with payouts in 2025 coming in at 110.5% of target reflecting solid but not outsized performance. The company earned over 98% shareholder support on this vote last year, has a meaningful clawback policy, robust stock ownership requirements, and equity dilution from executive awards was only approximately 0.3% of shares outstanding — all of which 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) total approximately $182,883, which is only about 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. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy, and no material financial restatements are noted.
Overall Assessment
The 2026 PAG annual meeting presents a largely clean ballot with three standard proposals: a 12-person director slate, auditor ratification, and an advisory pay vote. The only notable exception is an AGAINST vote on Greg Penske due to his direct familial relationship with CEO Roger Penske — all other directors pass the policy screens, auditor fees are well within independence thresholds, and the executive compensation program is performance-linked with strong prior-year shareholder support.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing