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DEF 14A
PENSKE AUTOMOTIVE GROUP, INC. filed this Form DEF 14A on 03/16/2017
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President Compensation.     In February 2016, the committee established a similar performance based award for Mr. Kurnick with respect to 2016, with a threshold payout of $500,000 (50% of target), a target payout of $1,000,000 (100% of target) and a maximum potential payout of $1.5 million (150% of target) to be paid in shares of restricted stock to be granted in 2017. The performance objectives and component percentages are the same as those set forth above with respect to the 2016 award for Mr. Penske. Mr. Kurnick achieved 70.8% of the performance metrics noted above, which entitled him to approximately $902,199 in shares of restricted stock granted in February 2017 calculated by dividing the total award achieved by the average PAG stock price for each trading day in 2016 resulting in an award of 17,417 shares of restricted stock, vesting over a four year period in accordance with the committee's equity award approval policy. Mr. Kurnick did not receive an annual cash bonus because he received this restricted stock grant in lieu of a cash bonus.

In February 2017, the committee established a similar performance based award for Mr. Kurnick with respect to 2017, with a threshold payout of $500,000 (50% of target), a target payout of $1.0 million (100% of target) and a maximum potential payout of $1.5 million (150% of target) to be paid in shares of restricted stock to be granted in 2018 calculated by dividing the resulting total award achieved by the average PAG stock price for each trading day in 2017. The performance objectives and component percentages are the same as those set forth above with respect to the 2017 award for Mr. Penske. In addition, the compensation committee increased Mr. Kurnick's salary from $700,000 to $800,000 effective January 1, 2017 based on the factors set forth above under "Base Salary."

Mr. Kurnick is also the President of Penske Corporation (our controlling stockholder) and he receives a substantial amount of compensation from Penske Corporation. While Mr. Kurnick devotes a substantial amount of time and effort to our company, his total compensation paid by us reflects that he devotes time to Penske Corporation. Our committee does not track the exact percentage of time spent on Penske Automotive matters, recognizing that the amount varies from year to year, but it is generally expected to represent approximately 75% of his time. In determining Mr. Kurnick's pay, our compensation committee considers the impact of the time Mr. Kurnick spends on Penske Automotive matters, including the benefits of his leadership capabilities.


Other Executive Officer Compensation.     Mr. Denker, our Executive Vice President — Human Resources as of July 1, 2015, also serves as the Executive Vice President, Marketing and Communications for Penske Corporation and the Executive Vice President of Penske Racing, a wholly owned subsidiary of Penske Corporation, for which he receives additional compensation from Penske Corporation.

Each of our named executive officers received the stock awards and bonuses set forth in the tables below. In addition, in February 2017, Messrs. Carlson, Denker and Spradlin received 3,861, 3,861 and 5,695 shares of restricted stock, respectively, vesting over four years at a rate of 15%, 15%, 20% and 50% as part of our annual grant under the 2015 Equity Incentive Plan. Beginning January 2017, Messrs. Denker and Spradlin's salaries were each increased $25,000 and Mr. Carlson's salary was increased $50,000 resulting from the Committee's review of the factors noted above under "Base Salary." Each now receives a salary of $525,000. We were reimbursed approximately five percent of Mr. Spradlin's base salary by Penske Corporation to reflect his efforts on behalf of Penske Corporation. The full amount of Mr. Spradlin's base salary is shown in the table below.

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