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CORPORATE GOVERNANCE

Lithia & Driveway places a high degree of importance on our corporate governance practices.

Our employees and stakeholders look to our Board of Directors and management to set the tone and promote a culture of integrity and transparency.

Governance Structure

The Chair of our Board of Directors is Sidney DeBoer. Formerly the CEO (1968-2011) and the Executive responsible for taking Lithia public in 1996, Sid no longer serves in a management role nor is he involved in day-to-day operations of the Company. The current CEO, Bryan DeBoer, is a Member of the Board and reports directly to our Lithia Board of Directors.

The relatively small size [seven] of our Board allows them to make decisions regarding economic, environmental and social topics rather than going through specific committees. The three Committees of our Board are:

Audit
Committee

1

Nominating & Governance Committee

2

Compensation Committee

3

Each has a Charter that guides their mission, authority and responsibilities in addition to how and when meetings will be held. Shareholders of Lithia Motors, Inc. directly elect members to the Board of Directors at the Annual Shareholder Meeting, which occurs every April. Both the Board and shareholders have mechanisms for proposing nominees to be listed on the annual ballot.

Board Structure

As of May 1, 2022
Director
Key
Compensation
Audit
Nominating & Governance
Sidney B. DeBoer
CB
-
-
-
Susan O. Cain
I
C
Bryan B. DeBoer
-
-
-
-
Shauna F. McIntyre
I
-
Louis P. Miramontes
I
C
Kenneth E. Roberts
I
David J. Robino
LI
-
C
CB: Chairman of the Board
I: Independent Director
LI: Lead Independent Director
C: Committee Chairman
LEADERSHIP

Board of
Directors

Sidney B. DeBoer

Founder & Chairman of the Board of Directors
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Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. His charitable work on the Southern Oregon University Foundation Board, Oregon Community Foundation and the Oregon Shakespeare Festival has created a vibrant community for our Company’s headquarters. Mr. DeBoer attended Stanford University and the University of Oregon.

Mr.DeBoer’s founder’s spirit and pioneering work in the public auto retail sector and as an automotive dealer has earned him numerous awards and recognition. His familiarity with our business, executive leadership knowledge and industry experience make him uniquely qualified to serve as our Chair.

Susan O. Cain

Director
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Susan O. Cain had along career at KPMG LLP, joining in 1978, and retiring as a partner in the SanFrancisco office in 1999. While with KPMG, she specialized in banking institutions and trust tax services. Ms. Cain was a Senior Instructor in accounting at Southern Oregon University, located in Ashland, Oregon since2004, retiring in 2019. Ms. Cain is involved with various non-profit and charitable organizations including the Ashland Independent Film Festival and the Oregon Shakespeare Festival. Ms. Cain holds a B.A. degree in GeneralScience from Oregon State University and a Master of Science in Taxation fromWashington School of Law, Washington Institute of Graduate Studies.

Ms. Cain joined our Board of Directors in 2009. She maintains her CPA license in California and brings to our Board of Directors a high level of accounting expertise. She serves as the Audit Committee Chair and is an audit committee financial expert as defined under SEC rules. Ms. Cain was selected to serve on our Board of Directors because of her significant financial and accounting expertise and experience.

Bryan B. DeBoer

President, Chief Executive Officer
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Prior to becoming CEO, Bryan B. DeBoer was Senior Vice President of Mergers & Acquisitions/Operations and then Chief Operating Officer driving the growth of Lithia and transforming the Company culture to an entrepreneurial and high-performance model. Upon joining Lithia in 1989, Mr. DeBoer grew through the store positions of Finance Manager, Used Vehicle Manager, General Sales Manager, GeneralManager and multi-store General Manager. Mr. DeBoer has a B.S. degree, summa cum laude, from Southern Oregon University in Business Administration. He also graduated from the National Automobile Dealers Association Dealer Academy.

Mr.DeBoer has been our Chief Executive Officer (CEO) and President since 2012 and first became a director in 2008. Mr. DeBoer’s store experience, passion for mergers and acquisitions and demonstrated ability to develop strong manufacturer relationships drive our growth. His enthusiasm for the car business combined with a visionary spirit set the tone for our innovative and entrepreneurial culture.

Shauna F. McIntyre

Director
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Shauna F. McIntyre is currently the interim President and CEO of Electric Last Mile Solutions, an electric commercial vehicle provider and has previously served as the CEO of Sense Photonics, a 3D and Lidar company. Ms. McIntyre also served in various roles at Google, including Program Lead of Google’s automotive services program, from October 2016 to April 2020. Previously, she held integral roles at Egon Zehnder International, Achates Power, Inc., Honeywell International, Inc., McKinsey & Company, and Ford Motor Company. Ms. McIntyre serves on the Board of Directors of Electric Last Mile Solutions, and was also a co-founding board member for the North American Council for Freight Efficiency (NACFE). Ms. McIntyre holds a B.S. from the University of California, Los Angeles, a M.S. from the University of California, Berkeley, and an M.B.A. from Harvard.

Ms. McIntyre joined ourBoard of Directors in April 2019. Ms. McIntyre brings a wealth of knowledge and expertise to our Board in a wide variety of subjects within the automotive industry, including manufacturing, innovation, E-commerce, finance and operations. Ms. McIntyre was selected to serve on our Board of Directors because of her valuable strategic, industry and leadership experience.

Louis P. Miramontes

Director
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Louis P. Miramontes is an experienced board member and accomplished business executive. He is a strong leader and provides frequent counsel and input to CEOs on operating and strategic matters. Mr. Miramontes is a member of the Board of Directors of Rite Aid Corporation and Oportun Financial Corporation. He had a distinguished 38-year career at KPMG, where he served in many leadership roles, including managing partner of the San Francisco office and Senior Partner for KPMG's Latin America region. As an audit partner, he provided audit services to public and private clients in the retail, financial services and real estate sectors. Louis received his B.S. degree in Business Administration from California State University, East Bay.

Mr. Miramontes joined our Board in 2018. Mr. Miramontes chairs our Compensation Committee and has extensive experience in accounting, financial reporting and corporate governance. He is also an audit committee financial expert as defined under SEC rules.

Kenneth P. Roberts

Director
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Kenneth E. Roberts was a partner with the law firm of Roberts Kaplan LLP (formerly Foster Pepper LLP) from 1987 until the firm joined with Lane Powell in January 2011. His private law practice focused on corporate finance, mergers and acquisitions. corporate governance, executive compensation and securities, representing public companies and community banks. Mr. Roberts is a graduate of Harvard Law School and Oregon State University with a B.S. in Business and Technology.

Mr. Roberts joined our Board in 2012 after working many years as a leading outside corporate counsel. Mr. Roberts lends insightful analysis to our mergers and acquisitions strategies and corporate governance matters.

David J. Robino

Director
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David J. Robino began his management career at The Maytag Corporation and Pepsi-Cola. He joined AC Nielsen in 1989, culminating as Senior Vice President of Nielsen International, based in Brussels, Belgium. After a successful Vice Presidency at AT&T's Business Markets Division, Mr. Robino left to lead Gateway, Inc. as Executive Vice President and Chief Administrative Officer and later Vice Chairman. Upon retiring from Gateway, Mr. Robino served as a member of the board of directors of Memec, Inc., then the world's leading distributor of specialty semiconductors, and Insight Enterprises, Inc., a global provider of information technology capabilities to enterprises. He has served as an adjunct instructor at Southern Oregon University since 2012. Mr. Robino has a M.S. in Industrial Relations from Iowa State University and B.A. in Social Studies from Graceland College.

Mr. Robino joined our Board in 2016. Mr. Robino’s human capital, business, executive management and board experience over the course of his career at many large firms, provides us with expertise across a broad range of subjects. Mr. Robino is our Lead Independent Director and chairs our Nominating and Governance Committee.

Corporate Governance Documents

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