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
Nominating & Governance Committee
Compensation Committee
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
LEADERSHIP
Board of
Directors
Sidney B. DeBoer
Founder & Chairman of the Board of Directors
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.
Bryan B. DeBoer
President, Chief Executive Officer
Bryan DeBoer serves as the President & CEO of Lithia & Driveway, where his visionary spirit sets the pace for the company’s exceptional growth, diversification into horizontal synergies, and creating a unique customer ecosystem to meet customers wherever, whenever, and however they desire. Under our Growth Powered by People mission, Lithia &Driveway has expanded to hundreds of domestic and international locations and gained recognition as one of the largest global automotive retailers.
Bryan joined Lithia & Driveway in 1989, learning the nuts-and-bolts of its operations through many store positions, including Finance Manager, Used Vehicle Manager, General Sales Manager, General Manager, and Multi-store General Manager. In 2008, he became a director soon after transitioning to Senior Vice President of Mergers & Acquisitions/Operations and then to Chief Operating Officer. He’s been our CEO since 2012, transforming the company’s culture into a customer-centered, entrepreneurial, and high-performance model and driving network development.
A lifelong resident of Ashland, Oregon, Bryan earned a B.S. degree in Business Administration, summa cum laude, from Southern Oregon University. Additionally, he graduated from the National Automobile Dealers Association Dealer Academy. Bryan’s first-ever car was a gold 1982 Toyota Tercel SR5 Wagen and first bought was a black 1986 Toyota MR2.
With Bryan’s forward-thinking leadership, Lithia & Driveway is profitably modernizing an industry through its ever-evolving ecosystem of physical locations, e-commerce technologies, captive financing, and fleet management offerings. His drive to provide a wide array of products and services throughout the vehicle-ownership lifecycle powers our ability to Earn Customers for Life, leading our way to becoming the largest global auto retailer.
James E. Lentz
DIRECTOR
Jim Lentz spent the majority of his more than 40 years in the auto industry at Toyota, where he served as its chief executive officer from 2013 until his retirement in 2020. During his 38 years with Toyota, Lentz oversaw all business for Toyota’s North American region, including manufacturing, research and development, sales, marketing, product support, and corporate resources. Lentz led and contributed to several key milestones in Toyota’s history, including the Scion brand launch and the recognition of Toyota and Lexus brands as leaders in customer experience. He has been named “Marketer of the Year” by Advertising Age, an “All-Star” by Automotive News, and “Industry Leader of the Year” by the Automotive Hall of Fame. Lentz also serves as an advisor on several boards. Lentz earned both his undergraduate degree and M.B.A. in Finance from the University of Denver.
Lentz joined our Board in 2021. With his tenured career in the automotive industry, and extensive experience in corporate resources, Lentz is lending his expertise while serving on our compensation and audit committees.
Stacy Loretz-Congdon
Director
Stacy Loretz-Congdon retired in 2016 after 26 years of service at Core-Mark Holding Company, Inc. ("Core-Mark"), one of the largest marketers of supply solutions to the convenience retail industry. She served as Senior Vice President, Chief Financial Officer and Assistant Secretary from December 2006 to May 2016 and Executive Advisor from May 2016 through December2016. Her experience at Core-Mark included oversight of all finance functions, including all corporate finance disciplines, strategy execution, risk mitigation, investor relations, and involvement with benefits, executive compensation, and technology initiatives.
Ms. Lorentz-Congdon joined our Board of Directors in 2024. She serves on our Audit and Nominating and Governance committees where she brings extensive financial and strategy experience. She is also an audit committee financial expert as defined under SEC rules."
Shauna F. McIntyre
Director
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 our Board 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
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.
Cassandra McKinney
Director
Ms. McKinney has spent the past 30 years as a senior executive with prominent banking institutions. She is currently EVP, Retail Bank for Comerica Bank, and a member of Comerica’s Management Executive Committee where she is responsible for the company’s Consumer and Small Business banking segments. She manages a multi-billion deposit and loan portfolio, and is accountable for over 2,500 Comerica colleagues, over 400 banking centers, and over 600 ATMs and ITMs. She joined Comerica in 2005 as SVP, Retail Director of Product and Sales Management. She became SVP, Director of Retail Operations in 2011 and was named SVP, National Director of Retail Delivery and Strategic Services in 2016. Ms. McKinney holds Bachelor’s Degrees in Chemical Engineering from Columbia University and Chemistry from Dillard University.
Ms. McKinney joined Board of Directors in 2024. She serves on our Audit and Compensation committees where she brings executive management, human capital, and financial experience.
David J. Robino
Director
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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