Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses PAG in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PAG in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Roger Penske | $1,750,000 | $0 | $6,000,000 | $0 | $0 | $0 | $1,021,209 | $8,771,209 |
| Chief Executive Officer | ||||||||
| Robert Kurnick Jr. | 1,000,000 | 0 | 1,500,000 | 0 | 0 | 0 | 338,247 | 2,838,247 |
| President | ||||||||
| Shane Spradlin | 770,000 | 475,000 | 750,000 | 0 | 0 | 0 | 171,615 | 2,166,615 |
| EVP, General Counsel & Secretary | ||||||||
| Shelley Hulgrave | 770,000 | 475,000 | 750,000 | 0 | 0 | 0 | 155,864 | 2,150,864 |
| EVP & Chief Financial Officer | ||||||||
| Bud Denker | 770,000 | 475,000 | 750,000 | 0 | 0 | 0 | 109,484 | 2,104,484 |
| EVP – Human Resources | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Roger Penske | $8,771,209 | $8,777,453 | $7,428,439 | −6,244 |
| Robert Kurnick Jr. | 2,838,247 | 2,729,753 | 2,141,405 | +108,494 |
| Shane Spradlin | 2,166,615 | 2,155,788 | 1,737,346 | +10,827 |
| Shelley Hulgrave | 2,150,864 | 2,131,346 | 1,544,060 | +19,518 |
| Bud Denker | 2,104,484 | 2,099,656 | 1,681,842 | +4,828 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Bud Denker | RSA | 2025-02-19 | — | — | 4,295 | — | $728,346 |
| Shelley Hulgrave | RSA | 2025-02-19 | — | — | 4,295 | — | 728,346 |
| Robert Kurnick Jr. | RSA | 2025-02-19 | — | — | 8,590 | — | 1,456,692 |
| Roger Penske | RSA | 2025-02-19 | — | — | 34,361 | — | 5,826,938 |
| Shane Spradlin | RSA | 2025-02-19 | — | — | 4,295 | — | 728,346 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bud Denker | RSU | 21,144 | — | $3,346,884 |
| Roger Penske | RSU | 179,977 | — | 28,488,559 |
| Roger Penske | RSU | 101,327 | — | 16,635,867 |
| Robert Kurnick Jr. | RSU | 39,064 | — | 6,183,441 |
| Shane Spradlin | RSU | 21,144 | — | 3,346,884 |
| Robert Kurnick Jr. | RSU | 20,138 | — | 3,306,257 |
| Shelley Hulgrave | RSU | 20,551 | — | 3,253,018 |
| Bud Denker | RSU | 10,410 | — | 1,709,114 |
| Shane Spradlin | RSU | 10,410 | — | 1,709,114 |
| Shelley Hulgrave | RSU | 4,907 | — | 805,631 |
The company primarily uses cash compensation (salary and bonuses) for flexibility and to minimize dilution, while providing long-term compensation through restricted stock awards that vest over four years to align management goals with stockholders and provide retention incentives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-13 | 61,305,917 | 569,731 | 67,311 | 99.08% | Passed |
| 2025 | 2025-05-14 | 62,319,333 | 776,062 | 57,118 | 98.77% | Passed |
| 2024 | 2024-05-09 | 62,053,780 | 957,049 | 23,669 | 98.48% | Passed |
| 2023 | 2023-05-11 | 64,189,463 | 567,713 | 33,232 | 99.12% | Passed |
| 2022 | 2022-05-12 | 70,258,085 | 766,366 | 53,966 | 98.92% | Passed |
| 2021 | 2021-05-12 | 74,258,684 | 709,223 | 92,619 | 99.05% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-13 | 99.08%a |
| 2025 | 2025-05-14 | 98.77%b |
| 2024 | 2024-05-09 | 98.48%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 147 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | $250,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 15,000 |
| Stock ownership guideline | $600,000 |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Penske Automotive Group names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Penske Automotive Group.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | AutoNation, Inc. | 2025 | Michael Manley | $1,425,000 | $28,064,546 | $0 | $4,647,956 | $34,391,069 |
| 2 | Lithia Motors, Inc. | 2025 | Bryan DeBoer | 1,300,000 | 10,736,203 | 0 | 3,783,000 | 15,895,468 |
| 3 | Sonic Automotive, Inc. | 2025 | David Bruton Smith | 1,737,276 | 3,979,216 | 0 | 5,646,147 | 11,830,626 |
| 4 | Group 1 Automotive, Inc. | 2025 | Daryl Kenningham | 1,300,000 | 6,999,819 | 0 | 1,986,656 | 11,120,439 |
| 5 | Penske Automotive Group | 2025 | Roger Penske | 1,750,000 | 6,000,000 | 0 | 0 | 8,771,209 |
| — | Asbury Automotive Group, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Penske Automotive Group | not disclosed | Restricted Stock 100 | not disclosed | not disclosed |
| Asbury Automotive Group, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| AutoNation, Inc. | 163% | PSU 60 · RSU 40 | Yes — Relative TSR | Meridian Compensation Partners, LLC |
| Group 1 Automotive, Inc. | not disclosed | not disclosed | not disclosed | Pearl Meyer & Partners, LLC |
| Lithia Motors, Inc. | 194.0% | PSU 75 · RSU 25 | No | independent compensation consultant |
| Sonic Automotive, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Roger Penske | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation”. As printed: 8,771,209. Filing ↗machine: r3 · c19 · span 515587–515596 |
| 2 | Section 01, Robert Kurnick Jr. | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation”. As printed: 2,838,247. Filing ↗machine: r7 · c19 · span 529887–529896 |
| 3 | Section 01, Shane Spradlin | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation”. As printed: 2,166,615. Filing ↗machine: r19 · c19 · span 572657–572666 |
| 4 | Section 01, Shelley Hulgrave | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation”. As printed: 2,150,864. Filing ↗machine: r11 · c19 · span 544002–544011 |
| 5 | Section 01, Bud Denker | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation”. As printed: 2,104,484. Filing ↗machine: r15 · c19 · span 558530–558539 |
| 6 | Section 03, Bud Denker RSA | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 670181–670188 |
| 7 | Section 03, Shelley Hulgrave RSA | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 656765–656772 |
| 8 | Section 03, Robert Kurnick Jr. RSA | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 646520–646529 |
| 9 | Section 03, Roger Penske RSA | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 636204–636213 |
| 10 | Section 03, Shane Spradlin RSA | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 680935–680942 |
| 11 | Section 07, pay ratio | DEF 14A | 2026-03-20 | 0001140361-26-010576 | Section “CEO Pay Ratio”. As printed: 147 : 1. Filing ↗machine: span 977968–977971 |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-05-14 | 0001628280-26-035192 | Item 5.07 · say-on-pay result. As reported: 99.08% (votes for as printed: 61,305,917). Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-05-16 | 0001019849-25-000059 | Item 5.07 · say-on-pay result. As reported: 98.77% (votes for as printed: 62,319,333). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-05-10 | 0001019849-24-000062 | Item 5.07 · say-on-pay result. As reported: 98.48% (votes for as printed: 62,053,780). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | AutoNation, Inc., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001628280-26-018696 | CEO total compensation as printed in AutoNation, Inc.'s own proxy. As printed: 34,391,069. Filing ↗machine: span 461406–461416 |
| 17 | Lithia Motors, Inc., Section 10b CEO total | DEF 14A | 2026-03-11 | 0001023128-26-000026 | CEO total compensation as printed in Lithia Motors, Inc.'s own proxy. As printed: 15,895,468. Filing ↗machine: t94 · r2 · c7 · span 1572109–1572119 |
| 18 | Sonic Automotive, Inc., Section 10b CEO total | DEF 14A | 2026-03-06 | 0001628280-26-015631 | CEO total compensation as printed in Sonic Automotive, Inc.'s own proxy. As printed: 11,830,626. Filing ↗machine: span 432590–432600 |
| 19 | Group 1 Automotive, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001031203-26-000100 | CEO total compensation as printed in Group 1 Automotive, Inc.'s own proxy. As printed: 11,120,439. Filing ↗machine: r2 · c24 · span 985509–985519 |
| 20 | Penske Automotive Group (subject), Section 10b CEO total | DEF 14A | 2026-03-20 | 0001140361-26-010576 | CEO total compensation as printed in Penske Automotive Group's own proxy. As printed: 8,771,209. Filing ↗machine: r3 · c19 · span 515587–515596 |
| 21 | Section 10a, Sonic Automotive, Inc. reciprocity | DEF 14A | — | 0001628280-26-015631 | Sonic Automotive, Inc. names Penske Automotive Group in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 22 | Section 10a, Lithia Motors, Inc. reciprocity | DEF 14A | — | 0001140361-24-012693 | Lithia Motors, Inc. names Penske Automotive Group in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 23 | Section 10a, AutoNation, Inc. reciprocity | DEF 14A | — | 0001628280-26-018696 | AutoNation, Inc.'s most recent proxy was read; its disclosed peer group does not include Penske Automotive Group. Filing ↗ |
| 24 | Section 10a, Group 1 Automotive, Inc. reciprocity | DEF 14A | — | 0001031203-26-000100 | Group 1 Automotive, Inc. names Penske Automotive Group in its own disclosed peer group (read from its most recent proxy). Filing ↗ |