Companies Penske Automotive Group, Inc
Penske Automotive (PAG): executive pay, fiscal 2025
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CEO pay, last three years
- $7,428,439FY2023
- $8,777,453FY2024
- $8,771,209FY2025
CEO total pay was $8,771,209 in fiscal 2025, down from $8,777,453 in fiscal 2024.
FY2025: salary $1,750,000 · bonus $0 · stock awards $6,000,000 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| 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.
Three-year trend — total compensation per named executive
| 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.
Incentive-plan design — the Compensation Discussion & Analysis
The majority of executive and employee compensation is payable in cash in the short-term, comprised principally of salary and cash bonuses, to provide flexibility and reduce dilution. Long-term compensation is provided in the form of restricted stock awards to align management goals with stockholders and provide retention inducement.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Bud Denker | RSU | 2025-02-19 | — | — | 4,295 | — | $728,346 |
| Shane Spradlin | RSU | 2025-02-19 | — | — | 4,295 | — | 728,346 |
| Robert Kurnick Jr. | RSU | 2025-02-19 | — | — | 8,590 | — | 1,456,692 |
| Shelley Hulgrave | RSU | 2025-02-19 | — | — | 4,295 | — | 728,346 |
| Roger Penske | RSU | 2025-02-19 | — | — | 34,361 | — | 5,826,938 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Bud Denker | $728,346 | $0 | $0 | 0.0% |
| Shane Spradlin | 728,346 | 0 | 0 | 0.0% |
| Robert Kurnick Jr. | 1,456,692 | 0 | 0 | 0.0% |
| Shelley Hulgrave | 728,346 | 0 | 0 | 0.0% |
| Roger Penske | 5,826,938 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Shelley Hulgrave | RSU | 4,907 | — | $805,631 |
| Bud Denker | RSU | 10,410 | — | 1,709,114 |
| Shane Spradlin | RSU | 10,410 | — | 1,709,114 |
| Robert Kurnick Jr. | RSU | 20,138 | — | 3,306,257 |
| Shelley Hulgrave | RSU | 20,551 | — | 3,253,018 |
| Bud Denker | RSU | 21,144 | — | 3,346,884 |
| Shane Spradlin | RSU | 21,144 | — | 3,346,884 |
| Robert Kurnick Jr. | RSU | 39,064 | — | 6,183,441 |
| Penske | RSU | 101,327 | — | 16,635,867 |
| Penske | RSU | 179,977 | — | 28,488,559 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| H. Brian ThompsonIndependent · Lead Independent Director · BOD · Compensation Management Development Committee (Chair) · Nominating Corporate Governance Committee · Executive Committee | $105,000 | $250,000 | — | — | $102,400 | $457,400 |
| Greg SmithIndependent · BOD | 105,000 | 250,000 | — | — | 100,000 | 455,000 |
| Sandra PierceIndependent · BOD · Compensation Management Development Committee · Nominating Corporate Governance Committee | 60,000 | 250,000 | — | — | 137,750 | 447,750 |
| Michael EisensonNot independent · BOD · Executive Committee | 80,000 | 250,000 | — | — | 100,000 | 430,000 |
| Kimberly McWatersIndependent · BOD · Nominating Corporate Governance Committee (Chair) | 80,000 | 250,000 | — | — | 94,241 | 424,241 |
| David HoogendoornIndependent · BOD | 55,833 | 250,000 | — | — | 100,000 | 405,833 |
| Ray ScottIndependent · BOD · Compensation Management Development Committee | 53,333 | 250,000 | — | — | 100,000 | 403,333 |
| Greg PenskeEmployee director · Corporate Governance | 119,117 | 229,167 | — | — | 50,000 | 398,284 |
| Lisa DavisIndependent · BOD · Nominating Corporate Governance Committee | 63,333 | 250,000 | — | — | 55,789 | 369,122 |
| Wolfgang DürheimerIndependent · Compensation | 80,000 | 250,000 | — | — | 0 | 330,000 |
| Ronald SteinhartIndependent | 61,667 | 0 | — | — | 90,436 | 152,103 |
| John BarrIndependent | 28,333 | 0 | — | — | 50,000 | 78,333 |
| Robert Kurnick JrEmployee director · Executive | — | — | — | — | — | 0 |
| Roger PenskeEmployee director · Board Chair · BOD (Chair) · Executive Committee (Chair) | — | — | — | — | — | 0 |
| Yosuke KawakamiEmployee director · BOD | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| 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 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $891,616 |
| Equity awards (grant-date value) | $2,479,167 |
| All other compensation | $980,616 |
| Total cost of the board | $4,351,399 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Penske Automotive as a peer
Companies that benchmark against PAG
5 companies name PAG as a compensation peer
- ASBURY AUTOMOTIVE GROUP INCABGFY2025
- GROUP 1 AUTOMOTIVE INCGPIFY2025
- HERTZ GLOBAL HOLDINGS, INCHTZFY2025
- LITHIA MOTORS INCLADFY2025
- SONIC AUTOMOTIVE INCSAHFY2025
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.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies Penske Automotive Group, Inc 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, Inc.
Chief executive pay against the peer 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 | Asbury Automotive Group, Inc. | 2025 | David Hult | 1,300,000 | 6,999,971 | 0 | 2,404,350 | 10,735,903 |
| 6 | Penske Automotive Group, Inc | 2025 | Roger Penske | 1,750,000 | 6,000,000 | 0 | 0 | 8,771,209 |
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.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Penske Automotive Group, Inc | not disclosed | RSU 100 | not disclosed | not disclosed |
| Asbury Automotive Group, Inc. | not disclosed | not disclosed | not disclosed | Pay Governance |
| 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 | PRSU 100 | not disclosed | Willis Towers Watson |
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.
Say-on-pay history and pay ratio
| 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.
Say-on-pay — history, company’s computation
| 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.
CEO pay ratio
| Ratio (CEO : median employee) | 147 : 1 |
|---|---|
| CEO total compensation | $8,771,209 |
| Median employee compensation | — |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (43 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Roger Penske. DEF 14A, filed 2026-03-20. Section “Executive Compensation” · page 23. As printed: 8,771,209. View filing ↗
- Section 01, Robert Kurnick Jr.. DEF 14A, filed 2026-03-20. Section “Executive Compensation”. As printed: 2,838,247. View filing ↗
- Section 01, Shane Spradlin. DEF 14A, filed 2026-03-20. Section “Executive Compensation”. As printed: 2,166,615. View filing ↗
- Section 01, Shelley Hulgrave. DEF 14A, filed 2026-03-20. Section “Executive Compensation”. As printed: 2,150,864. View filing ↗
- Section 01, Bud Denker. DEF 14A, filed 2026-03-20. Section “Executive Compensation”. As printed: 2,104,484. View filing ↗
- Section 03, Bud Denker RSU. DEF 14A, filed 2026-03-20. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Shane Spradlin RSU. DEF 14A, filed 2026-03-20. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Robert Kurnick Jr. RSU. DEF 14A, filed 2026-03-20. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Shelley Hulgrave RSU. DEF 14A, filed 2026-03-20. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Roger Penske RSU. DEF 14A, filed 2026-03-20. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-20. Section “CEO Pay Ratio”. As printed: 147 : 1. View filing ↗
- Section 08, H. Brian Thompson. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 457,400. View filing ↗
- Section 08, Greg Smith. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 455,000. View filing ↗
- Section 08, Sandra Pierce. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 447,750. View filing ↗
- Section 08, Michael Eisenson. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 430,000. View filing ↗
- Section 08, Kimberly McWaters. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 424,241. View filing ↗
- Section 08, David Hoogendoorn. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 405,833. View filing ↗
- Section 08, Ray Scott. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 403,333. View filing ↗
- Section 08, Greg Penske. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 398,284. View filing ↗
- Section 08, Lisa Davis. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 369,122. View filing ↗
- Section 08, Wolfgang Dürheimer. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 330,000. View filing ↗
- Section 08, Ronald Steinhart. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 152,103. View filing ↗
- Section 08, John Barr. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 78,333. View filing ↗
- Section 08, Robert Kurnick Jr. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Roger Penske. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Yosuke Kawakami. DEF 14A, filed 2026-03-20. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-14. Item 5.07 · say-on-pay result. As reported: 99.08% (votes for as printed: 61,305,917). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-16. Item 5.07 · say-on-pay result. As reported: 98.77% (votes for as printed: 62,319,333). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-10. Item 5.07 · say-on-pay result. As reported: 98.48% (votes for as printed: 62,053,780). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 891,616 + equity 2,479,167 + all other 980,616 = 4,351,399, summed across the director compensation table rows.
- AutoNation, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-17. CEO total compensation as printed in AutoNation, Inc.'s own proxy. As printed: 34,391,069. View filing ↗
- Lithia Motors, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in Lithia Motors, Inc.'s own proxy. As printed: 15,895,468. View filing ↗
- Sonic Automotive, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-06. CEO total compensation as printed in Sonic Automotive, Inc.'s own proxy. As printed: 11,830,626. View filing ↗
- Group 1 Automotive, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Group 1 Automotive, Inc.'s own proxy. As printed: 11,120,439. View filing ↗
- Asbury Automotive Group, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-24. CEO total compensation as printed in Asbury Automotive Group, Inc.'s own proxy. As printed: 10,735,903. View filing ↗
- Penske Automotive Group, Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in Penske Automotive Group, Inc's own proxy. As printed: 8,771,209. View filing ↗
- Section 10a, Lithia Motors, Inc. reciprocity. DEF 14A. Lithia Motors, Inc. names Penske Automotive Group, Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, AutoNation, Inc. reciprocity. DEF 14A. AutoNation, Inc.'s most recent proxy was read; its disclosed peer group does not include Penske Automotive Group, Inc. View filing ↗
- Section 10a, Asbury Automotive Group, Inc. reciprocity. DEF 14A. Asbury Automotive Group, Inc. names Penske Automotive Group, Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Sonic Automotive, Inc. reciprocity. DEF 14A. Sonic Automotive, Inc. names Penske Automotive Group, Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Group 1 Automotive, Inc. reciprocity. DEF 14A. Group 1 Automotive, Inc. names Penske Automotive Group, Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗