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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance. In 2022, the SEC adopted new disclosure requirements for issuers which require us to present the following disclosures of our “pay versus performance”. These disclosures are intended to show the relationship of the compensation we paid to certain of our executives compared to our financial performance over the past three years. Below you will find: (1) a new table with three years of information on compensation “actually paid” to the Principal Executive Officer, which is our CEO, and our other NEOs for the applicable years on average as a group, as well as Total Shareholder Return (“TSR”), net income and EBITDA, as described below; (2) new disclosures explaining the relationship between compensation “actually paid” and the performance measures disclosed in the Pay versus Performance Table; and (3) a tabular list of financial performance measures we use to link compensation “actually paid” to NEOs for the last fiscal year to our performance. Our Company has produced record earnings in the past two years which has resulted in a substantial increase in our stock price. The SEC’s definition of compensation “actually paid” includes the increase in value of unvested restricted stock held by our NEOs which vest over four years with 70% of any award vesting in the third and fourth years. As a result, compensation “actually paid” pursuant to the SEC’s definition of that term has increased significantly over that time as a result of appreciation in the value of unvested restricted stock. Our NEOs may or may not receive the full economic benefit of the compensation showed as “actually paid” depending on the stock price at the time of vest of the restricted stock despite the characterization of such compensation being “actually paid” pursuant to SEC rules.
Pay Versus Performance Table
Year
Summary
Compensation
Table Total for
PEO
Compensation
Actually Paid to
PEO (1)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
Average
Compensation
Actually Paid to
Non-PEO
NEOs (1)
Value of Initial Fixed $100
Investment Based On:
Net Income
EBITDA (3)
Total
Shareholder
Return (2)
Peer Group Total
Shareholder
Return (2)
(In millions)
2022
$7,300,613
$14,618,634
$2,009,163
$2,532,735
$241.76
$174.37
$1,386
$2,057
2021
6,981,685
26,778,167
1,982,924
3,479,767
221.35
200.63
1,193
1,798
2020
5,979,555
4,146,492
1,505,797
1,279,321
120.06
152.87
545
934
 
 
 
 
 
 
 
 
 
(1)
By SEC rules, these amounts reflect the amount disclosed above in our Summary Compensation Table (a) minus the grant date fair value of equity compensation in the Summary Compensation Table, (b) plus year-end fair value of stock awards granted in the year that were outstanding and unvested as of the end of year, (c) plus the change as of year-end in fair value of prior year awards that were outstanding and unvested as of the end of year or, for awards vesting in that year, the change in fair value of those awards as of the vesting date. The other elements required to be disclosed pursuant to SEC rules in the definition of compensation “actually paid” are inapplicable to our NEO compensation. The calculations for (b) and (c) are as follows:
Year
Share Price
at 12/31
Shares
Granted
Granted
Shares Fair
Value at
12/31
Other Shares
Outstanding
Change in
Fair Value
Shares
Vested
Vested
Shares
Change in
Fair Value
Total Stock
Compensation
Actually Paid
PEO
2022
$114.93
86,498
$9,941,215
206,728
$1,593,873
86,896
$782,933
$12,318,021
2021
107.22
143,340
15,368,915
150,284
7,188,084
81,229
2,239,484
24,796,482
2020
59.39
44,456
2,640,242
187,057
1,715,313
83,529
(1,188,618)
3,166,937
Other
NEOs
(Fair values
represent
averages)
2022
114.93
9,291
1,067,843
23,563
181,673
9.287
86,552
1,336,068
2021
107.22
15,094
1,638,777
16,366
782,786
10,220
281,760
2,468,307
2020
59.39
5,557
300,045
21,441
196,616
9,005
(128,138)
398,524
The PEO whose compensation is represented in each year is Mr. Penske. Messrs. Denker, Kurnick and Spradlin are included in the NEO averages for each year. Also included in the NEO average in 2020 was J.D. Carlson, our former CFO, in 2021 both Mr. Carlson and Ms. Hulgrave, and, for 2022, Ms. Hulgrave.
(2)
Total shareholder return measures the change in value of our common stock, adjusted to include dividends received by our shareholders over the period. Our peer group for purposes of the peer group total shareholder return disclosure is the same as the one identified in Item 5 of our annual report on Form 10K and consists of the following companies, each of which principally conducts automotive retail operations: Asbury Automotive Group, Inc., AutoNation, Inc., Group 1 Automotive, Inc., Lithia Motors, Inc., and Sonic Automotive, Inc. (the “Peer Group”).
(3)
The following table reconciles this non-GAAP measure to the closest applicable GAAP measure, net income
Non-GAAP Reconciliations
Twelve Months Ended December 31,
(Amounts in Millions)
2022
2021
2020
Net Income
$1,386.2
$1,192.7
$545.3
Add: Depreciation
127.3
121.5
115.5
Other Interest Expense
70.4
68.6
111.0
Income Taxes
473.0
416.3
162.7
Income from Discontinued Operations, net of tax
(0.0)
(1.3)
(0.4)
EBITDA
$2,056.9
$1,797.8
$934.1
   
Company Selected Measure Name EBITDA    
Named Executive Officers, Footnote [Text Block] Messrs. Denker, Kurnick and Spradlin are included in the NEO averages for each year. Also included in the NEO average in 2020 was J.D. Carlson, our former CFO, in 2021 both Mr. Carlson and Ms. Hulgrave, and, for 2022, Ms. Hulgrave.    
Peer Group Issuers, Footnote [Text Block]
(2)
Total shareholder return measures the change in value of our common stock, adjusted to include dividends received by our shareholders over the period. Our peer group for purposes of the peer group total shareholder return disclosure is the same as the one identified in Item 5 of our annual report on Form 10K and consists of the following companies, each of which principally conducts automotive retail operations: Asbury Automotive Group, Inc., AutoNation, Inc., Group 1 Automotive, Inc., Lithia Motors, Inc., and Sonic Automotive, Inc. (the “Peer Group”).
   
PEO Total Compensation Amount $ 7,300,613 $ 6,981,685 $ 5,979,555
PEO Actually Paid Compensation Amount $ 14,618,634 26,778,167 4,146,492
Adjustment To PEO Compensation, Footnote [Text Block]
(1)
By SEC rules, these amounts reflect the amount disclosed above in our Summary Compensation Table (a) minus the grant date fair value of equity compensation in the Summary Compensation Table, (b) plus year-end fair value of stock awards granted in the year that were outstanding and unvested as of the end of year, (c) plus the change as of year-end in fair value of prior year awards that were outstanding and unvested as of the end of year or, for awards vesting in that year, the change in fair value of those awards as of the vesting date. The other elements required to be disclosed pursuant to SEC rules in the definition of compensation “actually paid” are inapplicable to our NEO compensation. The calculations for (b) and (c) are as follows:
Year
Share Price
at 12/31
Shares
Granted
Granted
Shares Fair
Value at
12/31
Other Shares
Outstanding
Change in
Fair Value
Shares
Vested
Vested
Shares
Change in
Fair Value
Total Stock
Compensation
Actually Paid
PEO
2022
$114.93
86,498
$9,941,215
206,728
$1,593,873
86,896
$782,933
$12,318,021
2021
107.22
143,340
15,368,915
150,284
7,188,084
81,229
2,239,484
24,796,482
2020
59.39
44,456
2,640,242
187,057
1,715,313
83,529
(1,188,618)
3,166,937
Other
NEOs
(Fair values
represent
averages)
2022
114.93
9,291
1,067,843
23,563
181,673
9.287
86,552
1,336,068
2021
107.22
15,094
1,638,777
16,366
782,786
10,220
281,760
2,468,307
2020
59.39
5,557
300,045
21,441
196,616
9,005
(128,138)
398,524
The PEO whose compensation is represented in each year is Mr. Penske. Messrs. Denker, Kurnick and Spradlin are included in the NEO averages for each year. Also included in the NEO average in 2020 was J.D. Carlson, our former CFO, in 2021 both Mr. Carlson and Ms. Hulgrave, and, for 2022, Ms. Hulgrave.
   
Non-PEO NEO Average Total Compensation Amount $ 2,009,163 1,982,924 1,505,797
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,532,735 3,479,767 1,279,321
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(1)
By SEC rules, these amounts reflect the amount disclosed above in our Summary Compensation Table (a) minus the grant date fair value of equity compensation in the Summary Compensation Table, (b) plus year-end fair value of stock awards granted in the year that were outstanding and unvested as of the end of year, (c) plus the change as of year-end in fair value of prior year awards that were outstanding and unvested as of the end of year or, for awards vesting in that year, the change in fair value of those awards as of the vesting date. The other elements required to be disclosed pursuant to SEC rules in the definition of compensation “actually paid” are inapplicable to our NEO compensation. The calculations for (b) and (c) are as follows:
Year
Share Price
at 12/31
Shares
Granted
Granted
Shares Fair
Value at
12/31
Other Shares
Outstanding
Change in
Fair Value
Shares
Vested
Vested
Shares
Change in
Fair Value
Total Stock
Compensation
Actually Paid
PEO
2022
$114.93
86,498
$9,941,215
206,728
$1,593,873
86,896
$782,933
$12,318,021
2021
107.22
143,340
15,368,915
150,284
7,188,084
81,229
2,239,484
24,796,482
2020
59.39
44,456
2,640,242
187,057
1,715,313
83,529
(1,188,618)
3,166,937
Other
NEOs
(Fair values
represent
averages)
2022
114.93
9,291
1,067,843
23,563
181,673
9.287
86,552
1,336,068
2021
107.22
15,094
1,638,777
16,366
782,786
10,220
281,760
2,468,307
2020
59.39
5,557
300,045
21,441
196,616
9,005
(128,138)
398,524
The PEO whose compensation is represented in each year is Mr. Penske. Messrs. Denker, Kurnick and Spradlin are included in the NEO averages for each year. Also included in the NEO average in 2020 was J.D. Carlson, our former CFO, in 2021 both Mr. Carlson and Ms. Hulgrave, and, for 2022, Ms. Hulgrave.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The following tables show the relationship between (1) compensation “actually paid” to our CEO and the other NEOs to (2) each of total shareholder return, net income and EBITDA. We have produced record earnings for our Company in the past two years as net income and EBITDA have increased 154% and 120%, respectively. Compensation “actually paid” has increased over that time as well, most significantly due to the increase in value of the NEOs’ restricted stock holdings, which vest over four years with 70% of any award vesting in the third and fourth years. Our stock price has increased from $50.22 on December 31, 2019 to $114.93 on December 30, 2022, representing an increase in shareholder value based on our December 30, 2022 outstanding shares of over $4.5 billion. Excluding the increase in the value of unvested restricted stock, compensation “actually paid” for our CEO, and the other NEOs (consisting of salary, bonus, other compensation and the vesting of restricted stock) increased 211%, and 89%, respectively, over the three year period, as compared to an increase of total shareholder return of 242%.
graphic

As noted in the table above, our total shareholder return over the last three years increased 242% as compared to a 174% increase by our Peer Group. We believe we trailed our peer group in our 2020 shareholder return given our large exposure to the U.K. economy, which experienced more prolonged dealerships closures than the U.S. in response to the COVID-19 pandemic. Over the last two years, however, our total shareholder return was among the highest in the Peer Group, we believe, due in part to our diversification strategy and record financial performance.
   
Compensation Actually Paid vs. Net Income [Text Block]
The following tables show the relationship between (1) compensation “actually paid” to our CEO and the other NEOs to (2) each of total shareholder return, net income and EBITDA. We have produced record earnings for our Company in the past two years as net income and EBITDA have increased 154% and 120%, respectively. Compensation “actually paid” has increased over that time as well, most significantly due to the increase in value of the NEOs’ restricted stock holdings, which vest over four years with 70% of any award vesting in the third and fourth years. Our stock price has increased from $50.22 on December 31, 2019 to $114.93 on December 30, 2022, representing an increase in shareholder value based on our December 30, 2022 outstanding shares of over $4.5 billion. Excluding the increase in the value of unvested restricted stock, compensation “actually paid” for our CEO, and the other NEOs (consisting of salary, bonus, other compensation and the vesting of restricted stock) increased 211%, and 89%, respectively, over the three year period, as compared to an increase of total shareholder return of 242%.
graphic
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The following tables show the relationship between (1) compensation “actually paid” to our CEO and the other NEOs to (2) each of total shareholder return, net income and EBITDA. We have produced record earnings for our Company in the past two years as net income and EBITDA have increased 154% and 120%, respectively. Compensation “actually paid” has increased over that time as well, most significantly due to the increase in value of the NEOs’ restricted stock holdings, which vest over four years with 70% of any award vesting in the third and fourth years. Our stock price has increased from $50.22 on December 31, 2019 to $114.93 on December 30, 2022, representing an increase in shareholder value based on our December 30, 2022 outstanding shares of over $4.5 billion. Excluding the increase in the value of unvested restricted stock, compensation “actually paid” for our CEO, and the other NEOs (consisting of salary, bonus, other compensation and the vesting of restricted stock) increased 211%, and 89%, respectively, over the three year period, as compared to an increase of total shareholder return of 242%.
graphic
   
Total Shareholder Return Vs Peer Group [Text Block]
The following tables show the relationship between (1) compensation “actually paid” to our CEO and the other NEOs to (2) each of total shareholder return, net income and EBITDA. We have produced record earnings for our Company in the past two years as net income and EBITDA have increased 154% and 120%, respectively. Compensation “actually paid” has increased over that time as well, most significantly due to the increase in value of the NEOs’ restricted stock holdings, which vest over four years with 70% of any award vesting in the third and fourth years. Our stock price has increased from $50.22 on December 31, 2019 to $114.93 on December 30, 2022, representing an increase in shareholder value based on our December 30, 2022 outstanding shares of over $4.5 billion. Excluding the increase in the value of unvested restricted stock, compensation “actually paid” for our CEO, and the other NEOs (consisting of salary, bonus, other compensation and the vesting of restricted stock) increased 211%, and 89%, respectively, over the three year period, as compared to an increase of total shareholder return of 242%.
graphic

As noted in the table above, our total shareholder return over the last three years increased 242% as compared to a 174% increase by our Peer Group. We believe we trailed our peer group in our 2020 shareholder return given our large exposure to the U.K. economy, which experienced more prolonged dealerships closures than the U.S. in response to the COVID-19 pandemic. Over the last two years, however, our total shareholder return was among the highest in the Peer Group, we believe, due in part to our diversification strategy and record financial performance.
   
Tabular List [Table Text Block]
We are required under SEC rules to also disclose the most important financial performance measures that link compensation “actually paid” to our NEOs (which amounts are shown in the table above using the SEC’s methodology) to Company performance. We believe those metrics are as follows:
Financial Performance
Measures
Net Income
EBITDA
Earnings Per Share
Operating Margin
Stock Price Performance
We selected these measures because we believe our compensation “actually paid” is most influenced by two factors: (1) the amount of restricted stock granted to our NEOs under the annual performance plans over the relevant period and (2) the change in our stock price over time (see footnote 1 to the Pay Verses Performance Table above). The largest components of our performance plans are EBITDA, EPS, operating margin and stock price performance, which collectively represent up to two-thirds of the total amount available under the plans. We believe the change in our stock price over time is correlated most closely to the financial performance measures EBITDA, EPS and net income.
   
Total Shareholder Return Amount $ 241.76 221.35 120.06
Peer Group Total Shareholder Return Amount 174.37 200.63 152.87
Net Income (Loss) 1,386,200,000 1,192,700,000 545,300,000
Depreciation 127,300,000 121,500,000 115,500,000
Other Interest Expense 70,400,000 68,600,000 111,000,000
Income Taxes 473,000,000 416,300,000 162,700,000
Income from Discontinued Operations, net of tax $ 0 $ (1,300,000) $ (400,000)
Company Selected Measure Amount 2,056,900,000 1,797,800,000 934,100,000
PEO Name Mr. Penske    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Net Income    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name EBITDA    
Non-GAAP Measure Description [Text Block]
(3)
The following table reconciles this non-GAAP measure to the closest applicable GAAP measure, net income
Non-GAAP Reconciliations
Twelve Months Ended December 31,
(Amounts in Millions)
2022
2021
2020
Net Income
$1,386.2
$1,192.7
$545.3
Add: Depreciation
127.3
121.5
115.5
Other Interest Expense
70.4
68.6
111.0
Income Taxes
473.0
416.3
162.7
Income from Discontinued Operations, net of tax
(0.0)
(1.3)
(0.4)
EBITDA
$2,056.9
$1,797.8
$934.1
   
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Earnings Per Share    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Margin    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Stock Price Performance    
PEO [Member]      
Pay vs Performance Disclosure [Table]      
Share Price $ 114.93 $ 107.22 $ 59.39
Shares Granted 86,498 143,340 44,456
Other Shares Outstanding 206,728 150,284 187,057
Shares Vested 86,896 81,229 83,529
PEO [Member] | Adjustment for Total Stock Compensation Actually Paid [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 12,318,021 $ 24,796,482 $ 3,166,937
PEO [Member] | Adjustment for Granted Shares Fair Value at 12/31 [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,941,215 15,368,915 2,640,242
PEO [Member] | Adjustment for Other Shared Outstanding Change in Fair Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,593,873 7,188,084 1,715,313
PEO [Member] | Adjustment for Vested Shares Change in Fair Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 782,933 $ 2,239,484 $ (1,188,618)
Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Share Price $ 114.93 $ 107.22 $ 59.39
Shares Granted 9,291 15,094 5,557
Other Shares Outstanding 23,563 16,366 21,441
Shares Vested 9.287 10,220 9,005
Non-PEO NEO [Member] | Adjustment for Total Stock Compensation Actually Paid [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 1,336,068 $ 2,468,307 $ 398,524
Non-PEO NEO [Member] | Adjustment for Granted Shares Fair Value at 12/31 [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,067,843 1,638,777 300,045
Non-PEO NEO [Member] | Adjustment for Other Shared Outstanding Change in Fair Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 181,673 782,786 196,616
Non-PEO NEO [Member] | Adjustment for Vested Shares Change in Fair Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 86,552 $ 281,760 $ (128,138)