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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance. The SEC requires 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 four years. Below you will find: (1) a table with four years of information on compensation “actually paid” to the Principal Executive Officer (“PEO”), 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 adjusted if applicable, as described below; (2) 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 produced record earnings in the past four years which 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
Adjusted
EBITDA (3)
Total
Shareholder
Return (2)
Peer Group Total
Shareholder
Return (2)
(In millions)
2023
$7,428,439
$21,781,594
$1,776,163
$3,614,328
$344.02
$253.43
$1,059
$1,694
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 in our Summary Compensation Table (SCT) for the applicable year (a) minus the grant date fair value of equity compensation in the SCT, (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
2023
$160.51
50,668
$8,132,721
196,088
$8,937,691
97,138
$2,282,743
$19,353,155
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)
2023
$160.51
7,485
$1,201,377
22,179
$1,010,907
10,676
$250,880
$2,463,165
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 and 2023, 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 10-K 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 the non-GAAP measures EBITDA and Adjusted EBITDA to the closest applicable GAAP measure, net income
Non-GAAP Reconciliations
Twelve Months Ended December 31,
(Amounts in Millions)
2023
2022
2021
2020
Net Income
$1,058.6
$1,386.2
$1,192.7
$545.3
Add: Depreciation
141.0
127.3
121.5
115.5
Other Interest Expense
92.6
70.4
68.6
111.0
Income Taxes
360.9
473.0
416.3
162.7
Income from Discontinued Operations, net of tax
(0.0)
(0.0)
(1.3)
(0.4)
EBITDA
$1,653.1
$2,056.9
$1,797.8
$934.1
Add: Goodwill Impairment
40.7
(0.0)
(0.0)
(0.0)
Adjusted EBITDA
$1,693.8
$2,056.9
$1,797.8
$934.1
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote
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 and 2023, Ms. Hulgrave.
     
Peer Group Issuers, Footnote
(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 10-K 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 $ 7,428,439 $ 7,300,613 $ 6,981,685 $ 5,979,555
PEO Actually Paid Compensation Amount $ 21,781,594 14,618,634 26,778,167 4,146,492
Adjustment To PEO Compensation, Footnote
(1)
By SEC rules, these amounts reflect the amount disclosed in our Summary Compensation Table (SCT) for the applicable year (a) minus the grant date fair value of equity compensation in the SCT, (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
2023
$160.51
50,668
$8,132,721
196,088
$8,937,691
97,138
$2,282,743
$19,353,155
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)
2023
$160.51
7,485
$1,201,377
22,179
$1,010,907
10,676
$250,880
$2,463,165
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 and 2023, Ms. Hulgrave.
     
Non-PEO NEO Average Total Compensation Amount $ 1,776,163 2,009,163 1,982,924 1,505,797
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,614,328 2,532,735 3,479,767 1,279,321
Adjustment to Non-PEO NEO Compensation Footnote
(1)
By SEC rules, these amounts reflect the amount disclosed in our Summary Compensation Table (SCT) for the applicable year (a) minus the grant date fair value of equity compensation in the SCT, (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
2023
$160.51
50,668
$8,132,721
196,088
$8,937,691
97,138
$2,282,743
$19,353,155
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)
2023
$160.51
7,485
$1,201,377
22,179
$1,010,907
10,676
$250,880
$2,463,165
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 and 2023, Ms. Hulgrave.
     
Compensation Actually Paid vs. Total Shareholder Return
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 as adjusted if applicable. We produced record earnings for our Company in the past four years as net income and Adjusted EBITDA have increased 143% and 105%, respectively over the four year period. 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 $160.51 on December 29, 2023, representing an increase in shareholder value based on our December 29, 2023 outstanding shares of over $7 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 214%, and 100%, respectively, over the four year period, as compared to an increase of total shareholder return of 244%.

As noted in the table above, our total shareholder return over the four years increased 244% as compared to a 153% increase by our Peer Group.
     
Compensation Actually Paid vs. Net Income
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 as adjusted if applicable. We produced record earnings for our Company in the past four years as net income and Adjusted EBITDA have increased 143% and 105%, respectively over the four year period. 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 $160.51 on December 29, 2023, representing an increase in shareholder value based on our December 29, 2023 outstanding shares of over $7 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 214%, and 100%, respectively, over the four year period, as compared to an increase of total shareholder return of 244%.

     
Compensation Actually Paid vs. Company Selected Measure
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 as adjusted if applicable. We produced record earnings for our Company in the past four years as net income and Adjusted EBITDA have increased 143% and 105%, respectively over the four year period. 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 $160.51 on December 29, 2023, representing an increase in shareholder value based on our December 29, 2023 outstanding shares of over $7 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 214%, and 100%, respectively, over the four year period, as compared to an increase of total shareholder return of 244%.

     
Total Shareholder Return Vs Peer Group
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 as adjusted if applicable. We produced record earnings for our Company in the past four years as net income and Adjusted EBITDA have increased 143% and 105%, respectively over the four year period. 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 $160.51 on December 29, 2023, representing an increase in shareholder value based on our December 29, 2023 outstanding shares of over $7 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 214%, and 100%, respectively, over the four year period, as compared to an increase of total shareholder return of 244%.

As noted in the table above, our total shareholder return over the four years increased 244% as compared to a 153% increase by our Peer Group.
     
Tabular List, Table
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
Adjusted EBITDA
Earnings Per Share
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). Our 2023 performance plans include metrics for EBITDA, EPS, and stock price performance, which collectively could represent more than 50% 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 (as adjusted if applicable), EPS (as adjusted if applicable) and net income.
     
Total Shareholder Return Amount $ 344.02 241.76 221.35 120.06
Peer Group Total Shareholder Return Amount 253.43 174.37 200.63 152.87
Net Income (Loss) $ 1,058,600,000 $ 1,386,200,000 $ 1,192,700,000 $ 545,300,000
Company Selected Measure Amount 1,694,000,000 2,057,000,000 1,798,000,000 934,000,000
PEO Name Mr. Penske Mr. Penske Mr. Penske Mr. Penske
Depreciation $ 141,000,000 $ 127,300,000 $ 121,500,000 $ 115,500,000
Interest Expense, Other 92,600,000 70,400,000 68,600,000 111,000,000
Income Tax Expense (Benefit) 360,900,000 473,000,000 416,300,000 162,700,000
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent 0 0 1,300,000 400,000
EBITDA 1,653,100,000 2,056,900,000 1,797,800,000 934,100,000
Goodwill, Impairment Loss 40,700,000 0 0 0
Adjusted EBITDA $ 1,693,800,000 $ 2,056,900,000 $ 1,797,800,000 $ 934,100,000
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description
(3)
The following table reconciles the non-GAAP measures EBITDA and Adjusted EBITDA to the closest applicable GAAP measure, net income
Non-GAAP Reconciliations
Twelve Months Ended December 31,
(Amounts in Millions)
2023
2022
2021
2020
Net Income
$1,058.6
$1,386.2
$1,192.7
$545.3
Add: Depreciation
141.0
127.3
121.5
115.5
Other Interest Expense
92.6
70.4
68.6
111.0
Income Taxes
360.9
473.0
416.3
162.7
Income from Discontinued Operations, net of tax
(0.0)
(0.0)
(1.3)
(0.4)
EBITDA
$1,653.1
$2,056.9
$1,797.8
$934.1
Add: Goodwill Impairment
40.7
(0.0)
(0.0)
(0.0)
Adjusted EBITDA
$1,693.8
$2,056.9
$1,797.8
$934.1
     
Measure:: 3        
Pay vs Performance Disclosure        
Name Earnings Per Share      
Measure:: 4        
Pay vs Performance Disclosure        
Name Stock Price Performance      
PEO [Member]        
Pay vs Performance Disclosure        
Share Price $ 160.51 $ 114.93 $ 107.22 $ 59.39
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 50,668 86,498 143,340 44,456
Other Shares Outstanding 196,088 206,728 150,284 187,057
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares 97,138 86,896 81,229 83,529
PEO [Member] | Total Stock Compensation Actually Paid [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 19,353,155 $ 12,318,021 $ 24,796,482 $ 3,166,937
PEO [Member] | Granted Shares Fair Value at 12/31 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,132,721 9,941,215 15,368,915 2,640,242
PEO [Member] | Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,937,691 1,593,873 7,188,084 1,715,313
PEO [Member] | Vested Shares Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 2,282,743 $ 782,933 $ 2,239,484 $ (1,188,618)
Non-PEO NEO [Member]        
Pay vs Performance Disclosure        
Share Price $ 160.51 $ 114.93 $ 107.22 $ 59.39
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 7,485 9,291 15,094 5,557
Other Shares Outstanding 22,179 23,563 16,366 21,441
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares 10,676 9.287 10,220 9,005
Non-PEO NEO [Member] | Total Stock Compensation Actually Paid [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 2,463,165 $ 1,336,068 $ 2,468,307 $ 398,524
Non-PEO NEO [Member] | Granted Shares Fair Value at 12/31 [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,201,377 1,067,843 1,638,777 300,045
Non-PEO NEO [Member] | Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,010,907 181,673 782,786 196,616
Non-PEO NEO [Member] | Vested Shares Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 250,880 $ 86,552 $ 281,760 $ (128,138)