lkq-20240321

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to the owners of our stock. All stockholders have the ability to access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the internet or to request a printed copy of our proxy materials may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form on an ongoing basis. We believe this process should expedite your receipt of our proxy materials and reduce the environmental impact of the 2024 Annual Meeting. We are mailing the Notice of Internet Availability of Proxy Materials to our stockholders on or about March 22, 2024.

Beginning 10 minutes prior to, and during, the 2024 Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at www.virtualshareholdermeeting.com/LKQ2024. In addition, information on how to obtain access to the list of stockholders of record entitled to vote at the 2024 Annual Meeting for any purpose germane to the meeting will be available during the ten days preceding the 2024 Annual Meeting by following the instructions on our website at https://investor.lkqcorp.com under the heading “Stockholder Meeting.” Stockholders submitting any such request will be asked to include the 16-digit control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials previously mailed or made available to stockholders entitled to vote at the 2024 Annual Meeting.

If you are a stockholder of record and you elect to receive your proxy materials by mail, you can vote by marking, dating and signing your proxy card exactly as your name appears on the card and returning it by mail in the postage-paid envelope that will be provided to you. If you hold your shares in street name and you elect to receive your proxy materials by mail, you can vote by completing and mailing the voting instruction form that will be provided by your bank, broker or other nominee. You should mail the proxy card or voting instruction form in plenty of time to allow delivery prior to the meeting. Do not mail the proxy card or voting instruction form if you are voting over the internet or by telephone.

The presence at the 2024 Annual Meeting, virtually or represented by proxy, of a majority of the outstanding shares of our common stock as of the record date will constitute a quorum for the transaction of business at the 2024 Annual Meeting. Shares represented by “broker non-votes” and by proxies marked “abstain” are counted in determining whether a quorum is present for the transaction of business at the 2024 Annual Meeting. A “broker non-vote” is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on a particular proposal.

For Proposal No. 1 - Election of our Board of Directors, you may vote “for,” “against” or “abstain” with respect to the election of each director. In an uncontested election, each director will be elected by a vote of the majority of the votes cast. A majority of votes cast means the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director. We will not treat as a vote cast any share that is otherwise present at the meeting (a) for which there is an abstention, or (b) as to which a stockholder gives no authority or direction. In a contested election, the directors will be elected by a plurality of the votes cast, meaning the nine directors receiving the largest number of “for” votes will be elected. A contested election is one in which the number of nominees exceeds the number of directors to be elected.

In an uncontested election, a nominee who does not receive a majority of the votes cast "for such nominee's election" will not be elected. If a nominee for director is not elected and the nominee is an incumbent director, the director must tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. Normally, the Governance/Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Governance/Nominating Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Governance/Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders their resignation will not participate in the recommendation of the Governance/Nominating Committee or the decision of the Board of Directors with respect to their resignation.

For Proposals No. 2, 3, and 4, you may vote “for,” “against” or “abstain” with respect to each proposal. Proposals 2 and 3 will be decided by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter. Proposal No. 3 is an advisory vote only. Proposal 4 will be decided by the affirmative vote of a majority of the outstanding voting power entitled to vote on the matter. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders other than elections of directors. Thus, an abstention from voting on a matter has the same legal effect as a vote against that matter. Broker non-votes are counted as present, but are deemed not entitled to vote on proposals for which brokers do not have discretionary authority and, therefore, have no effect, other than to reduce the number of affirmative votes needed to approve a proposal except with respect to Proposal 4. Broker non-votes will have the same effect as a vote against Proposal 4.

After the business portion of the 2024 Annual Meeting concludes and the meeting is adjourned, we will hold a question and answer session during which we intend to answer questions submitted during the meeting that are pertinent to the Company and the items being brought before the stockholder vote at the 2024 Annual Meeting, as time permits and in accordance with our Rules of Conduct for the 2024 Annual Meeting. Questions and answers will be grouped by topic and substantially similar questions will be answered only once. To promote fairness and efficient use of the Company’s resources, we will respond to no more than two questions from any single stockholder.


Board Evaluations			Our Board regularly evaluates individual board member performance and overall board and committee performance and practices and takes action to enhance and strengthen board functioning.
Board Leadership			To support effective board oversight, we have different persons in the roles of Chairman of the Board and Chief Executive Officer, and we have independent committee chairs. The Company plans to continue to utilize this board oversight structure through the date of our Annual Meeting of Stockholders in May 2025.
Risk Oversight and Financial Reporting			Our Board seeks to provide robust oversight of current and potential risks facing our Company and its business and to demonstrate strong financial reporting practices.
Board Independence			Seven of our nine board nominees are independent; the Audit Committee, Compensation and Human Capital Committee and Governance/Nominating Committee consist entirely of independent directors.
Stock Ownership Guidelines			We have stock ownership guidelines for our directors and executive officers to further align their interests with those of our stockholders.
No Pledging or Hedging of Company Securities			Under our insider trading policy, our directors and executive officers are prohibited from pledging or hedging our Company’s securities.
Board Refreshment and Board Quality			Our Board is committed to practices that create an effective mix of useful expertise and fresh perspectives, including the thoughtful refreshment of the Board when appropriate. The Board has added five new directors, including two women, since August 2018. Our Board also considers whether our public disclosures effectively convey the strength and quality of our Board and board practices. We also provide strong new director orientation programs and on-going director education and tutorials and encourage our directors to attend continuing education programs.
Annual Director Elections			All directors are elected annually for one-year terms.
Majority Voting for Director Elections			Our Bylaws provide for a majority voting standard in uncontested elections, and further require that a director who fails to receive a majority vote must tender his or her resignation to the Board.
Proxy Access			We have implemented proxy access, which permits an eligible stockholder to nominate and include in our proxy materials director nominees (subject to the requirements specified in our Bylaws).

Our mission is to be the leading global value-added and sustainable distributor of vehicle parts and accessories by offering our customers the most comprehensive, available and cost-effective selection of parts and service solutions while building strong partnerships with our employees and the communities in which we operate. Achieving our mission requires superior performance across numerous specialties. LKQ currently has operations in North America, Europe and Taiwan and regularly considers appropriate expansion strategies. We have attempted to include nominees to our Board of Directors that have the relevant experiences, qualifications, attributes and skills to help support our mission. The following matrix provides information regarding the experiences, qualifications, attributes and skills of our nominees. The matrix does not encompass all the experiences, qualifications, attributes and skills of our nominees, and the fact that a particular experience, qualification, attribute or skill is not listed does not mean that a nominee does not possess it. In addition, the absence of a particular experience, qualification, attribute or skill with respect to any of our nominees does not mean the nominee in question would be unable to contribute to the decision-making process in that area. We believe that our nominees' diverse experiences, qualifications, attributes and skills will enhance the quality and effectiveness of the deliberations and decision-making by our Board.

LKQ Board of Directors
(in reverse order of tenure)

Justin Jude

Xavier Urbain

Patrick Berard

Meg Divitto

John Mendel

Jody Miller

Dominick Zarcone

(CEO)

Guhan Subramanian

Blythe McGarvie

Governance Criteria

Independent Director

Experiential Criteria

Executive Leadership

Automotive Industry

Digital Technology

Operations

Treasury/Capital Allocation/Corporate Development

Finance/Accounting/Auditing

Government Relations/Regulatory

Human Capital Management/Compensation

Corporate Governance

International Experience

Supply Chain/Logistics

Risk Assessment and Management

Investor Relations

Other Information

Other Current Public Company Boards

Age

Tenure (years)

—

4.3

4.5

5.6

6.8

11.2

12.1

Born Outside of the United States

Nine directors are to be elected at the 2024 Annual Meeting. We have designated the persons named below as nominees for election as directors. If elected, they will serve for a term expiring at our annual meeting of stockholders in 2025 or until their successors are elected and qualified or until their earlier death, resignation, disqualification or removal. All the nominees (except Mr. Jude) are serving as directors as of the date of this Proxy Statement. Unless you otherwise instruct us, your properly executed proxy that is returned in a timely manner will be voted for election of these nine nominees. If, however, any of these nominees should be unable or should fail to act as a nominee because of an unexpected occurrence, your proxy will be voted for such other person as the holders of your proxy, acting in their discretion, may determine. In the alternative, the Board of Directors may reduce the number of directors to be elected.

In connection with the Company’s March 4, 2024 Board meeting, Mr. Holsten informed the Company of his decision to retire and not to stand for re-election at the 2024 Annual Meeting. Mr. Holsten will continue to serve as a director until his retirement from the Board on May 7, 2024. In recognition of Mr. Holsten’s service to the Company and to continue to benefit from his counsel, the Board has designated Mr. Holsten as a board observer of the Company, effective immediately following his retirement. As a board observer, Mr. Holsten will no longer be a voting member of the Board and will no longer have fiduciary responsibilities; however, he may attend board and committee meetings in an advisory capacity.

Background and Prior Experience: In February 2023, Mr. Berard joined the board of directors of thyssenkrupp AG, a publicly traded German industrial engineering and steel production multinational conglomerate. Mr. Berard was the Chief Executive Officer and Director from July 2016 through August 2021 of Rexel Group, a Paris-based worldwide company in the professional multichannel distribution of electrical products and services for the energy world. He joined Rexel in 2003 as Senior Vice President of Rexel France, becoming Senior Vice President for Southern Europe (France, Italy, Spain and Portugal) in 2007, and then assuming additional responsibility for Belgium and Luxembourg in 2013. He was appointed Senior Vice President Europe in 2015. Before joining Rexel, Mr. Berard held a variety of leadership positions for European businesses including CEO of Pinault Bois & Matériaux (a distributor of building materials) from 2002 to 2003, Chief Operating Officer at Antalis (a distributor of paper and packaging solutions) from 1999 to 2001, Group Vice-President of Europe and a member of the Executive Committee of Kodak Polychrome Graphics (a manufacturer of graphic arts printing equipment) from 1988 to 1999, Strategic Development Director for Industry and Engineering at Thomson SARL in 1987, and seven years as a consultant with McKinsey & Company. Mr. Berard holds a PhD in economics from the University of Grenoble.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Berard should serve as a director of LKQ include his leadership skills and operational experience most recently through his Chief Executive Officer position at Rexel Group. The Board and LKQ expect to continue to benefit in particular from his deep knowledge of the distribution industry and his experience leading global companies with an emphasis on operations in Europe. Through his leadership positions, Mr. Berard has also gained relevant experience in the areas of digital technology, mergers and acquisitions, corporate governance and investor relations.

Background and Prior Experience: Ms. Divitto co-founded The Mobility Collaboration Corp. in 2020, which focuses on the mobility of the person, the future of mobility and the accompanying business models. Since May 2013, she also has been the principal of Divitto Design Group, a consulting company that serves start-ups and start-overs and engages in design thinking in the Internet of Things (IoT). Prior thereto, she worked for IBM Corporation in a variety of executive roles, including most recently as Vice President, IoT Future Solutions and Technologies (including responsibility for the IBM connected vehicle & other IOT program P&L’s) from September 2002 until she retired in May 2015. Ms. Divitto also held executive and engineering positions with Delphi Product & Service Solutions in 2002 as a Product Director in the aftermarket sector; with Motorola Solutions, Inc. from June 1994 to February 2002 in a variety of roles culminating as Product Director with a focus on telematics; and with General Motors as a System Engineer from June 1989 to June 1994. Ms. Divitto received a B.S. in Electrical Engineering from the General Motors Engineering and Management Institute and an M.S. in Engineering Management from the University of Michigan.

Key Skillset: The specific experience, qualifications, attributes, and skills that led to the conclusion that Ms. Divitto should serve as a director of LKQ include her extensive experience in the automotive industry, in particular relating to connected car and other advanced technologies dealing with mobility. In her various senior executive roles, she also has been responsible for other areas relevant to LKQ’s business, including operations, digital technology and product development. In addition, Ms. Divitto has had oversight responsibilities of foreign operations, which is valuable to the Board of Directors in its efforts to manage LKQ’s international footprint.

Background and Prior Experience: Mr. Jude became our Executive Vice President and Chief Operating Officer in January 2024. Prior to this role, Mr. Jude was our Senior Vice President of Operations - Wholesale Parts Division since July 2015. Mr. Jude has been with us since February 2004 in various roles, including from March 2008 to February 2011 as Vice President - Supply Chain, from February 2011 to May 2014 as Vice President - Information Systems (North America), and from June 2014 to July 2015 as President of Keystone Automotive Operations, Inc., our specialty automotive business. In November 2023, our Board approved a leadership succession plan pursuant to which Mr. Jude will be appointed President and Chief Executive Officer of the Company effective July 1, 2024. Mr. Jude is a member of the Board of Directors of MEKO AB, an automotive spare parts chain in the Nordic region, of which we own approximately 26.6%.

Background and Prior Experience: Ms. McGarvie has served in four C-suite roles: CEO of LIF Group, CFO of Société BIC, CFO of Fortune 500 company Hannaford Bros., and CAO of Sara Lee Corporation. Ms. McGarvie is a highly successful leader with a proven track record of increasing shareholder value at these companies as well as where she serves as a member of the Board of Directors. Her financial expertise is complimented with leading technology effectiveness in corporate roles and teaching Financial Reporting and Controls at Harvard Business School on a full-time basis for several years. She currently serves as a member of the Board at Cineworld, Sonoco, Apple Hospitality REIT, as well as the privately held Wawa, Inc. She previously served on the boards of Accenture, Pepsi Bottling Group, Viacom, and Travelers.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Ms. McGarvie should serve as a director of LKQ include her significant experience in the fields of finance and accounting and her international experience. In addition, she has served on publicly-traded companies as a board member since 2001 and has considerable experience with corporate governance matters. Ms. McGarvie’s MBA with a concentration in accounting and marketing, her status as a Certified Public Accountant and her business experience as a Chief Financial Officer qualify her as an audit committee financial expert. Ms. McGarvie also has technology experience through her participation in Accenture’s digital technology transformation and her development of the global technology strategy for BIC Group while serving as its Chief Financial Officer.

Background and Prior Experience: Mr. Mendel was the Executive Vice President, Automotive Division, of American Honda Motor Company from November 2004 until his retirement in April 2017, where he was responsible for Automotive business sales, marketing, product development, public relations, vehicle planning, logistics and distribution. Prior to Honda, he worked for Ford Motor Company from July 1976 to November 2004, including in a variety of roles related to field operations and commercial marketing across the Ford, Lincoln and Mercury brands, before serving as Chief Operating Officer of Mazda America from 2001 to 2004. He received a B.A. in business and economics from Austin College and an M.B.A. from Duke University.

Key Skillset: The specific experience, qualifications, attributes, and skills that led to the conclusion that Mr. Mendel should serve as a director of LKQ include his career in the automotive industry with significant experience in areas directly relevant to LKQ, including operations, sales, marketing, service, product planning and distribution. His relevant experience also includes strategy work relating to automotive technology, government relations, and executive compensation and planning. Mr. Mendel had significant exposure to the international markets, which provides insights for LKQ’s foreign operations. He also has previous and current public company board experience.

Background and Prior Experience: Until 2023, Ms. Miller served as Chief Executive Officer of the Business Talent Group, a global marketplace for top independent professionals doing project-based work, which she co-founded in 2007. Business Talent Group was acquired by Heidrick & Struggles in April 2021 and operates as a wholly-owned subsidiary. Ms. Miller served as a Senior Advisor to Business Talent Group and Heidrick & Struggles from January 1, 2023 through December 31, 2023. From 2000 through 2007, Ms. Miller was a venture partner with Maveron LLC, a Seattle-based venture capital firm. From 1995 to 1999, Ms. Miller held various positions at Americast, a digital video and interactive services joint venture formed with the Walt Disney Company, including as Acting President and Chief Operating Officer. From 1993 to 1995, she served in the White House as Special Assistant to the President during the Clinton Administration; from 1990 to 1992, she was a White House Fellow at the Department of the Treasury; and from 1986 to 1987, she was the chief legal advisor to Governor Richard Riley in South Carolina. Since April 2020, Ms. Miller has served on the board of directors of Howmet Aerospace, Inc., a global provider of advanced engineering solutions for the aerospace and transportation industries. Ms. Miller was a member of the board of directors of Capella Education Company, a provider of online education programs, from 2001 until its merger in August 2018 with Strayer Education, Inc. She also served on the board of directors of TRW, a global supplier of automotive systems and components to OEMs, from 2005 until its sale in 2015. She also served on the boards of the Drucker Institute and Peer Health Exchange until 2023. Ms. Miller earned a B.A. from the University of Michigan and a J.D. from the University of Virginia.

Key Skillset: The specific experience, qualifications, attributes, and skills that led to the conclusion that Ms. Miller should serve as a director of LKQ include her executive officer positions and her service on the board of a company with significant interests in the automotive space. Her executive experience brings insights to LKQ regarding operations, digital technology, corporate development, capital allocation and human resource management. Ms. Miller also can provide guidance regarding LKQ’s government affairs matters as a result of her public sector experience in the White House, the Department of the Treasury and as chief legal advisor to the Governor of South Carolina. In addition, she brings corporate governance insights with her service on public company governance committees.

Background and Prior Experience: Mr. Subramanian has served as Chairman of the Board of Directors of LKQ Corporation since May 2022. Mr. Subramanian is currently the Joseph Flom Professor of Law and Business at the Harvard Law School and the H. Douglas Weaver Professor of Business Law at the Harvard Business School. He is the first person in the history of Harvard University to hold tenured appointments at both the Harvard Law School and the Harvard Business School. At the Harvard Law School, he teaches courses in negotiations and corporate law. At the Harvard Business School, he teaches in several executive education programs, including Strategic Negotiations, Changing the Game, and Making Corporate Boards More Effective. He is the faculty chair for the JD/MBA program at Harvard University, the Harvard Program of Negotiation and the Mergers & Acquisitions executive education course at Harvard Business School. Prior to joining the Harvard faculty in September 1999, Mr. Subramanian spent three years at McKinsey & Company as a consultant in their New York, Boston, and Washington, D.C. offices.

Background and Prior Experience: Mr. Urbain was the Group Chief Executive Officer from January 2014 to May 2019 of Switzerland-based CEVA Logistics, a leading supply chain company that provides end-to-end design, implementation and operational solutions in freight and transportation management, contract logistics and distribution. Prior to CEVA Logistics, Mr. Urbain held leadership positions in the global third party logistics industry, as a member of the Executive Board of Switzerland based Kuehne & Nagel, as a member of the Executive Board and the Board of Directors of UK-based Hays PLC and as CEO of Hays Logistics, and as Chief Executive Officer of ACR. He has also served as Chairman of the Board of Socotec and Chairman of the Board of Caldic B.V.

Background and Prior Experience: Mr. Zarcone became our President and Chief Executive Officer in May 2017. Mr. Zarcone was our Executive Vice President and Chief Financial Officer from March 2015 to May 2017. Prior to joining our Company, he was the Managing Director and Chief Financial Officer of Baird Financial Group, a capital markets and wealth management company, and certain of its affiliates from April 2011 to March 2015. He also served from April 2011 to March 2015 as Treasurer of Baird Funds, Inc., a family of fixed income and equity mutual funds managed by Robert W. Baird & Co. Incorporated, a registered broker/ dealer. From February 1995 to April 2011, Mr. Zarcone was a Managing Director of the Investment Banking department of Robert W. Baird & Co. Incorporated. From February 1986 to February 1995, he was with the investment banking company Kidder, Peabody & Co., Incorporated, most recently as Senior Vice President of Investment Banking. In November 2023, our Board approved a leadership succession plan pursuant to which Mr. Zarcone will retire as our President and Chief Executive Officer effective June 30, 2024. At that time, Mr. Zarcone will transition to a position as an executive officer of the Company with the title of Executive Advisor in order to facilitate an orderly chief executive officer transition and will serve in such capacity from July 1, 2024 through December 31, 2024. Mr. Zarcone is a member of the Board of Directors of Generac Power Systems, Inc., a designer and manufacturer of power generation equipment and engine-powered products.

In the broader context of the needs of the Board and how our Company, industry and business strategies evolve over time, some of the competencies and personal attributes that the Governance/Nominating Committee considers include a nominee’s experience, general judgment and knowledge, grasp of the Company’s business, understanding of the function of the Board to represent stockholders’ interests, willingness to devote adequate time to board duties, ability to effectively communicate, and demonstration of vision and leadership. The Governance/Nominating Committee charter also includes contributing to the diversity of the Board and ability to enhance the Board as a whole on the list of competencies and personal attributes that are considered when evaluating a board candidate. In conducting this assessment, the Governance/Nominating Committee typically considers diversity, including gender, racial and ethnic diversity, age, skills, experience, including scientific, business, financial and academic backgrounds and such other factors as it deems appropriate. In identifying nominees for director, the Governance/Nominating Committee seeks persons with diverse and complementary (as opposed to overlapping) competencies and attributes.

Each year, in consultation with our Governance/Nominating Committee and the Chairman of our Board, we interview each director to obtain his or her assessment of the effectiveness of the Board and its committees, director performance, board dynamics, and the relationship with management, or we arrange for an outside firm to conduct a similar assessment. The results of such interviews are summarized and presented to the Board of Directors for discussion. In addition, the chair of each Board committee annually conducts an evaluation with the committee members of the performance and procedures of the committee. Appropriate follow-up occurs with respect to matters requiring additional consideration, including as to opportunities to enhance and strengthen the functioning of our Board committees.

We have different persons in the roles of Chairman of the Board and Chief Executive Officer. Mr. Subramanian has been our Chairman of the Board since May 2022. Mr. Zarcone has been our Chief Executive Officer since May 2017. We believe that this leadership structure is appropriate for our Company because our Chairman of the Board and our Chief Executive Officer complement each other in their common objective of promoting the best interests of our stockholders. Mr. Subramanian brings to the Chairman of the Board position extensive knowledge of corporate law, corporate governance and business negotiations. His positions at Harvard Law School and Harvard Business School provide Mr. Subramanian with continuous exposure and insight into the key issues and developments affecting boards of directors and the businesses they oversee. Mr. Zarcone's areas of expertise include finance, capital-raising, acquisitions and operations -- areas that overlap and supplement Mr. Subramanian's specialties. The Company plans to continue to utilize this board leadership structure through the date of our Annual Meeting of Stockholders on May 7, 2024. Following the meeting, we will continue to have different persons in the roles of Chairman of the Board and Chief Executive Officer. In November 2023, our Board of Directors approved a leadership succession plan pursuant to which Mr. Zarcone will retire as our President and Chief Executive Officer effective June 30, 2024. At that time, Mr. Zarcone will transition to a position as an executive officer of the Company with the title of Executive Advisor in order to facilitate an orderly chief executive officer transition. Mr. Zarcone will serve in such capacity through December 31, 2024, and Mr. Jude will be appointed President and Chief Executive Officer of the Company effective July 1, 2024.

We have processes in place to manage our key strategic, operational, financial and compliance risks. Our entire Board of Directors is responsible for monitoring and evaluating the risks we face and our risk management processes. We implement our risk management processes through the regular reports to the Board of such risks by our Chief Executive Officer and other appropriate executives (including our Chief Financial Officer and our General Counsel) with respect to matters within their areas of expertise, including such matters as acquisitions, capital raising transactions, financial accounting matters and legal issues. Our Board members engage in discussions with these officers regarding their areas of expertise, including assessments of the risks relating thereto. In addition, our Corporate Audit department develops a risk-based audit plan annually that is

The Board of Directors, in coordination with the Audit Committee of the Board and the RMC, also oversees the Company’s programs for monitoring the Company’s information security status. The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s operations and are based on recognized frameworks established by the International Organization for Standardization, the National Institute of Standards and Technology and other applicable industry standards. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, integrity and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. The Company’s Chief Information Officer and the Chief Information Security Officer present a formal report to the Board of Directors at least annually covering the security threat landscape, security incidents affecting the Company and the readiness of the Company’s security program. Several members of the Board have experience in the digital technology area and are thus particularly suited to overseeing the Company’s information security matters. The Company carries a global cyber liability insurance policy that we believe is appropriate for our Company’s risk.

Oversight of the Company’s strategic planning process is a key responsibility of the Board. In this regard, the Board conducts an annual comprehensive review of our strategic plans and reviews our overall business. Discussion topics include, but are not limited to, our mission and values; competitive position of our existing businesses; potential new or expanded lines of business; potential geographic expansion; key industry trends and evolving technologies, which may impact the demand for our products and services; financial trends and outlook; capital allocation; talent management; regulatory environment; and matters related to our ESG initiatives. Discussions about the Company’s strategy and execution are also undertaken by the Board committees. This process enables the Board to assess the Company’s strategy over the short, intermediate and long term.

The Compensation and Human Capital Committee of the Board provides oversight relating to the Company’s programs and policies relating to community involvement, culture and human capital, including diversity, equity and inclusion, workforce health, safety and engagement, and leadership development and effectiveness. The Governance/Nominating Committee of the Board has responsibility for overseeing the Company’s other ESG initiatives. As part of its oversight role, the Governance/Nominating Committee directed management to prepare an annual Corporate Sustainability Report addressing the Company’s commitment to responsible ESG practices. Our Corporate Sustainability Report for 2023 is scheduled to be released in the second quarter of 2024.

The Board, following consideration of all relevant facts and circumstances and upon recommendation of the Governance/Nominating Committee, has affirmatively determined that each nominee for election as a director (except Messrs. Jude and Zarcone) is independent in that each such person has no material relationship with the Company, our management or our independent registered public accounting firm, and otherwise meets the independence and other requirements of the listing standards of Nasdaq, the rules and regulations of the SEC and applicable law. The Board determined that Messrs. Jude and Zarcone are not independent due to their status as current executive officers of the Company.

The Board has established stock ownership guidelines that provide that each non-employee director is expected to hold a minimum of at least the number of shares equal in value to five times the annual cash board service retainer and that such ownership amount be obtained within five years after first becoming subject to the guidelines. Until the expected level of ownership is achieved, each director must retain at least 50% of the net after-tax shares from equity compensation vesting. Unvested RSUs and deferred RSUs count toward meeting the ownership requirements. All current directors meet the ownership guidelines. The complete guidelines can be found on our website at www.lkqcorp.com (click the “Corporate Governance” link under “Investor Relations”).

We have adopted a Code of Ethics, which sets forth guidance for employees to make appropriate ethical decisions. Our Code of Ethics covers topics such as use of company assets, bribery and corruption, conflicts of interest, discrimination, harassment, health and safety, privacy and data protection, protecting confidential information and reporting Code of Ethics violations. The Code of Ethics reflects our commitment to acting with a high level of integrity and providing guidance for reporting complaints in the event of alleged violations of our policies, including through an anonymous global line. A copy of the Code of Ethics can be found on our website at www.lkqcorp.com (click the “Corporate Governance” link under “Investor Relations”).

The Audit Committee’s functions include selecting, appointing and evaluating our independent registered public accounting firm and recommending that firm for ratification by stockholders; reviewing the arrangements for, and scope of, the independent registered public accounting firm’s examination of our financial statements; overseeing the activities of our Corporate Audit department; meeting with the independent registered public accounting firm and certain of our officers to review the adequacy and appropriateness of our system of internal control and reporting, our critical accounting policies, and our public financial disclosures; reviewing compliance with our code of ethics; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee meets quarterly with management and our independent registered public accounting firm to review our annual and quarterly reports and earnings releases prior to their issuance.

The Board approved a change in the name of this committee from “Compensation Committee” to “Compensation and Human Capital Committee” on May 11, 2021, to reflect a broader focus on human capital management, including ESG, diversity and inclusion initiatives. The Compensation and Human Capital Committee is responsible for establishing and making recommendations to the Board of Directors regarding compensation to be paid to our executive officers and is responsible for the administration and interpretation of, and the granting of awards under, our incentive compensation plans and may not delegate any of these functions except to our Chief Executive Officer to grant limited equity awards (not to exceed (i) $200,000 in grant date value to an individual and (ii) $2,000,000 in grant date value in the aggregate in any calendar year) to employees who are non-executive officers. All of the Compensation and Human Capital Committee members are independent as defined in Nasdaq's listing standards. The Compensation and Human Capital Committee operates pursuant to a charter, which is available on our corporate website at www.lkqcorp.com. The Compensation and Human Capital Committee met five times during 2023.

The compensation of our executive officers (except with respect to the Chief Executive Officer's own compensation) is determined through a process involving our Chief Executive Officer and our Compensation and Human Capital Committee. Our Compensation and Human Capital Committee determines the compensation of our Chief Executive Officer after considering recommendations from our outside compensation consultant (F.W. Cook). Our Chief Executive Officer typically proposes the compensation of the remaining executive officers. The Compensation and Human Capital Committee holds a meeting near the beginning of each calendar year to consider the proposed compensation amounts for that year and to make final determinations. The executive officers are not present during the deliberations and final decisions by the Compensation and Human Capital Committee concerning executive compensation.

The Governance/Nominating Committee is responsible for developing policies and processes designed to provide for effective and efficient governance by the Board of Directors, for periodically reviewing non-employee director compensation, and for identifying qualified individuals and nominating such individuals for membership on the Board of Directors and its committees. All of the members of the Governance/Nominating Committee are independent as defined in Nasdaq's listing standards. The Governance/Nominating Committee operates pursuant to a charter, which is available on our corporate website at www.lkqcorp.com. The Governance/Nominating Committee met four times during 2023.

The Board approved a change in the name of this committee from "Industry, Regulatory and Consumer Awareness Committee" to "Regulatory Advisory Committee" on November 6, 2023. The responsibilities of the Regulatory Advisory Committee are to monitor and oversee: (i) legislative and regulatory issues and strategy in the countries that have or could have a significant effect on the Company and (ii) the Company's efforts to anticipate, respond to and take advantage of technological changes that may impact our industry, competitors, customers or suppliers. The Regulatory Advisory Committee operates pursuant to a charter, which is available on our corporate website at www.lkqcorp.com. The Regulatory Advisory Committee met four times during 2023.

Board members who served on the Compensation and Human Capital Committee in 2023 were Patrick Berard, Meg Divitto, Robert Hanser, John Mendel, Xavier Urbain, and Jacob Welch. Mr. Mendel served as the Chairperson of the Compensation and Human Capital Committee. The Compensation and Human Capital Committee determines the compensation of our executive officers. None of these persons is or was formerly an executive officer or employee of the Company or had any relationship that would require disclosure under Item 404 of Regulation S-K of the Exchange Act. None of our officers has served on the board or the compensation committee (or other board committee performing equivalent functions) of any other entity, one of whose executive officers served on our Board or on our Compensation and Human Capital Committee.

The Board intends to set director compensation levels near the market median relative to director compensation at companies of comparable size, industry and scope of operations in order to ensure directors are paid competitively and fairly for their time commitment and responsibilities. The Board periodically reviews the components and amounts of director compensation to determine if any adjustments are appropriate and as part of such review, regularly engages F.W. Cook to provide information and advice on such matters. The Board conducted such a review in May 2023 and benchmarked our director compensation practices against the same peer group of companies used in executive compensation comparisons (see page 32). Findings from the review as provided from F.W. Cook indicated that our director compensation was below the peer group median, and our program was therefore updated in 2023 to more closely align our director compensation with peer group practices. The changes to the program went into effect following the 2023 Annual Meeting. Following is a summary of the director compensation program for 2023 and the changes that went into effect following the 2023 Annual Meeting:

In 2022, the Board of Directors approved the implementation of a voluntary deferred compensation plan for non-employee directors. Pursuant to the plan, prior to the start of a new calendar year, a director may elect to defer (i) 100% of his/her equity that will be granted in the next calendar year and/or (ii) 100% of his/her cash fees that will be earned in the next calendar year. Cash fees may be deferred into a notional interest-bearing account or into deferred RSUs; equity may only be deferred into deferred RSUs. In December 2022, Mr. Mendel, Ms. Miller and Mr. Subramanian elected to defer 100% of the equity that they would be granted in May 2023 into deferred RSUs, and Ms. Miller elected to defer 100% of her cash fees that would be earned in 2023 into deferred RSUs.

Deloitte has served as our independent registered public accounting firm since 1998 and also has provided non-audit services from time to time. We believe that the long tenure of Deloitte as our auditor is beneficial to our Company because, among other reasons, it enhances the quality of the audit due to the firm’s historical knowledge and thorough understanding of our business, accounting practices and internal controls over financial reporting. At the same time, the Audit Committee is mindful of the risks of Deloitte’s long tenure and carefully monitors Deloitte’s performance, fee structure and any issues bearing on the independence of the firm.

Although ratification is not required by our Bylaws or otherwise, our Board of Directors is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. The Audit Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm but is not bound by our stockholders’ vote. Even if the selection of Deloitte is ratified, the Audit Committee may change the appointment at any time during the year if it determines a change would be in the best interests of the Company and our stockholders.

The Audit Committee’s policy is to approve all audit and permissible non-audit services prior to the engagement of our independent registered public accounting firm to provide such services. The Audit Committee approves, at the beginning of each year, pursuant to detailed approval procedures, certain specific categories of permissible non-audit services. Such procedures include the review of (i) a detailed description by our independent registered public accounting firm of the particular services to be provided and the estimated fees for such services and (ii) a report to the committee on a periodic basis regarding the services provided and the fees paid for such services. The Audit Committee must approve on a project-by-project basis any permissible non-audit services that do not fall within a pre-approved category and any fees for pre-approved permissible non-audit services that materially exceed the previously approved amounts. In making the determinations about non-audit services, the Audit Committee considers whether the provision of non-audit services is compatible with maintaining the auditor’s independence.

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management’s implementation of LKQ’s financial reporting process. In discharging its oversight role, the Audit Committee reviewed and discussed with management and Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, our audited financial statements as of and for the year ended December 31, 2023. Management is responsible for those financial statements and the reporting process, including the system of internal control. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America.

The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received from Deloitte the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence and has discussed the accounting firm's independence with Deloitte. The Audit Committee also considered whether the provision of non-audit services by Deloitte, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates was compatible with maintaining Deloitte’s independence.

The guiding principles of our compensation policies and decisions include aligning each executive’s compensation with our business strategy and the interests of our stockholders and providing incentives needed to attract, motivate and retain key executives who are important to our long-term success. Consistent with this philosophy, a significant portion of the total incentive compensation for each of our executives is directly related to our earnings and to other performance factors that measure our progress against the goals of our strategic and operating plans. We currently hold our say-on-pay vote every year and anticipate that the next vote will occur at our next annual meeting.

We are required to submit a proposal to stockholders for a (non-binding) advisory vote to approve the compensation of our named executive officers pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the principles, policies and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for stockholder vote at the 2024 Annual Meeting:

The State of Delaware, which is the Company’s state of incorporation, recently amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) to enable Delaware corporations to limit or eliminate the monetary liability of certain senior officers in limited circumstances (referred to as “exculpation”). Section 102(b)(7) of the DGCL previously permitted Delaware corporations to exculpate only directors but not officers, and the Company’s Restated Certificate of Incorporation currently aligns with the previous Section 102(b)(7) in providing for the exculpation of directors but not officers. The Company is asking its stockholders to approve an amendment to the Restated Certificate of Incorporation to provide for the exculpation of officers of the Company from personal liability for monetary damages associated with claims of breach of the duty of care, as now permitted under the DGCL (the “Exculpation Amendment”).

Amended Section 102(b)(7) of the DGCL provides that only certain officers may be entitled to exculpation, namely: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in the corporation’s public filings with the SEC as one of the most highly compensated executive officers of the corporation (i.e., the named executive officers); and (iii) an individual who, by written agreement with the corporation, has consented to be identified as an officer for purposes of accepting service of process by the delivery of process to the Company's registered agent in Delaware (collectively, the “covered officers”).

The Exculpation Amendment would permit the exculpation of the covered officers for personal liability for monetary damages in connection with direct claims brought by stockholders for breach of fiduciary duty of care, including class actions. The Exculpation Amendment would not limit the liability of the covered officers for (i) breaches of the duty of loyalty; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) any transaction from which the officer derived an improper personal benefit; or (iv) claims for breach of fiduciary duty of care claims brought by the Company itself, or derivative claims brought by stockholders in the name of the Company.

Furthermore, exculpation historically has been available to directors of Delaware corporations. Now that the DGCL permits officer exculpation, the Company expects that many Delaware corporations, including companies with which we compete for executive talent, will adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation. Failure to adopt the Exculpation Amendment could impact our ability to recruit and retain experienced and qualified officers, who may conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

In addition, officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment, and regardless of merit. Adopting the Exculpation Amendment would empower our officers to exercise their business judgment in furtherance of the interests of the stockholders. On the other hand, even under the Exculpation Amendment, our officers would not be protected from liability for breaches of the duty of loyalty, acts or omissions not in good faith or those that involve intentional misconduct or a knowing violation of law, or any transactions in which an officer derived an improper personal benefit.

This section describes the Company’s compensation programs for our executive officers named below that were in effect for 2023 and the decisions made with respect to these programs. Our goal is to explain the details of our executive compensation programs as well as to describe why we believe these programs are appropriate for our Company and our stockholders. This section contains compensation information for our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers, in each case who were serving as executive officers as of December 31, 2023. Our named executive officers for 2023 were:


Compensation Component	Description/Purpose	2023 Highlights
Total Direct Compensation
Base Salary	•Fixed compensation element •Salary levels based on market rates, executive’s experience, responsibilities, and contribution to our development and growth	•Increases in 2023 aimed at aligning with peers •Refer to “Elements of Our Compensation Programs -- Base Salaries”
Annual Bonus	•Cash incentive designed to reward achievement of annual performance objectives •2023 annual bonuses were based on EBITDA, EBITDA margin percentage, and cash flow (each described below on page 33)	•Our 2023 financial results led to bonus payments equaling 134.5% (Corporate) and 150.3% (Wholesale - North America) of target •Refer to “Elements of Our Compensation Programs -- Annual Bonus Awards”
Cash Long-Term Incentive (“LTI”) Award	•Cash incentive designed to reward multi-year performance, as well as the executive's continued employment over the vesting period •For each of the 2021-2023, 2022-2024 and 2023-2025 performance periods, each executive is eligible to earn from 0 to 200% of their target award based on the Company’s adjusted diluted EPS for the last year of the three-year performance period, and parts & services organic revenue growth and return on invested capital (“ROIC”), each measured as an average over the three-year performance period •For each of the performance periods amounts earned based on financial results may be multiplied up or down by up to 10% based on performance against multi-year ESG goals	•For the 2021-2023 performance period, financial goal achievement resulted in an earned amount of 200% of target •Such earned amount was multiplied by +5% based on certain performance against the Company's ESG goals, which resulted in a payout of 210% of target •Refer to “Elements of Our Compensation Programs -- Long-Term Incentive Awards”
Performance-Based Restricted Stock Units (PSUs)	•Share-based incentive designed to align the interests of management with those of our stockholders, reward multi-year performance, and promote retention of key talent •In 2021, 2022 and 2023, executives were granted two types of units (“PSU-1s” and “PSU-2s”) that will be converted to a number of common shares, subject to achievement of performance goals, as well as the executive’s continued employment over the vesting period ◦PSU-1s generally vest over a three-year period, subject to the executive’s continued employment, but only if we achieve positive diluted EPS during any fiscal year within five years from the date of grant ◦PSU-2s may be earned from 0 to 200% of the target number of shares based on the Company's adjusted diluted EPS for the last year of the three-year performance period, and parts & services organic revenue growth and ROIC, each measured as an average over the three-year performance period	•Because positive diluted EPS was achieved for 2023, one-third of the PSU-1s granted in 2023 vested, and the remaining portion will vest over the next two years subject to continued service •For the 2021-2023 performance period, goal achievement resulted in a payout of 200% of target for the PSU-2s granted in 2021 •Refer to “Elements of Our Compensation Programs -- Long-Term Incentive Awards”


Additional Benefits	Description/Purpose	Program Highlights
Other Compensation
Health and Welfare Benefits	•Standard health and welfare benefits to provide a level of financial support in the event of injury or illness	•Executives generally participate in the same benefits programs as other employees in their region
Retirement	•For U.S. executive officers, provide opportunities to save for retirement in a tax efficient manner •401(k) plan with company matching contribution and supplemental deferred compensation plan to allow executive officers to contribute (and receive a company match on) amounts in excess of IRS limits	•Executives who participate in the 401(k) plan and supplemental plan do so on the same basis as all other eligible employees
Severance Protection	•Severance Policy provides financial support in the event of an involuntary termination of employment •Change of Control agreements enable executives to objectively consider transactions that will benefit stockholders even if they would result in termination of employment •Termination provisions in equity award agreements outline the treatment of each award under various termination scenarios •Termination provisions in Cash Incentive Plan (CIP) agreements outline the treatment of cash awards under various termination scenarios	•In the event of a Change of Control, cash severance would be payable on a “double-trigger” basis, meaning the executive generally must experience a qualifying termination within 12 months before to 24 months after a Change of Control to receive benefits •Our PSUs and RSUs have “double-trigger” vesting, meaning that vesting will accelerate based on actual or assumed achievement of the relevant performance goals as of the Change of Control only if either (a) the successor entity does not assume, convert, or replace the awards with a similar award or (b) the participant experiences a qualifying termination within 12 months before to 24 months after a Change of Control

A significant portion of our executive compensation is in the form of incentive-based compensation. We consider our annual bonus awards, long-term incentive awards and equity incentive grants incentive-based compensation because their value depends in whole or in part on the financial performance of the Company and/or our stock performance. The following charts set forth the percentage of our Chief Executive Officer's and the other currently employed named executive officers' 2023 target total direct compensation for compensation opportunities granted in fiscal year 2023 (consisting of base salary and annual bonuses, cash LTI awards and equity incentive awards assuming target performance) that was incentive-based.


What we do		What we don’t do
ü	The majority of our executives’ target total direct compensation is tied to performance.	û	We do not provide golden parachute excise tax gross-ups.
ü	We require executive officers and directors to acquire and maintain meaningful ownership of our stock to ensure their interests are closely aligned with the long-term financial interests of our stockholders.	û	Neither our Severance Policy nor our Change of Control Agreements provide “single-trigger” cash severance upon a Change of Control.
ü	Our equity awards include meaningful restrictive covenants (e.g., non-competition, non-solicitation of customers and employees, etc.) that, if violated, would result in forfeiture of: (i) unvested awards, (ii) shares received upon vesting of awards, and (iii) cash proceeds received upon sale of such shares.	û	Our equity grant agreements do not provide “single-trigger” equity vesting upon a Change of Control.
		û	Our equity plans expressly forbid option repricing, and exchange of underwater options for other awards or cash, without stockholder approval.
ü	Our Compensation and Human Capital Committee is composed entirely of independent directors.	û	We do not allow executives or directors to pledge or hedge Company stock.
ü	Our Compensation and Human Capital Committee engages an independent compensation consultant that provides no other services to the Company.
ü	We annually assess our executive compensation programs to ensure they do not create risks that are likely to have a material adverse effect on our Company.
ü	Multi-year ESG goals are a component of our cash long-term incentive awards.

We submit to our stockholders on an annual basis a proposal for a (non-binding) advisory vote to approve the compensation of our named executive officers (“say-on-pay”). At our 2023 Annual Meeting, our stockholders expressed strong support for our executive compensation program with 95% of shares voted cast in favor of approval of our compensation program for our named executive officers. The Compensation and Human Capital Committee considers, among other things, the outcome of this vote when evaluating our compensation principles, designs and practices, as well as feedback from our ongoing engagement with stockholders on a variety of issues, including executive compensation and corporate governance. No changes were made to the program in direct response to the 2023 say-on-pay vote outcome.

Our compensation programs are intended to enable us to attract, motivate, reward and retain the management talent needed to achieve our corporate objectives in a highly competitive market, and thereby increase stockholder value. It is our policy to provide incentives to the Company’s senior management to achieve both short-term and long-term goals. To attain these goals, our policy is to provide a significant portion of executive compensation in the form of at-risk, incentive-based compensation. We believe that such a policy, which aligns the financial interests of management with the financial interests of our stockholders, provides the proper incentives to attract, motivate, reward and retain quality management.

With respect to individual performance of an executive officer, we analyze the growth of the performance metrics that most directly relate to such individual’s area of responsibility and consider certain subjective factors, including the individual’s management and leadership skills, ability to resolve challenges and to overcome obstacles, and overall contribution to our success. Individual performance is a factor in the determination of adjustments to base salary, annual bonus targets, and long-term incentive award opportunities, along with other considerations including external market data, the unique scope of each executive’s role and responsibilities, the criticality of certain positions to our success, and internal pay parity.

Management provides to the Compensation and Human Capital Committee historical compensation information relating to our executive officers to aid the deliberations of the Compensation and Human Capital Committee regarding executive officer compensation. The information typically includes historical and proposed base salaries, bonuses, long-term cash incentive awards, equity-based awards, and any other material component of compensation or benefits. The Compensation and Human Capital Committee takes into account the historical trend of each element of compensation and the total of all of the elements for each year in connection with its decisions about proposed compensation amounts. In addition, the Compensation and Human Capital Committee receives recommendations from the Chief Executive Officer regarding the compensation of the other executive officers.

In 2023, consistent with 2022, the corporate performance measures for our executive officers’ bonuses were the Company’s EBITDA (weighted 30%), EBITDA margin percentage (weighted 30%), and free cash flow (weighted 40%). The target bonus percentage for Mr. Zarcone increased from 135% of base salary in 2022 to 150% in 2023. The bonuses for Messrs. Zarcone, Galloway, Laroyia and Hanley were based entirely on the corporate performance measures. In 2023, consistent with 2022, for Mr. Jude, who in 2023 led our Wholesale - North America segment, 20% of his bonus was based on these corporate performance measures, and 80% of his bonus was based on similar measures for his business segment.

EBITDA is defined as Segment EBITDA as presented in our public filings. EBITDA margin percentage is calculated as EBITDA divided by revenue. Free cash flow reflects net cash provided by operating activities less purchases of property, plant and equipment. Our bonus plan provides for the Compensation and Human Capital Committee to make adjustments to the targets for events such as the acquisition or disposal of a business. The 2023 targets were established under the assumption that there would be no business acquisitions or disposals during the year. In August 2023, we acquired Uni-Select. As a result, pursuant to the pre-established adjustment guidelines under the plan, the Compensation and Human Capital Committee adjusted the bonus targets to reflect the projected results for this business between the acquisition date and year-end. Bonus achievement for 2023 was determined by comparing calculated results against the revised targets. Additionally, all performance measures were subject to adjustments for certain items as specified by the Compensation and Human Capital Committee at the time the bonus targets were established. Such adjustments for 2023 related to currency exchange rates; atypical environmental and legal losses; and other extraordinary, unusual or infrequently occurring items. The adjustments had the net effect of (i) increasing the reported consolidated EBITDA from $1,759 million to $1,787 million, (ii) increasing the reported EBITDA margin percentage from 12.7% to 12.9%, and (iii) increasing the reported free cash flow from $998 million to $1,064 million.

Bonus targets are established annually upon completion of our budget and guidance setting process and are approved by the Compensation and Human Capital Committee. Targets are based on events and circumstances as of the time that annual budgets are established and guidance is set, which may be impacted by external factors, including currency exchange rates, inflation, scrap and precious metals prices, and other external events, such as tax legislation. In some instances, based on these events and circumstances, bonus targets may be set at levels lower than the prior year actual performance. In 2023, we budgeted an increase in EBITDA dollars but a decrease in EBITDA percentage as a result of inflationary effects. The 2023 target for EBITDA dollars was increased upon the acquisition of Uni-Select in August 2023 while the EBITDA percentage was further decreased as a result of the dilutive effect of the acquisition. In 2023, we anticipated incremental cash outflows relative to 2022 for capital expenditures, interest payments and tax payments. As a result, the 2023 bonus target for free cash flow was set at a level lower than actual performance in 2022. The free cash flow target was lowered with the Uni-Select acquisition in recognition of cash transaction and restructuring costs incurred in connection with the acquisition.

We grant performance awards each year to certain of our key employees (including our named executive officers) that are designed to reward multi-year performance, create retention incentives, and in the case of equity awards, to align the interests of recipients with those of stockholders because the realized value reflects our stockholder return. When making long-term incentive awards, we consider factors specific to each employee such as salary, position and responsibilities. We also consider factors such as the rate of the Company’s development and growth and an estimate of the value of each award. In addition, we determine the amount of dilution that we believe would be generally acceptable to our stockholders and correspondingly limit the aggregate number of equity awards granted each year.

The performance measures for the 2021-2023 performance period were adjusted diluted EPS, average organic parts & services revenue growth and average ROIC. ROIC is calculated as adjusted net operating profit after tax divided by average invested capital, which is defined as average stockholders’ equity plus average net debt (calculated as total debt less cash and equivalents). The performance measures were subject to adjustments for certain items as specified by the Compensation and Human Capital Committee at the time the LTI targets were established. Such adjustments related to currency exchange rates (for adjusted diluted EPS only); asset impairments; restructuring and acquisition expenses; gains and losses related to acquisitions and divestitures; atypical environmental and legal losses; amortization expense of acquired intangibles; change in fair value of contingent consideration liabilities; results of discontinued operations; other extraordinary, unusual or infrequently occurring items; and certain other minor adjustments. Payouts between levels will be calculated using a linear function. The Compensation and Human Capital Committee, in establishing the target goals for the performance measures in 2021, took into consideration the effect of the potential adjustments that would be used to calculate the actual performance. Using the calculation method and adjustments approved by the Compensation and Human Capital Committee, diluted EPS for 2023 was increased from $3.50 on a GAAP basis to $3.98 for the LTI calculation, average organic parts & services revenue growth for 2021-2023 was increased from 5.8% to 5.9% and average ROIC for 2021-2023 was increased from 13.6% to 14.5%. In accordance with the LTI plan provisions, the impact of acquisitions with a purchase price over $50 million completed during the Performance Period (Uni-Select and Earl Owen in 2023) were excluded from the calculation of ROIC. Additionally, pursuant to the pre-established adjustment guidelines under the CIP, the Compensation and Human Capital Committee adjusted the adjusted diluted EPS target range for the impact of the Uni-Select acquisition. The organic parts & services revenue growth target was not adjusted as the Uni-Select acquisition would not impact organic parts & services revenue growth in 2023 (revenue change is reported as acquisition growth).

The PSU-1s generally vest in equal tranches over a three-year period on each six-month anniversary of the grant date, provided that we achieve positive diluted EPS during any fiscal year period within five years following the grant date. Generally, no PSU-1s vest prior to achievement of positive diluted EPS, and, if positive diluted EPS is not achieved within the five years following grant, the PSU-1 is forfeited. The performance-based condition for the PSU-1s granted in 2023 was met in February 2024, and all applicable PSU-1s that had previously met the time-based vesting condition have vested and the remaining PSU-1s will vest according to the remaining schedule of the time-based condition.

In connection with his role as Executive Vice President and CEO and Managing Director, LKQ Europe, under his letter agreement with us dated September 14, 2022 (the “Laroyia Letter Agreement”), Mr. Laroyia is entitled to a number of additional benefits through June 30, 2024, including eligibility for him and his eligible dependents to participate in the GeoBlue Plan (at the cost to him equal to the premium amounts the Company charges its U.S. employees for medical, dental, and vision coverage), reimbursement for the cost associated with his family joining a health club, tax equalization on his total compensation on the basis of Illinois residency and Company paid annual tax preparation services, relocation benefits, a housing allowance, school tuition in Switzerland, family travel reimbursement, and a company vehicle. In fiscal year 2023, other than with respect to Mr. Laroyia, as described above, we did not provide our named executive officers with any material perquisites.

We have a 401(k) plan covering substantially all of our U.S. employees, including our U.S. named executive officers. The 401(k) plan allows participants to defer their eligible compensation in amounts up to the statutory limit each year. We make matching contributions equal to 100% of the portion of the participant's contributions that does not exceed 2% of the participant's eligible compensation and 50% of the portion of the participant's contributions between 2% and 6% of the participant's eligible compensation. Each participant is fully vested in such participant’s contributions and any earnings they generate. Each 401(k) participant becomes vested in our matching contributions, and any earnings they generate, in the amounts of 50%, 75% and 100% after two, three and four years of service, respectively. Each participant becomes vested in our profit sharing contributions, if any, and any earnings they generate, in the amounts of 25%, 50%, 75% and 100% after one, two, three and four years of service, respectively.

We also have two substantially similar plans for highly compensated U.S. employees, or HCEs, that supplement the 401(k) plan. All of our U.S. named executive officers are HCEs. The tax laws impose a maximum percentage of salary that can be contributed each year by HCEs to our 401(k) plan depending on the participation level of non-HCEs. We adopted the supplemental plans to provide additional opportunities for retirement savings that would otherwise be restricted by IRS limits. The supplemental plans operate similarly to the 401(k) plan except that contributions by HCEs to the supplemental plans are not subject to the statutory maximum percentage, the balance in each HCE’s account in the supplemental plans is a general asset of ours, and in the event of our insolvency, the HCE would be a general, unsecured creditor with respect to such amount.

The terms of the supplemental plans limit the maximum annual contribution by each participant to 100% of the HCE’s salary (including commissions), bonuses and cash long term incentive awards during the designated annual enrollment period. Participants have the choice to invest the funds in their accounts in the supplemental plans from among a specified group of investment funds. A participant must determine how much to defer (contribute) and select a distribution date for the funds in his or her account upon retirement, termination, or, prior thereto, during his or her service (i.e., an in-service distribution). For a distribution upon retirement, a participant can elect to be paid in a lump sum, or monthly or annual installments for a period of 5, 10 or 15 years. For a distribution upon termination, a participant can elect to be paid in a lump sum or over 12 monthly installments. For an in-service distribution, a participant can only receive a lump sum payment. Annual elections cannot be changed until a subsequent annual enrollment period. Hardship withdrawals may be available in the event of unforeseeable financial emergency situations. And in the event of a change in control, all accounts under the plans would be distributed according to the participants’ elections.

We have a Severance Policy for Key Executives (the “Severance Policy”), including all of our named executive officers. The Severance Policy sets forth in a written document the terms and conditions that the Company would normally expect to follow upon an involuntary separation of service of a key executive. We believe that it is in the Company's interest to have a formal Severance Policy to provide increased certainty for the executives and the Company in the event of a severance. Further, the formalization of the policy is expected to assist the Company with the recruitment and retention of key executives, provide the Company with important protections, and reduce costs in the event of a dispute. The Severance Policy provides cash severance and other benefits in the event of a termination by the Company without “cause” or by the Covered Executive (as defined below) with “good reason” (as each term is defined in the Severance Policy or as supplemented by the Laroyia Letter Agreement for Mr. Laroyia). For additional information about our Severance Policy, refer to “Potential Payments Upon Termination or Change in Control” on page 46.

We have Change of Control Agreements with certain of our employees, including each of our named executive officers, that provide cash severance and other benefits in the event of a qualifying termination of employment within 12 months prior to or 24 months following a Change of Control, as defined in the agreements. We provide these agreements to ensure these executives are able to objectively consider transactions that will benefit stockholders even if it is likely to result in termination of the executives' employment. The agreements have an initial term of three years and will automatically renew for a two-year period at the end of the initial term and each two-year anniversary thereafter, unless notice of termination is given by the Company at least 60 days before any such renewal date. The operative provisions of the agreements will apply, however, only if a Change of Control, as defined in the agreements, occurs during the period the agreement is in effect. For additional information about our Change of Control Agreements, refer to “Potential Payments Upon Termination or Change in Control” on page 46.

In March 2019, our Compensation and Human Capital Committee adopted a Performance-Based Compensation Recovery Policy applicable to performance-based compensation granted to our executive officers on or after January 1, 2019. In the event that the Board of Directors determines that an executive officer engaged in fraud or intentional misconduct that caused the need for a material negative restatement of our financial statements, our Board of Directors, in its discretion and to the extent legally permitted, may recapture the incremental portion of compensation from any cash or equity-based award granted to such executive officer in the preceding three years in excess of the amount that would have been paid or payable based on the restated financial results. In compliance with the requirements of the Dodd-Frank Act, final SEC rules, and NASDAQ listing standards, the Board of Directors adopted a Policy for Recoupment of Incentive Compensation (“Clawback Policy”), effective as of September 2023. The Clawback Policy requires the Company to seek recoupment of certain incentive-based compensation received by current and former Section 16 officers if the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws.

Each of our named executive officers is expected to hold a minimum of at least the number of shares equal in value to a multiple of his or her annual base salary as set forth below. These requirements are to be satisfied within five years of an individual becoming subject to the requirements. Until the expected level of ownership is achieved, each executive must retain at least 50% of the net-after-tax shares from equity compensation vesting. For purposes of our stock ownership requirements, we include the number of shares actually owned by the named executive officer in his or her own name or in the name of an estate planning entity of which the named executive officer is the sole beneficiary. We also include restricted stock units. However, we exclude any shares of stock that the named executive officer has a right to acquire through the exercise of stock options and any shares of stock subject to the three-year performance awards (PSU-2s). The complete guidelines can be found on our website at www.lkqcorp.com (click the “Corporate Governance” link under “Investor Relations”). All named executive officers meet the ownership guidelines.

Section 162(m) of the Internal Revenue Code (“Code”) limits the deductibility of compensation in excess of $1 million paid to any one named executive officer in any calendar year. Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time (“Code”), disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer, chief financial officer, and certain other current and former highly compensated officers that qualify as covered employees within the meaning of Section 162(m) of the Code. The Compensation and Human Capital Committee has not previously taken the deductibility limit imposed by Section 162(m) of the Code into consideration in setting compensation for our current and former executive officers and does not currently have any immediate plans to do so. The Compensation and Human Capital Committee may, in its judgment, authorize compensation payments that are not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. The Compensation and Human Capital Committee intends to continue to compensate our current and former executive officers in a manner consistent with our best interests and the best interests of our stockholders.

We do not provide our named executive officers with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

We follow FASB ASC Topic 718, for our stock-based awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our named executive officers as required by the applicable SEC rules. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award.

We annually undertake an analysis of our compensation policies and practices to assess whether risks arising from such policies and practices are reasonably likely to have a material adverse effect on our Company. The analysis is performed by F.W. Cook and our management with oversight by the Compensation and Human Capital Committee of our Board of Directors. We analyze a number of potential risks including (a) the behaviors the compensation program would likely motivate, (b) the relative financial burden of the program, (c) the aspects of the program requiring judgment, (d) whether the program results in the loss of, or failure to retain, critical talent, (e) the effects of the different time horizons of our compensation components, and (f) whether the Compensation and Human Capital Committee has discretion with respect to the administration of the program. Based on that analysis, we concluded in 2023 that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company.


Name and Principal Position	Year	Salary (1)		Stock Awards (2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total
Dominick Zarcone	2023	$	1,087,534	$	5,800,064	$	5,133,411	$	168,012	$	12,189,021
President and CEO	2022	$	1,050,000	$	5,000,075	$	4,515,281	$	175,536	$	10,740,892
	2021	$	1,050,000	$	4,200,026	$	4,035,000	$	160,610	$	9,445,636
Rick Galloway*	2023	$	593,767	$	1,080,021	$	807,711	$	55,113	$	2,536,612
SVP and CFO	2022	$	437,900	$	810,102	$	635,578	$	43,183	$	1,926,763

Varun Laroyia	2023	$	826,274	$	1,650,037	$	1,883,242	$	458,285	$	4,817,838
EVP and CEO and Managing Director, LKQ Europe	2022	$	792,438	$	3,325,072	$	1,851,666	$	161,508	$	6,130,684
	2021	$	764,904	$	1,500,026	$	1,657,356	$	72,066	$	3,994,352
Justin Jude	2023	$	642,521	$	1,410,108	$	1,314,341	$	71,372	$	3,438,342
SVP of Operations - Wholesale Parts Division	2022	$	614,959	$	1,110,095	$	1,316,067	$	68,075	$	3,109,196
	2021	$	587,260	$	1,050,064	$	1,064,712	$	50,393	$	2,752,429
Walter Hanley	2023	$	495,014	$	1,125,101	$	1,134,350	$	63,865	$	2,818,330
SVP - Development	2022	$	477,479	$	1,080,061	$	1,080,236	$	63,861	$	2,701,637
	2021	$	467,452	$	1,050,064	$	980,942	$	51,986	$	2,550,444

(2) The amounts shown above represent the aggregate grant date fair value of awards granted during the period indicated, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated by multiplying the volume-weighted average price of underlying shares on the date of grant by the number of awards granted. PSU-1s have only a single possible achievement level (target), which was the basis for the grant date fair value disclosed in the table above. PSU-2s may be earned from 0% to 200% of the target number of share units based on performance versus goals for the performance period beginning January 1, 2023 and ending December 31, 2025 and were valued based on performance at 100% of target in the table above. The following table summarizes the grant date fair value of the 2023 PSU-1 and PSU-2 awards as disclosed above and at maximum achievement levels for each executive:

(3) Our Non-Equity Incentive Plan Compensation includes amounts related to our cash-based LTI awards and annual bonus awards. The amounts for each named executive officer for each of these award categories are set forth in the table below. The amounts shown under Cash-Based LTI Earned for 2023 are equal to the amounts earned and subsequently paid for the 2021-2023 performance period, the amounts shown under Cash-Based LTI Earned for 2022 are equal to the amounts earned and subsequently paid for the 2020-2022 performance period and the amounts shown under Cash-Based LTI Earned for 2021 are equal to the amounts earned and subsequently paid for the 2019-2021 performance period. The amounts shown under Annual Bonus Earned are equal to the amounts earned and subsequently paid for each annual performance period under our annual bonus program related to the years presented. For more information regarding our annual incentive awards, see the section entitled “Annual Bonus Awards” beginning on page 33. For more information regarding our Cash-Based LTI awards, see the section entitled “Long Term Incentive Awards” beginning on page 34.


Name	Award Type	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards (4) ($)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Dominick Zarcone	PSU-1	2/24/2023	$	—	$	—	$	—	—	57,247	—	—	$	3,262,518
	PSU-2	2/24/2023	$	—	$	—	$	—	22,263	44,526	89,052	—	$	2,537,546
	Annual Bonus		$	815,651	$	1,631,301	$	3,262,603	—	—	—	—	$	—
	LTI		$	725,000	$	1,450,000	$	2,900,000	—	—	—	—	$	—
Rick Galloway	PSU-1	2/24/2023	$	—	$	—	$	—	—	12,634	—	—	$	720,014
	PSU-2	2/24/2023	$	—	$	—	$	—	3,159	6,317	12,634	—	$	360,007
	Annual Bonus		$	178,130	$	356,260	$	712,521	—	—	—	—	$	—
	LTI		$	180,000	$	360,000	$	720,000	—	—	—	—	$	—
Varun Laroyia	PSU-1	2/24/2023	$	—	$	—	$	—	—	19,302	—	—	$	1,100,025
	PSU-2	2/24/2023	$	—	$	—	$	—	4,826	9,651	19,302	—	$	550,012
	Annual Bonus		$	309,853	$	619,705	$	1,239,411	—	—	—	—	$	—
	LTI		$	275,000	$	550,000	$	1,100,000	—	—	—	—	$	—
Justin Jude	PSU-1	2/24/2023	$	—	$	—	$	—	—	16,495	—	—	$	940,053
	PSU-2	2/24/2023	$	—	$	—	$	—	4,124	8,248	16,496	—	$	470,055
	Annual Bonus		$	192,756	$	385,512	$	771,025	—	—	—	—	$	—
	LTI		$	235,000	$	470,000	$	940,000	—	—	—	—	$	—
Walter Hanley	PSU-1	2/24/2023	$	—	$	—	$	—	—	13,161	—	—	$	750,048
	PSU-2	2/24/2023	$	—	$	—	$	—	3,291	6,581	13,162	—	$	375,053
	Annual Bonus		$	148,504	$	297,008	$	594,016	—	—	—	—	$	—
	LTI		$	187,500	$	375,000	$	750,000	—	—	—	—	$	—

(1) The amounts shown related to the annual bonus awards represent payments that were possible for the 2023 annual performance period. The annual awards for 2023 were calculated as a percentage of weighted average salary of the named executive officer. If the actual achievement is between these levels (between threshold and target or target and maximum), the payout is linearly interpolated. The 2023 annual awards for our named executive officers have been earned and paid, and the actual amount earned by each named executive officer is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amounts shown related to our LTI represent potential payments after the completion of the three-year performance period ending December 31, 2025. If the actual achievement is between these levels (between threshold and target or target and maximum), the payout is linearly interpolated. See “Executive Compensation - Compensation Discussion and Analysis” for more information.

(3) In 2023, LKQ granted performance-based three-year equity awards (PSU-2s) under our Equity Incentive Plan. As these awards are performance-based, the exact number of shares to be paid may be zero or may range from 50% to 200% of the target number of shares, depending on the Company's performance and the achievement of certain performance metrics (adjusted diluted EPS, three-year average organic parts & services revenue growth, and three-year average ROIC) over the three-year period ending December 31, 2025. The amounts shown represent the number of shares that may be paid out upon achievement of the threshold, target, and maximum performance levels. Payout for performance between levels will be linearly interpolated. See “Executive Compensation - Compensation Discussion and Analysis” for more information.

(1) The stock awards include RSUs, PSU-1s and PSU-2s. PSU-1s generally vest in equal tranches on March 1 and September 1 over a three-year period on each six-month anniversary of the grant date based on continued service, provided that we achieve positive diluted EPS during any fiscal year period within five years following the grant date. Generally, no PSU-1s vest prior to achievement of positive diluted EPS, and, if positive diluted EPS is not achieved within the five years following grant, the PSU-1 is forfeited. The performance-based conditions for the PSU-1s granted in 2021, 2022 and 2023 were met, and all applicable PSU-1s that had previously met the time-based vesting condition vested immediately and the remaining PSU-1s will vest according to the remaining schedule of the time-based condition. We granted performance-based restricted stock units (PSU-2s) in 2021, 2022 and 2023. The exact number of shares to be paid out after completion of the performance period may be up to twice the grant amount. The following table sets forth the vesting schedule of the unvested number of RSUs, PSU-1s and PSU-2s for each named executive officer as of December 31, 2023, with the 2021 PSU-2s based on actual achievement of 200% of target for the performance period ended December 31, 2023, and the 2022 and 2023 PSU-2s, for which the performance period has not yet ended, based on maximum potential achievement:

The Severance Policy applies to the executive officers of the Company and any other executive designated by the Compensation and Human Capital Committee (“Covered Executives”). It provides that, in the event the employment of a Covered Executive is terminated by the Company without “cause” or by the Covered Executive with “good reason” (as each term is defined in the Severance Policy or as supplemented by the Laroyia Letter Agreement for Mr. Laroyia), the Company will provide to such Covered Executive (a) a pro rata bonus for the year in which the termination occurs (based on the actual performance achieved, as applicable to other active participants), (b) during the Severance Period (defined as 18 months in the case of the Chief Executive Officer and our Chief Financial Officer and 12 months for all other Covered Executives except for Mr. Laroyia who also has a Severance Period of 18 months), a monthly severance payment equal to one-twelfth of the sum of the Covered Executive’s latest annual base salary and the average annual bonus (for the two prior full fiscal years), (c) a pro rata payment of any pending long term incentive award (based on the actual performance achieved, as applicable to other active participants), (d) Company-subsidized health and dental coverage during the applicable Severance Period, (e) continuation of vesting of outstanding performance based restricted stock units and other restricted stock units during the applicable Severance Period, and (f) outplacement services. The foregoing payments and benefits for a Covered Executive could be reduced in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the Covered Executive to financially benefit on an after-tax basis.

•a merger, consolidation, share exchange, reorganization or similar transaction involving the Company or any of its subsidiaries, a sale of substantially all the Company’s assets, or the acquisition of assets or stock of another entity by the Company (unless following such business combination transaction a majority of the Company’s directors continue as directors of the resulting entity, the holders of the outstanding voting securities of the Company immediately prior to such an event continue to own shares or other securities that represent more than 50% of the combined voting power of the resulting entity after such event in substantially the same proportions as their ownership prior to such business combination transaction, and no person owns 30% or more of the resulting entity’s common stock or voting securities).

The Change of Control Agreements with the Company’s executive officers were amended to address the potential overlap of benefits under the Change of Control Agreement and the Severance Policy. As a result of these revisions, in the event of a Change of Control of the Company, a Covered Executive who is a party to a Change of Control Agreement and who experiences a qualifying termination will generally be eligible only for the benefits under the Change of Control Agreement (and not Severance Policy benefits). Moreover, if a Covered Executive had already received benefits under the Severance Policy, such received benefits would reduce or offset the benefits (to the extent that they are the same type of benefit) that are otherwise provided to the Covered Executive under the Change of Control Agreement.

Pursuant to the Company's Equity Incentive Plan, for equity awards, upon a Change of Control, if the acquiror assumes the awards on substantially the terms existing prior to the Change of Control, the vesting periods and/or conditions of the awards do not accelerate; if the acquiror does not assume the award or if the participant’s employment is terminated within two years of the Change of Control, the awards will be deemed fully vested (for performance-based awards, the vesting will be based on the actual or assumed achievement of the performance goals as determined by the Compensation and Human Capital Committee). Pursuant to the terms of our Cash Incentive Plan, upon a Change of Control, participants remain eligible to receive payments in accordance with the terms of outstanding cash bonus awards subject to continued service, provided that the annual cash bonus awards will be calculated based on the better of actual achievement of the performance goals or the target achievement. In addition, if the acquiror does not assume the annual cash bonus awards or if the participant’s employment is terminated within two years of the Change of Control, the annual cash bonus awards will be deemed earned based on the better of actual achievement of the performance goals or the target achievement.


	Involuntary Termination (1)(2)		Change of Control where LTI Awards are not Assumed or Continued (3)		Involuntary Termination in Connection with a Change of Control (1)		Death or Disability (4)
Dominick Zarcone
Cash Severance (5)	$	5,548,336	$	—	$	9,181,747	$	4,425,246
Unvested and Accelerated Share-based Awards	3,771,730		4,683,659		4,683,659		4,683,659
PSU - 2 Awards (6)	2,497,006		4,624,903		4,624,903		4,277,301
Cash-Based Long-Term Incentive (7)	1,567,606		3,076,409		3,076,409		2,850,000
Medical and Dental Benefits (8)	58,340		—		97,233		—
Other Benefits and Perquisites (9)	7,500		—		7,500		—
Total	$	13,450,518	$	12,384,971	$	21,671,451	$	16,236,206
Rick Galloway
Cash Severance (5)	$	1,441,063	$	—	$	1,920,000	$	2,434,122
Unvested and Accelerated Share-based Awards	905,668		1,339,936		1,339,936		1,339,936
PSU - 2 Awards (6)	248,501		550,391		550,391		515,797
Cash-Based Long-Term Incentive (7)	244,252		546,378		546,378		520,433
Medical and Dental Benefits (8)	65,481		—		87,308		—
Other Benefits and Perquisites (9)	7,500		—		7,500		—
Total	$	2,912,465	$	2,436,705	$	4,451,513	$	4,810,288
Varun Laroyia
Cash Severance (5)	$	2,856,017	$	—	$	3,628,748	$	3,653,243
Unvested and Accelerated Share-based Awards	2,185,771		2,493,252		2,493,252		2,493,252
PSU - 2 Awards (6)	595,881		1,057,103		1,057,103		974,151
Cash-Based Long-Term Incentive (7)	589,936		1,159,903		1,159,903		1,075,000
Medical and Dental Benefits (8)	43,503		—		58,005		—
Other Benefits and Perquisites (9)	7,500		—		7,500		—
Total	$	6,278,608	$	4,710,258	$	8,404,511	$	8,195,646
Justin Jude
Cash Severance (5)	$	1,359,040	$	—	$	2,556,975	$	3,038,633
Unvested and Accelerated Share-based Awards	780,220		1,294,727		1,294,727		1,294,727
PSU - 2 Awards (6)	419,998		814,170		814,170		755,703
Cash-Based Long-Term Incentive (7)	443,224		899,837		899,837		840,000
Medical and Dental Benefits (8)	16,575		—		33,151		—
Other Benefits and Perquisites (9)	7,500		—		7,500		—
Total	$	3,026,557	$	3,008,734	$	5,606,360	$	5,929,063
Walter Hanley
Cash Severance (5)	$	1,019,239	$	—	$	2,019,471	$	2,652,388
Unvested and Accelerated Share-based Awards	694,006		1,125,646		1,125,646		1,125,646
PSU - 2 Awards (6)	408,617		723,123		723,123		666,240
Cash-Based Long-Term Incentive (7)	403,813		793,219		793,219		735,000
Medical and Dental Benefits (8)	43,654		—		87,308		—
Other Benefits and Perquisites (9)	7,500		—		7,500		—
Total	$	2,576,829	$	2,641,988	$	4,756,267	$	5,179,274

(2) The amount shown for the Cash Severance payment would be paid out in equal monthly installments over the Severance Period (18 months in the case of our Chief Executive Officer and our Chief Financial Officer or 12 months in the case of all other Covered Executives except for Mr. Laroyia who also has a Severance Period of 18 months). The Unvested and Accelerated Share Based Awards amount represents the value of share-based awards (using the market value of LKQ common stock on the last trading day of 2023, $47.79) that would continue to vest during the Severance Period (18 months in the case of our Chief Executive Officer, our Chief Financial Officer and Mr. Laroyia or 12 months in the case of all other Covered Executives).

(6) The performance period for the PSU-2s granted in 2021 ended on December 31, 2023, and therefore these are not included in the table above. Pursuant to our Severance Policy, upon Involuntary Termination without Cause, not related to a Change of Control, the PSU-2s granted in 2022 would be earned on December 31, 2024, which is during the assumed Severance Period for all named executive officers, but the PSU-2s granted in 2023 would not vest during the assumed Severance Period. Amounts presented above are based on projected performance as of December 31, 2023. Pursuant to the award agreement for the PSU-2s, upon Involuntary Termination without Cause Following a Change of Control or Change in Control where LTI Awards are not Assumed or Continued, vesting of the PSU-2s granted in 2022 and 2023 would accelerate based on projected performance as of December 31, 2023. Pursuant to the award agreement, upon termination due to death or Disability, vesting of the PSU-2s granted in 2022 and 2023 would accelerate at target.

(7) The performance period for the Cash-Based Long-Term Incentives granted in 2021 ended on December 31, 2023, and therefore these are not included in the table above. Pursuant to the Severance Policy, upon Involuntary Termination without Cause, not related to a Change of Control, a pro-rated portion of each of the Cash-Based Long-Term Incentives granted in 2022 and 2023 would be earned, based on actual performance at the end of the performance period. Amounts presented above are based on projected performance as of December 31, 2023. Pursuant to the CIP, upon Involuntary Termination without Cause Following a Change of Control or Change in Control where LTIP Awards are not Assumed or Continued, each of the Cash-Based Long-Term Incentives granted in 2022 and 2023 would be earned at the greater of actual achievement or target. Amounts presented above are based on actual achievement as of December 31, 2023. Pursuant to the CIP, upon termination due to death or Disability, the Cash-Based Long-Term Incentives granted in 2022 and 2023 would be earned at target.

1.To identify the “median employee” from our employee population determined as of December 31, 2023, we used the amount of “gross wages” for the identified employees as reflected in our payroll records for 2023. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. We did not use any statistical sampling techniques. We annualized the compensation for employees who began employment after the start of the year. For compensation paid to our non-U.S. employees, we applied the U.S. dollar yearly average currency exchange rate to the local currency to facilitate comparison of all employees in U.S. dollars.

Rules of the SEC permit us to use a method of delivery that is often referred to as “householding.” For stockholders who request to receive our proxy materials by mail, householding permits us to mail a single set of proxy materials to any household where two or more different stockholders reside and are members of the same household or in which one stockholder has multiple accounts, unless we receive contrary instructions from any such stockholder. In addition, certain intermediaries (i.e., brokers, banks or other nominees) have notified us that they will household proxy materials for our 2024 Annual Meeting. For voting purposes, these materials will include a separate proxy card for each account at the shared address. We will deliver promptly, if you request orally or in writing, a separate copy of our 2024 Proxy Statement and our 2023 Annual Report to any stockholder at the same address. If you wish to receive a separate copy of our 2024 Proxy Statement and our 2023 Annual Report, then you may contact our Investor Relations Department (a) by mail at LKQ Corporation, 500 West Madison Street, Suite 2800, Chicago, Illinois 60661, (b) by telephone at 877-LKQ-CORP (toll free), or (c) by e-mail at irinfo@lkqcorp.com. You can also contact your broker, bank or other nominee to make a similar request. Stockholders sharing an address who now receive multiple copies of our proxy statement and annual report may request delivery of a single copy by contacting us as indicated above, or by contacting their broker, bank or other nominee, so long as the broker, bank or other nominee has elected to household proxy materials.

For proposals that are not submitted for inclusion in the proxy materials but instead are sought to be presented directly at our 2025 annual meeting, our Bylaws require that in order for you to properly bring any business before any meeting of stockholders, including nominations for the election of directors, you must provide written notice, delivered to the Corporate Secretary of the Company at our principal executive offices, not less than 90 nor more than 120 days prior to the one year anniversary of the previous year's meeting date. In the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, your notice, in order to be timely, must be received by us not earlier than the 120th day prior to the annual meeting and not later than the later of the 90th day prior to the annual meeting or the 10th day following the day on which we mailed our notice or gave other disclosure of the meeting date. Your notice must include your name and address as it appears on our records and the number of shares of our capital stock you beneficially own as well as information about any derivative transactions by you involving our capital stock. In addition, (1) for proposals other than nominations for the election of directors, your notice must include a description of the business you want brought before the meeting, your reasons for conducting that business at the meeting, and any material interest you have in that business, and (2) for proposals relating to nominations of directors, your notice must also include with respect to each person nominated, among other things, the information required by Regulation 14A under the Exchange Act.

EIGHTH: To the fullest extent permitted by law, Nno director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not eliminate or limit the liability of except to the extent provided by applicable law (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) a director pursuant to Section 174 of the General Corporation Law of the State of Delaware, or (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action by or in the right of the Corporation. If the General Corporation Law of the State of Delaware is amended after approval by the Corporation’s stockholders of this paragraph to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.


			SUBMIT A PROXY BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
			Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717			During The Meeting - Go to www.virtualshareholdermeeting.com/LKQ2024
			You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
			SUBMIT A PROXY BY PHONE - 1-800-690-6903
			Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
			SUBMIT A PROXY BY MAIL
			Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

LKQ CORPORATION

The Board of Directors recommends you vote FOR the

following:

Election of Directors

Nominees:

For

Against

Abstain

1a. Patrick Berard

1b. Meg A. Divitto

The Board of Directors recommends you vote FOR
proposals 2, 3 and 4.

1c. Justin L. Jude

For

Against

Abstain

1d. Blythe J. McGarvie

Ratification of the appointment of Deloitte & Touche LLP

as our independent registered public accounting firm for

our fiscal year ending December 31, 2024.

1e. John W. Mendel

1f. Jody G. Miller

Approval, on an advisory basis, of the compensation of our named executive officers.

1g. Guhan Subramanian

1h. Xavier Urbain

Approval of an amendment to the Company's restated certificate of incorporation to provide for officer exculpation.

1i. Dominick Zarcone

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


						D41686-P50069
			LKQ CORPORATION
			Annual Meeting of Stockholders
			May 7, 2024 1:30 P.M.
			This proxy is solicited by the Board of Directors

						The undersigned appoints Patrick Ferrell and Matthew McKay (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of LKQ Corporation, a Delaware corporation (the "Company"), the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held virtually at www.virtualshareholdermeeting.com/LKQ2024, on Tuesday, May 7, 2024 at 1:30 P.M. Central Time and all adjournments and postponements thereof. The Board of Directors of the Company recommends a vote “FOR” all nominees for director, and “FOR” proposals 2, 3 and 4.

						This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director, and “FOR” proposals 2, 3 and 4. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.



						You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE), but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendations. The Named Proxies cannot vote the shares unless you sign and return this card.



						Continued and to be signed on reverse side


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12


x			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


			By Order of the Board of Directors

			/s/ MATTHEW MCKAY
			Matthew McKay
			Senior Vice President - General Counsel and Corporate Secretary
			March 22, 2024


			Page
INTRODUCTION			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
Important Notice of Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on Tuesday, May 7, 2024			1
Access to the Audio Webcast of the 2024 Annual Meeting			1
Purpose of the Meeting			1
Who Can Vote			2
How You Can Vote			2
How the Board Recommends that You Vote			3
How You May Revoke or Change Your Vote			3
Quorum Requirement			3
Vote Required			3
Discretionary Voting and Adjournments			4
Submitting Questions at the Annual Meeting; Rules of Conduct			4
Replay			4
PROPOSAL NO. 1 - ELECTION OF OUR BOARD OF DIRECTORS			5
Governance Highlights			5
Introduction -- An Overview of LKQ's Mission and How Our Board Composition Is Aligned with Our Strategy			5
Board Diversity Matrix			7
Nominees			8
Nominating Process			12
CORPORATE GOVERNANCE			13
Corporate Governance Guidelines			13
Performance Evaluation			13
Board Leadership Structure			13
Role of Board of Directors in Our Risk Management Process			13
Board Oversight of Strategy and ESG			14
Director Independence			14
Director Attendance			14
Director Stock Ownership Guidelines			15
Code of Ethics			15
Pledging/Hedging			15
Succession and Refreshment			15
Committees of the Board			15
Stockholder Communications with the Board of Directors			17
Compensation and Human Capital Committee Interlocks and Insider Participation			17
DIRECTOR COMPENSATION			18
Director Fees			18
Indemnification			19
Director Compensation Table			19
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
Audit Fees and Non-Audit Fees			20
Policy on Audit Committee Approval of Audit and Non-Audit Services			20


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Total
Patrick Berard (3)	$	123,226	$	164,998	$	288,224
Meg A. Divitto (3)	$	132,903	$	164,998	$	297,901
Robert M. Hanser (4)	$	46,129	$	—	$	46,129
Joseph M. Holsten (3)	$	113,226	$	164,998	$	278,224
Blythe J. McGarvie (3)	$	153,226	$	164,998	$	318,224
John W. Mendel (5)	$	148,226	$	164,998	$	313,224
Jody G. Miller (5) (6)	$	136,452	$	164,998	$	301,450
Guhan Subramanian (5)	$	103,226	$	350,000	$	453,226
Xavier Urbain (3)	$	128,226	$	164,998	$	293,224
Jacob Welch (7)	$	44,355	$	—	$	44,355


(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)


YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.


Report of the Audit Committee			21
PROPOSAL NO. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			22
PROPOSAL NO. 4 - APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION			23
Background			23
Exculpation Amendment			23
Reasons for the Exculpation Amendment			23
Effect of the Proposed Amendment			24
OTHER PROPOSALS			25
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS			26
Executive Summary			26

Advisory Vote on Executive Compensation			31
Objectives of Our Compensation Programs			31
What Our Compensation Programs are Designed to Reward			31
Executive Compensation Decision-Making			31
Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element			32
Retirement Plans			37
Severance Protection			38
Compensation-Related Governance Policies			38
Indemnification			39
Deductibility			39
Taxation of "Parachute" Payments and Deferred Compensation			39
Accounting for Stock-Based Compensation			40
Risks Relating to Our Compensation Policies and Practices			40
Compensation and Human Capital Committee Report			40
EXECUTIVE COMPENSATION - COMPENSATION TABLES			41
Summary Compensation Table			41
Grants of Plan-Based Awards for Fiscal Year-End December 31, 2023			43
Outstanding Equity Awards at Fiscal Year-End December 31, 2023			44
Option Exercises and Stock Vested for Fiscal Year-End December 31, 2023			45
Pension Benefits			45
Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2023			45
Potential Payments Upon Termination or Change in Control			46
CEO Pay Ratio			49
Pay Versus Performance			50
OTHER INFORMATION			55
Principal Stockholders			55

Certain Transactions			55
Solicitation of Proxies			56
Delivery of Proxy Materials to Households			56
Submitting Your Proposals for the 2025 Annual Meeting			56
Annual Report			57
General			57
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION			A-1


Total Number of Directors: 9

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	6	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—		—	—
Did Not Disclose Demographic Background	—		—	—


Total Number of Directors: 11

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	8	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—		—	—
Did Not Disclose Demographic Background	—		—	—


	2023		2022
Audit Fees	$	8,704,350	$	6,560,000
Audit-Related Fees	$	23,290	$	1,574,240
Tax Fees	$	3,696,600	$	2,165,000
All Other Fees	$	—	$	—
Total Audit and Non-Audit Fees	$	12,424,240	$	10,299,240


Adient plc (ADNT)			Goodyear Tire & Rubber Company (GT)
Advance Auto Parts, Inc. (AAP)			Lear Corp. (LEA)
Aptiv Plc. (APTV)			O’Reilly Automotive, Inc. (ORLY)
AutoZone, Inc. (AZO)			Republic Services, Inc. (RSG)
BorgWarner Inc. (BWA)			United Rentals, Inc. (URI)
CDW Corp (CDW)			W.W. Grainger Inc. (GWW)
Dana Incorporated (DAN)			Watsco, Inc. (WSO)
Fastenal Company (FAST)			WESCO International, Inc. (WCC)
Genuine Parts Company (GPC)


Executive	2023 Salary		2022 Salary
Dominick Zarcone	$	1,100,000	$	1,050,000
Rick Galloway	$	600,000	$	575,000
Varun Laroyia	$	835,000	$	800,000
Justin Jude	$	650,000	$	620,000
Walter Hanley	$	500,000	$	480,000


	Corporate Program
($ in millions)	EBITDA (30% Wtg.)			EBITDA Percentage (30% Wtg.)		Free Cash Flow (40% Wtg.)
Threshold	$	1,693		12.0	%	$	847
Target	$	1,831		13.0	%	$	947
Maximum	$	1,969		14.0	%	$	1,047

Achieved	$	1,787		12.9	%	$	1,064
Payout as % of target	84		%	97	%	200		%

Weighted Total	134.5		%


	2023 Target Bonus Opportunity			2023 Actual Bonus Earned
	% Salary	$		% of Target	$
Dominick Zarcone	150%	$	1,631,301	134.5%	$	2,193,411
Rick Galloway	60%	$	356,260	134.5%	$	479,019
Varun Laroyia	75%	$	619,705	134.5%	$	833,242
Justin Jude	60%	$	385,512	150.3%	$	579,341
Walter Hanley	60%	$	297,008	134.5%	$	399,350


	Weighting	Threshold Goal (50% of target payout)	Target Goal (100% of target payout)	Maximum Goal (200% of target payout)	Actual Results	Payout	Weighted Payout
Adjusted Diluted EPS (3rd Year)	40.0%	$2.88	$3.09	$3.30	$3.98	200%	80%
3-Year Average Organic Parts & Services Revenue Growth	40.0%	1.0%	2.0%	3.0%	5.9%	200%	80%
3-Year Average ROIC	20.0%	10.0%	10.5%	11.0%	14.5%	200%	40%
					Total Payout		200%


EPS Achievement in 2025 (40% Wtg.)	3-Year Average Parts & Services Organic Revenue Growth (40% Wtg.)	3-Year Average ROIC (20% Wtg.)	Payout (% of Target)(1)
<$4.25	<3.0%	<14.50%	0%
$4.25	3.0%	14.50%	50%
$4.75	4.5%	15.25%	100%
>=$5.25	>=6.0%	>=16.00%	200%


	2024	2025	2026	2027	2028	Total
Dominick Zarcone	132,667	118,575	98,593	—	—	349,835
Rick Galloway	18,805	17,473	17,025	797	—	54,100
Varun Laroyia	64,953	31,477	22,519	—	—	118,949
Justin Jude	34,534	23,148	19,244	—	—	76,926
Walter Hanley	32,730	21,559	15,355	—	—	69,644


Name	Executive Contributions in Last FY (1)		Registrant Contributions in Last FY (2)		Aggregate Earnings in Last FY(3)		Aggregate Withdrawals/Distributions		Aggregate Balance at Last FYE (4)
Dominick Zarcone	$	968,249	$	125,535	$	280,379	$	—	$	3,434,645
Rick Galloway	$	152,548	$	33,450	$	64,025	$	—	$	407,305
Varun Laroyia	$	159,634	$	69,149	$	158,123	$	—	$	1,051,373
Justin Jude	$	137,452	$	48,649	$	380,178	$	—	$	3,779,197
Walter Hanley	$	58,329	$	34,024	$	733,963	$	—	$	4,467,921


	Threshold (50%)		Target (100%)		Maximum (200%)
Dominick Zarcone	$	725,000	$	1,450,000	$	2,900,000
Rick Galloway	$	180,000	$	360,000	$	720,000
Varun Laroyia	$	275,000	$	550,000	$	1,100,000
Justin Jude	$	235,000	$	470,000	$	940,000
Walter Hanley	$	187,500	$	375,000	$	750,000


POSITION			MULTIPLE OF BASE SALARY
Chief Executive Officer			5x
Executive Vice Presidents			3x
Senior Vice Presidents			2x


	PSU-1s Grant Date Fair Value				PSU-2s Grant Date Fair Value
Name	Target		Maximum		Target		Maximum
Dominick Zarcone	$	3,262,518	$	3,262,518	$	2,537,546	$	5,075,091
Rick Galloway	$	720,014	$	720,014	$	360,007	$	720,014
Varun Laroyia	$	1,100,025	$	1,100,025	$	550,012	$	1,100,025
Justin Jude	$	940,053	$	940,053	$	470,055	$	940,110
Walter Hanley	$	750,048	$	750,048	$	375,053	$	750,105


Name	Year	Cash-Based LTI Earned		Annual Bonus Earned		Total
Dominick Zarcone	2023	$	2,940,000	$	2,193,411	$	5,133,411
	2022	$	2,152,500	$	2,362,781	$	4,515,281
	2021	$	1,200,000	$	2,835,000	$	4,035,000
Rick Galloway	2023	$	328,692	$	479,019	$	807,711
	2022	$	259,161	$	376,417	$	635,578
Varun Laroyia	2023	$	1,050,000	$	833,242	$	1,883,242
	2022	$	861,000	$	990,666	$	1,851,666
	2021	$	510,000	$	1,147,356	$	1,657,356
Justin Jude	2023	$	735,000	$	579,341	$	1,314,341
	2022	$	602,700	$	713,367	$	1,316,067
	2021	$	360,000	$	704,712	$	1,064,712
Walter Hanley	2023	$	735,000	$	399,350	$	1,134,350
	2022	$	602,700	$	477,536	$	1,080,236
	2021	$	420,000	$	560,942	$	980,942


Name	Retirement Plans		Life Insurance Premiums		Disability Insurance Premiums		Other			Total
Dominick Zarcone	$	137,910	$	20,538	$	9,564	$	—		$	168,012
Rick Galloway	$	45,825	$	2,267	$	7,021	$	—		$	55,113
Varun Laroyia	$	81,524	$	4,342	$	8,812	$	363,607	(a)	$	458,285
Justin Jude	$	61,024	$	2,715	$	7,633	$	—		$	71,372
Walter Hanley	$	46,399	$	6,862	$	10,604	$	—		$	63,865


	Stock Awards (1)
Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested (2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2)(3)
Dominick Zarcone	98,005	$	4,683,659	251,830	$	12,034,956
Rick Galloway	28,038	$	1,339,936	26,062	$	1,245,503
Varun Laroyia	52,171	$	2,493,252	66,778	$	3,191,321
Justin Jude	27,092	$	1,294,727	49,834	$	2,381,567
Walter Hanley	23,554	$	1,125,646	46,090	$	2,202,641


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Dominick Zarcone	130,422	$	7,259,627
Rick Galloway	8,009	$	463,057
Varun Laroyia	68,216	$	3,787,276
Justin Jude	35,341	$	1,967,780
Walter Hanley	35,136	$	1,956,449


Adjusted Diluted EPS
Organic Parts and Services Revenue Growth
Free Cash Flow
Return on Invested Capital
EBITDA Dollars
EBITDA Margin


Year	Summary Compensation Table Total for CEO(1)		Compensation Actually Paid to CEO(2)		Average Summary Compensation Table Total for Other NEOs(3)		Average Compensation Actually Paid to Other NEOs(4)		Value of Initial Fixed $100 Investment Based on:				GAAP Net Income ($ mil.)(7)		Adjusted Diluted EPS (8)
Year	Summary Compensation Table Total for CEO(1)		Compensation Actually Paid to CEO(2)		Average Summary Compensation Table Total for Other NEOs(3)		Average Compensation Actually Paid to Other NEOs(4)		Total Shareholder Return(5)		Peer Group Total Shareholder Return(6)		GAAP Net Income ($ mil.)(7)		Adjusted Diluted EPS (8)
2023	$	12,189,021	$	10,962,088	$	3,402,781	$	3,111,223	$	140	$	105	$	938	$	3.98
2022	$	10,740,892	$	11,905,149	$	2,982,991	$	2,761,619	$	153	$	105	$	1,150	$	3.95
2021	$	9,445,636	$	17,406,173	$	3,049,150	$	5,627,834	$	169	$	142	$	1,092	$	3.94
2020	$	7,843,673	$	7,733,481	$	2,513,288	$	2,401,479	$	99	$	118	$	640	$	2.68


Year	Summary Compensation Table Total for CEO		Minus Summary Compensation Table Value of Equity Granted to CEO		Plus Year-End Fair Value of Equity Granted During Fiscal Year that is Outstanding and Unvested at Year-End		Plus (Minus) Year-over-Year Change in Fair Value of Equity Granted in Prior Years that is Outstanding and Unvested at Year-End		Plus Fair Value at Vesting Date of Equity Granted and Vested During the Year		Plus (Minus) Change in Fair Value from Beginning of the Year to Vesting Date of Equity Granted in Any Prior Year that Vested During the Year		Minus Fair Value at Beginning of the Year of Equity Granted in Prior Year that was Forfeited During the Year		CEO CAP*
2023	$	12,189,021	$	(5,800,064)	$	4,978,226	$	(273,069)	$	—	$	(132,026)	$	—	$	10,962,088
2022	$	10,740,892	$	(5,000,075)	$	5,564,237	$	1,513,443	$	—	$	(913,348)	$	—	$	11,905,149
2021	$	9,445,636	$	(4,200,026)	$	6,584,867	$	3,622,781	$	—	$	1,952,915	$	—	$	17,406,173
2020	$	7,843,673	$	(3,750,034)	$	3,987,653	$	(36,312)	$	—	$	(311,499)	$	—	$	7,733,481

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	LKQ CORPORATION
Entity Central Index Key	0001065696