SIDNEY B. DEBOER - Corporate Board Profile

LITHIA MOTORS INC

Filing Date	Source Excerpt
2013-03-15	Sidney B. DeBoer is the founder of Lithia Motors. Mr. DeBoer served as Chairman, Chief Executive Officer and Secretary from 1968 until May 2012. Since May 2012, Mr. DeBoer has served as Chairman of the Board and Executive Chairman.
2014-03-14	Sidney B. DeBoer took Lithia Motors public in 1996. Mr. DeBoer served as Chairman, Chief Executive Officer and Secretary from 1968 until May 2012. Since May 2012, Mr. DeBoer has served as Executive Chairman.
2015-03-12	Mr. DeBoer served as Chairman, Chief Executive Officer and Secretary from 1968 until May 2012. Since May 2012, Mr. DeBoer has served as Executive Chairman. ... Mr. DeBoer attended Stanford University and the University of Oregon. ... Our Board of Directors has set the number of directors at seven. ... Sidney B. DeBoer, as Manager of Lithia Holding Company, L.L.C. ("Lithia Holding"), has the authority to vote all of the Class B common stock, which represents approximately 52.0% of the outstanding voting shares. ... The compensation table shows Sidney B. DeBoer received total compensation of $3,240,801 in 2014.
2016-03-11	Sidney B. DeBoer took Lithia Motors public in 1996 and is our Chairman... He served as Executive Chairman until December 31, 2015. Director Service Agreement effective January 1, 2016 pays him $210,000 annually as director compensation.
2017-03-10	Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. He continues his involvement with industry organizations, including the President’s Club of the National Automobile Dealers Association, the Oregon Director of the National Auto Dealers Association, and the Chrysler National Dealer Council. Mr. DeBoer’s pioneering work in the public auto retailer sector and as an automotive dealer has earned him numerous awards and recognition. His charitable work on the Southern Oregon University Foundation Board, Oregon Community Foundation and the Oregon Shakespeare Festival has created a vibrant community for our company’s headquarters. Mr. DeBoer attended Stanford University and the University of Oregon. Mr. DeBoer’s familiarity with our business, executive leadership knowledge and industry experience make him uniquely qualified to be our Chairman. The fees reflected in the column “Fees Earned or Paid in Cash” in the above table are the actual fees earned in calendar year 2016. The amounts in the “Stock Awards” column reflect the fair value of awards granted during 2016, even though not fully earned until the completion of the year of service in April 2017. Equity incentive awards outstanding at December 31, 2016 for each non-employee director were as follows: Sidney B. DeBoer 391. Under his Director Services Agreement, Mr. DeBoer was paid cash in lieu of a stock award for his service on the Board from January 1, 2016 until the annual meeting of shareholders held in 2016, when he began to receive the same compensation for service as a director as our non-employee directors. This amount is related to payments made under Mr. DeBoer's transition agreement, including insurance benefits and car allowances. The Compensation Committee annually reviews non-employee director compensation and recommends changes to our Board of Directors. If accepted, any recommended change is effective for the ensuing service year. Accordingly, the actual compensation paid to a non-employee director in a calendar year is generally earned under two separate compensation plans. Except for Sidney B. DeBoer, directors who are employees of the Company are not compensated separately for their service as directors.
2018-03-09	Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. Mr. DeBoer’s pioneering work in the public auto retailer sector and as an automotive dealer has earned him numerous awards and recognition. His charitable work on the Southern Oregon University Foundation Board, Oregon Community Foundation and the Oregon Shakespeare Festival has created a vibrant community for our company’s headquarters. Mr. DeBoer attended Stanford University and the University of Oregon. Mr. DeBoer’s familiarity with our business, executive leadership knowledge and industry experience make him uniquely qualified to be our Chairman.
2018-12-07	Mr. DeBoer is our Founder and was our Chief Executive Officer from 1968 through 2011. He was the CEO of the Company when it became public in 1996, paving the way for it to become a Fortune 500 company. In 2012 Mr. DeBoer became our Executive Chairman during a transition period which allowed for succession planning for the Company's leadership. For each of 2013, 2014, and 2015, Mr. DeBoer’s total compensation was approximately $3.2 million per year plus certain other agreed upon benefits. On September 14, 2015, the Company entered into a Transition Agreement with Mr. DeBoer to reflect Mr. DeBoer’s changing role at the Company. Under the Transition Agreement, at the end of 2015, upon his stepping down as Executive Chairman, Mr. DeBoer’s salary, incentive compensation and deferred compensation ended, and beginning January 1, 2016, the Company began to pay Mr. DeBoer annual amounts for the remainder of his life for his prior services rendered as an employee of the Company equal to $1,050,000, plus certain other agreed upon benefits.
2019-03-11	SIDNEY B. DEBOER took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. Mr. DeBoer’s pioneering work in the public auto retailer sector and as an automotive dealer has earned him numerous awards and recognition. His charitable work on the Southern Oregon University Foundation Board, Oregon Community Foundation and the Oregon Shakespeare Festival has created a vibrant community for our company’s headquarters. Mr. DeBoer attended Stanford University and the University of Oregon. Mr. DeBoer’s familiarity with our business, executive leadership knowledge and industry experience make him uniquely qualified to be our Chairman.
2020-03-11	SIDNEY B. DEBOER Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. Mr. DeBoer’s pioneering work in the public auto retailer sector and as an automotive dealer has earned him numerous awards and recognition. His charitable work on the Southern Oregon University Foundation Board, Oregon Community Foundation and the Oregon Shakespeare Festival has created a vibrant community for our Company’s headquarters. Mr. DeBoer attended Stanford University and the University of Oregon. His familiarity with our business, executive leadership knowledge and industry experience make him uniquely qualified to serve as our Chairman. 2019 Director Compensation Table. The following table summarizes compensation paid to non-employee directors and to our Chairman during calendar year 2019, which amounts represent the 2019 portion of both the 2018-2019 Board term and the 2019-2020 Board term: Name Fees Earned or Paid in Cash ($) Stock Awards ($) All Other Compensation ($) Total ($) Sidney B. DeBoer 106,667 159,320 7,785 273,772
2021-03-16	Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. ... As noted in the Non-Employee Director Compensation Table, for his services as a director, Sidney B. DeBoer receives the same compensation, in the same form, as the Company pays to its non-employee directors. ... The following table summarizes compensation paid to non-employee directors and to our Chairman during calendar year 2020, which amounts represent the 2020 portion of both the 2019-2020 Board term and the 2020-2021 Board term: Sidney B. DeBoer 265,448.
2022-03-11	Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. His charitable work on the Southern Oregon University Foundation Board, Oregon Community Foundation and the Oregon Shakespeare Festival has created a vibrant community for our Company’s headquarters. Mr. DeBoer attended Stanford University and the University of Oregon. The compensation structure for our non-employee directors for the 2021-2022 service year was as follows: $100,000 cash plus additional cash for committee chair positions and Lead Independent Director or Chairman of the Board. The 2021 Director Compensation Table shows Sidney B. DeBoer received $122,500 in fees earned or paid in cash, $163,158 in stock awards, and $7,785 in other compensation, totaling $293,443.
2023-03-08	Sidney B. DeBoer took Lithia Motors public in 1996 and is the Chairman of the Board. Mr. DeBoer served as Chief Executive Officer (CEO) and Secretary from 1968 through 2011, and then Executive Chairman through the end of 2015. ... As noted in the Non-Employee Director Compensation Table, for his services as a director, Sidney B. DeBoer receives the same compensation, in the same form, as the Company pays to its non-employee directors. ... 2022 Director Compensation ... Sidney B. DeBoer $146,667 Fees Earned or Paid in Cash, $152,201 Stock Awards, $0 All Other Compensation, $298,868 Total Compensation.
2024-03-12	Sidney B. DeBoer, 80 Chairman of the Board Founder of Lithia Motors, Inc. Tenure: 56 years 2023 Director Compensation Table Sidney B. DeBoer Fees Earned or Paid in Cash: $158,333 Stock Awards: $171,971 Total Compensation: $330,304 Board Leadership and Structure Sidney B. DeBoer is our Chair of the Board.
2025-03-11	Sidney B. DeBoer is the father of Bryan B. DeBoer, who is a Director and our Chief Executive Officer, and Mark DeBoer, who is the Company's Vice President of Real Estate. There are no other family relationships between our executive officers and directors. On September 14, 2015, the Company entered into a Transition Agreement with Sidney B. DeBoer, the Chairman of the Company, to reflect Mr. DeBoer’s changing role at the Company. Under the agreement, effective December 31, 2015, Mr. DeBoer ceased to be an executive officer of the Company, and the Company ceased paying Mr. DeBoer a base salary and contributing to his account under the Company’s Executive Management Non-Qualified Deferred Compensation and SERP. Mr. DeBoer also ceased to be eligible to participate in performance-based compensation arrangements, including under the Company’s Short-Term Incentive Plan and under its Stock Incentive Plan. Under the Transition Agreement the Company pays Mr. DeBoer annual amounts for his prior services rendered as an employee of the Company equal to $1,050,000 and a $42,000 vehicle allowance, and the Company reimburses Mr. DeBoer for amounts payable under the four split-dollar insurance policies described below in this section. A Special Meeting of Shareholders was held on January 21, 2019, where 99.95% of voting shareholders agreed that adding a sunset to the Transition Agreement was in the best interests of the shareholders. Under the amendment to the Transition Agreement that adds the sunset, the Transition Agreement ends on the earlier of Mr. DeBoer’s death or December 31, 2035. The Company entered into a Director Service Agreement, effective January 1, 2016, with Sidney B. DeBoer. Under the agreement, for so long as Mr. DeBoer serves as a member of the Board of Directors, the Company will pay him the same compensation, in the same form (cash or equity), as the Company pays to its non-employee directors (as that amount is established by the Board of Directors from time to time). As noted in the Non-Employee Director Compensation Table, for his services as a director, Sidney B. DeBoer receives the same compensation, in the same form, as the Company pays to its non-employee directors. Separately, Sidney B. DeBoer receives payments for his prior services rendered as an employee that are described below under "Certain Relationships and Related Transactions and Director Independence” on page 85.