DEF 14A of Lithia Motors Inc, Mar 11, 2026

DEF 14A of Lithia Motors Inc

Filed Mar 11, 2026 · FY20250001023128-26-000026

Open on EDGAR

  1. Director and Nominee Biographies

    Director and Nominee Biographies

  2. Director and Nominee Biographies

    | | Sidney B. DeBoer | | Biography | Why Nominated | | 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 as 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. | Mr. DeBoer is the Chairman of the Board. Mr. DeBoer's founder's spirit and pioneering work in the public auto retail sector as an automotive dealer has earned him numerous awards and recognition. His familiarity with our business, executive leadership knowledge and industry experience make him uniquely qualified to serve as our Chair. Mr. DeBoer has served on our board since 1968. |

  3. Director and Nominee Biographies

    | | Bryan B. DeBoer | | Biography | Why Nominated | | Prior to becoming CEO, Bryan B. DeBoer was Senior Vice President of Mergers & Acquisitions/Operations and then Chief Operating Officer, driving the growth of Lithia and transforming the Company culture to an entrepreneurial and high-performance model. Upon joining Lithia in 1989, Mr. DeBoer grew through the store positions of Finance Manager, Used Vehicle Manager, General Sales Manager, General Manager and multi-store General Manager. Mr. DeBoer has a B.S. degree, summa cum laude, from Southern Oregon University in Business Administration. He also graduated from the National Automobile Dealers Association Dealer Academy. | Mr. DeBoer has been our CEO and President since 2012 and first became a director in 2008. Mr. DeBoer’s store experience, passion for mergers and acquisitions and demonstrated ability to develop strong manufacturer relationships drive our growth. His enthusiasm for the car business combined with a visionary spirit set the tone for our innovative and entrepreneurial culture. |

  4. Director and Nominee Biographies

    | Lithia Motors, Inc. 2026 Proxy Statement | 02: Directors and Nominees | 14 |

  5. Director and Nominee Biographies

    | | Richard J. Bailey Jr. | | Biography | Why Nominated | | Richard J. Bailey Jr. has served as the President and Chief Executive Officer of Southern Oregon University since January 2022, and before that oversaw the resurgence of Northern New Mexico College, where he served as President from October 2016 to January 2022. Prior to that, Mr. Bailey completed a 24-year career with the U.S. Air Force, retiring as a full colonel and command pilot with more than 3,500 flying hours. From 2012 to 2016, Mr. Bailey also taught cybersecurity and cyber strategy for the U.S. Air Force. Dr. Bailey received a bachelor’s degree in engineering sciences from the Air Force Academy, a master’s degree in international affairs from Washington University (St. Louis), and a doctorate degree in government from Georgetown University. | Mr. Bailey joined our Board in October of 2025 and brings with him a track record of operational excellence, strategic oversight, human capital management, and cybersecurity expertise as a full Colonel in the U.S. Air Force and distinguished university president. Mr. Bailey serves on our Audit Committee. |

  6. Director and Nominee Biographies

    | | Priya C. Huskins | | Biography | Why Nominated | | Priya C. Huskins is a Senior Vice President and National Director for Arthur J. Gallagher & Co., a commercial insurance brokerage. She assumed this role following Gallagher’s acquisition of Woodruff Sawyer & Co. in 2025, where she has served in various positions since 2003, including as a Partner and Senior Vice President since 2005, as a member of Woodruff Sawyer’s board of directors since 2016, and as the Presiding Director of that board beginning in 2023. Prior to that, Ms. Huskins was a corporate and securities attorney at the law firm Wilson Sonsini Goodrich & Rosati from 1997 to 2003. She also has sat on the advisory board of the Stanford Rock Center for Corporate Governance since 2012. Since 2007, Ms. Huskins has served on the board of directors of Realty Income Corporation (NYSE: O) where she currently chairs the Compensation and Talent Committee and sits on the Nominating/Governance Committee. Since 2021, she has been a member of the board for NMI Holdings, Inc. (Nasdaq: NMIH), where she currently serves as a member of the Compensation committee and Governance and Nominating committee. Ms. Huskins is also a member of the board of the Long Term Stock Exchange, a role she has held since 2022. She previously served as lead independent director of Anzu SPAC I (Nasdaq: ANZUU), which became Envoy Medical, Inc. (Nasdaq: COCH), from 2021 to 2023. Ms. Huskins holds a Juris Doctorate degree from the University of Chicago Law School and an undergraduate degree from Harvard College. | If elected, Ms. Huskins will bring to the Board more than 25 years of recognized leadership as a teacher, writer, advisor and practitioner on a broad range of board governance matters, including risk oversight, executive compensation, complex legal and regulatory matters, and shareholder relations. |

  7. Director and Nominee Biographies

    | Lithia Motors, Inc. 2026 Proxy Statement | 02: Directors and Nominees | 15 |

  8. Director and Nominee Biographies

    | | James E. Lentz | | Biography | Why Nominated | | James E. Lentz spent the majority of his more than 40 year career in the auto industry at Toyota, where he served as Chief Executive Officer for Toyota Motor North America from 2013 until his retirement in 2020. During his 38 years with Toyota, Mr. Lentz oversaw all business for Toyota’s North American region, including manufacturing, research and development, sales, marketing, product support, and corporate resources. Mr. Lentz led and contributed to several key milestones in Toyota’s history, including the Scion brand launch and the recognition of Toyota and Lexus brands as leaders in customer experience. He has been named “Marketer of the Year” by Advertising Age, an “All-Star” by Automotive News, and “Industry Leader of the Year” by the Automotive Hall of Fame. Mr. Lentz also serves as an advisor to several private companies. Mr. Lentz earned both his undergraduate degree and M.B.A. in Finance from the University of Denver. | Mr. Lentz joined our Board in October of 2022. With his tenured career in the automotive industry, and extensive experience in corporate resources, Mr. Lentz is lending his significant industry and leadership expertise while serving on our Compensation, Audit and Nominating and Governance committees. |

  9. Director and Nominee Biographies

    | | Stacy C. Loretz-Congdon | | Biography | Why Nominated | | Stacy C. Loretz-Congdon, in 2016 and after 26 years of service, retired from Core-Mark Holding Company, Inc., one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry and a Fortune 500 company which merged with Performance Food Group Company (NYSE: PFGC) in 2021. Ms. Loretz-Congdon served in various capacities at Core-Mark, including as Senior Vice President, Chief Financial Officer and Assistant Secretary, as well as a member of Core-Mark’s Information Technology Steering Committee and the Investment Committee, from December 2006 to May 2016. Ms. Loretz- Congdon also served on the board of Core-Mark Families Foundation, a non-profit providing scholarships to children, from 2015 to 2023, and previously served on the board of Farmer Bros. Co (Nasdaq: FARM), including as Audit Committee Chair, until the end of her term in February 2025. She has been named as one of the Top 50 female CFOs in the Fortune 500 by Business Insider and Convenience Store News named her Woman of the Year (both in 2015). Prior to joining Core-Mark, Ms. Loretz-Congdon was an auditor for Coopers & Lybrand. Ms. Loretz- Congdon received her Bachelor of Science degree in Accounting from California State University, San Francisco. | Ms. Loretz-Congdon joined our Board in April 2023. She brings to our Board her deep experience in accounting and the oversight of Fortune 500 public company finance functions, including all corporate finance disciplines, strategy execution, risk mitigation, investor relations, as well as involvement with human capital management and technology initiatives. She is also an audit committee financial expert as defined under SEC rules, and serves on our Audit Committee and chairs our Nominating and Governance Committee. |

  10. Director and Nominee Biographies

    | Lithia Motors, Inc. 2026 Proxy Statement | 02: Directors and Nominees | 16 |

  11. Director and Nominee Biographies

    | | Shauna F. McIntyre | | Biography | Why Nominated | | Shauna F. McIntyre has spent the majority of her 30-year career leading and scaling technology-driven businesses at the intersection of industrial automation, energy, and mobility and is a four-time CEO with experience revitalizing companies for growth. Since August of 2025, she has served as CEO of Ensurge Micropower ASA (OL: ENSU), a microbattery developer and manufacturer. Prior to that, she was the Deputy CEO of Northvolt North America from August 2024 to November 2024, and CEO of Cuberg, Northvolt’s advanced energy storage subsidiary, from February 2024 to August 2024. Ms. McIntyre ran an advisory practice to private equity and other firms from June 2022 to February 2024. She also restructured operations for Electric Last Mile Solutions (NASDAQ: ELMS) while serving as their interim CEO from February 2022 to June 2022, navigating the company through its bankruptcy process. Prior, she scaled Sense Photonics technology business to a successful exit as their CEO from April 2020 until October 2021. Ms. McIntyre was also the program lead for Google’s automotive services from May 2018 to April 2020. Ms. McIntyre holds an M.B.A. from Harvard Business School and an M.S. and B.S in Mechanical Engineering from University of California, Berkeley and the University of California, Los Angeles, respectively. | Ms. McIntyre joined our Board in April 2019. Ms. McIntyre brings a wealth of knowledge and expertise to our Board in a wide variety of subjects within the automotive industry, including manufacturing, cyber security, technology, innovation, E-commerce, finance, management and operations. Ms. McIntyre was selected to serve on our Board of Directors because of her valuable strategic, industry and leadership experience. Ms. McIntyre chairs our Compensation Committee and serves on our Nominating and Governance Committee. |

  12. Director and Nominee Biographies

    | | Cassandra M. McKinney | | Biography | Why Nominated | | Cassandra M. McKinney has over 30 years of experience as a senior executive, primarily with prominent banking institutions. Prior to her retirement from Comerica Bank (NYSE: CMA) in April of 2025, she had served as Comerica's EVP, Retail Bank since April of 2020 and as a member of Comerica’s Management Executive Committee where she was responsible for the company’s Consumer and Small Business banking segment. Prior to that role, Ms. McKinney served as SVP, Director Retail Bank Product and Operations Group for Comerica from 2016 to 2020. Prior to working in the banking sector, Ms. McKinney spent 11 years with IBM (NYSE: IBM) in technology information systems and sales and service management. Ms. McKinney also served as a Director and on the Education Committee for the Consumer Banking Association, and is a member of the Executive Leadership Counsel of The Links Incorporated. She holds Bachelor’s Degrees in Chemical Engineering from Columbia University and Chemistry from Dillard University. | Ms. McKinney joined our Board in July of 2024 and brings to our Board her executive experience in banking, accounting, financial reporting, strategy, innovation, retail and value creation. Ms. McKinney serves on both our Audit and Compensation committees. Ms. McKinney is an audit committee financial expert as defined under SEC rules. |

  13. Director and Nominee Biographies

    | Lithia Motors, Inc. 2026 Proxy Statement | 02: Directors and Nominees | 17 |

  14. Director and Nominee Biographies

    | | Louis P. Miramontes | | Biography | Why Nominated | | Louis P. Miramontes has been an independent financial advisor since 2014. Mr. Miramontes serves on the board of directors of Oportun Financial Corporation (Nasdaq: OPRT), where he is a member of the Audit and Nominating and Governance committees, and previously served on the board of directors of Rite Aid Corporation until August 2023. He also provides advisory services to a real estate development company. Previously, Mr. Miramontes had a distinguished 38-year career at KPMG until his retirement in 2014, where he served in many leadership roles, including managing partner of the San Francisco office and Senior Partner for the Latin America region. He provided audit services to public and private clients in the retail, financial services, and real estate sectors. Mr. Miramontes holds a B.S. degree in Business Administration from California State University, East Bay. | Mr. Miramontes joined our Board in 2018 and has extensive experience in accounting, financial reporting and corporate governance. He is our Lead Independent Director, chairs our Audit Committee and serves on our Nominating and Governance Committee and our Compensation Committee. Mr. Miramontes is also an audit committee financial expert as defined under SEC rules. |

  15. Director and Nominee Biographies

    | | Heidi L. O’Neill | | Biography | Why Nominated | | Heidi L. O’Neill is an experienced corporate leader, executive and board member. She recently concluded a 27 year tenure with Nike, Inc. (NYSE: NKE) in May of 2025, where she retired as President of Consumer, Product, and Brand at Nike, Inc. In that role, Ms. O'Neill led the integration of global men’s, women’s and kid’s consumer and sport teams, the entire global product and innovation engine, and global brand marketing and sports marketing. Prior to that, Ms. O’Neill held a variety of leadership roles at Nike, including President of Consumer and Marketplace, President of Nike Direct, and leading Nike’s North America apparel business as VP/GM. Ms. O'Neill currently serves as a board member for Spotify Technology S.A. (NYSE: SPOT), a role she has held since 2017, where she is a member of the People Experience and Compensation Committee. Ms. O'Neill is also a board member for Hyatt Hotels Corporation (NYSE: H), a role she has held since 2023, where she is a member of the Talent and Compensation Committee. Ms. O'Neill studied journalism at the University of Colorado–Boulder. | Ms. O'Neill joined our Board in October of 2025, and brings her deep executive, leadership, retail, marketing and brand design experience to our Board. She is also a seasoned director with experience overseeing companies in the midst of growth. Ms. O'Neill serves as a member of our Audit Committee. |

  16. Director and Nominee Biographies

    | Lithia Motors, Inc. 2026 Proxy Statement | 02: Directors and Nominees | 18 |

  17. Board of Directors

    Board of Directors Our Bylaws provide for not fewer than five directors. Our Board has the discretion to set the size of our board from time to time. Our Board has set the number of directors at ten, effective as of the Annual Meeting. There is no requirement that directors attend our Annual Meeting, but directors are encouraged to do so. Our Board held eighteen meetings in 2025. Each incumbent director attended at least 80% of all meetings of the Board and of the Board committees on which the director served. All of our directors then in office attended our 2025 Annual Meeting of Shareholders.

  18. Board of Directors

    Board of Directors •Enterprise Risk Management •Cybersecurity •Policies, practices and contributions regarding the environment, sustainability and social issues.

  19. Compensation of Directors

    Compensation of Directors

  20. Non-Employee Director Compensation

    Non-Employee Director Compensation Our directors serve from election at each annual meeting of shareholders until the following annual meeting or until the director’s successor is elected and qualified. The Compensation Committee annually reviews non-employee director compensation and recommends any applicable changes to our Board. The Compensation Committee engages independent consultants to review the market competitiveness of the compensation paid to the non-employee directors compared to Company peers. The Compensation Committee engaged Pay Governance in 2025 to help review and assess non-employee director compensation for the 2025-2026 Board service year. Pay Governance recommended, and the Board approved, changes to the director compensation program to retain competitive positioning for the 2025-2026 Board service year. The changes include an increase to the cash retainer amounts and equity grants, as set forth below and places the compensation at the median compared to Company peers, which are the same companies in the peer group used for executive compensation comparisons. The changes in the director compensation program are effective for the 2025-2026 Board service year. Accordingly, the actual compensation paid to a non-employee director in the 2025 calendar year is earned under two separate compensation programs. Except for Sidney B. DeBoer, directors who are employees of the Company are not compensated separately for their service as directors. 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 Transactions with Related Persons” on page 80. Executive officers of the Company do not recommend or determine non-employee director compensation. Our non-employee directors are currently Mses. Loretz-Congdon, McIntyre, McKinney, O'Neill and Messrs. Bailey, Lentz and Miramontes. We pay a majority of our non-employee directors’ compensation as equity awards. The Compensation Committee believes that paying a majority of the annual compensation in equity provides non-employee directors with a vested interest in our long-term financial success and aligns their interests with those of our shareholders. The compensation structure for our non-employee directors for the 2025-2026 service year was as follows: •$100,000 in cash (no increase from the 2024-2025 calendar year) paid in 12 monthly installments over the service period.

  21. Non-Employee Director Compensation

    | Lithia Motors, Inc. 2026 Proxy Statement | 03: Corporate Governance | 28 |

  22. Non-Employee Director Compensation

    •An additional $30,000 in cash to each director who holds the position of Compensation Committee or Audit Committee chair (a $5,000 increase from the 2024-2025 calendar year), $30,000 in cash (a $5,000 increase from the 2024-2025 calendar year) to our Nominating and Governance Committee chair, and $40,000 (a $5,000 increase from the 2024-2025 calendar year) to any director who serves as our Lead Independent Director or as chairman of the Board. In each case, these additional cash amounts are also paid in 12 monthly installments over the service period. •An award for a number of restricted stock units ("RSUs"), which are settled in shares of our common stock, with a value of $195,000 (no increase from the 2024-2025 board service year). The number of RSUs awarded is based on the average closing share price for the 20 trading days prior to the award grant date. •RSU awards to our non-employee directors are granted immediately after our annual shareholder meeting and vest over one year, with 25% vesting on the first business day of the month after each regularly scheduled quarterly meeting of our Board if the director continues to serve on that day. All equity grants to non-employee directors are subject to our stock ownership policy. See "Non-Employee Director Stock Ownership Policy; Hedging and Pledging Restrictions” below.

  23. 2025 Director Compensation

    2025 Director Compensation

  24. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table summarizes compensation paid to non-employee directors and to our Chairman during calendar year 2025, which amounts represent the 2025 portion of both the 2024-2025 Board term and the 2025-2026 Board term.

  25. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total Compensation | | Richard J. Bailey Jr. (3) | $25,000 | $107,978 | $132,978 | | Sidney B. DeBoer(4) | $166,667 | $186,462 | $353,129 | | James E. Lentz | $100,000 | $186,462 | $286,462 | | Stacy C. Loretz-Congdon | $116,667 | $186,462 | $303,129 | | Shauna F. McIntyre | $128,333 | $186,462 | $314,795 | | Cassandra M. McKinney | $100,000 | $186,462 | $286,462 | | Louis P. Miramontes | $155,000 | $186,462 | $341,462 | | Heidi L. O’Neill (3) | $25,000 | $107,978 | $132,978 | | David J. Robino (5) | $53,333 | $0 | $53,333 |

  26. Non-Employee Director Compensation Table

    (1) The fees reflected in the column "Fees Earned or Paid in Cash” in the above table are the actual fees earned in calendar year 2025 (2) The amounts set forth in this column reflect the grant date fair value of all awards granted in 2025 calculated in accordance with FASB ASC Topic 718 and excluding the effects of any forfeitures. (See Note 14 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for the valuation and assumptions and other information related to our stock awards). (3) Mr. Bailey and Ms. O'Neill joined our Board effective October 1, 2025 and therefore received a pro-rata portion of the 2025-2026 Board term fees and equity awards. (4) This amount reflects the fees the Board has agreed to pay Mr. DeBoer for his service as a director under his Director Service Agreement, and does not include the amounts paid to Mr. DeBoer under his September 14, 2015 Transition Agreement or otherwise, which are described under "Certain Relationships and Related Transactions and Director Independence” on page 80. (5) Mr. Robino's service on the Board ended at our 2025 Annual Shareholder Meeting and therefore he did not receive any fees with respect to the 2025-2026 Board term.

  27. Non-Employee Director Compensation Table

    | Lithia Motors, Inc. 2026 Proxy Statement | 03: Corporate Governance | 29 |

  28. Non-Employee Director Compensation Table

    The following table sets forth all stock units held by each non-employee director as of December 31, 2025. Mr. David Robino's service on the Board ended at our 2025 Annual Shareholder Meeting and therefore he did not hold any unvested stock awards as of December 31, 2025:

  29. Non-Employee Director Compensation Table

    | Name | Unvested Stock Awards (#) | | Richard J. Bailey Jr. | 171 | | Sidney B. DeBoer | 168 | | James E. Lentz | 168 | | Stacy C. Loretz-Congdon | 168 | | Shauna F. McIntyre | 168 | | Cassandra M. McKinney | 168 | | Louis P. Miramontes | 168 | | Heidi L. O’Neill | 171 |

  30. Executive Summary

    Executive Summary We just completed our first three-year performance cycle since 2023, when we: •redesigned our compensation program, •introduced relative and diverse financial metrics, and •incorporated performance-based restricted stock units (PSUs) with a 3-year performance period and relative TSR modifier. We believe the 3-year performance period to be the most reliable measure of our performance relative to our peers. The goal of this leading practice redesign was simple: use challenging goals to incentivize outperformance compared to our compensation Peer Group in our strategically important metrics, principally revenue, profit generation and stock price performance. This program is organized around the following components that align the interests of our executives with our investors by rewarding superior performance.

  31. Executive Summary

    | Rigorous Relative Metrics | Revenue Growth | Profitability (EPS and Net Income) and Stock Price | | All of our financial metrics and the TSR modifier in our PSUs measure results relative to our peers. We use rigorous financial goals and 3-year TSR goals that pay at target only if our performance meets the peer median and pay above target only for peer outperformance. | Revenue is the most important component of our growth strategy, and therefore is weighted at 40% of our short- and long-term incentive plans. Starting in 2026, we replaced top-line revenue with same store revenue in our short-term plan, resulting in a balance of organic and inorganic growth and complete metric diversity between our long- and short-term plans, as discussed in "2026 Compensation" below. | We seek to grow not just revenue, but earnings and, ultimately, shareholder value. Therefore, beginning with our 2024 compensation program, profitability metrics in each of our plans are non-overlapping and weighted heavier than revenue. Specifically, 50% of our short-term incentive depends on relative net income growth and relative EPS makes up 60% of our PSU's core metrics. We also incorporate a 3-year relative TSR modifier in all our PSUs to ensure alignment with shareholder experience. |

  32. 2025 Short-Term Incentive

    2025 Short-Term Incentive

  33. Long-Term Incentive - 2023 PSUs

    Long-Term Incentive - 2023 PSUs

  34. Payout: 194% of target

    Payout: 194% of target

  35. Payout: 210% of target

    Payout: 210% of target

  36. 2025 Long-Term Incentive

    2025 Long-Term Incentive As discussed further in Long Term Incentive Plan – 2025 PSUs, below, we continued to structure our long-term incentive consistent with prior years as a mix of performance-based PSUs with a 3-year performance period on the following metrics, and time-based RSUs that vest annually over 3 years. We believe stability in this program is in the best interest of shareholders as we seek to incent management to generate profitable revenue that drives shareholder growth.

  37. 2025 Long-Term Incentive

    | PSUs | RSUs | | •Performance Period: 2025-2027 •Metrics: ◦Relative Revenue Growth (40%) ◦Relative EPS Growth (60%) ◦Relative TSR Modifier (up to +/- 35%) s | •Vesting Period: annual installments over three years |

  38. 2026 Compensation

    2026 Compensation As we continue to refine our compensation program, we heard from investors that same store metrics were important and that they preferred non-overlapping metrics in long- and short-term incentive plans. We also believe core operating performance and organic growth are important aspects of our growth strategy. Accordingly, starting in 2026, the revenue component of our short-term incentive plan (weighted at 40% of the plan) will change from top-line revenue to same store revenue to emphasize organic growth in our integrated stores. The revenue component in our long-term incentive will remain tied to top-line revenue, meaning our 2026 long- and short-term plans use distinct metrics.

  39. Our Compensation Practices Benefit our Shareholders

    | What We Do | | | ✓ | Align pay and performance, with significant percentages of target total direct compensation (TDC) based on performance or at risk (90% for the CEO and 73% for the other NEOs) | | ✓ | Rigorous financial, strategic and relative performance goals, including relative TSR, with audited attainment determinations | | ✓ | 3-year performance periods on PSUs | | ✓ | Meaningful stock ownership guidelines for directors and executives | | ✓ | Clawback policies on cash incentives and stock awards due to financial restatement or misconduct resulting in reputational harm | | ✓ | Double-trigger change in control provisions | | ✓ | Entirely independent Compensation Committee | | ✓ | Independent compensation consultant | | ✓ | Annual compensation program and policies risk assessment | | ✓ | Ability to exercise negative discretion on all incentives |

  40. Target Compensation By Component

    Target Compensation By Component ■ Long-Term Incentive ■ Performance-Based RSUs ■ Service-Based RSUs ■ Short-Term Incentive ■ Base Salary ■ Other

  41. CEO

    | | | Compensation Component | Description | | | Annual | Base Salary | A competitive base income set to attract talent and promote long-term retention. Lithia believes that as an employee moves into higher level positions in the Company, base pay should become a smaller component of overall TDC. | | Performance Based | | Short-Term Incentive | An annual performance-based cash incentive which ties a significant portion of our executives' annual cash to growth in revenue and profitability relative to our compensation Peer Group, and achievement of our corporate responsibility and strategy goals. | | | Long-Term | Long-Term Incentive | A long-term equity-based program that emphasizes PSUs that incorporate relative financial metrics and a relative TSR modifier, with a minority weighting on RSUs. Performance awards vest only after a 3-year performance. All metrics are measured relative to our compensation Peer Group. | | | Other | Retirement | A non-qualified deferred compensation plan with annual discretionary contributions that provides key employees funds for retirement and supports succession planning. SERP contributions promote retention by using longer-term vesting periods. Participants may choose to defer up to 50% of their base salary and 100% of their bonus compensation. | | | | Perquisites | Perquisites are limited. |

  42. Short-Term Incentive Plan

    Short-Term Incentive Plan The 2025 short-term incentive plan rewarded executives based on our revenue and net income growth, in each case relative to our Peer Group, and execution of our corporate responsibility and strategy initiatives. Consistent with our 2024 short-term incentive, we continued to use all relative financials metrics in 2025, weighted at 90% of the plan, emphasized profitability over revenue, and incorporated a corporate responsibility and strategy component.

  43. How our 2025 Short-Term Incentive Plan Works

    How our 2025 Short-Term Incentive Plan Works Our 2025 short-term incentive plan compensated executives for achieving annual performance goals in each of the below criteria. Each named executive officer’s target cash bonus potential was based on a market competitive percentage of base salary ranging from approximately 64% to 150%, which was paid out according to the attainment of pre-approved performance goals. Each executive’s target bonus, expressed as a percentage of salary, and their weighted performance goals, were as follows:

  44. How our 2025 Short-Term Incentive Plan Works

    | | | Weighting of Performance Factors | | | | Named Executive Officer | Target Short-Term Incentive (% of Salary) | Relative Revenue Growth | Relative Net income Growth | Corporate Responsibility & Strategy | | Bryan B. DeBoer | 150% | | | | | Tina H. Miller | 87% | | | | | David G. Stork | 64% | | | | | Gary M. Glandon | 67% | | | | | George N. Hines | 69% | | | | | Adam A. Chamberlain | 100% | | | |

  45. How our 2025 Short-Term Incentive Plan Works

    40% 50% 10%

  46. How our 2025 Short-Term Incentive Plan Works

    | Lithia Motors, Inc. 2026 Proxy Statement | 05: Compensation Discussion and Analysis (CD&A) | 42 |

  47. Establishment of 2025 Targets and Actual Cash Payouts

    Establishment of 2025 Targets and Actual Cash Payouts We believe using metrics that promote high performance and profitable growth are critical. These performance criteria are approved annually by the Compensation Committee and are designed to reward both short-term and long-term value creation, support growth in profitability, and increase share value. Management provides the Compensation Committee with a quarterly review of the short-term incentive plan attainment pacing. If we do not achieve threshold performance, then no short-term incentive is earned or paid. The Compensation Committee has discretion to reduce awards under the short-term incentive plan. For 2025, our relative financial metrics and corporate responsibility and strategy goals and attainment were as follows: •Relative Financial Metrics: 90% of our short-term incentive plan payouts depended on our financial performance relative to our compensation Peer Group. Specifically, 40% of the plan was based on our revenue growth rank, and 50% was based on our net income growth rank, as shown below.

  48. Establishment of 2025 Targets and Actual Cash Payouts

    | Revenue Growth Rank | Attainment Percentage | Net Income Growth Rank | Attainment Percentage | | 1st to 5th | 200% | 1st to 5th | 200% | | 6th | 180% | 6th | 180% | | 7th | 160% | 7th | 160% | | 8th | 140% | 8th | 140% | | 9th | 120% | 9th | 120% | | 10th | 100% | 10th | 100% | | 11th | 100% | 11th | 100% | | 12th | 80% | 12th | 80% | | 13th | 70% | 13th | 70% | | 14th | 60% | 14th | 60% | | 15th | 50% | 15th | 50% | | 16th to 20th | 0% | 16th to 20th | 0% |

  49. Establishment of 2025 Targets and Actual Cash Payouts

    *Our and peers' growth under both metrics is measured as the sum of that applicable metric for the four quarters reported prior to December 15, 2025, divided by the sum of the same metric for the immediately preceding four quarters. In 2025, relative financial metric results and corresponding payout percentages relative to target were as follows:

  50. Establishment of 2025 Targets and Actual Cash Payouts

    | 2025 Short-Term Incentive Plan - Relative Financial Metrics | | | | | Weighting | Performance Metric | Attainment | | | | Relative Revenue Growth | Peer Rank 3rd | Payout 200% | | | Relative Net Income Growth | Peer Rank 3rd | Payout 200% |

  51. Establishment of 2025 Targets and Actual Cash Payouts

    40% 50%

  52. Establishment of 2025 Targets and Actual Cash Payouts

    | Lithia Motors, Inc. 2026 Proxy Statement | 05: Compensation Discussion and Analysis (CD&A) | 43 |

  53. Establishment of 2025 Targets and Actual Cash Payouts

    Corporate Responsibility and Strategy Objectives: We believe a small portion of our short-term incentive should be based on non-financial goals. Therefore, 10% of our 2025 short-term incentive plan was based on progress toward our consumer optionality, sustainability, and corporate responsibility goals, which supplement our financial goals. These goals are rigorous and intended to focus management on advancing our initiatives described in the Corporate Responsibility section of this proxy statement, above. Each year, management presents the extent to which these objectives are accomplished to the Compensation Committee for review and approval. Payout percentages are as follows:

  54. Establishment of 2025 Targets and Actual Cash Payouts

    | Objectives | % of Payout | | Significantly Above Target | 200% | | Above Target | 150% | | Target | 100% | | Below Target | 50% |

  55. Establishment of 2025 Targets and Actual Cash Payouts

    We successfully executed on our corporate responsibility objectives this year, as shown below. Accordingly, these results, as approved, warranted a payout of this 10% portion of each executive’s 2025 short-term incentive plan award at 140% based on achievement of our goals, including the following. Based on overall attainment, this non-financial component of the short-term incentive accounted for 7.2% of payouts.

  56. Establishment of 2025 Targets and Actual Cash Payouts

    | Consumer Optionality | Sustainability and Corporate Responsibility | | •Driveway Finance Corporation (DFC) achieved 14.5% penetration rate in 2025 (up from 11.6% in 2024). •Expanded and successfully migrated Driveway Finance customers to myDriveway portal. •Grew Driveway.com customer scores, digital retail processes and post-sale support driving an increase in purchase commitments and purchases of 68% and 101% year over year, respectively. •Expanded GreenCars partner stores by over 25% to 298 stores, achieved newsletter subscribers of 40,144, and hosted over 30 in-person GreenCar events. •Ecosystem profitability, including attributed net profits, reached breakeven in 2025 and is now positive compared to a net loss in 2024. | •Grew sustainable vehicle sales to 26% of total retail vehicles in North America from 21% in 2024, and grew mix of value auto sales from 22.8% of used retail vehicle sales to 25.9%. •Started or completed energy efficiency projects scheduled to deliver over 3 million kWh in annual savings, a 76% increase over 2024. •Awarded the Environment Impact Award by the Portland Business Journal for our company’s work on Earth Day to organize a statewide trash cleanup across Oregon. •Roseville Toyota recognized as the #1 retailer of Toyota battery electric vehicles in the nation. •Over $100,000 raised across the country for Special Olympics in 2025 following a nationwide campaign with record attendance. •Over 300 Automotive students attended a Lithia educational workshop this year that heavily emphasized EV technology. •Lithia 4 Kids giving increased over 50% year over a year to $463,000. |

  57. 2025 Actual Bonus

    2025 Actual Bonus Based on 2025 attainment of these goals, the 2025 short-term incentive plan payouts were as follow. As Mr. Chamberlain resigned from his employment effective June 1, 2025, he did not receive any payout on his 2025 short-term incentive. Mr. Glandon's 2025 short-term incentive plan target is calculated as a percentage of his yearly salary in effect prior to his transition to senior advisor.

  58. 2025 Actual Bonus

    | Named Executive Officers | Target Short-Term Incentive Plan as % of Base Salary | Actual 2025 Payout as % of Target | Actual 2025 Payout ($) | | Bryan B. DeBoer | 150% | 194.0% | $3,783,000 | | Tina H. Miller | 87% | 194.0% | $1,261,000 | | David G. Stork | 64% | 194.0% | $620,800 | | Gary M. Glandon | 67% | 194.0% | $776,000 | | George N. Hines | 69% | 194.0% | $853,600 |

  59. 2025 Actual Bonus

    | Lithia Motors, Inc. 2026 Proxy Statement | 05: Compensation Discussion and Analysis (CD&A) | 44 |

  60. Long-Term Incentive Plan

    Long-Term Incentive Plan We issue awards under our long-term incentive plan primarily in the form of PSUs, with a service-based RSU component. We believe this PSU and RSU mix better aligns our executive team with our shareholders compared to a stock option-based plan because PSUs are directly tied to performance outcomes and both PSUs and RSUs experience the upside as well as the downside of stock price changes. This structure rewards employees if they achieve financial performance that exceeds our peers and drives our stock price upward.

  61. Pay Versus Performance table, are designed to create strong shareholder alignment and

    Pay Versus Performance table, are designed to create strong shareholder alignment and appropriate holding power to support our employee retention and stock ownership goals.

  62. How our 2025 Long-Term Incentive Plan Works

    How our 2025 Long-Term Incentive Plan Works 25% In 2025, the Compensation Committee approved long-term incentive awards for our executives 2025

  63. LTI Target

    LTI Target

  64. Value Split

    Value Split consisting of PSUs and RSUs, as set forth in the table below. The Compensation Committee approved the PSUs and RSUs awarded to NEOs and other key employees after considering, among other things, peer comparisons, absolute and relative Company financial performance 75% and total shareholder return, awards granted in prior years, the percentage of total compensation and targets determined based upon the Board approved business plan, and the recommendation of our independent compensation consultant. PSUs (3yr performance period) RSUs (annual service-vesting over 3yrs)

  65. Value Split

    | Named Executive Officer | 2025 Target PSU Value ($) | 2025 Target RSU Value ($) | 2025 Target Total LTI Value ($) | | Bryan B. DeBoer | 8,062,500 | 2,687,500 | 10,750,000 | | Tina H. Miller | 1,552,500 | 517,500 | 2,070,000 | | David G. Stork | 465,000 | 155,000 | 620,000 | | Gary M. Glandon | 510,000 | 170,000 | 680,000 | | George N. Hines | 772,500 | 257,500 | 1,030,000 | | Adam A. Chamberlain | 1,612,500 | 537,500 | 2,150,000 |

  66. 2025 PSU Design Overview

    2025 PSU Design Overview •3-Year Performance Period: 2025-2027 •Metric: ◦Relative Revenue Growth (40%) ◦Relative EPS Growth (60%) ◦Relative TSR modifier (up to +/- 35%) •Incentive: drive high-quality and profitable revenue and stock performance over 3-years relative to our peers. 2025 PSU Payout Formula: The 2025 PSUs use a 3-year performance period that ends on December 31, 2027 and will pay out in 2028 to the extent the Compensation Committee certifies attainment based on the following formula. These goals are consistent with the goals for our 2024 PSUs.

  67. [ (Relative Revenue Attainment * 40%) + (Relative EPS Growth Attainment * 60%) ] * Relative TSR Modifier

    [ (Relative Revenue Attainment * 40%) + (Relative EPS Growth Attainment * 60%) ] * Relative TSR Modifier

  68. [ (Relative Revenue Attainment * 40%) + (Relative EPS Growth Attainment * 60%) ] * Relative TSR Modifier

    | Relative Revenue Growth: Attainment under the revenue growth component of our PSUs is based on our revenue growth performance over 3 years ranked against our compensation Peer Group, as shown below: | | Relative EPS Growth: Attainment under the EPS growth component of our PSUs is based on our EPS growth performance over 3- years ranked against our compensation Peer Group, as shown below: | | TSR Modifier The attainment percentage determined by our relative revenue growth and relative EPS growth is then multiplied by an adjustment factor determined by our 3-year TSR ranking relative to our compensation Peer Group, as follows: | | | Revenue Growth(1) Rank | Attainment Percentage | EPS Growth(1) Rank | Adjustment Factor | TSR Growth(2) Rank | Modification Factor | | 1st to 5th | 195% | 1st to 5th | 195% | 1st to 5th | 1 .35 | | 6th | 175% | 6th | 175% | 6th | 1 .30 | | 7th | 160% | 7th | 160% | 7th | 1 .25 | | 8th | 140% | 8th | 140% | 8th | 1 .15 | | 9th | 120% | 9th | 120% | 9th | 1 .10 | | 10th | 100% | 10th | 100% | 10th | 1 .0 | | 11th | 100% | 11th | 100% | 11th | 1 .0 | | 12th | 90% | 12th | 90% | 12th | 0 .90 | | 13th | 85% | 13th | 85% | 13th | 0 .85 | | 14th | 75% | 14th | 75% | 14th | 0 .75 | | 15th | 50% | 15th | 50% | 15th | 0 .70 | | 16th to 20th | 0% | 16th to 20th | 0% | 16th to 20th | 0 .65 |

  69. [ (Relative Revenue Attainment * 40%) + (Relative EPS Growth Attainment * 60%) ] * Relative TSR Modifier

    | (1) Our and our peer's relative revenue and EPS growth rank is determined based on such companies' 3-year annual growth average for the given metric. This average is determined by averaging a company’s growth rate for the applicable metric for each of the three successive 4-quarter periods reported before December 15, 2027. For this purpose, the applicable metric’s growth rate is the sum of that applicable metric for a given four quarter period, divided by the sum of the same metric for the immediately preceding four quarter period. | | (2) TSR is calculated based on the change in the 20-day average closing price from January 1, 2025 to December 31, 2027 and assuming dividend reinvestment. |

  70. [ (Relative Revenue Attainment * 40%) + (Relative EPS Growth Attainment * 60%) ] * Relative TSR Modifier

    | Lithia Motors, Inc. 2026 Proxy Statement | 05: Compensation Discussion and Analysis (CD&A) | 46 |

  71. 2023 PSU Design Overview and Payout

    2023 PSU Design Overview and Payout •3-Year Performance Period: 2023-2025 •Performance: •Attainment: •Metric:

  72. 2023 PSU Design Overview and Payout

    | •Relative Revenue Growth | 2nd Among Peers | 175% | | •Modifier: Relative TSR (up to +/- 25%) | 6th Among Peers | Payout increased 20% | | •Modifier: Operating Margin (set max/min payout) | 4.80% | No Adjustment | | | Total Attainment: | 210% |

  73. 2023 PSU Design Overview and Payout

    2023 PSU Payout: In 2023, we awarded PSUs with a 3-year performance period that ended December 31, 2025 and vested based on our relative revenue growth over the performance period, with a relative TSR modifier that could increase or decrease payouts by up to 25% and an operating margin governor that set the upper and lower limits of attainment. Following the completion of this 3-year performance period, the Compensation Committee certified the financial results and payouts for the 2023 PSUs in January 2026 at 210% of target, based on the following performance formula and goals. (Relative Revenue Growth * Relative TSR Modifier) adjusted by an Operating Margin Governor

  74. 2023 PSU Design Overview and Payout

    | Relative Revenue Growth: Attainment under the revenue growth component of our 2023 PSUs was based on our revenue growth over 3 years ranked against our compensation Peer Group, as shown below: | | TSR Modifier The attainment percentage determined by our relative revenue growth was then multiplied by an adjustment factor determined by our 3-year TSR ranking relative to our compensation Peer Group, as follows: | | Operating Margin Governor Finally, the payout determined via multiplying our revenue growth attainment by our TSR adjustment factor is subject to a maximum and minimum set by our 3-year operating margin, as shown below: | | | | Revenue Growth(1) Rank | Attainment Percentage | TSR(2) Modifier | Adjustment Factor | Operating Margin | Attainment Range | | | | | | | | Min | Max | | 1st to 5th | 175% | 1st to 5th | 1.25 | >4.50% | 60% | 218.8% | | 6th | 160% | 6th | 1.20 | 4.0% to 4.5% | 50% | 200% | | 7th | 145% | 7th | 1.15 | 3.5% to <4.0% | 40% | 175% | | 8th | 130% | 8th | 1.10 | 3.0% to <3.5% | 30% | 150% | | 9th | 115% | 9th | 1.05 | 2.0% to <3.0% | 20% | 125% | | 10th | 100% | 10th | 1.00 | <2.0% | 0% | 125% | | 11th | 100% | 11th | 1.00 | | | | | 12th | 80% | 12th | 0.95 | | | | | 13th | 70% | 13th | 0.90 | | | | | 14th | 60% | 14th | 0.85 | | | | | 15th | 50% | 15th | 0.80 | | | | | 16th to 20th | 0% | 16th to 20th | 0.75 | | | | | Actual Rank | Attainment | Actual Rank | Adjustment Factor | Actual Result | Payout Adjustment | | | 2nd | 175% | 6th | 1.20 | 4.80% | None | |

  75. 2023 PSU Design Overview and Payout

    | (1) Our and our peers' relative revenue growth rank is determined by ranking the average quarterly revenue growth rate. This average is determined by averaging each company’s growth rate for the applicable metric for each of the 12 successive 4-quarter periods reported before December 15, 2025. For this purpose, the revenue growth rate is the revenue result for a given quarter divided by the revenue result for the corresponding quarter from the prior year. | | (2) TSR is calculated based on the change in the 30-day average closing price from January 1, 2023 to December 31, 2025 and assuming dividend reinvestment. |

  76. 2023 PSU Design Overview and Payout

    | Lithia Motors, Inc. 2026 Proxy Statement | 05: Compensation Discussion and Analysis (CD&A) | 47 |

  77. Peer Group and Benchmarking

    Peer Group and Benchmarking In July of 2024, as part of the annual assessment of the peer group used for setting compensation, the Compensation Committee again asked Pay Governance to review the Company’s peer group for appropriateness. Pay Governance reviewed our peer group, taking into account the following criteria:

  78. Peer Group Criteria

    Peer Group Criteria •Are broadly representative of Lithia’s key characteristics (e.g., size, profitability, retail, and direct-to-consumer models), •Operate in Lithia’s labor market for executive and director talent, and •When reviewed in the aggregate, have a Peer Group median revenue, market capitalization, and pre-tax profit that is close to Lithia’s size and scope. With these factors in mind, Pay Governance continued to recommend that our peer group include auto, specialty and broader retail companies given the limited number of direct auto retail competitors and the fact that we sell automotive related products and services. After reviewing Pay Governance’s analysis, and given the multifaceted nature of our customers’ retail experience, which is akin to other retail industries, the Compensation Committee continued the use of the 2024 peer group for 2025 compensation decisions, as shown below. We believe this peer group continues to reflect the competitive market for talent and performance, particularly given our goal to operate as a premier retailer both within and beyond the automotive retail space.

  79. Peer Group Criteria

    | Symbol | Company Name | Symbol | Company Name | | AAP | Advance Auto Parts, Inc. | LKQ | LKQ Corporation | | ABG | Asbury Automotive Group, Inc. | LOW | Lowes Companies, Inc. | | AN | Autonation, Inc. | ORLY | O'Reilly Automotive, Inc. | | AZO | AutoZone, Inc. | PAG | Penske Automotive Group, Inc. | | BBY | Best Buy Co., Inc. | SAH | Sonic Automotive, Inc. | | KMX | CarMax, Inc. | SYY | Sysco Corporation | | DG | Dollar General Corporation | GAP | The Gap, Inc. | | DLTR | Dollar Tree, Inc. | TJX | The TJX Companies, Inc. | | GPC | Genuine Parts Company | TSCO | Tractor Supply Company | | GPI | Group 1 Automotive, Inc. | | |

  80. Peer Group Criteria

    | Lithia Motors, Inc. 2026 Proxy Statement | 05: Compensation Discussion and Analysis (CD&A) | 49 |

  81. How We Use the Peer Group

    How We Use the Peer Group The positions of our named executive officers were compared to their counterpart positions in our Peer Group, and the compensation levels for comparable positions in the Peer Group were examined for guidance in determining: •base salaries; •cash awards under our short-term incentive plan; and •the amount and mix of equity awards under our long-term incentive plan. The Compensation Committee approves base salaries, short-term incentive plan awards and long-term incentive awards on a case- by-case basis for each named executive officer, taking into account, among other things, individual and company performance, role expertise and experience and the competitive market, advancement potential, recruiting needs, internal equity, retention requirements, unrealized equity gains, succession planning, and best compensation governance practices. The Compensation Committee does not tie individual compensation to specific target percentiles.

  82. How the Compensation Committee Makes Decisions and Policies

    How the Compensation Committee Makes Decisions and Policies The Compensation Committee has the final responsibility to approve all matters of compensation and benefits for executive officers, and from time to time it seeks input and recommendations from the CEO and the Human Resources department. The Compensation Committee also meets privately with its independent compensation consultant, and considers the Board’s input and advice, when establishing the CEO’s compensation. Our independent compensation consultant has worked directly with and on behalf of the Compensation Committee to assist the Compensation Committee in satisfying its responsibilities; and does not undertake projects for management, except with the approval of the Compensation Committee chair. The Compensation Committee reports to the Board on the major items covered at each Compensation Committee meeting. The Compensation Committee assessed the independence of its compensation consultant during 2025 and believes that there are no conflicts of interest. In reaching this conclusion, the Compensation Committee considered applicable SEC rules and regulations and the corresponding NYSE independence factors regarding compensation advisor independence. In determining executive compensation, the Compensation Committee also considers, among other factors, the possible tax consequences to Lithia and to its executives. The Compensation Committee may consider the accounting consequences to Lithia of different compensation decisions and the impact on shareholder dilution. However, neither of these factors by themselves will compel particular compensation decisions. The Compensation Committee annually grants equity-based long-term incentive awards to executive officers after the close of the prior year and the review and evaluation of each executive officer’s performance. The Compensation Committee’s policy is to generally grant long-term incentive awards only during open trading windows and to establish grant dates in advance, generally establishing those dates near the beginning of each fiscal year.

  83. Summary Compensation Table

    Summary Compensation Table The following table provides certain information concerning compensation for each of our 2025 NEOs.

  84. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) | All Other Compensation (4) | Total | | Bryan B. DeBoer President and Chief Executive Officer | 2025 | $1,300,000 | $10,736,203 | $3,783,000 | $6,256 | $70,009 | $15,895,468 | | | 2024 | $1,300,000 | $12,953,359 | $2,535,000 | $— | $7,342 | $16,795,702 | | | 2023 | $1,250,000 | $15,312,692 | $2,666,040 | $— | $7,258 | $19,235,990 | | Tina H. Miller Senior Vice President and Chief Financial Officer | 2025 | $750,000 | $2,067,669 | $1,261,000 | $939 | $76,793 | $4,156,401 | | | 2024 | $750,000 | $2,410,122 | $845,000 | $— | $76,798 | $4,081,920 | | | 2023 | $525,000 | $2,564,125 | $875,008 | $— | $56,714 | $4,020,847 | | David G. Stork (3) Senior Vice President and Chief Administrative Officer | 2025 | $500,000 | $619,514 | $620,800 | $13 | $9,509 | $1,749,836 | | Gary M. Glandon (3) Senior Advisor | 2025 | $537,500 | $679,479 | $776,000 | $— | $10,770 | $2,003,749 | | George N. Hines (3) Former Senior Vice President and Chief Innovation and Technology Officer | 2025 | $640,000 | $1,028,841 | $853,600 | $665 | $57,994 | $2,581,100 | | | 2024 | $640,000 | $1,205,061 | $572,000 | $— | $57,999 | $2,475,060 | | | 2023 | $600,000 | $1,353,357 | $546,880 | $— | $57,915 | $2,558,152 | | Adam A. Chamberlain (3) Former Executive Vice President and Chief Operating Officer | 2025 | $343,750 | $2,147,608 | $— | $97 | $81,645 | $2,573,100 | | | 2024 | $662,500 | $1,548,518 | $975,000 | $— | $83,237 | $3,269,255 |

  85. Summary Compensation Table

    | (1) These amounts reflect the grant date fair value for performance and time-vesting RSUs granted in the year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures. These amounts are not paid to or realized by the executive. If the maximum level of performance were to be achieved for the awards granted in 2025, the grant date value for those awards would be $24,078,654 for Mr. DeBoer, $4,637,180 for Ms. Miller, $1,389,141 for Mr. Stork, $1,523,922 for Mr. Glandon, $2,307,464 for Mr. Hines, and $4,944,174 for Mr. Chamberlain. The fair value of the PSUs was calculated using a Monte Carlo simulation model, assuming (i) a volatility of 40.45%, (ii) remaining performance period of 2.99 years, (iii) a risk-free interest rate of 4.2%, and (iv) a dividend yield of 0.61%. For the PSUs, the attainment levels used in the calculation of the grant date fair value was based on the probable outcomes at the time of grant. For a more detailed discussion of the assumptions used to determine the grant date fair values and other related information, see Notes 1 and 14 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (2) These amounts represent the above-market earnings, if any, for cash deferrals to our Executive Management Non-Qualified Deferred Compensation and SERP. The methodology for determining what constitutes above-market earnings is the difference between the interest rate as determined by the Compensation Committee for that plan year and 120% of the applicable federal long-term rate. For 2025, the annual interest rate for the Executive Management Non-Qualified Deferred Compensation and SERP was 5.50%, with monthly compounding. | | (3) Mr. Chamberlain was not an executive officer prior to 2024 and resigned effective June 1, 2025. Mr. Stork and Mr. Glandon were not named executive officers prior to 2025. Mr. Glandon ceased to be an executive officer in connection with his transition to senior advisor effective October 1, 2025. Mr. Hines ceased to be an executive officer on March 1, 2026 when he transitioned to a non-executive role. |

  86. Summary Compensation Table

    | Lithia Motors, Inc. 2026 Proxy Statement | 06: Compensation Tables | 53 |

  87. Summary Compensation Table

    | (4) All Other Compensation in 2025 consisted of the following: |

  88. Summary Compensation Table

    | Name | 401(k) Match | Insurance Premiums (a) | Contributions to Nonqualified Deferred Compensation Plan | Other (b) | Total | | Bryan B. DeBoer | $2,500 | $4,837 | $— | $62,673 | $70,009 | | Tina H. Miller | $2,500 | $4,293 | $70,000 | $— | $76,793 | | David G. Stork | $2,500 | $7,009 | $— | $— | $9,509 | | Gary M. Glandon | $2,500 | $8,270 | $— | $— | $10,770 | | George N. Hines | $2,500 | $5,494 | $50,000 | $— | $57,994 | | Adam A. Chamberlain | $2,500 | $4,145 | $75,000 | $— | $81,645 |

  89. Summary Compensation Table

    | (a) Insurance premiums include amounts paid by us on behalf of the executive for short-term disability insurance, long-term disability insurance, long term care insurance and life insurance policies. | | (b) Represents the incremental cost for named executive officers who were permitted to use our corporate aircraft arrangements for non-business travel. Such usage is subject to availability and the executive's agreement to reimburse the Company for the incremental cost of each flight above an annual usage limit. Our aircraft usage policy is discussed in greater detail in the Perquisites section of the Compensation Discussion and Analysis, above. Incremental cost for this purpose is generally the cost incurred by the Company for the executive's travel under the Company's corporate aircraft service. |

  90. Summary Compensation Table

    | Lithia Motors, Inc. 2026 Proxy Statement | 06: Compensation Tables | 54 |

  91. Grants of Plan-Based Awards Table for 2025

    Grants of Plan-Based Awards Table for 2025

  92. Grants of Plan-Based Awards Table for 2025

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of shares) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | Committee Approval | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Bryan B. DeBoer | 2025 STIP | | (3) | 975,000 | 1,950,000 | 3,900,000 | | | | — | | | 2025 PSU | 11/19/2024 | 01/02/2025(1) | — | — | — | 10,879 | 21,757 | 57,276 | 8,173,017 | | | 2025 RSU | 11/19/2024 | 01/02/2025(2) | — | — | — | — | 7,253 | — | 2,563,186 | | Tina H. Miller | 2025 STIP | | (3) | 325,000 | 650,000 | 1,300,000 | | | | — | | | 2025 PSU | 11/19/2024 | 01/02/2025(1) | — | — | — | 2,095 | 4,190 | 11,031 | 1,573,974 | | | 2025 RSU | 11/19/2024 | 01/02/2025(2) | — | — | — | — | 1,397 | — | 493,695 | | David G. Stork | 2025 STIP | | (3) | 160,000 | 320,000 | 640,000 | | | | | | | 2025 PSU | 11/19/2024 | 01/02/2025(1) | — | — | — | 628 | 1,255 | 3,304 | 471,441 | | | 2025 RSU | 11/19/2024 | 01/02/2025(2) | — | — | — | — | 419 | — | 148,073 | | Gary M. Glandon | 2025 STIP | | (3) | 200,000 | 400,000 | 800,000 | | | | | | | 2025 PSU | 11/19/2024 | 01/02/2025(1) | — | — | — | 689 | 1,377 | 3,625 | 517,270 | | | 2025 RSU | 11/19/2024 | 01/02/2025(2) | — | — | — | — | 459 | — | 162,209 | | George N. Hines | 2025 STIP | | (3) | 220,000 | 440,000 | 880,000 | | | | | | | 2025 PSU | 11/19/2024 | 01/02/2025(1) | — | — | — | 1,043 | 2,085 | 5,489 | 783,230 | | | 2025 RSU | 11/19/2024 | 01/02/2025(2) | — | — | — | — | 695 | — | 245,611 | | Adam A. Chamberlain | 2025 STIP | | (3) | 375,000 | 750,000 | 1,500,000 | | | | — | | | 2025 PSU | 11/19/2024 | 01/02/2025(5) | — | — | — | 2,176 | 4,352 | 11,457 | 1,634,829 | | | 2025 RSU | 11/19/2024 | 01/02/2025(6) | — | — | — | — | 1,451 | — | 512,779 |

  93. Grants of Plan-Based Awards Table for 2025

    | (1) These amounts reflect PSUs which are earned based on our relative revenue growth and relative EPS growth, with a TSR modifier, the material terms of which are further described under “Compensation Discussion and Analysis – 2025 Compensation Program Design & Result - Long-Term Incentive Plan” above. | | (2) These amounts reflect time-based RSUs which vest in three equal annual installments over three years. | | (3) The values reflect the threshold, target, and maximum amounts payable under our Short-Term Incentive Plan for the 2025 performance year, as further described in the discussion under "Short-Term Incentive Plan” section of the Compensation Discussion and Analysis, above. The actual amount paid for 2025 is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. | | (4) These amounts reflect the grant date fair value for awards granted under the 2013 Amended and Restated Stock Incentive Plan. The grant date fair value is computed in accordance with FASB ASC Topic 718 for PSUs and RSUs granted during the applicable year. The attainment level used to calculate the grant date fair value for the performance and time-vesting grants was 100% based on the probable outcome at the time of grant. For a more detailed discussion of the assumptions used to determine the grant date fair value and other related information, see footnote 1 to the Summary Compensation Table, above, and Notes 1 and 14 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (5) These amounts reflect PSUs with the same vesting schedule as noted in footnote (1), above. In connection with his resignation effective June 1, 2025, the Compensation Committee modified this award to permit Mr. Chamberlain to continue to vest with respect to a reduced target number of shares, namely 1,088 shares, subject to continued compliance with certain restrictive covenants. | | (6) These amounts reflect time-based RSUs with the same vesting schedule as noted in footnote (2). In connection with his resignation effective June 1, 2025, the Compensation Committee modified this award to permit Mr. Chamberlain to continue to vest with respect to a reduced number of shares, namely 363 shares, subject to continued compliance with certain restrictive covenants. |

  94. Grants of Plan-Based Awards Table for 2025

    | Lithia Motors, Inc. 2026 Proxy Statement | 06: Compensation Tables | 55 |

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2025:

  96. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | 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) | | Bryan B. DeBoer | 1/3/2022 | 8,422(4) | 2,798,883 | | | | | 2/2/2023 | 4,108(4) | 1,365,212 | | | | | 2/2/2023 | 76,129(7) | 25,299,951 | | | | | 1/2/2024 | 6,062(5) | 2,014,584 | | | | | 1/2/2024 | | | 71,457(8) | 23,747,305 | | | 1/2/2025 | 7,253(6) | 2,410,389 | | | | | 1/2/2025 | | | 57,276(9) | 19,034,533 | | Tina H. Miller | 1/3/2022 | 1,080(4) | 358,916 | | | | | 2/2/2023 | 688(4) | 228,643 | | | | | 2/2/2023 | 12,747(7) | 4,236,211 | | | | | 1/2/2024 | 1,128(5) | 374,868 | | | | | 1/2/2024 | | | 13,294(8) | 4,417,995 | | | 1/2/2025 | 1,397(6) | 464,265 | | | | | 1/2/2025 | | | 11,030(9) | 3,665,600 | | David G. Stork | 1/3/2022 | 417(4) | 138,582 | | | | | 2/2/2023 | 209(4) | 69,457 | | | | | 2/2/2023 | 3,896(7) | 1,294,758 | | | | | 1/2/2024 | 338(5) | 112,328 | | | | | 1/2/2024 | | | 3,988(8) | 1,325,332 | | | 1/2/2025 | 419(6) | 139,246 | | | | | 1/2/2025 | | | 3,304(9) | 1,098,018 | | Gary M. Glandon | 2/2/2023 | 209(4) | 69,457 | | | | | 2/2/2023 | 3,896(7) | 1,294,758 | | | | | 1/2/2024 | 367(5) | 121,965 | | | | | 1/2/2024 | | | 4,323(8) | 1,436,663 | | | 1/2/2025 | 459(6) | 152,539 | | | | | 1/2/2025 | | | 3,625(9) | 1,204,696 | | George N. Hines | 1/3/2022 | 601(4) | 199,730 | | | | | 2/2/2023 | 362(4) | 120,303 | | | | | 2/2/2023 | 6,728(7) | 2,235,916 | | | | | 1/2/2024 | 564(5) | 187,434 | | | | | 1/2/2024 | | | 6,647(8) | 2,208,998 | | | 1/2/2025 | 695(6) | 230,969 | | | | | 1/2/2025 | | | 5,489(9) | 1,824,159 | | Adam A. Chamberlain | 1/2/2025 | 363(6) | 120,636 | | | | | 1/2/2025 | | | 2,864(9) | 951,793 | | (1) | All shares are related to RSUs subject to time-vesting restrictions. | | | | | | (2) | Assumes a stock price of $332.33, the closing price of our common stock on December 31, 2025. | | | | | | (3) | All shares are related to RSUs subject to performance-vesting restrictions. | | | | | | (4) | Vests 100% on January 1, 2026. | | | | | | (5) | Vests 50% on January 1, 2026 and 50% on January 1, 2027. | | | | | | (6) | Vests 33% on January 1, 2026 and 2027 and 34% on January 1, 2028. | | | | | | (7) | PSUs were earned following the completion of their performance period on December 31, 2025 based on (i) our relative revenue growth (ii) an operating margin governor and (iii) a relative TSR modifier. The Compensation Committee certified and approved attainment at 210% of target in January of 2026, at which points these shared vested and settled. | | | | | | (8) | PSUs are earned following the completion of their performance period on December 31, 2026, subject to (i) our relative revenue growth rank (ii) our EPS growth ranking and (iii) a relative TSR modifier. The number of shares and the value for the PSUs reflects payout at maximum because our performance under the metrics mentioned in the prior sentence for the first two years of the three-year performance period exceeded target levels. | | | | | | (9) | PSUs are earned following the completion of their performance period on December 31, 2027, subject to (i) our relative revenue growth rank (ii) our EPS growth ranking and (iii) a relative TSR modifier. The number of shares and the value for the PSUs reflects payout at maximum because our performance under the metrics mentioned in the prior sentence for the first year of the three-year performance period exceeded target levels. | | | | |

  97. Outstanding Equity Awards at 2025 Fiscal Year-End

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  98. Stock Vested for 2025

    Stock Vested for 2025 The following table summarizes shares acquired on vesting of stock unit awards during 2025 for each NEO:

  99. Stock Vested for 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Bryan B. DeBoer | 25,995 | 9,291,393 | | Tina H. Miller | 3,326 | 1,188,812 | | David G. Stork | 1,145 | 409,257 | | Gary M. Glandon | 648 | 231,615 | | George N. Hines | 1,894 | 676,972 | | Adam A. Chamberlain | 608 | 217,317 |

  100. Stock Vested for 2025

    (1) Equals the value of the shares acquired based on the closing price of our common stock on the vesting date.

  101. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below reflects the contributions, earnings, withdrawals and distributions during 2025 and the account balances as of December 31, 2025 for each NEO under our Executive Management Non-Qualified Deferred Compensation and SERP. Mr. Glandon did not participate in our Executive Management Non-Qualified Deferred Compensation and SERP and therefore has no balance in the plan.

  102. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | | Bryan B. DeBoer | $634,650 | $— | $569,504 | $— | $10,770,822 | | Tina H. Miller | $— | $70,000 | $41,430 | $— | $781,988 | | David G. Stork | $— | $— | $363 | $— | $6,789 | | Gary M. Glandon | $— | $— | $— | $— | $— | | George N. Hines | $— | $50,000 | $18,991 | $— | $360,015 | | Adam A. Chamberlain | $— | $75,000 | $(184,306)(4) | $— | $52,644 |

  103. Non-Qualified Deferred Compensation

    | (1) The executive contribution amount in this column is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. | | (2) The registrant contribution amounts in this column are included in the All Other Compensation columns of the Summary Compensation Table above. | | (3) The following amounts included in this column for the Executive Management Non-Qualified Deferred Compensation and SERP were reported in the Summary Compensation Table as compensation for a prior fiscal year: Mr. DeBoer, $8,097,175; Ms. Miller, $582,472; Mr. Stork: $13; Mr. Hines, $253,681; Mr. Chamberlain, $150,097. | | (4) Includes $191,920 in unvested funds forfeited upon Mr. Chamberlain's resignation which was effective on June 1, 2025. |

  104. Non-Qualified Deferred Compensation

    Our Executive Management Non-Qualified Deferred Compensation and SERP permits us to contribute awards for participants that will have deferred payout. Under this plan, senior executives may defer receipt of portions of their compensation (up to 50% of base salary, and 100% of variable compensation) in any given year, with all deferred amounts earning interest at an annual rate set by the Compensation Committee. For 2025, the annual interest rate was 5.5%, with monthly compounding.

  105. Non-Qualified Deferred Compensation

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  106. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  107. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment In certain circumstances, it is appropriate to provide post-termination benefits. The specific situations in which our executive officers are eligible for post-termination benefits are discussed in more detail below, but in summary: •We offer traditional severance for our NEOs upon a “double trigger”, namely upon a qualifying involuntary termination following a change in control. These double trigger benefits limit cash severance to 2x the executive’s base salary and bonus, and offer acceleration of outstanding equity. •We are required to submit these double-trigger severance benefits to shareholders for a non-binding vote prior to payment (as part of a so-called “Say on Golden Parachute” vote). We do not offer equity acceleration apart from a termination in connection with a change in control and such a vote. •From time-to-time and on a limited case-by-case basis, we have entered into separation arrangements with terminated NEOs that include benefits like consulting fees and/or continued equity vesting as may be necessary to secure a release and compliance with post-termination restrictive covenants. •The only other post-termination benefits contemplated by our compensation plans are not related to severance, are not overly rich, do not include equity acceleration, and are paid only in connection with an executive’s death, disability (which are akin and substitutes for life insurance or long-term disability benefits, and modest in amount) or a qualified retirement. These additional arrangements are limited to providing continued vesting of equity (i.e., annual vesting, subject to performance for PSUs, and subject to compliance with service and/or restrictive covenant requirements) and continued vesting of SERP contributions, except that SERP contributions also vest upon a death or disability. Our SERP is a cash program where the value of contributions accrue interest at a reasonable rate determined annually by our Compensation Committee and is not connected to the valuation of our stock price. •Besides the required “say on golden parachute” vote, shareholders have the opportunity to annually express their opinion of our executive compensation programs, including these post-termination payments, in our annual “say-on-pay” vote and through our regular shareholder engagement process.

  108. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control

  109. Non-Qualified Deferred Compensation and SERP Plan

    Non-Qualified Deferred Compensation and SERP Plan Under our Executive Management Non-Qualified Deferred Compensation and SERP Plan, discretionary benefits contributed to a participant’s account by us fully vest upon a change in control, as defined under Code Section 409A or Treasury Regulations issued thereunder, even if the NEO’s employment is not terminated. Vested discretionary benefits are paid to a participant in an annual installment method over ten years.

  110. Quantitative Disclosure of Payments Upon Termination or Change in Control

    Quantitative Disclosure of Payments Upon Termination or Change in Control The following table provides quantitative disclosure of estimated payouts to our continuing NEOs assuming a change in control and associated triggering events occurred under the Change in Control Agreements on December 31, 2025, and the price per share of our common stock is the closing market price of $332.33 on December 31, 2025. The amounts listed in the table below are in addition to benefits generally available to our employees upon termination of employment, such as distributions from the 401(k) plan and accrued vacation.

  111. Quantitative Disclosure of Payments Upon Termination or Change in Control

    | Name | Current Annual Salary | Severance Payments(1) | Severance Related Benefits(2) | Value of Stock Awards That Would Vest(3) | Value of Long- Term Incentive Benefits that Would Vest(4) | Additional Payment under Cash Incentive Plan for 2025(5) | Total | | Bryan B. DeBoer | $1,300,000 | $2,600,000 | $20,356 | $36,887,965 | $— | $6,318,000 | $45,826,321 | | Tina H. Miller | $750,000 | $1,500,000 | $15,187 | $6,496,387 | $141,209 | $2,106,000 | $10,258,783 | | David G. Stork | $500,000 | $1,000,000 | $32,661 | $1,989,660 | $— | $1,036,800 | $4,059,121 | | Gary M. Glandon | $300,000 | $600,000 | $24,104 | $1,963,738 | $— | $1,296,000 | $3,883,842 | | George N. Hines | $640,000 | $1,280,000 | $24,104 | $3,324,962 | $111,040 | $1,425,600 | $6,165,706 |

  112. Quantitative Disclosure of Payments Upon Termination or Change in Control

    | (1) Payable in 24 monthly installments. | | (2) Based on current cost of providing 18 months (the full COBRA period) of COBRA benefits for our NEOs. | | (3) Payable by delivery of shares of Lithia stock immediately following a change in control. | | (4) Payable in equal annual installments over 10 years. The value of the long-term incentive is based on the unvested value of those benefits, calculated as of December 31, 2025 and would be payable even if the NEO’s employment was not terminated. | | (5) Payable in a lump sum immediately following a change in control. Amounts are in addition to amounts reported in the Summary Compensation Table under "Non-equity Incentive Plan.” |

  113. Quantitative Disclosure of Payments Upon Termination or Change in Control

    | Lithia Motors, Inc. 2026 Proxy Statement | 06: Compensation Tables | 61 |

  114. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S- K, Lithia provides information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. We identified the median of the annual total compensation of all our employees using gross earnings for 2025, including any equity vesting in the year, for each individual, employed by us as of December 31, 2025, excluding the CEO. Gross earnings for employees in the United Kingdom and Canada were also converted to USD based on the average daily exchange rate for the year. In determining the identity of our median employee, we excluded approximately 1,075 employees of 17 acquisitions in 2025, namely: Stohlman Subaru, Elk Grove Subaru, Mercedes-Benz of Collierville & Jackson, Milton Keynes Hyundai, Renault Manchester, Warrington Hyundai, Napleton Palm Beach Hyundai Genesis & Acura, Hatfields JLRs, Evans Halshaw BYD Rotherham, Evans Halshaw BYD Chesterfield, Stivers Decatur Subaru, Orange County Hyundais, Beverly Hills Porsche & Santa Monica Audi Fines Ford, BYD Wolverhampton Open Point, BYD Mansfield,and Ford Middlesbrough. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO's compensation. As a result, for 2025: •the annual total compensation of the employee identified at median of our company (other than the CEO), was $58,390. •the annual total compensation of the CEO was $15,895,468; Based on this information, for 2025, the ratio of the annual total compensation of Bryan DeBoer, our Chief Executive Officer, to the median of the annual total compensation of all employees was estimated to be 272 to 1.

  115. CEO Pay Ratio

    | Lithia Motors, Inc. 2026 Proxy Statement | 06: Compensation Tables | 62 |

  116. Pay Versus Performance

    Pay Versus Performance As discussed in our Compensation Discussion and Analysis section, our executive compensation program is designed to reflect a strong focus on pay-for-performance to drive superior financial results and value creation and strongly align our executives’ interests with those of our shareholders. The following table sets forth compensation information of our Principal Executive Officer (PEO) and our non-PEO named executive officers (NEOs) along with total shareholder return, net income and revenue performance results, for our fiscal years ending in 2021, 2022, 2023, 2024, and 2025, in accordance with Item 402(v) of Regulation S-K.

  117. Pay Versus Performance Table

    Pay Versus Performance Table

  118. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) | Company Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income (millions) | Revenue (millions) | | 2025 | $15,895,468 | $22,817,359 | $2,612,837 | $2,227,492 | $117.15 | $146.89 | $825.9 | $37,634.9 | | 2024 | $16,795,702 | $20,673,914 | $4,550,369 | $5,310,903 | $125.10 | $166.99 | $802.0 | $36,188.2 | | 2023 | $19,235,990 | $29,392,849 | $4,715,979 | $6,355,137 | $114.46 | $153.08 | $1,000.8 | $31,042.3 | | 2022 | $11,125,717 | $3,939,506 | $2,805,572 | $1,740,328 | $70.64 | $112.90 | $1,251.0 | $28,187.8 | | 2021 | $10,532,359 | $14,008,918 | $2,323,172 | $2,821,850 | $101.84 | $148.69 | $1,060.1 | $22,831.7 |

  119. Pay Versus Performance Table

    (1) In accordance with the requirements of Item 402(v) of Regulation S-K, 2025 “compensation actually paid” (CAP) to our PEO and average CAP for our non-PEO NEOs was calculated by making the following adjustments to the total compensation reported in the Summary Compensation Table, above. The equity award related adjustments described below reflect the fair value (or change in fair value) for performance- and time- vesting RSUs, computed in accordance with FASB ASC Topic 718 on the relevant dates.

  120. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

    PEO and Average Non-PEO Compensation Actually Paid Reconciliation The following represents amounts for our CEO and the averages of the indicated amounts for our non-PEO named executive officers.

  121. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

    | | PEO | NEO Avg. | | Summary Compensation Table (SCT) Total | $15,895,468 | $2,612,837 | | Amounts reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | ($6,256) | ($343) | | Amounts Reported under the “Stock Awards” Column of the SCT | ($10,736,203) | ($1,308,622) | | Amounts Reported under the “Option Awards” Column of the SCT | $0 | $0 | | Total Deductions from SCT | ($10,742,459) | ($1,308,965) | | “Service Cost” for Pension Plans | $0 | $0 | | “Prior Service Cost” for Pension Plans | $0 | $0 | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $9,637,626 | $885,557 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $8,026,573 | $567,813 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $151 | $9 | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | ($529,759) | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | All Other Adjustments | $17,664,350 | $923,620 | | Compensation Actually Paid SCT Total less Total Deduction from SCT plus (minus) All Other Adjustments | $22,817,359 | $2,227,492 |

  122. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

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  123. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

    (2) The non-PEO named executive officers included for purposes of determining the average compensation for our named executive officers each year, is as follows:

  124. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

    | Year | NEOs: | | 2025 | Tina H. Miller, David G. Stork, Gary M. Glandon, George N. Hines, Adam A. Chamberlain. | | 2024 | Tina H. Miller, Adam A. Chamberlain, Christopher S. Holzshu, George N. Hines | | 2021 - 2023 | Tina H. Miller, Christopher S. Holzshu, Scott A. Hillier, George N. Hines |

  125. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

    (3) Peer group TSR is calculated using the Auto Peers reflected in our Stock Performance Graph in the 2025 Annual Report on Form 10-K, which is the same peer group used for calculating peer group TSR in our last-filed pay versus performance table. For each year indicated, those Auto Peers consisted of Penske Automotive Group, AutoNation, Sonic Automotive, Group 1 Automotive, Asbury Automotive Group, and CarMax.

  126. PEO and Average Non-PEO Compensation Actually Paid Reconciliation

    | Performance Measures | Table of Performance Measures This table presents the performance measures the Compensation Committee considers to have been the most important in its executive compensation program linking pay to performance for 2025, with revenue serving as the single most important financial metric. The role of each of these performance measures on our NEOs’ compensation is discussed in the Compensation Discussion and Analysis section. | | Revenue (financial) | | | Earnings Per Share (financial) | | | Total Shareholder Return (financial) | | | Net Income (financial) | | | Corporate Responsibility and Strategic (non-financial) | |

  127. Biographical Information on our Nominees

    Biographical Information on our Nominees Our Board believes that the combination of the qualifications, skills and experiences of the nominees will contribute to an effective and well-functioning Board. Our Board and the Nominating and Governance Committee believe that individually, and as a group, the nominees possess the necessary qualifications to provide for future oversight of our business consistent with their fiduciary duties to shareholders. Included in each director nominee’s biography, above, is a description of the experience, skills, tenure and attributes of each nominee. Our Board of Directors unanimously recommends a vote FOR each of the nominees named above.

  128. Biographical Information on our Nominees

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  129. Biographical Information on our Nominees

    08

  130. Transactions and Director Independence

    Transactions and Director Independence The Audit Committee, or another appropriate independent committee, and, where appropriate, our Board of Directors review all transactions between us and any related person, which includes, all of our nominees for director, directors and executive officers and their immediate family members and all persons known to us to be the beneficial owner of more than five percent of our voting securities and their immediate family members, that exceed $120,000 and in which the related person has a direct or indirect material interest. Although we do not maintain a written policy or have written procedures for such review, our Code of Business Conduct and Ethics imposes an obligation on each of our directors and senior executive officers to disclose any actual or apparent conflict of interest involving such person and Lithia. Further, each of our directors and NEOs signs a detailed questionnaire used in the preparation of this proxy statement that requires the disclosure of, among other things, any related-person transaction. The Audit Committee or other independent committee and our Board review and determine whether to approve or disapprove such transactions in accordance with the Code of Business Conduct and Ethics, based on (i) whether the proposed transaction is on terms that are no less favorable to us than the terms generally made available by us to an unaffiliated third party under similar circumstances and (ii) the extent of the related party’s interest in the proposed transaction. 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, 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 from time to time). Sidney B. DeBoer was permitted to utilize the Company’s access to FlexJet’s corporate aircraft service for personal travel provided he reimburses all flight related and incremental costs to the Company, including FlexJet’s hourly rate for each flight. We maintain four split-dollar “whole-life” insurance policies covering Sidney B. DeBoer, each worth $3,727,600 on maturity and Mr. DeBoer has the right to designate the beneficiary or beneficiaries of the death benefit of each policy. Lithia owns and pays the premium for each of the four policies, and pursuant to the amended Transition Agreement described above, Lithia will continue to pay the premiums for each of the four policies until the earlier of Mr. DeBoer’s death or December 31, 2035. Lithia will receive the greater of the cash surrender value or cumulative premiums paid at the maturity of each policy. In 2025, Mark DeBoer, son of Sid DeBoer and brother of Bryan DeBoer, received a salary of $360,000, incentive compensation of $320,000 and other compensatory arrangements totaling $12,921.

  131. Transactions and Director Independence

    | Lithia Motors, Inc. 2026 Proxy Statement | 13: Certain Relationships and Related Transactions and Director Independence | 81 |

  132. Transactions and Director Independence

    Mr. Bailey has served as President of SOU since January 2022. In 2025 and so far in 2026, the Company has donated approximately $949,999 and $0, respectively, to the Southern Oregon University Foundation, which is affiliated with SOU and has a mission of securing private philanthropic contributions to advance SOU. These donations are part of a 10-year commitment of support to SOU made by the Company in July 2022 that demonstrates the Company’s longtime relationship with SOU.