DEF 14A of LKQ Corp, Mar 24, 2026

DEF 14A of LKQ Corp

Filed Mar 24, 2026 · FY20250001065696-26-000026

Open on EDGAR

  1. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  2. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides compensation information for the one-year period ended December 31, 2025 for each of our directors that served during 2025 (other than Mr. Jude whose compensation for his service as an employee is discussed under "Executive Compensation--Compensation Discussion and Analysis" and "Executive Compensation--Compensation Tables").

  3. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Patrick Berard (3) | $129,113 | $165,015 | $294,128 | | Andrew C. Clarke(4) | 167,016 | 165,015 | 332,031 | | Meg A. Divitto(3) | 130,000 | 165,015 | 295,015 | | Sue Gove(3) | 111,452 | 165,015 | 276,467 | | Blythe J. McGarvie | 50,215 | — | 50,215 | | John W. Mendel(4) | 135,887 | 296,812 | 432,699 | | James S. Metcalf(3) | 121,452 | 165,015 | 286,467 | | Jody G. Miller(4) | 144,113 | 165,015 | 309,128 | | Michael Powell(3) | 115,565 | 165,015 | 280,580 | | Guhan Subramanian(4) | 105,000 | 349,984 | 454,984 | | Xavier Urbain(3) | 130,000 | 165,015 | 295,015 | | Dominick Zarcone(3) | 36,976 | — | 36,976 |

  4. 2025 Director Compensation Table

    (1) The amounts include annual Board retainers, committee membership retainers, and committee chair retainers, as applicable, including deferred amounts. Where a director joined or departed the Board mid-year, or a director's committee assignments changed during 2025, the applicable retainers were prorated to reflect the director's actual period of service. Mr. Clarke and Ms. Miller deferred their fees into deferred RSUs. Ms. Miller and Mr. Subramanian departed the Board effective January 1, 2026. Ms. Gove and Mr. Powell joined the board on February 5, 2025. (2) The amounts represent the aggregate grant date fair value of awards granted in 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”) excluding the effect of estimated forfeitures. The grant date fair value was calculated by multiplying the average price of underlying shares on the date of grant by the number of awards granted. Mr. Mendel received an additional award for becoming Chairman of the Board mid-year in an amount of an additional $131,797, reflecting the prorated annual equity retainer for chair service for the portion of 2025-2026 Board service year following his appointment as Chairman. Mr. Mendel, Ms. Miller and Mr. Subramanian deferred the equity that would otherwise be paid upon vesting of RSUs that they were granted in May 2025 into deferred RSUs. For Mr. Subramanian, the amount presented includes $165,015 for the annual award and $184,969 for the additional annual award for his service as the Chairman of the Board. Mr. Zarcone and Ms. McGarvie departed the Board on May 7, 2025. Accordingly, they did not receive RSUs in 2025. (3) As of December 31, 2025, the following non-employee directors held the following unvested equity awards: Mr. Berard, 4,176 RSUs; Ms. Divitto, 4,176 RSUs; Ms. Gove, 4,176 RSUs; Mr. Metcalf, 4,176 RSUs; Mr. Powell, 4,176 RSUs; Mr. Urbain, 4,176 RSUs; and Mr. Zarcone, 89,587 RSUs (including RSUs previously granted to him as our former President and Chief Executive Officer). (4) As of December 31, 2025, the following non-employee directors held the following unvested deferred RSUs: Mr. Clarke, 4,176 deferred RSUs; Mr. Mendel, 8,460 deferred RSUs; Ms. Miller, 4,176 deferred RSUs; and Mr. Subramanian, 8,857 deferred RSUs. Mr. Subramanian and Ms. Miller departed on January 1, 2026 and at that point a pro-rata portion of the grants vested (pro-rated for their service period ending January 1, 2026) and the remaining portions were forfeited.

  5. Executive Summary

    | Compensation Component | Description/Purpose | 2025 Highlights | | Total Direct Compensation | | | | Base Salary | •Fixed compensation element •Salary levels based on market rates, executive’s experience, responsibilities, and contribution to our development and growth | •Increases in 2025 aimed at aligning with peers | | Annual Bonus | •Cash incentive designed to reward achievement of annual performance objectives •2025 annual bonuses were based on EBITDA, EBITDA margin percentage, and free cash flow, in each case subject to pre-established adjustments. For business unit leaders, a portion of 2025 annual bonuses were based on the same corporate measures and a portion was based on similar measures at the business unit level | •Our 2025 financial results led to bonus payments equaling 80.0% (Corporate), 0.0% (North America) and 33.6% (Europe) of target under each of the Corporate, North America, and Europe Programs, respectively | | Performance-Based Restricted Stock Units (PSUs) | •Share-based incentive designed to align the interests of management with those of our stockholders, reward multi-year performance, and promote retention of key talent •In 2025, executives were granted two types of performance stock units (“PSU-1s” and “PSU-2s”) that will be converted to a number of common shares, subject to achievement of performance goals, as well as the executive’s continued employment over the vesting period ◦PSU-1s generally vest over a three-year period, subject to the executive’s continued employment, but only if we achieve positive adjusted diluted EPS during any fiscal year within five years from the date of grant ◦PSU-2s may be earned from 0 to 200% of the target number of shares based on the Company's adjusted diluted EPS for the last year of the three-year performance period, and annual parts & services organic revenue growth and annual return on invested capital ("ROIC"), with the latter two goals measured as an average over the three-year performance period, in each case subject to pre-established adjustments for all three goals | •Because positive adjusted diluted EPS was achieved for 2025, one-third of the PSU-1s granted in 2025 have vested, and the remaining portion will vest over the next two years subject to continued service •In 2023, for the 2023-2025 performance period, PSU-2s and a cash-based long-term incentive plan with the same financial objectives were granted. Our actual performance versus the goals under both programs resulted in a payout of 0% of target |

  6. What Our Compensation Programs are Designed to Reward

    What Our Compensation Programs are Designed to Reward Our compensation programs are designed to reward our executive officers for the performance of our Company and the individual performance of each executive officer. Specifically, with respect to the performance of our Company, •Our annual bonus program is designed to reward successful performance based on EBITDA, EBITDA margin percentage and free cash flow, in each case subject to pre-established adjustments described below; •Our performance-based restricted stock units (“PSU-2s”) are designed to reward adjusted diluted EPS growth, measured based on the last year of the three-year performance period, and annual parts & services organic revenue growth and annual ROIC, each of these latter two goals measured as an average over the three-year performance period, in each case subject to pre-established adjustments for all three goals as described below; •Our traditional performance-based restricted stock units (“PSU-1s”) are designed to reward profitability; and •In addition to rewarding achievement of the performance vesting requirements for our PSU-1s and PSU-2s, all of our equity awards reward long-term total stockholder return because the ultimate value of any earned awards is tied to our stock performance during the performance and vesting periods. With respect to individual performance of an executive officer, we analyze the growth of the performance metrics that most directly relate to such individual’s area of responsibility and consider certain subjective factors, including the individual’s management and leadership skills, ability to resolve challenges and to overcome obstacles, and overall contribution to our success. Individual performance is a factor in the determination of adjustments to base salary, annual bonus targets, and long-term incentive award opportunities, along with other considerations including external market data, the unique scope of each executive’s role and responsibilities, the criticality of certain positions to our success, and internal pay parity.

  7. Executive Compensation Decision-Making

    Executive Compensation Decision-Making Role of the Compensation and Human Capital Committee and Management Management provides to the Compensation and Human Capital Committee historical compensation information relating to our executive officers to aid the deliberations of the Compensation and Human Capital Committee regarding executive officer compensation. The information typically includes historical and proposed base salaries, bonuses, equity-based awards, and any other material component of compensation or benefits. The Compensation and Human Capital Committee takes into account the historical trend of each element of compensation and the total of all of the elements for each year in connection with its decisions about proposed compensation amounts. In addition, the Compensation and Human Capital Committee receives recommendations from the President and Chief Executive Officer regarding the compensation of the other executive officers. The President and Chief Executive Officer does not participate in the Compensation and Human Capital Committee’s deliberations or decisions regarding his own compensation. Role of the Compensation and Human Capital Committee’s Consultant The Compensation and Human Capital Committee has engaged Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its independent executive compensation advisor. F.W. Cook reports directly to the Compensation and Human Capital Committee and does no work for management that is not under the Compensation and Human Capital Committee’s purview. The Compensation and Human Capital Committee has considered the independence of F.W. Cook based on the factors specified in the rules of the SEC and the listing standards of The Nasdaq Stock Market, and determined that its engagement of F.W. Cook did not raise any conflicts of interest with LKQ or any of our directors or executive officers. F.W. Cook periodically conducts comprehensive reviews of our executive officer compensation programs to provide competitive context for the Compensation and Human Capital Committee's decisions on setting target pay levels and incentive program design. The reviews include a comparative analysis of our executive compensation program with the executive compensation programs of a peer group of companies. The peer group used for competitive comparisons to inform the Compensation and Human Capital Committee's decisions on setting 2025 target pay opportunities and program design was as follows, which is the same group as used in 2024:

  8. Executive Compensation Decision-Making

    The peer group consisted primarily of U.S. public companies in similar industries of reasonably similar size in terms of revenues and market capitalization. The Compensation and Human Capital Committee does not target any specific percentile with regard to setting the compensation opportunities of our executive officers in comparison to the executive officers of the peer group nor does it apply a formula or assign relative weightings to specific compensation elements. The Compensation and Human Capital Committee uses peer group data as one reference point among several in making compensation decisions.

  9. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element The primary elements of our 2025 compensation programs are base salaries, annual bonus awards, and equity incentive awards (collectively referred to as total direct compensation). We believe that this mix of compensation elements helps us to achieve the objectives of our compensation programs and provides appropriate short-term and long-term motivation to our executive officers. In addition to total direct compensation, our programs include retirement benefits and severance protections, described below. Base Salaries Base salaries are the fixed component of each executive’s target total direct compensation opportunity. The Compensation and Human Capital Committee considers the following factors when setting the base salary of each of the executive officers: base salaries of executive officers in similar positions at peer companies; the qualitative contributions of the executive officers to the Company’s development and growth; and the executive officer’s experience, responsibilities and position within the Company. No specific corporate performance measures are considered with respect to base salaries. The 2025 and 2024 year-end base salaries of our named executive officers are provided in the following table. Except for Mr. Jude, the salaries of the named executive officers were increased in 2025 to align their salaries with similarly-situated executives at the peer companies. The salaries presented below are different from the amounts disclosed in the Summary Compensation Table due to mid-year increases. Mr. Jude’s salary was not increased because his current salary was already competitive relative to similarly-situated executives at the peer companies.

  10. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    (1) Amounts included within the tables above and that follow for 2025 are translated from Swiss Francs (CHF) to U.S. Dollars at the 2025 average exchange rate. Amounts included within the tables above and that follow for 2024 are translated from pound sterling (GBP) or Swiss Francs (CHF) to U.S. Dollars at the 2024 average exchange rates. Annual Bonus Awards We offer annual bonus awards under our CIP to provide incentives for achievement of financial goals aligned with our business strategy and measured over a one-year time horizon. Each participant in the bonus program (including our named executive officers) is eligible to receive a cash payment equal to a percentage of the participant’s base salary earned for the year at specified threshold, target, and maximum levels of performance. In 2025, consistent with 2024, the corporate performance measures for our executive officers’ bonuses were the Company’s EBITDA (weighted 30%), EBITDA margin percentage (weighted 30%), and free cash flow (weighted 40%), subject to pre-established adjustments as described below. The bonuses for Messrs. Jude, Galloway, and McKay were based entirely on the corporate performance measures. For Mr. Meyne, who in 2025 was the President of our North America segment, 20% of his bonus was based on these corporate performance measures, and 80% of his bonus was based on similar measures for his business segment, as shown in the North America program table below. For Mr. Hamilton, the President and Managing Director of our Europe segment in 2025, 20% of his bonus was based on these corporate performance measures, and 80% of his bonus was based on similar measures for his business segment, as shown in the Europe program table below. The Compensation and Human Capital Committee weighted segment performance more heavily to reflect the direct impact these executives have on their respective segments’ results. EBITDA is defined as total Segment EBITDA as presented in our public filings. EBITDA margin percentage is calculated as total Segment EBITDA divided by revenue. Free cash flow reflects net cash provided by operating activities less purchases of property, plant and equipment. All three performance measures were subject to adjustments for certain items as specified by the Compensation and Human Capital Committee at the time the bonus targets were established. For 2025, such adjustments for all three corporate performance measures related to (i) the impact of the sale of our former Self Service segment on September 30, 2025 and (ii) aligning currency exchange rates with the currency exchange rates used to set the performance measures. For free cash flow, an additional adjustment was made for cash restructuring and transaction related expenses. Bonus targets are established annually upon completion of our budget and guidance setting process and are approved by the Compensation and Human Capital Committee. Targets are based on events and circumstances as of the time that annual budgets are established and guidance is set, which may be impacted by external factors, including currency exchange rates, inflation, scrap and precious metals prices, and other external events, such as tax legislation. In some instances, based on these events and circumstances, bonus targets may be set at levels lower than the prior year actual performance. In 2025, we budgeted a slight decrease in EBITDA dollars and slightly lower free cash flow target compared to 2024 actual results because of benefits in 2024 relating to foreign exchange rates and a non-recurring $35 million legal settlement we received during the fourth quarter of 2024. The Compensation and Human Capital Committee believes that the 2025 targets were appropriately rigorous, exceeded the Company's actual level of performance in 2024 after adjusting for aforementioned items, and reflected the Company’s operating plan for 2025. The following table sets forth with respect to the 2025 annual bonus awards the threshold, target, and maximum for each of the three performance metrics referenced above along with the actual achievement. Performance below threshold for a given measure would result in no payment for that component. Performance at threshold, target, or maximum for a given measure would result in payment of 50%, 100%, or 200% of target, respectively, for that component. Performance between levels is linearly interpolated.

  11. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    For purposes of the foregoing two tables, “Segment Free Cash Flow” is defined as Free Cash Flow for the segment excluding certain items that are managed at the corporate level, including interest, income taxes and intercompany transactions with other segments. The total Segment Free Cash flow for all segments will exceed the Free Cash Flow total for the Corporate Program as the items noted above are generally reductions to Free Cash Flow at a consolidated level. The following table sets forth with respect to the 2025 annual bonus awards each executive's bonus opportunity at target along with the earned bonus amount. Target bonus opportunity is based on base salary earned during the fiscal year.

  12. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    | | 2025 Target Bonus Opportunity | | 2025 Actual Bonus Earned | | | | % Salary | $ | % of Target | $ | | Justin Jude | 150% | $1,500,000 | 80.0% | $1,200,000 | | Rick Galloway (1) | 100% | $718,973 | 80.0% | $575,178 | | Andy Hamilton (2) | 80% | $575,351 | 42.9% | $246,572 | | Matthew McKay (3) | 80% | $477,677 | 80.0% | $382,141 | | John Meyne (4) | 80% | $510,356 | 16.0% | $81,657 |

  13. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    (1) The target bonus percentage for Mr. Galloway increased from 75% in 2024 to 100% in 2025. (2) Amounts included within the tables above and that follow for 2025 are translated from Swiss Francs (CHF) to U.S. Dollars at the 2025 average exchange rate. The target bonus percentage for Mr. Hamilton increased from 60% in 2024 to 80% in 2025. (3) The target bonus percentage for Mr. McKay increased from 60% in 2024 to 80% in 2025. (4) The target bonus percentage for Mr. Meyne increased from 60% in 2024 to 80% in 2025. In consultation with F.W. Cook, the Compensation and Human Capital Committee increased the target annual bonus percentages for Messrs. Galloway, Hamilton, McKay, and Meyne for 2025 after competitive benchmarking data indicated their prior target bonus opportunities were positioned below the market median of our compensation peer group. These adjustments bring each executive's target total cash compensation closer to competitive levels and increase the proportion of total compensation that is at-risk and performance-based, consistent with our pay-for-performance philosophy. Mr. Jude’s target bonus percentage was unchanged at 150% of base salary. Long Term Incentive Awards We grant long-term incentive awards each year to key employees (including our named executive officers) that are designed to reward multi-year performance, create retention incentives, and to align the interests of recipients with those of stockholders because the realized value reflects our stockholder return. When making long-term incentive awards, we consider factors specific to each employee such as salary, position, responsibilities, individual performance during the prior year, internal pay equity relative to other members of the senior leadership team, and the executive’s total direct compensation to similar executives in our peer group. We also consider factors such as the rate of the Company’s development and growth and an estimate of the value of each award. In addition, we consider the amount of dilution that we believe would be acceptable to our stockholders and correspondingly limit the aggregate number of equity awards granted each year. As discussed above, in 2025, the Compensation and Human Capital Committee determined that our LTI program should consist of 100% equity compensation opportunities in order to be more consistent with market practices and more strongly align the interests of management with the interests of our shareholders. Therefore, our 2025 long-term incentive awards to our named executive officers consisted of a mix of the following two grant types: •PSU-1s (50% of target LTI for our named executive officers): Performance-based restricted stock units granted under the Equity Incentive Plan that generally vest over a three-year period, subject to the executive’s continued employment through the date of vesting, but only if we achieve positive adjusted diluted EPS during any fiscal year within five years from the date of grant. In addition, the PSU-1s are aligned with stockholders' interests because the ultimate value of any earned shares depends on our total stockholder return over the performance and vesting period. •PSU-2s (50% of target LTI for our named executive officers): Performance-based restricted stock units granted under the Equity Incentive Plan that may be earned from 0 to 200% of the target number of shares based on performance against financial metrics measured over the three-year performance period from January 1, 2025 through December 31, 2027, and subject to the executive's continued employment through the date of vesting. In addition to rewarding achievement of such performance objectives, the PSU-2s are aligned with stockholders' interests because the ultimate value of any earned shares depends on our total stockholder return over the performance and vesting period.

  14. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    | | 2025 Target LTI Grant Value | PSU-1s (50%) | | PSU-2s (50%) | | | | $ | $ | # Shares | $ | # Shares (Target) | | Justin Jude | $6,500,025 | $3,250,013 | 78,750 | $3,250,013 | 78,750 | | Rick Galloway | 1,950,008 | 975,004 | 23,625 | 975,004 | 23,625 | | Andy Hamilton | 1,700,076 | 850,038 | 20,597 | 850,038 | 20,597 | | Matthew McKay | 1,700,076 | 850,038 | 20,597 | 850,038 | 20,597 | | John Meyne | 1,700,076 | 850,038 | 20,597 | 850,038 | 20,597 |

  15. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    PSU-1s (50% of 2025 Target LTI) The PSU-1s generally vest in equal tranches over a three-year period on each six-month anniversary of the grant date, provided that we achieve positive adjusted diluted EPS during any fiscal year period within five years following the grant date. Generally, no PSU-1s vest prior to achievement of positive adjusted diluted EPS, and, if positive adjusted diluted EPS is not achieved within the five years following grant, the PSU-1s are forfeited. The performance-based condition for the PSU-1s granted in 2025 was met in February 2026, and all applicable PSU-1s that had previously met the time-based vesting condition have vested and the remaining PSU-1s will vest according to the remaining schedule of the time-based condition. PSU-2s (50% of 2025 Target LTI) The PSU-2s granted in 2025 generally vest based on the performance of the Company with respect to adjusted diluted EPS for 2027 (weighted 40%), three-year average annual parts & services organic revenue growth (weighted 20%), and three-year average annual ROIC (weighted 40%) over the three-year performance period (January 1, 2025 through December 31, 2027), as described below and subject to pre-established adjustments. As in previous years, the Compensation and Human Capital Committee adopted different measurement methodologies for the three PSU-2 performance metrics to reflect the distinct characteristics of each measure. Adjusted diluted EPS is measured based on the final year of the performance period because the Compensation and Human Capital Committee believes terminal-year profitability best captures the cumulative impact of strategic and operational decisions made over the full three-year cycle. By contrast, organic revenue growth and ROIC are measured as averages over the three-year period because these metrics are more susceptible to year-to-year variability outside of management’s near-term control. Averaging these measures over the full period provides a more reliable assessment of management’s ability to drive sustained top-line growth and efficient capital allocation. In 2025, the Compensation and Human Capital Committee maintained the same performance metrics for our PSU-2 program as for the 2024-2026 program, but increased the weighting for ROIC to 40% and decreased the weighting for organic parts & services revenue to 20%, to place greater emphasis on capital-efficient, value-accretive growth. The Compensation and Human Capital Committee, in establishing the target goals for the performance measures in 2025, took into consideration the effect of the potential adjustments that would be used to calculate the actual performance. The table below sets forth the targets for the financial performance measures for the 2025-2027 performance period and the corresponding payout as percentages of targets.

  16. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    | EPS Achievement in 2027 (40% Wtg.) | 3-Year Average Parts & Services Organic Revenue Growth (20% Wtg.) | 3-Year Average ROIC (40% Wtg.) | Payout (% of Target)(1) | | <$3.60 | <1.00% | <10.25% | 0% | | $3.60 | 1.00% | 10.25% | 50% | | $4.00 | 2.00% | 11.00% | 100% | | >=$4.40 | >=3.00% | >=11.75% | 200% |

  17. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    (1) Payout percentages are calculated based on the weighted sum of the respective actual results of each performance measure. If the actual achievement is between the goal levels shown above, the payout is linearly interpolated. 2023-2025 Cash-Based LTI and PSU-2s In 2023, the Compensation and Human Capital Committee granted PSU-2s and a cash-based LTI opportunity to certain executives, including several of the named executive officers. The PSU-2s and cash-based LTI program had the same financial performance measures for the 2023-2025 performance period, which were adjusted diluted EPS (weighted 40%) for 2025, average annual organic parts & services revenue growth (weighted 40%) and average annual ROIC (weighted 20%), subject to pre-established adjustments as described below. ROIC is calculated as adjusted net operating profit after tax divided by average invested capital, which is defined as average stockholders’ equity plus average net debt (calculated as total debt less cash and equivalents). All three performance measures were adjusted for items specified by the Compensation and Human Capital Committee at the time the LTI targets were established. Such adjustments related to currency exchange rates (for adjusted diluted EPS only); asset impairments; restructuring and acquisition expenses; gains and losses related to acquisitions and divestitures; amortization expense of acquired intangibles; change in fair value of contingent consideration liabilities; results of discontinued operations; net income and loss attributable to noncontrolling interest; and certain other minor adjustments. Based on such adjustments, adjusted diluted EPS for 2025 was increased from $2.35 on a GAAP basis to $3.11 for the LTI calculation, average annual organic parts & services revenue growth for 2023-2025 was increased from (0.1%) to 0.0% and average annual ROIC for 2023-2025 was increased from 9.4% to 12.3%. In accordance with the pre-established LTI plan provisions, the impact of acquisitions with a purchase price over $50 million completed during the Performance Period (Uni-Select and Earl Owen in 2023) were excluded from the calculation of ROIC. Additionally, pursuant to the pre-established adjustment guidelines under the CIP, the adjusted diluted EPS target range for the impact of the Uni-Select acquisition was adjusted. The organic parts & services revenue growth target was not adjusted as the Uni-Select acquisition would not impact expected organic parts & services revenue growth. The table below sets forth the targets for these performance measures for the 2023-2025 performance period and the actual results for each component. Payouts between levels were calculated using linear interpolation.

  18. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    | | Weighting | Threshold Goal (50% of target payout) | Target Goal (100% of target payout) | Maximum Goal (200% of target payout) | Actual Results | Payout | Weighted Payout | | Adjusted Diluted EPS (3rd Year) | 40.0% | $4.42 | $4.92 | $5.42 | $3.11 | 0.0% | 0.0% | | 3-Year Average Organic Parts & Services Revenue Growth | 40.0% | 3.0% | 4.5% | 6.0% | 0.0% | 0.0% | 0.0% | | 3-Year Average ROIC | 20.0% | 14.5% | 15.3% | 16.0% | 12.3% | 0.0% | 0.0% | | | | | | | Total Payout | | 0.0% |

  19. Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element

    Messrs. Jude, Galloway, Hamilton and McKay participated in the 2023-2025 PSU-2s, none of which were earned. All named executive officers participated in the 2023-2025 cash-based long-term incentive program, which provided that the earned percentage of target may be increased up or down by up to 10% based on performance against our multi-year sustainability goals. Since the earned percentage was 0%, no multiplier was applied. Policy and Procedures for Granting Equity We typically grant equity awards annually, on the first business day following the Company's release of earnings for the previously completed fiscal year, and in other limited circumstances, such as commencement of employment, promotion, or for retention purposes. The Compensation and Human Capital Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Compensation and Human Capital Committee does not time the release of material nonpublic information to affect the value of executive compensation. Other Compensation To provide a market-competitive total rewards package for our named executive officers, we provide certain other compensation to our executive officers, including matching contributions for a portion of the executive officers’ contributions to our retirement plans, payment of life insurance, disability insurance, accidental death or disability insurance premiums, and vehicle leasing. The Compensation and Human Capital Committee periodically reviews these benefits against peer group practices and believes they remain within competitive norms. See the Summary Compensation Table for more information regarding these items of other compensation.

  20. Severance Protection

    Severance Protection Severance Policy We have a Severance Policy for Key Executives (the “Severance Policy”), including all of our named executive officers. The Severance Policy establishes the severance benefits payable to covered executives upon a qualifying termination of employment, subject to the terms and conditions set forth in the Severance Policy. We believe that it is in the Company's interest to have a formal Severance Policy to provide increased certainty for the executives and the Company in the event of a qualifying termination. Further, the policy supports the Company with the recruitment and retention of key executives, provides the Company with restrictive covenants, and reduces costs in the event of a dispute. The Severance Policy provides cash severance and other benefits in the event of a termination by the Company without “cause” or by the participant with “good reason”. For additional information about our Severance Policy, refer to “Potential Payments Upon Termination or Change in Control” on page 44. Change of Control Agreements We have Change of Control Agreements with certain of our employees, including each of our named executive officers, that provide cash severance and other benefits in the event of a qualifying termination of employment within 12 months prior to or 24 months following a Change of Control, as defined in the agreements. We provide these agreements to ensure these executives are able to objectively consider transactions that will benefit stockholders even if it is likely to result in termination of the executives' employment. The agreements have an initial term of three years and will automatically renew for a two-year period at the end of the initial term and each two-year anniversary thereafter, unless notice of termination is given by the Company at least 60 days before any such renewal date. The operative provisions of the agreements will apply, however, only if a Change of Control, as defined in the agreements, occurs during the period the agreement is in effect. For additional information about our Change of Control Agreements, refer to “Potential Payments Upon Termination or Change in Control” on page 44.

  21. Compensation-Related Governance Policies

    Compensation-Related Governance Policies Incentive Compensation Recovery Policy As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we maintain a clawback policy, which requires that certain incentive compensation paid to any current or former executive officer, including our named executive officers, will be subject to recoupment if (x) the incentive compensation was calculated based on financial reporting measures that were affected by financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three completed fiscal years preceding the date on which the Company was required to prepare a restatement. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after September 1, 2023. Stock Ownership Requirements Each of our named executive officers is expected to hold a minimum of at least the number of shares equal in value to a multiple of his or her annual base salary as set forth below. These requirements are to be satisfied within five years of an individual becoming subject to the requirements. Until the expected level of ownership is achieved, each executive must retain at least 50% of the net-after-tax shares from equity compensation vesting. For purposes of our stock ownership requirements, we include the number of shares actually owned by the named executive officer in his or her own name, in the name of an estate planning entity of which the named executive officer is a beneficiary, or that are owned by a member of the immediate family of the named executive officer sharing the household of the named executive officer. We also include shares underlying restricted stock units including PSU-1s. However, we exclude any shares of stock that the named executive officer has a right to acquire through the exercise of stock options and any shares of stock subject to the three-year performance awards (PSU-2s). The Governance/Nominating Committee may, in its discretion, grant an exemption from the guidelines in cases of severe financial hardship or court order. The complete guidelines can be found on our website at www.lkqcorp.com (click the “Corporate Governance” link under “Investor Relations”).

  22. Compensation-Related Governance Policies

    Pledging/Hedging/Insider Trading The Company’s policies prohibit our directors, officers, and employees from pledging our common stock or engaging in hedging transactions involving our common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. We have adopted and maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Company securities that are applicable to the Company itself, all of our directors, officers, including the named executive officers, and employees of the Company and all members of their immediate families and households. Please see page 13 for more information on the policies and procedures. Forfeiture of Equity Awards for Restrictive Covenant Violations Our equity awards generally provide that our executive officers will forfeit to the Company their unvested equity awards, the shares received upon vesting of the equity awards, and the proceeds from the sale of shares received upon vesting of such equity awards if the executive officer violates the restrictive covenants in the award agreements relating to the equity awards. The restrictive covenants prohibit the executive officer from competing with us, soliciting our customers and employees, and improperly using our confidential information, for a specified period after the executive officer’s affiliation with us ceases.

  23. Taxation of “Parachute” Payments and Deferred Compensation

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

  24. Accounting for Stock-Based Compensation

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

  25. Summary Compensation Table

    Summary Compensation Table The following table includes information concerning compensation for the fiscal years ended December 31, 2025, 2024, and 2023 paid to our named executive officers and their principal position with us as of the fiscal year-end December 31, 2025:

  26. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Justin Jude | 2025 | $1,000,000 | $6,500,025 | $1,200,000 | $67,839 | $8,767,864 | | President and Chief Executive Officer | 2024 | $901,636 | $3,150,075 | $371,014 | $78,461 | $4,501,186 | | | 2023 | $642,521 | $1,410,108 | $1,314,341 | $71,372 | $3,438,342 | | Rick Galloway | 2025 | $718,973 | $1,950,008 | $575,178 | $45,995 | $3,290,154 | | Senior Vice President and Chief Financial Officer | 2024 | $675,410 | $1,350,047 | $162,495 | $61,986 | $2,249,938 | | | 2023 | $593,767 | $1,080,021 | $807,711 | $55,113 | $2,536,612 | | Andy Hamilton* | 2025 | $719,188 | $1,700,076 | $246,572 | $154,619 | $2,820,455 | | Senior Vice President & President and Managing Director of LKQ Europe | 2024 | $641,239 | $1,350,047 | $285,059 | $100,636 | $2,376,981 | | Matt McKay | 2025 | $597,096 | $1,700,076 | $382,141 | $37,883 | $2,717,196 | | Senior Vice President - General Counsel & Corporate Secretary | 2024 | $518,852 | $1,260,061 | $137,944 | $56,425 | $1,973,282 | | | 2023 | $487,534 | $900,103 | $787,066 | $54,730 | $2,229,433 | | John Meyne** | 2025 | $637,945 | $1,700,076 | $81,657 | $47,171 | $2,466,849 | | Senior Vice President & President of North America | 2024 | $600,000 | $1,350,047 | $97,718 | $54,646 | $2,102,411 |

  27. Summary Compensation Table

    * Compensation for 2023 for Mr. Hamilton is not disclosed because he was not a named executive officer that year. Amounts included within the tables above and that follow for 2024 and 2025 are translated from pound sterling (GBP) or Swiss Francs (CHF) to U.S. Dollars at the 2024 and 2025 average exchange rates. **Compensation for 2023 for Mr. Meyne is not disclosed because he was not a named executive officer that year. (1) The base compensation of our executive officers is discussed beginning on page 29. (2) The amounts shown above represent the aggregate grant date fair value of awards granted during the period indicated, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated by multiplying the average price of underlying shares on the date of grant by the target number of awards granted. PSU-1s have only a single possible achievement level (target). The grant date fair value of PSU-1s was calculated assuming the performance condition is probable of achievement. PSU-2s may be earned from 0% to 200% of the target number of share units based on performance versus goals for the performance period beginning January 1, 2025 and ending December 31, 2027 and were valued based on performance at 100% of target in the table above. The following table summarizes the grant date fair value of the 2025 PSU-1 and PSU-2 awards as disclosed above and at maximum achievement levels for each executive.

  28. Summary Compensation Table

    | | PSU-1s Grant Date Fair Value | | PSU-2s Grant Date Fair Value | | | Name | Target | Maximum | Target | Maximum | | Justin Jude | $3,250,013 | $3,250,013 | $3,250,013 | $6,500,025 | | Rick Galloway | $975,004 | $975,004 | $975,004 | $1,950,008 | | Andy Hamilton | $850,038 | $850,038 | $850,038 | $1,700,076 | | Matthew McKay | $850,038 | $850,038 | $850,038 | $1,700,076 | | John Meyne | $850,038 | $850,038 | $850,038 | $1,700,076 |

  29. Summary Compensation Table

    (3) Our Non-Equity Incentive Plan Compensation includes amounts related to our Cash-Based LTI awards and annual bonus awards. The amounts for each named executive officer for each of these award categories are set forth in the table below. The amounts shown under Cash-Based LTI Earned for 2025 are equal to the amounts earned for the 2023-2025 performance period (which was $0), the amounts shown under Cash-Based LTI Earned for 2024 are equal to the amounts earned and subsequently paid for the 2022-2024 performance period and the amounts shown under Cash-Based LTI Earned for 2023 are equal to the amounts earned and subsequently paid for the 2021-2023 performance period. The amounts shown under Annual Bonus Earned are equal to the amounts earned and subsequently paid for each annual performance period under our annual bonus program related to the years presented. For more information regarding our annual incentive awards, see the section entitled “Annual Bonus Awards” beginning on page 30. For more information regarding our Cash-Based LTI awards, see the section entitled “Long Term Incentive Awards” beginning on page 32.

  30. Summary Compensation Table

    | Name | Year | Cash-Based LTI Earned | Annual Bonus Earned | Total | | Justin Jude | 2025 | $— | $1,200,000 | $1,200,000 | | | 2024 | $107,226 | $263,788 | $371,014 | | | 2023 | $735,000 | $579,341 | $1,314,341 | | Rick Galloway | 2025 | $— | $575,178 | $575,178 | | | 2024 | $46,493 | $116,002 | $162,495 | | | 2023 | $328,692 | $479,019 | $807,711 | | Andy Hamilton | 2025 | $— | $246,572 | $246,572 | | | 2024 | $21,088 | $263,971 | $285,059 | | Matt McKay | 2025 | $— | $382,141 | $382,141 | | | 2024 | $66,654 | $71,290 | $137,944 | | | 2023 | $393,750 | $393,316 | $787,066 | | John Meyne | 2025 | $— | $81,657 | $81,657 | | | 2024 | $31,406 | $66,312 | $97,718 |

  31. Summary Compensation Table

    (4) The amounts include Company matching contributions under retirement plans, payment of life insurance, disability insurance, accidental death or disability insurance premiums, and other miscellaneous compensation related payments.

  32. Summary Compensation Table

    | Name | Retirement Plans | Life Insurance Premiums | Disability Insurance Premiums | Other | Total | | Justin Jude | $58,220 | $2,622 | $6,997 | $— | $67,839 | | Rick Galloway | $37,721 | $1,710 | $6,564 | $— | $45,995 | | Andy Hamilton | $3,287 | $— | $— | $151,332(a) | $154,619 | | Matthew McKay | $29,302 | $1,710 | $6,871 | $— | $37,883 | | John Meyne | $30,601 | $7,524 | $9,046 | $— | $47,171 |

  33. Summary Compensation Table

    (a) Other compensation for Mr. Hamilton consists of reimbursement of (i) housing ($77,773), (ii) commuter allowance ($36,207), (iii) car allowance, and (iv) lump sum expenses in connection with his overseas assignment.

  34. Grants of Plan-Based Awards for Fiscal Year-End December 31, 2025

    Grants of Plan-Based Awards for Fiscal Year-End December 31, 2025 The following table sets forth information regarding plan-based awards granted by us to the named executive officers during the last fiscal year. All equity awards were granted under the Company's Equity Incentive Plan.

  35. Grants of Plan-Based Awards for Fiscal Year-End December 31, 2025

    | Name | Award Type | Board Approved Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3) | | | Grant Date Fair Value of Stock and Option Awards (4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Justin Jude | PSU-1 | 2/13/2025 | 2/21/2025 | — | — | — | — | 78,750 | — | $3,250,013 | | | PSU-2 | 2/13/2025 | 2/21/2025 | — | — | — | 39,375 | 78,750 | 157,500 | $3,250,013 | | | Annual Bonus | | | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | | Rick Galloway | PSU-1 | 2/13/2025 | 2/21/2025 | — | — | — | — | 23,625 | — | $975,004 | | | PSU-2 | 2/13/2025 | 2/21/2025 | — | — | — | 11,813 | 23,625 | 47,250 | 975,004 | | | Annual Bonus | | | 359,486 | 718,973 | 1,437,945 | — | — | — | — | | Andy Hamilton | PSU-1 | 2/13/2025 | 2/21/2025 | — | — | — | — | 20,597 | — | $850,038 | | | PSU-2 | 2/13/2025 | 2/21/2025 | — | — | — | 10,299 | 20,597 | 41,194 | $850,038 | | | Annual Bonus | | | 287,675 | 575,351 | 1,150,701 | — | — | — | — | | Matthew McKay | PSU-1 | 2/13/2025 | 2/21/2025 | — | — | — | — | 20,597 | — | 850,038 | | | PSU-2 | 2/13/2025 | 2/21/2025 | — | — | — | 10,299 | 20,597 | 41,194 | 850,038 | | | Annual Bonus | | | 238,838 | 477,677 | 955,353 | — | — | — | — | | John Meyne | PSU-1 | 2/13/2025 | 2/21/2025 | — | — | — | — | 20,597 | — | $850,038 | | | PSU-2 | 2/13/2025 | 2/21/2025 | — | — | — | 10,299 | 20,597 | 41,194 | $850,038 | | | Annual Bonus | | | 255,178 | 510,356 | 1,020,712 | — | — | — | — |

  36. Grants of Plan-Based Awards for Fiscal Year-End December 31, 2025

    (1) The amounts shown related to the annual bonus awards represent payments that were possible for the 2025 annual performance period. The annual awards for 2025 were calculated as a percentage of salary earned during 2025 of the named executive officer. If the actual achievement is between these levels (between threshold and target or target and maximum), the payout is linearly interpolated. The 2025 annual awards for our named executive officers have been earned and paid, and the actual amount earned by each named executive officer is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “Executive Compensation - Compensation Discussion and Analysis” for more information on the annual bonus award program. (2) The amounts shown for the PSU-1 award type represent the number of shares to be paid out upon the vesting of performance-based RSUs granted during the year under our Equity Incentive Plan. PSU-1 awards only provide for a single performance condition, so no threshold or maximum payouts are disclosed, and there is either a full payout of the amount shown (subject to time-based vesting) or no payout. See “Executive Compensation - Compensation Discussion and Analysis” for more information. (3) In 2025, LKQ granted performance-based three-year equity awards (PSU-2s) under our Equity Incentive Plan. As these awards are performance-based, the exact number of shares to be paid may be zero or may range from 0% to 200% of the target number of shares, depending on the Company's performance and on each of the three metrics (adjusted diluted EPS for the final year of the performance period, and three-year average annual organic parts & services revenue growth, and three-year average annual ROIC over the three-year period ending December 31, 2027). The amounts shown represent the number of shares that may be paid out upon achievement of the threshold, target, and maximum performance levels. Payout for performance between levels will be linearly interpolated. See “Executive Compensation - Compensation Discussion and Analysis” for more information. (4) The amounts disclosed under the “Grant Date Fair Value of Stock and Option Awards” column represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For more information, please see Footnote 2 to the Summary Compensation Table above.

  37. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    Outstanding Equity Awards at Fiscal Year-End December 31, 2025 The following table sets forth information regarding the status of equity awards held by the named executive officers at December 31, 2025.

  38. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | | Stock Awards (1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2)(3) | | Justin Jude | 101,656 | $3,070,011 | 88,832 | $2,682,726 | | Rick Galloway | 37,453 | $1,131,081 | 27,946 | $843,969 | | Andy Hamilton | 39,580 | $1,195,316 | 24,918 | $752,524 | | Matthew McKay | 30,415 | $918,533 | 24,630 | $743,826 | | John Meyne | 33,176 | $1,001,915 | 24,918 | $752,524 |

  39. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (1) The stock awards include RSUs, PSU-1s and PSU-2s. PSU-1s generally vest in equal tranches on March 1 and September 1 over a three-year period on each six-month anniversary of the grant date based on continued service, provided that we achieve positive adjusted diluted EPS during any fiscal year period within five years following the grant date. Generally, no PSU-1s vest prior to achievement of positive adjusted diluted EPS, and, if positive adjusted diluted EPS is not achieved within the five years following grant, the PSU-1 is forfeited. The performance-based conditions for the PSU-1s granted in 2023, 2024 and 2025 were met, and all applicable PSU-1s that had previously met the time-based vesting condition vested immediately and the remaining PSU-1s will vest according to the remaining schedule of the time-based condition. These are reflected as time-based awards (i.e., non-Equity Incentive Plan Awards) in the table above. We granted performance-based restricted stock units (PSU-2s) in 2023, 2024 and 2025. The exact number of shares to be paid out after completion of the performance period may be up to twice the grant amount. The following table sets forth the vesting schedule of the unvested number of RSUs, PSU-1s and PSU-2s for each named executive officer as of December 31, 2025, with the 2023 PSU-2s based on actual achievement of 0% of target for the performance period ended December 31, 2025, and the 2024 and 2025 PSU-2s, for which the performance period has not yet ended, based on maximum potential achievement:

  40. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | | 2026 | 2027 | 2028 | Total | | Justin Jude | | | | | | February | 13,125 | 10,082 | 78,750 | 101,957 | | March | 22,595 | 19,843 | 13,125 | 55,563 | | September | 19,843 | 13,125 | — | 32,968 | | | | | | 190,488 | | Rick Galloway | | | | | | January | 1,487 | 797 | — | 2,284 | | February | 3,938 | 4,321 | 23,625 | 31,884 | | March | 8,924 | 6,816 | 3,937 | 19,677 | | July | 799 | — | — | 799 | | September | 6,818 | 3,937 | — | 10,755 | | | | | | 65,399 | | Andy Hamilton | | | | | | January | 175 | 175 | 175 | 525 | | February | 3,433 | 4,321 | 20,597 | 28,351 | | March | 11,046 | 6,313 | 3,432 | 20,791 | | July | 176 | 176 | — | 352 | | September | 11,046 | 3,433 | — | 14,479 | | | | | | 64,498 | | Matthew McKay | | | | | | February | 3,433 | 4,033 | 20,597 | 28,063 | | March | 7,876 | 6,120 | 3,432 | 17,428 | | September | 6,121 | 3,433 | — | 9,554 | | | | | | 55,045 | | John Meyne | | | | | | January | 1,368 | 847 | 438 | 2,653 | | February | 3,433 | 4,321 | 20,597 | 28,351 | | March | 6,314 | 6,312 | 3,432 | 16,058 | | July | 847 | 439 | — | 1,286 | | September | 6,313 | 3,433 | — | 9,746 | | | | | | 58,094 |

  41. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (2) The amounts shown in these columns are based on the closing price ($30.20) of a share of our common stock on December 31, 2025, the last trading day of fiscal year 2025. (3) The amounts shown in these columns include shares subject to PSU-2s, with the numbers and values of such shares based on actual achievement for the 2023 PSU-2s (0%) for which the performance period ended December 31, 2025, and maximum potential achievement for the PSU-2s granted in 2024 and 2025, for which the performance period has not yet ended.

  42. Option Exercises and Stock Vested during Fiscal Year-End December 31, 2025

    Option Exercises and Stock Vested during Fiscal Year-End December 31, 2025 The following table sets forth information regarding the vesting of the named executive officers' RSUs, PSU-1s, and PSU-2s during the last completed fiscal year.

  43. Option Exercises and Stock Vested during Fiscal Year-End December 31, 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Justin Jude | 30,275 | $1,174,256 | | Rick Galloway | 18,399 | $702,808 | | Andy Hamilton | 18,905 | $715,283 | | Matthew McKay | 14,442 | $560,939 | | John Meyne | 11,957 | $458,431 |

  44. Option Exercises and Stock Vested during Fiscal Year-End December 31, 2025

    (1) The amounts shown in this column are based on the closing price of our stock on the applicable vesting date.

  45. Pension Benefits

    Pension Benefits None of our named executive officers participated in or received benefits from a pension plan during the last fiscal year or in any prior year.

  46. Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2025

    Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2025 The following table sets forth information regarding the accounts of the named executive officers in the retirement plan that supplements our 401(k) plan. This supplemental plan is discussed beginning on page 34.

  47. Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2025

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/Distributions | Aggregate Balance at Last FYE (4) | | Justin Jude | $83,977 | $58,220 | $673,574 | $— | $5,346,150 | | Rick Galloway | $54,346 | $37,721 | $102,914 | $— | $875,496 | | Andy Hamilton | $— | $— | $— | $— | $— | | Matthew McKay | $26,818 | $29,302 | $253,691 | $— | $1,643,029 | | John Meyne | $175,324 | $30,601 | $414,525 | $— | $3,870,067 |

  48. Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2025

    (1) These amounts represent contributions to the supplemental plan by the named executive officers from their respective 2025 salaries, 2024 bonuses (paid in 2025), and Cash-Based LTI for the 2022-2024 program (paid in 2025) reported in the Summary Compensation Table under the columns entitled “Salary” (in 2025) and “Non-Equity Incentive Plan Compensation” (in 2024). (2) These amounts were also reported in the Summary Compensation Table under the column entitled “All Other Compensation” for fiscal year 2025. These amounts represent aggregate contributions to the supplemental plan by the Company for fiscal year 2025. (3) These amounts represent aggregate interest or other earnings accrued during fiscal year 2025, none of which were reported in the Summary Compensation Table. (4) These amounts represent amounts we owe the named executive officers for salaries and incentive compensation they earned in prior years but did not receive because they elected to defer receipt as well as earnings and our contributions to plan. The following amounts of executive and Company contributions were included in the Summary Compensation Table in prior years: Mr. Jude - $1,395,120; Mr. Galloway - $461,758; Mr. Hamilton - $0; Mr. McKay - $88,274; and Mr. Meyne - $394,466. Refer to page 34 for a description of the terms of the plan.

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Severance Policy The Severance Policy applies to the executive officers of the Company and any other executive designated by the Compensation and Human Capital Committee (“Covered Executives”). It provides that, in the event the employment of a Covered Executive is terminated by the Company without “cause” or by the Covered Executive with “good reason,” the Company will provide to such Covered Executive (a) a pro rata bonus for the year in which the termination occurs (based on the actual performance achieved, as applicable to other active participants), (b) during the Severance Period (defined as 18 months in the case of the Chief Executive Officer and our Chief Financial Officer and 12 months for all other Covered Executives who are named executive officers), a monthly severance payment equal to one-twelfth of the sum of the Covered Executive’s latest annual base salary and the average annual bonus (for the two prior full fiscal years), (c) a pro rata payment of any pending cash long term incentive award (based on the actual performance achieved, as applicable to other active participants), (d) Company-subsidized health and dental coverage during the applicable Severance Period, (e) continuation of vesting of outstanding performance based restricted stock units and other restricted stock units during the applicable Severance Period, and (f) outplacement services. The foregoing payments and benefits for a Covered Executive could be reduced in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the Covered Executive to financially benefit on an after-tax basis. The receipt by a Covered Executive of any severance benefits is conditioned upon (a) the delivery by the Covered Executive of a full and unconditional release of all claims against the Company, and (b) compliance by the Covered Executive during the Severance Period with provisions relating to confidentiality, non-competition, non-solicitation of the Company’s customers, and non-hiring of the Company’s employees. For purposes of the Severance Policy and the Change of Control Agreements described below, “Cause” generally means the named executive officer’s (i) engagement in willful and continued failure to substantially perform his material duties with the Company; (ii) engagement in misconduct that is materially and demonstrably injurious to the Company; (iii) conviction of, or plea of no contest to, a felony, or other crime of moral turpitude; or (iv) final non-appealable adjudication in a criminal or civil proceeding for fraud. For purposes of the Severance Policy and the Change of Control Agreements described below, “Good Reason” means (i) a substantial adverse change in the named executive officer’s title, position, offices, nature of his duties or responsibilities, or reporting relationship; (ii) reduction of the named executive officer’s base salary, target bonus, or benefits (other than a general reduction applicable across similarly situated executives); (iii) failure by the Company to pay the named executive officer material compensation or benefits when due including, without limitation, failure by the Company to pay any accrued benefits; (iv) the relocation of the named executive officer’s primary office to a location which is more than 40 miles from such office; or (v) or any failure by a successor to the Company to assume the agreement and, in the case of the change of control agreements, assume any agreement with respect to the named executive officer’s outstanding equity awards. For purposes of the Change of Control Agreements, Good Reason is measured against the executive’s title, duties, compensation, and office location as in effect immediately prior to the Change of Control Change of Control Agreements The Change of Control Agreements with our executive officers provide certain severance payments and other benefits in the event the employment is terminated by the Company without "cause" or by the executive with "good reason" within two years following a Change of Control (or within 12 months prior to a Change of Control in certain circumstances). Each of our named executive officers is a party to a change in control agreement. Upon a qualifying termination, the employee will be entitled to receive payments and benefits that include the following: •Payment of salary and other compensation accrued through the termination date; •Payment of a pro rata annual bonus based on maximum cash bonus opportunity for the year of termination (in a lump-sum); •A lump sum severance payment equal to two times the sum of the employee's (a) salary and (b) the greater of the employee's target annual bonus or average annual bonus over the preceding three years; •If applicable, all unreimbursed relocation expenses; •Continuing coverage of the employee and the employee's dependents under the Company's health and dental care plans for up to a period of 24 months; •Outplacement services; and •The employee's outstanding equity-based compensation awards will become vested and exercisable in full. If the employee’s employment with the Company is terminated as a result of death or disability, the employee or his or her estate will be entitled to receive salary and other compensation accrued through the termination date and a pro rata annual bonus (in a lump-sum). If the employee’s employment with the Company is terminated for Cause or the employee resigns for other than Good Reason (as those terms are defined in the agreement) the employee will be entitled to receive salary and other compensation accrued through the termination date. The agreement contains confidentiality obligations on the part of the employee that survive indefinitely and requires that the employee deliver a release to the Company as a condition to receiving payments of benefits under the agreement. The agreement also provides that in the event of a dispute concerning an agreement, the Company will pay the legal fees of the employee. The agreement provides that payments may be reduced to a level that would not trigger the excise tax under Internal Revenue Code Section 4999, but only if such reduction would result in a greater after-tax benefit to the executive than receiving the full payment and paying the excise tax. In addition, if equity awards are not assumed or substituted with awards of equivalent value in connection with the Change of Control, such awards will vest in full immediately upon the Change of Control, regardless of whether the executive's employment is terminated. Under the agreements, a “Change of Control” would include any of the following events: •any “person,” as defined in the Exchange Act, acquiring 30% or more of our outstanding common stock or combined voting power of our outstanding securities, subject to certain exceptions; •during a two-year period, our current directors (or new directors approved by them) cease to constitute a majority of our Board; and •a merger, consolidation, share exchange, reorganization or similar transaction involving the Company or any of its subsidiaries, a sale of substantially all the Company’s assets, or the acquisition of assets or stock of another entity by the Company (unless following such business combination transaction a majority of the Company’s directors continue as directors of the resulting entity, the holders of the outstanding voting securities of the Company immediately prior to such an event continue to own shares or other securities that represent more than 50% of the combined voting power of the resulting entity after such event in substantially the same proportions as their ownership prior to such business combination transaction, and no person owns 30% or more of the resulting entity’s common stock or voting securities).

  50. Potential Payments Upon Termination or Change in Control

    In the event of a Change of Control of the Company, a Covered Executive who is a party to a Change of Control Agreement and who experiences a qualifying termination will generally be eligible only for the benefits under the Change of Control Agreement (and not Severance Policy benefits). Moreover, if a Covered Executive had already received benefits under the Severance Policy, such received benefits would reduce or offset the benefits (to the extent that they are the same type of benefit) that are otherwise provided to the Covered Executive under the Change of Control Agreement. Other Termination and Change of Control Payments Pursuant to the Company's Equity Incentive Plan, and our award agreements for PSU-1s and PSU-2s, upon a Change of Control, if the acquiror assumes the awards on substantially the terms existing prior to the Change of Control, the vesting periods and/or conditions of the awards do not accelerate; if the acquiror does not assume the award or if the acquiror does assume the award and the participant’s employment is terminated involuntarily or constructively within two years of the Change of Control, the awards will be deemed fully vested. Performance-based awards that are assumed will convert to time-based awards on the same time-based vesting schedule based on the greater of actual or assumed achievement of the performance goals as determined by the Compensation and Human Capital Committee. Under the equity award agreements, in the event of death or disability before the end of the performance period: for PSU-1 awards, both the time-based and performance-based vesting conditions are deemed satisfied and the PSUs immediately become fully vested; for PSU-2 awards, the PSUs immediately vest at the target level of performance. In addition, upon retirement (generally defined as voluntary separation after age 60 with at least five years of service), the executive remains eligible to vest in outstanding PSU-1 and PSU-2 awards based on actual performance achievement, with the service requirement waived. If the first anniversary of the performance period has occurred, the executive is eligible for 100% of the award; if not, the award is pro-rated based on the number of days elapsed in the performance period divided by 365. Pursuant to the terms of our Cash Incentive Plan, upon a Change of Control, participants remain eligible to receive payments in accordance with the terms of outstanding annual cash bonus awards (including the Cash LTI awards) subject to continued service, provided that the annual cash bonus awards will be calculated based on the better of actual achievement of the performance goals or the target achievement (with performance goals adjusted pro rata for the portion of the performance period elapsed as of the Change of Control). In addition, if the acquiror does not assume the annual cash bonus awards or if the participant’s employment is terminated by the Company or an affiliate without "Cause" or by the participant for "Good Reasons", within two years of the Change of Control, the annual cash bonus awards will be deemed earned based on the better of actual achievement of the performance goals or the target achievement (with performance goals adjusted pro rata for the portion of the performance period elapsed as of the Change of Control). Under the Cash Incentive Plan, if a participant's employment terminates due to death or disability during a performance period, the participant (or estate) will receive the full target award for such period without regard to actual performance achievement. In addition, if a participant retires (generally after age 60 with at least five years of service), the participant remains eligible to earn outstanding multi-year cash incentive awards based on actual performance, pro-rated if the first anniversary of the performance period has not yet occurred, subject to compliance with applicable restrictive covenants. Annual bonus awards are not eligible for this retirement treatment. For purposes of the Equity Incentive Plan and the Cash Incentive Plan, “Cause” generally means a termination (i) due to the willful and continued failure or refusal by the participant to substantially perform assigned duties (other than any such failure resulting from the participant’s disability), (ii) the participant’s dishonesty or theft, (iii) the participant’s violation of any obligations or duties under any employee agreement, or (iv) the participant’s gross negligence or willful misconduct. For purposes of the Equity Incentive Plan and the Cash Incentive Plan, “Good Reason” generally means (i) a substantial reduction in the participant’s aggregate level of compensation and benefits, (ii) a substantial reduction or diminution in the participant’s titles, responsibilities, or duties, (iii) a substantial detrimental change in the participant’s employment reporting relationship, or (iv) any relocation of the Participant’s principal place of business of 50 miles or more. The following table summarizes the value of payments and benefits that our named executive officers would have received under the circumstances described in the table assuming the event occurred on December 31, 2025. The table excludes amounts that were fully-earned as of December 31, 2025, such as accrued but unpaid salary, earned annual bonus awards for the one-year performance period ended December 31, 2025, and earned Cash-Based long-term incentive awards and PSU-2s for the three year performance period ended December 31, 2025.

  51. Potential Payments Upon Termination or Change in Control

    | | Involuntary Termination (1)(2) | Change of Control where LTI Awards are not Assumed or Continued (3) | Involuntary Termination in Connection with a Change of Control (1) | Death or Disability (4) | | Justin Jude | | | | | | Cash Severance (5) | $2,132,347 | $— | $5,000,000 | $3,292,307 | | Unvested and Accelerated Share-based Awards | 2,277,261 | 3,070,011 | 3,070,011 | 3,070,011 | | PSU - 2 Awards (6) | — | 2,987,203 | 2,987,203 | 2,987,203 | | Cash-Based Long-Term Incentive (7) | — | 1,050,000 | 1,050,000 | 1,050,000 | | Medical and Dental Benefits (8) | 25,950 | — | 34,600 | — | | Other Benefits and Perquisites (9) | 7,500 | — | 7,500 | — | | Total | $4,443,058 | $7,107,214 | $12,149,314 | $10,399,521 | | Rick Galloway | | | | | | Cash Severance (5) | $1,533,765 | $— | $2,900,000 | $2,684,650 | | Unvested and Accelerated Share-based Awards | 893,286 | 1,131,081 | 1,131,081 | 1,131,081 | | PSU - 2 Awards (6) | — | 974,463 | 974,463 | 974,463 | | Cash-Based Long-Term Incentive (7) | — | 450,000 | 450,000 | 450,000 | | Medical and Dental Benefits (8) | 68,046 | — | 90,729 | — | | Other Benefits and Perquisites (9) | 7,500 | — | 7,500 | — | | Total | $2,502,597 | $2,555,544 | $5,553,773 | $5,240,194 | | Andy Hamilton | | | | | | Cash Severance (5) | $1,027,384 | $— | $2,633,012 | $2,413,800 | | Unvested and Accelerated Share-based Awards | 781,455 | 1,195,316 | 1,195,316 | 1,195,316 | | PSU - 2 Awards (6) | — | 883,018 | 883,018 | 883,018 | | Cash-Based Long-Term Incentive (7) | — | 593,595 | 593,595 | 593,595 | | Medical and Dental Benefits (8) | 67,001 | — | 134,002 | — | | Other Benefits and Perquisites (9) | 7,500 | — | 7,500 | — | | Total | $1,883,340 | $2,671,929 | $5,446,443 | $5,085,729 | | Matt McKay | | | | | | Cash Severance (5) | $852,303 | $— | $2,232,000 | $2,604,917 | | Unvested and Accelerated Share-based Awards | 526,386 | 918,533 | 918,533 | 918,533 | | PSU - 2 Awards (6) | — | 865,623 | 865,623 | 865,623 | | Cash-Based Long-Term Incentive (7) | — | 420,000 | 420,000 | 420,000 | | Medical and Dental Benefits (8) | 44,931 | — | 89,862 | — | | Other Benefits and Perquisites (9) | 7,500 | — | 7,500 | — | | Total | $1,431,120 | $2,204,156 | $4,533,518 | $4,809,073 | | John Meyne (10) | | | | | | Cash Severance (5) | $780,070 | $— | $2,340,000 | $2,144,666 | | Unvested and Accelerated Share-based Awards | 551,905 | 1,001,915 | 1,001,915 | 1,001,915 | | PSU - 2 Awards (6) | — | 883,018 | 883,018 | 883,018 | | Cash-Based Long-Term Incentive (7) | — | 450,000 | 450,000 | 450,000 | | Medical and Dental Benefits (8) | 16,266 | — | 32,533 | — | | Other Benefits and Perquisites (9) | 7,500 | — | 7,500 | — | | Total | $1,355,741 | $2,334,933 | $4,714,966 | $4,479,599 |

  52. Potential Payments Upon Termination or Change in Control

    (1) Involuntary Termination means termination of employment by the Company without Cause (as defined in the Severance Policy or Change of Control Agreement) or resignation of employment by the named executive officer for Good Reason (as defined in the Severance Policy or Change of Control Agreement). (2) The amount shown for the Cash Severance payment would be paid out in equal monthly installments over the Severance Period (18 months in the case of our Chief Executive Officer and our Chief Financial Officer or 12 months in the case of all other Covered Executives). The Unvested and Accelerated Share Based Awards amount represents the value of share-based awards (using the market value of LKQ common stock on the last trading day of 2025, $30.20) that would continue to vest during the Severance Period (18 months in the case of our Chief Executive Officer, our Chief Financial Officer or 12 months in the case of all other Covered Executives). (3) For the avoidance of doubt, all LTI is subject to “double trigger” vesting acceleration in the event of a change of control. (4) The amount shown for the Cash Severance payment represents the life insurance proceeds payable to the named executive officer’s beneficiaries pursuant to company-provided life insurance coverage in the event of death. In the event of disability each of the named executive officers would receive long-term disability payments equal to $30,000 per month until he reached the age of 65 pursuant to employer-funded long-term disability insurance coverage. (5) For description of what is included in the cash severance, see above on page 44. (6) The performance period for the PSU-2s granted in 2023 ended on December 31, 2025, and therefore these are not included in the table above. Pursuant to our Severance Policy, upon Involuntary Termination without Cause, not related to a Change of Control, the PSU-2s granted in 2024 would be earned on December 31, 2026, which is during the assumed Severance Period for all named executive officers, but the PSU-2s granted in 2025 would not vest during the assumed Severance Period. Amounts presented above are based on projected performance as of December 31, 2025. Pursuant to the award agreement for the PSU-2s, upon Involuntary Termination without Cause Following a Change of Control or Change in Control where LTI Awards are not Assumed or Continued, vesting of the PSU-2s granted in 2024 and 2025 would accelerate based on projected performance as of December 31, 2025. Pursuant to the award agreement, upon termination due to death or Disability, vesting of the PSU-2s granted in 2024 and 2025 would accelerate at target. (7) The performance period for the Cash-Based Long-Term Incentives granted in 2023 ended on December 31, 2025, and therefore these are not included in the table above. Pursuant to the Severance Policy, upon Involuntary Termination without Cause, not related to a Change of Control, a pro-rated portion of each of the Cash-Based Long-Term Incentives granted in 2024 would be earned, based on actual performance at the end of the performance period. Amounts presented above are based on projected performance as of December 31, 2025. Pursuant to the CIP, upon Involuntary Termination without Cause Following a Change of Control or Change in Control where LTIP Awards are not Assumed or Continued, each of the Cash-Based Long-Term Incentives granted in 2024 would be earned at the greater of actual achievement or target. Amounts presented above are based on actual achievement as of December 31, 2025. Pursuant to the CIP, upon termination due to death or Disability, the Cash-Based Long-Term Incentives granted in 2024 would be earned at target. (8) Medical and Dental Benefits reflect the lump sum payment to each named executive officer in the event that the terms of the Company’s Health Plans (as defined in the agreement) do not allow participation subsequent to a termination or Change of Control. In the event the Health Plans do allow participation, such benefits paid by the Company will be dependent on actual claims incurred due to the self-insured nature of the Company’s plans. Medical and dental benefits are reduced to the extent that the individual becomes covered under a group health or dental plan providing comparable benefits. (9) In addition to the benefits shown, each named executive officer is entitled to receive outplacement services at the expense of the Company. While the amounts to be incurred by the Company for such services would be dependent on the terms and conditions of the services, we have estimated the fees at $7,500. (10) Mr. Meyne is retirement eligible per the requirements noted above. Upon retirement, his outstanding equity and cash-based long-term incentive awards would remain outstanding and continue to vest in accordance with their original schedules, subject to the achievement of any applicable performance conditions. As of December 31, 2025, and assuming maximum potential achievement of performance goals, these were valued at approximately $2,334,933. Other than as described above or as set forth in the table above, we do not have any pension, change in control, severance or other post-termination plans or arrangements.

  53. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee (excluding our President and Chief Executive Officer) and the annual total compensation of Justin Jude, our President and Chief Executive Officer (“CEO”) on December 31, 2025. The pay ratio provided below is a reasonable estimate calculated in accordance with SEC rules and methods for disclosure. Due to estimates, assumptions, adjustments, and statistical sampling permitted under the rules, pay ratio disclosures may involve a degree of imprecision and may not be consistent with the methodologies utilized by other companies. For 2025, the median annual total compensation of our median employee (excluding our CEO), was $48,190; and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $8,767,864. As a result, the ratio of the annual total compensation of our CEO to the median of all our employees (excluding our CEO) was approximately 182 to 1. We took the following steps to identify the median employee, as well as to determine the annual total compensation of our median employee and our CEO. 1.To identify the “median employee” from our employee population determined as of December 31, 2025, we used the amount of “gross wages” for the identified employees as reflected in our payroll records for 2025. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. We did not use any statistical sampling techniques. We annualized the compensation for permanent employees who began employment after the start of the year. For compensation paid to our non-U.S. employees, we applied the U.S. dollar yearly average currency exchange rate to the local currency to facilitate comparison of all employees in U.S. dollars. 2.For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K.

  54. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: •A list of the most important measures that our Compensation and Human Capital Committee used in 2025 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; •A table that compares the total compensation of our CEO, and the average total compensation of our other named executive officers (“NEOs”), as presented in our Summary Compensation Tables (“SCT”) to CAP and that compares CAP to specified performance measures; and •Narrative disclosures that describe: ◦the relationship between our total shareholder return (“TSR”) and the TSR of the Dow Jones U.S. Auto Parts Index (“Peer Group TSR”); and ◦the relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company selected measure, Adjusted Diluted EPS This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation and Human Capital Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation and Human Capital Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 24 to 37 for a discussion of our named executive officer compensation program objectives and the ways in which we align named executive officer compensation pay with performance. Performance Measures Used for Linking Pay and Performance The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2025 to Company performance. Each metric below is used for purposes of determining payouts under either our CIP or vesting of our PSU-1s and PSU-2s. Please see the Compensation Discussion and Analysis for a description of these metrics, including how they are subject to pre-established adjustments, and how they are used in the Company’s executive compensation program.

  55. Pay Versus Performance Disclosure

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

  56. Pay Versus Performance Disclosure

    Adjusted Diluted EPS was selected as the Company-selected measure for the Pay versus Performance table that follows because the Compensation and Human Capital Committee believes this performance measure has the strongest alignment with the key attributes of our operating plan and drives the creation of long-term shareholder value. Pay Versus Performance Table Below is the tabular disclosure for the Company’s President and Chief Executive Officer (“CEO”) (our Principal Executive Officer or "PEO") and the average of our NEOs other than the CEO for the past five fiscal years.

  57. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Current PEO(1) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Current PEO(2) | Compensation Actually Paid to Former PEO(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income ($ mil.)(7) | Adjusted Diluted EPS (8) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2025 | $8,767,864 | $— | $5,772,831 | $— | $2,823,664 | $1,902,619 | $95 | $80 | $608 | $3.11 | | 2024 | 4,501,186 | 7,853,650 | 2,841,681 | 1,932,110 | 2,175,653 | 1,366,778 | 112 | 69 | 693 | 3.65 | | 2023 | — | 12,189,021 | — | 10,962,088 | 3,402,781 | 3,111,223 | 142 | 89 | 938 | 3.98 | | 2022 | — | 10,740,892 | — | 11,905,149 | 2,982,991 | 2,761,619 | 155 | 89 | 1,150 | 3.95 | | 2021 | — | 9,445,636 | — | 17,406,173 | 3,049,150 | 5,627,834 | 171 | 121 | 1,092 | 3.94 |

  58. Pay Versus Performance Disclosure

    (1) The amounts reported in these columns are the amounts of total compensation reported for our current Chief Executive Officer, Justin Jude, and our former Chief Executive Officer, Dominick Zarcone, for each corresponding year in the “Total” column of the Summary Compensation Table. (2) CAP to our CEOs are computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to SCT total compensation to determine the CAP values for 2025 (and a similar methodology was used for prior years in the table): Reconciliation of SCT to CAP for CEO

  59. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO | Minus Summary Compensation Table Value of Equity Awards Granted to PEO | Plus Year-End Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at Year-End | Plus (Minus) Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End | Plus Fair Value at Vesting Date of Equity Awards Granted and Vested During the Year | Plus (Minus) Change in Fair Value from End of Prior Year to Vesting Date of Equity Awards Granted in Any Prior Year that Vested During the Year | Minus Fair Value at End of Prior Year of Equity Awards Granted in Any Prior Years that was Forfeited During the Year | PEO CAP* | | 2025 | $8,767,864 | $6,500,025 | $4,327,313 | $(887,771) | $0 | $65,451 | $0 | $5,772,831 |

  60. Pay Versus Performance Disclosure

    * The fair value of restricted stock units (RSUs) used to calculate CAP was based on LKQ’s closing stock price on each valuation date and includes the cash value of accrued dividends. The fair value of performance stock units (PSUs) used to calculate CAP was based on LKQ's closing stock price and estimated performance results as of the valuation date and includes the cash value of accrued dividends. (3) For 2025, other NEOs are Mr. Galloway, Mr. Hamilton, Mr. McKay, and Mr. Meyne; For 2024, other NEOs are Mr. Galloway, Mr. Hamilton, Mr. Meyne, and Mr. McKay; For 2023, other NEOs are Mr. Galloway, Mr. Laroyia, Mr. Jude, and Mr. Hanley; For 2022, other NEOs are Mr. Galloway, Mr. Laroyia, Mr. Jude, Mr. Hanley, Mr. McKay, and Mr. Franz (former Senior Vice President, and CEO of LKQ Europe); for 2021 other NEOs are Mr. Laroyia, Mr. Franz, Mr. Jude, and Mr. Hanley. (4) Average CAP to our other NEOs is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to SCT total compensation to determine the CAP values for 2025 (and a similar methodology was used for prior years in the table): Reconciliation of SCT to CAP for Other NEOs (averaged across Other NEOs)

  61. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Other NEOs | Minus Summary Compensation Table Value of Equity Awards Granted to Other NEOs | Plus Year-End Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at Year-End | Plus (Minus) Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End | Plus Fair Value at Vesting Date of Equity Awards Granted and Vested During the Year | Plus (Minus) Change in Fair Value from End of Prior Year to Vesting Date of Equity Awards Granted in Any Prior Year that Vested During the Year | Minus Fair Value at End of Prior Year of Equity Awards Granted in Any Prior Years that was Forfeited During the Year | Other NEOs CAP* | | 2025 | $2,823,664 | $1,762,559 | $1,173,402 | $(396,340) | $0 | $64,452 | $0 | $1,902,619 |

  62. Pay Versus Performance Disclosure

    * The fair value of restricted stock units (RSUs) used to calculate CAP was based on LKQ’s closing stock price on each valuation date and includes the cash value of accrued dividends. The fair value of performance stock units (PSUs) used to calculate CAP was based on LKQ's closing stock price and estimated performance results as of the valuation date and includes the cash value of accrued dividends. (5) Represents the cumulative total shareholder return (TSR) of LKQ for an initial investment of $100 on December 31, 2020 through and including the end of the fiscal year for each row in the table. (6) Represents the cumulative total shareholder return (TSR) of the Dow Jones U.S. Auto Parts Index, which is an industry line peer group reported in the performance graph included in the Company’s 2025 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2020 through and including the end of the fiscal year for each row in the table. (7) Represents LKQ’s GAAP Net Income as reported in the Company’s Consolidated Statements of Income on Form 10-K for each fiscal year in the table. (8) Represents LKQ’s adjusted diluted EPS, subject to pre-established adjustments, which is the Company-selected measure. Refer to the Compensation Discussion and Analysis section of this Proxy Statement for a description of adjusted diluted EPS and the pre-established adjustments. Cumulative TSR of the Company and Cumulative TSR of the Peer Group The cumulative TSR of the Company was $95, $112, $142, $155 and $171 for 2021-2025, 2021-2024, 2021-2023, 2021-2022, and 2021, respectively. The cumulative TSR of the Company’s Peer Group (the Dow Jones U.S. Auto Parts index) was $80, $69, $89, $89, and $121 for 2021-2025, 2021-2024, 2021-2023, 2021-2022, and 2021, respectively. Please see Note 5 and Note 6, above, for additional information related to the computation of cumulative Company TSR and Peer Group TSR, respectively. For 2021, the Company’s and Peer Group cumulative TSR was positive. The Company’s cumulative TSR and the Peer Group's cumulative TSR moved in the same overall direction during the period covered by the Pay Versus Performance Table. An initial hypothetical investment of $100 in each of the Company and the Peer Group on December 31, 2020 would have declined in value through December 31, 2025, with the decrease in the value of the Company investment less pronounced than the decrease in the value of the Peer Group investment. CAP and Cumulative TSR CAP to our current PEO was $5,772,831 and $2,841,681 for 2025 and 2024. CAP to our former PEO was $1,932,110, $10,962,088, $11,905,149, and $17,406,173 for 2024, 2023, 2022, and 2021, respectively. The average CAP to the NEOs as a group (excluding the PEO(s) in the applicable year) was $1,902,619, $1,366,778, $3,111,223, $2,761,619, and $5,627,834, for 2025, 2024, 2023, 2022, and 2021, respectively. The cumulative TSR of the Company, assuming an initial fixed $100 investment was $95, $112, $142, $155, and $171 for 2021-2025, 2021-2024, 2021-2023, 2021-2022, and 2021, respectively. Please see the notes above for additional information related to the computation of CAP and cumulative Company TSR. CAP was generally directionally aligned with the Company's cumulative TSR over the period covered by the Pay Versus Performance Table. An initial hypothetical investment of $100 in the Company on December 31, 2020 would have declined in value through December 31, 2025, and CAP generally trended downward through 2024, though not in a strictly linear fashion, consistent with the decline in shareholder returns. Although CAP increased modestly between 2024 and 2025, the Company’s cumulative TSR for 2025 was meaningfully higher than the Peer Group’s cumulative TSR, reflecting relatively better shareholder outcomes despite the absolute decline in value of the $100 investment. CAP and GAAP Net Income CAP to our current PEO was $5,772,831 and $2,841,681 for 2025 and 2024. CAP to our former PEO was $1,932,110, $10,962,088, $11,905,149, and $17,406,173 for 2024, 2023, 2022, and 2021, respectively. The average CAP to the NEOs as a group (excluding the PEO(s) in the applicable year) was $1,902,619, $1,366,778, $3,111,223, $2,761,619, and $5,627,834, for 2025, 2024, 2023, 2022, and 2021, respectively. The Company’s net income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable fiscal year, was (in millions) $608, $693, $938, $1,150, and $1,092, for 2025, 2024, 2023, 2022, and 2021, respectively. CAP was generally directionally aligned with the Company’s net income. As Company net income increased or decreased, CAP generally moved in the same direction. CAP was not as sensitive to movements in net income as it was to movements in Company cumulative TSR, since a significant portion of executive compensation is paid in the form of stock. CAP and Adjusted Diluted EPS CAP to our current PEO was $5,772,831 and $2,841,681 for 2025 and 2024. CAP to our former PEO was $1,932,110, $10,962,088, $11,905,149, and $17,406,173 for 2024, 2023, 2022, and 2021, respectively. The average CAP to the NEOs as a group (excluding the PEO(s) in the applicable year) was $1,902,619, $1,366,778, $3,111,223, $2,761,619, and $5,627,834, for 2025, 2024, 2023, 2022, and 2021, respectively. The Company’s adjusted diluted EPS, as defined above, was $3.11, $3.65, $3.98, $3.95, and $3.94, for 2025, 2024, 2023, 2022, and 2021, respectively. CAP was generally directionally aligned with the Company’s adjusted diluted EPS for the five-year period covered by the Pay Versus Performance Table, with years of stronger adjusted diluted EPS performance tending to correspond to higher CAP and years of weaker adjusted diluted EPS performance tending to correspond to lower CAP, although this relationship was not linear in every year.