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Company Executives

Officer Age In this role Joined 2025 pay Source
Roger S. Penske Also a director
Chair & CEO
Title from the Form 4 dated Jun 1, 2026
89 Not stated Not stated $8,771,209
Shelley Hulgrave
Executive Vice President and Chief Financial Officer
47 Since 2021
5 years
Not stated $2,150,864
Michelle Hulgrave
EVP & CFO
Title from the Form 4 dated Jun 1, 2026
Not stated Not stated Not stated Not reported
Robert H. Kurnick, Jr. Also a director
President
Title from the Form 4 dated Jun 1, 2026
64 Not stated Not stated $2,838,247
Greg Penske Also a director
Vice Chair
Title from the Form 4 dated Dec 16, 2025
63 Not stated Not stated Not reported
Shane Spradlin
EVP, Gen. Counsel & Sec.
Title from the Form 4 dated Jun 1, 2026
56 Not stated 2003 $2,166,615
Bud Denker
Executive Vice President – Human Resources
67 Not stated Not stated $2,104,484
Claude H Denker III
EVP - Human Resources
Title from the Form 4 dated Jun 1, 2026
Not stated Not stated Not stated Not reported
Yosuke Kawakami Also a director
Executive officer
55 Not stated Not stated Not reported

Each officer opens the passage of the filing that names them. A title that changed since the list comes from the officer's latest Form 3, 4 or 5, and its start year is not stated there. "Not stated" means the filing does not say. Pay is the proxy's Summary Compensation Table, which reports only the named executive officers.

Directors
12
serving now
Independent
Not stated
the proxy does not say
Average tenure
12.8 years
from year joined
CEO also chairs the board
Yes
Roger S. Penske
Director Age On board Independent Committees Other public boards 2025 pay Source
Roger S. Penske
89 1999
27 years
Not stated
Executive
None stated Paid as CEO
Yosuke Kawakami
55 2025
1 year
Not stated None stated None stated Not stated
Robert H. Kurnick, Jr.
64 2006
20 years
Not stated
Executive
None stated Not stated
Lisa Davis
62 2017
9 years
Not stated
Audit
Phillips 66 $369,122
Wolfgang Dürheimer
67 2018
8 years
Not stated
Compensation
None stated $330,000
Michael R. Eisenson
70 1993
33 years
Not stated
Executive
None stated $430,000
David Hoogendoorn
59 2025
1 year
Not stated
Audit
None stated $405,833
Greg Penske
63 2020
6 years
Not stated None stated None stated $398,284
Sandra E. Pierce
67 2012
14 years
Not stated
Compensation Corporate Governance
American Axle and Manufacturing Holdings, Inc. $447,750
Ray Scott
61 2025
1 year
Not stated
Compensation
None stated $403,333
Greg C. Smith
74 2017
9 years
Not stated
Audit · Chair
Lear Corporation $455,000
H. Brian Thompson
86 2002
24 years
Not stated
Compensation · Chair Corporate Governance
None stated $457,400

Each director opens the passage of the proxy that names them. "Not stated" means the proxy does not say; it never means "no". Pay is the proxy's Director Compensation table; the CEO is paid as an executive.

Penske Corporation
largest stockholder, through entities affiliated with Penske Corporation
Amount not stated

Stockholders agreement under which the Penske companies agreed to vote for Mitsui representative directors and Mitsui gained tag-along rights.

With Mitsui & Co., Ltd. Open in proxy
Penske Corporation
largest stockholder, through entities affiliated with Penske Corporation
Amount not stated
January 23, 2024

Voting agreement under which PC agreed to vote shares exceeding 43.57% of Voting Securities in proportion to other stockholders' votes.

With Company Open in proxy
Penske Corporation and Mitsui
stockholders with registration rights
Amount not stated

Registration rights agreements giving the Penske companies and Mitsui demand and piggyback registration rights.

Shane Spradlin
General Counsel of the Company
Approximately three percent of the base salary
2025

Company was reimbursed by Penske Corporation for a portion of the General Counsel's base salary.

With Penske Corporation Open in proxy
Greg Penske
son of Roger S. Penske; Vice Chair of our Board
$519,446,253
November 19, 2025

Purchase of Penske Motor Group, LLC membership interests and four dealerships, where the seller is 69.35% owned by GWood, an affiliate of Greg Penske.

With PMG 1 Holdings, LLC Open in proxy
Penske Realty, Inc.
wholly owned subsidiary of Penske Corporation
$245,000 per month (or $4,655,000 from December 1, 2025 through the remaining initial term)

D. Longo leases its dealership premises from Penske Realty under a lease expiring June 30, 2027.

With D. Longo, LLC Open in proxy
GWood 2 LLC
affiliate of Greg Penske, Vice Chair of our Board and son of Roger S. Penske
$174,088 per month

SJA leases its primary dealership premises from GWood under a lease expiring July 8, 2034.

GWood 2 LLC
affiliate of Greg Penske, Vice Chair of our Board and son of Roger S. Penske
$154,500 per month

LTPA leases its dealership premises from GWood under a lease expiring October 31, 2037.

With LTPA Automotive, LLC Open in proxy
Penske Transportation Solutions
partnership in which the Company holds a 28.9% interest; Chair and CEO serves as Chair of PTS
$98.7 million
2025

Pro rata cash distributions received by the Company from PTS.

With Company Open in proxy
Penske Transportation Solutions
partnership in which the Company holds a 28.9% interest; Chair and CEO serves as Chair of PTS
$3.7 million in net commissions
2025

PTG assisted with customer financing at PTS used truck sales centers, generating net commissions to PTS.

With Company Open in proxy
Penske Transportation Solutions
partnership in which the Company holds a 28.9% interest; Chair and CEO serves as Chair of PTS
Amount not stated
2025

Company leased fixed assets of a closed CarShop location to PTS under a lease with a purchase right.

With Company Open in proxy
Penske Corporation
Amount not stated
2025

Penske Corporation leases office space in the jointly used corporate building from the Company.

With Company Open in proxy
RP Automotive
affiliate of Roger Penske, Jr., the son of our Chair and CEO
Annual rent of $289,000 per year (or $3.5 million over the remaining period)

Former subsidiaries purchased by RP Automotive continue to lease fixed assets from the Company.

With Company Open in proxy
Yosuke Kawakami
Mitsui employee and one of our directors
Amount not stated

Services Agreement with Mitsui under which Mitsui employee Kawakami provided strategic development services; quarterly fee paid to Mitsui.

With Mitsui Open in proxy
Greg Penske
son of Roger S. Penske; Vice Chair of our Board
Amount not stated
2025

Compensation received by Greg Penske as an employee of the Company in 2025, excluding board fees.

With Company Open in proxy
Mitsui E&P Australia Holdings Pty Ltd
wholly-owned subsidiary of Mitsui & Co Ltd.
Amount not stated
2025

Master Goods & Services Agreement under which the Company provides power systems maintenance services.

With Company Open in proxy
Penske Corporation and its affiliates
affiliate of Penske Corporation
$6.8 million
2025

Fees paid to and received from Penske Corporation and affiliates for shared services, expenses and aircraft use.

With Company Open in proxy
Penske Corporation
affiliate of Penske Corporation
Amount not stated

License agreement for use of the Penske Automotive name with a perpetual license.

With affiliate of Penske Corporation Open in proxy
Penske Transportation Solutions
partnership in which the Company holds a 28.9% interest; Chair and CEO serves as Chair of PTS
$36.0 million

PTS purchases of trucks and parts from the Company's PTG subsidiaries.

With Company Open in proxy
Penske Racing
$4.0 million
2025

Sponsorship of the Porsche Penske Motorsport Program at a cost to the Company.

With Porsche Open in proxy
Penske Racing
Amount not stated
2025

Company purchased racing event packages and tickets from Penske Racing and its affiliates.

With Company Open in proxy

The proxy also says directors, officers or their families deal with the company in the ordinary course of business, on the same terms as others. Those are not conflicts and are not listed. Read it in the proxy

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