LAD appoints Heidi O'Neill and Richard Bailey with RSUs and $100K retainer

Rhea-AI Filing Summary

Lithia Motors added two independent directors and disclosed their compensation and related relationships. Heidi O'Neill and Richard Bailey were elected to the expanded nine-member Board effective October 1, 2025. Each will receive an annual cash retainer of $100,000 prorated for the 2025-2026 service year and will be granted restricted stock units valued at approximately $113,750 that vest monthly across the director compensation year while in service. The Company will enter into its standard indemnity agreements with both directors. Both will serve on the audit committee. The filing also discloses that Lithia donated approximately $833,000 in 2024 and $666,000 so far in 2025 to the Southern Oregon University Foundation as part of a 10-year commitment made in July 2022.

Positive

• Board expansion adds two directors with complementary experience in consumer brand leadership and institutional management
• Compensation and equity awards are disclosed and structured with prorated cash retainers and time-vesting RSUs, reflecting standard governance practice
• Transparency on related-party support is provided by disclosing donations to the Southern Oregon University Foundation and the 10-year commitment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR New directors add consumer and leadership experience; compensation is standard for outside directors.

The appointments of Heidi O'Neill and Richard Bailey expand board expertise in consumer brand leadership and organizational management. The disclosed $100,000 cash retainer and $113,750 RSU awards align with typical outside director pay for large public companies and are prorated for the service year, which helps integrate them into governance without unusual cost. Their assignment to the audit committee is explicitly noted, which is material for oversight responsibilities. The filing also transparently discloses related philanthropic contributions to a foundation affiliated with Mr. Bailey's institution, with no other reportable transactions.

Audit Committee Specialist

TL;DR Audit committee additions strengthen oversight but present routine governance disclosure.

Both directors will join the audit committee, a committee critical to financial reporting and controls. The filing states standard indemnity agreements and describes equity-based and cash compensation that vests with continued service, which is conventional. The disclosure of prior and ongoing donations to the Southern Oregon University Foundation provides necessary transparency about an institutional relationship connected to Mr. Bailey; the filing affirms no other reportable transactions under the specified regulation.

LITHIA MOTORS INC0001023128false00010231282025-10-012025-10-01

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

October 1, 2025

Date of Report (date of earliest event reported)

Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)

Oregon			001-14733						93-0572810
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
150 N. Bartlett Street			Medford			Oregon			97501
(Address of principal executive offices)									(Zip Code)

(541) 776-6401

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock without par value

LAD

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 1, 2025, the Board of Directors (the “Board”) of Lithia Motors, Inc. (the “Company”) elected each of Heidi O’Neill and Richard Bailey to fill vacancies created by the expansion of the Board from seven to nine directors, with service beginning October 1, 2025.

As a non-employee director of the Company, each of Ms. O’Neill and Mr. Bailey will be compensated according to the Company’s non-employee director compensation practices. This compensation consists of an annual retainer for service on the Board in the amount of $100,000, which is paid in equal monthly installments and will be pro-rated for Ms. O’Neill’s and Mr. Bailey’s months of service in the 2025-2026 service year. Additionally, upon the effectiveness of their respective elections, each of Ms. O’Neill and Mr. Bailey will be granted restricted stock units, which are settled in shares of the Company’s common stock (“RSUs”), having an aggregate value of approximately $113,750. The RSUs will vest over the outside director compensation year, with the RSUs vesting proportionately on the first business day of the month after each regularly scheduled quarterly meeting of the Board if the director continues to serve on that day. In addition, the Company will enter into an indemnity agreement with each of Ms. O’Neill and Mr. Bailey in the same form as previously entered into by the Company with its other non-management directors.

Ms. O’Neill most recently served as President of Consumer, Product, and Brand at Nike, Inc. until May 2025, where she led the integration of global men’s, women’s and kid’s consumer and sport teams, the entire global product and innovation engine, and global brand marketing and sports marketing. With more than 20 years of experience at Nike, Ms. O’Neill held a variety of leadership roles, including President of Consumer and Marketplace, President of Nike Direct, and leading Nike’s North America apparel business as VP/GM.

Mr. Bailey has served as President of Southern Oregon University (“SOU”) since January 2022. Prior to his service at SOU, Mr. Bailey oversaw the resurgence of Northern New Mexico College, where he served as President from October 2016 to January 2022. He previously completed a 24-year career in the U.S. Air Force, retiring as a full colonel and command pilot with more than 3,500 flying hours.

Each of Ms. O’Neill and Mr. Bailey will serve as a member of the Company’s audit committee.

In 2024 and so far in 2025, the Company has donated approximately $833,000 and $666,000, respectively, to the Southern Oregon University Foundation, which is affiliated with SOU and has a mission of securing private philanthropic contributions to advance SOU. These donations are part of a 10-year commitment of support to SOU made by the Company in July 2022 that demonstrates the Company’s longtime relationship with SOU. There are no other reportable transactions under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 1, 2025			LITHIA MOTORS, INC.
			Registrant
			By:			/s/ Tina Miller
						Tina Miller
						Chief Financial Officer, Senior Vice President, and Principal Accounting Officer

FAQ

Who were the directors appointed to Lithia Motors' board (LAD)?

The Company appointed Heidi O'Neill and Richard Bailey, effective October 1, 2025.

What compensation will new directors at Lithia Motors receive?

Each non-employee director will receive an annual cash retainer of $100,000 (prorated for 2025-2026) and RSUs valued at approximately $113,750 that vest over the director compensation year.

Will the new directors serve on any committees at Lithia Motors?

Yes, both Heidi O'Neill and Richard Bailey will serve as members of the Company's audit committee.

Are there any related-party transactions disclosed in the filing?

The filing discloses donations of approximately $833,000 in 2024 and $666,000 so far in 2025 to the Southern Oregon University Foundation as part of a 10-year commitment made in July 2022; no other reportable transactions were disclosed.

Did Lithia Motors enter into any agreements with the new directors?

The Company will enter into its standard indemnity agreement with each director in the same form used with other non-management directors.