DEF 14A of Group 1 Automotive Inc, Apr 4, 2025

DEF 14A of Group 1 Automotive Inc

Filed Apr 4, 2025 · FY20240001031203-25-000023

Open on EDGAR

  1. 2024 PAY DECISIONS

    | | | Base Salary ($K) | Annual Incentive ($K) | LTI ($K)(1) | Total ($K) | | Daryl A. Kenningham | | 1,250 | 1,844 | 5,000 | 8,094 | | Daniel J. McHenry | | 780 | 685 | 1,150 | 2,615 | | Gillian A. Hobson | | 640 | 562 | 1,000 | 2,202 | | Peter C. DeLongchamps | | 598 | 525 | 750 | 1,873 | | Michael D. Jones(2) | | 546 | 479 | 650 | 1,675 |

  2. 2024 PERFORMANCE METRICS

    2024 PERFORMANCE METRICS The CHR Committee believes that the metrics used for our annual and long-term incentive plans are essential indicators of the long-term performance of our Company, therefore serving the fundamental objective of our executive compensation program.

  3. Financial Metrics for Annual Incentives

    Financial Metrics for Annual Incentives

  4. Financial Metrics for Annual Incentives

    | ADJUSTED NET INCOME FROM CONTINUING OPERATIONS (80%) | PARTS AND SERVICE GROSS PROFIT (20%) | | Adjusted Net Income from Continuing Operations* reflects income statement performance, consistent with the interests of our shareholders. The CHR Committee believes adjusted net income from continuing operations is relevant because it measures the immediate impact of operating decisions on Group 1’s overall performance, and includes the impact of items such as tax, interest and foreign exchange fluctuations, which are managed at the corporate level. | Parts and Service Gross Profit reflects the performance of our parts and service operations. The CHR Committee believes parts and service gross profit is an important measure given the contribution of the parts and service line of business to Group 1’s overall profitability and the strategic nature of this line of business in our future success. |

  5. Metrics for Performance Shares

    Metrics for Performance Shares

  6. Metrics for Performance Shares

    | Return on Invested Capital (“ROIC”) measures the returns we earn on our investments to drive sustainable cash flows and growth. | Relative Total Shareholder Return (“rTSR”) measures the performance of our stock price compared to five domestic automotive retail companies. |

  7. Metrics for Performance Shares

    * See Appendix A on page 79 for the definition of this non-GAAP financial metric.

  8. How 2024 Performance Affected Incentive Payouts

    How 2024 Performance Affected Incentive Payouts For 2024, the CHR Committee selected adjusted net income from continuing operations and parts and service gross profit as the financial metrics under the Group 1 Automotive Annual Incentive Plan (“AIP”), weighted 80% and 20%, respectively. In so doing, the CHR Committee considered multiple factors, including the significant roles NEOs play in driving shareholder returns and the consistency of these metrics with those used by many of the Company’s peers. These metrics also reflect income statement performance for on-going operations of the Company, consistent with the interests of our shareholders. The following chart shows the financial goals set for annual incentive purposes and Group 1’s 2024 performance relative to these goals. In their evaluation of results from time to time, the CHR Committee may exclude items that do not arise directly from core operations. As discussed below in “The CDK Cybersecurity Incident”, the CHR Committee increased adjusted net income from continuing operations for purposes of calculating the annual incentive payments from $531 million to $548 million to offset the negative impact from the CDK Cyber Incident. For additional information on these financial metrics, please see pages 39-41.

  9. How 2024 Performance Affected Incentive Payouts

    | | Weight | Threshold(1) | Target(1) | Maximum(1) | Actual(1) | | Adjusted Net Income from Continuing Operations* | 80% | $446 | $557 | $613 | $548(2) | | Parts and Service Gross Profit | 20% | $1,157 | $1,285 | $1,478 | $1,368 |

  10. How 2024 Performance Affected Incentive Payouts

    * Adjusted net income from continuing operations is a non-GAAP financial measure. See page 38 for details on how we measure performance for annual incentive plan purposes and Appendix A on page 79 for the definition of this financial metric. (1)In millions. (2)Actual/reported adjusted net income from continuing operations: $531 million; as further adjusted by the CHR Committee: $548 million. See “The CDK Cybersecurity Incident” below for more information.

  11. BOARD NOMINEES

    BOARD NOMINEES

  12. BOARD NOMINEES

    | | | | Skills and Expertise(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | Carin M. Barth Co-Founder and President of LB Capital, Inc., a private equity investment firm | 2017 | 2 | | | | | | | | | | | | | Daryl A. Kenningham President and Chief Executive Officer of Group 1 | 2022 | 1 | | | | | | | | | | | | | Steven C. Mizell Former Executive Vice President and Chief Human Resources Officer at Merck & Co., Inc. | 2021 | 2 | | | | | | | | | | | | | Lincoln Pereira Filho Former Regional Vice President, Brazil of Group 1 | 2013 | 0 | | | | | | | | | | | | | Stephen D. Quinn Former General Partner and Managing Director of Goldman, Sachs & Co. | 2002 | 1 | | | | | | | | | | | | | Steven P. Stanbrook Former Chief Operating Officer, International Markets of S.C. Johnson, Inc. | 2019 | 1 | | | | | | | | | | | | | Charles L. Szews Former Chief Executive Officer of Oshkosh Corporation | 2016(4) | 2 | | | | | | | | | | | | | Anne Taylor Former Vice Chairman and Managing Partner, Deloitte | 2018 | 1 | | | | | | | | | | | | | MaryAnn Wright Former Group Vice President of Johnson Controls International | 2014 | 3 | | | | | | | | | | | |

  13. BOARD NOMINEES

    (1)The lack of a for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board. (2)Includes former or current President or Chief Executive Officer (“CEO”) and Public Company Executive position experience. (3)Includes automotive, retail and engineering/product development experience. (4)Non-Executive Chair of the Board since May 2023.

  14. BOARD NOMINEES

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 5 |

  15. NOMINEES

    NOMINEES The Board, upon the recommendation of the GCR Committee, has nominated for election the nine individuals listed in this Proxy Statement. All are current directors of Group 1.

  16. NOMINEES

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NOMINEES: |

  17. NOMINEES

    | | Carin M. Barth | 62 IND Co-Founder and President of LB Capital, Inc., a private equity investment firm | Director since: 2017 | | | Board Committees: Audit Committee (Chair), Finance/Risk Management Committee, Governance & Corporate Responsibility Committee | |

  18. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | Finance/Accounting/ Sox Financial Expert | | Senior Leadership | | Industry Experience | | P&L Responsibility | | Mergers & Acquisitions |

  19. NOMINEES

    | Qualifications Ms. Barth has extensive experience in a variety of financial matters, including as chief financial officer for several entities. She also has a history of corporate and civic governance, which provides additional depth and financial expertise to our Board. Her experience with mergers and acquisitions, in operating a private equity company, her previous and currently held board positions on other publicly traded companies and her audit committee experience are key attributes, among others, which make her well qualified to serve on our Board. | | | Experience •Co-Founder and President of LB Capital, Inc. since 1988 •Operating Partner, Mountain Capital, LLC •Currently serves on the board of The Welch Foundation •Former board member and current emeritus board member of Ronald McDonald House of Houston •Commissioner of the Texas Department of Public Safety from 2008 to 2014 •Appointed by President George W. Bush to serve as Chief Financial Officer of the U.S. Department of Housing and Urban Development from 2004 to 2005 | Other Current Directorships •Black Stone Minerals, L.P. •Enterprise Products Holdings LLC Former Public Company Directorships •BBVA USA Bancshares, Inc. •Halcón Resources Corporation Degrees •B.S. in Economics, University of Alabama •M.B.A., Vanderbilt University’s Owen Graduate School of Management |

  20. NOMINEES

    | | Daryl A. Kenningham | 60 President and Chief Executive Officer of Group 1 | Director since: 2022 | | | Board Committees: Finance/Risk Management Committee | |

  21. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | Senior Leadership | | Industry Experience | | International | | Mergers & Acquisitions | | P&L Responsibility |

  22. NOMINEES

    | Qualifications As our President and Chief Executive Officer, Mr. Kenningham sets the strategic direction of our Company under the guidance of our Board. He has extensive senior executive management experience in the automotive industry. His successful leadership of our Company and extensive knowledge of the automotive industry provides our Board with a unique perspective on the opportunities and challenges we face and makes him well qualified to serve on our Board. | | | Experience •CEO of Group 1 since January 2023 and President since August 2022 •Served as Group 1’s Chief Operating Officer from August 2022 to December 2022 •President of U.S. Operations from 2017 to August 2022 •Regional Vice President – West Region from 2016 to 2017 •Regional Vice President – East Region from 2011 to 2016 •Served as the Chief Operating Officer of Ascent Automotive from December 2010 to April 2011 •Served in senior executive roles from 1998 to 2011 at Gulf States Toyota, including Senior Vice President of Gulf States Toyota, President of Gulf States Financial Services, and as President at USA Logistics (previously known as Gulf States Transportation) | •Held various sales, marketing and vehicle distribution positions in the U.S. and Japan with Nissan Motor Corporation from 1988 to 1998 Other Current Directorships •Darden Restaurants, Inc. Former Public Company Directorships •None Degrees •B.A. in Psychology, University of Michigan •M.B.A., University of Florida |

  23. NOMINEES

    | 10 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  24. NOMINEES

    | | Steven C. Mizell | 65 IND Former Executive Vice President and Chief Human Resources Officer at Merck & Co., Inc. (“Merck”) | Director since: 2021 | | | Board Committees: Compensation & Human Resources Committee, Governance & Corporate Responsibility Committee | |

  25. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Senior Leadership | | International | | Mergers & Acquisitions | | Human Resources/ Cultural |

  26. NOMINEES

    | Qualifications Mr. Mizell’s human resource management expertise from his position with an international, publicly traded company makes him well qualified to serve as a member of our Board. His extensive, global leadership experience and knowledge of human capital management provides our Board with valuable insights. | | | Experience •Served as Executive Vice President and Chief Human Resources Officer at Merck from 2018 to April of 2024, with the company being recognized during his tenure as one of the Top 10 Best Workplaces in Health Care and Biopharma by Fortune and Great Place to Work, Best Workplace for Innovators by Fast Company magazine, Best Companies for Multicultural Women by Working Mother magazine, Top Veteran-Friendly Companies by U.S. Veterans Magazine and Companies that Care by People Magazine •Joined Monsanto, a global leader in sustainable agriculture, as Senior Vice President, Chief Human Resources Officer in 2004; served as Executive Vice President, Chief Human Resources Officer from 2007 to 2018 •Previously served as Senior Vice President and Chief Corporate Resources Officer for AdvancePCS, a pharmaceutical company | •Recognized as one of St. Louis’ most influential Diverse Business Leaders •National Association of Corporate Directors (NACD) Directorship Certified Other Current Directorships •Allegion plc •GRAIL, Inc. Former Public Company Directorships •Oshkosh Corporation Degrees •B.S. in Industrial Management, Georgia Institute of Technology •M.S. in Management, Carnegie Mellon University |

  27. NOMINEES

    | | Lincoln Pereira Filho | 65 Former Regional Vice President, Brazil of Group 1 | Director since: 2013 | | | Board Committees: Finance/Risk Management Committee (Chair) | |

  28. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | | | Industry Experience | | Senior Leadership | | Technology/ Cybersecurity | | International | | Mergers & Acquisitions | | Legal |

  29. NOMINEES

    | Qualifications Mr. Pereira has extensive automotive retailing and manufacturer relations experience, as well as legal, finance, business and management expertise. Mr. Pereira’s experience and expertise in the automotive industry make him well qualified to serve as a member of our Board. | | | Experience •Served as Group 1’s Regional Vice President, Brazil from 2013 through June 2022 •Served as a legal representative of United Auto do Brasil Ltda, a public auto group operating in São Paulo and controlled by United Auto Group, from 1999 to 2005 •Previously practiced law with Cunha Pereira Advogados, representing professional athletes and international racecar drivers, from 1995 through 2005 •Founded Atrium Telecomunicações Ltda, a provider of local exchange telecommunication services, in 1999. Atrium was sold to Telefónica of Spain in December 2004 •Founded E-Vertical Tecnologia, a leading provider of high-tech facilities management services to commercial properties •Serves as Vice President of the São Paulo Chamber of Commerce (ACSP) | •Held numerous positions with various banks, both in Brazil and abroad, from 1978 through 1995 •Serves on the Advisory Board of Equifax Brasil Other Current Directorships •None Former Directorships •Associação Brasileira dos Concessionários BMW •Associação Brasileira dos Distribuidores Toyota •Boa Vista Serviços S.A.-SCPC •Tempo Telecomunicações Degrees •LL.B, Faculdade de Direito do Largo de São Francisco; London Business School |

  30. NOMINEES

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 11 |

  31. NOMINEES

    | | Stephen D. Quinn | 69 IND Former General Partner and Managing Director of Goldman, Sachs & Co. | Director since: 2002 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee, Finance/Risk Management Committee, Governance & Corporate Responsibility Committee | |

  32. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Finance/Accounting/ Sox Financial Expert | | Industry Experience | | International | | Mergers & Acquisitions |

  33. NOMINEES

    | Qualifications Mr. Quinn was selected to serve as a director on our Board due to his valuable financial expertise and extensive experience with capital markets transactions. His judgment in assessing business strategies and the accompanying risks is an invaluable resource for our business model. Mr. Quinn also has significant historical knowledge of our Company as a result of his role at Goldman Sachs, an underwriter for our initial public offering. The Board believes his experience and expertise in these matters make him well qualified to serve as a member and former Non-Executive Chair of our Board. | | | Experience •Joined Goldman, Sachs & Co., a full-service global investment banking and securities firm, in August 1981, where he specialized in corporate finance •Served as a General Partner and Managing Director of Goldman, Sachs & Co. from 1990 until his retirement in 2001 | Other Current Directorships •Zions Bancorporation Former Public Company Directorships •None Degrees •B.S. in Economics, Brigham Young University •M.B.A., Harvard University Graduate School of Business |

  34. NOMINEES

    | | Steven P. Stanbrook | 67 IND Former Chief Operating Officer, International Markets of S.C. Johnson, Inc. | Director since: 2019 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee, Governance & Corporate Responsibility Committee | |

  35. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Senior Leadership | | Industry Experience | | International | | Mergers & Acquisitions | | | Human Resources/Cultural | | P&L Responsibility | | | | |

  36. NOMINEES

    | Qualifications Mr. Stanbrook was selected to serve on our Board due to his extensive international operational experience and his background in business development. His previous and current board positions on other publicly traded companies, combined with his global operational experience in a variety of senior management positions, have provided him with a wealth of knowledge in dealing with complex strategic, business matters. | | | Experience •Retired from S.C. Johnson, Inc., a global manufacturer and marketer of household products, in 2015, following a distinguished 19-year career serving in various roles, including most recently as Chief Operating Officer, International Markets •Previously held a variety of senior leadership positions with both Sara Lee Corporation, including Chief Executive Officer of Sara Lee Bakery, and CompuServe, the leading global Internet Service Provider •Over 30 years of experience operating across the global consumer packaged goods sector •Director, Voyant Beauty, LLC, a private company | Other Current Directorships •Primo Brands Corporation (formerly Primo Water Corporation) Former Public Company Directorships •Chiquita Brands International, Inc. •Hewitt Associates, Inc. •Imperial Brands plc Degrees •HNC in Business Studies, Thames Valley University, U.K. |

  37. NOMINEES

    | 12 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  38. NOMINEES

    | | Charles L. Szews | 68 IND Former Chief Executive Officer of Oshkosh Corporation and Non-Executive Chair of the Board | Director since: 2016 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee, Finance/Risk Management Committee, Governance & Corporate Responsibility Committee | |

  39. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | Finance/Accounting/ Sox Financial Expert | | Senior Leadership | | Industry Experience | | International | | | Mergers & Acquisitions | | Human Resources/Cultural | | P&L Responsibility | | Technology/Cybersecurity |

  40. NOMINEES

    | Qualifications Mr. Szews was selected to serve on our Board due to his extensive operational and financial experience and his background in public accounting, auditing and risk management. His previous and current board positions on other publicly traded companies have provided many years of audit committee experience, including as chair. Mr. Szews’ extensive financial and audit experience in a variety of senior management positions, combined with his global operational experience in vehicle manufacturing and distribution, including autonomous and hybrid-electric vehicles, have provided him with a wealth of knowledge in dealing with complex strategic, financial and accounting matters. | | | Experience •Joined Oshkosh Corporation, a leading global manufacturer of specialty vehicles and vehicle bodies serving access equipment, defense, fire and emergency, and commercial markets, as Vice President and CFO in 1996; appointed Executive Vice President in October 1997; appointed President and Chief Operating Officer in October 2007 •Served as Chief Executive Officer at Oshkosh Corporation from January 2011 until his retirement in 2016 •Vice President and Controller at Fort Howard Corporation during its leveraged buyout •Began his career with Ernst & Young | Other Current Directorships •Commercial Metals Company •CACI International Inc Former Public Company Directorships •Rowan Companies plc •Valaris plc •Allegion plc •Gardner Denver, Inc. •Oshkosh Corporation Degrees •B.B.A. in Comprehensive Public Accounting, University of Wisconsin – Eau Claire |

  41. NOMINEES

    | | Anne Taylor | 69 IND Former Vice Chairman and Managing Partner of the Houston office of Deloitte | Director since: 2018 | | | Board Committees: Audit Committee, Compensation & Human Resources Committee (Chair) | |

  42. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | | | Industry Experience | | Technology/ Cybersecurity | | Mergers & Acquisitions | | Human Resources/ Cultural | | P&L Responsibility | | International |

  43. NOMINEES

    | Qualifications Ms. Taylor was selected to serve on our Board due to her management and leadership experience, extensive background in global technology, development and execution of business strategy and corporate governance experience. She has extensive financial experience and has participated in the audit committee meetings of many Deloitte clients. | | | Experience •Joined Deloitte, a leading global provider of audit and assurance, consulting, financial advisory, risk advisory, tax and related services in 1987, serving as Regional Managing Partner, Chief Strategy Officer and Global Leader for e-business; served as Vice Chairman and Managing Partner of the Houston office from 2005 until her retirement in 2018; chaired the strategic review of the proposed transaction to separate Deloitte Consulting while serving on Deloitte’s Board of Directors •Became the first woman to serve on Deloitte’s U.S. executive committee and the management committee of Deloitte Global •Currently serves on the board of Memorial Hermann Hospital System. Previously served on the boards of the Greater Houston Partnership, United Way of Greater Houston and Junior Achievement and chaired the board of Central Houston, Inc. | •Currently serves as a consultant for Bravanti, a consulting firm focused on leadership acceleration •Previously served as the strategic partner advisor to the World Economic Forum’s Technology Pioneer Program Other Current Directorships •Chord Energy Corporation (formerly Whiting Petroleum Corporation) Former Public Company Directorships •Southwestern Energy Company Degrees •B.S. in Engineering, University of Utah •M.S. in Engineering, University of Utah •Attended Princeton University, pursuing PhD studies in Transportation Engineering |

  44. NOMINEES

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 13 |

  45. NOMINEES

    | | MaryAnn Wright | 63 IND Former Group Vice President of Johnson Controls International | Director since: 2014 | | | Board Committees: Compensation & Human Resources Committee, Governance & Corporate Responsibility Committee (Chair) | |

  46. NOMINEES

    | Key Skills and Expertise | | | | | | | | | | | | | | Senior Leadership | | Industry Experience | | International | | Mergers & Acquisitions | | Technology/ Cybersecurity | | P&L Responsibility |

  47. NOMINEES

    | Qualifications Ms. Wright was selected to serve on our Board because of her extensive experience and her knowledge of the automotive industry, having been named one of the “Leading 100 Women in the Automotive Industry” by Automotive News. Her unique business, manufacturing, engineering and technology background and her extensive global automotive experience make her well qualified to serve as a member of our Board. | | | Experience •Worked for Johnson Controls Power Solutions, the global leader in automotive lead-acid and advanced batteries, from 2007 through 2017, served as Group Vice President of Engineering & Product Development from 2013 through 2017, and Vice President of Technology and Innovation from 2009 to 2013. She served as Vice President and General Manager for Johnson Controls Hybrid Systems business and as CEO of Johnson Controls-Saft from 2007 through 2009 •Previously served in the office of the Chair and as Executive Vice President Engineering, Product Development, Commercial and Program Management for Collins & Aikman Corporation •Served as Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs at Ford Motor Company from 1988 through 2005; Chief Engineer of the 2005 Ford Escape Hybrid, the industry’s first full hybrid SUV; led the launch of Ford’s first hydrogen-powered fuel cell fleet program •Board Chair of the Friends for Animals of Metro Detroit | Other Current Directorships •Micron Technology, Inc. •Brunswick Corporation •Solid Power, Inc. Former Public Company Directorships •Delphi Technologies •Maxim Integrated Products, Inc. Degrees •B.A. in Economics and International Business, University of Michigan •M.S. in Engineering, University of Michigan •M.B.A., Wayne State University |

  48. NOMINEES

    | 14 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  49. NOMINEES

    | Corporate Governance |

  50. The Board’s Role

    | As part of its oversight role, the Board: •Annually reviews the Company’s long-term plan and objectives •Engages in ongoing discussions of near-, medium- and long- term risks and strategic matters, including economic conditions, industry trends and developments, and their impacts on our business, as well as strategic challenges and opportunities •Is regularly briefed on assessments of the Company’s business portfolio and is engaged in the Company’s acquisitions, divestitures, and other corporate development activities •Receives regular updates on management’s progress and execution of the Company’s strategy and reviews and approves the Company’s annual budget •Periodically receives briefings from experts and counsel on strategic, financial, legal and compliance, and other matters •Develops plans for CEO and senior management succession | In 2024, our Board worked closely with management to provide effective oversight of key priorities, including: •Execution of our strategic plan •Our risk management efforts, with a particular focus on cybersecurity, compliance and safety •Enhancing our customer service experience •Our response to evolving geopolitical and other external conditions, including inflation, interest rates and supply chain disruptions •Our shareholder engagement efforts •CEO and senior management succession planning •Our strategic investments in technology and innovation •Expansion of and meeting our commitment to return capital to investors |

  51. RISK MANAGEMENT OVERSIGHT

    | | Full Board •Long-term strategy and execution •Major strategic risks |

  52. Compensation Risk Oversight

    | Sound Incentive Plan Design | The CHR Committee establishes financial performance goals that are challenging, yet realistic. Our program design provides a balanced mix of cash and equity, annual and longer-term incentives. | | Emphasis on Long-Term Performance | Our long-term incentive program incorporates long-term financial performance metrics that are designed to align the executive’s interests with shareholders’ interests and are capped at industry standard levels. We also cap the number of shares that may be awarded to an individual in a calendar year. | | Rigorous Share Ownership Requirements | We maintain robust share ownership requirements for our senior executives and directors. These requirements are intended to reduce risk by aligning the economic interests of executives and directors with those of our shareholders. A significant stake in future performance discourages the pursuit of short-term opportunities that can create excessive risk. See page 27 for more information. | | Prohibition on Short Sales, Pledging and Hedging of Securities | We prohibit directors, officers and employees from entering into transactions involving short sales of our securities. Directors and officers also are prohibited from pledging or assigning Group 1 equity interests as collateral for a loan. Transactions in put options, call options or other derivative securities that have the effect of hedging the value of our securities also are prohibited. | | Clawback Policy | We maintain a comprehensive policy that provides for the recoupment of incentive compensation if we restate (as defined in the Clawback Policy) our financial statements and recoupment is required under the NYSE listing standards. | | Post-Employment Covenants | Certain of our NEOs have contractually agreed to not engage in post-employment activities detrimental to the Company, such as disclosing proprietary information, soliciting Group 1 employees or engaging in competitive activities. |

  53. Stakeholder Engagement and Responsiveness

    | Compensation of Directors |

  54. ANNUAL RETAINER

    (1)Annual cash retainers are paid quarterly. (2)Non-employee directors do not receive additional compensation for attending regular Board or committee meetings. (3)Paid as either restricted stock or restricted stock units, in each case valued at approximately $225,000 on the grant date.

  55. EQUITY-BASED COMPENSATION

    EQUITY-BASED COMPENSATION For 2024, our non-employee directors were paid an annual equity retainer consisting of either restricted stock or restricted stock units valued at approximately $225,000 on the grant date. Messrs. Pereira, Stanbrook, Szews and Quinn elected to receive restricted stock and Mses. Barth, Taylor and Wright and Mr. Mizell elected to receive restricted stock units. The grant was effective January 2, 2024, with the value determined based on the average of the high and low market price of our common stock on that date. Accordingly, each non-employee director received 739 shares of restricted stock or restricted stock units, as applicable. Mr. Kenningham receives no compensation for his service as a director. Restricted stock or restricted stock units granted to our directors vest immediately upon grant and will settle upon the retirement, death or disability of the director. Since January 1, 2019, all restricted stock units have been settled in cash; prior thereto restricted stock units were settled in shares of common stock upon the termination of the director’s membership on our Board. All accrued dividends related to restricted stock units are also settled in cash upon termination of the director’s membership on our Board.

  56. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Non-employee directors currently cannot defer director compensation under the Company’s Deferred Compensation Plan. However, previously deferred amounts remain deferred under the Deferred Compensation Plan until the originally scheduled payment date. Please see the section entitled “Executive Compensation — Nonqualified Deferred Compensation for the 2024 Fiscal Year” for a more fulsome description of the Company’s Deferred Compensation Plan. Prior to January 1, 2021, the Company’s Deferred Compensation Plan permitted non-employee directors who elected to participate an opportunity to accumulate additional savings for retirement on a tax-deferred basis. These directors could defer in the Deferred Compensation Plan any portion of their cash compensation received for services provided to our Board or its committees, while remaining 100% vested in the deferred funds. We have complete discretion over how the deferred funds are utilized and they represent our unsecured obligation to the participants.

  57. NONQUALIFIED DEFERRED COMPENSATION

    | 24 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  58. 2024 Director Compensation

    2024 Director Compensation The following table sets forth a summary of the compensation we paid to our non-employee directors in 2024.

  59. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1),(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | Total ($) | | Carin M. Barth | 95,000 | 224,867 | 59 | 319,926 | | Steven C. Mizell | 65,000 | 224,867 | — | 289,867 | | Lincoln Pereira Filho | 90,000 | 224,867 | — | 314,867 | | Stephen D. Quinn | 65,000 | 224,867 | — | 289,867 | | Steven P. Stanbrook | 65,000 | 224,867 | — | 289,867 | | Charles L. Szews | 240,000 | 224,867 | — | 464,867 | | Anne Taylor | 90,000 | 224,867 | 988 | 315,855 | | MaryAnn Wright | 90,000 | 224,867 | 11 | 314,878 |

  60. 2024 Director Compensation

    (1)The amounts included in the “Stock Awards” column represent the grant date fair value of awards computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions made in the calculation of these amounts are included in Note 6. Stock-Based Compensation Plans to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2)Our directors are offered the option of taking their annual retainer in restricted stock or restricted stock units. In 2024, each non-employee director received 739 shares of restricted stock or restricted stock units, as applicable, in payment of the equity portion of the 2024 annual retainer. (3)Amounts reported reflect above-market earnings on the Deferred Compensation Plan. Amounts are reflective of earnings in excess of 120% of the applicable federal long-term rate, with compounding, of 5.89%. We do not sponsor a pension plan.

  61. 2024 Director Compensation

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 25 |

  62. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table summarizes information about our equity compensation plans as of December 31, 2024:

  63. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders | 293,040 | — | 1,127,810 | | Equity compensation plans not approved by security holders | — | — | — | | TOTAL | 293,040 | — | 1,127,810 |

  64. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 29 |

  65. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Proposal 2: Advisory Vote to Approve Executive Compensation |

  66. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | What am I voting on? | Each year we ask shareholders to approve, on an advisory basis, the compensation of our NEOs. Before voting, we encourage you to read and consider the Compensation Discussion and Analysis (“CD&A”) on pages 31-47, along with the compensation tables beginning on page 50. |

  67. Our Key Principles and Objectives

    | Competitive | Long-Term Focus | | Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing our performance. Elements are benchmarked relative to peers. | For our most senior executives, long-term, equity-based compensation opportunities significantly outweigh short-term, cash-based opportunities. Annual objectives should lead to sustainable, long-term performance. | | Balance | Pay-for-Performance | | Annual and long-term incentive opportunities reward the appropriate balance of short-, medium- and long-term financial, strategic and operational business results, without encouraging excessive risk-taking. | A substantial portion of compensation is variable, contingent upon and directly linked to Company and individual performance. The portion of total compensation contingent on performance should increase with an executive’s level of responsibility. | | Shareholder Alignment | | | The financial interests of our executives are aligned with the long-term interests of our shareholders through equity-based compensation and performance metrics that correlate with long-term shareholder value creation. | |

  68. Compensation Governance Best Practices

    | | We Do | | We Do Not | | | Retain an independent compensation consultant | | Pay tax gross-ups | | | Conduct a say-on-pay advisory vote annually | | Use single-trigger equity vesting | | | Maintain robust stock ownership guidelines for our officers and directors | | Design compensation plans that encourage excessive risk-taking | | | Maintain an incentive recoupment (i.e., clawback) policy | | Permit short sales, pledging or hedging of Group 1 common stock by directors or employees | | | Rely on both financial goals for incentive compensation | | Adjust terms of previous awards | | | Conduct competitive benchmarking to ensure executive officer compensation is aligned to market | | | | | Pay for performance, including performance-based shares over multi-year performance periods | | | | | Target total compensation at median of our peers | | |

  69. 2024 Total Direct Compensation

    | | Base Salary ($K) | Annual Incentive ($K) | Long-Term Incentive ($K)(1) | Total Direct Compensation ($K) | | Daryl A. Kenningham | 1,250 | 1,844 | 5,000 | 8,094 | | Daniel J. McHenry | 780 | 685 | 1,150 | 2,615 | | Gillian A. Hobson | 640 | 562 | 1,000 | 2,202 | | Peter C. DeLongchamps | 598 | 525 | 750 | 1,873 | | Michael D. Jones | 546 | 479 | 650 | 1,675 |

  70. ROLES AND RESPONSIBILITIES

    | Compensation & Human Resources Committee Oversees, evaluates and approves our compensation programs •Reviews and approves the financial, strategic and/or operational goals and objectives for the Company and our CEO that are used in the Company’s annual and long-term incentive programs. •Assesses Company and CEO performance relative to the pre-established objectives set for the year. •Evaluates the market competitiveness of executive officers’ compensation, as necessary. •Approves executive officer (non-CEO) compensation and recommends CEO compensation to the Board for approval. •Approves all executive compensation program design changes. •Reviews risk assessments as they relate to our compensation arrangements, plans, policies and practices. •Considers shareholder input regarding executive compensation decisions and policies. •Reviews the Company’s initiatives and strategies relating to its human capital resources management function. •Engages the CHR Committee’s independent compensation consultant, including approving the consultant’s compensation, determining the nature and scope of its services and evaluating its performance. | | Management CEO provides input and recommendations to the CHR Committee •Presents the CHR Committee with recommendations for each principal element of compensation for other executive officers, excluding himself. •Considers the performance of each executive officer, their business unit and/or function, market benchmarks, internal equity and retention risk. •Provides his own performance self-assessment but otherwise has no role in the CHR Committee’s determination of his compensation or performance evaluation. Other executives provide insight and assistance to the CHR Committee •Our Chief Human Resources Officer, along with our Human Resources staff, provide insight on program design and gather compensation market data to assist the CHR Committee with its decision-making process. Management also has the responsibility, delegated to it by the CHR Committee, for the administration of executive compensation plans for Company employees who are not executive officers. | | Independent Compensation Consultant Provides an independent perspective and assessment •Advises the CHR Committee on a variety of subjects, including compensation plan design and current market trends, pay-for-performance analytics, benchmarking data, risk assessment and related matters. •Reports directly to the CHR Committee, participates in meetings as requested and communicates with the CHR Committee Chair between meetings, as necessary. |

  71. COMPENSATION PEER GROUP AND USE OF MARKET DATA

    COMPENSATION PEER GROUP AND USE OF MARKET DATA

  72. How We Use Peer Group Data

    How We Use Peer Group Data The CHR Committee believes that to keep our executive compensation program sufficiently competitive, the target value of each principal element of compensation should approximate the market median of the companies Group 1 views as competitors for senior executive talent. For this reason, we compare our executive compensation program to the programs of companies within our Compensation Peer Group (“CPG”). In addition, we use market data from a broader group of companies to gain insight into general compensation trends and to supplement CPG market data when the CHR Committee finds it necessary or appropriate, but that does not change the core companies identified as peers for that year. The CHR Committee annually evaluates each compensation element and total direct compensation relative to the market for each executive officer’s role and makes adjustments as appropriate. However, individual compensation may vary from market median guidelines based on the CHR Committee’s assessment of other factors that it considers relevant, including the size and complexity of the Company and/or function, job scope, as well as factors specific to the executive including performance, retention risk, internal pay equity and tenure in the role.

  73. How Our Peer Group is Constructed

    How Our Peer Group is Constructed Our CPG includes all of the publicly traded automotive consolidators, specialty retailers associated with automotive sales and automotive parts and service against whom we most directly compete. The companies included in our CPG are annually reviewed and updated by the CHR Committee. The CHR Committee discussed the Company’s CPG with PM&P in 2023. Based on that discussion, our CPG for 2024, shown below, was unchanged from 2023.

  74. How Our Peer Group is Constructed

    | 36 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  75. 2024 Compensation Peer Group

    2024 Compensation Peer Group

  76. 2024 Compensation Peer Group

    | | | | Automotive Retail | Parts | | Asbury Automotive Group, Inc. | Advance Auto Parts, Inc. | | AutoNation, Inc. | AutoZone, Inc. | | CarMax, Inc. | Genuine Parts Company | | Lithia Motors, Inc. | LKQ Corporation | | Penske Automotive Group, Inc. | O’Reilly Automotive, Inc. | | Rush Enterprises, Inc. | | | Sonic Automotive, Inc. | |

  77. 2024 Compensation Peer Group

    When evaluating the compensation data and making compensation decisions, the CHR Committee has taken into consideration the variance in revenue size among our CPG. Additionally, when calculating a market value, the CHR Committee has considered other differences between our CPG and us, such as corporate structure, tenure of executive officers, variance in scope of duties for each officer and other factors. However, any application of market analysis data is tempered by our basic organizational philosophy, which is to remain as lean as practical. This guiding principle means that certain of our NEOs have a broad range of job responsibilities that, at certain companies included in our CPG, may be divided among multiple executive officers. The CHR Committee’s use of market analysis data for specific compensation components is described in more detail below.

  78. Timeline for Compensation Decisions

    | 4th Quarter of 2023 | 1st Quarter of 2024 | 1st Quarter of 2025 | | Approved 2024 base salary merit adjustments. Review proposed 2024 annual incentive plan design, including alternative financial metrics. | 2024 base salary merit adjustments took effect January 1, 2024. Approved adjusted net income and parts and service gross profit as the financial metrics for 2024 annual incentive plan. 2024 LTI awards granted. | Reviewed preliminary 2024 Company performance. Reviewed final 2024 Company performance. 2024 annual incentive awards paid. |

  79. ANNUAL INCENTIVE AWARDS

    ANNUAL INCENTIVE AWARDS Annual incentive awards, which are granted under the AIP, are an integral component of our executive compensation program. The AIP reinforces Company and individual or functional performance objectives, and enables us to attract, retain and motivate our executive talent.

  80. How Annual Incentive Awards are Determined

    How Annual Incentive Awards are Determined

  81. How Annual Incentive Awards are Determined

    | NEO Annual Target Incentivex | Performance Factor (100%) Financial-based 80% Adjusted Net Income from Continuing Operations 20% Parts and Service Gross Profit vs Budgetx | Individual modifier of between 0% and 120% based on a) CEO evaluation of performance for NEOs (other than the CEO) or b) CHR evaluation of performance for CEO | = | NEO’s Award Payout |

  82. How Annual Incentive Awards are Determined

    Though performance relative to pre-established financial goals is the primary basis for determining the financial performance factors, the CHR Committee retains the right to make discretionary adjustments to the overall performance factors if it determines that such financial performance does not accurately reflect the overall quality of performance for the year. The individual modifier may adjust the award amount to between 0% and 120% of the amount of the incentive award earned based on our performance factors. Please see “How 2024 Performance Affected Incentive Payouts” on page 4 for the discussion of the adjustment made by the CHR Committee to adjusted net income from continuing operations as a result of the CDK Cyber Incident.

  83. 2024 Annual Incentive Payout Levels

    2024 Annual Incentive Payout Levels Each NEO is eligible to receive an annual incentive with threshold, target and maximum payout levels set as a percentage of the NEO’s base salary as in effect on January 1, 2024. These payout levels are based on relevant market data for each NEO’s role and the target level generally approximates the median of our CPG as a NEO matures in the role. Below are the 2024 threshold, target and maximum payout percentages under the AIP for each NEO:

  84. 2024 Annual Incentive Payout Levels

    | | Annual Incentive Opportunity (as % of Base Salary) | | | | Named Executive Officer | Threshold | Target | Max | | Daryl A. Kenningham | 70.0% | 140.0% | 280.0% | | Daniel J. McHenry | 41.7% | 83.3% | 166.7% | | Peter C. DeLongchamps | 41.7% | 83.3% | 166.7% | | Gillian A. Hobson | 41.7% | 83.3% | 166.7% | | Michael D. Jones | 41.7% | 83.3% | 166.7% |

  85. 2024 Annual Incentive Payout Levels

    | 38 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  86. Our Financial Performance Metrics

    Our Financial Performance Metrics From time to time, the CHR Committee may change the performance metrics used under the AIP to incentivize management to improve different facets of operating performance or meet specific business objectives. For 2024, the CHR Committee selected adjusted net income from continuing operations and parts and service gross profit as the financial metrics under the AIP, weighted 80% and 20%, respectively. In so doing, the CHR Committee considered multiple factors, including the significant roles NEOs play in driving shareholder returns and the consistency of these metrics with those used by many of the Company’s peers. These metrics also reflect income statement performance for ongoing operations of the Company, consistent with the interests of our shareholders.

  87. Our Financial Performance Metrics

    | | Adjusted Net Income from Continuing Operations | | How is Adjusted Net Income from Continuing Operations defined? | We start with a GAAP measure: Group 1’s net income attributable to common shareholders.* Then we adjust for the impact of certain items that do not arise directly from core operations. These may include, in any given year, non-cash asset impairment charges, out-of-period adjustments, legal matters, gains and losses on dealership, franchise or real estate transactions, and catastrophic events, such as hailstorms, hurricanes, and snowstorms. Please see Appendix A on page 79 for an explanation and reconciliation of this non-GAAP measure. | | Why did the CHR Committee choose this metric? | The CHR Committee believes adjusted net income from continuing operations is relevant because it measures the immediate impact of operating decisions on Group 1’s overall performance, and includes the impact of items such as tax, interest and foreign exchange fluctuations, which are managed at the Corporate level. | | Why do we use a non-GAAP financial metric for annual incentives? | Our non-GAAP performance measures encourage decision-making that considers long-term value creation but does not conflict with our short-term incentive metrics. Adjustments noted above allow for a clearer assessment of business performance and help to align our annual incentive goals with the non-GAAP financial expectations we communicate to shareholders. |

  88. Our Financial Performance Metrics

    | | Parts and Service Gross Profit* | | Why did the CHR Committee choose this metric? | The CHR Committee believes parts and service gross profit is an important measure given the contribution of the parts and service line of business to Group 1’s overall profitability and the strategic nature of this line of business in our future success. |

  89. Our Financial Performance Metrics

    * As reported in our Annual Report on Form 10-K for the year ended December 31, 2024. For 2024, the CHR Committee set threshold, target and maximum goals for adjusted net income from continuing operations and parts and service gross profit, where threshold was considered achievable, target was considered challenging yet attainable and maximum was considered possible with significant effort.

  90. Our Financial Performance Metrics

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 39 |

  91. How We Performed on Our 2024 Financial Performance Metrics

    How We Performed on Our 2024 Financial Performance Metrics The CHR Committee established goals for adjusted net income from continuing operations and parts and service gross profit at threshold, target and maximum performance levels for the Company. Performance below the threshold level results in no payout under the AIP. As discussed earlier in “The CDK Cybersecurity Incident” on page 4, the CHR Committee determined it was appropriate to further adjust adjusted net income from continuing operations in light of effectiveness of management and the Company in navigating the outage, preventing the loss of customer or other data and being the first public retailer to recover operations.

  92. How We Performed on Our 2024 Financial Performance Metrics

    | | Weight | Threshold | | Target | | Maximum | | 2024 Results | | | Adjusted Net Income from Continuing Operations* | 80% | $446 | million | $557 | million | $613 | million | $548 | million(1) | | Parts and Service Gross Profit | 20% | $1,157 | million | $1,285 | million | $1,478 | million | $1,368 | million |

  93. How We Performed on Our 2024 Financial Performance Metrics

    * Please see Appendix A on page 79 for an explanation and reconciliation of this non-GAAP measure. (1)Adjusted based on the CDK Cyber Incident as discussed above in “How 2024 Performance Affected Incentive Payouts” on page 4. The achievement of the threshold, target and maximum levels of performance for the adjusted net income from continuing operations metric would result in payouts as a percentage of base salary as follows:

  94. How We Performed on Our 2024 Financial Performance Metrics

    | Adjusted Net Income from Continuing Operations | Annual Incentive Paid as % of Base Salary | | | | | Named Executive Officer | Threshold | Target | Max | 2024 Results | | Daryl A. Kenningham | 56.0% | 112.0% | 224.0% | 107.5% | | Daniel J. McHenry | 33.3% | 66.7% | 133.3% | 64.0% | | Gillian A. Hobson | 33.3% | 66.7% | 133.3% | 64.0% | | Peter C. DeLongchamps | 33.3% | 66.7% | 133.3% | 64.0% | | Michael D. Jones | 33.3% | 66.7% | 133.3% | 64.0% |

  95. How We Performed on Our 2024 Financial Performance Metrics

    The table below details the target percentage for the parts and service gross profit goal for each NEO and the actual achievement in 2024.

  96. How We Performed on Our 2024 Financial Performance Metrics

    | Parts and Service Gross Profit | Annual Incentive Paid as % of Base Salary | | | | | Named Executive Officer | Threshold | Target | Max | 2024 Results | | Daryl A. Kenningham | 14.0% | 28.0% | 56.0% | 40.0% | | Daniel J. McHenry | 8.3% | 16.7% | 33.3% | 23.8% | | Gillian A. Hobson | 8.3% | 16.7% | 33.3% | 23.8% | | Peter C. DeLongchamps | 8.3% | 16.7% | 33.3% | 23.8% | | Michael D. Jones | 8.3% | 16.7% | 33.3% | 23.8% |

  97. How We Performed on Our 2024 Financial Performance Metrics

    | 40 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  98. How Performance Affected Payouts

    How Performance Affected Payouts Below are the weighted results and actual 2024 payouts for our NEOs when combining the financial metrics, adjusted net income from continuing operations and parts and service gross profit goals for 2024. None of the NEOs received an individual modifier adjustment for the 2024 year.

  99. How Performance Affected Payouts

    | | Annual Incentive Paid as % of Base Salary | | | | Named Executive Officer | Adjusted Net Income from Continuing Operations | Parts and Service Gross Profit | Total | | Daryl A. Kenningham | 107.5% | 40.0% | 147.5% | | Daniel J. McHenry | 64.0% | 23.8% | 87.7% | | Gillian A. Hobson | 64.0% | 23.8% | 87.7% | | Peter C. DeLongchamps | 64.0% | 23.8% | 87.7% | | Michael D. Jones | 64.0% | 23.8% | 87.7% |

  100. How Our Annual Incentive Plan Changed for 2025

    How Our Annual Incentive Plan Changed for 2025 As part of our annual compensation review including the competitive compensation analysis prepared by PM&P, the CHR Committee reviewed and approved certain changes to the 2025 compensation of our NEOs. In addition, the CHR Committee approved adjusted net income from continuing operations and a U.K. performance goal, weighted 80% and 20%, respectively, as the performance metrics for the 2025 annual incentive plan. The adoption of the U.K. performance goal was considered appropriate by the CHR Committee in light of the Company's significant expansion in the U.K. due to the 2024 acquisition of the Inchcape Retail business.

  101. LONG-TERM INCENTIVE AWARDS

    LONG-TERM INCENTIVE AWARDS The CHR Committee annually reviews the design of our LTI awards made pursuant to the Company’s then-current long term incentive plan (the “LTIP”) to ensure consistency with our program’s fundamental objective of aligning the interests of executives and shareholders, while attracting and retaining talented senior leaders. Our annual LTI awards are subject to three-year, service-based (and in the case of performance shares, performance-based) vesting requirements, with exceptions for death, disability, retirement, change-in-control and certain qualifying involuntary terminations.

  102. LTI Award Mix

    LTI Award Mix The LTI award mix for all of our NEOs, other than Mr. Jones who has historically received 100% of his LTI award in restricted stock, is shown below:

  103. LTI Award Mix

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 41 |

  104. Performance Share Awards

    Performance Share Awards Our 2024 performance share awards will vest following the end of a three-year period, subject to Company performance relative to pre-established return on invested capital, and relative total shareholder return performance goals, which are measured over a two-year performance period.

  105. Performance Goals and Weightings for Performance Shares

    Performance Goals and Weightings for Performance Shares

  106. Performance Goals and Weightings for Performance Shares

    | Metric(1) | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | Return on Invested Capital (“ROIC”) | | | | | | •Calculated using a quarterly average over the performance period | 50% | 10.5-11.99%(2) | 12.0-12.99% | 13.0-14.5%(3) | | Relative Total Shareholder Return (“rTSR”)(4) | | | | | | •Measures GPI’s cumulative two-year rTSR(5) percentile rank relative to five domestic automotive retail companies •Payout for this portion of the award is capped at 100% of target if GPI’s rTSR is negative | 50% | 25% below the median company rTSR | Equal to the median company rTSR | 50% or more above the median company rTSR |

  107. Performance Goals and Weightings for Performance Shares

    (1)Performance goals are based on actual performance targets achieved. See page 4 for performance metrics. (2)For ROIC between 10.5% and 11.99%, payout is extrapolated between 50% and 100%. (3)For ROIC between 13.0% and 14.5%, payout is extrapolated between 100% and 200%. (4)Comparator group consists of Lithia Motors, AutoNation, Sonic Automotive, Penske Automotive Group and Asbury Automotive Group. (5)Attainment within performance parameters is subject to interpolation on a linear basis, with adjustments upward or downward from the target 100% payout by 2.0% for each percentage point Group 1’s rTSR is above or below that of the median company’s rTSR.

  108. Limit on Maximum Vesting Value

    Limit on Maximum Vesting Value If the value of performance shares subject to rTSR performance at vesting (valued by multiplying the number of performance shares vesting by the closing Group 1 stock price on the vest date) is greater than 400% of the value of the performance shares at grant (valued by multiplying the number of performance shares at target-level performance by the closing Group 1 stock price on the grant date), the vesting factor will be reduced so that the value delivered to our NEOs will be no greater than 400% of the grant value (the “Maximum Value Limit”).

  109. What the CHR Committee Considers when Setting Performance Goals

    What the CHR Committee Considers when Setting Performance Goals When setting financial performance goals for our performance share awards, the CHR Committee considers various long-term business factors, including macroeconomic market trends. For details regarding the potential vesting (or forfeiture of) the performance share awards, please see the section entitled “Executive Compensation — Potential Payments upon Termination or Change in Control.” The performance share award agreements entered into with our NEOs pursuant to the LTIP provide that upon a NEO’s termination due to death or disability, the number of performance shares that will be earned following the performance period will be based on actual performance. If a NEO’s employment is terminated due to a planned retirement, the performance shares will convert to time-based restricted stock awards that will continue to vest, subject to the officer’s compliance with applicable restrictive covenants, until the second anniversary of the NEO’s termination of employment. Such a conversion will occur based on the actual performance achieved during the performance period. All other terminations of employment will result in a forfeiture of the performance shares without payment.

  110. How Our Performance Share Metrics Changed in 2025

    How Our Performance Share Metrics Changed in 2025 As part of our annual compensation review including competitive analysis prepared by PM&P, the CHR Committee reviewed and approved certain changes to the 2025 compensation of our NEOs. As a result, the CHR Committee approved adjusted earnings per share (“EPS”) and rTSR, each weighted at 50% respectively, as the performance goals for the 2025 performance share awards. The CHR Committee believes utilizing adjusted EPS instead of ROIC as a performance goal is advisable because most members of management have limited influence over significant capital allocation decisions, while adjusted EPS is a clearer metric for management and is more aligned with the compensation practices of our peers.

  111. Restricted Stock Awards

    Restricted Stock Awards Restricted stock awards made to our NEOs vest ratably over a three-year period to encourage long-term retention of recipients with the Company.

  112. Restricted Stock Awards

    | 42 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  113. 2024 CEO Pay Decisions

    | Compensation Overview | | | Base Salary. Mr. Kenningham received an annual merit increase from $1,100,000 to $1,250,000 effective January 1, 2024, which was slightly below the median of our CPG. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established financial goals of adjusted net income from continuing operations and parts and service gross profit, the CHR Committee approved an annual incentive award of $1,843,761 for 2024. LTI. In consideration of Mr. Kenningham’s strong 2024 performance, the CHR Committee approved a 2024 LTI award increase from $3.5 million to $5 million for Mr. Kenningham. | |

  114. 2024 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Mr. McHenry received an annual merit increase from $700,000 to $780,000 effective January 1, 2024, which is aligned with the market for his role. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established financial goals of adjusted net income from continuing operations and parts and service gross profit, the CHR Committee approved an annual incentive award of $684,826 for 2024. LTI. The CHR Committee approved a 2024 LTI award increase from $850,000 to $1,150,000 for Mr. McHenry. | |

  115. 2024 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Ms. Hobson received an annual merit increase from $575,000 to $640,000 effective January 1, 2024, which is aligned with the market for her role. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established financial goals of adjusted net income from continuing operations and parts and service gross profit, the CHR Committee approved an annual incentive award of $561,908 for 2024. LTI. The CHR Committee approved a 2024 LTI award increase from $700,000 to $1 million for Ms. Hobson. | |

  116. 2024 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Mr. DeLongchamps base salary reflects his oversight responsibilities for multiple functional areas of the Company. He received an annual merit increase from $575,000 to $598,000 effective January 1, 2024. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established financial goals of adjusted net income from continuing operations and parts and service gross profit, the CHR Committee approved an annual incentive award of $525,033 for 2024. LTI. The CHR Committee approved a 2024 LTI award increase from $700,000 to $750,000 for Mr. DeLongchamps. | |

  117. 2024 Pay Decisions for Other NEOs

    | Compensation Overview | | | Base Salary. Mr. Jones base salary reflects his long tenure in the role. Mr. Jones received an annual merit increase from $525,000 to $546,000 effective January 1, 2024. Annual Incentive Award. As a result of the Company’s performance relative to the pre-established financial goals of adjusted net income from continuing operations and parts and service gross profit, the CHR Committee approved an annual incentive award of $479,378 for 2024. LTI. The CHR Committee approved a 2024 LTI award of $650,000 for Mr. Jones, who has historically received his LTI awards in shares of restricted stock. | |

  118. EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS

    EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS We have employment and other compensatory agreements with certain NEOs to ensure they will perform their roles for an extended period of time. Certain provisions contained in these agreements, such as non-competition and non-solicitation provisions, as well as change in control severance arrangements, are essential to retaining our talent and protecting our shareholders. We believe it is appropriate to compensate individuals to refrain from working with competitors following termination, and that providing continuing (and forfeitable) compensation during the period of a restrictive covenant enhances the enforceability of such agreements. Similarly, these agreements provide for severance compensation to be paid if an officer’s employment is terminated under certain conditions, such as following a corporate change, involuntary termination, termination by us for “cause,” or death or disability, each as defined in the applicable NEOs agreement. These agreements are described in more detail under “Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment, Incentive Compensation and Non-Compete Agreements.”

  119. Termination Without Cause

    Termination Without Cause If we terminate the employment of certain NEOs without “cause” as defined in the applicable agreement, we are obligated to pay the officer certain compensation and other benefits, as described in detail in “Executive Compensation — Potential Payments Upon Termination or Change in Control.” We believe these payments are appropriate because the terminated officer will be bound by confidentiality, non-solicitation and non-compete restrictions, ranging from one to two years after termination. Parties with existing agreements have mutually agreed to a severance package prior to any termination event, which gives us the flexibility to make changes in senior management if such change is in the best interests of our Company and our shareholders.

  120. CERTAIN EQUITY AWARD GRANTS

    CERTAIN EQUITY AWARD GRANTS We do not currently grant stock options or option-like equity awards to our employees or directors. Consequently, we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards.

  121. CERTAIN EQUITY AWARD GRANTS

    | 48 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  122. CERTAIN EQUITY AWARD GRANTS

    | Report of the Compensation & Human Resources Committee |

  123. CERTAIN EQUITY AWARD GRANTS

    During the last fiscal year, and this year in preparation for the filing of this proxy statement with the SEC, the Compensation & Human Resources Committee reviewed and discussed the disclosure set forth under the heading “Compensation Discussion and Analysis” with management. Based on the reviews and discussions, the Compensation & Human Resources Committee recommended to the Board of Directors that the disclosure set forth under the heading “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into Group 1 Automotive, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Respectfully submitted by the Compensation & Human Resources Committee of the Board of Directors,

  124. Summary Compensation Table

    Summary Compensation Table The following table summarizes, with respect to our NEOs, information relating to the compensation granted or earned for services rendered in all capacities during 2024, 2023 and 2022. Our NEOs consist of five executive officers, consistent with SEC rules, including our CEO and our Chief Financial Officer.

  125. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Daryl A. Kenningham President and Chief Executive Officer | 2024 | 1,250,000 | — | 4,999,757 | 1,843,761 | 179,731 | 397,314 | 8,670,563 | | | 2023 | 1,100,000 | — | 3,499,802 | 1,849,705 | 216,857 | 607,936 | 7,274,300 | | | 2022 | 890,399 | — | 2,499,932 | 1,514,281 | 242,130 | 323,895 | 5,470,637 | | Daniel J. McHenry Senior Vice President and Chief Financial Officer | 2024 | 780,000 | — | 1,149,776 | 684,826 | 12,334 | 40,964 | 2,667,900 | | | 2023 | 700,000 | — | 849,798 | 673,312 | 9,765 | 32,173 | 2,265,048 | | | 2022 | 620,000 | — | 749,858 | 697,500 | 6,617 | 36,276 | 2,110,251 | | Gillian A. Hobson Senior Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 640,000 | — | 999,951 | 561,908 | 645 | 41,661 | 2,244,165 | | | 2023 | 551,042 | 300,000 | 699,914 | 528,833 | — | 32,545 | 2,112,333 | | Peter C. DeLongchamps Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs | 2024 | 598,000 | — | 749,964 | 525,033 | 72,899 | 38,912 | 1,984,808 | | | 2023 | 575,000 | — | 699,914 | 596,203 | 88,218 | 29,413 | 1,988,748 | | | 2022 | 541,059 | 35,000 | 699,995 | 608,692 | 100,180 | 27,653 | 2,012,579 | | Michael D. Jones Senior Vice President, Aftersales | 2024 | 546,000 | — | 650,081 | 479,378 | 103,323 | 37,499 | 1,816,281 | | | 2023 | 525,000 | — | 699,914 | 478,734 | 117,304 | 28,393 | 1,849,345 |

  126. Summary Compensation Table

    (1)For Mr. DeLongchamps, reflects a one-time, special bonus paid in special recognition of his successful engagement in 2022 with our manufacturer partners. For Ms. Hobson, reflects a one-time hiring bonus paid to Ms. Hobson when she joined the Company on January 16, 2023. (2)The amounts in the “Stock Awards” column reflect the required accounting expense for restricted stock and performance share awards and do not correspond to the actual value that may be recognized by our NEOs with respect to such awards; instead, they represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation in connection with awards granted under the LTIP. Assumptions made in the calculation of these amounts are included in Note 6. Stock-Based Compensation Plans and Note 5. Stock-Based Compensation Plans to the audited financial statements included in our Annual Reports on Form 10-K for the applicable fiscal years. Certain of these awards have no intrinsic value to the recipient until the performance or vesting schedule is met. For example: as of December 31, 2024, our NEOs had not realized any value from their 2024 restricted stock awards because vesting will not begin until 2025, when forfeiture restrictions will lapse as to 33% of the awards. Forfeiture restrictions will lapse as to the remaining 67% of the 2024 awards in a 33% increment in 2026 and a 34% increment in 2027. Regarding performance share awards granted in 2024, assuming performance is satisfied, they are scheduled to vest on December 31, 2025, and vested shares will be released on December 31, 2026. With respect to the one-half portion of the performance share awards that are based on ‘performance conditions’ for accounting purposes (as opposed to market conditions), if we assumed that the probable accounting value was based on the maximum payout for the awards, the grant date values would have been as follows: Mr. Kenningham, $2,499,879; Mr. McHenry, $574,888; Ms. Hobson, $499,976 and Mr. DeLongchamps, $374,842. Vesting schedules for equity awards can be found in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End” table.

  127. Summary Compensation Table

    | 50 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  128. Summary Compensation Table

    (3)Annual cash incentive awards based upon the achievement of financial and performance-based goals. This is discussed further under “2024 Principal Elements of Compensation — Annual Incentive Awards”. (4)Amounts reflect above-market earnings on the Deferred Compensation Plan, as defined by earnings in excess of 120% of the applicable federal long-term rate, with compounding interest of 5.89%. We do not offer a pension plan. (5)The following table reflects the categories of compensation and benefits included under “All Other Compensation” for 2024:

  129. Summary Compensation Table

    | Name | Year | 401(k) Savings Plan Matching Contribution ($) | Automobile Allowance ($) | Use of Demonstrator Vehicles(a) ($) | Airplane Use(b) ($) | Gift Card & GTL ($) | Total ($) | | Daryl A. Kenningham | 2024 | 11,500 | — | 28,884 | 353,268 | 3,662 | 397,314 | | Daniel J. McHenry | 2024 | 12,670 | 15,000 | 12,083 | — | 1,211 | 40,964 | | Gillian A. Hobson | 2024 | 10,780 | 15,000 | 14,670 | — | 1,211 | 41,661 | | Peter C. DeLongchamps | 2024 | 12,248 | 15,000 | 7,977 | — | 3,687 | 38,912 | | Michael D. Jones | 2024 | 11,045 | 15,000 | 6,151 | — | 5,303 | 37,499 |

  130. Summary Compensation Table

    (a)Represents the incremental cost for personal use of one or more Company demonstrator vehicles. The incremental cost is determined by multiplying the annual lease value of the vehicle by the percentage of personal use, which we track through travel logs. (b)In the event that Mr. Kenningham or his family members make use of the airplane, he reimburses us for their personal costs. The amount within this column represents the incremental cost to us of providing this benefit to Mr. Kenningham, which is generally the difference between the amount paid by Mr. Kenningham for the use of our leased airplane under the standard industry fare level method and the lease cost to the Company for such use.

  131. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning each grant of an award made to our NEOs under the AIP and the LTIP during 2024:

  132. Grants of Plan-Based Awards

    | | | Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Possible Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Total (ANICO + PSGP) | | | Performance Shares | | | All Other Stock Awards: # of Shares of Stock or Units(3) (#) | Grant Date FV of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Daryl A. Kenningham | | 875,000 | 1,750,000 | 3,500,000 | | | | | | | | 2/12/2024 | | | | 4,455 | 8,910 | 17,820 | | 2,499,879 | | | 2/12/2024 | | | | | | | 8,910 | 2,499,879 | | Daniel J. McHenry | | 325,000 | 650,000 | 1,300,000 | | | | | | | | 2/12/2024 | | | | 1,024 | 2,049 | 4,098 | | 574,888 | | | 2/12/2024 | | | | | | | 2,049 | 574,888 | | Gillian A. Hobson | | 266,666 | 533,334 | 1,066,666 | | | | | | | | 2/12/2024 | | | | 891 | 1,782 | 3,564 | | 499,976 | | | 2/12/2024 | | | | | | | 1,782 | 499,976 | | Peter C. DeLongchamps | | 249,166 | 498,334 | 996,666 | | | | | | | | 2/12/2024 | | | | 668 | 1,336 | 2,672 | | 374,842 | | | 2/12/2024 | | | | | | | 1,336 | 374,842 | | Michael D. Jones | | 227,500 | 455,000 | 910,000 | | | | | | | | | | | | — | — | — | | | | | 2/12/2024 | | | | | | | 2,317 | 650,081 |

  133. Grants of Plan-Based Awards

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 51 |

  134. Grants of Plan-Based Awards

    (1)These columns reflect the possible payouts for 2024 under the AIP. The amounts shown in the “Threshold”, “Target” and “Maximum” columns assume achievement of 100% of the financial metrics under each performance tier for each NEO. See the “Annual Incentive Plan Compensation” column of the 2024 Summary Compensation Table for actual amounts paid to NEOs under the annual incentive compensation plan for services performed in 2024 and the “2024 Principal Elements of Compensation — Annual Incentive Awards” for a description of the AIP and how the payouts were determined. (2)These columns reflect the threshold, target and maximum number of shares that may be earned by the respective NEO based solely on performance levels achieved with respect to the performance share awards granted in 2024. The “Threshold” column reflects 50% of the target number of the award; the “Target” column reflects 100% of the target number of the award; and the “Maximum” column reflects 200% of the target number of the award. However, the awards were designed with a Maximum Value Limit, a supplemental maximum payout formula that is described further within the CD&A above. This Maximum Value Limit could potentially alter the number of shares of underlying common stock that could become payable pursuant to the award under any of the performance levels. (3)These amounts reflect the grants of restricted stock to the NEOs.

  135. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following is a discussion of material factors we believe are necessary to form an understanding of the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2024.

  136. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning restricted stock awards and performance share awards for our NEOs. As of December 31, 2024, none of our NEOs held any stock options.

  137. Outstanding Equity Awards at Fiscal Year-End

    | | Restricted Stock Awards(1) | | | Performance Share Awards(2) | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested(3) ($) | | Daryl A. Kenningham | 02/17/2020 | 2,672 | 1,126,195 | — | — | | | 02/19/2021 | 4,081 | 1,720,060 | — | — | | | 02/15/2022 | 4,287 | 1,806,885 | — | — | | | 02/14/2023 | 5,093 | 2,146,598 | — | — | | | 02/14/2023 | 7,600(2) | 3,203,248(2) | — | — | | | 02/12/2024 | 8,910 | 3,755,387 | 8,910 | 3,755,387 | | Daniel J. McHenry | 02/19/2020 | 510 | 214,955 | — | — | | | 08/18/2020 | 415 | 174,914 | — | — | | | 02/19/2021 | 1,020 | 429,910 | — | — | | | 02/15/2022 | 1,286 | 542,023 | — | — | | | 02/14/2023 | 1,237 | 521,371 | — | — | | | 02/14/2023 | 1,845(2) | 777,631(2) | — | — | | | 02/12/2024 | 2,049 | 863,613 | 2,049 | 863,613 | | Gillian A. Hobson | 02/14/2023 | 1,019 | 429,488 | — | — | | | 02/14/2023 | 1,520(2) | 640,650(2) | — | — | | | 02/12/2024 | 1,782 | 751,077 | 1,782 | 751,077 | | Peter C. DeLongchamps | 02/17/2020 | 1,069 | 450,562 | — | — | | | 02/19/2021 | 1,633 | 688,277 | — | — | | | 02/15/2022 | 1,201 | 506,197 | — | — | | | 02/14/2023 | 1,019 | 429,488 | — | — | | | 02/14/2023 | 1,520(2) | 640,650(2) | — | — | | | 02/12/2024 | 1,337 | 563,519 | 1,336 | 563,097 | | Michael D. Jones | 02/17/2020 | 815 | 343,506 | — | — | | | 02/19/2021 | 1,360 | 573,213 | — | — | | | 02/15/2022 | 2,401 | 1,011,973 | — | — | | | 02/14/2023 | 2,037 | 858,555 | — | — | | | 02/12/2024 | 2,317 | 976,569 | — | — |

  138. Outstanding Equity Awards at Fiscal Year-End

    (1)This footnote is applicable to all awards within this column, other than awards specifically designated as being discussed in footnote 2 below. Forfeiture restrictions on our restricted stock awards prior to 2023 lapse over a five-year period in the following percentages: 40% of the award on the second anniversary of the grant date, and 20% on the third, fourth and fifth anniversaries of the grant date, respectively. Starting with the restricted stock awards granted in 2023, the forfeiture restrictions lapse over a three-year period in the following percentages: 33% of the award on the first and second anniversary of the grant date, respectively, and 34% on the third anniversary of the grant date. (2)Performance share awards are earned based on the Company’s performance over a designated performance period, as described in more detail within the CD&A above, as well as an additional one-year service requirement. The shares disclosed in these rows reflect performance share awards that have been earned as of December 31, 2024, and remain subject solely to time-based vesting requirements. For the performance share awards granted on February 14, 2023, the performance period began on January 1, 2023, and ended on December 31, 2024. The service-based vesting date for these awards will continue to be in effect until December 31, 2025. The values included in these rows are reflective of the actual shares earned as of the end of the performance period, which will remain outstanding and subject to vesting conditions until the vesting date.

  139. Outstanding Equity Awards at Fiscal Year-End

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 53 |

  140. Outstanding Equity Awards at Fiscal Year-End

    (3)For the performance share awards granted on February 12, 2024, the performance period began on January 1, 2024, and ends on December 31, 2025. The service-based vesting date is December 31, 2026. Due to the rules required for this table, the number of outstanding performance-based equity awards must be reported at the next highest level above where the awards were tracking as of December 31, 2024, therefore we have reflected values in the table at an aggregate maximum values. However, as of December 31, 2024, the rTSR portion of the awards was tracking at 156.2% of target, while the EPS portion of the awards were tracking at 94% of target. (4)Calculated using the value of our common stock at close of market on December 31, 2024, the last trading day of 2024, $421.48.

  141. Stock Vested in the 2024 Fiscal Year

    Stock Vested in the 2024 Fiscal Year The following table provides information relating to the vesting of restricted stock and performance share awards during 2024 on an aggregated basis for each of our NEOs. None of our NEOs hold stock options awards.

  142. Stock Vested in the 2024 Fiscal Year

    | | Stock Awards | | | | | | Performance Share Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realize on Vesting(2) ($) | | Daryl A. Kenningham | 12,812 | 5,434,082 | 12,813 | 3,512,754 | | Daniel J. McHenry | 3,843 | 1,629,970 | 3,698 | 1,047,889 | | Gillian A. Hobson | — | — | 501 | 137,334 | | Peter C. DeLongchamps | 3,587 | 1,521,390 | 4,766 | 1,304,560 | | Michael D. Jones | — | — | 5,170 | 1,419,212 |

  143. Stock Vested in the 2024 Fiscal Year

    (1)Represents the gross number of shares acquired upon vesting of restricted stock and performance share awards, without taking into account any shares withheld to satisfy applicable tax obligations. (2)Represents the value of the vested restricted stock and performance shares, calculated by multiplying (a) the number of vested shares of restricted stock or performance shares, as applicable, by (b) the market value equal to the average of the high and low sales prices of our common stock on the vesting date.

  144. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    Nonqualified Deferred Compensation for the 2024 Fiscal Year The following table sets forth our NEOs’ information regarding the Deferred Compensation Plan, including, with respect to each officer: (1) the aggregate contributions made by the officer, (2) the aggregate interest or other earnings accrued and (3) the total balance of the officer’s account.

  145. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    | Name | Executive Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Daryl A. Kenningham | — | 543,516 | (231,897) | 6,631,850 | | Daniel J. McHenry | 146,483 | 37,299 | — | 507,922 | | Gillian A. Hobson | 176,382 | 2,534 | — | 61,200 | | Peter C. DeLongchamps | — | 220,449 | (91,155) | 2,696,243 | | Michael D. Jones | 359,534 | 312,456 | (147,460) | 3,893,497 |

  146. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    (1)Reported as compensation to the NEO in the Summary Compensation Table for 2024 (including any compensation pursuant to the AIP earned during 2024 but paid in 2025). (2)The following portions of the aggregate earnings in the last fiscal year were reported in the 2024 “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2024 Summary Compensation Table because they were above-market earnings: Mr. Kenningham ($179,731), Mr. McHenry ($12,334), Ms. Hobson ($645), Mr. DeLongchamps ($72,899) and Mr. Jones ($103,323).

  147. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    | 54 | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT |

  148. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    (3)The following portions of the aggregate balance amounts for each of the following NEOs were reported as compensation to the officer in the Summary Compensation Table in previous years for which they were listed as NEOs:

  149. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    | | Daryl A. Kenningham ($) | Daniel J. McHenry ($) | Gillian A. Hobson ($) | Peter C. DeLongchamps ($) | Michael D. Jones ($) | | 2023 | 216,857 | 9,765 | — | 88,218 | 117,304 | | 2022 | 242,130 | 107,367 | — | 100,180 | — | | 2021 | 342,173 | 100,047 | — | 161,095 | — | | 2020 | 806,776 | — | — | 86,363 | — | | 2019 | 164,068 | — | — | 92,740 | — | | 2018 | 181,560 | — | — | 151,699 | — | | 2017 | 621,360 | — | — | 95,928 | — | | 2016 | — | — | — | 148,501 | — | | 2015 | — | — | — | 137,899 | — | | 2014 | — | — | — | 127,009 | — | | 2013 | — | — | — | 89,271 | — | | 2012 | — | — | — | 97,419 | — |

  150. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    Pursuant to the Deferred Compensation Plan, certain corporate officers, including our NEOs, may defer up to 50% of their base salary and up to 100% of their incentive compensation. Deferral elections are to be made no later than the last day of the calendar year immediately preceding the calendar year in which such compensation is earned, or the first day of the next calendar quarter where the employee becomes eligible during the calendar year. We may also make discretionary credits to a NEO’s account from time to time, which credits will be subject to a vesting schedule established by us at the time of such credit. We did not make any discretionary contribution credits during the 2022, 2023 or 2024 calendar years. Currently, 100% of each NEO’s account is vested. Benefits under the Deferred Compensation Plan will be paid no earlier than upon the NEO’s termination of service, or, for deferrals made prior to January 1, 2021, upon a certain date elected by the NEO. Benefits will be paid, at the NEO’s election, in a lump sum or in annual installments, although all distributions will be paid in cash. Payments upon the NEO’s termination of service may be delayed for six months, to the extent necessary to comply with the requirements of Section 409A of the Code. Except in the event of unforeseeable financial emergencies, effective January 1, 2021, in-service withdrawals are not permitted by the Deferred Compensation Plan, although the necessary portion of the NEO’s vested account balance may be distributed to satisfy certain employment, federal or state taxes. An unforeseeable financial emergency shall allow a NEO to access vested funds in his or her accounts upon the occurrence of: (1) a severe financial hardship of the NEO that results from an illness or accident of the NEO, or the NEO’s beneficiary, spouse or dependent; (2) loss of the NEO’s or the beneficiary’s property due to casualty; or (3) a similar extraordinary and unforeseeable circumstance as described in Section 409A of the Code arising as a result of events beyond the NEO’s control. Effective January 1, 2021, an annual contribution limit of $300,000 was implemented for all employee deferrals, including NEO deferrals, with a lifetime maximum contribution amount of $3.5 million. Deferred amounts will be deemed to be notionally invested in either the Group 1 Guaranteed Crediting Rate investment option or a money market fund. The Group 1 Guaranteed Crediting Rate investment option is a declared interest rate, set by the CHR Committee annually, and the rate is 8.5% for 2024.

  151. Nonqualified Deferred Compensation for the 2024 Fiscal Year

    | GROUP 1 AUTOMOTIVE 2025 PROXY STATEMENT | 55 |

  152. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We believe providing certain senior corporate officers with severance payments and accelerated vesting of equity awards in certain circumstances are important retention tools. In addition, we believe that providing for “double-trigger” (defined below) payments and equity award vesting to certain key executives in connection with a “Corporate Change” helps maximize shareholder value by encouraging our executives to objectively review any proposed transaction, whether or not that executive will continue to be employed. A “double-trigger” payment or benefit becomes due in the event of a qualifying event, such as an involuntary termination of employment without cause or a termination of employment by the executive for good reason, in each case, in connection with a corporate change. Executive officers at other companies in the general market against which we compete for executive talent commonly have equity compensation plans that provide for accelerated vesting upon a corporate change and post-termination payments, and we have consistently provided this benefit to certain senior corporate officers to remain competitive in attracting and retaining skilled professionals. Disclosed below is the amount of compensation and/or other benefits that would be payable to each of our NEOs in the event of termination of their employment under the following scenarios: death, disability, with and without cause, for certain constructive termination events, in each case, following a corporate change. These potential payments are governed by the LTIP pursuant to which various equity incentive awards were issued, and, with respect to Messrs. Kenningham and McHenry, the terms of employment agreements or other individual written arrangements. None of our NEOs is entitled to an excise tax gross-up payment. For additional information regarding the employment agreements, see “Compensation Discussion and Analysis — Employment and Severance Agreements.”

  153. Termination and Change in Control Tables for 2024

    | CEO Pay Ratio |

  154. RESULTS

    | Pay Versus Performance Disclosure |

  155. PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION

    PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s Net Income; and •the Company selected measures, which are adjusted net income from continuing operations and parts and service gross profit.