DEF 14A of Asbury Automotive Group Inc, Apr 2, 2025

DEF 14A of Asbury Automotive Group Inc

Filed Apr 2, 2025 · FY20240001144980-25-000092

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS

  2. Nominees for Election as Directors

    Nominees for Election as Directors Directors are elected by a plurality of the votes cast, and the authorized number of directors is ten. This means that each of the ten director-nominees will be elected if they receive more affirmative votes than any other person. The director voting policy in our Corporate Governance Guidelines states that in an uncontested election, any nominee for director who is a current director and who receives a greater number of votes “withheld” from their election than votes “for” their election shall tender their resignation as a director to the Board promptly following the certification of the election results. The Governance & Nominating Committee will consider each resignation tendered and recommend to the Board whether to accept or reject it. The Board will act on each tendered resignation within 90 days following the certification of the election results. Each director-nominee, has consented to being named in this proxy statement and has agreed to serve if elected. Management has no reason to believe that the director-nominees will not serve if elected. If a director-nominee is unable or unwilling to stand for election, the Board may designate a substitute director-nominee or may choose to reduce the size of the Board. If a substitute director-nominee is designated, the proxy holders will vote your shares for the substitute director-nominee, unless you have withheld authority for the director-nominee who is not standing for election. On the pages that follow is certain information about our director-nominees, their principal occupation, business experience as well as other matters, and the Board’s assessment of their individual qualifications to serve on our Board. For certain additional information regarding the director-nominees, see the sections entitled “Securities Owned by Management & Certain Beneficial Owners,” and “Governance of the Company” in this proxy statement. The terms of office of all current directors will expire at the 2025 Annual Meeting. Upon the recommendation of the Governance & Nominating Committee, our Board has nominated each of the ten director-nominees listed below to stand for election for a term expiring at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Ms. Naidoo was appointed to the Board effective on January 1, 2025. Other than Ms. Naidoo, each nominee was elected by the stockholders at the Company’s most recent annual meeting.

  3. Nominees for Election as Directors

    | Thomas J. Reddin, Non-Executive Board Chair | | | Independent Director Age: 64 Director since: 2014 Committees: –Capital Allocation & Risk Management –Compensation & Human Resources –Governance & Nominating –Executive –Transaction | Mr. Reddin is the managing partner of Red Dog Ventures LLC, a venture capital and advisory firm he founded in 2007. Red Dog Ventures focuses on helping grow early-stage digital companies, and its portfolio has included positions in data, data analytics, AI/machine learning, internet lead generation, search engine optimization, native advertising and data center management. Mr. Reddin was an early-stage member of the team that built LendingTree.com, a leader in online lending and e-commerce, and from 1999 to 2007 he held various senior executive positions, including Chief Executive Officer, President & Operating Officer, and Chief Marketing Officer. Mr. Reddin also previously worked in the consumer goods industry, spending 5 years at Coca-Cola USA where he was responsible for the Coca-Cola brand and played a lead role in the company’s entry into the bottled water category. He also spent 12 years at Kraft General Foods in various capacities related to brand management and finance. Mr. Reddin serves as a director, Chair of the Compensation Committee, and member of the Nominating & Governance Committee of Tanger, Inc. He also serves as a director, Chair of the Governance Committee and member of the Compensation Committee of Deluxe Corporation. Mr. Reddin previously served on the board of Premier Farnell plc from September 2010 to October 2016, on the Board of Valassis Communications Inc. from July 2010 to February 2014 and on the board of R.H. Donnelley from July 2007 to January 2010. Mr. Reddin brings over 30 years of executive and management experience in consumer marketing, e-commerce and lending, and has spent 17 years in brand management and finance capacities in his previous roles. He also has cybersecurity experience as evidenced by a CERT Certification in Cybersecurity Oversight, which he obtained from Carnegie Mellon University, Software Engineering Institute. His extensive experience in emerging digital technology provides a significant insight into sales and marketing which are critical to the automotive retail industry. In addition, given his current and past experience serving as a director of public companies, the Board has determined that he has a broad range of experience as a director and a deep understanding of board oversight upon which to draw as he serves as the Non-Executive Board Chair, and as a member of our Governance & Nominating Committee, Compensation & Human Resources Committee, Capital Allocation & Risk Management Committee, Executive Committee and Transaction Committee. |

  4. Nominees for Election as Directors

    | Joel Alsfine | | | Independent Director Age: 55 Director since: 2015 Committees: –Audit –Compensation & Human Resources –Transaction | Mr. Alsfine is the Chief Investment Officer of Rugger Management, LLC. Prior to joining Rugger Management, LLC, Mr. Alsfine spent 21 years with MSD Capital L.P., the investment firm formed in 1998 to exclusively manage the capital of Michael Dell and his family. Mr. Alsfine joined MSD Capital L.P. in 2002, served as a partner from 2014 to 2020 and as senior advisor from 2020 to 2023. From 2000 to 2002, Mr. Alsfine was Managing Director of TG Capital Corp. in Florida. Prior to 2000, he held the post of Engagement Manager with McKinsey & Co. in New York and also worked with Fisher Hoffman Stride in Johannesburg, South Africa. Mr. Alsfine serves as a director and member of the Audit Committee and Capital Allocation Committee of Life Time Group Holdings Inc. With his extensive capital markets experience and financial and investment experience as a senior advisor and former partner at MSD Capital, the Board has determined that Mr. Alsfine has an astute understanding of market complexities which provide valuable insight into effective strategy, including within the automotive retail industry. In addition, the Board believes that Mr. Alsfine’s years of financial and risk management related experience at various private equity firms make him a valuable member of our Audit Committee, our Compensation & Human Resources Committee and our Transaction Committee, and position him well to provide valuable insight into audit, capital allocation and risk management issues. |

  5. Nominees for Election as Directors

    | William D. Fay | | | Independent Director Age: 69 Director since: 2021 Committees: –Audit –Capital Allocation & Risk Management (Chair) –Governance & Nominating –Transaction | Mr. Fay is a former senior executive of Toyota Motor North America, Inc. and Toyota Motor Sales, USA, Inc. (collectively “Toyota”). During his career with Toyota, which began in 1982, Mr. Fay held senior management roles with Toyota, including most recently as Senior Vice President of Automotive Operations of Toyota North America (Toyota & Lexus Divisions) from 2017-2020. Prior to that, Mr. Fay held management roles with Toyota Motor Sales, including Group Vice President & General Manager (Toyota Division) from 2014-2017; Group Vice President – Toyota Marketing (Toyota Division) from 2010-2014; Vice President – Toyota Sales from 2007-2010; and General Manager (Boston/Los Angeles Regions) from 1995-2007. Mr. Fay has over 38 years of experience as an executive with Toyota, a large vehicle manufacturer. Mr. Fay's broad automotive experience includes sales, marketing, OEM and dealership relations, customer experience and omnichannel. The Board has determined that Mr. Fay brings vast knowledge of the automotive industry and a valuable perspective on automotive manufacturers to the Board. Based on Mr. Fay's broad knowledge and experience in the automotive industry, the Board believes that Mr. Fay is well positioned to serve as the Chair of our Capital Allocation & Risk Management Committee, as a member of our Governance & Nominating Committee, Audit Committee and Transaction Committee. |

  6. Nominees for Election as Directors

    | David W. Hult, President & Chief Executive Officer | | | Executive Director Age: 59 Director since: 2018 Committees: –Executive | Mr. Hult has served as our President & Chief Executive Officer since January 2018. Prior to becoming our President & Chief Executive Officer, Mr. Hult served as our Executive Vice President & Chief Operating Officer since November 2014 after holding the position of Chief Operating Officer at RJL-McLarty-Landers Automotive Holdings, LLC, an automotive franchise and dealership operator, from January 2013 to November 2014. From June 2004 to July 2012, Mr. Hult held several roles with Group One Automotive, Inc., including Vice President of Fixed Operations and Marketing, Regional Vice President - East Region, and Market Director for New England. He has been an operator at the General Manager level, as well as the regional level, for a number of large automotive dealership groups. After serving our country in the U.S. Army, Mr. Hult started his career as a retail sales associate within the automotive industry. Mr. Hult has over 20 years of experience as an operations executive at large auto retail companies. In his role as our President & Chief Executive Officer, Mr. Hult has primary responsibility for the day-to-day operations of the Company. Mr. Hult’s in-depth knowledge of the Company allows him to effectively identify strategic priorities, provide valuable input during Board discussions, and execute the Company’s strategy and business plans. Because of Mr. Hult’s position and significant experience in overseeing auto retail operations at the Company, the Board has determined that it is appropriate for Mr. Hult to also serve on the Board. |

  7. Nominees for Election as Directors

    | Juanita T. James | | | Independent Director Age: 72 Director since: 2007 Committees: –Audit –Governance & Nominating (Chair) | Ms. James served as the President & Chief Executive Officer of Fairfield County’s Community Foundation (“FCCF”) from October 2011 to October 2022. Prior to joining FCCF, Ms. James served as the Vice President and Chief Marketing and Communications Officer for Pitney Bowes, Inc. from May 2007 until November 2010, during which time she also served on its Chief Executive Officer Council and its Corporate Social Responsibility Committee. From October 2006 to May 2007, Ms. James served as the Vice President and Chief Communications Officer for Pitney Bowes. From October 2004 until October 2006, Ms. James served as the Vice President of Direct Marketing Strategy and Business Development for Pitney Bowes. From 2002 until 2004, Ms. James served as the Vice President, Project Leader of Human Resources Transformation for Pitney Bowes, where she led a global SAP Human Resources and Payroll implementation and launched the company’s first shared services initiative. Prior to joining Pitney Bowes in 1999, Ms. James was the Executive Vice President, Marketing and Editorial of Doubleday Direct, Inc. Ms. James had a distinguished 20-year career at Time Warner, Inc., including 12 years in senior management positions. Ms. James also formerly served as the Chair of the Compensation Committee of the Board of Trustees of the University of Connecticut. Based on her management experience at FCCF, Pitney Bowes and Doubleday Direct, the Board has determined that Ms. James brings to the Board demonstrated senior-level leadership experience. Through her various positions at Pitney Bowes, Ms. James also brings to the Board a broad understanding of sales, marketing, brand management, investor relations and general communications matters that affect large companies, which are areas critical to the automotive retail business and to which she can provide valuable insight. As a former member of the audit committee of The Rouse Company, the Board believes that Ms. James has valuable experience dealing with accounting principles, financial reporting rules and regulations, evaluating financial results and generally overseeing public company financial reporting processes. In addition, the Board believes that Ms. James’ service as former Chair of the Nominating and Governance Committee of The Rouse Company, as well as her prior and current service on numerous not-for-profit boards, provides her with additional experience upon which she can draw as a member of our Board, Audit Committee and as Chair of our Governance & Nominating Committee. |

  8. Nominees for Election as Directors

    | Philip F. Maritz | | | Independent Director Age: 64 Director since: 2002 Committees: –Capital Allocation & Risk Management –Governance & Nominating –Executive | Mr. Maritz is the co-founder and President of Maritz, Wolff & Co., which manages the Hotel Equity Fund, a private equity investment fund that invests in luxury hotels and resorts. In 1990, he founded Maritz Properties, a commercial real estate development and investment firm where he serves as President. He is also the Managing Director of Broadreach Capital Partners, a private equity real estate investment fund and a member of the Council on Foreign Relations. With his significant real estate investment and management, strategic and operational experience as President of Maritz, Wolff & Co. and Maritz Properties, along with his financial and investment experience as a Managing Director of Broadreach Capital Partners, the Board has determined that Mr. Maritz has valuable insight into the effective strategic management of businesses, including with respect to the evaluation of operational, financial and transactional risks. In addition, Mr. Maritz’s experience in marketing and sales of luxury goods and services and his strategic management of luxury brands is relevant to our Company and our business. Mr. Maritz’s leadership positions at these various companies demonstrate his management abilities and his understanding of business and financial strategy and operations, making him a valuable member of our Governance & Nominating Committee, Capital Allocation & Risk Management Committee and Executive Committee. Furthermore, Mr. Maritz is, or has been, a director of a number of privately-held companies, including Rosewood Hotels and Resorts and Dolce Hotels and Resorts, and a number of non-profit organizations, including Princeton University Art Museum Advisory Council, Stanford Business School Management Board, the American University of Cairo, the Metropolitan Museum of Art, and the New York Landmarks Conservancy, which the Board believes provides additional insight into Board functions, including appropriate oversight, risk management and fiduciary obligations. |

  9. Nominees for Election as Directors

    | Maureen F. Morrison | | | Independent Director Age: 70 Director since: 2019 Committees: –Audit (Chair) –Capital Allocation & Risk Management –Compensation & Human Resources | Ms. Morrison is a former partner of PricewaterhouseCoopers (“PwC”), where she began her career in 1976, and became a partner in 1987. Ms. Morrison retired from PwC in 2015. During her career at PwC, Ms. Morrison served as Chair of the Nominating Committee for the Board of Partners, and as a member of the National Admissions Committee, and as a member of the Chief Auditor Network at PwC. Ms. Morrison currently serves as a director, Chair of the Board, member of the Nominating and Corporate Governance Committee and the Audit Committee and of ePlus inc. Ms. Morrison previously served on the board of Safeguard Scientifics, Inc. from October 2017 to April 2023. Ms. Morrison has over 35 years of experience in public accounting, with extensive experience in accounting, finance, mergers and acquisitions and capital markets transactions. She has led audit engagements with prominent multibillion dollar, global, technology corporations, both public and private, and has diversified experience in software, IT-enabled solutions and consulting, hardware, and manufacturing. The Board has determined that as a result of her broad experience with complex accounting, financial and risk-related issues, Ms. Morrison is well-qualified to serve as Chair of our Audit Committee and as a member of our Capital Allocation & Risk Management Committee and Compensation & Human Resources Committee. |

  10. Nominees for Election as Directors

    | Shamla Naidoo | | | Independent Director Age: 60 Director since: 2024 Committees: –Audit –Compensation & Human Resources | Ms. Naidoo served as the Head of Cloud Strategy and Innovation at Netskope, Inc. from 2021 until 2024, and as Vice President, Technology Risk & Global Chief Information Security Officer for International Business Machines Corporation ("IBM") from 2015 to 2021, where she was responsible for protecting IBM from cybersecurity threats and managing strategic risk in the IBM product portfolio. Ms. Naidoo currently serves as a director for QBE North America, a post she has held since January 2021, and as a director for WisdomTree, Inc., a post she has held since June 2023. Ms. Naidoo has also served as a board member for Reference Point LLC, which was acquired by Resources Connection, Inc. in 2024, and as a director at Stonebridge Acquisition from July 2021 to April 2024, which has since reconstituted as Stonebridge II. Ms. Naidoo has over 30 years in the technology sector and has vast experience with issues related to cybersecurity, regulatory compliance, and risk management. She is a frequent lecturer on the issues of privacy law and emerging technologies and has helped companies implement their digital transformation strategies and technology adoptions. The Board has determined that Ms. Naidoo’s proficiency in technology innovation, security, privacy, and regulatory compliance, coupled with her prior and current executive and director experience, will make her a valuable member of the Audit Committee and Compensation & Human Resources Committee. |

  11. Nominees for Election as Directors

    | Bridget Ryan-Berman | | | Independent Director Age: 64 Director since: 2018 Committees: –Capital Allocation & Risk Management –Compensation & Human Resources (Chair) | Ms. Ryan-Berman has been an independent consultant since 2018 through her company, Ryan Berman Advisory, LLC, advising multi-channel brands and companies on business innovation and large-scale transformation designed around the consumer experience. From June 2016 to December 2017, Ms. Ryan-Berman served as Chief Experience and Strategy Officer of Enjoy Technology, Inc., a company that provides delivery and setup services for tech products. From 2011 to 2016, Ms. Ryan-Berman served as Chief Executive Officer of Victoria’s Secret Direct, LLC, an online and catalog division of Victoria’s Secret, a specialty retailer of women’s lingerie, beauty, apparel and accessories. She was formerly an independent consultant advising clients in the retail, wholesale and financial investment sectors providing strategic planning, business development and executive coaching services. Ms. Ryan-Berman served as Chief Executive Officer of Giorgio Armani Corp., the wholly owned U.S. subsidiary of Giorgio Armani S.p.A., a provider of fashion and luxury goods products, from 2006 to 2007 and Vice President/Chief Operating Officer of Apple Computer Retail from 2004 to 2005. Ms. Ryan-Berman also served in various executive positions with Polo Ralph Lauren Corporation, including Group President of Polo Ralph Lauren Global Retail, from 1992 to 2004 and held various capacities at The May Department Stores Company, Federated Department Stores, Inc. and Allied Stores Corp. from 1982 to 1992. Ms. Ryan-Berman serves as Lead Director of the Board, member (prior Chair) of the Compensation Committee and member (prior Chair) of the Nominating and Corporate Governance Committee of Tanger, Inc. Ms. Ryan-Berman also serves as Chair of the Board and member of the Compensation and Human Capital Committee of Newell Brands, Inc. Prior, she was an independent director for J Crew Group, Inc., BH Cosmetics, and Tegra Global. Ms. Ryan-Berman has over 35 years of experience in the retail business and as a senior level executive has helped oversee the strategies and operations of some of the leading fashion and luxury goods groups in the world. The Board believes that Ms. Ryan-Berman’s extensive experience in retailing and other related industries, as well as her prior and current service as a director of both private and public companies, positions her well to serve as Chair of our Compensation & Human Resources Committee, and as a member of our Capital Allocation & Risk Management Committee. |

  12. Nominees for Election as Directors

    | Hilliard C. Terry, III | | | Independent Director Age: 55 Director since: 2022 Committees: –Audit –Capital Allocation & Risk Management | Mr. Terry served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited, an intermodal marine container management and leasing company from January 2012 to October 2018. Before joining Textainer, Mr. Terry was Vice President and Treasurer at Agilent Technologies, Inc., a diversified technology company, which he joined in 1999 and headed Investor Relations during Agilent’s spin-off from Hewlett-Packard and subsequent IPO. He previously held positions in investor relations and investment banking with Verifone, Inc., a payments company, from 1995 to 1999, Kenetech Corporation, an alternative energy company, from 1993 to 1995 and Goldman Sachs & Co., a financial services firm, from 1991 to 1993. Mr. Terry serves as a director, member of the Audit and Compliance Committee, member of the Enterprise Risk Management Committee and member of the Nominating & Governance Committee of Columbia Banking System, Inc. He also serves as a director and Chair of the Audit Committee of Upstart Holdings, Inc., a leading artificial intelligence consumer lending platform, and as a director of two private companies. Mr. Terry is a former public-company CFO with over 30 years of investor-facing and financial leadership experience and an informed perspective on digital transformation in customer-facing environments. The Board believes Mr. Terry's extensive management experience in finance, capital allocation, and corporate development, as well as his current service as a director of both private and public companies, makes him a valuable member of our Audit Committee and our Capital Allocation & Risk Management Committee. |

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  14. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows compensation earned by the non-management directors for 2024.

  15. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | | Stock Awards(1) | | All Other Compensation(2) | | Total | | | Joel Alsfine | | 88,500 | | 209,950 | | 18,592 | | 317,042 | | William D. Fay | | 110,500 | | 209,950 | | 27,759 | | 348,209 | | Juanita T. James | | 104,000 | | 209,950 | | 21,660 | | 335,610 | | Philip F. Maritz | | 84,000 | | 209,950 | | 21,244 | | 315,194 | | Maureen F. Morrison | | 127,500 | | 209,950 | | 31,219 | | 368,669 | | Shamla Naidoo(3) | | — | | — | | — | | — | | Thomas J. Reddin | | 255,500 | | 209,950 | | 30,571 | | 496,021 | | Bridget Ryan-Berman | | 106,000 | | 209,950 | | 31,856 | | 347,806 | | Hilliard C. Terry, III | | 89,000 | | 209,950 | | 34,141 | | 333,091 |

  16. 2024 Director Compensation Table

    (1)The amount in this column for each director represents the grant date fair value of 968 shares of common stock granted to each non-management director on February 20, 2024. Amounts were calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a more detailed discussion of the assumptions used to determine the valuation of the stock awards set forth in this column please see a discussion of such valuation in Note 22 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. (2)Represents the estimated incremental cost to the Company for the use of a vehicle. The estimated incremental cost is based on rules established by the Internal Revenue Service. The amounts in this column also include the cost of repairs and maintenance for the vehicle. (3)Ms. Naidoo was appointed to the Board effective January 1, 2025.

  17. Overview

    Overview We believe that fostering an entrepreneurial spirit at Asbury is essential to our success. Consistent with our overall business strategy of driving operational excellence through the attraction and retention of the best talent, our executive compensation philosophy is to: –support the attainment of our vision, business strategy and operating imperatives; –guide the design and implementation of effective executive compensation and benefit plans; –reinforce our business values; and –further align management and stockholder interests by providing appropriate opportunities for meaningful compensation based upon the achievement of various corporate goals set from time to time and generally related to corresponding increases in earnings and stockholder value, subject to limitations designed to discourage unnecessary or excessive risk-taking. As it has done in prior years, the Committee engaged an independent executive compensation consultant, Pay Governance LLC (“Pay Governance”), to assist with the development and implementation of our executive compensation program for 2024, as described in more detail below. In determining and setting compensation levels and opportunities for our executive officers, the Committee generally considers a number of factors and analyzes comparative data provided by Pay Governance on compensation paid to executive officers in similar positions within a Peer Group (as defined below) of companies. For 2024 executive compensation, the Committee approved and implemented incentive compensation programs designed to appropriately reward and incentivize our executive management team to focus on the long-term interests of our stockholders and further improve the measurable financial metrics described below, which remain a focus of the Board and the Committee when analyzing our financial results and success. In determining and setting compensation levels and opportunities for executive officers during 2024, the Committee considered factors including, among other things, the significant expansion of the nature and scope of the individual’s responsibilities to the Company as a result of the Company's growth through recent acquisitions and other independent factors, such as skills, experience, tenure and historical and expected contributions to the Company. In addition, in setting 2024 executive compensation, the Committee considered the Company's financial performance in 2023 (as compared to 2022), including the following: –our adjusted earnings before non-floor plan interest, taxes, depreciation and amortization (“Adjusted EBITDA”), a metric used by management and that the Committee believes is often used by investors and market analysts in comparing performance and determining enterprise value, was $1.14 billion, a decrease of 15.0% over 2022; –our adjusted diluted earnings per share ("EPS") was $32.60, a decrease of 13.4% over 2022; and –our adjusted operating margin was 7.3%, which is the highest amongst the Automotive Peer Group (as defined below). For an explanation of non-GAAP measures and a reconciliation to GAAP, please see Appendix A to this proxy statement. For 2024 executive compensation, the Committee analyzed comparative data provided by Pay Governance on compensation paid to executive officers in similar positions within the Peer Group, although the Committee did not specifically benchmark executive compensation against the Peer Group or other companies. In evaluating Peer Group data, selecting metrics and setting appropriate performance targets in connection with the implementation of the Company’s executive compensation programs in 2024, the Committee acknowledged that, as a result of the significant variable components of compensation described in more detail elsewhere in this CD&A, actual total executive compensation may be above or below target compensation and/or the actual compensation paid to executives in similar positions within the Peer Group based on our actual performance when compared to target performance.

  18. Total Compensation Program Supporting Attainment of Operating & Strategic Imperatives

    Total Compensation Program Supporting Attainment of Operating & Strategic Imperatives Our overall compensation program is implemented in a manner supporting the attainment of various operating and strategic goals set from time to time. The Committee believes the program is appropriately managed by delivering compensation predominantly through variable performance-based compensation elements. Target total compensation(1) is defined as annualized base salary plus cash incentive award opportunities at target level plus regular annual long-term equity award opportunities granted for the year (at target level when such opportunities have the potential for variable payout levels). As indicated below, during 2024, 86% of target total compensation of our President & Chief Executive Officer and an average of 68% of target total compensation of our other named executive officers(2) was delivered through at-risk compensation elements that were subject to vesting and/or performance conditions. (*)Long-term equity incentive included in these charts for 2024 consists of regular annual awards of performance share units and restricted stock units with vesting as described below. (1)Other benefits are generally excluded from target total compensation as they do not constitute a material part of compensation paid to our named executive officers. Mr. Calloway's target total compensation includes his promotion salary and bonus, and one-time promotion grant. (2)Includes Messrs. Villasana and Maric who terminated during 2024 as they were included in the Company's Incentive and Compensation plan for fiscal year 2024.

  19. Independent Compensation Consultant

    Independent Compensation Consultant In 2024, as in prior years, the Committee retained Pay Governance as its independent executive compensation consultant. At least annually, the Committee conducts a review of its compensation consultant's performance and potential conflicts of interest. In accordance with applicable SEC and NYSE requirements the Committee reviewed the compensation consultant's independence, taking into account the six compensation consultant independence factors adopted by the SEC to guide companies in determining the independence of compensation consultants, and concluded that the work of the compensation consultant did not raise any conflicts of interest. Pay Governance provides advice to the Committee on matters related to the fulfillment of the Committee’s responsibilities under its charter and on a wide range of executive compensation and related governance matters. As advisor to the Committee, Pay Governance reviews the Company's overall compensation strategy and pay levels for the Company’s executive officers, examines all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informs the Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provides general advice to the Committee with respect to compensation decisions pertaining to the Chief Executive Officer and other executive officers. At the Committee’s request, Pay Governance (i) reviewed our annual proxy statement disclosures, (ii) provided the Committee with an analysis of the compensation of our named executive officers as reported in the Company’s 2024 proxy statement as compared to the compensation of the named executive officers of companies within our Peer Group as reported in their proxy statements, (iii) provided the Committee with a review of incentive design practices among its peer group and the broader industry, and (iv) reviewed our Peer Group to ensure it continues to represent appropriately comparable companies for evaluating executive pay, and (v) provided the Committee with advice regarding the design and structure of the Company's performance-based compensation plans for 2025.

  20. Reviewing Executive Compensation

    Reviewing Executive Compensation With the input and analysis of its independent compensation consultant, the Committee considers a peer group for purposes of evaluating our compensation levels (the “Peer Group”) against executives in similar positions. From time to time, the Committee and its independent compensation consultant evaluate the Peer Group to ensure that the Committee is evaluating appropriately comparable companies. For purposes of 2024 compensation decisions, the Peer Group consisted of the following companies: –Automotive Retailers: AutoNation, Inc., Group 1 Automotive, Inc., Lithia Motors Inc., Penske Automotive Group, Inc. and Sonic Automotive Inc. (collectively, the "Automotive Peer Group") –Non-Automotive Retailers: Advance Auto Parts, CarMax, Inc., Carvana Co., DICK's Sporting Goods, Inc., Genuine Parts Company, LKQ Corporation, Murphy USA Inc., The Goodyear Tire & Rubber Company, Tractor Supply Company and Williams‐Sonoma Inc., which group has a median annual revenue of approximately $17.5 billion. The Committee reviewed the executive compensation data of the Peer Group in order to evaluate and confirm whether our executive compensation was within a reasonably competitive range, but did not set 2024 executive compensation levels at a specific target percentile within the Peer Group or any other comparator group. Rather, executive compensation decisions were based on the full consideration of all of the elements discussed above, together with the additional considerations discussed below, all of which provide input into the Committee’s deliberations and inform its decisions.

  21. Additional Considerations in Making Executive Compensation Decisions

    Additional Considerations in Making Executive Compensation Decisions As described above, while we do not specifically benchmark our executive compensation, the Committee generally aims to establish total compensation for our executive officers at levels it considers competitive with executives in similar positions within our Peer Group. Notwithstanding this, given the Committee's focus on the alignment of management and stockholder interests and the related use of short-term cash incentives and time-vested and performance-based equity compensation as the principal components of compensation, the Committee expects that when our performance exceeds targeted performance levels, the actual payouts received by our executive officers may be above competitive median levels. In addition to considering the evaluations and analyses prepared by Pay Governance, to help evaluate our executive compensation against that of our Peer Group, the Committee considered a number of other factors when setting executive officer compensation for 2024, including: –the executive’s knowledge, skills, abilities, experience, tenure and how critical the individual's role is to the Company; –the significant expansion of the nature and scope of the individual’s responsibilities as a result of the Company's growth through recent acquisitions; –our financial condition and recent operating results; and –internal equity considerations.

  22. Review of 2024 Total Compensation

    Review of 2024 Total Compensation For 2024, each named executive officer was initially eligible to receive compensation consisting of the following four primary elements: (i) a base salary; (ii) a short-term (annual) incentive in the form of a cash bonus opportunity pursuant to our 2019 Equity & Incentive Compensation Plan (the "2019 Plan"); (iii) long-term incentives in the form of equity awards under the 2019 Plan; and (iv) certain limited perquisites and other benefits.

  23. Annual Cash Incentive Opportunity

    Annual Cash Incentive Opportunity As described above, in order to motivate management toward the achievement of certain pre-established corporate goals and to remain competitive in the industry, we believe that a significant portion of each executive officer’s total compensation should be performance-based. We also believe that our executives are motivated by the opportunity to earn incremental cash compensation based upon the achievement of annual performance objectives, and that such opportunity properly fosters effective management, innovative thinking and, in some instances, the implementation of effective cost-saving measures by our executive officers, which may enable us to further enhance our stockholder value. Cash awards paid to our executive officers are paid under the terms of the 2019 Plan. For 2024, the Committee decided it was appropriate to use a cash incentive plan structure, with potential payouts under the cash incentive plan being dependent upon the achievement of (a) EBITDA (subject to adjustment as described below) correlated with actual United States Annual Automotive Sales (“USAAS”) as reported by Wards Intelligence, which such metric being assigned a 80% weight, (b) predetermined strategic objectives, which such objectives being assigned a 20% weight, and (c) Committee review of other strategic initiatives.

  24. EBITDA Performance Goals

    EBITDA Performance Goals We define EBITDA as earnings before non-floor plan interest, income taxes and depreciation and amortization. The selection of EBITDA as the performance benchmark for payouts under the annual cash incentive plan reflected the Committee’s continued belief that EBITDA is an important metric used by management from time to time to evaluate and analyze results and the impact on the Company of strategic decisions and actions relating to, among other things, events outside of normal, or “core,” business operations, and is often used by investors and market analysts in comparing performance and in determining enterprise value. Further, the Committee believed it was appropriate to establish award opportunities at various levels of actual USAAS, which is highly uncertain and is beyond the control of management. As a result, the Committee believed it was appropriate to increase target EBITDA at higher levels of USAAS. In connection with the determination of EBITDA as the appropriate performance metric under the annual cash incentive plan, the Committee further believed it was appropriate to provide for certain potential adjustments to the traditional measure of EBITDA to account for the impact on our financial results of certain potential extraordinary items that are considered outside of normal, or core, business operations. Under the annual cash incentive plan, to account for the potential for different levels of 2024 USAAS, three EBITDA performance goals were established: (i) a “threshold” level; (ii) a “target” level; and (iii) a “maximum” level at varying levels of USAAS. Under the terms of the annual cash incentive plan, if EBITDA did not meet the established “threshold” level at the actual USAAS, no payouts would be made under the plan. Further, if EBITDA exceeded the established “maximum” level at the actual USAAS, payout under the annual cash incentive plan would be limited as if performance had equaled the maximum performance goal. If actual USAAS was between two established levels, or if the achievement of EBITDA performance goals was between threshold and target levels, or target and maximum levels, participants would be entitled to a ratable portion of any payment due based upon linear interpolation. In determining what it considered an appropriate “target” performance goal at the various levels of USAAS, the Committee consulted with management and evaluated various internally-prepared models and forecasts. The Committee approved the threshold and maximum performance goals at 85% and 115% of target, respectively. The table below sets out the threshold, target and maximum EBITDA performance goals approved for 2024, with such goals being assigned an 80% weight.

  25. EBITDA Performance Goals

    | Actual USAAS (in millions) | EBITDA Performance Goals (in millions) | | | | | Threshold (85% of Target) 50% Payout | Target (100%) 100% Payout | Maximum (115% of Target) 200% Payout | | 14.2 & Lower | $879.6 | $1,034.8 | $1,190.0 | | 14.7 | $894.8 | $1,052.7 | $1,210.6 | | 15.2 | $910.1 | $1,070.7 | $1,231.3 | | 15.7 | $926.4 | $1,089.9 | $1,253.4 | | 16.2 | $908.7 | $1,069.1 | $1,229.5 | | 16.7 | $910.9 | $1,071.6 | $1,232.3 | | 17.2 & Higher | $941.0 | $1,107.1 | $1,273.2 |

  26. EBITDA Performance Goals

    For 2024, actual USAAS as reported by Wards Intelligence was 15.8 million. Based on this level of USAAS, EBITDA levels for the purpose of determining payouts under the annual cash incentive plan were calculated by interpolation as follows: threshold: $923.9 million; target: $1,087.0 million; and maximum: $1,250.0 million. The Company reported Adjusted EBITDA of $985.0 million in 2024, which resulted in a formulaic achievement of 69% of target (55% payout) for the EBITDA component.

  27. Strategic Objectives

    Strategic Objectives The strategic objectives established for 2024 consisted of the following three measures of the Company’s performance: (1) management’s continued success and progress with respect to the integration of acquisitions, Including Jim Koons automotive group, Larry H. Miller dealership group, and Total Care Auto, Powered by Landcar; (2) the advancement of the Company’s ESG strategy, and (3) the Company’s operating margin relative to its peers, with such objectives being assigned a weight of 20%. The bonus achievement percentage for strategic objectives ranges from 0% for no objectives achieved to a maximum of 40% for exceeding achievement of such objectives, based on Committee discretion. The Committee established incentive opportunities, as a percentage of base salary, for each named executive officer dependent upon each named executive officer’s respective current and expected positions, skills, and experience, as well as other factors described above, including the degree of responsibility assumed and expected to be assumed by such individual for aspects of the organization that impact our financial performance. The Committee reviewed the achievements of the Company relative to its three strategic objectives as described below. For the first strategic objective, the Committee took into consideration management’s continued success in integrating its recently acquired large businesses (Jim Koons automotive group, Larry H. Miller dealership group and Total Care Auto, Powered by Landcar). For the second strategic objective, the Committee considered management’s continued advancement of its ESG strategy, which included the successful launch of various training programs designed to advance our diversity, equity and inclusion initiative and our mission to be the most guest centric auto retail company while supporting our employees' careers and providing them with necessary leadership skills. For the last strategic objective, the Committee considered the Company’s adjusted operating margin of 5.8%, which ranked highest as compared to that of its auto retail peers. In addition to considering the Company’s achievement and success relative to the strategic objectives, the Committee took into account the impact of a cyber event including related legal fees, the impact of hurricane activity, and the impact of manufacturer stop sales on other strategic initiatives. The Committee may increase the bonus payout by up to ten percentage points based on its evaluation of the achievement of strategic initiatives, including operational initiatives, acquisitions, divestitures and others in furtherance of the Company's long-term interests. The Committee exercised its discretion to increase the bonus payout by ten percentage points in recognition of management's execution on the Company's success and progress of integrating acquisitions, the advancement of our ESG strategy, and the Company's operating margin relative to automotive retail peers. This resulted in a total bonus payout of 95% of target under the cash incentive plan as set forth in the table below.

  28. Strategic Objectives

    | Performance Component | Actual Achievement (% of Target) | Weighting | | | Payout (% of Target) | | EBITDA | 69% | x | 80% | = | 55% | | Strategic Objectives: Acquisition Integration Success, Advancement of ESG Strategy, and Operating Margin Relative to Peers | | | 0 to 40% | = | 30% | | Committee Review of Other Strategic Initiatives | | | Up to 10% | | 10% | | Final Payout | | | | | 95% |

  29. Annual Equity Awards Program

    Annual Equity Awards Program In evaluating the structure of equity-based compensation awards and type of equity award opportunities, the Committee designed equity-based awards for executive officers in 2024 that are intended to address both the long-term performance and retention objectives of our equity compensation philosophy, while at the same time promoting the achievement of operational excellence. The Committee determined that the value of the annual grant for executives who were employed by the Company when the grants were approved in the first quarter of 2024, assuming target level performance, would consist of: –60% performance share units; the vesting of which is subject to our achievement of certain financial performance metrics, as described below, as well as the passage of time, which the Committee believes provides an appropriate balance of executive officer focus on our financial success, and economic benefit for continued employment; and –40% time-vesting restricted stock units; which the Committee believes enhances executive officer retention.

  30. 2024 Annual Restricted Stock Unit Award Terms

    2024 Annual Restricted Stock Unit Award Terms The annual restricted stock unit awards granted to the named executive officers by the Committee generally vest ratably over three years beginning on the first anniversary of the grant date, as the Committee believes that this provides appropriate officer retention benefits and, assuming the continued employment of the executive, also provides for a level of consistency in future compensation. In the event that dividends are paid on shares of our common stock at any time when restricted stock unit awards remain unvested, any such dividends will accrue and be payable to the grantee upon vesting of the underlying shares. In the event such shares do not vest, no such dividends will be paid.

  31. 2024 Annual Performance Share Unit Award Terms

    2024 Annual Performance Share Unit Award Terms The annual performance share unit awards granted to the named executive officers had a performance period based on our fiscal year 2024 performance (described below) for all metrics. Based on achievement against the applicable performance goals, the earned portion of these awards (if any) vests ratably over three-years, generally subject to continued employment through the vesting period. These performance share unit awards, if earned, will be paid in shares of our common stock. In developing the structure of the annual performance share unit award program, the Committee believed it was important to set what it considered challenging yet attainable targets for the performance period. The Committee determined that it would be appropriate to measure our performance against multiple performance metrics during 2024. The Committee believes that the blend of fiscal 2024 performance goals along with vesting restrictions over a longer time horizon appropriately recognizes the difficulty in forecasting performance results in the automotive industry, while also promoting alignment with stockholder interests, retention of executives, and the achievement of operational excellence. The annual performance share unit awards provide each executive with a target number of performance share units that may be earned based on a mix of our absolute performance and our performance relative to the “Automotive Peer Group, (generally referencing each entity's most recent publicly available financial results) with respect to performance metrics approved by the Committee in the first quarter of the year as described below. The number of performance share units awarded to each executive (other than the Chief Executive Officer) was recommended to the Committee by the Chief Executive Officer based on the factors described above in “Equity Based Compensation Opportunity,” and included but were not limited to each executive’s past performance and level of responsibility. The number of performance share units awarded to the Chief Executive Officer was determined by the Committee and awarded to the Chief Executive Officer based on these same factors. Under our 2024 annual performance share unit award program, our performance, and the actual number of shares earned was determined or scored based upon the following performance elements, and weightings, which were chosen because the Committee determined them to be key drivers of growth, operational efficiency, stockholder value and long-term performance in our industry, as follows: (a) 70% of the award was based on the Company’s 2024 adjusted EPS compared with the actual EPS targets based on the actual USAAS as reported by Wards Intelligence in the target EPS matrix as set forth below (the "EPS Target") and (b) 30% of the award was based on the Company’s 2024 adjusted EPS growth relative to the 2024 adjusted EPS growth of the companies comprising the Automotive Peer Group (the "EPS Growth Relative to Peer Target"). The Committee may exercise its discretion to assign a payout percentage regarding the relative adjusted EPS performance measure.

  32. USAAS Compared to Target EPS Matrix

    Notwithstanding our performance relative to the Automotive Peer Group, the Committee determined that, if our EPS growth was negative for the performance year, payout under the annual performance share unit awards would be limited to 100% of target. In addition, payout under the annual performance share unit awards is subject to the following total stockholder return (“TSR”) modifiers: (i) if the Company’s TSR increases by more than ten percent (10%), then payout will increase by ten percentage points (10%); (ii) if the Company’s TSR decreases by more than ten percent (10%), then payout will decrease by ten percentage points (10%); and (iii) if the Company’s TSR decreases by more than twenty percent (20%), then payout would be limited to 100%. Regardless of the amount of the increase in the Company’s TSR, the maximum payout is limited to 150% of target. The metrics used in the 2024 performance share unit award program were selected because of their relative importance to our financial success. The Committee reserved the right to adjust performance results under the 2024 performance share unit awards for the Company and each member of the Automotive Peer Group for material, publicly disclosed non-core items. The scores for each performance element are accumulated, such that the highest achievable score would result in a payout at 150% of target, the lowest achievable score would result in a payout at 0% of target and a score in between would be interpolated. The actual number of performance share units earned was determined after the end of the 2024 fiscal year based on the Committee’s evaluation of our performance against the applicable metrics. Based on the guidelines of the annual performance share unit program, the Company achieved adjusted EPS for 2024 of $27.08, resulting in a payout of 36% under the absolute EPS metric. In the Committee's discretion, the payout under the EPS Growth Relative to Peers metric could range between 0 and 45%. Based on the Company’s adjusted EPS growth rate ranked third relative to the growth rate of the 2024 adjusted EPS of the companies comprising the Automotive Peer Group, the Committee determined a payout of 34% under the EPS Growth Relative to Peers metric. As a result, after evaluating our performance on a cumulative basis, under each of the two performance metrics discussed above, the Committee determined the actual payout based on performance and established a payout of a number of performance share units at 70% of target. The Committee determined that the Company's 2024 total stockholder return was 13.5%, which, according to the TSR modifier (described above), resulted in an increase of up to 10% to the payout. The Committee after considering the impact of a cyber event including related legal fees, the impact of hurricane activity, and the impact of manufacturer stop sales, determined that a total payout of 80% of the target was appropriate as set forth in the table below.

  33. USAAS Compared to Target EPS Matrix

    | Performance Component | Actual Achievement (% of Target) | Weighting | | | Payout (% of Target) | | Absolute EPS | 52% | x | 70% | = | 36% | | Adjusted EPS Growth Relative to Peers | | | 0 to 45% | = | 34% | | Absolute TSR | | +/- 10% Modifier | | | 10% | | Final Payout | | | | | 80% |

  34. USAAS Compared to Target EPS Matrix

    | Name | Target Number of PSUs Granted | Number of Shares of Common Stock Awarded Under the 2024 Annual Performance Share Unit Award Program(1) | | David W. Hult | 16,598 | 13,278 | | Michael Welch | 2,767 | 2,214 | | Daniel Clara | 2,767 | 2,214 | | Jed Milstein | 2,490 | 1,992 | | Dean Calloway | 691 | 553 | | George A. Villasana | 2,628 | 2,103 | | Miran Maric(2) | 2,213 | — |

  35. USAAS Compared to Target EPS Matrix

    (1) Share amounts adjusted for rounding. (2) Upon Mr. Maric's voluntary termination, he forfeited all unvested PSUs. In accordance with the terms of the 2024 annual performance share unit award program, one-third of the award earned by each named executive officer was eligible to vest on the later of the first anniversary of the grant date and the date the payout of a number of shares of our common stock is established by the Committee, with the remainder of the award vesting in equal amounts on the second and third anniversaries of the grant date, subject generally in each case to the executive’s continued employment.

  36. Employment, Severance and Change in Control Arrangements

    Employment, Severance and Change in Control Arrangements

  37. General Provisions of Employment and Severance Agreements

    General Provisions of Employment and Severance Agreements We have entered into an employment agreement with Mr. Hult. In addition, we are party to certain agreements relating to severance pay with each of Messrs. Welch, Clara, Milstein and Calloway. These agreements provide for the allocation of certain benefits in the event of involuntary termination of the employment of the named executive officer without cause or by the named executive officer where good reason exists. We believe that our severance arrangements serve as appropriate retention and motivational tools for our continuing named executive officers by generally providing a measure of financial security in the event of an unplanned termination of employment, with the exception of a termination for cause. Furthermore, from time to time, we examine various strategic alternatives, and the provisions of these agreements are important to retain these key people whose continued employment might be at risk in certain changes of control, although such transactions may otherwise be in the best interests of our stockholders. As a corporate policy, we believe that it may be difficult to attract and retain talented executives with provisions in our severance arrangements that deny severance benefits in the event of a termination for other than performance-related issues. A description of the terms of our named executive officers' employment, severance and separation agreements, including the potential payouts to these individuals pursuant to applicable severance provisions thereof, are summarized in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

  38. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  39. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | | David W. Hult President & Chief Executive Officer (3) | 2024 | $1,300,000 | $— | $6,000,045 | $1,667,250 | $31,835 | $8,999,130 | | | 2023 | $1,300,000 | $— | $4,999,895 | $1,807,650 | $31,082 | $8,138,627 | | | 2022 | $1,292,308 | $— | $3,749,834 | $3,510,000 | $30,503 | $8,582,645 | | Michael Welch Senior Vice President & Chief Financial Officer(4) | 2024 | $718,269 | $— | $1,000,080 | $585,438 | $23,990 | $2,327,777 | | | 2023 | $669,231 | $— | $800,067 | $590,963 | $20,150 | $2,080,411 | | | 2022 | $619,231 | $— | $749,819 | $1,062,500 | $8,673 | $2,440,223 | | Daniel Clara Chief Operating Officer(5) | 2024 | $743,269 | $— | $1,000,080 | $605,625 | $27,247 | $2,376,221 | | | 2023 | $694,231 | $— | $849,998 | $612,850 | $27,399 | $2,184,478 | | | 2022 | $646,154 | $— | $799,881 | $1,105,000 | $20,402 | $2,571,437 | | Jed Milstein Senior Vice President & Chief Human Resources Officer(6) | 2024 | $621,635 | $— | $900,094 | $504,688 | $19,950 | $2,046,367 | | | 2023 | $594,808 | $— | $699,971 | $525,300 | $19,500 | $1,839,579 | | | 2022 | $552,692 | $— | $649,880 | $943,500 | $18,514 | $2,164,586 | | Dean Calloway Senior Vice President, General Counsel & Secretary(7) | 2024 | $472,308 | $— | $599,866 | $281,055 | $9,600 | $1,362,829 | | George A. Villasana Former Senior Vice President, Chief Legal & Officer & Secretary(8) | 2024 | $696,635 | $— | $949,978 | $282,625 | $11,180 | $1,940,418 | | | 2023 | $669,231 | $— | $800,067 | $590,963 | $11,065 | $2,071,326 | | | 2022 | $622,692 | $— | $749,819 | $1,062,500 | $17,056 | $2,452,067 | | Miran Maric, Former Senior Vice President, Strategy & Innovation(9) | 2024 | $520,719 | $— | $800,107 | $422,283 | $17,652 | $1,760,761 |

  40. 2024 Summary Compensation Table

    (1)The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards of performance share units and shares of restricted stock units for the fiscal years ended December 31, 2024, 2023 and 2022, as described in the “Compensation Discussion & Analysis—Review of 2024 Total Compensation—Equity-Based Compensation Opportunities” discussion and in footnotes 2 and 3 of the “2024 Grants of Plan-Based Awards" table below. For a more detailed discussion of the assumptions used to determine the valuation of the stock awards set forth in this column, please see a discussion of such valuation in Note 22 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025. The maximum possible value of performance awards at the grant date (based on the assumption that the highest level of performance is achieved) granted to each of our named executive officers in 2024 was as follows: Mr. Hult: $5,399,910; Mr. Welch: $900,202; Mr. Clara: $900,202; Mr. Milstein: $810,084; Mr. Calloway: $224,806; Mr. Villasana: $854,980; and Mr. Maric: $719,966. For additional information on the actual number of performance share unit awards granted, see the discussion under “Compensation Discussion & Analysis–Review of 2024 Total Compensation–Equity-Based Compensation Opportunities” above. (2)The amounts in this column represent the actual amount earned by, and paid to, the named executive officers under the applicable year’s annual cash incentive plan. (3)All Other Compensation represents (i) the aggregate incremental cost of $12,750 associated with the use of one demonstrator vehicle; (ii) an automobile allowance of $9,600; and (iii) 401(k) match contributions. (4)All Other Compensation represents (i) the aggregate incremental cost of $12,716 associated with the use of one demonstrator vehicle, (ii) and automobile allowance of $923 and (iii) 401(k) match contributions. (5)All Other Compensation represents (i) the aggregate incremental cost of $16,897 associated with the use of one demonstrator vehicle; and (ii) 401(k) match contributions. (6)All Other Compensation represents (i) an automobile allowance of $9,600; and (ii) 401(k) match contributions. (7)Mr. Calloway was promoted to Senior Vice President, General Counsel & Secretary effective July 1, 2024. Salary and Non-Equity Incentive Plan Compensation are prorated for the time in his previous and new position. Stock Awards includes his regular annual grant and a one-time promotion grant. All Other Compensation represents an automobile allowance of $9,600. (8)Mr. Villasana retired as Senior Vice President, Chief Legal Officer & Secretary effective June 30, 2024. Salary and Non-Equity Incentive Plan Compensation include amounts in accordance with executive’s Transition and Retirement Agreement. See the discussion under “Potential Payments Upon Termination or Change in Control–Severance and Transition Agreements” below. All Other Compensation represents (i) an automobile allowance of $9,600; and (ii) 401(k) match contributions. (9)Mr. Maric resigned as Senior Vice President, Strategy & Innovation effective November 14, 2024. Upon Mr. Maric's voluntary termination, he forfeited all unvested performance share units and restricted share units granted during 2024. All Other Compensation represents (ii) an automobile allowance of $8,493; and (iii) 401(k) match contributions.

  41. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  42. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (# of shares) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards | | | | | 50% Threshold | 100% Target | 200% Maximum | Threshold | Target | Maximum | | | | David W. Hult | 2/12/24 | 2/12/24 | $877,500 | $1,755,000 | $3,510,000 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 11,066 | $2,400,105 | | | 2/20/24 | 2/12/24 | | | | 8,299 | 16,598 | 24,897 | | $3,599,940 | | Michael Welch | 2/12/24 | 2/12/24 | $308,125 | $616,250 | $1,232,500 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 1,844 | $399,945 | | | 2/20/24 | 2/12/24 | | | | 1,384 | 2,767 | 4,151 | | $600,135 | | Daniel Clara | 2/12/24 | 2/12/24 | $318,750 | $637,500 | $1,275,000 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 1,844 | $399,945 | | | 2/20/24 | 2/12/24 | | | | 1,384 | 2,767 | 4,151 | | $600,135 | | Jed Milstein | 2/12/24 | 2/12/24 | $265,625 | $531,250 | $1,062,500 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 1,660 | $360,037 | | | 2/20/24 | 2/12/24 | | | | 1,245 | 2,490 | 3,735 | | $540,056 | | Dean Calloway | 2/12/24 | 2/12/24 | $147,923 | $295,847 | $591,694 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 692 | $150,088 | | | 7/1/24 | 6/24/24 | | | | | | | 1,314 | $299,907 | | | 2/20/24 | 2/12/24 | | | | 346 | 691 | 1,037 | | $149,871 | | George A. Villasana | 2/12/24 | 2/12/24 | $297,500 | $595,000 | $1,190,000 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 1,752 | $379,991 | | | 2/20/24 | 2/12/24 | | | | 1,314 | 2,628 | 3,942 | | $569,987 | | Miran Maric | 2/12/24 | 2/12/24 | $255,000 | $510,000 | $1,020,000 | | | | | | | | 2/20/24 | 2/12/24 | | | | | | | 1,476 | $320,130 | | | 2/20/24 | 2/12/24 | | | | 1,107 | 2,213 | 3,320 | | $479,978 |

  43. 2024 Grants of Plan-Based Awards

    (1)Represents potential payouts under our annual cash incentive plan for each named executive officer. For a more detailed discussion of the annual cash incentive plan and the actual awards paid under this plan, see the section of this proxy statement entitled, “Compensation Discussion & Analysis—Review of 2024 Total Compensation—Annual Cash Incentive Opportunity” and the “Summary Compensation Table.” (2)Represents performance share unit awards. For a more detailed discussion of the Company’s performance share unit award program, see the section of this proxy statement entitled, “Compensation Discussion & Analysis—Review of 2024 Total Compensation—Annual Equity Awards Program” and the "Summary Compensation Table." (3)Represents grants of restricted stock units. For a more detailed discussion of the Company's restricted stock unit awards, see the section of this proxy statement entitled, “Compensation Discussion & Analysis—Review of 2024 Total Compensation—Annual Equity Awards Program” and the “Summary Compensation Table.”

  44. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  45. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Stock Awards(1) | | | | | | | | | 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(2) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | | David W. Hult | 2/16/22 | 8,797(4) | | 2,137,935 | | | | | | 2/14/23 | 13,924(5) | | 3,383,950 | | | | | | 2/20/24 | 11,066(6) | | 2,689,370 | 24,897(7) | | 6,050,718 | | Michael Welch | 2/16/22 | 1,760(4) | | 427,733 | | | | | | 2/14/23 | 2,229(5) | | 541,714 | | | | | | 2/20/24 | 1,844(6) | | 448,147 | 4,151(7) | | 1,008,696 | | Daniel Clara | 2/16/22 | 1,877(4) | | 456,167 | | | | | | 2/14/23 | 2,368(5) | | 575,495 | | | | | | 2/20/24 | 1,844(6) | | 448,147 | 4,151(7) | | 1,008,696 | | Jed Milstein | 2/16/22 | 1,525(4) | | 370,621 | | | | | | 2/14/23 | 1,950(5) | | 473,909 | | | | | | 2/20/24 | 1,660(6) | | 403,430 | 3,735(7) | | 907,717 | | Dean Calloway | 2/16/22 | 282(4) | | 68,534 | | | | | | 2/14/23 | 421(5) | | 102,316 | | | | | | 7/1/24 | 1,314(6) | | 319,341 | | | | | | 2/20/24 | 692(6) | | 168,177 | 1,037(7) | | 251,901 | | George A. Villasana | 2/16/22 | 1,760(4) | | 427,733 | | | | | | 2/14/23 | 2,229(5) | | 541,714 | | | | | | 2/20/24 | 1,752(6) | | 425,789 | 3,942(7) | | 958,024 | | Miran Maric(8) | — | — | — | | — | — | |

  46. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)All information in the “Stock Awards” portion of the table relates to awards of shares of restricted stock units and performance share unit awards. (2)Based on a stock price of $243.03, the closing price of our common stock on December 31, 2024, the last business day of fiscal 2024. (3)Represents the aggregate payout value of performance shares underlying each award of performance share units that has not yet been earned as of fiscal year-end, calculated by multiplying the maximum number of performance share units by $243.03, the closing price of our common stock on December 31, 2024, the last business day of fiscal 2024. (4)This unvested portion of the restricted share units or earned performance share units vests on the third anniversary of the grant date. (5)This unvested portion of the restricted share units or earned performance share units vests in substantially equal installments on each of the second and third anniversaries of the grant date. (6)This unvested portion of the restricted share units or earned performance share units vest in substantially equal installments on each of the first three anniversaries of the grant date. (7)These performance share units can be earned based on performance achievement during the 2024 performance period, as further described in the “Compensation Discussion and Analysis.” One-third of the earned award vests on the later of the first anniversary of the grant date and the date on which the Committee determines performance achievement for the award. The remaining portion of the earned award vests in substantially equal installments on each of the second and third anniversaries of the date of grant. The amount in this column assumes payout at the maximum level of performance. (8)Mr. Maric resigned as Senior Vice President, Strategy & Innovation effective November 14, 2024. Upon his voluntary termination, he forfeited all unvested performance share units and restricted share units.

  47. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  48. 2024 Option Exercises and Stock Vested

    | Name | Stock Awards | | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | | David W. Hult | 23,593 | | 5,084,531 | | Michael Welch | 3,735 | | 826,007 | | Daniel Clara | 6,796 | | 1,455,954 | | Jed Milstein | 3,806 | | 821,479 | | Dean Calloway | 811 | | 174,965 | | George A. Villasana | 4,636 | | 1,000,015 | | Miran Maric | 4,128 | | 877,245 |

  49. 2024 Option Exercises and Stock Vested

    (1)The value realized on the vesting of restricted stock units or performance share units represents the number of shares acquired multiplied by the closing price of our common stock, as reported on the NYSE, on the vesting date of the restricted stock units or of the performance share units, as applicable.

  50. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  51. Potential Payments Upon Separation from Service or Change in Control

    Potential Payments Upon Separation from Service or Change in Control The following tables detail the amounts that would have been payable to each of our NEOs had each such officer been separated from service with the Company as of the last business day of fiscal 2024: (i) involuntarily and without cause or for good reason (a "Qualifying Termination") and without a Change in Control of the Company; (ii) pursuant to a Qualifying Termination and a Change in Control of the Company; and (iii) as the result of death or disability, in each case after taking into account the following assumptions as applicable: –no payment value was ascribed to any presently vested and exercisable equity incentive awards, as such awards would not be impacted by a separation from service or change in control; –all equity incentive awards that would accelerate in connection with a separation from service, change in control, or upon death or disability pursuant to the terms of applicable agreements were accelerated and cash valued as of December 31, 2024 by multiplying the number of vesting shares by the closing price per share of our common stock on the NYSE on December 31, 2024 ($243.03); –each of the NEOs continued to be entitled to participate in the Company’s health and dental insurance plans (no such officer obtained other employment which provided at least equal benefits), and the cost thereof was cash valued at the cost to the Company; –all parties complied with any required release and notice provisions in the applicable agreement; –all amounts due to the named executive officers were paid immediately; –each of the NEOs continued to comply with any restrictive or other covenant applicable to him that may have otherwise resulted in the repayment or withholding of severance amounts due; and –all outstanding equity incentive awards were vested on an accelerated basis upon death or disability and cash valued as of December 31, 2024 by multiplying the number of vesting shares by the closing price per share of our common stock on the NYSE on December 31, 2024 ($243.03).

  52. CEO PAY RATIO

    CEO PAY RATIO For the 2024 fiscal year, the Pay Ratio (the "Pay Ratio") of the annual total compensation of Mr. Hult, our President & Chief Executive Officer during 2024 (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was 129.1 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” We did not use the same Median Employee in our calculation of the Pay Ratio for the 2024 fiscal year as we did in our calculation of the Pay Ratio for the 2023 fiscal year because we determined it was appropriate to identify a new Median Employee due to our highly variable pay practices. The date used to identify the Median Employee for the 2024 fiscal year was December 1, 2024 (the “Determination Date”), which is the same calender day that was used in 2023 fiscal year. CEO Compensation for purposes of this disclosure was $8,999,130, which represents the total compensation reported for Mr. Hult under "Summary Compensation Table” for the 2024 fiscal year. For purposes of this disclosure, Median Annual Compensation was $69,670, which represents the total of our Median Employee's applicable elements of compensation for the 2024 fiscal year as determined in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee for the 2024 fiscal year, we first determined our employee population as of the Determination Date. We had 14,397 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries as of the Determination Date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. We then measured compensation for the period beginning on January 1, 2024 and ending on December 31, 2024 for these employees. This compensation measurement was calculated by totaling, for each employee, gross taxable earnings, including salary, wages, commissions, bonuses, the value of equity awards that vested during the measurement period and other compensation as shown in our payroll and human resources records for 2024. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the compensation for such individuals.

  53. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  54. Pay Versus Performance Table

    Pay Versus Performance Table The following tables contain information about the relationship between executive "compensation actually paid" as calculated pursuant to Item 402(v) of Regulation S-K ("CAP") to our named executive officers and certain financial performance of the Company. For a more detailed discussion about our pay-for-performance philosophy and how we align executive compensation with our Company’s performance, please see “Compensation Discussion & Analysis.”

  55. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income (in Millions) | Adjusted EBITDA (in Millions)(6) | | | | | | | Company TSR(4) | Peer Group TSR(4)(5) | | | | 2024 | $8,999,130 | $8,672,323 | $1,969,062 | $1,702,991 | $217 | $322 | $430 | $982 | | 2023 | $8,138,627 | $10,546,295 | $2,043,948 | $2,565,627 | $201 | $291 | $603 | $1,135 | | 2022 | $8,582,645 | $9,596,256 | $2,407,078 | $2,603,319 | $160 | $199 | $997 | $1,336 | | 2021 | $7,452,895 | $9,655,142 | $1,675,553 | $2,032,412 | $155 | $215 | $532 | $828 | | 2020 | $6,454,000 | $8,185,020 | $1,775,906 | $2,245,508 | $130 | $147 | $254 | $427 |

  56. Pay Versus Performance Table

    (1)Mr. Hult was our Principal Executive Officer ("PEO") for the full year for each of 2024, 2023, 2022, 2021 and 2020. (2)For each of 2024, 2023, 2022, 2021, and 2020 (each, a “Covered Year”), in determining both the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO named executive officers for purposes of this column, we deducted from or added back to the total amounts of compensation reported as the Summary Compensation Table total (or average Summary Compensation Table total) certain amounts in accordance with SEC rules as itemized below for 2024:

  57. Pay Versus Performance Table

    | Item Added (Deducted) | 2024 | | For PEO (Mr. Hult): | | | - SCT “Stock Awards” column value | $(6,000,045) | | + Covered year-end fair value of equity awards granted in Covered Year that were outstanding and unvested at Covered Year-end | $5,512,893 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that were outstanding and unvested at Covered Year-end | $410,341 | | +/- change in fair value (from prior year-end to vesting date) for prior-year equity awards that vested in Covered Year | $(249,996) | | - fair value (from prior year-end) for prior-year awards that failed to meet applicable vesting conditions in Covered Year | $— | | For Non-PEO Named Executive Officers (Average): | | | - SCT “Stock Awards” column value | $(875,034) | | +Covered year-end fair value of equity awards granted in Covered Year that were outstanding and unvested at Covered Year-end | $690,367 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that were outstanding and unvested at Covered Year-end | $49,367 | | +/- change in fair value (from prior year-end to vesting date) for prior-year equity awards that vested in Covered Year | $(39,771) | | - fair value (from prior year-end) for prior-year equity awards that failed to meet applicable vesting conditions in Covered Year | $(91,000) |

  58. Pay Versus Performance Table

    (3)The non-PEO named executive officers consist of the following individuals: (a)For 2024, Michael Welch, Daniel Clara, Jed Milstein, Dean Calloway, George Villasana and Miran Maric; (b)For 2023 and 2022, Michael Welch, Daniel Clara, George Villasana and Jed Milstein; (c)For 2021, Michael Welch, Daniel Clara, George Villasana, Jed Milstein, William Stax and Patrick Guido.; and (d)For 2020, Daniel Clara, George Villasana, Jed Milstein, William Stax and Patrick Guido. (4)For each of 2020, 2021, 2022, 2023 and 2024, total stockholder return (“TSR”) for the Company and the Peer Group Index (described below) was calculated as the cumulative total stockholder return based on a deemed fixed investment of $100 at market close on December 31, 2019, assuming dividend reinvestment. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (5)Reflects market-weighted Peer Group Index composed of the common stock of AutoNation, Inc., Sonic Automotive, Inc., Group 1 Automotive, Inc., Penske Automotive Group, Inc. and Lithia Motors, Inc. For purposes of this disclosure, the returns of each issuer were weighted according to the respective issuer’s market capitalization at the beginning of each period for which a return is indicated. (6)Adjusted EBITDA is defined in Appendix A ("Non-GAAP Financial Measures and Reconciliation").

  59. Pay Versus Performance Charts

    Pay Versus Performance Charts The following charts provide, across the last three completed fiscal years, (a) a comparison between our cumulative TSR and the total stockholder return of the Peer Group Index, and (b) illustrations of the relationships between (i) the compensation “actually paid” to the PEO and the average of the compensation “actually paid” to our non-PEO named executive officers and (ii) each of our TSR, our net income, and our Adjusted EBITDA.