Bridget Ryan-Berman
ASBURY AUTOMOTIVE GROUPAbout Bridget Ryan-Berman
Independent director (age 64) serving on ABG’s Board since 2018; currently Chair of the Compensation & Human Resources Committee and member of the Capital Allocation & Risk Management Committee. Career background spans >35 years leading multi-channel retail transformations and consumer experience at Victoria’s Secret Direct (CEO), Giorgio Armani Corp (CEO), Apple Computer Retail (VP/COO), Polo Ralph Lauren (Group President Global Retail), Enjoy Technology (Chief Experience & Strategy Officer), and her advisory firm Ryan Berman Advisory, LLC. The Board has deemed her independent under NYSE standards; Board composition is 90% independent and directors hold annual elections with a plurality-plus voting policy. Her governance profile centers on pay-for-performance design, succession planning, ESG oversight, and strategic capital allocation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Berman Advisory, LLC | Independent consultant advising multi-channel brands on innovation and large-scale consumer experience transformation | 2018–present | Focus on business transformation and consumer experience strategy |
| Enjoy Technology, Inc. | Chief Experience & Strategy Officer | Jun 2016–Dec 2017 | Led consumer experience and strategy for tech product setup/delivery company |
| Victoria’s Secret Direct, LLC | Chief Executive Officer | 2011–2016 | Led online/catalog division; oversaw strategy and operations |
| Giorgio Armani Corp. | Chief Executive Officer | 2006–2007 | Led US subsidiary; fashion/luxury operations |
| Apple Computer Retail | Vice President/Chief Operating Officer | 2004–2005 | Retail operations leadership |
| Polo Ralph Lauren Corporation | Various executive roles including Group President, Global Retail | 1992–2004 | Global retail leadership; brand and operations |
| The May Department Stores; Federated Department Stores; Allied Stores | Various capacities | 1982–1992 | Early retail leadership experience |
External Roles
| Organization | Role | Committees/Details |
|---|---|---|
| Tanger, Inc. | Lead Director; member (prior Chair) Compensation Committee; member (prior Chair) Nominating & Corporate Governance Committee | Shared board interlock with ABG Chair Thomas J. Reddin, who also serves as a director and Chair of Tanger’s Compensation Committee |
| Newell Brands, Inc. | Chair of the Board; member of the Compensation & Human Capital Committee | Board leadership and human capital oversight |
| Prior boards | J Crew Group, Inc.; BH Cosmetics; Tegra Global | Former independent director roles |
Board Governance
- Committee assignments: Chair, Compensation & Human Resources; Member, Capital Allocation & Risk Management. The CHR Committee met 9 times in 2024; Capital Allocation & Risk Management met 7 times (including joint sessions).
- Independence: Board determined all directors except the CEO are independent under NYSE and company categorical standards.
- Attendance & engagement: Board held 7 meetings in 2024; each current director attended ≥75% of Board/committee meetings; non-management directors held 6 executive sessions.
- Board structure: Non-executive Chairman (Thomas J. Reddin); no Lead Independent Director given the independent Chair; Board composition 90% independent.
- Compensation committee interlocks: None—CHR members (including Ryan‑Berman) were not officers of ABG and had no interlocking compensation committee relationships.
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Bridget Ryan‑Berman) | $106,000 | Per Director Compensation Table |
| 2024 Stock Awards (grant-date fair value) | $209,950 | Common stock grant (968 shares) on Feb 20, 2024; vests immediately |
| 2024 All Other Compensation | $31,856 | Estimated incremental cost of vehicle use (incl. transport, taxes, repairs/maintenance) |
| 2024 Total | $347,806 | Sum of components above |
Director compensation program structure (2024):
- Annual cash retainers: Non‑Management Directors $55,000; Non‑Executive Chairman $160,000; Committee Chairs: Audit $25,000; Capital Allocation & Risk Mgmt $15,000; Compensation & Human Resources $20,000; Governance & Nominating $15,000.
- Meeting fees: In-person Board/Audit/CHR/G&N/Capital Allocation $2,000; telephonic Board/CHR/G&N/Capital Allocation $1,000; telephonic Audit and Transaction Committee $1,500; Executive Committee meetings (chair only) $1,500.
- Equity: Approx. $210,000 in common stock to each non‑management director (968 shares) granted Feb 20, 2024; immediate vesting.
- Perquisite: Offered use of a motor vehicle with company-covered transport, taxes, service.
Performance Compensation
| Equity Grant (Director) | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual common stock grant | Feb 20, 2024 | 968 | $209,950 | Immediate vest | None disclosed for directors (alignment-focused, not performance-conditioned) |
Note: Director equity is structured for ownership alignment; ABG’s ownership guidelines expect directors to hold ≥5x annual retainer value in shares, counting owned shares, unvested RSUs, and earned but unvested PSUs.
Other Directorships & Interlocks
| Company | Relationship to ABG | Interlock Details |
|---|---|---|
| Tanger, Inc. | External board where Ryan‑Berman is Lead Director | ABG’s Non‑Executive Chair Thomas J. Reddin also serves on Tanger’s board and chairs its Compensation Committee (potential information flow/network interlock). |
Expertise & Qualifications
- Deep retail and consumer brand leadership across luxury, apparel, catalog/online, and tech-enabled retail; led large-scale transformations and omnichannel operations.
- Demonstrated governance leadership: CHR Chair at ABG; prior chair roles at Tanger’s Compensation and Nominating/Governance Committees; Chair of Newell’s Board with human capital oversight.
- Board qualifications include compensation design oversight, succession planning, ESG strategy review, and strategic capital allocation.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bridget Ryan‑Berman | 6,965 | <1% | Based on 19,657,706 shares outstanding as of Mar 26, 2025; ownership table denotes “*” <1% |
| Ownership guidelines | Directors must hold ≥5x annual retainer (value) | Policy applies to all directors | Equity counted includes owned shares, unvested RSUs, and earned-but-unvested PSUs; all current directors have achieved requirements or have remaining time to comply. |
| Hedging/Pledging | Prohibited for directors and officers | — | No hedging or pledging of ABG stock; short-term trading discouraged. |
Governance Assessment
- Committee leadership and engagement: As CHR Chair, Ryan‑Berman oversaw nine CHR meetings in 2024 and joint sessions with Capital Allocation, supporting robust pay-for-performance oversight and succession planning.
- Pay practices and shareholder alignment: Director pay includes balanced cash retainer/meeting fees and immediate-vesting equity (~$210k), plus modest vehicle-use perquisite; Board’s recoupment policy (NYSE Clawback) and prohibition on hedging/pledging strengthen alignment.
- Shareholder outcomes: 2024 say‑on‑pay received >99% support, signaling investor confidence in compensation oversight; Ryan‑Berman chaired CHR through this period.
- Independence and attendance: Independent under NYSE standards; Board held 7 meetings and each director attended ≥75%; six executive sessions held without management.
- Potential conflicts, related-party exposure, and RED FLAGS:
- Network interlock: Both Ryan‑Berman and ABG Chair Reddin serve on Tanger’s board (Reddin chairs Tanger’s Comp Committee). While common in large-cap governance networks, investors may monitor potential influence/coordination across compensation decisions and information flow.
- Related-person transactions policy permits directors/family to purchase/lease vehicles via an employee program (vehicles may exceed $120,000), reviewed for arm’s-length terms—no individual director named; monitor for any specific transactions.
- Hedging/pledging banned; no Section 16(a) delinquencies reported for 2024.
- Overall signal: Strong governance posture with active committee leadership, high say‑on‑pay support, robust independence and attendance; minor perquisites and an external board interlock merit routine monitoring rather than immediate concern.