Daniel Clara
ASBURY AUTOMOTIVE GROUPAbout Daniel Clara
Daniel E. Clara (age 45) is Chief Operating Officer of Asbury Automotive Group (ABG) effective February 17, 2025; he joined Asbury in 2002 and previously served as SVP, Operations (2020–Feb 2025). He holds a bachelor’s degree in International Business from Northwood University . Company performance context for 2024: Adjusted EBITDA $980M (-13.5% YoY), adjusted diluted EPS $27.24 (-16.5% YoY), and adjusted operating margin 5.8% (highest among auto retail peers) . ABG’s 2024 total shareholder return was 13.5%, which increased PSU payout via the TSR modifier . The Board credited Clara with driving same‑store growth and integration of large acquisitions ahead of his promotion to COO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Asbury Automotive Group | Chief Operating Officer | Feb 2025–present | Expanded remit spans store operations plus development/innovation and key marketing functions |
| Asbury Automotive Group | SVP, Operations | 2020–Feb 2025 | Led store operations; contributed to same‑store growth and successful integration of large acquisitions |
| Asbury Automotive Group | VP Market Ops; Managing Market Director; GM; Sales/Finance roles | 2002–2019 | Progressive operating leadership from frontline retail to regional/corporate roles |
Fixed Compensation
| Component | 2024 | 2025 change |
|---|---|---|
| Base salary (annualized) | $750,000 | Increased to $800,000 effective Feb 17, 2025 (upon promotion to COO) |
| Perquisites/Other comp (reported) | $27,247 (demonstrator vehicle cost and 401(k) match) | General policy: select officers receive car allowance ($800/month) or demonstrator vehicle; executives are eligible for standard benefits |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Target/Payout Design | Actual/Outcome |
|---|---|---|---|
| EBITDA (adjusted per plan) correlated with USAAS | 80% | Threshold 85% of target; Target 100%; Max 115% (payouts 50%/100%/200% respectively; linear interpolation by USAAS) | 2024 USAAS 15.8M ⇒ threshold $923.9M; target $1,087.0M; max $1,250.0M; ABG Adjusted EBITDA $985.0M = 69% of target (55% payout on this component) |
| Strategic objectives (acquisition integration, ESG progress, operating margin vs peers) | 20% (+ up to 10% Committee discretion) | 0% to 40% based on achievement; Committee could add up to 10% for strategic initiatives | Committee awarded 30% for strategic objectives and +10% discretionary, bringing total plan payout to 95% of target |
| Individual payout (Daniel Clara) | — | Target 85% of salary; threshold 42.5%; max 170% | Actual payment $605,625 (95% of target) |
Long‑Term Equity (2024 program)
| Element | Design | 2024 Grant (Clara) | Performance Result/Vesting |
|---|---|---|---|
| RSUs | 40% of annual equity; time‑vested ratably over 3 years | 1,844 RSUs on 2/20/2024 | Vest 1/3 on each of the first three anniversaries of grant (generally subject to continued service) |
| PSUs | 60% of annual equity; one‑year performance (FY2024) then ratable 3‑yr vesting; metrics: 70% absolute adjusted EPS vs USAAS matrix; 30% adjusted EPS growth vs auto retail peers; TSR modifier ±10% (cap 150%; floor 100% if TSR -20%+) | Target 2,767 PSUs; max 4,151 PSUs | Absolute EPS score 36%; relative EPS growth 34%; TSR +10%; total payout 80% of target ⇒ 2,214 shares awarded, vesting in 3 annual installments thereafter (generally subject to continued service) |
2024 Total Reported Compensation (SCT)
| Salary | Stock awards (grant‑date fair value) | Non‑equity incentive (cash bonus) | All other comp | Total |
|---|---|---|---|---|
| $743,269 | $1,000,080 | $605,625 | $27,247 | $2,376,221 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,466 shares as of record date Mar 26, 2025; marked “*” = less than 1% of outstanding (19,657,706 shares outstanding) |
| Stock vested in 2024 | 6,796 shares vested; value realized $1,455,954 |
| Outstanding RSUs/PSUs at 12/31/2024 | RSUs: 1,877 (2/16/22), 2,368 (2/14/23), 1,844 (2/20/24); Market values $456,167; $575,495; $448,147 respectively (based on $243.03 close) |
| 2024 PSU grant status | Target 2,767; earned 2,214 shares at 80% payout; vest ratably over 3 years post‑determination |
| Vesting schedule details | 2/16/22 RSUs vest on 3rd anniversary; 2/14/23 RSUs vest 50% on each of 2nd/3rd anniversaries; 2/20/24 RSUs vest 1/3 annually over 3 yrs; 2024 PSUs vest 1/3 annually after performance determination (generally subject to continued service) |
| Ownership guidelines | NEOs (other than CEO/CFO) must hold ≥2x base salary in ABG shares; 5 years to comply; all current NEOs have achieved requirements or have time remaining |
| Hedging/pledging | Officers subject to Exchange Act reporting are prohibited from pledging or hedging ABG stock; all insiders are prohibited from hedging |
Employment Terms
| Provision | Terms (Clara) |
|---|---|
| Agreement type | Severance Agreement (non‑CEO executives) |
| Severance (no CIC) | If terminated without cause or resigns for specified “good reason”: 1x base salary, 1 year benefits continuation, and pro‑rated bonus based on what would have been earned for the year; subject to release and restrictive covenants (confidentiality, non‑compete, non‑solicit) |
| Change‑in‑control (equity) | ABG 2019 Equity Plan uses double‑trigger vesting: awards accelerate if not assumed/substituted at closing, or if the executive is involuntarily terminated within 2 years post‑CIC; otherwise awards continue (subject to plan/award terms) |
| Clawback | NYSE/SEC‑compliant clawback added in 2023 for restatements; also recoups for embezzlement/theft/misappropriation and certain overpayments |
| Shareholder‑friendly features | No excise tax gross‑ups on new or materially amended executive agreements; prohibition on option repricing/buyouts without shareholder approval |
Performance Compensation – Plan Mechanics (Detail)
| Plan | Metric | Weight | Target setting | Result |
|---|---|---|---|---|
| 2024 Cash plan | EBITDA vs matrix by USAAS | 80% | Threshold 85%, Target 100%, Max 115% of target; calibrated by USAAS (linear interpolation) | EBITDA $985.0M vs USAAS‑adjusted target $1,087.0M ⇒ 55% payout on this component |
| 2024 Cash plan | Strategic objectives (integration, ESG, op margin vs peers) + Committee discretion | 20% + up to 10% | Committee assessment; 0–40% band; optional +10% | 30% for objectives + 10% discretion = 40% |
| 2024 PSUs | Adjusted EPS vs USAAS matrix | 70% | Threshold/Target/Max EPS by USAAS; strict cap/floors | 36% payout on this element |
| 2024 PSUs | Relative adjusted EPS growth vs auto retail peers | 30% | Committee discretion within band based on rank vs peers | 34% payout on this element |
| 2024 PSUs | TSR modifier | ±10% | +10% if TSR > +10%; -10% if TSR < -10%; cap at 150% | +10% based on 13.5% TSR; total PSU payout 80% |
Investment Implications
- Retention and alignment: Promotion to COO came with a base salary increase to $800,000 and a $1.5M equity package (60% PRSUs/40% RSUs, three‑year vesting), supporting multi‑year retention and performance linkage .
- Pay for performance: 2024 annual bonus paid at 95% of target amid EBITDA/EPS declines, reflecting structured pay outcomes with strategic discretion balanced by financial underperformance .
- Ownership/overhang: Clara’s reported direct beneficial holdings are modest (1,466 shares; <1%); however, he has meaningful unvested RSUs and earned PSUs with scheduled vesting through 2027, indicating potential periodic supply as tranches vest; 6,796 shares vested in 2024 ($1.46M realized) .
- Governance safeguards: Strict anti‑pledging/hedging, robust clawback, double‑trigger CIC equity treatment, and no excise tax gross‑ups mitigate governance risk and align with investor expectations; say‑on‑pay support exceeded 99% in 2024 .
- Execution track record: The Board and CEO cite Clara’s role in same‑store growth and successful integration of large acquisitions, while ABG maintained the highest 2024 adjusted operating margin among peers despite macro headwinds, suggesting operational discipline under his leadership remit .