David W. Hult
ASBURY AUTOMOTIVE GROUPAbout David W. Hult
David W. Hult is President & Chief Executive Officer of Asbury Automotive Group and has served in this role since January 2018; he is also a Director (since 2018) and sits on the Executive Committee (age 59) . 2024 performance used in incentives included adjusted EPS of $27.08, adjusted EBITDA of $985.0 million, and adjusted operating margin of 5.8% (highest among automotive retail peers per the Company); total shareholder return for 2024 was 13.5% . Asbury emphasizes pay-for-performance with 86% of Hult’s 2024 target total compensation delivered through at-risk elements (PSUs/RSUs and annual incentive) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Asbury Automotive Group | EVP & Chief Operating Officer | Nov 2014–Dec 2017 | Led day-to-day operations prior to CEO role; deep Company knowledge supports strategy execution . |
| RJL-McLarty-Landers Automotive Holdings, LLC | Chief Operating Officer | Jan 2013–Nov 2014 | Operated a large franchise/dealership platform; strengthened multi-dealership operating discipline . |
| Group 1 Automotive, Inc. | VP Fixed Ops & Marketing; Regional VP (East); Market Director (New England) | Jun 2004–Jul 2012 | Ran GM/regional/market operations across major retail geographies; developed margins and throughput capabilities . |
External Roles
No external public-company directorships or committee roles for Hult are disclosed in the 2025 proxy; prior U.S. Army service is noted as background .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,292,308 | $1,300,000 | $1,300,000 |
| All Other Compensation ($) | $30,503 | $31,082 | $31,835 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weight | Target | Actual | Payout vs Target | Notes/Vesting |
|---|---|---|---|---|---|
| EBITDA (adjusted for non-core items) | 80% | At USAAS 15.8M, target EBITDA interpolated to $1,087.0M | Adjusted EBITDA $985.0M | 55% component payout (69% achievement × 80% weight) | Cash; paid after year-end; Hult’s actual cash incentive $1,667,250 . |
| Strategic Objectives | 20% | Integration of Koons/LHM/TCA; ESG advancement; operating margin vs peers | Achieved/exceeded (highest operating margin among peers) | 30% payout added | Committee used discretion based on integrations/ESG/margins . |
| Committee Discretion | Up to +10% | Strategic initiatives | Applied | +10% | Final total payout: 95% of target . |
| CEO Annual Incentive Parameters | Threshold (% salary) | Target (% salary) | Max (% salary) | Actual ($) |
|---|---|---|---|---|
| Hult | 67.5% | 135% | 270% | $1,667,250 |
Long-Term Equity (2024 PSUs/RSUs)
| Award Type | Grant Date | Target/Granted | Fair Value | Metrics/Weighting | Actual Payout | Vesting |
|---|---|---|---|---|---|---|
| PSUs | 2/20/2024 | 16,598 target PSUs | $3,599,940 | Adjusted EPS absolute (70%); EPS growth vs automotive peers (30%); TSR ±10% modifier, max 150% | 80% of target (13,278 shares awarded) | Earned PSUs vest ratably over 3 years beginning on the later of 1st anniversary of grant and payout determination date, subject to continued employment . |
| RSUs | 2/20/2024 | 11,066 RSUs | $2,400,105 | Time-based | N/A | Ratable vesting over three years beginning on first anniversary of grant date . |
PSU Determination Detail (2024):
- Adjusted EPS achieved: $27.08 → 36% payout under absolute EPS metric; relative EPS growth ranked third vs peers → 34% payout; TSR +13.5% → +10% modifier; final cumulative payout 80% of target .
Three-Year Mix (CEO)
86% of CEO’s target total compensation in 2024 was at-risk (annual incentive + PSUs/RSUs), supporting pay-for-performance alignment .
Multi-Year CEO Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $1,292,308 | $1,300,000 | $1,300,000 |
| Stock Awards ($ grant-date fair value) | $3,749,834 | $4,999,895 | $6,000,045 |
| Non-Equity Incentive Plan Compensation ($) | $3,510,000 | $1,807,650 | $1,667,250 |
| All Other Compensation ($) | $30,503 | $31,082 | $31,835 |
| Total ($) | $8,582,645 | $8,138,627 | $8,999,130 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 42,842 shares; less than 1% of outstanding . |
| Shares Outstanding | 19,657,706 (record date for 2025 meeting) . |
| Ownership as % of Outstanding | ~0.22% (42,842 ÷ 19,657,706) . |
| Ownership Guidelines | CEO must own ≥5× base salary; directors ≥5× annual retainer; CFO ≥3×; other NEOs ≥2×; compliance expected within 5 years; Company states all current directors and NEOs have achieved requirements or have time remaining . |
| Hedging/Pledging | Prohibited for directors and officers; pledging or margining Asbury stock is not allowed . |
| Insider Trading Policy | Robust policy governing transactions in Company securities; attached as Exhibit 19.1 to 2024 Form 10-K . |
| Outstanding Unvested Equity (YE 2024) | RSUs not vested by grant: 2/16/22: 8,797; 2/14/23: 13,924; 2/20/24: 11,066; PSUs (max unearned): 2/20/24: 24,897; market/payout values calculated at $243.03 close on 12/31/2024 per table . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Employment agreement amended Aug 21, 2017 and Jun 5, 2020; auto-renewals; current term extended and automatically renews unless notice given (with specified advance notice requirements) . |
| Base/Tgt Bonus | Base salary set at $1.0M effective 1/1/2018, subject to periodic review; annual bonus target initially 125% of base salary; eligible for annual equity/LTI awards; monthly auto allowance and demonstrator vehicle . |
| Severance (non-CIC) | If not extended and under age 65, terminated without cause, or resigns for good reason: 200% base salary + 100% target annual bonus; pro-rated actual-year bonus; 12 months health/welfare continuation; accelerated vesting of awards scheduled to vest in 364 days post-termination . |
| Severance (CIC double-trigger) | If terminated without cause or resigns for good reason within 2 years post-CIC: 200% base salary + 200% target annual bonus; pro-rated bonus at target; 24 months health/welfare; vesting of all unvested equity/LTI awards effective on change in control . |
| Retirement (≥65) | Upon retirement after age 65, all unvested equity/LTI awards continue to vest on original schedules . |
| Restrictive Covenants | Confidentiality, non-compete, non-solicit; breach permits stopping payments and recovery of 50% of severance paid pre-breach . |
| Clawback | NYSE/SEC-compliant clawback for excess incentive-based comp on restatement; broader recoupment for fraud/embezzlement/errors; recovery generally mandatory with limited exceptions . |
| Definitions | Detailed “Cause” and “Good Reason” definitions, consistent with industry practice; “Cause” includes willful misconduct, fraud, felony, material breach; “Good Reason” includes material diminution of duties/comp, relocation >50 miles, Company breach . |
Board Service & Governance
- Director since 2018; Executive Director designation; Committee: Executive Committee .
- Board leadership separated: Non-Executive Chairman is independent (Thomas J. Reddin); no Lead Independent Director needed given independent Chair; 90% of directors are independent; Hult is not independent as an employee, mitigating dual-role concerns via separate chair and independent committees .
- Board/committee meetings: seven Board meetings in 2024; each director attended ≥75% of meetings; non-management directors held six executive sessions without management .
- Employee directors do not receive director retainers or fees; director fee structure applies only to non-management directors .
Performance & Track Record
- 2024 adjusted EPS: $27.08 (used for PSU determination); adjusted EBITDA: $985.0M; adjusted operating margin: 5.8%, highest among automotive retail peers per Company; USAAS was 15.8M (Wards Intelligence) informing EBITDA targets .
- TSR in 2024: 13.5%, which triggered a +10% PSU payout modifier, capped by plan limits .
- Strategic execution: Committee cited successful integration of Koons, Larry H. Miller, and Total Care Auto acquisitions and advancement of ESG strategy in 2024 as drivers of bonus outcomes .
- Annual say-on-pay support was strong at the prior meeting (>99% approval), indicating shareholder endorsement of the pay program structure .
Compensation Peer Group (for benchmarking and relative metrics)
- Automotive Retailers: AutoNation, Group 1 Automotive, Lithia Motors, Penske Automotive Group, Sonic Automotive (Automotive Peer Group) .
- Non-Automotive Retailers: Advance Auto Parts, CarMax, Carvana, DICK’s Sporting Goods, Genuine Parts, LKQ, Murphy USA, Goodyear, Tractor Supply, Williams-Sonoma; median annual revenue ~$17.5B for this set per Company’s benchmarking .
Compensation Structure Analysis
- Mix: Increased equity intensity over time; 2024 stock awards grant-date fair value of $6.0M vs $5.0M in 2023 and $3.75M in 2022; annual cash incentive down with performance variability ($1.67M in 2024 vs $1.81M in 2023; $3.51M in 2022), consistent with pay-for-performance .
- Equity type: PSUs (60% of LTI) and RSUs (40% of LTI); no stock options disclosed and plan prohibits repricing/buyouts of underwater options without shareholder approval .
- Metrics: Annual bonus tied predominantly to EBITDA adjusted for USAAS; PSUs tied to adjusted EPS absolute and relative EPS growth, with TSR modifier; multi-year vesting supports retention .
Related Party Transactions and Policies
- Vehicle purchase program: officers/directors and family may purchase/lease vehicles at a discount; some vehicles in 2024 valued over $120,000; Board reviews for arm’s-length terms and conflicts .
- Hedging/pledging prohibited for insiders; categorical independence standards exceed NYSE minimums .
Risk Indicators & Red Flags
- Positive: Double-trigger change-in-control vesting; recoupment/clawback compliant with NYSE/SEC; prohibition on hedging/pledging; capped maximum incentive payouts; independent consultant (Pay Governance) with annual conflict review; strong say-on-pay support (>99%) .
- Watch items: Vesting schedules create predictable equity delivery dates that may coincide with potential Form 4 activity; monitor for insider sales around RSU/PSU vest dates and blackout windows per policy .
Employment Terms (Severance/Change-of-Control Economics) – Summary Table
| Scenario | Cash Multiple | Bonus Treatment | Benefits Continuation | Equity Treatment |
|---|---|---|---|---|
| Non-CIC Qualifying Termination (no cause / good reason / non-renewal under age 65) | 200% base salary + 100% target bonus | Pro-rated bonus based on actual performance | 12 months | Accelerate awards scheduled to vest within 364 days . |
| CIC Double-Trigger (within 2 years post-CIC) | 200% base salary + 200% target bonus | Pro-rated bonus at target | 24 months | All unvested awards vest at change-in-control; 2019 Plan generally uses double-trigger unless Committee decides otherwise . |
| Retirement at ≥65 | N/A | N/A | N/A | Unvested equity continues to vest post-retirement . |
Investment Implications
- Alignment: High at-risk pay mix (86% for CEO) with performance-contingent PSUs, EBITDA-driven annual bonus, and TSR modifier, supports alignment with shareholder outcomes while discouraging excessive risk through capped payouts and multi-metric design .
- Retention/Change-of-Control: Robust double-trigger CIC protection (2× salary and 2× target bonus, full equity vesting), and non-CIC severance (2× salary and 1× target bonus) are competitive; these reduce retention risk during strategic transactions but increase potential transaction costs .
- Ownership/Trading Signals: Beneficial ownership is modest (~0.22% of shares outstanding), but strict anti-pledging and ownership guidelines (≥5× salary for CEO) plus continued vesting at retirement suggest long-term alignment; monitor predictable RSU/PSU vesting dates and ensuing Form 4s for selling pressure indicators .
- Execution: 2024 outcomes reflect resilient margins (highest among peers) despite lower EPS/EBITDA, with incentive payouts adjusted for USAAS and TSR; continued focus on integration and ESG was rewarded, indicating Committee emphasis on strategic execution beyond pure financials .