Dean Calloway
ASBURY AUTOMOTIVE GROUPAbout Dean Calloway
Dean A. Calloway, age 57, is Senior Vice President, General Counsel & Secretary of Asbury Automotive Group (ABG) since July 2024. He joined Asbury in October 2013 after serving as a litigation partner in the Atlanta office of an Am Law 15 firm. He holds a J.D. from The Law School at the University of Chicago, an M.S. from Carnegie Mellon University, and a B.S. from the University of Washington. As General Counsel, he advises senior leadership on automotive franchise law, corporate governance, litigation, regulatory compliance, cybersecurity, and human resources .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Asbury Automotive Group | Senior Vice President, General Counsel & Secretary | Jul 2024–present | Leads legal/governance, advising on franchise law, governance, litigation, compliance, cybersecurity, HR |
| Asbury Automotive Group | Legal department (joined) | Oct 2013–Jun 2024 | Progressed to GC in 2024; provided legal counsel across corporate matters |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Am Law 15 firm (Atlanta) | Litigation Partner | Pre-2013 | Led complex litigation; groundwork for corporate legal leadership |
Fixed Compensation
| Metric | 2024 figure | Notes |
|---|---|---|
| Annualized base salary (as of 2024) | $600,000 | Set upon promotion to SVP, GC & Secretary effective July 1, 2024 |
| Salary actually paid in 2024 | $472,308 | Prorated across prior and new roles |
| Target annual cash bonus | 58% of base salary | NEO cash incentive plan structure for 2024 |
| Actual annual cash bonus paid | $281,055 | “95% of Target” per plan payout |
| Perquisites (“All Other Compensation”) | $9,600 | Automobile allowance |
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Metric | Weighting | Target | Actual payout | Design notes |
|---|---|---|---|---|
| EBITDA (subject to adjustments) correlated with U.S. Annual Auto Sales (Wards USAAS) | 80% | Part of overall 58% of salary target opportunity | 95% of target payout (company-wide) | Pre-established goals; Committee review of other initiatives |
| Strategic objectives | 20% | Included in above | 95% of target payout | Predetermined objectives |
Equity Awards (2024 grants)
| Instrument | Grant date | Shares/Units | Grant-date fair value | Vesting terms |
|---|---|---|---|---|
| RSUs (annual grant) | 2/20/2024 | 692 | $150,088 | Vests in substantially equal installments on each of the first three anniversaries of grant |
| RSUs (promotion grant) | 7/1/2024 | 1,314 | $299,907 | Vests in substantially equal installments on each of the first three anniversaries of grant |
| PSUs (2024 program) | 2/20/2024 | Threshold 346; Target 691; Max 1,037 | $149,871 | Earned based on 2024 performance; 1/3 vests on later of first anniversary and payout determination, remainder vests equally on 2nd and 3rd anniversaries |
2024 PSU outcome
| Target PSUs (2024) | Shares awarded under 2024 PSU program | Vesting cadence |
|---|---|---|
| 691 | 553 | One-third eligible to vest after payout determination/first anniversary; remainder in equal amounts on second and third anniversaries |
2024 equity totaled $599,866 (aggregate grant-date fair value) across RSUs and PSUs .
Equity Ownership & Alignment
Beneficial ownership (record date for 2025 proxy)
| Holder | Shares beneficially owned | % of outstanding | Shares outstanding (context) |
|---|---|---|---|
| Dean Calloway | 2,111 | <1% (denoted “*”) | 19,657,706 |
Outstanding equity awards at 12/31/2024 (unvested/uneamed)
| Grant | Type | Units outstanding | Vesting details |
|---|---|---|---|
| 2/16/2022 | RSUs/earned PSUs | 282 | Vests on the third anniversary of the grant date (2/16/2025) |
| 2/14/2023 | RSUs/earned PSUs | 421 | Vests in substantially equal installments on second and third anniversaries (2/14/2025 and 2/14/2026) |
| 2/20/2024 | RSUs | 692 | Vests in substantially equal installments on each of the first three anniversaries (2025/2026/2027) |
| 7/1/2024 | RSUs | 1,314 | Vests in substantially equal installments on each of the first three anniversaries (2025/2026/2027) |
| 2/20/2024 | PSUs (maximum potential) | 1,037 | Earned based on 2024 performance; vesting as described above for earned portion |
Additional alignment and policy considerations:
- Stock ownership guidelines: other NEOs must hold ≥2× base salary; CEO 5×, CFO 3×; five-year compliance window; equity counted includes owned shares, unvested RSUs/RSUs and earned-but-unvested PSUs .
- Hedging/pledging: Directors and officers are prohibited from hedging or pledging ABG stock or subjecting it to margin calls .
- 2024 vested shares: 811 shares vested for Mr. Calloway, with $174,965 value realized, indicating meaningful equity flowing to realized compensation as awards vest .
Employment Terms
- Severance agreement: If terminated without cause or for good reason (mandatory relocation >50 miles, material pay cut, or material diminution of duties), receives one year of base salary, one year of benefits continuation, and a pro-rated annual bonus (including any non-equity incentive plan payments) for the year of termination. Agreements include confidentiality, non-compete and non-solicit; breach allows the company to cease severance payments. No severance on death, disability, retirement, voluntary resignation, or for cause .
- Equity on change in control (2019 Plan): Double-trigger vesting (acceleration only if awards are not assumed/replaced by acquiror or if involuntarily terminated within two years after a change in control) .
Potential payments (assuming separation as of 12/31/2024)
| Scenario | Base salary continuation | Bonus | Benefits | Equity acceleration | Total |
|---|---|---|---|---|---|
| Qualifying termination (no change in control) | $600,000 | $427,500 | — | — | $1,027,500 |
| Qualifying termination with change in control | $600,000 | $427,500 | — | $826,545 | $1,854,045 |
| Death or disability | — | — | — | $826,545 | $826,545 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid at 95% of target, reflecting formulaic outcomes, and 2024 PSUs awarded below target (553 vs 691), indicating performance sensitivity. Mix of RSUs and PSUs aligns compensation with results and shareholder value creation .
- Retention dynamics and vesting overhang: Multi-year vesting across 2025–2027 (notably around 2/14, 2/16, 2/20, and 7/1 each year) suggests steady retention hooks; monitor trading plans around these windows for potential liquidity-driven selling, though company policy prohibits pledging and hedging, reducing alignment risks .
- Change-of-control economics: Moderate CIC value for Calloway (~$1.85M, including ~$0.83M equity acceleration), typical for a non-CEO NEO and subject to double-trigger—limiting windfall risk while providing retention in strategic transactions .
- Ownership and alignment: Direct beneficial ownership is modest (2,111 shares, <1%), but unvested RSUs/PSUs and strict ownership guidelines (2× salary for NEOs, 5-year compliance) support long-term alignment; Section 16 compliance history indicates strong internal controls (only a single late Form 4 in 2023 for a different insider due to admin error) .