Hilliard C. Terry, III
ASBURY AUTOMOTIVE GROUPAbout Hilliard C. Terry, III
Independent director at Asbury Automotive Group (ABG), age 55; director since 2022. Current ABG committee assignments: Audit and Capital Allocation & Risk Management; designated an Audit Committee Financial Expert. Prior roles include Executive Vice President & CFO of Textainer (2012–2018), Vice President & Treasurer at Agilent (joined 1999; led IR through HP spin-off/IPO), and earlier investor relations/investment banking positions at Verifone (1995–1999), Kenetech (1993–1995), and Goldman Sachs (1991–1993) . The Board has determined he is independent under NYSE and ABG categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Textainer Group Holdings Limited | Executive Vice President & Chief Financial Officer | Jan 2012 – Oct 2018 | Former public-company CFO; finance, capital allocation, corporate development |
| Agilent Technologies, Inc. | Vice President & Treasurer; led Investor Relations during HP spin-off and IPO | Joined 1999 (years in role not separately disclosed) | IR leadership through significant corporate event; treasury |
| Verifone, Inc. | Investor Relations | 1995 – 1999 | Investor-facing communications in payments sector |
| Kenetech Corporation | Investment Banking/IR | 1993 – 1995 | Capital markets exposure in alternative energy |
| Goldman Sachs & Co. | Investment Banking | 1991 – 1993 | Foundational finance experience |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Columbia Banking System, Inc. | Director | Audit & Compliance; Enterprise Risk Management; Nominating & Governance |
| Upstart Holdings, Inc. | Director; Audit Committee Chair | Audit (Chair) |
| Private companies (two) | Director | Not disclosed |
Board Governance
- Independence: ABG Board determined all directors except the CEO are independent; Terry qualifies under NYSE and ABG categorical standards .
- Committee memberships: Audit; Capital Allocation & Risk Management; designated Audit Committee Financial Expert .
- Historical committee service: Served on the Compensation & Human Resources Committee during 2024; no interlocks identified with ABG executives at other companies’ compensation committees .
- Attendance: Board held 7 meetings in 2024; each current director attended at least 75% of Board and committee meetings on which they served . Audit Committee held 10 meetings; Capital Allocation & Risk Management held 7; non-management directors held 6 executive sessions in 2024 .
- Board composition and leadership: 90% independent; non-executive Chair (Thomas J. Reddin); no Lead Independent Director given independent Chair .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-management directors) | $55,000 | Paid quarterly in advance |
| Meeting fees – in person | $2,000 per meeting | Board, Audit, Compensation & HR, Governance & Nominating, Capital Allocation & Risk Management |
| Meeting fees – telephonic (Audit/Transaction) | $1,500 per meeting | Audit telephonic; Transaction Committee |
| Meeting fees – telephonic (others) | $1,000 per meeting | Board, Compensation & HR, Governance & Nominating, Capital Allocation & Risk Management |
| Equity grant | 968 shares; grant-date fair value $209,950 | Granted 2/20/2024; vested immediately upon grant |
| Vehicle use (perquisite) | Estimated incremental cost | Includes transport, taxes, repair/maintenance |
| 2024 Director Compensation – Hilliard C. Terry, III | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $89,000 |
| Stock Awards (grant-date fair value) | $209,950 |
| All Other Compensation (vehicle program) | $34,141 |
| Total | $333,091 |
Performance Compensation
| Metric Type | Structure | 2024 Detail |
|---|---|---|
| Director equity performance linkage | None disclosed; annual common stock grant vests immediately | 968 shares granted 2/20/2024; immediate vest; no director PSUs/options disclosed |
ABG’s performance-based compensation structures (EBITDA/EPS/TSR, PSUs) apply to executives; not to non-management directors .
Other Directorships & Interlocks
| Company | Sector Overlap with ABG | Potential Interlock/Conflict Notes |
|---|---|---|
| Columbia Banking System, Inc. | Banking; ABG relies on consumer auto financing broadly | No related-person transactions disclosed involving Terry; purchases under standard employee/director vehicle program noted generally . Independence affirmed despite vehicle purchases . |
| Upstart Holdings, Inc. | Consumer lending; technology | No ABG-related transactions disclosed; Terry serves as Audit Chair . |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep finance, capital allocation, corporate development experience as former public-company CFO .
- Investor-facing leadership (IR at Agilent during HP spin-off/IPO); capital markets and treasury acumen .
- Current risk oversight exposure through bank and fintech boards (audit, ERM, governance committees) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Hilliard C. Terry, III | 2,957 | <1% | As of record date March 26, 2025; 19,657,706 shares outstanding |
| Ownership Guidelines (Directors) | 5x annual retainer | Compliance status: achieved or within allowed time | Includes owned shares, unvested RSUs, and earned but unvested PSUs |
| Hedging/Pledging | Prohibited for directors/officers | — | ABG prohibits hedging and pledging; short-term trading discouraged |
| Section 16 Compliance | All filing requirements met (2024) | — | Company review and representations indicate compliance |
Governance Assessment
- Strengths:
- Independence affirmed; Audit Committee Financial Expert designation strengthens oversight of financial reporting and cybersecurity risk oversight .
- Active committee engagement (Audit; Capital Allocation & Risk Management; prior Compensation & HR service), with Board/committee attendance ≥75% .
- Director pay structure balanced (cash retainer, meeting fees, equity grant) with modest perquisites; equity ownership guidelines at 5x retainer and anti-hedging/pledging policy support alignment .
- Signals of investor confidence:
- 2024 say‑on‑pay approval over 99% indicates broad support for compensation governance (executive program) .
- Related-party/conflict review:
- No related‑person transactions involving Terry disclosed; general director vehicle purchase program overseen under policy; independence maintained .
- RED FLAGS:
- None disclosed: no pledging/hedging exceptions, no option repricing, no tax gross‑ups; compensation consultant independence affirmed .