Jed M. Milstein
ASBURY AUTOMOTIVE GROUPAbout Jed M. Milstein
Jed M. Milstein (age 56) is Senior Vice President & Chief Human Resources Officer at Asbury Automotive Group (ABG). He has served as CHRO since January 2018 after joining ABG in July 2016 as Vice President & CHRO. He holds a J.D. from George Washington University Law School and a BBA from the University of Michigan . For 2024, ABG reported adjusted EPS of $27.08 and a one‑year TSR of 13.5%, which fed into PSU outcomes via the performance grid and TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Asbury Automotive Group | SVP & Chief Human Resources Officer | Jan 2018 – Present | Not disclosed in proxy |
| Asbury Automotive Group | VP & Chief Human Resources Officer | Jul 2016 – Jan 2018 | Not disclosed in proxy |
| AmeriCold Logistics, LLC | EVP & Chief Human Resources Officer | May 2013 – Jul 2016 | Not disclosed in proxy |
| TransCentra, Inc. | EVP of Human Resources | Dec 2011 – May 2013 | Not disclosed in proxy |
| Cerberus Operations & Advisory Co., LLC | Various executive management positions | Jan 2008 – May 2013 | Not disclosed in proxy |
| Broadridge Financial Solutions, Inc. | VP HR Shared Services | 2007 – 2008 | Not disclosed in proxy |
| ADP | HR roles | 1998 – 2007 | Not disclosed in proxy |
| State of New Jersey / Carpenter, Bennett & Morrissey | Deputy Attorney General; Associate (labor & employment) | Not disclosed | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed in DEF 14A |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (paid) | $552,692 | $594,808 | $621,635 |
| Annualized Base Salary (as of 2024) | — | — | $625,000 |
| Target Bonus (% of Salary) | — | — | 85% |
| Actual Annual Cash Incentive (paid) | $943,500 | $525,300 | $504,688 |
Notes:
- 2024 annual cash incentive structure: 80% EBITDA (correlated with USAAS) and 20% predetermined strategic objectives; Committee also reviews other initiatives .
- 2024 actual annual bonus paid to Milstein equaled 95% of target ($504,688 on a $531,250 target) .
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcome
| Component | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| EBITDA (correlated with USAAS) | 80% | Company-set goals | Not disclosed by component | Part of 95% of target payout |
| Strategic Objectives | 20% | Company-set goals | Not disclosed by component | Part of 95% of target payout |
| Total | 100% | Target = 85% of salary | 95% of target achieved | $504,688 |
Long-Term Equity – 2024 Grants and PSU Performance
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| RSU | 2/20/2024 | 1,660 | $360,037 |
| PSU (Target) | 2/20/2024 | 1,245 (Target); 2,490 (Target total allocation shown separately); 3,735 (Max) | $540,056 |
PSU performance framework and 2024 outcome:
- Metrics: Absolute 1‑Year EPS (70% weight) and Adjusted EPS Growth Relative to Peers (30% weight), with a TSR modifier of ±10 percentage points; maximum payout capped at 150% .
- 2024 results: Adjusted EPS $27.08 (36% of target under EPS metric), EPS growth vs peers payout 34%, TSR +13.5% added +10%, for an overall payout of 80% of target .
- Milstein’s 2024 PSU outcome: Target PSUs 2,490; earned shares awarded 1,992; vesting in thirds beginning after payout determination, then on second and third anniversaries (continued employment required) .
2024 Stock Vested
| Metric | Shares Vested | Value Realized |
|---|---|---|
| Milstein – Stock Awards | 3,806 | $821,479 |
Vesting mechanics:
- RSUs generally vest ratably over three years (first three anniversaries of grant) .
- Earned PSUs vest one‑third on the later of first anniversary of grant and payout determination, then in equal installments on the second and third anniversaries .
Equity Ownership & Alignment
Beneficial Ownership (Record Date basis)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jed M. Milstein | 7,264 | <1% of 19,657,706 shares |
Outstanding Equity Awards at 12/31/2024 (Unvested/Unearned)
| Award Type | Grant Date | Unvested/Unearned Units | Indicative Value Basis |
|---|---|---|---|
| RSU/earned PSU (unvested) | 2/16/2022 | 1,525 | $370,621 @ $243.03 |
| RSU/earned PSU (unvested) | 2/14/2023 | 1,950 | $473,909 @ $243.03 |
| RSU (unvested) | 2/20/2024 | 1,660 | $403,430 @ $243.03 |
| PSU (unearned, max) | 2/20/2024 | 3,735 (max) | $907,717 @ $243.03 (max scenario) |
Ownership policies and alignment:
- Ownership guidelines: NEOs must hold shares ≥2x base salary; ABG states all current directors and NEOs have achieved requirements or have additional time under the guidelines .
- Hedging/pledging: Officers subject to Exchange Act reporting are prohibited from pledging and all insiders are prohibited from hedging ABG stock .
Employment Terms
Severance Agreement (Milstein)
- If terminated without cause or resigns for specified “good reason”: one year base salary, one year benefits continuation, and a pro‑rated bonus for the year of termination (subject to release and restrictive covenants, including non‑compete and non‑solicit) .
- Equity under 2019 Plan: Generally double‑trigger vesting in a change in control (CIC) unless awards are replaced; acceleration if not replaced or if involuntarily terminated within two years post‑CIC .
Potential Payments if Separation Occurred at 12/31/2024
| Scenario | Base Salary | Bonus | Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Qualifying Termination (No CIC) | $625,000 | $504,688 | — | — | $1,129,688 |
| Qualifying Termination (With CIC) | $625,000 | $504,688 | — | $1,853,104 | $2,982,792 |
| Death/Disability | — | — | — | $1,853,104 | $1,853,104 |
Change in control definition (summary): includes 35% ownership threshold, certain business combinations where pre‑deal holders own <50% post‑deal, board turnover, or liquidation/dissolution approval .
Compensation Structure Analysis
- Mix shift toward equity: Stock awards rose from $649,880 (2022) to $900,094 (2024) while cash bonus declined from $943,500 (2022) to $504,688 (2024), increasing at‑risk equity weighting for Milstein .
- Annual bonus leverage maintained: 2024 threshold/target/max set at 42.5%/85%/170% of salary; 2024 payout at 95% of target .
- PSUs remain performance‑centric: 2024 PSU payout at 80% of target driven by EPS and relative EPS growth metrics with a TSR modifier .
- Governance features: No excise tax gross‑ups; double‑trigger CIC; no option repricing; robust recoupment policy; hedging/pledging prohibited .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support exceeded 99% of votes cast, indicating strong investor alignment with the compensation framework .
Additional Context on Company Performance Metrics
- Pay versus Performance “most important measures”: Adjusted EBITDA, Adjusted EPS, and Adjusted Operating Margin (used for SEC pay‑versus‑performance disclosures) .
Investment Implications
- Alignment: Milstein’s pay design ties annual incentives to EBITDA/USAAS and strategic execution, and long‑term incentives to EPS/relative growth with a TSR modifier, supporting shareholder alignment through multi‑year vesting and performance conditioning .
- Retention vs. dilution: Unvested RSUs and earned PSUs that vest over three years (plus unearned PSUs outstanding) create continued retention hooks; realized vesting in 2024 (3,806 shares; $821k) indicates a steady cadence of deliverable equity that could create modest, periodic supply but within typical NEO ranges .
- Downside/cost controls: One‑year cash severance plus pro‑rated bonus (no CIC tax gross‑ups) and double‑trigger equity acceleration limit windfall risk while still providing CIC protection—balanced from an investor perspective .
- Ownership discipline: 2x salary ownership guideline and explicit prohibitions on pledging/hedging reduce alignment and financing risk; proxy notes all current NEOs have met or are within the allowed window to meet guidelines .