Juanita T. James
ASBURY AUTOMOTIVE GROUPAbout Juanita T. James
Independent director at Asbury Automotive Group (ABG), age 72, serving on the Board since 2007 and currently Chair of the Governance & Nominating Committee and a member of the Audit Committee . Background includes President & CEO of Fairfield County’s Community Foundation (2011–2022), senior leadership roles at Pitney Bowes (2002–2010) across marketing, communications, HR transformation, and SAP HR/payroll implementation, EVP of Marketing & Editorial at Doubleday Direct, and a 20-year career at Time Warner with 12 years in senior management . The Board highlights her senior leadership, sales/marketing/brand expertise, investor relations and communications experience, and prior public company audit/nominating committee experience as core credentials for ABG’s automotive retail business oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairfield County’s Community Foundation | President & CEO | Oct 2011 – Oct 2022 | Led regional philanthropy; senior-level leadership experience cited by ABG |
| Pitney Bowes, Inc. | VP & Chief Marketing and Communications Officer; VP & Chief Communications Officer; VP, Direct Marketing Strategy & Business Development; VP, Project Leader HR Transformation | 2002–2010 (various); VP/CMCO May 2007–Nov 2010; VP/CCO Oct 2006–May 2007; Direct Marketing Oct 2004–Oct 2006; HR Transformation 2002–2004 | Led global SAP HR/payroll implementation and first shared services initiative; expertise in sales, marketing, brand, IR, communications |
| Doubleday Direct, Inc. | EVP, Marketing & Editorial | Prior to 1999 | Senior marketing/editorial leadership |
| Time Warner, Inc. | Senior management roles | 20-year career; 12 years in senior management | Broad media leadership; Board cites senior-level experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Rouse Company (former public company) | Audit Committee member; Chair, Nominating & Governance | Prior | Public company oversight in accounting/financial reporting and governance |
| University of Connecticut (Board of Trustees) | Chair, Compensation Committee | Prior | Compensation oversight in higher education governance |
| Not-for-profit boards | Various | Prior/current | Numerous not-for-profit board service augmenting governance experience |
Board Governance
- Independence: The Board determined all directors except the CEO (Mr. Hult) are independent under NYSE rules and ABG’s categorical independence standards; audit and compensation committee independence criteria also met .
- Committee assignments: James is Audit Committee member and Chair of Governance & Nominating in 2025 and previously served on the Compensation & Human Resources Committee in 2024 while chairing Governance & Nominating .
- Meeting cadence and attendance: In 2024, the Board held seven meetings; each director attended at least 75% of Board/committee meetings, and all directors attended the 2024 Annual Meeting of Stockholders; non‑management directors held six executive sessions without management, presided over by the Non‑Executive Chairman .
- Committee workload: The Audit Committee held ten meetings in 2024; Governance & Nominating held five meetings in 2024 .
- Governance policies: Director equity ownership guideline of at least 5× annual retainer; hedging and pledging of Asbury stock prohibited for directors/officers; all current directors have achieved ownership requirements or have additional time under the guidelines .
- Related-person transactions oversight: Board reviewed vehicle purchases/leases by directors/families and concluded none impaired independence under ABG standards and NYSE listing standards; employee/director vehicle purchase program exists and sometimes involves vehicles valued over $120,000 .
2025 Director Election Outcome (Signal of investor support)
| Nominee | FOR | WITHHELD | BROKER NON-VOTES |
|---|---|---|---|
| Juanita T. James | 18,292,704 | 271,558 | 604,436 |
Fixed Compensation
Director Fee Structure (2024 program)
| Position/Meeting Type | Amount |
|---|---|
| Non‑Management Director annual retainer | $55,000 |
| Governance & Nominating Committee Chair annual retainer | $15,000 |
| Audit Committee Chair annual retainer | $25,000 |
| In‑person Board/Audit/Comp/Governance/CAR meetings (per meeting) | $2,000 |
| Telephonic Board/Comp/Governance/CAR meetings (per meeting) | $1,000 |
| Telephonic Audit Committee and Transaction Committee meetings (per meeting) | $1,500 |
| Executive Committee meetings (Chair only) | $1,500 |
| Perquisite: use of motor vehicle (offered) | Offered; incremental cost disclosed in proxy |
Juanita T. James – Fixed Compensation (YoY)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $106,000 | $104,000 |
| All Other Compensation ($) | $16,697 | $21,660 |
| Total ($) | $277,601 | $335,610 |
All other compensation represents estimated incremental vehicle use cost; 2024 description references IRS-based methodology; 2023 description details direct costs, transport/taxes, repair/maintenance, and pro‑rated difference to sale price plus lost interest income estimate .
Performance Compensation
Equity Grants to Non‑Management Directors (Structure and Vesting)
| Item | 2023 | 2024 |
|---|---|---|
| Shares granted to each non‑management director | 667 shares (grant date: Feb 14, 2023) | 968 shares (grant date: Feb 20, 2024) |
| Grant date fair value (each director) | $154,904 | $209,950 |
| Vesting terms | Not specified in 2024 proxy for 2023 grants | Vested immediately upon grant |
Juanita T. James – Equity Awards (YoY)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $154,904 | $209,950 |
| Shares Granted (count) | 667 | 968 |
| Vesting | Not specified | Immediate vest |
Performance Metrics Tied to Director Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Performance‑linked director pay metrics (e.g., TSR, EBITDA, ESG) | None disclosed in proxy director compensation; equity is time‑based stock grant | None disclosed; stock grant vests immediately; no options/PSUs reported for directors |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for James in ABG’s 2025 proxy biography .
- Prior public company board experience: The Rouse Company (Audit Committee member; Chair of Nominating & Governance) .
- Compensation Committee interlocks: In 2024, the Compensation & Human Resources Committee included Ryan‑Berman (Chair), Alsfine, James, Morrison, Reddin, Terry; no interlocks with other companies’ executives/comp committees were reported . In 2023, the committee included Ryan‑Berman (Chair), James, Morrison, Terry; no interlocks reported .
Expertise & Qualifications
- Senior leadership across philanthropy (FCCF), marketing/brand/communications (Pitney Bowes, Doubleday Direct), and media (Time Warner), with Board‑cited strengths in sales, marketing, brand management, investor relations, and communications .
- Audit/nominating governance experience from The Rouse Company; Board views her as experienced in accounting principles, financial reporting rules, evaluating financial results, and overseeing public company reporting processes .
- Governance leadership as Chair of Governance & Nominating Committee at ABG and prior chair roles externally (e.g., University of Connecticut Compensation Committee) .
Equity Ownership
| Item | 2024 Proxy Record Date | 2025 Proxy Record Date |
|---|---|---|
| Shares Outstanding at Record Date | 20,172,120 | 19,657,706 |
| Juanita T. James – Shares Beneficially Owned | 7,205 | 7,569 |
| Ownership % | * (less than 1%) | * (less than 1%) |
- Director stock ownership guideline: At least 5× annual retainer; all current directors have achieved requirements or have additional time to achieve them .
- Hedging and pledging: Prohibited for directors/officers subject to Exchange Act reporting; all insiders prohibited from hedging ABG stock .
Governance Assessment
- Board effectiveness and engagement: James chairs Governance & Nominating and serves on Audit, aligning her skill set with board composition, governance policy oversight (including equity ownership compliance and related person transaction policy), and financial reporting oversight; committee meeting cadence indicates active engagement (Audit: 10; Governance & Nominating: 5 in 2024) .
- Investor confidence signals: Strong say‑on‑pay support (~99.4% FOR at 2024 Annual Meeting) and robust individual director vote support for James in 2025 (18.29M FOR vs. 0.27M WITHHELD) indicate broad investor alignment with governance and board composition .
- Alignment and incentives: Director equity grants (968 shares; $209,950 grant date fair value; immediate vest) provide equity exposure; ownership guideline of 5× retainer reinforces alignment, and hedging/pledging prohibitions mitigate misalignment risk .
- Conflicts and related‑party risk: Vehicle use perquisite is disclosed and quantified; director/employee vehicle purchase program exists, yet the Board reviewed director/family vehicle transactions and determined independence was not impaired—mitigating related‑party optics though investors should monitor this program .
- Committee interlocks: No compensation committee interlocks reported, reducing risk of cross‑company pay inflation or conflicted information flows .
- Attendance and governance process: Directors meeting attendance ≥75%, full attendance at the 2024 Annual Meeting, and six executive sessions for non‑management directors support effective independent oversight .