Maureen F. Morrison

About Maureen F. Morrison

Independent director at Asbury Automotive Group (ABG) since 2019; age 70. Former PwC partner (career began 1976; partner in 1987; retired 2015) with 35+ years in public accounting focused on complex accounting, finance, M&A, and capital markets. She is Chair of ABG’s Audit Committee and designated an “audit committee financial expert”; she also sits on the Capital Allocation & Risk Management and the Compensation & Human Resources committees. She currently serves as Chair of the Board of ePlus inc., and previously served on the board of Safeguard Scientifics, Inc. .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than the CEO are independent under NYSE and ABG’s stricter categorical standards; Morrison is independent and meets added independence for Audit and Compensation committees .
• Committee leadership and membership: Audit (Chair; financial expert), Capital Allocation & Risk Management (member), and Compensation & Human Resources (member) .
• Attendance and engagement: In 2024, the Board held 7 meetings and each current director attended at least 75% of Board/committee meetings. All directors attended the 2024 Annual Meeting. Non-management directors held six executive sessions .
• Audit Committee composition and expertise: Committee members were Morrison (Chair), Fay, James, Naidoo, and Terry; Morrison and Terry qualify as audit committee financial experts .

Fixed Compensation (Director)

• Director fee framework (2024): Annual cash retainers—Non-Management Directors: $55,000; Committee Chairs—Audit: $25,000, Compensation & HR: $20,000, Capital Allocation & Risk Management: $15,000, Governance & Nominating: $15,000; Board Chair: $160,000 .
• Meeting fees (2024): In-person meetings—Board/Audit/Comp/Gov/CARMC $2,000; telephonic—Board/Comp/Gov/CARMC $1,000; Audit telephonic and Transaction Committee $1,500; Executive Committee chair only $1,500 .

Performance Compensation (Director)

• Annual equity: In 2024 non-management directors received a common stock grant valued at approximately $210,000 (968 shares), vesting immediately upon grant; Morrison’s reported grant-date fair value was $209,950. No options disclosed .
• Perquisites: Directors were offered use of a motor vehicle; Morrison’s “All Other Compensation” was $31,219 in 2024 related to vehicle use, repair and maintenance .

Other Directorships & Interlocks

• Current other public board: ePlus inc. (Chair of the Board; committees as noted). No disclosed compensation committee interlocks or insider participation issues; ABG states no interlocks among Compensation Committee members (Morrison included) and other companies’ executives .

Expertise & Qualifications

• Financial reporting and audit: 35+ years at PwC; led audits for global tech companies; designated ABG Audit Committee financial expert .
• Capital allocation and risk: Member, Capital Allocation & Risk Management Committee overseeing capital strategy, M&A evaluations, and enterprise risk .
• Governance leadership: Current Chair of the Board at ePlus; committees in audit and governance at ePlus; extensive committee leadership at PwC .

Equity Ownership

• ABG beneficial ownership: 6,624 shares as of March 26, 2025 record date (beneficial ownership table) . Prior year: 5,911 shares as of March 25, 2024 record date .
• Ownership guidelines: Directors are expected to own at least 5x annual retainer value; ABG notes all current directors have achieved their requirement or have time remaining under the five-year compliance window .
• Hedging/pledging: Directors are prohibited from hedging and pledging ABG stock .

Director Compensation (Total)

Notes: 2024 director equity grants were immediately vested common stock; perquisite reflects use of a vehicle provided by ABG .

Say‑on‑Pay & Shareholder Feedback

• 2023 Annual Meeting: Say‑on‑Pay received 20,076,298 “For” vs 125,654 “Against” (approx. 99.4% approval) .
• Proxies affirm “over 99%” support in 2023 and 2024 cycles, which the Compensation & HR Committee interpreted as strong endorsement of pay design .

Related Party Transactions & Conflicts

• Vehicle program: ABG maintains an employee/director vehicle purchase program permitting discounted purchases/leases; some directors and family members used the program (including vehicles over $120,000). Reviewed under ABG’s Related Person Transactions policy, which evaluates materiality, arm’s‑length terms, and Code of Conduct compliance .
• Hedging/pledging policy: Directors prohibited from hedging or pledging ABG stock, reducing alignment risks .
• Independence review: Purchases/leases by directors were considered and did not impair independence determinations .

Governance Assessment

• Strengths:

  • Audit Chair with deep audit/accounting credentials; designated financial expert, enhancing financial reporting and controls oversight .
  • Broad committee engagement across Audit, Capital Allocation & Risk Management, and Compensation & HR, supporting cross‑functional risk oversight .
  • Clear independence, anti‑hedging/pledging, and ownership guidelines bolster alignment and investor protections .
  • Strong Say‑on‑Pay outcomes indicate investor support for compensation governance .

• Watch items / potential investor sensitivities:

  • Director perquisites (vehicle use) and a discounted vehicle purchase/lease program exist; though reviewed under policy, some investors view board perqs cautiously. Highlight and monitor disclosures annually. .
  • Attendance is disclosed only in aggregate (≥75% for all directors) rather than individually; continue monitoring for any individual attendance shortfalls in future proxies .
  • Age/service limits: ABG’s guideline sets 74 as re‑election age cap unless waived (max twice). Morrison, age 70, remains within the limit; watch for any waivers near the cap to assess refreshment discipline .

• Compensation structure (director):

  • Mix skews to cash retainers/meeting fees plus immediately vested common stock grants (no options). Equity grants improve alignment but immediate vesting (vs. deferred units) provides less holding incentive; however, ownership guidelines partially offset this .

• Compensation committee independence and advisors:

  • Compensation & HR Committee composed of independent directors; retains independent consultant Pay Governance, with no conflicts found—supports robust pay governance .

• RED FLAGS: None material disclosed specific to Morrison (no related‑party transactions tied to her beyond broad vehicle programs; no hedging/pledging; no interlocks) .