Philip F. Maritz
ASBURY AUTOMOTIVE GROUPAbout Philip F. Maritz
Independent Director of Asbury Automotive Group (ABG), age 64, serving since 2002. Committees: Capital Allocation & Risk Management, Governance & Nominating, and Executive. Background includes co-founder and President of Maritz, Wolff & Co.; President of Maritz Properties (founded 1990); Managing Director of Broadreach Capital Partners; member of the Council on Foreign Relations, with deep experience in real estate investment, luxury brand strategy, and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maritz, Wolff & Co. | Co-founder & President | Not disclosed | Real estate/luxury hotels; strategic, operational and transactional risk evaluation expertise relevant to ABG |
| Maritz Properties | Founder & President | Founded 1990 | Commercial real estate development/investment; strategic management experience |
| Broadreach Capital Partners | Managing Director | Not disclosed | Financial/investment experience; contributes to risk management and strategy |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Rosewood Hotels & Resorts | Director (private) | Hospitality | Privately-held company directorship noted |
| Dolce Hotels & Resorts | Director (private) | Hospitality | Privately-held company directorship noted |
| Council on Foreign Relations | Member | Non-profit | Policy/foreign relations network |
| Princeton University Art Museum Advisory Council | Member | Non-profit/academic | Governance and oversight exposure |
| Stanford Business School Management Board | Member | Academic | Strategic management board experience |
| American University of Cairo | Member | Academic | Non-profit/academic governance |
| Metropolitan Museum of Art | Member | Non-profit | Cultural institution governance |
| New York Landmarks Conservancy | Member | Non-profit | Preservation organization governance |
Public company directorships for Mr. Maritz are not disclosed in ABG’s proxy; his listed board roles are private and non-profit organizations .
Board Governance
- Independence: Board determined all directors (except the CEO) are independent under NYSE and ABG categorical standards; Maritz qualifies as independent .
- Committee assignments: Member of Capital Allocation & Risk Management, Governance & Nominating, and Executive Committees (not a chair) .
- Attendance and engagement: Board held 7 meetings in 2024; each current director attended at least 75% of Board/committee meetings; non-management directors held six executive sessions; all directors attended the 2024 Annual Meeting .
- Board structure and practices: Annual election of directors, executive sessions, mandatory retirement age of 74, and prohibition on hedging/pledging; 9 of 10 nominees are independent .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $84,000 | Aggregate Board/committee retainers and meeting fees |
| Stock Awards | $209,950 | 968 shares granted 2/20/2024; grant-date fair value per ASC 718 |
| All Other Compensation | $21,244 | Vehicle use incremental cost (includes repairs/maintenance) |
| Total | $315,194 | Sum of cash, equity, and perquisites |
Director Fee Program (Non-management; 2024):
- Annual retainers: Director $55,000; Committee Chairs: Audit $25,000; Capital Allocation & Risk $15,000; Compensation & Human Resources $20,000; Governance & Nominating $15,000; Non-Executive Chairman $160,000 .
- Meeting fees: In-person Board/Audit/Comp/Governance/Capital Allocation & Risk $2,000; telephonic Board/Comp/Governance/Capital Allocation & Risk $1,000; telephonic Audit/Transaction Committee $1,500; Executive Committee meetings payable to chair only $1,500 .
- Equity/perquisites: ~$210,000 in common stock (vests immediately on grant) and offered use of a motor vehicle (transport, taxes, repairs, maintenance covered) .
Performance Compensation
| Item | Detail | Vesting/Performance |
|---|---|---|
| Director Equity Grant (2024) | 968 common shares; grant-date fair value $209,950; granted 2/20/2024 | Vests immediately; no performance conditions disclosed for director grants |
ABG’s proxy does not disclose performance metrics tied to director compensation (director equity grants are time-based and immediately vested) .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Private company | Rosewood Hotels & Resorts | Director | No disclosed ABG transactional relationships; Board independence affirmed after review of director relationships |
| Private company | Dolce Hotels & Resorts | Director | Same as above |
| Non-profit/academic | Multiple (CFR, Princeton Art Museum, Stanford GSB Board, AUC, Met Museum, NY Landmarks) | Member | Broader network exposure; no conflicts disclosed |
Expertise & Qualifications
- Real estate investment and management, strategic/operational leadership at Maritz, Wolff & Co. and Maritz Properties; private equity real estate (Broadreach Capital Partners) .
- Luxury brand marketing/sales and strategic management experience relevant to ABG’s customer experience and brand positioning .
- Board cites his insights into evaluating operational, financial, and transactional risks; valuable member of Governance & Nominating, Capital Allocation & Risk Management, and Executive Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Philip F. Maritz | 6,932 | * (less than 1%) | Based on 19,657,706 shares outstanding as of the Record Date |
Stock Ownership Guidelines and Policies:
- Directors must own at least five times their annual retainer in ABG shares; equity ownership includes owned shares, unvested RSUs/restricted shares, and earned but unvested PSUs; compliance expected within five years; all current directors have achieved or have time remaining .
- Hedging/pledging: ABG prohibits directors/officers from hedging or pledging ABG stock or subjecting it to margin calls; all insiders prohibited from hedging ABG stock .
Insider Trades Summary:
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | ABG states all Section 16(a) filing requirements were met for 2024; consult Forms 3/4/5 for transaction-level details |
Governance Assessment
- Independence and committee roles: Maritz is independent, sits on risk, governance, and executive committees—positions aligned with his investment and luxury brand expertise; no chair roles indicate influence without concentrated control .
- Attendance/engagement: Board/committee attendance ≥75% and participation in executive sessions suggests adequate engagement; full attendance at the 2024 Annual Meeting improves investor confidence .
- Ownership alignment: Equity grants and 5x retainer ownership guideline, plus hedging/pledging prohibitions, support alignment and reduce misalignment risk; beneficial ownership is modest but policy-driven compliance is in place .
- Conflicts/related party exposure: Vehicle purchase program exists for directors/families; Board reviewed such transactions and determined no impairment to independence; no related-party transactions tied to Maritz’s external entities disclosed .
- Refreshment risk: Long tenure (director since 2002) may raise typical refreshment considerations; mitigants include mandatory retirement age of 74 and ongoing board self-assessments and executive sessions .
RED FLAGS: None disclosed specific to Maritz. Hedging/pledging prohibited; independence affirmed after review; attendance thresholds met; director equity grants are immediately vested (common market practice for directors) .