Shamla Naidoo
ASBURY AUTOMOTIVE GROUPAbout Shamla Naidoo
Independent director of Asbury Automotive Group (ABG); age 60; appointed effective January 1, 2025 and listed as “Director since: 2024” in the director biography . Core credentials: former Global Chief Information Security Officer (CISO) and VP, Technology Risk at IBM (2015–2021), Head of Cloud Strategy & Innovation at Netskope (2021–2024); expertise spans cybersecurity, regulatory compliance, technology risk, and digital transformation . Current ABG board committees: Audit and Compensation & Human Resources; independence affirmed under NYSE and ABG guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | VP, Technology Risk & Global CISO | 2015–2021 | Led cybersecurity threat protection and strategic risk in product portfolio; privacy and regulatory compliance emphasis |
| Netskope | Head of Cloud Strategy & Innovation | 2021–2024 | Drove cloud strategy and innovation; frequent lecturer on privacy and emerging tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QBE North America | Director | Since Jan 2021 | Insurance governance; committee roles not disclosed |
| WisdomTree, Inc. | Director | Since Jun 2023 | Asset management board; committee roles not disclosed |
| Reference Point LLC (acquired by Resources Connection, Inc. in 2024) | Board member | To 2024 | Post‑acquisition status noted; committee details not disclosed |
| Stonebridge Acquisition → Stonebridge II | Director | Jul 2021–Apr 2024 | SPAC/director role; reconstituted as Stonebridge II |
Board Governance
- Committee assignments: Audit; Compensation & Human Resources (not a chair) .
- Independence: Board determined all directors except CEO are independent; categorical standards exceed NYSE in some respects .
- Board leadership: Non‑executive Chair (Thomas J. Reddin); no Lead Independent Director because Chair is independent .
- Executive sessions: 6 executive sessions of non‑management directors held in 2024; Chair presided .
- Service limitations: Age 74 re‑election limit and 5‑year cap for chair roles, with limited waivers .
- Cybersecurity oversight: Audit Committee charter includes oversight of internal controls for material cybersecurity risks and oversight of CIO on cybersecurity; Capital Allocation & Risk Management Committee also shares cybersecurity oversight .
- Committee meeting cadence (signals of engagement): Audit 10; Compensation & HR 9; Capital Allocation & Risk Management 7; Governance & Nominating 5; Board 7 in 2024 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $55,000 | Paid quarterly in advance |
| Equity grant | ~$210,000 common stock; immediate vest | 968 shares granted 2/20/2024 to each non‑management director; grant date fair value $209,950 |
| Meeting fees – in person | $2,000 per Board/Audit/Comp/Gov/Risk mtg | Paid quarterly in arrears |
| Meeting fees – telephonic | $1,000 (Board/Comp/Gov/Risk); $1,500 (Audit) | Transaction Committee meetings $1,500 |
| Non‑Exec Chair retainer | $160,000 | Additional to base director retainer |
| Committee chair retainers | Audit $25,000; Comp $20,000; Gov $15,000; Risk $15,000 | Paid quarterly in advance |
| Perquisite | Use of motor vehicle; related costs covered | Transport, taxes, repair/maintenance |
2024 director compensation for Naidoo: none (appointed 1/1/2025). The proxy’s 2024 director compensation table shows $0 across categories for Naidoo .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Director equity | None (not performance‑based) | Annual grant of common stock, immediate vesting; no PSUs/options for directors disclosed |
No director performance metrics disclosed; director equity vests on grant, which reduces performance linkage relative to PSUs .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None disclosed; ABG states no committee members had interlocks with ABG executives serving on other entities’ boards/comp committees in 2024 .
- Related party safeguards: Governance & Nominating oversees related person transactions; independence determinations considered vehicle purchases/leases by directors/families; Board concluded no impairment of independence .
Expertise & Qualifications
- Cybersecurity, privacy, technology risk, regulatory compliance; frequent lecturer on privacy/emerging technologies .
- Audit/Comp committee membership aligns with risk and human capital oversight needs; Audit Committee financial expert designations were Morrison and Terry (not Naidoo) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Shamla Naidoo | 463 | <1% | Based on 19,657,706 shares outstanding; SEC beneficial ownership definition includes shares acquirable within 60 days |
- Director ownership guideline: At least 5× annual retainer; compliance within 5 years; directors counted owned shares, unvested RSUs, and earned but unvested PSUs toward guideline; all current directors either met or have time to meet .
- Hedging/pledging: Prohibited for directors; pledging or margin arrangements not allowed .
Governance Assessment
- Board effectiveness: Naidoo adds deep cybersecurity and tech‑risk expertise to Audit and Compensation & HR committees, reinforcing oversight of cyber/internal control risks and human capital/pay governance—areas material to multi‑brand auto retail operations and ongoing digital transformation .
- Independence and conflicts: Independence affirmed; related‑party policies robust; discounted vehicle purchase program disclosed and evaluated without impairing independence—no Naidoo‑specific related‑party issues disclosed .
- Alignment signals: Director ownership guideline (5× retainer) and prohibition on hedging/pledging support alignment; however, director equity grants vest immediately, which reduces long‑term performance linkage versus multi‑year vesting .
- Shareholder sentiment: Say‑on‑pay received >99% approval at 2024 meeting—positive governance signal for compensation oversight in which Naidoo now participates; Pay Governance engaged as independent consultant; no consultant conflicts .
- RED FLAGS: None disclosed specific to Naidoo. No interlocks, no hedging/pledging, and independence affirmed. Note immediate vesting of director equity as a modest alignment nuance (not a red flag) .