Thomas J. Reddin
ASBURY AUTOMOTIVE GROUPAbout Thomas J. Reddin
Thomas J. Reddin is the Non-Executive Chairman of the Board at Asbury Automotive Group (ABG), age 64, and has served as a director since 2014. He is an independent director with deep operating experience in consumer marketing, e-commerce, and lending, and holds a CERT Certification in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute . The Board extended his chair term two additional years (exception to the 5‑year chair limit) through the 2026 Annual Meeting due to transformational growth considerations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Dog Ventures LLC | Managing Partner; founded firm | 2007–Present | Early-stage digital portfolio in data/analytics, AI/ML, native advertising; advisory leadership |
| LendingTree.com | CEO; President & Operating Officer; Chief Marketing Officer; senior executive | 1999–2007 | Early team member; built leading online lending/e‑commerce platform |
| Coca-Cola USA | Brand leader (Coca-Cola brand); led bottled water entry | 5 years | Category expansion leadership |
| Kraft General Foods | Brand management and finance roles | 12 years | Long-tenured P&L and finance experience |
External Roles
| Company | Exchange/Industry | Role | Committee Positions | Tenure |
|---|---|---|---|---|
| Tanger, Inc. | Public REIT (outlet retail) | Director | Chair, Compensation Committee; Member, Nominating & Governance Committee | Current |
| Deluxe Corporation | Public technology/payments | Director | Chair, Governance Committee; Member, Compensation Committee | Current |
| Premier Farnell plc | Public electronics distributor | Director | — | 2010–2016 |
| Valassis Communications Inc. | Public marketing services | Director | — | 2010–2014 |
| R.H. Donnelley | Public directories/marketing | Director | — | 2007–2010 |
Board Governance
- Independence: The Board determined all directors other than the CEO (Mr. Hult) are independent; Mr. Reddin qualifies as independent under NYSE and Company standards .
- Board leadership: ABG separates Chairman and CEO roles; independent directors designated Mr. Reddin as Non‑Executive Chairman. No Lead Independent Director is appointed while the Chair is independent .
- Committees: Reddin serves on Capital Allocation & Risk Management; Compensation & Human Resources; Governance & Nominating; and is Chair of the Executive Committee. He also served on the ad hoc Transaction Committee (no meetings held in 2024) .
- Attendance and engagement: In 2024, the Board held seven meetings; non‑management directors held six executive sessions without management, presided over by Reddin. Each director attended at least 75% of Board and committee meetings and all attended the 2024 Annual Meeting .
- Committee activity: Compensation & Human Resources Committee held nine meetings (one joint with Capital Allocation & Risk Management); Governance & Nominating held five; Executive Committee held none in 2024 .
- Service limits: Chair roles generally limited to five years; Board granted Reddin a two-year waiver extending Chair term to the 2026 Annual Meeting .
Fixed Compensation
2024 Director Fee Schedule
| Position | Annual Retainer (Cash) |
|---|---|
| Non‑Management Director | $55,000 |
| Non‑Executive Chairman | $160,000 |
| Audit Committee Chair | $25,000 |
| Capital Allocation & Risk Management Committee Chair | $15,000 |
| Compensation & Human Resources Committee Chair | $20,000 |
| Governance & Nominating Committee Chair | $15,000 |
2024 Meeting Fees
| Meeting Type | Per Meeting Fee |
|---|---|
| Board, Audit, Compensation & HR, Governance & Nominating, Capital Allocation & Risk Management – in person | $2,000 |
| Board, Compensation & HR, Governance & Nominating, Capital Allocation & Risk Management – telephonic | $1,000 |
| Audit Committee telephonic; Transaction Committee | $1,500 |
| Executive Committee (chair only), in person or telephonic | $1,500 |
2024 Reddin Compensation Components
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $255,500 |
| Stock Awards (grant‑date fair value) | $209,950 |
| All Other Compensation (vehicle use, repairs/maintenance) | $30,571 |
| Total | $496,021 |
Notes:
- Non‑management directors received a 2024 grant of common stock valued at approximately $210,000, vesting immediately, and were offered use of a motor vehicle (including transport, taxes, repairs, maintenance) .
Performance Compensation
2024 Equity Awards (Directors)
| Grant Type | Grant Date | Shares | Grant‑Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Common stock | Feb 20, 2024 | 968 | $209,950 | Immediate | None disclosed; director common stock vests immediately |
Performance Metrics Table (Directors)
| Metric Category | Metric | Threshold/Target | Measurement Period | Result/Status |
|---|---|---|---|---|
| Equity award conditions | Performance‑based vesting | Not applicable | Not applicable | No performance conditions disclosed; awards vest immediately |
Other Directorships & Interlocks
- ABG Compensation Committee membership in 2024 included independent directors; none were or had been ABG officers/employees .
- No compensation committee interlocks: No ABG executive served on another entity’s compensation committee where ABG directors served, and vice versa .
Expertise & Qualifications
- 30+ years in consumer marketing, e‑commerce, lending; significant brand/finance stints at Kraft and Coca‑Cola; senior leadership at LendingTree (CEO, President & Operating Officer, CMO) .
- Cybersecurity oversight credential (CERT) from Carnegie Mellon SEI; brings digital/AI/ML and data analytics experience relevant to automotive retail sales/marketing .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding (Record Date) |
|---|---|---|---|
| Thomas J. Reddin | 10,865 | <1% (*) | 19,657,706 |
Director Stock Ownership Guidelines and Compliance
- Guideline: Each director is expected to own at least five times their annual retainer in ABG shares; compliance expected within five years of election/appointment .
- Compliance: All current directors and named executive officers have achieved their ownership requirements or have additional time under the guidelines .
- Hedging/Pledging: Directors and officers are prohibited from pledging or hedging ABG stock; all insiders prohibited from hedging activities .
- Section 16 Compliance: Based on company review and representations, all Section 16(a) filing requirements were met in 2024 .
Related-Party Exposure and Potential Conflicts
- Vehicle Purchase Program: Directors/officers and their families may buy/lease vehicles at a discount; vehicles may be valued over $120,000. Program designed to incent additional sales while retaining gross profit; includes repair/maintenance coverage .
- Independence Determinations: Board reviewed such transactions and concluded they do not impair independence of non‑employee directors or nominees under Corporate Governance Guidelines and NYSE standards .
Say‑on‑Pay & Shareholder Feedback (Company Context)
- 2024 Say‑on‑Pay outcome: Over 99% of votes cast supported NEO compensation; Compensation Committee uses multiple metrics, multi‑year horizons, caps maximum incentives, double‑trigger CIC, and maintains a recoupment policy for fraud or restatement .
Governance Assessment
- Positive signals:
- Independent, experienced Non‑Executive Chair with multi‑industry and digital/cyber background; active membership across key committees (Compensation, Governance & Nominating, Capital Allocation & Risk Management) .
- Strong engagement: presided over six executive sessions; Board met seven times; attendance ≥75% for all directors; full attendance at 2024 Annual Meeting .
- Ownership alignment: robust 5x retainer guideline; hedging/pledging prohibited; Section 16 compliance met .
- No compensation committee interlocks; independent composition of Compensation Committee; active meeting cadence (nine in 2024) .
- Watch items:
- Chair tenure waiver: Board extended Reddin’s Chair role two years beyond the general five‑year limit (term ends at 2026 Annual Meeting) due to transformational growth—appropriate rationale disclosed, but notable deviation from standard rotation policy .
- Director equity grants vest immediately and are not performance‑conditioned, which is typical for directors but reduces explicit pay‑for‑performance linkage in director compensation structure .
- Related‑party vehicle purchases: permitted under policy; Board deemed no independence impairment, but continue monitoring for perquisite magnitude and optics (vehicles may exceed $120,000) .
Committee Assignments (Reddin)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive Committee | Chair | 0 |
| Compensation & Human Resources | Member | 9 (incl. 1 joint with Capital Allocation & Risk Management) |
| Governance & Nominating | Member | 5 |
| Capital Allocation & Risk Management | Member | Not disclosed |
| Transaction Committee (ad hoc) | Member | 0 in 2024 |
Director Compensation Mix (2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $255,500 | Includes Non‑Executive Chairman and director retainers and meeting fees per schedule |
| Equity | $209,950 | 968 shares common stock; immediate vesting; grant date Feb 20, 2024 |
| Perquisites | $30,571 | Vehicle use (incl. repairs/maintenance), IRS incremental cost basis |
Equity Ownership Guidelines: Director minimum holding is 5× annual retainer with five years to comply; all current directors have achieved or have time remaining .
Notes on Independence and Executive Sessions
- Independent status affirmed (NYSE and Company standards); Board considered vehicle program transactions and validated independence .
- Six executive sessions of non‑management directors in 2024; Reddin presided as Non‑Executive Chair .