William D. Fay
ASBURY AUTOMOTIVE GROUPAbout William D. Fay
Independent director of Asbury Automotive Group (ABG) since 2021; age 69. Former senior Toyota executive with 38+ years of OEM experience across sales, marketing, dealer relations, customer experience and omnichannel. Currently serves as Chair of ABG’s Capital Allocation & Risk Management Committee and is a member of the Audit, Governance & Nominating, and Transaction Committees. Classified as an independent director under NYSE and ABG standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America | SVP, Automotive Operations (Toyota & Lexus) | 2017–2020 | Senior oversight of OEM operations (sales, marketing, channel) |
| Toyota Motor Sales, USA | Group VP & General Manager (Toyota Division) | 2014–2017 | Led Toyota Division strategy and execution |
| Toyota Motor Sales, USA | Group VP – Toyota Marketing (Toyota Division) | 2010–2014 | Marketing leadership, brand and demand generation |
| Toyota Motor Sales, USA | VP – Toyota Sales | 2007–2010 | National sales leadership |
| Toyota Motor Sales, USA | General Manager (Boston/Los Angeles Regions) | 1995–2007 | Regional P&L and dealer network leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in ABG’s proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO are independent; Fay is independent |
| Committees | Audit (Member); Capital Allocation & Risk Management (Chair); Governance & Nominating (Member); Transaction (Member) |
| Committee activity (2024) | Audit: 10 meetings; Capital Allocation & Risk Management: 7 meetings (incl. joint sessions); Governance & Nominating: 5 meetings; Transaction: 0 meetings in 2024 |
| Board meetings (2024) | 7 meetings; all current directors attended ≥75% of total Board and committee meetings |
| Board leadership | Non-executive Chair (Thomas J. Reddin); no Lead Independent Director given independent Chair |
| Executive sessions | 6 executive sessions of non-management directors in 2024 |
Fixed Compensation
| Component (2024) | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (Non-Management Director) | $55,000 | |
| Chair retainer (Capital Allocation & Risk Management) | $15,000 | |
| Meeting fees | In-person Board/Audit/Comp/Gov/CARM: $2,000; Telephonic Board/Comp/Gov/CARM: $1,000; Audit telephonic & Transaction: $1,500 | |
| Vehicle benefit | Use of motor vehicle; company covers transport, taxes, repair/maintenance | |
| William D. Fay – Fees earned (cash) | $110,500 (retainers + meeting fees) | |
| William D. Fay – All other compensation | $27,759 (vehicle-related incremental cost) |
Performance Compensation
| Equity Element (2024) | Details | Value |
|---|---|---|
| Annual director equity grant | Common stock grant to each non-management director; ~210,000 grant-date fair value; vested immediately upon grant | Approx. $210,000; 968 shares on 2/20/2024; grant-date fair value $209,950 |
| William D. Fay – Stock awards (2024) | Equity value in 2024 director comp | $209,950 |
Note: Director equity awards vested immediately and were not performance-conditioned; no bonus/option/PSU structures apply to non-employee directors .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public-company boards | None disclosed for Fay in ABG proxy |
| Compensation committee interlocks | ABG disclosed no interlocks involving Fay in 2024; named members did not include Fay |
Expertise & Qualifications
- 38+ years in automotive OEM operations (sales, marketing, dealer relations, customer experience, omnichannel) .
- Capital allocation and risk oversight as Chair of ABG’s Capital Allocation & Risk Management Committee (acquisitions/divestitures, risk identification, cybersecurity oversight in coordination with the CIO) .
- Governance experience via membership on Governance & Nominating and Audit Committees .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Fay) | 3,435 shares |
| Shares outstanding (Record Date 3/26/2025) | 19,657,706 |
| Ownership as % of outstanding | ~0.017% (3,435 / 19,657,706) |
| Vested vs. unvested | Director 2024 grant vested immediately; overall breakdown not itemized for Fay |
| Hedging/pledging | Prohibited for directors and officers (no pledging; hedging banned) |
| Ownership guidelines | Directors expected to own ≥5x annual retainer; compliance required within 5 years; all current directors either compliant or within compliance window |
Insider Trades (Section 16)
| Date | Type | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| 02/19/2025 | Stock award (grant) | 713 | $0.00 | 3,435 |
ABG also reported Fay’s beneficial ownership of 3,435 shares in the 2025 proxy, consistent with the above .
Related-Party Transactions and Conflicts
- Vehicle purchase/lease program: ABG allows directors/officers and their families to purchase or lease vehicles at a discount; Board reviewed such transactions (including in 2024) and determined they did not impair independence under ABG and NYSE standards .
- No loans or other related-party transactions involving Fay were disclosed; ABG’s Related Person Transactions Policy outlines review criteria (materiality, arm’s length terms, Code of Conduct compliance) .
Say-on-Pay and Shareholder Feedback (Context for Governance Quality)
- 2024 say-on-pay approval exceeded 99% of votes cast; committee noted this affirmed support for compensation approach .
- Independent compensation consultant (Pay Governance) engaged; committee determined no conflicts of interest .
Compensation Structure Insights (Director Program)
| Element | 2024 Structure | Implications |
|---|---|---|
| Cash vs. equity mix | Cash retainer/meeting fees + immediate-vest common stock (~$210k value) | Equity aligns directors with shareholders; immediate vesting reduces retention lever vs. RSUs with service vesting |
| Chair premium | Additional fee for committee chairs (e.g., CARM Chair $15k) | Reflects oversight complexity in capital allocation and risk |
| Perquisites | Vehicle benefit (incremental cost reported individually) | Standard for sector; transparent reporting |
Governance Assessment
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Strengths
- Deep, relevant industry expertise (OEM, dealer relations, commercial execution) directly additive to an auto retail board .
- Robust committee roles, including chairing Capital Allocation & Risk Management, which oversees capital deployment, M&A, enterprise risk and cybersecurity—key value drivers for ABG .
- Independence affirmed; hedging/pledging prohibited; director ownership guidelines in place with compliance expectations .
- Board and committee activity levels high; executive sessions held; at least 75% attendance threshold met for all current directors in 2024 .
-
Watch items / potential flags
- Director vehicle purchase/lease program could present optics risk; however, Board reviewed these transactions and concluded no impairment of independence .
- Immediate vesting of director equity (vs. multi-year vesting) offers less retention incentive; however it increases immediate alignment via unrestricted ownership .
- Transaction Committee held no meetings in 2024; continued monitoring of M&A oversight cadence advisable given ABG’s acquisitive strategy .
-
Net view: Fay’s OEM background and current chair role on capital allocation and risk are positives for investor confidence and strategic oversight. No independence or interlock issues disclosed; ownership and anti-hedging policies strengthen alignment .