Anne Taylor
GROUP 1 AUTOMOTIVEAbout Anne Taylor
Anne Taylor is an independent director of Group 1 Automotive, Inc. (GPI), age 69, serving since 2018; she chairs the Compensation & Human Resources (CHR) Committee and sits on the Audit Committee . She is the former Vice Chairman and Managing Partner of Deloitte’s Houston office, with earlier roles including Regional Managing Partner, Chief Strategy Officer, and Global Leader for e-business; she joined Deloitte in 1987 and retired in 2018 . Taylor holds B.S. and M.S. degrees in Engineering from the University of Utah and pursued PhD studies at Princeton University . The Board has determined she is independent under NYSE and SEC rules, and the CHR and Audit committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Vice Chairman & Managing Partner, Houston; prior roles: Regional Managing Partner, Chief Strategy Officer, Global Leader for e-business | 1987–2018 | Participated in audit committee meetings for many Deloitte clients; chaired strategic review of proposed separation of Deloitte Consulting; first woman on Deloitte U.S. executive committee and Deloitte Global management committee . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chord Energy (formerly Whiting Petroleum) | Director | Current | Public company directorship; energy sector . |
| Southwestern Energy Company | Director | Former | Public company directorship; energy sector . |
| Memorial Hermann Hospital System | Director | Current | Non-profit health system board . |
| Greater Houston Partnership; United Way of Greater Houston; Junior Achievement; Central Houston, Inc. | Board roles; chaired Central Houston | Former | Community and civic leadership . |
| Bravanti | Consultant | Current | Leadership acceleration consulting . |
| World Economic Forum Technology Pioneer Program | Strategic partner advisor | Former | External advisory role . |
Board Governance
| Committee | Role | 2024 Meetings | Key Oversight Focus |
|---|---|---|---|
| Compensation & Human Resources (CHR) | Chair | 6 | Executive compensation design/approval; incentive plan metrics; CEO comp recommendation; succession planning; human capital management; compensation risk oversight . |
| Audit | Member | 7 | Financial reporting; internal controls; internal/external auditor oversight; compliance; cybersecurity internal controls; legal/ethical/regulatory programs . |
| Independence & Attendance | — | — | Board and committees are majority independent; CHR and Audit fully independent; overall board meeting attendance 98.1%; overall board and committee attendance 99.4%; 100% attendance at 2024 annual meeting . |
| Risk & AI Oversight | — | — | FRM Committee oversees risk assessment, cybersecurity/data protection, capital structure, and AI strategy and risk management; Audit oversees cybersecurity compliance . |
- Say-on-Pay approval: Approximately 98% in favor at the 2024 annual meeting (signal of investor support for CHR program under Taylor’s chairship) .
- Independent compensation consultant: Pearl Meyer re-engaged in 2024; determined independent; attended all CHR meetings .
- Governance safeguards: Clawback policy on incentive-based compensation; prohibitions on short sales, hedging, and pledging for directors/officers; rigorous stock ownership requirements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 | $90,000 |
| Stock Awards ($) | $199,969 | $224,867 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | $1,270 | $988 |
| Total ($) | $281,239 | $315,855 |
2024 Director Pay Structure
- Annual Cash Retainer: $65,000
- CHR Committee Chair Fee: $25,000
- Equity Retainer: ~$225,000 (restricted stock or RSUs)
- No meeting fees; retainers paid quarterly .
- RSUs settle in cash upon retirement, death or disability; dividends on RSUs settled in cash at termination; grants vest immediately upon grant .
Performance Compensation
| Equity Award Detail | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| Annual equity retainer (RSUs elected) | Jan 2, 2024 | 739 RSUs | $224,867 | Vests immediately; RSUs settle in cash upon retirement, death or disability; accrued dividends settled in cash upon departure . |
- Directors receive time-based restricted stock or RSUs; no performance-conditioned director equity; no options granted to directors .
Other Directorships & Interlocks
| Company/Entity | Sector | Relationship to GPI | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Chord Energy | Energy (E&P) | Unrelated line of business | No direct customer/supplier overlap disclosed; no related-party transactions noted in 2024 donations review . |
| Southwestern Energy (former) | Energy (E&P) | Unrelated line of business | Historical role; no current interlock . |
| Deloitte & Touche LLP (GPI’s auditor) | Audit | Auditor ratified for 2025 | Taylor is former Deloitte vice chair and Audit Committee member; Board affirmed independence for committee members; optics warrant monitoring notwithstanding independence determination . |
Expertise & Qualifications
- Financial, governance, and technology/cyber expertise; M&A and HR/cultural experience; international and P&L responsibility; financially literate .
- Engineering academic background (B.S./M.S., University of Utah; PhD studies at Princeton) .
- CHR Chair experience leading pay-for-performance frameworks and succession planning .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 533 shares |
| RSUs Held (non-voting; count toward ownership guidelines) | 10,811 RSUs |
| Ownership as % of Shares Outstanding | <1% (13,041,128 shares outstanding as of Mar 19, 2025) |
| Director Stock Ownership Guideline | 10x annual cash retainer |
| Compliance with Ownership Guideline | Directors have met or are expected to meet within required timeframe |
| Hedging/Pledging | Prohibited for directors/officers |
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Jan 6, 2025 | Form 4 | Statement of changes in beneficial ownership by Anne Taylor filed with SEC |
| May 2, 2025 | Form 4 | Statement of changes in beneficial ownership by Anne Taylor filed with SEC (XML filing) |
Note: Directors typically file Form 4s to report annual equity retainer grants or settlement-related changes; grant specifics for 2024 outlined above .
Governance Assessment
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Strengths
- Independent CHR Chair overseeing robust pay governance: use of independent consultant; clear metrics; strong say-on-pay support (98%) .
- Strong board engagement and attendance; independent board leadership; rigorous stock ownership requirements; prohibitions on hedging/pledging .
- CHR and Audit Committees fully independent; comprehensive clawback policy aligned with NYSE rules .
-
Watch items / RED FLAGS
- Discretionary adjustment to 2024 adjusted net income for AIP payouts due to the CDK cyber incident (from $531M to $548M) increased executive annual incentives; while justified by operational recovery, this introduces subjectivity into pay outcomes under Taylor’s CHR leadership .
- Auditor interlock optics: Deloitte is GPI’s independent auditor while Taylor is a former Deloitte vice chair and Audit Committee member; Board affirms independence under rules, but investors may scrutinize perceived ties; continued transparency on auditor oversight and independence is advisable .
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Overall implications
- Governance posture appears investor-friendly with independent oversight structures and high engagement. CHR’s measured use of discretion during a cyber disruption should be monitored for precedent, but broader safeguards (clawback, ownership, no hedging/pledging) support alignment .