Carin M. Barth
GROUP 1 AUTOMOTIVEAbout Carin M. Barth
Independent director since 2017 (age 62), Audit Committee Chair, and member of the Finance/Risk Management and Governance & Corporate Responsibility Committees. Co‑Founder and President of LB Capital, Inc. (since 1988), former CFO of the U.S. Department of Housing and Urban Development (2004–2005), and former Commissioner of the Texas Department of Public Safety (2008–2014). Holds a B.S. in Economics from the University of Alabama and an MBA from Vanderbilt University (Owen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LB Capital, Inc. | Co‑Founder & President | Since 1988 | Private equity leadership; M&A/operator experience |
| U.S. Department of Housing and Urban Development | Chief Financial Officer | 2004–2005 | Federal CFO; financial reporting and controls |
| Texas Department of Public Safety | Commissioner | 2008–2014 | Oversight role; public safety governance |
| Mountain Capital, LLC | Operating Partner | Not disclosed | PE operating partner experience |
| Ronald McDonald House of Houston | Former Board Member; Emeritus | Not disclosed | Civic governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Black Stone Minerals, L.P. | Director | Current | Public company board |
| Enterprise Products Holdings LLC | Director | Current | Public company board |
| BBVA USA Bancshares, Inc. | Director | Former | Public company board |
| Halcón Resources Corporation | Director | Former | Public company board |
| The Welch Foundation | Board Member | Current | Non‑profit board |
Board Governance
- Committee assignments: Audit (Chair); Finance/Risk Management; Governance & Corporate Responsibility .
- Audit Committee composition and mandate: four independent directors; oversight of financial reporting, internal controls, compliance; Barth designated as an “audit committee financial expert” .
- Committee activity: Audit 7 meetings; CHR 6; GCR 4; FRM 4 in 2024 .
- Independence: 7 of 9 nominees independent; Audit/CHR/GCR composed exclusively of independent directors; annual independence review found no material relationships; no charitable donations to organizations affiliated with directors/officers in 2024 .
- Attendance: 98.1% overall attendance at six Board meetings; 99.4% overall attendance across Board and committee meetings; 100% attendance at 2024 Annual Meeting .
- Board leadership: Independent Non‑Executive Chair (separated Chair/CEO roles) .
- Risk oversight: FRM oversees ERM, capital structure, cyber/data protection, AI strategy and risk; Audit oversees cyber compliance/internal controls; regular Board reports .
Fixed Compensation
| Component | Amount/Terms | 2024 Barth Cash | Notes |
|---|---|---|---|
| Annual cash retainer | $65,000 | $65,000 | Paid quarterly; no meeting fees |
| Audit Committee Chair retainer | $30,000 | $30,000 | Chair premium |
| Other chair retainers | $25,000 (CHR, FRM, GCR) | N/A | Not applicable to Barth in 2024 |
| Total cash fees (Barth) | — | $95,000 | Matches $65k + $30k |
| Non‑employee director meeting fees | None | — | No additional meeting fees |
2024 Director Compensation (Barth):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Change in Pension Value and Deferred Comp Earnings ($) | Total ($) |
|---|---|---|---|---|
| Carin M. Barth | 95,000 | 224,867 | 59 | 319,926 |
Additional compensation policy details:
- Equity retainer: $225,000 paid as restricted stock or RSUs; 739 shares/units granted January 2, 2024; value based on average high/low price on grant date .
- RSUs/restricted stock vest immediately upon grant; RSUs settle in cash upon retirement, death, or disability; accrued RSU dividends settled in cash at separation .
- Directors cannot currently defer new compensation under the Deferred Compensation Plan; previously deferred amounts remain until scheduled payment .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Settlement |
|---|---|---|---|---|---|
| RSUs (annual equity retainer) | Jan 2, 2024 | 739 | 224,867 | Immediate vest on grant | Cash upon retirement/death/disability; dividends in cash at separation |
Directors do not receive performance‑based equity metrics or options; the company does not currently grant options to employees or directors .
Other Directorships & Interlocks
| External Entity | Relationship to GPI | Interlock/Conflict Notes |
|---|---|---|
| Black Stone Minerals, L.P. | Unrelated sector | No apparent supplier/customer interlock with auto retail disclosed |
| Enterprise Products Holdings LLC | Unrelated sector | No apparent supplier/customer interlock with auto retail disclosed |
| BBVA USA Bancshares; Halcón Resources | Former roles | Former public boards; no current interlock with GPI disclosed |
- Independence review indicates no material relationships; no charitable donations to director‑affiliated entities in 2024 .
Expertise & Qualifications
- Audit committee financial expert; deep experience in finance, accounting, and M&A; former CFO roles and PE operator enhance oversight of controls and capital allocation .
- Senior leadership and P&L accountability; governance experience in public, private, and civic sectors .
- Education: B.S. Economics (Alabama); MBA (Vanderbilt Owen) .
Equity Ownership
| Item | Amount | Date/Definition | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | — | As of March 19, 2025 | No shares beneficially owned; RSUs not counted as beneficial ownership but count for ownership policy |
| RSUs held (no voting/dispositive power) | 13,177 | As of March 19, 2025 | RSUs count toward ownership guidelines |
| Percent of class outstanding | — | 13,041,128 shares outstanding | “—” indicates less than 1% or not applicable |
| Director ownership guideline | 10x annual cash retainer | Policy | Directors must reach within 5 years; includes RS/RSUs, ESPP, plan equivalents; excludes options/PSUs unearned |
| Compliance status | Met or on track | Company statement | “Each of our directors and officers has met, or is expected to meet within the applicable timeframe” |
| Hedging/pledging | Prohibited | Policy | No hedging, short sales, or pledging by directors/officers/employees |
Governance Assessment
- Board effectiveness: Strong committee structure with clear charters; independent leadership; robust ERM and cyber oversight split between FRM and Audit; third‑party facilitation of annual board/committee self‑evaluations improved oversight practices (e.g., more independent sessions, enhanced continuing education) .
- Independence & engagement: Barth is independent and Audit Chair; audit financial expert designation enhances credibility; high aggregate board/committee attendance reflects engagement .
- Compensation alignment: Director pay mix emphasizes equity retainer plus chair premiums; no meeting fees or option grants; RSUs settle at separation, aligning long‑term horizon .
- Ownership alignment: Barth holds 13,177 RSUs and is subject to 10x cash retainer ownership guidelines; company reports directors are in compliance or on track; hedging/pledging prohibited, reinforcing alignment .
- Potential conflicts: External boards in energy/minerals sectors show no disclosed related‑party transactions or customer/supplier interlocks with GPI; independence review identified no material relationships; no charitable gifts to director‑affiliated organizations in 2024 .
- Signals for investors: Audit Chair status and financial expert designation support confidence in reporting quality; clear cyber/AI oversight by FRM and Audit is responsive to sector risks; strong say‑on‑pay support (98% in 2024) indicates broader investor endorsement of governance practices .
RED FLAGS: None explicitly disclosed for Barth. Note that she reported no beneficial ownership of common shares (economic exposure via RSUs exists), which some investors may view as a weaker “skin‑in‑the‑game” signal versus outright share ownership; however, the company’s stock ownership policy counts RSUs toward compliance and prohibits hedging/pledging .