Charles L. Szews
GROUP 1 AUTOMOTIVEAbout Charles L. Szews
Independent director and Non-Executive Chair of Group 1 Automotive (GPI); age 68; director since 2016. Former CEO of Oshkosh Corporation with deep finance, audit, and operational experience; designated by GPI’s Board as an “audit committee financial expert.” Education: B.B.A. in Comprehensive Public Accounting, University of Wisconsin–Eau Claire. Non-Executive Chair role separated from CEO; independent board leadership structure affirmed in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oshkosh Corporation | Chief Executive Officer | 2011–2016 | Led a global specialty vehicle manufacturer; preceded by President & COO (2007–2011) and EVP & CFO (1997–2007). |
| Fort Howard Corporation | Vice President & Controller | During LBO (prior to Oshkosh) | Senior finance leadership through leveraged buyout. |
| Ernst & Young | Auditor | Early career | Public accounting, auditing, risk management foundation. |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Commercial Metals Company (CMC) | Director | — | Current public company directorship. |
| CACI International Inc (CACI) | Director | 2024 | Elected by shareholders Oct 21, 2024. |
| Prior public boards | Director | — | Rowan Companies plc; Valaris plc; Allegion plc; Gardner Denver, Inc.; Oshkosh Corporation. |
Board Governance
| Governance Area | Details |
|---|---|
| Board leadership | Non-Executive Chair of the Board since May 2023; independent Chair structure used to enhance oversight. |
| Independence | Independent director under NYSE and GPI guidelines. |
| Committee assignments | Audit; Compensation & Human Resources (CHR); Governance & Corporate Responsibility (GCR); Finance/Risk Management (FRM). |
| Financial expertise | Identified as an “audit committee financial expert.” |
| Risk & technology oversight | FRM oversees capital structure, M&A, treasury, cybersecurity and information security programs, and AI strategy/risk management. |
| Board engagement (2024) | 98.1% overall board attendance; 99.4% board + committee; 100% annual meeting attendance. |
| Practices | Independent directors meet without management; third-party facilitated board/committee self-evaluations. |
Fixed Compensation (Director)
| Component | 2024 Policy Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Non-employee directors. |
| Equity retainer | $225,000 | Annual grant; restricted stock or RSUs valued at grant; 739 shares granted Jan 2, 2024. |
| Non-Executive Chair fee | $175,000 | Additional annual cash retainer. |
| Committee chair fees | $25,000–$30,000 | Audit ($30k); CHR ($25k); FRM ($25k); GCR ($25k). |
| Meeting fees | None | No additional meeting fees. |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles L. Szews | 240,000 | 224,867 | 464,867 |
Additional equity mechanics: Directors received 739 shares of restricted stock or RSUs for 2024; awards vest immediately and settle upon retirement, death, or disability. Szews elected restricted stock (not RSUs).
Performance Compensation
| Item | Details |
|---|---|
| Performance-based director pay | None disclosed for directors; director equity is time-based (restricted stock/RSUs) with immediate vesting and deferred settlement. |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Commercial Metals Company; CACI International Inc. |
| Prior public boards | Rowan Companies plc; Valaris plc; Allegion plc; Gardner Denver, Inc.; Oshkosh Corporation. |
| Potential interlocks/conflicts | No GPI-related-party transactions in 2024; no disclosed donations to organizations affiliated with directors. |
Expertise & Qualifications
- Audit/finance: Audit committee financial expert; extensive public company audit, financial reporting, and risk background.
- Senior leadership and P&L: CEO/COO/CFO experience with global operations and strategic planning.
- Industry/technology: Vehicle manufacturing/distribution; technology/cybersecurity oversight noted in board skills matrix.
- M&A and international: Significant M&A and international operating experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Charles L. Szews | 15,852 | <1% |
- Director stock ownership guideline: 10x annual cash retainer for non-employee directors.
- Compliance: Each director has met, or is expected to meet within the applicable timeframe, ownership requirements.
- Hedging/pledging: Prohibited for directors and officers (no short sales, hedging, or pledging of GPI stock).
Governance Assessment
-
Positive signals
- Independent Non-Executive Chair with full independence across Audit, CHR, and GCR committees; designated audit committee financial expert.
- Broad risk and technology oversight via FRM (cybersecurity and AI), supporting board effectiveness amid evolving operational risks.
- Strong board engagement (near-100% attendance metrics), independent director executive sessions, and third-party-facilitated self-evaluations.
- Robust alignment policies: stringent ownership guideline (10x retainer), hedging/pledging prohibitions, and no related-party transactions in 2024.
- Shareholder support context: 98% Say-on-Pay approval in 2024, signaling positive investor sentiment toward compensation governance.
-
Watch items
- Multiple public board commitments (GPI + CMC + CACI) warrant routine time-commitment review; GPI maintains limits on external board service as a policy safeguard.
Overall, Szews brings deep financial, audit, and operating credentials as an independent Non-Executive Chair with full-committee participation and strong governance policies in place (ownership, no hedging/pledging, RPT controls), supporting investor confidence in oversight quality.