Gillian A. Hobson
GROUP 1 AUTOMOTIVEAbout Gillian A. Hobson
Senior Vice President, Chief Legal Officer and Corporate Secretary at Group 1 Automotive (GPI). Appointed January 2023 after 22 years at Vinson & Elkins advising on M&A, capital markets, securities disclosure and governance; recognized by The Best Lawyers in America, Legal 500 U.S., Texas Super Lawyers, and Lawdragon’s 2022 500 Leading Dealmakers in America; served on V&E’s firm-wide management committee and co-chaired its Diversity Council . Age 53; BA Harvard; JD University of Houston Law Center . GPI delivered record 2024 revenue of $19.9B (+11.5% YoY), record gross profit of $3.2B and record parts & service gross profit of $1.4B (+12.6%), while adjusted diluted EPS fell 11.4% YoY; the CHR Committee positively adjusted 2024 adjusted net income for AIP purposes due to the CDK cyber incident .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vinson & Elkins | Partner, M&A/Capital Markets; Management Committee; Co-Chair Diversity Council | 22 years | Led complex M&A/capital transactions; corporate governance; recognized by Best Lawyers, Legal 500, Texas Super Lawyers; Lawdragon 2022 500 Dealmakers |
External Roles
| Organization / Publication | Role / Recognition | Year(s) | Notes |
|---|---|---|---|
| Vinson & Elkins | Firm-wide Management Committee; Co-Chair Diversity Council | — | Leadership roles prior to GPI |
| Lawdragon | 500 Leading Dealmakers in America | 2022 | National recognition |
| The Best Lawyers in America; Legal 500 U.S.; Texas Super Lawyers | Recognized Attorney | — | Multiple publications |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $575,000 (prorated to $551,042 from Jan 16, 2023) | $640,000 (effective Jan 1, 2024) |
| Target AIP (% of Base) | — | 83.3% (Threshold 41.7%, Max 166.7%) |
| Actual Annual Incentive ($) | $528,833 (prorated) | $561,908 |
| LTI Target Value ($) | $700,000 (50% PSUs, 50% RS) | $1,000,000 (mix includes PSUs and RS) |
| Hiring / Retention Bonuses ($) | $300,000 (sign-on) | — |
Performance Compensation
| Plan / Metric | Weight | Threshold | Target | Maximum | Actual 2024 Result | Payout to Hobson (as % of base) |
|---|---|---|---|---|---|---|
| 2024 AIP – Adjusted Net Income from Continuing Ops ($mm) | 80% | $446 | $557 | $613 | $548 (adjusted for CDK incident) | 64.0% |
| 2024 AIP – Parts & Service Gross Profit ($mm) | 20% | $1,157 | $1,285 | $1,478 | $1,368 | 23.8% |
| 2024 AIP – Total | — | — | — | — | — | 87.7% (no individual modifier) |
| 2024 PSUs – ROIC (2-year performance window) | 50% | 10.5–11.99% (50% payout) | 12.0–12.99% (100%) | 13.0–14.5% (200%) | Tracking: EPS 94% of target, rTSR 156.2% at 12/31/24 (see rTSR row) | Payout at 2026 vest subject to caps |
| 2024 PSUs – rTSR vs peer set (Lithia, AutoNation, Sonic, Penske, Asbury) | 50% | 25% below median (50%) | Equal to median (100%) | ≥50% above median (200%); capped at 100% if negative TSR | rTSR tracking 156.2% of target as of 12/31/24 | Subject to 400% Maximum Value Limit |
2025 changes: PSUs metrics updated to Adjusted EPS (50%) and rTSR (50%); AIP metrics updated to Adjusted Net Income (80%) and U.K. performance goal (20%) due to Inchcape Retail integration .
Equity Ownership & Alignment
| Item | As of Mar 20, 2024 | As of Mar 19, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 3,180 (incl. 2,801 restricted) | 4,399 (incl. 3,210 restricted) |
| Ownership as % of Shares Outstanding | <1% (13,507,962 SO) | <1% (13,041,128 SO) |
| Stock Ownership Guidelines | Senior Vice Presidents: 3x base salary; compliance window 5 years | Senior Vice Presidents: 3x base salary; “met or expected to meet” within timeframe |
| Pledging / Hedging | Prohibited for directors and officers | Prohibited for directors and officers |
Outstanding and Vesting Schedules (Unvested/Outstanding at 12/31/2024)
| Grant Date | Award Type | Unvested / Outstanding (#) | Key Vesting / Performance Terms |
|---|---|---|---|
| 02/14/2023 | Restricted Stock | 1,019 | 33%/33%/34% on 1st/2nd/3rd anniversaries (3-year schedule from 2023 grants) |
| 02/14/2023 | Performance Shares (earned, time-based) | 1,520 | Performance period 1/1/2023–12/31/2024; continues to vest time-based until 12/31/2025 |
| 02/12/2024 | Restricted Stock | 1,782 | 33%/33%/34% over 3 years from grant |
| 02/12/2024 | Performance Shares (target) | 1,782 | Performance period 1/1/2024–12/31/2025; service vest date 12/31/2026; rTSR tracking 156.2% and EPS 94% at 12/31/24 |
Stock Vested in FY 2024
| Award Type | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Restricted Stock | 501 | $137,334 |
Employment Terms
- Agreements: Proxy details employment/severance terms for CEO Kenningham and CFO McHenry; no individual employment or severance agreement for Ms. Hobson is disclosed in the proxy narrative .
- Change-of-Control: Company uses double-trigger benefits for certain executives; accelerated vesting and severance only upon qualifying termination in connection with a corporate change; no excise tax gross-ups .
- Clawback: NYSE-compliant incentive compensation recoupment policy for restatements; covers incentive-based pay tied to financial reporting measures .
- Securities Policy: Prohibits hedging, short sales, and pledging of GPI securities by officers/directors .
- Options: Company does not currently grant stock options or option-like awards .
- Perquisites and Benefits (FY 2024, Hobson): 401(k) match $10,780; auto allowance $15,000; demonstrator vehicles $14,670; gift card/GTL $1,211; total $41,661 .
- Deferred Compensation (FY 2024, Hobson): Executive contributions $176,382; aggregate earnings $2,534; ending balance $61,200 .
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: 2024 total direct compensation for Hobson comprised $640K base, $562K annual incentive, and $1,000K target LTI—majority variable and tied to financial performance (AIP) and multi-year stock metrics (PSUs) .
- AIP metrics are core P&L drivers with balanced weighting (Adjusted Net Income 80%; Parts & Service GP 20%); the Committee used discretion to neutralize exogenous CDK outage impacts, evidencing governance judgment but adding modest subjectivity risk to pay-for-performance .
- PSUs align to ROIC and rTSR with a 400% value cap and negative TSR cap; 2025 transition to Adjusted EPS + rTSR increases direct linkage to reported earnings and peer-relative equity performance .
Say-On-Pay & Peer Group
- Say-on-pay: ~98% approval at 2024 Annual Meeting; program retained structure given strong support .
- Independent consultant: Pearl Meyer re-engaged for 2024; determined independent, attended all CHR meetings .
- Peer group targeting: Elements benchmarked to approximate market median of automotive retailers and parts distributors (e.g., Asbury, AutoNation, Lithia, Penske, Sonic; Advance Auto Parts, AutoZone, Genuine Parts, LKQ, O’Reilly) .
Performance & Track Record
- 2023–2024 contributions: Successfully transitioned into CLO role; refined legal/board processes; documented policies for legal/governance requirements; supported acquisition strategy; mentored legal team; ESG participation; UK compliance onboarding .
- Company execution under tenure: Record 2024 revenues ($19.9B, +11.5% YoY), record gross profit ($3.2B) and parts & service gross profit ($1.4B, +12.6% YoY); adjusted diluted EPS down 11.4% YoY; free cash flow strong (adjusted CFO $683M; adjusted FCF $504M) underpinning capital allocation (dividends, buybacks, M&A) .
Equity Ownership & Alignment
- Beneficial ownership remains modest in absolute terms (4,399 shares as of 3/19/25; <1% of SO), but restricted and performance shares constitute the majority—indicating structured alignment through unvested equity rather than large outright holdings .
- Rigorous stock ownership policy (SVP 3x salary) with 5-year compliance runway; company states officers have met or are expected to meet within timeframe; no pledging/hedging allowed—reducing misalignment and downside-protection behaviors .
Vesting Schedules & Insider Selling Pressure
- Near-term vest events: 2023 PSUs convert to time-based awards and vest by 12/31/2025; 2023 RS tranches vest annually (33%/33%/34%); 2024 RS tranches vest on the same 3-year cadence; 2024 PSUs performance period ends 12/31/2025 with service vest on 12/31/2026—creating potential selling pressure windows at year-end 2025 and 2026 subject to trading policies .
Investment Implications
- Alignment: Strong linkage to core financial metrics (Adjusted Net Income; Parts & Service GP), peer-relative rTSR and multi-year vesting supports long-term value creation; ownership policy and prohibition on hedging/pledging are investor-friendly .
- Retention: Increased 2024 LTI target ($1.0M) and multi-year vesting, plus structured deferred comp, mitigate near-term retention risk; absence of disclosed individual severance terms for Hobson reduces guaranteed exit economics but is consistent with role expectations .
- Trading signals: Concentration in unvested equity implies potential year-end vest-driven liquidity events (2025–2026), though company trading policies (no hedging/pledging; insider windows) temper impact; watch PSUs tracking (rTSR > target; EPS ≈ target) into 12/31/2025 performance determination .
- Governance quality: High say-on-pay approval, use of independent consultant, clear peer benchmarking and clawback policy support compensation discipline; discretionary AIP adjustment for CDK outage is reasonable but should be monitored for precedent .