Lincoln Pereira Filho
GROUP 1 AUTOMOTIVEAbout Lincoln Pereira Filho
Independent director nominee with deep automotive retail, legal, and finance experience; age 65; director since 2013. Former Regional Vice President, Brazil (2013–June 2022) at Group 1; current chair of the Board’s Finance/Risk Management Committee overseeing capital structure, ERM, cybersecurity, and AI strategy. Education: LL.B (Faculdade de Direito do Largo de São Francisco); London Business School (program studies). Other current public company directorships: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group 1 Automotive | Regional Vice President, Brazil | 2013–June 2022 | Led Brazil operations; basis for risk/finance expertise applied as FRM Chair |
| United Auto do Brasil Ltda (controlled by United Auto Group) | Legal representative | 1999–2005 | Manufacturer/dealer relations experience |
| Cunha Pereira Advogados | Attorney | 1995–2005 | Legal practice (athletes and racecar drivers) |
| Atrium Telecomunicações Ltda | Founder | 1999–2004 (sold to Telefónica) | Telecom build-out and exit; strategic/M&A experience |
| E-Vertical Tecnologia | Founder | Not disclosed | High-tech facilities management; technology operations |
| Various banks (Brazil and abroad) | Banking roles | 1978–1995 | Finance background |
External Roles
| Organization | Role | Type | Dates |
|---|---|---|---|
| São Paulo Chamber of Commerce (ACSP) | Vice President | Business association | Not disclosed |
| Equifax Brasil | Advisory Board | Corporate advisory | Not disclosed |
| Associação Brasileira dos Concessionários BMW | Director (former) | Industry association | Not disclosed |
| Associação Brasileira dos Distribuidores Toyota | Director (former) | Industry association | Not disclosed |
| Boa Vista Serviços S.A.-SCPC | Director (former) | Corporate/credit bureau | Not disclosed |
| Tempo Telecomunicações | Director (former) | Corporate | Not disclosed |
| Other current public boards | None | — | — |
Board Governance
- Committee assignments: Chair, Finance/Risk Management (FRM); FRM oversees capital strategy, risk management policies, treasury, dividends/buybacks, FX/interest rate exposures, insurance, cybersecurity risk exposures and information security programs, and AI strategy/risk management. Audit, CHR, and GCR committees are fully independent; FRM has three of five members independent.
- Independence: Pereira is not independent under NYSE rules due to employment within past three years; all other non-employee nominees are independent.
- Attendance/engagement: Directors recorded 98.1% overall attendance at six Board meetings, 99.4% attendance at Board and committee meetings, and 100% attendance at the 2024 annual meeting.
| Committee | 2024 Meetings | Mandate (highlights) |
|---|---|---|
| Audit | 7 | Financial reporting; internal controls; compliance; cybersecurity internal controls |
| Compensation & Human Resources (CHR) | 6 | Executive comp design; incentive metrics; succession; human capital risks |
| Governance & Corporate Responsibility (GCR) | 4 | Board composition; independence; evaluations; director pay; governance policies |
| Finance/Risk Management (FRM) | 4 | Capital structure; ERM oversight; FX/interest rates; M&A; treasury; cybersecurity; AI oversight |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly; no meeting fees |
| FRM Committee Chair fee | $25,000 | Additional annual retainer for chair role |
| Equity retainer (grant-date value) | $225,000 | Restricted stock or RSUs; directors elected form individually |
| 2024 fees earned (cash) | $90,000 | Reflects base + chair fee |
| 2024 stock awards (FASB ASC 718) | $224,867 | Grant-date fair value |
| 2024 total director compensation | $314,867 | Sum of cash and equity |
Equity grant specifics:
- Grant date: January 2, 2024; each non-employee director received 739 shares of restricted stock or RSUs (Pereira elected restricted stock). Restricted stock/RSUs vest immediately upon grant; RSUs settle at retirement, death or disability (RSUs since Jan 1, 2019 settle in cash).
Performance Compensation
| Performance-linked element | Status | Notes |
|---|---|---|
| Director performance metrics | Not applicable | No performance-based pay disclosed for non-employee directors |
| Stock options/option-like awards | None | Company does not grant options to employees or directors |
| Meeting fees | None | Directors do not receive meeting fees |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | None |
| Advisory/industry roles | ACSP VP; Equifax Brasil Advisory Board; prior industry association boards |
| Potential interlocks | Advisory role at Equifax Brasil (credit reporting) may intersect with GPI’s F&I processes; no related-party transactions disclosed in 2024 proxy |
Expertise & Qualifications
- Key skills: Industry experience; senior leadership; technology/cybersecurity; international; M&A; legal.
- Qualifications: Automotive retailing and OEM relations; legal, finance, and management expertise; Brazil operations leadership; founder/operator experience in telecom and facilities technology.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 92,918 | <1% of outstanding shares |
| Ownership structure | 89,967 shares via Abbe Investments, Ltd. (BVI), 98% owned by Pereira and 2% by spouse; 2,951 shares held directly with sole voting/dispositive power | |
| Shares outstanding reference | 13,041,128 | As of March 19, 2025 |
| Director ownership guideline | 10x annual base cash retainer | Directors must meet within 5 years of joining Board; all directors/officers have met or are expected to meet requirements |
| Hedging/pledging policy | Prohibited | Short sales, pledging, and hedging transactions barred for directors/officers |
Governance Assessment
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Strengths
- Deep operating, legal, and financial expertise; led Brazil operations and brings international and OEM relationship perspective to the Board.
- Chairs FRM Committee with direct oversight of ERM, capital structure, cybersecurity, and AI—critical risk domains for auto retail; committee meets regularly.
- Strong alignment via significant beneficial ownership; stock ownership guidelines are rigorous and met/expected to be met; hedging/pledging prohibited.
- Board-wide attendance and engagement are high, supporting effective oversight.
-
Watch items / RED FLAGS
- Independence: Determined not independent due to employment within past three years; chairs FRM (risk oversight) where three of five members are independent and the CEO sits on the committee—monitor for management influence on risk/capital oversight.
- Ownership via Abbe Investments, Ltd. (BVI) concentrates voting power and may draw scrutiny on transparency, though no related-party transactions were disclosed in 2024.
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Related-Party Transactions
- Company states no related-party transactions ≥$120,000 in 2024 involving directors/officers or 5% holders, aside from disclosed compensation.