MaryAnn Wright
GROUP 1 AUTOMOTIVEAbout MaryAnn Wright
MaryAnn Wright (age 63) has served as an independent director of Group 1 Automotive, Inc. (GPI) since 2014. She brings extensive automotive engineering, product development, and technology leadership from Johnson Controls and Ford, and chairs GPI’s Governance & Corporate Responsibility (GCR) Committee while serving on the Compensation & Human Resources (CHR) Committee . She holds a B.A. in Economics and International Business (University of Michigan), an M.S. in Engineering (University of Michigan), and an MBA (Wayne State University) . GPI’s board identifies her as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls Power Solutions | Group Vice President, Engineering & Product Development | 2013–2017 | Led global engineering/product development |
| Johnson Controls Power Solutions | Vice President, Technology & Innovation | 2009–2013 | Innovation leadership in advanced batteries |
| Johnson Controls-Saft | CEO; VP & GM Hybrid Systems | 2007–2009 | Hybrid systems commercialization |
| Collins & Aikman Corporation | EVP Engineering, Product Development, Commercial & Program Mgmt; Office of the Chair | Not stated | Turnaround/operating leadership |
| Ford Motor Company | Director, Sustainable Mobility Technologies & Hybrid Vehicle Programs; Chief Engineer, 2005 Ford Escape Hybrid | 1988–2005 | Launched first full hybrid SUV; hydrogen fuel cell fleet program |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. | Director | Not stated | Not disclosed |
| Brunswick Corporation | Director | Not stated | Not disclosed |
| Solid Power, Inc. | Director | Not stated | Not disclosed |
| Friends for Animals of Metro Detroit | Board Chair | Not stated | Community leadership |
| Former: Delphi Technologies; Maxim Integrated Products, Inc. | Director (former) | Not stated | Not disclosed |
Board Governance
- Committee assignments: Chair, Governance & Corporate Responsibility Committee; Member, Compensation & Human Resources Committee .
- Committee workloads: GCR met 4 times in 2024; CHR met 6 times in 2024; Audit met 7 times; Finance/Risk Management met 4 times .
- Independence: Board determined Wright and all non-employee nominees (except the CEO and a recent former employee director) are independent; all members of Audit, CHR, and GCR are independent under NYSE/SEC rules .
- Attendance: Board reported 98.1% overall attendance at six Board meetings, 99.4% at Board and respective committee meetings, and 100% attendance at the 2024 annual meeting (aggregate across directors) .
- Governance practices: Majority independent board; independent Chair; separation of Chair/CEO; majority voting in uncontested elections; robust stock ownership requirements; prohibitions on hedging/short sales/pledging .
- GCR remit (chaired by Wright): director nominations, governance guidelines, board/committee composition and leadership, orientation/continuing education, annual board/committee self-evaluations, CEO succession process, and non-employee director compensation recommendations .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer | 65,000 | Paid quarterly; no meeting fees |
| GCR Committee Chair Retainer | 25,000 | Additional annual retainer for committee chair role |
| Equity Retainer (RSUs) | 225,000 | Annual grant valued at grant date; directors may elect RSUs/restricted stock |
| 2024 RSU/Restricted Stock Shares | 739 | Granted Jan 2, 2024; based on average of high/low stock price |
| Settlement Terms | — | RSUs vest immediately and settle in cash upon retirement, death, or disability; accrued RSU dividends settled in cash upon termination from Board |
| 2024 Director Compensation (Line Item) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,000 |
| Stock Awards (grant-date fair value) | 224,867 |
| Change in Pension Value/Deferred Comp Earnings | 11 |
| Total | 314,878 |
Notes: Non-employee directors cannot currently defer director compensation under the Deferred Compensation Plan (legacy deferrals remain until scheduled payment date) .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Any performance-based metrics (e.g., TSR, ROIC) | Not disclosed | Director pay structure comprises fixed cash retainer, committee chair retainer, and annual equity retainer in RS/RSUs; no meeting fees; no options . |
Other Directorships & Interlocks
- Current public boards: Micron Technology; Brunswick; Solid Power .
- Cross-directorships within GPI board: None disclosed with Wright’s boards; other GPI directors’ external boards include Commercial Metals, CACI, Chord Energy, Allegion, Zions, Primo Brands, Darden, etc., with no overlap with Wright’s current boards .
- Related-party transactions: Company reports no related-party transactions ≥$120,000 in 2024 involving directors, officers, >5% holders, or immediate family, beyond disclosed compensation arrangements .
- Charitable donations: None to organizations affiliated with directors/officers in 2024; affiliations did not impact independence determinations .
Expertise & Qualifications
- Identified skills: Senior leadership, industry experience (automotive), international, M&A, technology/cybersecurity, P&L responsibility .
- Education: B.A. (Economics & International Business, University of Michigan); M.S. (Engineering, University of Michigan); MBA (Wayne State University) .
- Industry recognition: Named among “Leading 100 Women in the Automotive Industry” by Automotive News .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned | — (none reported) |
| RSUs outstanding (count toward ownership guidelines but not beneficial ownership) | 18,840 |
| Percent of shares outstanding | Not disclosed (total shares outstanding 13,041,128 as of Mar 19, 2025) |
| Hedging/Pledging | Prohibited for directors and officers |
| Director stock ownership guideline | 10x annual cash retainer (directors); must meet within five years of joining Board |
| Compliance status | Each director/officer has met or is expected to meet within applicable timeframe |
Governance Assessment
- Board effectiveness: Wright’s leadership as GCR Chair positions her at the center of board refreshment, governance guideline evolution, director education, annual evaluations, and CEO succession process—key levers for investor confidence and board performance .
- Independence and oversight: Independent status and service on CHR (which retains an independent consultant, benchmarks pay, and enforces robust clawback and ownership policies) support sound compensation governance culture .
- Engagement: Aggregate board attendance near full participation and structured director education/site visits demonstrate active oversight; committee meeting cadence suggests consistent engagement .
- Alignment and pay structure: Director compensation is balanced (cash retainer + modest chair premium + equity retainer). RSUs vest immediately but settle in cash at retirement, which can reduce on‑balance‑sheet share ownership despite counting toward guidelines—investors may prefer direct common share ownership; however, hedging/pledging prohibitions and strong ownership guidelines mitigate misalignment risk .
- Conflicts/related parties: No related-party transactions reported for 2024; charitable affiliations reviewed; none affecting independence—low conflict risk .
- Shareholder signals: Executive say‑on‑pay support of ~98% in 2024 indicates broad investor endorsement of compensation governance, indirectly reinforcing board oversight credibility .