Peter C. DeLongchamps
About Peter C. DeLongchamps
Peter C. “Pete” DeLongchamps (Age: 64) is Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs at Group 1 Automotive, serving as SVP since December 2017 after earlier VP roles dating back to 2004; he began his automotive retail career in 1980 and previously served as President of Advantage BMW, with prior roles at GM and BMW NA . He is a Named Executive Officer (NEO) with 20 years at the company in 2024 . His pay-for-performance is driven by annual metrics (Adjusted Net Income from Continuing Operations and Parts & Service Gross Profit) and long-term metrics (ROIC and relative TSR for 2024 PSUs), shifting to adjusted EPS and rTSR in 2025, reinforcing shareholder alignment . Shareholder support for GPI’s executive pay program was strong at ~98% Say‑on‑Pay approval in 2024, signaling broad investor alignment with the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Group 1 Automotive | SVP, Manufacturer Relations, Financial Services & Public Affairs | Dec 2017–present | Oversees OEM relationships, F&I, and public affairs; multi-functional scope |
| Group 1 Automotive | VP, Manufacturer Relations, Financial Services & Public Affairs | Jan 2012–Dec 2017 | Expanded scope to F&I and public affairs, strengthening OEM alignment and profitability drivers |
| Group 1 Automotive | VP, Manufacturer Relations & Public Affairs | Jan 2006–Dec 2011 | Led OEM and public affairs agenda across expanding dealership footprint |
| Group 1 Automotive | VP, Manufacturer Relations | Jul 2004–Dec 2005 | Joined GPI to lead OEM relations, laying groundwork for long-term manufacturer partnerships |
| Advantage BMW (Houston) | President | Immediately prior to 2004 | Operated a premium brand retailer; frontline operational and P&L experience |
| BMW of North America | Regional Operations Manager | Not disclosed | OEM-side operational leadership in premium segment |
| General Motors | District Manager | Not disclosed | OEM field leadership; performance management of dealer networks |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kinder’s Texas Bowl | Board of Directors | Not disclosed | Community engagement; regional brand elevation |
| Houston Christian High School | Board of Directors | Not disclosed | Education/community leadership |
Fixed Compensation
Multi-year compensation (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 541,059 | 575,000 | 598,000 |
| Bonus ($) | 35,000 (one-time) | — | — |
| Stock Awards ($) | 699,995 | 699,914 | 749,964 |
| Non-Equity Incentive Plan Compensation ($) | 608,692 | 596,203 | 525,033 |
| Change in Pension Value/Deferred Comp Earnings ($) | 100,180 | 88,218 | 72,899 |
| All Other Compensation ($) | 27,653 | 29,413 | 38,912 |
| Total ($) | 2,012,579 | 1,988,748 | 1,984,808 |
2024 perquisites detail:
| Category | Amount ($) |
|---|---|
| 401(k) match | 12,248 |
| Automobile allowance | 15,000 |
| Demonstrator vehicles (personal use incremental cost) | 7,977 |
| Gift card & Group Term Life | 3,687 |
| Total | 38,912 |
Deferred compensation:
| Item | 2024 |
|---|---|
| Aggregate earnings ($) | 220,449 |
| Aggregate withdrawals/distributions ($) | (91,155) |
| Aggregate balance at FYE ($) | 2,696,243 |
| Above‑market earnings included in SCT ($) | 72,899 |
Performance Compensation
Annual Incentive Plan (AIP) metrics and results (Company-level):
| Metric | Weight | Threshold | Target | Max | 2024 Result |
|---|---|---|---|---|---|
| Adjusted Net Income from Continuing Ops | 80% | $446mm | $557–613mm | $548mm (adjusted) | 2024 payout % of base salary: 64.0% for DeLongchamps |
| Parts & Service Gross Profit | 20% | $1,157mm | $1,285mm | $1,478mm | $1,368mm; payout % of base salary: 23.8% for DeLongchamps |
AIP payout summary for DeLongchamps:
| Component | Payout (% of base) | Total AIP (% of base) |
|---|---|---|
| Adjusted Net Income from Continuing Ops | 64.0% | 87.7% |
| Parts & Service Gross Profit | 23.8% | 87.7% |
2024 Grants of Plan-Based Awards (DeLongchamps):
| Award | Threshold | Target | Max | Grant Details |
|---|---|---|---|---|
| AIP (Total ANICO + PSGP) ($) | 249,166 | 498,334 | 996,666 | N/A |
| Performance Shares (#) | 668 | 1,336 | 2,672 | Grant date 2/12/2024; FV $374,842 |
| Restricted Stock (#) | — | 1,336 | — | Grant date 2/12/2024; FV $374,842 |
Long-term incentives design and performance metrics:
- 2024 PSUs: 50% ROIC (target 12.0–12.99%, max 13.0–14.5%) and 50% rTSR vs auto retail peers (LAD, AN, SAH, PAG, ABG), capped at 100% if GPI TSR is negative; service-based vesting after the two-year performance period (performance through 12/31/2025; shares released 12/31/2026) .
- 2025 PSUs: metrics changed to adjusted EPS and rTSR (50/50) to better align with management influence and peer practices .
- Maximum Value Limit: rTSR portion capped so vested value cannot exceed 400% of grant value .
Stock vested in 2024 (realized values):
| Type | Shares vested | Value realized ($) |
|---|---|---|
| Performance Shares | 3,587 | 1,521,390 |
| Restricted Stock | 4,766 | 1,304,560 |
Equity Ownership & Alignment
Beneficial ownership and outstanding equity:
| Item | Value |
|---|---|
| Aggregate shares beneficially owned | 25,125 (less than 1%) |
| Shares outstanding | 13,041,128 |
| Restricted shares counted in ownership (voting but not dispositive) | 3,968 |
| Pledging/hedging | Prohibited for directors and officers |
| Stock ownership guidelines | SVPs: 3× base salary |
| Compliance status | Officers have met, or are expected to meet within timeframe |
Outstanding Equity Awards at 12/31/2024 (DeLongchamps):
| Grant Date | Unvested Restricted (#) | Market Value ($) | Unearned PSUs (#) | Market Value ($) |
|---|---|---|---|---|
| 02/17/2020 | 1,069 | 450,562 | — | — |
| 02/19/2021 | 1,633 | 688,277 | — | — |
| 02/15/2022 | 1,201 | 506,197 | — | — |
| 02/14/2023 | 1,019 | 429,488 | — | — |
| 02/14/2023 (earned PSUs now subject only to time vesting) | 1,520 | 640,650 | — | — |
| 02/12/2024 | 1,337 | 563,519 | 1,336 | 563,097 |
Vesting schedules:
- Restricted stock prior to 2023: 40% on 2nd anniversary; 20% on 3rd, 4th, 5th anniversaries .
- Restricted stock granted in 2023+: 33% at 1st and 2nd anniversaries; 34% at 3rd anniversary .
- 2024 restricted: first vest 33% in 2025; remaining 33% in 2026 and 34% in 2027 .
- 2023 PSUs earned convert to time-based vesting through 12/31/2025 .
- 2024 PSUs performance period 1/1/2024–12/31/2025; service vesting 12/31/2026 .
Options: None of the NEOs, including DeLongchamps, held stock options at year-end, and GPI does not grant option-like awards .
Employment Terms
Severance and change-in-control economics:
- LTIP change-in-control: CHR Committee may accelerate restricted stock; performance conditions may be deemed satisfied if termination without cause or for good reason in connection with the corporate change or if awards are not assumed .
- Potential payments (modeled at 12/31/2024, stock price $421.48):
- Corporate Change: Equity compensation $3,278,693; no cash severance listed for DeLongchamps .
- Death/Disability: Equity compensation $3,278,693 .
- Clawback policy compliant with NYSE rules; applies to incentive-based compensation tied to financial reporting measures .
- Prohibitions: short sales, pledging, and hedging of Company stock by directors and officers .
- Stock options policy: none granted; no formal option grant practices .
Risk Indicators & Red Flags
- Section 16(a) late filings: two Form 4s reporting three transactions filed late for DeLongchamps (administrative risk) .
- No excise tax gross-ups: none for NEOs (shareholder-friendly) .
- Strong Say‑on‑Pay: ~98% approval supports compensation structure stability .
- Upcoming vesting events: 2023–2024 restricted and 2023 earned PSUs vest through 2025–2027; 2024 PSUs settle after service through 12/31/2026—these could create periodic selling windows but pledging/hedging are prohibited .
- Double‑trigger standard on PSUs under Corporate Change; Committee discretion for restricted stock—reduces windfall risk .
Compensation Structure Analysis
- Cash vs equity mix: Majority at‑risk via AIP and LTI; 2024 stock awards $749,964 and AIP $525,033 vs base $598,000—equity remains a large component for alignment .
- Shift in PS metrics: 2025 PSUs moved from ROIC to adjusted EPS + rTSR to better match managerial influence—potentially tighter linkage to operational performance; rTSR remains capped via Maximum Value Limit (anti-windfall) .
- AIP consistency: 80% adjusted net income; 20% parts & service GP—balanced profitability and high-margin mix; 2024 adjusted ANICO modified due to CDK cyber incident (Committee judgment) .
- Governance practices: independent consultant engagement and peer benchmarking; no single-trigger equity vesting; robust ownership guidelines; clawback in place .
Equity Ownership & Alignment (Supplemental)
| Item | Detail |
|---|---|
| Ownership guideline for SVPs | 3× salary; officers have met or are expected to meet within five years |
| Pledging/Hedging | Prohibited (reduces misalignment risk) |
| rTSR comparator set | LAD, AN, SAH, PAG, ABG |
| Vesting cap | rTSR portion capped at 400% of grant value |
Performance & Track Record
- 2024 vesting realization: $1.52M from PSUs and $1.30M from RS, indicating strong realized value from long-term awards tied to multi-year performance .
- Role scope: multi-functional oversight across manufacturer relations, financial services, and public affairs—core interfaces with OEMs and F&I profitability .
- Company AIP metrics achieved payouts consistent with strong profitability, with DeLongchamps at 87.7% of base salary for 2024 .
- Notable event treatment: AIP adjusted for CDK cyber incident to reflect management effectiveness—supports retention and fairness in pay outcomes .
Compensation Peer Group & Say‑on‑Pay
- Peer targeting: total compensation targeted at peer median; PS comparator set defined for rTSR assessments .
- Say‑on‑Pay 2024: ~98% approval, no major changes post‑vote (supportive investor feedback) .
Investment Implications
- Alignment: High proportion of at‑risk pay (AIP + PSUs/RS) with robust stock ownership requirements, clawback, and hedging/pledging prohibitions—strong shareholder alignment, low governance risk .
- Selling pressure: Material scheduled vesting from 2023–2024 awards through 2025–2027 and settlement of 2024 PSUs in 2026 could create periodic liquidity events; monitor Form 4s and blackout windows—note past late filings for administrative risk .
- Change‑in‑control exposure: No cash severance disclosed for DeLongchamps; modeled Corporate Change payout is predominantly equity acceleration ($3.28M at YE 2024 pricing), which mitigates cash leakage but could accelerate supply in an event; double‑trigger protections apply to PSUs .
- Execution risk: Shift to adjusted EPS/rTSR for 2025 PSUs puts more weight on earnings quality and market performance; OEM relationship execution and F&I performance remain critical levers under his remit .
- Overall: Compensation structure and policies suggest low misalignment risk and disciplined governance; watch vesting calendar and PSU tracking to anticipate potential insider sales and performance-linked value realization .