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Peter C. DeLongchamps

Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs at GROUP 1 AUTOMOTIVEGROUP 1 AUTOMOTIVE
Executive

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

OrganizationRoleYearsStrategic Impact
Group 1 AutomotiveSVP, Manufacturer Relations, Financial Services & Public AffairsDec 2017–presentOversees OEM relationships, F&I, and public affairs; multi-functional scope
Group 1 AutomotiveVP, Manufacturer Relations, Financial Services & Public AffairsJan 2012–Dec 2017Expanded scope to F&I and public affairs, strengthening OEM alignment and profitability drivers
Group 1 AutomotiveVP, Manufacturer Relations & Public AffairsJan 2006–Dec 2011Led OEM and public affairs agenda across expanding dealership footprint
Group 1 AutomotiveVP, Manufacturer RelationsJul 2004–Dec 2005Joined GPI to lead OEM relations, laying groundwork for long-term manufacturer partnerships
Advantage BMW (Houston)PresidentImmediately prior to 2004Operated a premium brand retailer; frontline operational and P&L experience
BMW of North AmericaRegional Operations ManagerNot disclosedOEM-side operational leadership in premium segment
General MotorsDistrict ManagerNot disclosedOEM field leadership; performance management of dealer networks

External Roles

OrganizationRoleYearsStrategic Impact
Kinder’s Texas BowlBoard of DirectorsNot disclosedCommunity engagement; regional brand elevation
Houston Christian High SchoolBoard of DirectorsNot disclosedEducation/community leadership

Fixed Compensation

Multi-year compensation (SEC Summary Compensation Table):

Metric202220232024
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:

CategoryAmount ($)
401(k) match12,248
Automobile allowance15,000
Demonstrator vehicles (personal use incremental cost)7,977
Gift card & Group Term Life3,687
Total38,912

Deferred compensation:

Item2024
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):

MetricWeightThresholdTargetMax2024 Result
Adjusted Net Income from Continuing Ops80% $446mm $557–613mm $548mm (adjusted) 2024 payout % of base salary: 64.0% for DeLongchamps
Parts & Service Gross Profit20% $1,157mm $1,285mm $1,478mm $1,368mm; payout % of base salary: 23.8% for DeLongchamps

AIP payout summary for DeLongchamps:

ComponentPayout (% of base)Total AIP (% of base)
Adjusted Net Income from Continuing Ops64.0% 87.7%
Parts & Service Gross Profit23.8% 87.7%

2024 Grants of Plan-Based Awards (DeLongchamps):

AwardThresholdTargetMaxGrant 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):

TypeShares vestedValue realized ($)
Performance Shares3,587 1,521,390
Restricted Stock4,766 1,304,560

Equity Ownership & Alignment

Beneficial ownership and outstanding equity:

ItemValue
Aggregate shares beneficially owned25,125 (less than 1%)
Shares outstanding13,041,128
Restricted shares counted in ownership (voting but not dispositive)3,968
Pledging/hedgingProhibited for directors and officers
Stock ownership guidelinesSVPs: 3× base salary
Compliance statusOfficers have met, or are expected to meet within timeframe

Outstanding Equity Awards at 12/31/2024 (DeLongchamps):

Grant DateUnvested Restricted (#)Market Value ($)Unearned PSUs (#)Market Value ($)
02/17/20201,069 450,562
02/19/20211,633 688,277
02/15/20221,201 506,197
02/14/20231,019 429,488
02/14/2023 (earned PSUs now subject only to time vesting)1,520 640,650
02/12/20241,337 563,519 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)

ItemDetail
Ownership guideline for SVPs3× salary; officers have met or are expected to meet within five years
Pledging/HedgingProhibited (reduces misalignment risk)
rTSR comparator setLAD, AN, SAH, PAG, ABG
Vesting caprTSR 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 .