Shelley Washburn
GROUP 1 AUTOMOTIVEAbout Shelley Washburn
Shelley Washburn (age 57) is Senior Vice President and Chief Marketing Officer at Group 1 Automotive (GPI), appointed to the SVP CMO role in September 2024 after serving as Vice President, Marketing and Chief Marketing Officer since January 2024. She brings 30+ years of automotive marketing and retail experience, including roles at Ford Motor Company, Gulf States Toyota, MSX International, and leadership of automotive digital marketing firms; she is a graduate of the University of Texas and the NADA Dealer Candidate Academy . Company performance during her initial tenure included 2024 record revenues of $19.9B (+11.5% YoY), gross profit of $3.2B, and parts & service gross profit of $1.4B, while adjusted diluted EPS declined 11.4% and net income declined 17.4% with margins normalizing; these metrics underpin the pay-for-performance framework used for executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Group 1 Automotive | SVP & Chief Marketing Officer | Sep 2024–present | Oversees marketing, digital engagement, customer lifecycle, and brand/retail marketing to support growth and retention . |
| Group 1 Automotive | VP Marketing & CMO | Jan 2024–Sep 2024 | Led corporate marketing; foundational period prior to elevation to SVP . |
| Gulf States Marketing | President | — | Led an automotive digital marketing firm leveraging technology to engage and retain customers . |
| Force Marketing | Strategic Advisor | — | Advised an automotive digital marketing firm focused on tech-enabled customer engagement . |
| Ford Motor Company | Various positions | — | OEM-side marketing/distribution experience; informs retail and partner strategies . |
| Gulf States Toyota | Various positions | — | Regional distributor experience; deep dealer/OEM interface knowledge . |
| MSX International | Various positions | — | Automotive services/operations roles; execution and process expertise . |
| Auto Dealerships | Retail roles | 3 years | Hands-on retail operations experience across dealership functions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Texas Department of Motor Vehicles | Board Member (appointed by Gov. Greg Abbott) | — | Policymaking body for dealers, consumer automotive safety, and transportation infrastructure . |
| Child Advocates | Executive Board Member | — | Philanthropy and community leadership . |
| United Way Women’s Initiative | Volunteer | — | Community engagement and leadership development . |
| Recognitions | Outstanding Leader | — | Recognized by Houston Business Journal and National Women’s Council . |
Fixed Compensation
| Component | Details | 2024/Policy |
|---|---|---|
| Base Salary | Not disclosed for Ms. Washburn | — |
| Vehicle Allowance | Senior Vice Presidents receive $15,000/year and use of one vehicle | $15,000 |
| Executive Physical | Comprehensive annual executive physical capped at $1,250 | $1,250 |
| 401(k) | Eligible under company plan; match in cash; NEO disclosure only | Plan structure |
| Employee Stock Purchase Plan | Up to $25,000/year at 15% discount (max 3,000 shares/quarter) | Policy |
Performance Compensation
Executive incentives at GPI are governed by a company-wide framework overseen by the Compensation & Human Resources Committee (CHR), with annual incentives and performance shares keyed to financial metrics that drive shareholder value.
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Annual Incentive Plan (AIP) metrics and results for 2024 (used for NEOs): | Metric | Weight | Threshold (USD mm) | Target (USD mm) | Maximum (USD mm) | Actual (USD mm) | |---|---:|---:|---:|---:|---:| | Adjusted Net Income from Continuing Operations | 80% | $446 | $557 | $613 | $548 (adjusted for CDK incident) | | Parts and Service Gross Profit | 20% | $1,157 | $1,285 | $1,478 | $1,368 |
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Performance Share Awards (2024 grants; three-year service-based vesting with two-year performance measurement): | Metric | Weight | Threshold | Target | Maximum | |---|---:|---|---|---| | ROIC (quarterly average over performance period) | 50% | 10.5–11.99% (50% payout) | 12.0–12.99% (100% payout) | 13.0–14.5% (200% payout) | | Relative TSR vs. Lithia, AutoNation, Sonic, Penske, Asbury | 50% | 25% below median TSR (50% payout) | Equal to median (100% payout) | ≥50% above median (200% payout; capped at 100% if rTSR negative) |
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2025 changes: Performance share metrics updated to adjusted EPS and rTSR (each 50%) to better align with management influence and peer practices .
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Clawback: NYSE-compliant incentive recoupment policy applies to incentive-based compensation upon restatement .
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Hedging/Pledging prohibition: No short sales, hedging, or pledging by officers/directors .
Note: Individual AIP target/mix for Ms. Washburn is not disclosed; NEO target ranges and formulas are presented as reference for the company’s executive design .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 787 restricted shares outstanding for Ms. Washburn (voting but not dispositive power) |
| Ownership % of Outstanding | ~0.006% (787 ÷ 13,041,128 outstanding) calculated from reported totals |
| Stock Ownership Guidelines | Senior Vice Presidents must hold 3× base salary in GPI shares/equivalents; compliance required within 5 years of appointment |
| Compliance Status | “Each of our directors and officers has met, or is expected to meet within the applicable timeframe” the ownership requirements |
| Vesting Schedules | Restricted stock grants (starting 2023) vest 33% on 1st and 2nd anniversaries, 34% on 3rd anniversary |
| Options | GPI does not currently grant stock options; no formal option grant practice |
| Pledging/Hedging | Prohibited for directors and officers |
Employment Terms
- Contract disclosure: No individual employment or severance agreement for Ms. Washburn is disclosed in the proxy; NEO-specific agreements are described for the CEO and CFO .
- Change-of-control design: Company policy emphasizes double-trigger protections for certain senior corporate officers, with accelerated vesting/payment only upon qualifying termination in connection with a corporate change; no excise tax gross-ups .
- Deferred Compensation Plan: Executives may elect to defer compensation under the plan subject to annual limits; plan credits accrue at a declared rate (8.5% in 2024) with distributions in cash post-termination; the plan is a retention tool used broadly across leadership .
Performance & Track Record
| Metric/Highlight | 2024 |
|---|---|
| Revenue | $19.9B, +11.5% YoY (record) |
| Gross Profit | $3.2B, +7.3% YoY |
| Parts & Service Gross Profit | $1.4B, +12.6% YoY (record), with same-store revenue +4.6% and tech headcount +6% |
| Diluted EPS (continuing ops) | $36.72, −14.1% YoY; adjusted diluted EPS $39.21, −11.4% YoY |
| Net Income (continuing ops) | $497.0M, −17.4% YoY; adjusted net income $530.6M, −14.9% YoY |
These outcomes informed AIP and PSU calculations and reflect margin normalization alongside volume growth and portfolio optimization .
Governance, Peer Group, Say-on-Pay
- Compensation Peer Group (unchanged in 2024): Asbury Automotive, AutoNation, CarMax, Lithia Motors, Penske Automotive, Sonic Automotive, Advance Auto Parts, AutoZone, Genuine Parts, LKQ, O’Reilly Automotive, Rush Enterprises .
- Say-on-Pay: ~98% approval at 2024 Annual Meeting; CHR Committee made no significant structural changes post-vote .
- Committee oversight: CHR Committee sets metrics, designs incentives, and oversees succession planning and human capital .
Investment Implications
- Alignment: Strong linkage of executive pay to tangible financial outcomes (Adjusted Net Income, Parts & Service GP) and long-term value metrics (ROIC/rTSR → adjusted EPS/rTSR), which ties marketing strategy to measurable revenue and profitability goals; clawback and share ownership requirements reinforce long-term orientation .
- Retention and selling pressure: As a newly promoted SVP, ownership guideline of 3× salary and 3-year ratable vesting on restricted stock create ongoing accumulation and predictable vest events; hedging/pledging bans reduce misalignment risk, but vest dates may create standard liquidity windows typical for executives .
- Risk signals: No options and no excise tax gross-ups lower governance red flags; double-trigger CIC design and robust clawback mitigate adverse incentive behavior; no disclosed related-party transactions or pledging for Washburn .
- Execution focus: 2024 parts & service growth, digital penetration in scheduling (40%), and tech headcount increases suggest marketing/customer experience initiatives are operationally tied to service revenue expansion—an area with structurally higher margins and recurring engagement, enhancing LTV/retention potential .