Stephen D. Quinn

About Stephen D. Quinn

Independent director since 2002 (age 69), Stephen D. Quinn is a former General Partner and Managing Director at Goldman, Sachs & Co. where he specialized in corporate finance and capital markets; Goldman Sachs underwrote Group 1 Automotive’s IPO, giving him deep historical knowledge of GPI . He holds a B.S. in Economics from Brigham Young University and an MBA from Harvard Business School and is designated by the Board as an audit committee financial expert . Current external public company directorship: Zions Bancorporation .

Past Roles

External Roles

Board Governance

• Committee memberships (no chair roles): Audit; Compensation & Human Resources (CHR); Governance & Corporate Responsibility (GCR); Finance/Risk Management (FRM) .
• Committee activity levels: Audit (7 meetings), CHR (6), GCR (4), FRM (4) in 2024 .
• Independence: Board determined Quinn is independent; Audit, CHR, and GCR Committees are fully independent; FRM has a majority independent composition .
• Attendance: Overall director attendance at Board meetings 98.1%, Board and committee meetings 99.4%, Annual Meeting 100% (company-level disclosure) .
• Board leadership: Independent Chair; CEO and Chair roles separated; regular independent director sessions without management .
• Risk oversight: FRM oversees ERM, capital structure, M&A, cybersecurity and AI strategy; Audit oversees cybersecurity compliance/internal controls; both report to full Board .

Fixed Compensation

Additional equity retainer terms:

• Grant effective January 2, 2024; each non‑employee director received 739 restricted shares or RSUs based on average high/low price that day; Quinn elected restricted stock (immediate vesting; RSUs settle in cash upon retirement/death/disability, dividends on RSUs paid in cash at termination) .

Performance Compensation

Quinn serves on the CHR Committee that sets and oversees GPI’s executive pay-for-performance metrics.

2025 changes approved by CHR: Shift LTI metrics to adjusted EPS (50%) and rTSR (50%) to improve line‑of‑sight and peer alignment . 2025 AIP metrics: adjusted net income (80%) and a U.K. performance goal (20%) reflecting Inchcape Retail expansion .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; finance/accounting, M&A, international experience; industry exposure noted by Board .
• Senior leadership and capital markets judgment; IPO underwriter familiarity cited as Board qualification (historic insight into GPI) .

Equity Ownership

Ownership alignment and restrictions:

• Director stock ownership guideline: 10x annual cash retainer (directors must meet within five years; all directors have met or are expected to meet) .
• Prohibitions: no hedging, short sales, or pledging by directors/officers; RSUs accrue dividends but settle in cash at termination; restricted stock for directors vests immediately .

Insider transactions:

• Form 4 filed January 6, 2025 reporting director‑level activity; public data aggregator indicates a reported 533‑share transaction dated January 2, 2025 with post‑transaction holdings of 53,050 shares .

Governance Assessment

• Strengths

  • Independent, multi‑committee service (Audit, CHR, GCR, FRM); designated audit committee financial expert enhances oversight of financial reporting and controls .
  • Robust governance practices: independent Chair; fully independent key committees; rigorous ownership guidelines; prohibitions on hedging/pledging; clawback compliant with NYSE rules .
  • Board engagement/attendance strong (company‑level) and active oversight of ERM, cybersecurity, and AI strategy through FRM/Audit .
  • Compensation governance: clear AIP and LTI metrics with caps/guardrails; 2025 move to adjusted EPS improves pay‑for‑performance line‑of‑sight .
  • Say‑on‑Pay support ~98% in 2024, indicating shareholder confidence in compensation oversight .

• Watch items / RED FLAGS

  • Discretionary positive adjustment to 2024 adjusted net income (from $531M to $548M) to offset CDK cyber incident impact; rationale was operational effectiveness and protection of data, but any recurring use of discretion requires scrutiny to ensure consistency and guarding against pay inflation .
  • Very long board tenure (director since 2002) can raise entrenchment concerns despite ongoing refreshment elsewhere; mitigating factors include independent Chair and regular self‑evaluation with third‑party input .
  • External banking directorship (Zions) typically low conflict for an auto retailer; independence review found no material relationships/donations, but continued monitoring of any financing relationships or services is prudent .

• Overall view

  • Quinn’s finance/market expertise, audit financial expert designation, and broad committee service support board effectiveness. Governance controls around ownership, prohibitions, and clawbacks are shareholder‑friendly. Monitor use of compensation discretion and ensure continued committee refreshment and independent challenge.

Appendices

Director Compensation Detail (2024)

Committee Assignments and Meetings (2024)

AIP Metric Outcomes (2024)

Ownership & Policies

• Beneficial ownership: Quinn 53,050 shares; <1%; shares outstanding 13,041,128 as of March 19, 2025 .
• Director ownership guideline: 10x annual cash retainer; compliance expected/met within five years .
• No hedging, short sales, or pledging; strong clawback policy aligned with NYSE rules .