Steven C. Mizell
GROUP 1 AUTOMOTIVEAbout Steven C. Mizell
Independent director (age 65), serving on Group 1 Automotive’s board since 2021; former Executive Vice President and Chief Human Resources Officer at Merck & Co., Inc. (2018–April 2024). Committee assignments: Compensation & Human Resources (CHR) and Governance & Corporate Responsibility (GCR). Education: B.S. in Industrial Management (Georgia Tech) and M.S. in Management (Carnegie Mellon).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | EVP & CHRO | 2018–Apr 2024 | Led global human capital; company recognized by Fortune/Great Place to Work, Fast Company, Working Mother, U.S. Veterans Magazine, People Magazine. |
| Monsanto | SVP & CHRO (later EVP & CHRO) | 2004–2018 | Senior HR leadership at global agriculture leader. |
| AdvancePCS | SVP & Chief Corporate Resources Officer | Prior to 2004 | Senior HR/Corporate resources leadership at pharmaceutical company. |
| NACD | Directorship Certified | N/A | Governance credential (NACD Directorship Certified). |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Allegion plc | Director | Current | Public company board service. |
| GRAIL, Inc. | Director | Current | Board service for healthcare diagnostics company. |
| Oshkosh Corporation | Director | Former | Prior public company board service. |
- Interlocks/network: Charles L. Szews (GPI Non-Executive Chair) is former CEO of Oshkosh Corporation, creating a network link via Oshkosh board/management experience (no related-party transactions disclosed).
Board Governance
- Independence: Labeled “IND”; both CHR and GCR committees are fully independent under NYSE/SEC rules. 7 of 9 nominees were independent in 2024.
- Attendance and engagement (2024): Overall Board attendance 98.1%; combined Board/committee attendance 99.4%; 100% attendance at 2024 Annual Meeting.
- Board leadership: Separate independent Non-Executive Chair (Charles L. Szews) since May 2023.
- Securities Trading Policy on insider trading/repurchases is in place (filed as Exhibit 19.1 to the 2024 10-K).
- No charitable donations to organizations affiliated with directors/officers in 2024 (reduces related-party risk).
Fixed Compensation (Director)
| Component | 2024 Structure | 2024 Amount (Mizell) |
|---|---|---|
| Annual cash retainer | $65,000 | $65,000 |
| Equity retainer (RSUs or restricted stock) | $225,000 grant-value (per director) | $224,867 grant-date fair value |
| Committee chair fees (if applicable) | Audit $30k; CHR $25k; FRM $25k; GCR $25k | Not a chair; no chair fees. |
| Meeting fees | None (no per-meeting fees) | N/A |
| Grant detail | 739 shares (restricted stock or RSUs) granted Jan 2, 2024; Mizell elected RSUs | 739 RSUs |
- RSU vesting/settlement: Director RSUs vest immediately; settled upon retirement, death, or disability; RSUs have been settled in cash since Jan 1, 2019.
Performance Compensation (Executive programs overseen by CHR Committee)
The CHR Committee (member: Mizell) sets executive pay metrics; 2024 Annual Incentive Plan metrics and results:
| Metric | Weight | Threshold | Target | Maximum | Actual/Adjusted Result |
|---|---|---|---|---|---|
| Adjusted Net Income from Continuing Operations (non-GAAP) | 80% | $446mm | $557mm | $613mm | $548mm (adjusted from reported $531mm for CDK cyber incident) |
| Parts & Service Gross Profit | 20% | $1,157mm | $1,285mm | $1,478mm | $1,368mm |
- Discretionary adjustment: CHR Committee increased adjusted net income by ~$17mm to offset CDK outage impact, citing operational effectiveness and data protection.
- Performance shares (2024 awards): ROIC and rTSR (50/50); rTSR capped at 100% payout if negative; maximum value limit at 400% of grant value.
- 2025 change: Performance shares moved to adjusted EPS (50%) and rTSR (50%) to better align management influence and peer practices.
- Say-on-pay support: ~98% approval at 2024 Annual Meeting.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Allegion plc | Director (Mizell) | None disclosed with GPI operations. |
| GRAIL, Inc. | Director (Mizell) | None disclosed with GPI operations. |
| Oshkosh Corporation | Former Director (Mizell) | Network overlap with Szews (former CEO); no related transactions disclosed at GPI. |
Expertise & Qualifications
- Senior leadership across global enterprises; extensive human capital management expertise; international and M&A experience; Human Resources/culture leadership.
Equity Ownership
| As-of Date | Direct/Common Shares | RSUs (no voting/dispositive power) | Ownership % |
|---|---|---|---|
| March 19, 2025 | 533 | 3,940 | <1% (no percent shown; group total 2.1%) |
| Policy context | Stock ownership guideline | 10x annual cash retainer for directors | Compliance: each director/officer has met or is expected to meet within 5 years. |
| Hedging/pledging | Prohibited for directors/officers | Short sales, hedging, pledging disallowed | Policy reduces alignment risk concerns. |
Insider Trades (Form 4)
| Date | Code | Shares | Price | Holdings After | Source |
|---|---|---|---|---|---|
| 2025-07-29 | S | 525 | $417.98 | 8 (direct) |
- Coverage corroboration: news aggregators reported the same 525-share sale for ~$219,439.
Governance Assessment
-
Strengths
- Independence; service on CHR and GCR committees that are fully independent; strong board-wide attendance; independent chair structure.
- Robust governance policies: prohibition on hedging/pledging; rigorous director stock ownership guideline (10x cash retainer); transparent trading policy; no charitable donations to director-affiliated organizations in 2024.
- CHR committee uses clear performance metrics (Adjusted Net Income and Parts & Service Gross Profit) with disclosed thresholds/targets; say-on-pay support ~98%.
-
Watchpoints/RED FLAGS
- Discretionary uplift to adjusted net income for CDK outage increases subjectivity in annual incentive outcomes; investors should monitor the consistency of such adjustments over time.
- Director equity retainer RSUs settle in cash at separation (since 2019), which can modestly weaken ongoing “skin-in-the-game” versus in-share settlement.
- July 2025 sale reduced direct common ownership to 8 shares; while RSUs count toward guidelines, very low direct-share exposure is a caution signal for alignment.
Director Compensation Structure Analysis (Year-over-Year)
| Year | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2023 | 45,500 | 199,853 | 264,853 |
| 2024 | 65,000 | 224,867 | 289,867 |
- Mix remains cash retainer plus annual equity grant; 2024 amounts increased versus 2023 in line with broader compensation updates.
Board Governance (Committee Details)
| Committee | 2024 Meetings | Mizell Member | Scope |
|---|---|---|---|
| Compensation & Human Resources (CHR) | 6 | Yes | Executive pay design, goals, pay decisions; succession planning; human capital oversight. |
| Governance & Corporate Responsibility (GCR) | 4 | Yes | Board composition/refreshment; director nominations; independence; governance policies; CEO succession process. |
| Audit | 7 | No | Financial reporting, internal controls, compliance, cybersecurity policy compliance. |
| Finance/Risk Management (FRM) | 4 | No | Capital structure, risk management (including cybersecurity, AI strategy), treasury, insurance. |
Other Directorships & Interlocks
| Company | Sector | Potential GPI Conflict? |
|---|---|---|
| Allegion plc | Security products | None disclosed. |
| GRAIL, Inc. | Oncology diagnostics | None disclosed. |
| Oshkosh Corporation (former) | Specialty vehicles | No related-party transactions disclosed; network overlap with Szews noted. |
Equity Ownership & Alignment
- Beneficial ownership: 533 common shares as of March 19, 2025; RSUs outstanding 3,940 (count toward guidelines though no voting/dispositive power). Ownership <1% of shares outstanding.
- Guideline: Directors must hold 10x annual cash retainer; compliance expected within 5 years (company discloses directors/officers have met or are expected to meet).
- Hedging/pledging: Prohibited; strong alignment policy.
Governance Signals to Monitor
- Consistency and transparency in compensation metric adjustments (e.g., CDK incident uplift).
- Ongoing equity holding mix (RSUs settled in cash vs. direct share accumulation) for directors.
- Continued high attendance and independent committee oversight.