Steven P. Stanbrook
GROUP 1 AUTOMOTIVEAbout Steven P. Stanbrook
Steven P. Stanbrook (age 67) is an independent director of Group 1 Automotive, Inc. (GPI) serving since 2019. He is the former Chief Operating Officer, International Markets of S.C. Johnson, Inc., with 30+ years operating experience in global consumer packaged goods; he holds an HNC in Business Studies from Thames Valley University (U.K.). His core credentials include senior leadership, international operations, M&A, human capital, and P&L responsibility, reflected in extensive global operating roles and public board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S.C. Johnson, Inc. | Chief Operating Officer, International Markets | 19-year career; retired 2015 | Led global operations across international markets; extensive CPG operating experience |
| Sara Lee Corporation | Chief Executive Officer, Sara Lee Bakery | Not disclosed | Senior leadership in food manufacturing; business development |
| CompuServe | Senior leadership roles | Not disclosed | Global ISP operating experience; technology/business development exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Primo Brands Corporation (formerly Primo Water Corporation) | Director | Current | Public company board service |
| Voyant Beauty, LLC | Director | Current | Private company board service |
| Chiquita Brands International, Inc. | Director | Former | Former public company board |
| Hewitt Associates, Inc. | Director | Former | Former public company board |
| Imperial Brands plc | Director | Former | Former public company board |
Board Governance
| Committee | Role | 2024 Meetings | Scope Highlights |
|---|---|---|---|
| Audit Committee | Member | 7 | Oversight of financial statements, auditors, internal controls, compliance; audit committee financial experts identified on committee (Barth, Quinn, Szews) |
| Compensation & Human Resources (CHR) Committee | Member | 6 | Executive compensation design, incentive metrics/goals, succession planning, human capital management |
| Governance & Corporate Responsibility (GCR) Committee | Member | 4 | Board composition, governance guidelines, director orientation and continuing education, annual self-evaluation, non-employee director compensation recommendations |
- Independence: Stanbrook is an independent director; Audit, CHR, and GCR committees are composed exclusively of independent directors under NYSE/SEC rules .
- Attendance: Overall board attendance at six 2024 Board meetings was 98.1%; overall attendance by directors at Board and respective committee meetings was 99.4%; 100% director attendance at the 2024 Annual Meeting .
- Board leadership: Independent Non-Executive Chair (Charles L. Szews); separation of Chair and CEO roles enhances oversight; independent directors meet regularly without management .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $65,000 | Paid quarterly; no meeting fees for regular Board/committee meetings |
| Committee Chair Fees | $0 | Stanbrook is not a chair; chair fees: Audit $30,000; CHR $25,000; FRM $25,000; GCR $25,000 |
| Fees Earned or Paid in Cash (reported) | $65,000 | As disclosed in 2024 Director Compensation table |
Performance Compensation
| Equity Component (2024) | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Settlement | Instrument |
|---|---|---|---|---|---|
| Annual Equity Retainer | Jan 2, 2024 | 739 | $224,867 | Vests immediately; settles upon retirement, death, or disability | Restricted stock (Stanbrook elected restricted stock) |
No performance-based metrics apply to director equity; GPI does not grant stock options to directors/employees currently (no option grants or repricing) .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Public company boards | Current: Primo Brands Corporation (formerly Primo Water); Former: Chiquita Brands, Hewitt Associates, Imperial Brands plc |
| Private boards | Voyant Beauty, LLC |
| Interlocks/conflicts | The Board determined non-employee directors have no material relationship with GPI; no charitable donations to organizations affiliated with directors/officers in 2024 |
Expertise & Qualifications
- Senior leadership across complex global enterprises; international operations and P&L responsibility .
- Industry experience (consumer packaged goods) and business development/M&A expertise .
- Human resources/cultural oversight experience; governance service across multiple boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Steven P. Stanbrook | 9,392 | <1% | Beneficial ownership as of March 19, 2025; directors prohibited from pledging/hedging company stock |
- Stock ownership guidelines: Non-employee directors must hold stock valued at 10x annual base cash retainer; directors must comply within five years of joining the Board; each director has met or is expected to meet current requirements .
Governance Assessment
- Breadth of committee service (Audit, CHR, GCR) signals deep engagement with financial oversight, pay design, and governance—positive for board effectiveness and investor confidence .
- Independence affirmed; high overall board/committee attendance in 2024 supports strong engagement .
- Compensation governance: As a CHR Committee member, Stanbrook participated in 2024 pay decisions and policy updates; the CHR Committee exercised discretion to adjust adjusted net income for AIP due to the CDK cyber incident—investors should note use of positive adjustments in exceptional circumstances .
- Alignment safeguards: Robust stock ownership requirements for directors; prohibitions on short sales, pledging, and hedging; comprehensive clawback policy compliant with NYSE rules for incentive compensation—mitigates risk and aligns interests .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or option repricing. Note: CHR discretionary positive adjustment to AIP metric in 2024 (CDK incident) warrants ongoing monitoring of compensation judgment and precedent .