abg-20260324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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Asbury Automotive Group, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Asbury Automotive Group, Inc.

6655 Peachtree Dunwoody Road

Atlanta, GA 30328

(770) 418-8200

March 24, 2026

Dear Stockholders,

On behalf of the Board of Directors and management of Asbury Automotive Group, Inc., we cordially invite you to attend our 2026 Annual Meeting of Stockholders.

As you know, an important aspect of the annual meeting process is the vote by stockholders on corporate business. The matters to be voted on are described in the notice of meeting and the proxy statement. We value your vote and urge you to exercise your rights as a stockholder to vote. Whether or not you plan to attend the meeting, please read the enclosed proxy statement and complete, sign and date the enclosed proxy card and return it as promptly as possible in the accompanying postage paid envelope or vote by telephone or the Internet. This will ensure that your shares are represented at the meeting

Sincerely,

David W. Hult

President, Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT

Asbury Automotive Group, Inc.

6655 Peachtree Dunwoody Road

Atlanta, GA 30328

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

AND IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 2026

To Our Stockholders:

The 2026 Annual Meeting of Stockholders of Asbury Automotive Group, Inc. (the “2026 Annual Meeting”) will be held at our corporate headquarters located at 6655 Peachtree Dunwoody Road, Atlanta, GA 30328 on May 4, 2026, at 12:00 p.m., Eastern Time, for the purpose of considering and acting upon the following proposals:


			Proposal 1:			election of eleven director nominees to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
			Proposal 2:			approval, on an advisory basis, of the compensation of our named executive officers;
			Proposal 3:			ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026;
			Proposal 4:			approval to amend our Amended and Restated Certificate of Incorporation (the "Charter") to eliminate supermajority voting requirements;
			Proposal 5:			stockholder proposal regarding special stockholder meetings; and
			Proposal 6:			any other matters that may properly come before the 2026 Annual Meeting or any adjournments or postponements of the 2026 Annual Meeting.

Only stockholders of record, as of 5:00 p.m., Eastern Time, on March 18, 2026 (the "Record Date") are entitled to notice of, to attend, and to vote at, the 2026 Annual Meeting and any adjournments or postponements of the 2026 Annual Meeting. A list of these stockholders will be available for inspection by stockholders during normal business hours during the ten-day period immediately prior to the 2026 Annual Meeting at our corporate headquarters located at 6655 Peachtree Dunwoody Road, Atlanta, GA 30328.

Your vote is important. Please vote as promptly as possible using any of the following methods:


			Internet:			Visit www.ProxyVote.com. You will need the control number included in your proxy card, voter instruction form or notice.
			Phone:			Call 1-800-690-6903 or the number on your voter instruction form. You will need the control number included in your proxy card, voter instruction form or notice.
			Mail:			Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.
			In Person:			Stockholders of record who attend the 2026 Annual Meeting and wish to vote in person will be given a ballot at the meeting. All other stockholders (those whose shares are held in the name of your bank, broker or other nominee) will need to obtain a proxy from the institution that holds your shares indicating that you were the beneficial owner of our common stock as of the Record Date for the 2026 Annual Meeting.

This proxy statement and the Company’s 2025 Annual Report on Form 10-K are available on the Internet at www.proxyvote.com.

BY ORDER OF THE BOARD OF DIRECTORS,

Dean A. Calloway

Senior Vice President, General Counsel & Secretary

TABLE OF CONTENTS


INFORMATION ABOUT THE MEETING			1

SECURITIES OWNED BY MANAGEMENT & CERTAIN BENEFICIAL OWNERS			4

Equity Ownership Guidelines			6
Policy Regarding Hedging or Pledging of Asbury Stock			6
Insider Trading Policy			6
Delinquent Section 16(a) Reports			6

PROPOSAL 1 - ELECTION OF DIRECTORS			7

GOVERNANCE OF THE COMPANY			15
Board Leadership Structure			15
Independence of Directors			15
Committees of the Board			16
Code of Business Conduct and Ethics and Corporate Governance Guidelines			18

The Board’s Risk Oversight Role			18
Corporate Responsibility			18
Nomination of Directors			19
Service Limitations			20
Communications with the Board			21
Related Person Transactions			21

DIRECTOR COMPENSATION			22
Director Fees			22
Meeting Attendance			22
2025 Director Compensation Table			23

EXECUTIVE OFFICERS			24

COMPENSATION DISCUSSION & ANALYSIS			25
Overview			25
Incentive Compensation Programs			26
Compensation Philosophy & Guidelines			26
Elements of Compensation			27
Total Compensation Program Supporting Attainment of Operating & Strategic Imperatives			27

Policies and Practices			28
The Role of Stockholder Say-on-Pay Votes and Related Considerations			29

Independent Compensation Consultant			29
Reviewing Executive Compensation			29
Additional Considerations in Making Executive Compensation Decisions			30

Review of 2025 Total Compensation			30
Employment, Severance and Change in Control Arrangements			36

Tax Treatment of Certain Compensation			36

BLE OF CONTENTS


COMPENSATION & HUMAN RESOURCES COMMITTEE REPORT			37


COMPENSATION COMMITTEE INTERLOCKS & INSIDER PARTICIPATION			37


EXECUTIVE COMPENSATION			38
2025 Summary Compensation Table			38
2025 Grants of Plan-Based Awards			39
Outstanding Equity Awards at 2025 Fiscal Year-End			40
2025 Option Exercises and Stock Vested			41

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			42


CEO PAY RATIO			46

PAY VERSUS PERFORMANCE			47

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			50


PROPOSAL 2 - ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION			51


AUDIT COMMITTEE REPORT			52

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53


Independent Registered Public Accounting Firm Fees			53
Audit Committee’s Pre-Approval Policies and Procedures			53

PROPOSAL 4 - APPROVAL TO AMEND OUR CHARTER TO ELIMINATE SUPERMAJORITY PROVISIONS			54

STOCKHOLDER PROPOSAL			56

OTHER MATTERS			58
Stockholder Proposals for the 2027 Annual Meeting			58
Compliance with Universal Proxy Rules for Director Nominations			58
Delivery of Proxy Materials to Households			58
Additional Information			58

APPENDIX A			60

APPENDIX B			63


Proposal	Matter	Board Vote Recommendations
1	Election of Directors	FOR each nominee
2	Approval, on an advisory basis, of the 2025 compensation of our named executive officers	FOR
3	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026	FOR
4	Approval to amend our Charter to eliminate supermajority voting requirements	FOR
5	Stockholder proposal regarding special stockholder meetings	AGAINST


*			You may vote by mail. If you properly complete and sign the accompanying proxy card or voter instruction form and return it in the enclosed envelope, your shares will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in the United States.
(			You may vote by telephone. If you are a stockholder of record (your shares are registered directly in your name with our transfer agent), you may vote by telephone at 1-800-690-6903. If your shares are held in “street name” by a bank, broker or other nominee, you may also be able to vote by phone. Please check the voting instruction form provided by your bank, broker or other nominee to see if it offers this option.
:			You may vote by Internet. Stockholders of record may vote via the Internet at www.proxyvote.com by following the voting instructions on the proxy card. If your shares are held in “street name” by a bank, broker or other nominee, you may also be able to vote by Internet. Please check the voting instruction form provided by your bank, broker or other nominee to see if it offers this option.
m			You may vote in person at the 2026 Annual Meeting. If you are a stockholder of record and attend the 2026 Annual Meeting and wish to vote in person, you will be given a ballot at the meeting. However, if your shares are held in the name of your bank, broker or other nominee, you will need to obtain a proxy from the institution that holds your shares indicating that you were the beneficial owner of our common stock as of the Record Date for the 2026 Annual Meeting. Please contact the bank, broker or other nominee holding your shares directly if you would like to obtain a proxy to vote your shares directly at the 2026 Annual Meeting. Even if you plan to attend the 2026 Annual Meeting, please complete, sign and return your proxy card, or vote by telephone or the Internet, to ensure that your shares are represented. If you attend the 2026 Annual Meeting, any votes you cast at the meeting will supersede your proxy.


Name of Beneficial Owner	Shares Beneficially Owned(†)
	Number	%
Principal Stockholders

BlackRock, Inc.(1)	2,935,074	15.2	%
The Vanguard Group(2)	2,319,293	12.0	%
Abrams Capital Management, LP(3)	2,116,040	11.0	%
Impactive Capital LP(4)	1,247,027	6.5	%
Dimensional Fund Advisors LP(5)	1,098,488	5.7	%
Eminence Capital, LP(6)	972,405	5.0	%
Current Directors, Including Director Nominees

Joel Alsfine	9,979	*
Daniel E. Clara	3,816	*
B. Christopher DiSantis	6,243	*
William D. Fay	4,367	*
David W. Hult	55,420	*
Juanita T. James	7,396	*
Philip F. Maritz	7,864	*
Maureen F. Morrison	6,756	*
Shamla Naidoo	1,068	*
Thomas J. Reddin	11,470	*
Bridget Ryan-Berman	7,897	*
Hilliard C. Terry, III	3,889	*
Named Executive Officers Who Are Not Directors or Director Nominees

Dean A. Calloway	3,083	*
Jed M. Milstein	6,948	*
Michael D. Welch	9,122	*
Current Directors & Executive Officers

As a group (15 persons)	145,318	*


Thomas J. Reddin
Non-Executive Board Chair Independent Director Age: 65 Director since: 2014 Committees: –Capital Allocation & Risk Management –Compensation & Human Resources –Governance & Nominating –Executive –Transaction			Mr. Reddin has served as the managing partner and owner of Red Dog Ventures LLC, a venture capital and advisory firm he founded, since 2009. Red Dog Ventures focuses on helping grow early-stage digital companies, and its portfolio has included positions in data, data analytics, artificial intelligence and machine learning, internet lead generation, search engine optimization, native advertising and data center management. Mr. Reddin was an early-stage member of the team that built LendingTree.com, a leader in online lending and e-commerce, and from 1999 to 2007 he held various senior executive positions, including Chief Executive Officer, President & Operating Officer, and Chief Marketing Officer. Mr. Reddin also previously worked in the consumer goods industry, spending 5 years at Coca-Cola USA where he was responsible for the Coca-Cola brand and played a lead role in the company’s entry into the bottled water category. He also spent 12 years at Kraft General Foods in various capacities related to brand management and finance. Mr. Reddin serves as a director, Chair of the Compensation Committee, and member of the Nominating & Governance Committee of Tanger, Inc. He also serves as a director, Chair of the Governance Committee and member of the Compensation Committee of Deluxe Corporation. Mr. Reddin previously served on the board of Premier Farnell plc from September 2010 to October 2016, on the Board of Valassis Communications Inc. from July 2010 to February 2014 and on the board of R.H. Donnelley from July 2007 to January 2010. Mr. Reddin brings over 30 years of executive and management experience in consumer marketing, e-commerce and lending, and has spent approximately two decades years in brand management and finance capacities in his previous roles. He also has cybersecurity experience as evidenced by a CERT Certification in Cybersecurity Oversight, which he obtained from Carnegie Mellon University, Software Engineering Institute. His extensive experience in emerging digital technology provides a significant insight into sales and marketing which are critical to the automotive retail industry. In addition, given his current and past experience serving as a director of public companies, the Board has determined that he has a broad range of experience as a director and a deep understanding of board oversight upon which to draw as he serves as the Non-Executive Board Chair, and as a member of our Governance & Nominating Committee, Compensation & Human Resources Committee, Capital Allocation & Risk Management Committee, Executive Committee and Transaction Committee.


Joel Alsfine
Independent Director Age: 56 Director since: 2015 Committees: –Capital Allocation & Risk Management –Compensation & Human Resources –Transaction			Mr. Alsfine is the Chief Investment Officer of Rugger Management, LLC.and has served in this role since 2023. Prior to joining Rugger Management, Mr. Alsfine spent 21 years with MSD Capital L.P. in New York, the investment firm formed in 1998 to exclusively manage the capital of Michael Dell and his family. Mr. Alsfine joined MSD Capital in 2002, serving as a partner from 2014 to 2020 and as senior advisor from 2020 to 2023. From 2000 to 2002, Mr. Alsfine was Managing Director of TG Capital Corp. in Florida. Prior to 2000, he held the post of Engagement Manager with McKinsey & Co. in New York, and also worked with Fisher Hoffman Stride in Johannesburg, South Africa. Additionally, Mr. Alsfine serves as a director and member of the Audit Committee and the Capital Allocation Committee of the Life Time Group Holdings Inc.board of directors and previously served on the boards of CC Neuberger Principal Holdings II and Party City Holdco Inc. until 2022 and 2023, respectively. With his extensive capital markets experience and financial and investment experience as a former partner and senior advisor at MSD Capital, the Board has determined that Mr. Alsfine has an astute understanding of market complexities, which provides valuable insights into effective strategy, including within the retail automotive industry. In addition, the Board believes that Mr. Alsfine’s years of financial and risk management-related experience at various private equity firms make him a valuable member of our Capital Allocation & Risk Management Committee, our Compensation & Human Resources Committee and our Transaction Committee, and position him well to provide valuable insight into capital allocation and risk management issues.


Daniel E. Clara
Executive Director Nominee Age: 46 Director since: N/A Committees: N/A			Mr. Clara has served as our Chief Operating Officer since February 2025. Prior to his appointment as Chief Operating Officer, Mr. Clara served as Senior Vice President, Operations from January 2020 to February 2025. Since joining the Company in 2002, Mr. Clara has held numerous leadership positions, including Vice President of Market Operations, Managing Market Director, General Manager, General Sales Manager, Used Car Manager, New Car Sales Manager, F&I Manager, and Client Advisor. Mr. Clara earned a bachelor’s degree in International Business from Northwood University. Also, Mr. Clara completed the Advanced Management Program from The Wharton School, University of Pennsylvania. Mr. Clara brings more than two decades of experience in automotive retail operations and possesses an in-depth understanding of the Company’s business and markets developed through progressive leadership roles. Mr. Clara’s demonstrated ability to execute strategic priorities, drive operational performance, and lead complex, multi-market organizations provides the Board with valuable insight into enterprise risks, strategic opportunities, talent development, and customer experience initiatives. Based on these qualifications, the Board has determined that it is appropriate for Mr. Clara to serve on the Board of Directors in anticipation of his appointment to the role of President & Chief Executive Officer effective as of the 2026 Annual Meeting.


B. Christopher DiSantis
Independent Director Age: 54 Director since: 2026 Committees: –Audit –Compensation & Human Resources			Mr. DiSantis is a Partner at American Securities, a private equity firm he joined in 2019. He is a member of the Operating Committee and leads the Resources Group, which assists their portfolio companies in value creation and the implementation of their strategic agendas. During his time at American Securities, Mr. DiSantis has also served in interim leadership roles for several of their companies. Before joining American Securities, Mr. DiSantis served as CEO of Verso Corporation, a North American producer of paper, packaging, and pulp. Prior to Verso, Mr. DiSantis served as CEO of H-D Advanced Manufacturing, a diversified motion-control technology enterprise serving the aerospace and industrial markets; CEO of Latrobe Specialty Metals, Inc., a manufacturer of premium alloys; and President of Hawk Corporation, which designed, manufactured, and distributed precision-engineered components. Mr. DiSantis brings more than three decades of management experience, driving human capital initiatives, complex transformations and post-acquisition integration. The Board has determined that Mr. DiSantis has demonstrated a consistent track record of creating value through both operational excellence and transformative growth strategies, operating in various industries, including the automotive parts supply sector. In addition, the Board believes that his deep management experience as CEO of several companies and value-creation experience demonstrated through repeated scaling, transformation, and performance improvement across complex operating environments position Mr. DiSantis to provide valuable strategic insights as a member of the Audit Committee and the Compensation & Human Resources Committee.


William D. Fay
Independent Director Age: 70 Director since: 2021 Committees: –Audit –Capital Allocation & Risk Management (Chair) –Governance & Nominating –Transaction			Mr. Fay is a former senior executive of Toyota Motor North America, Inc. and Toyota Motor Sales, USA, Inc. (collectively “Toyota”). During his career with Toyota, which began in 1982, Mr. Fay held senior management roles with Toyota, including most recently as Senior Vice President of Automotive Operations of Toyota North America (Toyota & Lexus Divisions) from 2017-2020. Prior to that, Mr. Fay held management roles with Toyota Motor Sales, including Group Vice President & General Manager (Toyota Division) from 2014-2017; Group Vice President – Toyota Marketing (Toyota Division) from 2010-2014; Vice President – Toyota Sales from 2007-2010; and General Manager (Boston/Los Angeles Regions) from 1995-2007. Mr. Fay has approximately four decades of experience as an executive with Toyota, a large vehicle manufacturer. Mr. Fay's broad automotive experience includes sales, marketing, OEM and dealership relations, customer experience and omnichannel. The Board has determined that Mr. Fay brings vast knowledge of the automotive industry and a valuable perspective on automotive manufacturers to the Board. Based on Mr. Fay's broad knowledge and experience in the automotive industry, the Board believes that Mr. Fay is well positioned to serve as the Chair of our Capital Allocation & Risk Management Committee, as a member of our Governance & Nominating Committee, Audit Committee and Transaction Committee.


David W. Hult
President & CEO Executive Director Age: 60 Director since: 2018 Committees: –Executive			Mr. Hult has served as our President & Chief Executive Officer since January 2018. Prior to becoming our President & Chief Executive Officer, Mr. Hult served as our Executive Vice President & Chief Operating Officer since November 2014 after holding the position of Chief Operating Officer at RJL-McLarty-Landers Automotive Holdings, LLC, an automotive franchise and dealership operator, from January 2013 to November 2014. From June 2004 to July 2012, Mr. Hult held several roles with Group One Automotive, Inc., including Vice President of Fixed Operations and Marketing, Regional Vice President - East Region, and Market Director for New England. He has been an operator at the General Manager level, as well as the regional level, for a number of large automotive dealership groups. After serving our country in the U.S. Army, Mr. Hult started his career as a retail sales associate within the automotive industry. Mr. Hult attended the Advanced Management Program at the Harvard Business School. Mr. Hult has over 20 years of experience as an operations executive at large auto retail companies. In his role as our President & Chief Executive Officer, Mr. Hult has primary responsibility for the day-to-day operations of the Company. Mr. Hult’s in-depth knowledge of the Company allows him to effectively identify strategic priorities, provide valuable input during Board discussions, and execute the Company’s strategy and business plans. Because of Mr. Hult’s position and significant experience in overseeing auto retail operations at the Company, the Board has determined that it is appropriate for Mr. Hult to also serve on the Board.


Juanita T. James
Independent Director Age: 73 Director since: 2007 Committees: –Audit –Governance & Nominating (Chair)			Ms. James served as the President & Chief Executive Officer of Fairfield County’s Community Foundation (“FCCF”) from October 2011 to October 2022. Prior to joining FCCF, Ms. James served as the Vice President and Chief Marketing and Communications Officer for Pitney Bowes, Inc. from May 2007 until November 2010, during which time she also served on its Chief Executive Officer Council and its Corporate Social Responsibility Committee. From October 2006 to May 2007, Ms. James served as the Vice President and Chief Communications Officer for Pitney Bowes. From October 2004 until October 2006, Ms. James served as the Vice President of Direct Marketing Strategy and Business Development for Pitney Bowes. From 2002 until 2004, Ms. James served as the Vice President, Project Leader of Human Resources Transformation for Pitney Bowes, where she led a global SAP Human Resources and Payroll implementation and launched the company’s first shared services initiative. Prior to joining Pitney Bowes in 1999, Ms. James was the Executive Vice President, Marketing and Editorial, for Doubleday Direct, Inc. Ms. James had a distinguished 20-year career at Time Warner, Inc., including 12 years in senior management positions. Ms. James also formerly served as the Chair of the Compensation Committee of the Board of Trustees of the University of Connecticut and as Chair of the Governance Committee for The Rouse Company. Based on her management experience at FCCF, Pitney Bowes and Doubleday Direct, the Board has determined that Ms. James brings to the Board demonstrated senior-level leadership experience. Through her various positions at Pitney Bowes, Ms. James also brings to the Board a broad understanding of sales, marketing, brand management, investor relations and general communications matters that affect large companies, which are areas critical to the automotive retail business and to which she can provide valuable insight. As a former member of the audit committee of The Rouse Company, the Board believes that Ms. James has valuable experience dealing with accounting principles, financial reporting rules and regulations, evaluating financial results and generally overseeing public company financial reporting processes. In addition, the Board believes that Ms. James’ service as former Chair of the Nominating and Governance Committee of The Rouse Company, as well as her prior and current service on numerous not-for-profit boards, provides her with additional experience upon which she can draw as a member of our Board and Audit Committee, and as Chair of our Governance & Nominating Committee.


Name	Fees Earned or Paid in Cash		Stock Awards(1)		All Other Compensation(2)		Total
Joel Alsfine	$	88,000	$	209,979	$	16,848	$	314,827
B. Christopher DiSantis(3)	$	—	$	—	$	—	$	—
William D. Fay	$	119,000	$	209,979	$	27,869	$	356,848
Juanita T. James	$	110,000	$	209,979	$	28,623	$	348,602
Philip F. Maritz	$	86,000	$	209,979	$	20,831	$	316,810
Maureen F. Morrison	$	128,250	$	209,979	$	17,382	$	355,611
Shamla Naidoo	$	98,000	$	209,979	$	21,266	$	329,245
Thomas J. Reddin	$	259,000	$	209,979	$	1,115	$	470,094
Bridget Ryan-Berman	$	85,000	$	209,979	$	34,305	$	329,284
Hilliard C. Terry, III	$	113,750	$	209,979	$	35,861	$	359,590


Maureen F. Morrison
Independent Director Age: 71 Director since: 2019 Committees: –Audit –Capital Allocation & Risk Management –Compensation & Human Resources (Chair)			Ms. Morrison is a former partner of PricewaterhouseCoopers (“PwC”), where she began her career in 1976, and became a partner in 1987. Ms. Morrison retired from PwC in 2015. During her career at PwC, Ms. Morrison served as Chair of the Nominating Committee for the Board of Partners, and as a member of the National Admissions Committee, and as a member of the Chief Auditor Network at PwC. Ms. Morrison currently serves as a director, Chair of the Board, member of the Nominating and Corporate Governance Committee and the Audit Committee of ePlus inc. Ms. Morrison previously served on the board of Safeguard Scientifics, Inc. from October 2017 to April 2023. Ms. Morrison has over 35 years of experience in public accounting, with extensive experience in accounting, finance, mergers and acquisitions and capital markets transactions. She has led audit engagements with prominent multibillion dollar, global, technology corporations, both public and private, and has diversified experience in software, IT-enabled solutions and consulting, hardware, and manufacturing. The Board has determined that as a result of her broad experience with complex accounting, financial and risk-related issues, Ms. Morrison is well-qualified to serve as a member of our Audit Committee and our Capital Allocation & Risk Management Committee, and Chair of our Compensation & Human Resources Committee.


Shamla Naidoo
Independent Director Age: 61 Director since: 2024 Committees: –Audit –Compensation & Human Resources			Ms. Naidoo served as the Head of Cloud Strategy and Innovation at Netskope, Inc. from 2021 until 2024, and as Vice President, Technology Risk & Global Chief Information Security Officer for International Business Machines Corporation ("IBM") from 2015 to 2021, where she was responsible for protecting IBM from cybersecurity threats and managing strategic risk in the IBM product portfolio. Ms. Naidoo currently serves as a director for QBE North America, a post she has held since January 2021, and as a director for WisdomTree, Inc., a post she has held since June 2023. Ms. Naidoo has also served as a board member for Reference Point LLC, which was acquired by Resources Connection, Inc. in 2024. She joined the audit committee of the Margaret A. Cargill Philanthropies, a grant-making foundation in July 2025. Ms. Naidoo has over 30 years in the technology sector and has vast experience with issues related to cybersecurity, regulatory compliance, and risk management. She is a frequent lecturer on the issues of privacy law and emerging technologies and has helped companies implement their digital transformation strategies and technology adoptions. The Board has determined that Ms. Naidoo’s proficiency in technology innovation, security, privacy, and regulatory compliance, coupled with her prior and current executive and director experience, makes her well-positioned to serve as a member of the Audit Committee and Compensation & Human Resources Committee.


Bridget Ryan-Berman
Independent Director Age: 65 Director since: 2018 Committees: –Capital Allocation & Risk Management –Compensation & Human Resources			Ms. Ryan-Berman has been an independent consultant since 2018 through her company, Ryan Berman Advisory, LLC, advising multi-channel brands and companies on business innovation and large-scale transformation designed around the consumer experience. From June 2016 to December 2017, Ms. Ryan-Berman served as Chief Experience and Strategy Officer of Enjoy Technology, Inc., a company that provides delivery and setup services for tech products. From 2011 to 2016, Ms. Ryan-Berman served as Chief Executive Officer of Victoria’s Secret Direct, LLC, an online and catalog division of Victoria’s Secret, a specialty retailer of women’s lingerie, beauty, apparel and accessories. She was formerly an independent consultant advising clients in the retail, wholesale and financial investment sectors providing strategic planning, business development and executive coaching services. Ms. Ryan-Berman served as Chief Executive Officer of Giorgio Armani Corp., the wholly owned U.S. subsidiary of Giorgio Armani S.p.A., a provider of fashion and luxury goods products, from 2006 to 2007 and Vice President/Chief Operating Officer of Apple Computer Retail from 2004 to 2005. Ms. Ryan-Berman also served in various executive positions with Polo Ralph Lauren Corporation, including Group President of Polo Ralph Lauren Global Retail, from 1992 to 2004 and held various capacities at The May Department Stores Company, Federated Department Stores, Inc. and Allied Stores Corp. from 1982 to 1992. Ms. Ryan-Berman serves as Lead Independent Director of the Board, member (prior Chair) of the Compensation Committee and member (prior Chair) of the Nominating and Corporate Governance Committee of Tanger, Inc. Ms. Ryan-Berman also serves as Chair of the Board and member of the Compensation and Human Capital Committee of Newell Brands, Inc. Previously, Ms. Ryan-Berman was an independent director for J Crew Group, Inc., BH Cosmetics, and Tegra Global. Ms. Ryan-Berman has over 35 years of experience in the retail business and as a senior level executive has helped oversee the strategies and operations of some of the leading fashion and luxury goods groups in the world. The Board believes that Ms. Ryan-Berman’s extensive experience in retailing and other related industries, as well as her prior and current service as a director of both private and public companies, positions her well to serve as a member of our Compensation & Human Resources Committee and our Capital Allocation & Risk Management Committee.


Hilliard C. Terry, III
Independent Director Age: 56 Director since: 2022 Committees: –Audit (Chair) –Capital Allocation & Risk Management			Mr. Terry served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited, an intermodal marine container management and leasing company from January 2012 to October 2018. Before joining Textainer, Mr. Terry was Vice President and Treasurer at Agilent Technologies, Inc., a diversified technology company, which he joined in 1999 and headed Investor Relations during Agilent’s spin-off from Hewlett-Packard and subsequent IPO. He previously held positions in investor relations and investment banking with Verifone, Inc., a payments company, from 1995 to 1999, Kenetech Corporation, an alternative energy company, from 1993 to 1995 and Goldman Sachs & Co., a financial services firm, from 1991 to 1993. Mr. Terry serves as a director, member of the Audit and Compliance Committee, member of the Enterprise Risk Management Committee and member of the Nominating & Governance Committee of Columbia Banking System, Inc. He also serves as a director and Chair of the Audit Committee of Upstart Holdings, Inc., a leading artificial intelligence consumer lending platform, and as a director of two private companies. Mr. Terry is a former public-company CFO with over 30 years of investor-facing and financial leadership experience and an informed perspective on digital transformation in customer-facing environments. The Board believes Mr. Terry's extensive management experience in finance, capital allocation, and corporate development, as well as his current service as a director of both private and public companies, makes him well qualified to be Chair of our Audit Committee and a valuable member of our Capital Allocation & Risk Management Committee.


Philip F. Maritz
Independent Director Age: 65 Director since: 2002 Committees: –Capital Allocation & Risk Management –Governance & Nominating –Executive			Mr. Maritz is the co-founder and President of Maritz, Wolff & Co., which manages the Hotel Equity Fund, a private equity investment fund that invests in luxury hotels and resorts. In 1990, he founded Maritz Properties, a commercial real estate development and investment firm where he serves as President. He is also the Managing Director of Broadreach Capital Partners, a private equity real estate investment fund and a member of the Council on Foreign Relations. Mr. Maritz has served as a member of our Board since 2002 and currently is a valuable member of the Capital Allocation & Risk Management Committee, the Governance & Nominating Committee, and the Executive Committee. During his tenure on the Board, Mr. Maritz served as Chair of the Audit Committee, Chair of the Risk Management Committee, and Chair of the Governance & Nominating Committee. Over the course of his almost 24 years as a Board member, he provided a rare blend of leadership, strategic insights and rigorous analytical inquiries. The Company thanks Mr. Maritz for his many years of service.


Position	Annual Retainer
Non-Management Directors	$	55,000
Non-Executive Chairman	$	160,000
Audit Committee Chair	$	25,000
Capital Allocation & Risk Management Committee Chair	$	15,000
Compensation & Human Resources Committee Chair	$	20,000
Governance & Nominating Committee Chair	$	15,000


Meeting Type	Per Meeting Fee
Board, Audit Committee, Compensation & Human Resources Committee, Governance & Nominating Committee and Capital Allocation & Risk Management Committee in person meetings	$	2,000
Board, Compensation & Human Resources Committee, Governance & Nominating Committee and Capital Allocation & Risk Management Committee virtual meetings	$	1,000
Audit Committee virtual meetings and Transaction Committee meetings	$	1,500
Executive Committee meetings, in person or virtual (payable to the Executive Committee chair only)	$	1,500


Name	Current Position	2025 Annualized Base Salary
David W. Hult	President & Chief Executive Officer	$	1,300,000
Daniel E. Clara	Chief Operating Officer	$	800,000
Michael D. Welch	Senior Vice President & Chief Financial Officer	$	750,000
Dean A. Calloway	Senior Vice President, General Counsel & Secretary	$	675,000
Jed M. Milstein	Senior Vice President & Chief Human Resources Officer	$	650,000

SEC Form DEF 14A filed by Asbury Automotive Group Inc