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GROUP 1 AUTOMOTIVE INC : Change in Directors or Principal Officers (form 8-K)

06/02/2020 | 05:33pm

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


On May 29, 2020, John C. Rickel, currently serving as Senior Vice President and
Chief Financial Officer of Group 1 Automotive, Inc. (the "Company"), provided
notice of his resignation as Chief Financial Officer, effective no earlier than
August 14, 2020, and entered into a Transition and Separation Agreement (the
"Agreement") with the Company, effective June 1, 2020 (the "Effective Date").

Pursuant to the terms of the Agreement, on August 14, 2020 or, if later, the
date that the Company files its Form 10-Q for the period ending June 30, 2020
(the "Transition Date"), Mr. Rickel will cease to serve as Chief Financial
Officer of the Company and will transition into the role of Corporate Finance
Director and will continue to serve in this transition role until his retirement
from the Company on December 31, 2020. Until the Transition Date, Mr. Rickel
will remain in the role of Chief Financial Officer. From the Effective Date
until his retirement, Mr. Rickel will continue to receive his current salary and
benefits, but will not be eligible to receive a bonus for 2020 or any new grants
of long-term incentive plan awards.

Upon Mr. Rickel's retirement on December 31, 2020 (or upon any earlier
retirement date that is not a result of a termination (i) by the Company for
cause (as such term is defined in Mr. Rickel's employment agreement dated
January 1, 2009), (ii) for death or disability, or (iii) by Mr. Rickel), and
subject to his execution of a release of claims, Mr. Rickel's outstanding
time-based restricted stock awards will continue to vest and otherwise be
subject to the terms and conditions of his restricted stock award agreements,
including the qualified retirement provisions of those awards; provided,
however, that the Compensation Committee of the Board of Directors of the
Company has waived the age requirements necessary for Mr. Rickel to terminate
pursuant to a qualified retirement under those awards, entitling Mr. Rickel to
vesting under his awards on the second anniversary of his retirement if he
complies with certain restrictive covenants, including but not limited to,
confidential information, non-competition and non-solicitation provisions
associated with those awards. In addition, upon any termination of Mr. Rickel's
employment by the Company without cause prior to December 31, 2020, he will be
entitled to receive, subject to his execution of a release, payment of his
remaining base salary for the period through December 31, 2020. Mr. Rickel's
previously granted performance based equity awards will be forfeited upon the
Effective Date, and upon his retirement, he will not be entitled to any of the
severance benefits otherwise payable pursuant to his employment agreement.

On June 1, 2020, the Board of Directors of the Company approved the appointment
of Daniel McHenry as the new Senior Vice President and Chief Financial Officer
of the Company, replacing John C. Rickel, who will retire from the Company at
the end of 2020. Mr. McHenry's appointment is expected to be effective on August
15, 2020
or shortly thereafter, following Mr. Rickel's transition into the role
of Corporate Finance Director, as described above (such appointment date, the
"Appointment Date").

Mr. McHenry, age 46, has served as the Finance Director and Chief Financial
Officer of Group 1 Automotive UK Limited, a subsidiary of the Company, since
2007. He is a native of Belfast, Northern Ireland and holds a bachelor's degree
in Economics from Queens University Belfast and a master's degree in Accounting
and Management Science from Southampton University. Additionally, he is a member
of the Association of Chartered and Certified Accountants in the UK. Mr. McHenry
joined the Company in 2007 as part of the acquisition of Chandlers BMW in
southern England, the Company's first venture in the UK. Prior to entering the
auto retail business, McHenry had five years of experience with KPMG in the UK.

There are no family relationships between Mr. McHenry and any of the Company's
executive officers or directors.

Pursuant to an offer letter entered into between the Company and Mr. McHenry on
June 1, 2020 (the "Offer Letter"), effective as of the Appointment Date, Mr.
will receive an annual salary of $575,000 (which amount will be
temporarily reduced by 20% to $460,000 until the full salary level for the
Company's Senior Vice Presidents is restored to 100% by the Compensation
Committee) and will be eligible for an annual bonus opportunity equal to a
maximum of 115% of his base salary. In addition, Mr. McHenry will be granted, on
or following the Appointment Date (and subject to Mr. McHenry's execution of an
Incentive Compensation and Non-Compete Agreement pursuant to which he agrees to
certain restrictive covenants), an initial restricted stock award for a number
of shares of the Company's common stock that is equal to $200,000, divided by
the closing price of our common stock on the date of grant. This initial
restricted stock award will vest 40% on the second anniversary of the date of
grant, with an additional 20% vesting on each subsequent annual anniversary date
thereafter. Mr. McHenry will also be eligible to receive future annual
restricted stock awards, which will be based on his performance and subject to
approval by the Compensation Committee and which are expected to be granted at
the same time and with similar vesting provisions as applicable for other
executive officers of the Company. In connection with his appointment, Mr.
will also be eligible for a monthly automobile allowance of $1,250, the
use of one demonstrator vehicle, a relocation allowance of up to $75,000, and
payment of rental expenses for temporary housing in Houston, Texas for a period
of up to one year from the date of his new appointment. Finally, Mr. McHenry
will be eligible to participate in


other benefit plans and programs on similar terms as other senior executive
officers of the Company, which shall include, among other things, participation
in the Executive Life Insurance Plan and Executive Long-Term Disability Plan.

The foregoing descriptions of the Offer Letter and the Agreement are qualified
by reference to the full texts of such arrangements, a copy of each of which is
expected to be filed as an exhibit to the Company's Form 10-Q for the quarter
ending June 30, 2020, and the full text of the previously filed award agreements
evidencing (i) certain of Mr. Rickel's outstanding equity awards and (ii) the
Company's form restricted stock agreement available for future awards for Mr.

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