Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Asbury Automotive Group, Inc. ("Asbury" or the "Company"), announced that Patrick Guido, age 47, has been appointed to serve as Senior Vice President & Chief Financial Officer of the Company, effective May 11, 2020. Mr. Guido joins the Company from lululemon athletica inc., a NASDAQ-listed multinational designer, distributor, and retailer of healthy lifestyle inspired athletic apparel and accessories, where he served as Chief Financial Officer since April 2018. Prior to that, Mr. Guido spent seven years at VF Corporation, a global leader in branded lifestyle apparel, footwear and accessories. During his seven-year tenure at VF Corporation, he served as Treasurer and Vice President of Corporate Development, managing capital allocation strategies, mitigating global financial risk, and executing on multiple strategic initiatives for the company. Previously, Mr. Guido served in roles of increasing responsibilities at The Home Depot, Inc. and Saks Incorporated. Mr. Guido received his MBA from Vanderbilt University, and holds a BA from Georgetown University.
Mr. Guido will assume the role of principal financial officer on May 11, 2020, and Mr. Stax’s tenure as Interim Principal Financial Officer will end on such date. Mr. Stax, however, will continue to serve as Vice President, Corporate Controller & Chief Accounting Officer of the Company.
Mr. Guido has entered into a letter agreement with the Company in connection with his appointment (the “Letter Agreement”). Pursuant to the terms thereof, Mr. Guido will be entitled to receive an annual base salary of $625,000 with a one-time signing bonus in the amount of $250,000 and a relocation allowance of $150,000. The Company also will grant Mr. Guido an award of restricted share units valued at $600,000 upon the commencement of his employment. The shares will vest ratably over 3 years. Mr. Guido also will become eligible for a target annual cash bonus under the Company's annual cash incentive plan equal to 75% of his base salary pro-rated for 2020. Mr. Guido will also be granted the use of a demonstrator vehicle. Mr. Guido also will receive a severance pay agreement providing base salary continuation for one year and a pro-rated bonus for the portion of the year he served in the event he is terminated without “cause” or resigns for “good reason” as provided therein. Mr. Guido will enter into the Company’s standard indemnification agreement. The indemnification agreement will be identical in all material respects to the Company’s form of Indemnification Agreement, filed with the SEC on April 30, 2010 as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
In light of the current economic environment and consistent with the other executive officers of the Company, Mr. Guido has agreed to assume a temporary reduction in pay of 20% of his annual base salary. In connection with his entering into a severance pay agreement, the Company expects Mr. Guido to waive his right to terminate his employment for “good reason” due to a reduction in salary as defined in the severance pay agreement; provided that if he is terminated during the temporary period, the applicable severance payment will be calculated pursuant to and in accordance with the terms of his severance pay agreement using the base salary in effect immediately prior to the pay reduction.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release issued by the Company announcing Mr. Guido’s appointment as Senior Vice President & Chief Financial Officer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.