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SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS | 12 Months Ended
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Dec. 31, 2024
Compensation Related Costs [Abstract] |
SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS | SHARE-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS On March 13, 2012, our Board of Directors, upon the recommendation of our Compensation and Human Resources Committee, approved the 2012 Equity Incentive Plan (the "2012 Plan"). On April 18, 2012, our shareholders approved the 2012 Plan, which replaced our previous equity incentive plan. The 2012 Plan expired on March 13, 2022 and provided for the grant of options, performance share units, restricted share units and shares of restricted stock to our directors, officers and employees in the total amount of 1.5 million shares. On April 17, 2019, the stockholders of the Company approved the Asbury Automotive Group, Inc. 2019 Equity and Incentive Compensation Plan (the "2019 Plan") and authorized a total of 1,590,000 shares of common stock for issuance under the 2019 Plan ("Plan Shares"). The Plan Shares include 641,363 shares of common stock which remained unissued under the 2012 Plan. No further grants of awards will be made under the 2012 Plan; however outstanding awards under the 2012 Plan will continue in effect in accordance with their terms and conditions. There were approximately 1.3 million shares available for grant in accordance with the 2019 Plan as of December 31, 2024. We issue shares of our common stock upon the vesting of performance share units or restricted share units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of equity-based awards, we repurchase a portion of the shares issued equal to the amount of employee income tax withholding. We recognized $26.7 million ($6.7 million tax benefit), $23.5 million ($5.8 million tax benefit) and $20.6 million ($5.0 million tax benefit) in share-based compensation expense for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $16.4 million of total unrecognized share-based compensation expense related to non-vested share-based awards granted under the 2012 Plan and 2019 Plan, and the weighted average period over which it is expected to be recognized is 1.5 years. Further, we expect to recognize $2.6 million of this expense in 2025, $9.1 million in 2026, $4.6 million in 2027. Performance Share Units During the year ended December 31, 2024, the Compensation and Human Resources Committee of the Board of Directors approved the grant of up to 86,662 performance share units, which represents 150% of the target award. Performance share units provide an opportunity for the employee-recipient to receive a number of shares of our common stock based on our performance during a specified year period following the grant as measured against objective performance goals as determined by the Compensation and Human Resources Committee of our Board of Directors. The actual number of units earned may range from 0% to 150% of the target number of units depending upon achievement of the performance goals. Performance share units vest in three equal annual installments with one-third of the award vesting on each of the (i) later of the first anniversary of the grant date, or the date the Compensation and Human Resources Committee determines the actual award, (ii) second anniversary of the grant date and (iii) third anniversary of the grant date. Upon vesting, each performance share unit equals one share of common stock of the Company. Compensation cost for performance share units is based on the closing price of our common stock on the date of grant and the ultimate performance level achieved and is recognized on a graded basis over the three-year vesting period. The following table summarizes information about performance share units for 2024:
| Shares |  | Weighted Average Grant Date Fair Value
Non-vested at January 1, 2024 | 100,063 |  |  | $ | 207.28 |
Granted | 86,662 |  |  | 216.89 |
Vested | (43,009) |  |  | 183.58 |
Forfeited or unearned | (25,179) |  |  | 228.63 |
Non-vested at December 31, 2024 | 118,537 |  |  | $ | 214.87 |
The weighted average grant-date fair value of performance share units and total fair value of performance share units vested are summarized in the following table:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Weighted average grant-date fair value of performance share units granted | $ | 216.89 |  |  | $ | 232.24 |  |  | $ | 185.05 |
Total fair value of performance share units vested (in millions) | $ | 7.9 |  |  | $ | 7.0 |  |  | $ | 5.7 |
Restricted Share Units During the year ended December 31, 2024, the Compensation and Human Resources Committee of the Board of Directors approved the grant of 99,233 shares of restricted share units. Restricted share units generally vest in three equal annual installments commencing on the first anniversary of the grant date. Compensation cost for restricted share units is based on the closing price of our common stock on the date of grant and is recognized on a straight-line basis over the three-year vesting period. The following table summarizes information about restricted share units for 2024:
| Shares |  | Weighted Average Grant Date Fair Value
Non-vested at January 1, 2024 | 108,794 |  |  | $ | 204.35 |
Granted | 99,233 |  |  | 216.09 |
Vested | (84,713) |  |  | 199.54 |
Forfeited | (10,425) |  |  | 219.84 |
Non-vested at December 31, 2024 | 112,889 |  |  | $ | 216.84 |
The weighted average grant-date fair value of restricted share units and total fair value of restricted share units vested are summarized in the following table:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Weighted average grant-date fair value of restricted share units granted | $ | 216.09 |  |  | $ | 231.70 |  |  | $ | 184.67 |
Total fair value of restricted share units vested (in millions) | $ | 16.9 |  |  | $ | 13.1 |  |  | $ | 8.5 |
Restricted Stock Awards Restricted stock awards vest in three equal annual installments commencing on the first anniversary of the grant date. Compensation cost for restricted stock awards is based on the closing price of our common stock on the date of grant and is recognized on a straight-line basis over the three-year vesting period. The Company's most recent grant of restricted stock awards occurred in 2019 and has since been replaced with restricted share units. As of December 31, 2024 all restricted stock awards have vested. The following table summarizes information about restricted stock awards for 2024:
| Shares |  | Weighted Average Grant Date Fair Value
Non-vested at January 1, 2024 | 2,169 |  |  | $ | 69.18 |
Vested | (2,169) |  |  | 69.18 |
Non-vested at December 31, 2024 | — |  |  | $ | — |
The weighted average grant-date fair value of restricted stock awards and total fair value of restricted stock awards vested are summarized in the following table:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Weighted average grant-date fair value of restricted stock granted | $ | — |  |  | $ | — |  |  | $ | — |
Total fair value of restricted stock awards vested (in millions) | $ | 0.2 |  |  | $ | 0.2 |  |  | $ | 2.3 |
Employee Retirement Plan The Company sponsors the Asbury Automotive Retirement Savings Plan (the "Retirement Savings Plan"), a 401(k) plan, for eligible employees. Employees electing to participate in the Retirement Savings Plan may contribute up to 75% of their annual eligible compensation. IRS rules limited total participant contributions during 2024 to $23,000, or $30,500 if age 50 or more. After one year of employment, we match 50% of employees' contributions up to 6% of their eligible compensation. Employer contributions vest on a graded basis over 4 years after the date of hire. The Company's expense related to employer matching contributions totaled $18.4 million, $16.0 million and, $18.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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- Definition The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 710 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/710/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 712 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/712/tableOfContent Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 715 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/715/tableOfContent Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent + Details
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