DEF 14A of Autonation, Inc., Mar 12, 2025

DEF 14A of Autonation, Inc.

Filed Mar 12, 2025 · FY20240000350698-25-000068

Open on EDGAR

  1. Directors

    Directors The Board has nominated the nine persons listed below to stand for election for a term expiring at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. See “Items To Be Voted On - Proposal 1: Election of Directors.” All of our director nominees were elected by our stockholders at our 2024 Annual Meeting of Stockholders, except for Claire Bennett who was appointed by the Board in July 2024. Ms. Bennett was recommended to the Corporate Governance and Nominating Committee by a third-party search firm. Our Board nominees consist of a diverse group of leaders. Many of our Board nominees have experience serving as executive officers and/or on boards and board committees of major companies. Many of them also have extensive corporate finance and investment banking experience as well as a broad understanding of capital markets. We have set forth below information regarding each person nominated to stand for election, including the specific experience, qualifications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Corporate Governance and Nominating Committee and the Board believe that the experience, qualifications, attributes, and skills of our Board nominees provide the Company with the ability to address the evolving needs of the Company and represent the best interests of our stockholders. All of our directors are elected annually. Rick L. Burdick, age 73, has served as our Chairman of the Board since February 2021 and as one of our directors since May 1991. Mr. Burdick previously served as our Lead Independent Director from December 2018 until January 2021. Mr. Burdick also serves as Chairman of the Board of Directors of CBIZ, Inc., a provider of integrated business services and products. From 1988 through 2019, Mr. Burdick was a partner with Akin, Gump, Strauss, Hauer & Feld, L.L.P., a global full service law firm. Mr. Burdick’s experience as a senior partner at an international law firm advising large companies on a broad range of corporate transactions and on securities law and corporate governance matters led the Board to conclude that he should serve as one of our directors. Claire Bennett, age 59, has served as one of our directors since July 2024. Ms. Bennett is a tenured global leader with an extensive customer experience, general management, and consumer services background. She has worked as a senior executive to help drive significant transformation in large, complex organizations through periods of dynamic industry, customer, and technological change. Her experience spans multiple industries, including consumer packaged goods, technology, financial services, and hospitality. Ms. Bennett recently served as the Global Chief Customer Officer for Intercontinental Hotels Group (“IHG”), where she was a member of the Executive Committee from 2017 through 2023. During her tenure at IHG, she was responsible for driving B2C/B2B customer experience and growth across a portfolio of multinational brands. Prior to joining IHG, Ms. Bennett was the General Manager of Global Consumer Travel and Lifestyle at American Express, where she held various senior executive roles from 2006 through 2017. Ms. Bennett also currently serves on the board of Samsonite International S.A. Ms. Bennett’s senior executive and extensive customer experience led the Board to conclude that she should serve as one of our directors. David B. Edelson, age 65, has served as one of our directors since July 2008 and is Chair of the Board’s Audit Committee. Mr. Edelson has served as a Managing Director in the North American Private Equity business of Bain Capital, LP, one of the world’s leading private investment firms, since October 2022. Mr. Edelson previously served as the Chief Financial Officer of the Loews Corporation, a company with businesses in the insurance, energy, hospitality, and packaging industries, from May 2014 until May 2022; and, thereafter, as a Senior Advisor from July 2022 until October 2022. Prior to joining Loews, Mr. Edelson was Executive Vice President & Corporate Treasurer of JPMorgan Chase & Co. He was named Corporate Treasurer in April 2001 and promoted to Executive Vice President in February 2003. Mr. Edelson spent the first 15 years of his career as an investment banker, first with Goldman Sachs & Co. and subsequently with JPMorgan Chase & Co. Mr. Edelson’s experience as a senior executive officer of a large holding company owning a wide range of businesses, as well as his experience as an investment banker and corporate treasurer, led the Board to conclude that he should serve as one of our directors. Robert R. Grusky, age 67, has served as one of our directors since June 2006. In 2000, Mr. Grusky founded Hope Capital Management, LLC, an investment management firm for which he serves as Managing Member. He co-founded New Mountain Capital, LLC, a private and public equity investment management firm, in 2000 and was a Principal, Managing Director and Member of New Mountain Capital from 2000 to 2005 and was a Senior Advisor through 2019, and a member of the Executive Leadership Council since then. From 1998 to 2000, Mr. Grusky served as President of RSL Investments Corporation, the primary investment vehicle for the Hon. Ronald S. Lauder. Prior thereto, Mr. Grusky served in a variety of capacities at Goldman Sachs & Co. in its Mergers & Acquisitions Department and Principal Investment Area. Mr. Grusky is a director of Strategic Education, Inc., an education services company. Mr. Grusky’s board experience and experience in investment management, private equity, and investment banking led the Board to conclude that he should serve as one of our directors. Norman K. Jenkins, age 62, has served as one of our directors since December 2020. Mr. Jenkins is President and Chief Executive Officer of Capstone Development, a privately held firm he founded in 2009. Capstone develops and acquires commercial and multi-family real estate, with significant expertise in public-private partnerships and developing hospitality real estate that is generally affiliated with international lodging brands. Prior to launching Capstone, Mr. Jenkins was a senior executive and corporate officer of Marriott International Inc. During his 16 year tenure with Marriott, he served in a variety of leadership roles including, Senior Vice President - North American Lodging Development, Vice President and Chief Financial Officer - Ramada International, Vice President - Owner & Franchise Services and Acquisition Executive. Prior to joining Marriott, Mr. Jenkins spent 5 years with McDonald’s Corporation where he held positions in finance and operations. Mr. Jenkins currently serves as Lead Trustee of Urban Edge Properties and as a director of RE/MAX Holdings, Inc. He previously served on the board of Duke Realty from 2017 until it was acquired by Prologis, Inc. in 2022 and on the board of New Senior Investment Group from 2020 until it was acquired by Ventas, Inc. in 2021. He is a member of the Washington DC Developer Roundtable and is a former member of the Suburban Hospital Board of Trustees and the Howard University Board of Trustees. Mr. Jenkins’s executive and real estate experience led the Board to conclude that he should serve as one of our directors.

  2. Directors

    Lisa Lutoff-Perlo, age 67, has served as one of our directors since February 2020. From May 2024 to December 2024, Ms. Lutoff-Perlo served as President & CEO of FIFA World Cup 2026 Miami Host Committee. From May 2023 until April 2024, she served as Vice Chair, External Affairs for the Royal Caribbean Group. From December 2014 until May 2023, Ms. Lutoff-Perlo served as President and Chief Executive Officer of Celebrity Cruises, a multi-billion dollar cruise line and wholly-owned subsidiary of Royal Caribbean Cruises Ltd. Ms. Lutoff-Perlo currently serves as a director of Amerant Bancorp Inc. and as Chair of the Board of the Hornblower Group. Ms. Lutoff-Perlo’s business operations and senior executive management experience led the Board to conclude that she should serve as one of our directors. Michael Manley, age 61, has served as our Chief Executive Officer and as a member of our Board since November 2021. Prior to joining AutoNation, Mr. Manley served as Head of Americas and as a member of the Group Executive Council for Stellantis N.V., one of the largest automotive original equipment manufacturers in the world, from January 2021 until October 2021. From July 2018 until January 2021, he served as Chief Executive Officer of Fiat Chrysler Automobiles N.V. (“FCA”), a predecessor to Stellantis N.V. Mr. Manley joined DaimlerChrysler (a predecessor to FCA) in 2000 and, prior to becoming FCA’s Chief Executive Officer, served in a number of management-level roles with increasing responsibility overseeing various aspects of FCA’s operations, including as Executive Vice President - International Sales & Marketing, Business Development and Global Product Planning Operations, Chief Executive Officer of Jeep, Chief Executive Officer of Ram, Chief Operating Officer for the Asia Pacific region, and FCA Global Executive Council member. Mr. Manley currently serves on the Board of Directors of Dover Corporation, a global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services. Mr. Manley’s automotive experience, his broad knowledge of the automotive industry, and his position as our Chief Executive Officer led the Board to conclude that he should serve as one of our directors. G. Mike Mikan, age 53, has served as one of our directors since March 2013 and is Chair of the Board’s Compensation Committee. Since January 2019, Mr. Mikan has served as Vice Chairman and President of NeueHealth, Inc. (formerly known as Bright Health Group, Inc.), a consumer-focused health insurance and services business, and in April 2020, Mr. Mikan became its Chief Executive Officer. Mr. Mikan served as Chairman and Chief Executive Officer of Shot-Rock Capital, LLC, a private investment capital group, from January 2015 until December 2018. From January 2013 until December 2014, he served as President of ESL Investments, Inc. Mr. Mikan served as the Interim Chief Executive Officer of Best Buy Co., Inc. from April 2012 until September 2012. From November 1998 through February 2012, he served in various executive positions at UnitedHealth Group Incorporated, including as Executive Vice President and Chief Financial Officer and as Chief Executive Officer of UnitedHealth’s Optum subsidiary. Mr. Mikan previously served as a director of Princeton Everest Fund (formerly known as Princeton Private Investments Access Fund) from 2014 until February 2023 and as a Trustee of Ellington Income Opportunities Fund from 2018 until February 2023. Mr. Mikan’s operational and public company leadership experience and his broad understanding of capital investment and allocation led the Board to conclude that he should serve as one of our directors. Jacqueline A. Travisano, Ed.D., age 55, has served as one of our directors since April 2018 and is Chair of the Board’s Corporate Governance and Nominating Committee. Dr. Travisano has served as Executive Vice President and Chief Financial Officer of Wake Forest University since July 2023. She previously served as the Executive Vice President for Business and Finance and Chief Operating Officer of the University of Miami, a private research university, from June 2017 until June 2023. From 2011 to May 2017, Dr. Travisano served as Executive Vice President and Chief Operating Officer of Nova Southeastern University. She began her career in public accounting at Coopers & Lybrand. Dr. Travisano is a member of the Board of Managers of Verger Capital Management, an organization that exclusively serves non-profits as an outsourced chief investment officer. Dr. Travisano also serves as a lifetime member of the Orange Bowl Committee. Dr. Travisano’s senior executive and financial, accounting, and operational experience led the Board to conclude that she should serve as one of our directors.

  3. Board Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Rick L. Burdick | 250,000 | 249,995 | 499,995 | | Claire Bennett | 25,000(2) | —(2) | 25,000 | | David B. Edelson | 75,000 | 249,995 | 324,995 | | Robert R. Grusky | 50,000 | 249,995 | 299,995 | | Norman K. Jenkins | 50,000 | 249,995 | 299,995 | | Lisa Lutoff-Perlo | 50,000 | 249,995 | 299,995 | | G. Mike Mikan | 65,000 | 249,995 | 314,995 | | Jacqueline A. Travisano | 65,000 | 249,995 | 314,995 |

  4. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation programs are administered by the Committee. The Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. The Committee believes that total compensation for each of our executive officers should be fair for the services rendered and competitive with market practice. In addition, the Committee designs our executive compensation program to be transparent and easily understood and administered, which is why the key components of executive compensation are limited to a base salary, an annual cash incentive award based on the achievement of a predetermined performance goal, and long-term incentive awards in the form of time-based and performance-based equity awards. The Committee strives to ensure executive compensation aligns management with the Company’s annual and long-term plans, business strategy, and stockholder interests.

  5. 2024 Executive Compensation Elements

    2024 Executive Compensation Elements The key elements of our executive compensation program for the year ended December 31, 2024 were: •base salary; •an annual performance-based cash incentive award; and •long-term incentive compensation in the form of time-based and performance-based restricted stock units (“RSUs”). Executive officers are also entitled to limited perquisites and other benefits as outlined below under “Perquisites and Other Benefits.” The following is a summary of the considerations underlying each element of compensation paid to our named executive officers for 2024.

  6. Annual Incentive Awards

    Annual Incentive Awards A core component of our executive compensation program is the annual performance-based cash incentive program in which our named executive officers participate. The program is designed to incentivize our senior management team to continually improve our operating performance and to use capital to maximize returns. In February 2024, the Committee established a performance goal for the 2024 annual incentive program under the AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”) based upon a specified level of adjusted operating income per basic share, taking into consideration our 2023 financial results, anticipated industry dynamics for 2024, planned capital investments, our macroeconomic outlook, payout opportunities, and pay-for-performance alignment. Each of our named executive officers participated in the annual incentive program for 2024. For 2024, the adjusted operating income per basic share target was set approximately 14% lower than the target for 2023. The 2024 target was set lower than our achievement in 2023 due to anticipated decreases in new and used vehicle margins as a result of increasing supply and availability of new vehicle inventory, as well as anticipated increases in borrowing costs due to higher interest rates and higher inventory levels. The following table sets forth the 2024 threshold, target, and maximum payout levels established under the annual incentive program for each of our named executive officers based on the adjusted operating income per basic share performance metric:

  7. Annual Incentive Awards

    | Performance | | Payout | | Threshold | $22.28 | 50% | | Target | $27.84 | 100% | | Maximum | $44.55 | 200% |

  8. Annual Incentive Awards

    In calculating the level of our performance under our annual performance-based cash incentive program, certain adjustments are made to operating income per basic share to ensure that operating performance is fairly measured to incentivize management appropriately. For example, floorplan interest expense is charged against operating income to ensure management manages this expense. On a GAAP basis, floorplan interest expense is not included in operating income. Operating income per basic share is also adjusted for acquisitions and to reflect a capital charge for the repurchase of shares of our common stock. The capital charge is designed to encourage more productive uses of capital and to discourage less productive uses of capital. The Committee also has the authority to make, and from time to time makes, appropriate equitable adjustments to reflect the impact of unusual or infrequently occurring items. One hundred percent of the target incentive award for each participant is based upon achievement of the predetermined performance goal. The annual incentive awards are payable on a sliding scale based on the Company’s actual achievement relative to the predetermined goal, with the possibility that awards earned may exceed or be less than the targeted payout level. The Committee has absolute “negative discretion” to eliminate or reduce the amount of any award under the program. The following table sets forth the 2024 threshold, target, and maximum annual incentive awards, expressed as a percentage of salary, established by the Committee for each of our named executive officers in 2024. Target bonus opportunities were set based on the Committee’s objective of aligning a significant portion of executive compensation with the achievement of objective annual performance goals and a consideration of peer group and market data. The threshold, target, and maximum annual incentive award for each named executive officer remained the same for 2024 as compared to 2023.

  9. Annual Incentive Awards

    | Participant | Threshold | Target | Maximum | | Michael Manley | 100% | 200% | 400% | | Thomas A. Szlosek | 50% | 100% | 200% | | Jeff Parent | 45% | 90% | 180% | | Gianluca Camplone | 45% | 90% | 180% | | C. Coleman Edmunds | 38% | 75% | 150% |

  10. Annual Incentive Awards

    Our actual results for 2024 were above the performance target set by the Committee. Our outperformance relative to target was driven principally by higher than expected new and used vehicle margins, together with effective cost control measures and capital allocation. Based on our financial performance against the performance target, incentive awards under the 2017 Plan were paid at 139% of the targeted levels. The following table sets forth our performance under the 2017 Plan for 2024:

  11. Annual Incentive Awards

    | 2024 Performance Metric | Target | Attainment | Payout Relative to Individual Target | | Adjusted Operating Income Per Basic Share | $27.84 | $29.97 | 139% |

  12. Annual Incentive Awards

    Actual payouts to our named executive officers are shown in our “Summary Compensation Table” under “Compensation Tables” below.

  13. Long-Term Incentive Awards

    Long-Term Incentive Awards The Committee grants stock-based awards to our named executive officers in order to provide long-term incentives, which align the long-term interests of management with the long-term interests of our stockholders, and to promote the retention of executive talent. The Committee believes that stock-based awards motivate our named executive officers to focus on optimizing our long-term business performance and stockholder value and creating an owner-oriented culture. Stock-based awards are approved on an annual basis in amounts determined by the Committee, while carefully considering the cost to us and our stockholders, including common stock dilution. The sum of all stock-based awards granted to AutoNation employees in 2024 represented potential share issuances equal to approximately 0.8% of our outstanding common stock, based on the number of shares outstanding at the beginning of 2024. Equity awards are expected to be approved for current employees, including our named executive officers, at the Compensation Committee meeting held in January or February each year, with a grant date generally on the first day or first business day of March. Equity awards for new hires or promoted employees are typically approved at regularly scheduled Compensation Committee meetings. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We have not granted stock options to our named executive officers since 2016, and we have no current plans to grant stock options. Annual Awards In February 2024, the Committee, advised by Meridian and based on a review of peer group and other market data, approved the 2024 long-term incentive plan under the 2017 Plan, which included RSU awards (the “2024 RSU Awards”) for each of our named executive officers. The Committee generally sets the target award levels for long-term incentive awards that may be earned by each executive, taking into account the executive’s position, experience, and job duties. While the Committee considers peer group and other market data, the Committee does not target a specific percentile within the peer group or the market data. The Committee also considers an executive’s individual skills, experience, both in general and in the role, and future potential in establishing the target value of each executive’s award. For 2024, the Committee, advised by Meridian and based on a review of peer group and other market data, our financial performance, and Mr. Manley’s individual performance, increased the target long-term incentive award for Mr. Manley for 2024. Mr. Manley’s target long-term incentive award for 2024 remained below the median for the Company’s peer group. The Committee determined that the long-term incentive award targets for our other named executive officers would remain the same for 2024 as compared to 2023. The following table sets forth the target grant date value for the 2024 RSU Awards that the Committee approved in 2024 for each of our named executive officers.

  14. Long-Term Incentive Awards

    | Participant | 2024 RSU Award Target Value(1) | | Michael Manley | $9,050,000 | | Thomas A. Szlosek | $2,500,000 | | Jeff Parent | $1,500,000 | | Gianluca Camplone | $2,000,000 | | C. Coleman Edmunds | $1,400,000 |

  15. Long-Term Incentive Awards

    (1) The total number of RSUs awarded to each named executive officer is calculated by dividing such officer’s target grant date value by the closing price of our common stock on the grant date and rounding down to the nearest whole number. The 2024 RSU Awards for each of our named executive officers listed in the table above were made on March 1, 2024, in the form of three different grants of RSUs. The first grant was a time-based award, representing approximately 40% of the total number of RSUs they received in March 2024, and was made subject to a three-year installment vesting schedule, pursuant to which one-third of the grant will vest on the first three anniversaries of the grant date. The second and third grants (collectively, the “2024-2026 PBRSUs”), each representing approximately 30% of the total number of RSUs granted to each of our executive officers in March 2024, were made subject to a three-year performance period (fiscal years 2024-2026) based on (a) our total shareholder return relative to a peer group approved by the Committee (“Relative TSR”) for the second grant and (b) a measure of return on invested capital (“ROIC”) for the third grant. The 2024-2026 PBRSUs will cliff vest following the three-year performance period, with zero to 200% of the target number of shares vesting depending on the Company’s performance relative to the applicable performance metric (threshold performance would result in a payout equal to 40% of the target number of shares). Target Relative TSR and ROIC levels were established by the Committee in February 2024 after consultation with Meridian and a review of the strategic plan for fiscal years 2024-2026. The target levels for the 2024-2026 PBRSUs were set at levels viewed as challenging but attainable, while the maximum goals were considered to be much more demanding. The Committee chose Relative TSR as a performance measure because the Committee believes it is an objective and meaningful metric to evaluate our performance against the performance of comparable companies and aligns the interests of our named executive officers with the interests of our stockholders in creating long-term value. The ROIC measure is intended to hold our executive officers accountable for maximizing income returns relative to capital invested. The Committee believes that these performance measures appropriately incentivize our executives to strive for continuously improving performance and provide variable compensation based on performance achieved against pre-established goals. Settlement of 2022-2024 PBRSUs. In the first quarter of 2025, the Committee certified the Company’s performance relative to the performance goals established for the 2022-2024 PBRSUs awarded to Messrs. Manley, Camplone, and Edmunds in 2022. None of our other named executive officers received an award of 2022-2024 PBRSUs. The following table sets forth our performance relative to each performance goal established for the 2022-2024 PBRSUs.

  16. Long-Term Incentive Awards

    | 2022-2024 RSUs | Threshold(1) | Target | Maximum(2) | Actual | Payout(3) | | Adjusted EBITDA Metric (3-year cumulative)(4) | $3,936 | $5,248 | $5,773 | $5,487 | 123% | | ROIC Metric (3-year average)(5) | 8.25% | 10.25% | 12.25% | 20.99% | 150% | | CSI Metric (3-year average)(6) | 60% | 70% - 75% | 85% | 80.30% | 127% |

  17. Long-Term Incentive Awards

    (1) 50% payout. (2) 150% payout. (3) A linear interpolation is applied for performance above threshold and below maximum. (4) The Adjusted EBITDA metric was defined as gross profit, less selling, general, and administrative expenses, less floorplan interest expense, subject to certain adjustments approved by the Committee to reflect the impact of unusual or infrequently occurring items in accordance with the terms of the 2017 Plan. Amounts presented in millions. (5) The ROIC metric was defined as (x) gross profit, less selling, general, and administrative expenses, less floorplan interest expense, less depreciation and amortization, and less income taxes divided by (y) our Adjusted Average Invested Capital, subject to certain adjustments approved by the Committee to reflect the impact of unusual or infrequently occurring items in accordance with the terms of the 2017 Plan. Adjusted Average Invested Capital is defined as the average balance for each quarter-end during the three-year performance period of non-vehicle long-term debt, plus current maturities of non-vehicle long-term debt, plus commercial paper, plus total shareholders’ equity, less cash and cash equivalents. (6) The CSI metric was calculated based on customer satisfaction indices established by certain vehicle manufacturers. The Adjusted EBITDA, ROIC, and CSI grants represented 40%, 40%, and 20%, respectively, of the total number of 2022-2024 PBRSUs awarded to Messrs. Manley, Camplone, and Edmunds in 2022. Accordingly, the payout for the 2022-2024 PBRSUs was 135%, on a weighted-average basis, of the target number of shares awarded.

  18. 2025 Executive Compensation Decisions

    2025 Executive Compensation Decisions On March 1, 2025, Mr. Manley received a special, one-time performance-based restricted stock unit award subject to a five-year performance period based on both the achievement of aggressive stock price performance targets and continued service requirements (the “One-Time PSU Award”). The One-Time PSU Award will cliff vest following the five-year performance period, with zero to 134,365 shares vesting depending on our stock price’s performance during such period (threshold performance would result in a payout equal to 26,873 shares). The One-Time PSU Award would be forfeited if Mr. Manley retires or otherwise voluntarily resigns without “good reason” during the performance period. The aggregate grant date fair value of the One-Time PSU Award, calculated in accordance with FASB ASC Topic 718, is estimated to be approximately $15 million, which will be recognized ratably over the course of the performance period. The Committee, in consultation with Meridian, approved the One-Time PSU Award to incentivize achievement of our long-term growth strategy and drive substantial return to our stockholders by (i) aligning Mr. Manley’s interests with those of our stockholders by including a material portion of his compensation opportunity in the form of performance-based compensation tied to our stock price and (ii) providing a significant incentive for Mr. Manley to continue to lead AutoNation while executing on our long-term business plan and critical growth initiatives. The Board believes that Mr. Manley’s leadership is a key factor for our ongoing success and growth potential, and thus, a long-term equity incentive award that motivates Mr. Manley to continue to drive our success and realize absolute stockholder return is in the best interests of our stockholders. We will include additional discussion of the One-Time PSU Award in next year’s “Compensation Discussion and Analysis.”

  19. Employment Agreement with CEO

    Employment Agreement with CEO We enter into employment agreements with persons serving as our Chief Executive Officer. The Committee believes that an employment agreement is appropriate to provide certainty regarding terms and conditions of employment and to aid in recruitment and retention. In connection with his appointment as our Chief Executive Officer, we entered into an employment agreement with Mr. Manley on September 9, 2021. The Committee believes that entering into the employment agreement with Mr. Manley furthered our efforts to attract and recruit him to the Company. See the narrative following the “Summary Compensation Table” below for more information regarding his employment agreement.

  20. Severance and Change in Control Policy and Agreements for Post-Termination Payments

    Severance and Change in Control Policy and Agreements for Post-Termination Payments We have a policy governing severance and change in control agreements with the Company’s named executive officers, which is set forth in our Corporate Governance Guidelines. Generally, the policy provides that we will not enter into any severance agreements with senior executives that provide specified benefits in an amount exceeding 299% of the sum of such executive’s base salary plus bonus unless such severance agreement has been submitted to a stockholder vote. Further, unless such severance agreement has been submitted to a stockholder vote, we will not enter into a severance agreement that provides for the payment of specified benefits to an executive triggered by (i) a change in control of our Company that is approved by stockholders but not completed, or (ii) a completed change in control of the Company in which the named executive officer remains employed in a substantially similar capacity by the successor entity. We have not entered into any change in control agreements with any of our named executive officers. Our employment agreement with Mr. Manley and our letter agreement with Mr. Camplone each provides for payments or benefits at, following, or in connection with, termination under certain circumstances. See the narrative following the “Summary Compensation Table” below for more information regarding the letter agreement entered into with Mr. Camplone. We do not have employment agreements with our other named executive officers. Under the 2017 Plan, if an outstanding award is continued, assumed, or substituted in connection with a “change in control” (as defined in the 2017 Plan and related agreements), then, in the case of awards subject to performance goals, the performance goals will be deemed to be achieved at the target level of performance, and the awards will remain eligible to vest at the end of the applicable performance period, subject to the participant’s continued employment. Also, if awards remain outstanding in connection with a change in control, the 2017 Plan only provides for “double trigger” vesting. Specifically, if within 24 months following such change in control, a participant’s employment or service is terminated without cause or the participant resigns with good reason (as defined in the 2017 Plan and related agreements), all restrictions on such participant’s RSUs will immediately lapse and such awards will be settled as soon as reasonably practicable. These provisions are designed to promote stability and continuity of senior management. We maintain the AutoNation, Inc. Executive Severance Plan (the “Severance Plan”) to help retain key employees and maintain a stable work environment by providing severance benefits to covered employees in the event of certain terminations of employment. Under the Severance Plan, in the event a covered employee is terminated without cause, or a covered employee terminates his or her employment for good reason, as long as such person (a) is not in material breach of any restrictive covenant agreement with the Company, (b) does not breach any such restrictive covenant agreement as if it had been in effect through the 18-month period following the applicable termination date, and (c) signs a waiver and release of claims, then such person will be entitled to receive: •in equal installments over 18 months, 1.5 times the sum of such person’s annual base salary and target annual bonus, •at the same time bonuses are paid to active employees generally, an amount equal to such person’s annual bonus as determined by the Committee based on actual performance, prorated for the number of days the person was employed during the calendar year, and •a payment equal to the cost of health insurance coverage under COBRA, grossed up for taxes, based on such person’s then-current elections for an 18-month period. Each named executive officer, other than Messrs. Manley and Camplone, was covered by the Severance Plan as of December 31, 2024.

  21. Robust Policy Regarding Recoupment of Certain Incentive Compensation

    Robust Policy Regarding Recoupment of Certain Incentive Compensation In October 2023, the Board adopted the AutoNation, Inc. Amended and Restated Policy Regarding Recoupment of Certain Incentive Compensation (the “Recoupment Policy”) in accordance with SEC rules and NYSE listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our current and former Section 16 officers on or after October 2, 2023, if AutoNation has a qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, subject to limited exceptions. In addition, the Recoupment Policy retains our pre-existing recoupment policy which first became effective in February 2015, and which covers cash bonuses based on achievement of financial performance metrics and any equity-based compensation (e.g., restricted stock, time-based RSUs, PBRSUs, or options). Each of our named executive officers is subject to the Recoupment Policy.

  22. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding compensation earned by each of our named executive officers for 2024, 2023, and 2022, except in the case of Mr. Szlosek who was not a named executive officer in 2022 or Mr. Parent who was not a named executive officer in 2023 or 2022. This table should be read in conjunction with the narrative descriptions and analysis under “Compensation Discussion and Analysis.”

  23. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Michael Manley | 2024 | 1,300,000 | — | 10,157,879 | 3,601,000 | 869,150(3) | 15,928,029 | | Chief Executive Officer and Director | 2023 | 1,300,000 | — | 8,315,079 | 3,861,000 | 112,738 | 13,588,817 | | | 2022 | 1,300,000 | | 7,199,903 | 4,446,000 | 553,290 | 13,499,193 | | Thomas A. Szlosek | 2024 | 825,000 | 500,000 | 2,805,987 | 1,142,625 | 102,743(4) | 5,376,355 | | Executive Vice President and Chief Financial Officer | 2023 | 331,250 | 500,000 | 2,758,044 | 493,358 | 66,445 | 4,149,097 | | Jeff Parent | 2024 | 800,000 | 1,500,000 | 1,683,532 | 997,200 | 219,132(5) | 5,199,864 | | Chief Operating Officer | | | | | | | | | Gianluca Camplone | 2024 | 785,000 | — | 2,244,760 | 978,503 | 35,300(6) | 4,043,563 | | Chief Operating Officer, AutoNation Parts, and Executive Vice President, Business Development | 2023 | 785,000 | — | 2,309,727 | 1,049,153 | 35,857 | 4,179,737 | | | 2022 | 654,167 | 600,000 | 2,199,979 | 1,012,884 | 222,481 | 4,689,511 | | C. Coleman Edmunds | 2024 | 688,418 | — | 1,571,249 | 715,095 | 35,891(7) | 3,010,653 | | Executive Vice President, General Counsel and Corporate Secretary | 2023 | 688,418 | — | 1,616,816 | 766,726 | 32,339 | 3,104,299 | | | 2022 | 685,912 | — | 1,399,914 | 882,896 | 32,002 | 3,000,724 |

  24. Summary Compensation Table

    (1) The amounts reported reflect the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718 for each year shown in the table. For additional information regarding the calculation of these amounts, see Note 16 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum value of the 2024-2026 ROIC-based PBRSUs granted to Messrs. Manley, Szlosek, Parent, Camplone, and Edmunds in 2024 as of the grant date would be as follows:

  25. Summary Compensation Table

    | Mr. Manley | Mr. Szlosek | Mr. Parent | Mr. Camplone | Mr. Edmunds | | $5,429,941 | $1,500,043 | $900,026 | $1,200,034 | $840,145 |

  26. Summary Compensation Table

    (2) The amounts reported for personal use by Mr. Manley of corporate aircraft are calculated based on the aggregate incremental cost to the Company. Such incremental cost to the Company is calculated based on the direct operating costs to the Company, including fuel costs, crew fees and travel expenses, trip-related repairs and maintenance, landing fees, and other direct operating costs. The amounts reported for personal usage of cars are based on imputed income attributable to each named executive officer calculated in accordance with Treasury regulations, which amounts we believe are equal to or greater than our incremental costs of providing such usage. The Company car programs are part of a competitive compensation package used to attract and retain executive talent in our industry and to familiarize our executive officers with the products that we sell. In addition to the perquisites and other benefits identified in the footnotes below, our named executive officers also are eligible to use our on-site fitness facility, and from time to time, use our tickets for sporting and entertainment events for personal purposes, and receive occasional secretarial support with respect to personal matters. These items do not represent incremental costs to the Company. (3) Includes $412,218 for relocation reimbursement, $267,449 for tax reimbursement related to his relocation benefits, $106,696 for personal usage of corporate aircraft, $45,000 for a vehicle allowance, $20,000 in reimbursement for financial and tax planning services, and $17,787 for group term life insurance premiums. Mr. Manley’s relocation reimbursement was paid in accordance with the terms of his employment agreement and the Company’s relocation assistance policy and consisted primarily of reimbursement for closing costs related to the sale of his former primary residence in Michigan. (4) Includes $40,288 for relocation reimbursement, $26,139 for tax reimbursement related to his relocation benefits, $22,064 for a demonstrator vehicle, $8,625 in matching contributions under our DCP Plan, and $5,627 for group term life insurance premiums. (5) Includes $116,139 for relocation reimbursement, $75,351 for tax reimbursement related to his relocation benefits, $15,600 for a vehicle allowance, $8,333 in matching contributions under our 401(k) Plan, and $3,709 for group term life insurance premiums. (6) Includes $15,600 for a vehicle allowance, $8,877 for group term life insurance premiums, $8,625 in matching contributions under our DCP Plan, and the cost of an executive health examination. (7) Includes $15,600 for a vehicle allowance, $11,666 for group term life insurance premiums, and $8,625 in matching contributions under our DCP Plan. Employment Agreement with Mr. Manley. In connection with his appointment as our Chief Executive Officer, we entered into an employment agreement with Mr. Manley on September 9, 2021. Pursuant to the terms of his employment agreement, Mr. Manley commenced employment with the Company on November 1, 2021. Mr. Manley’s employment agreement provides that he will serve as our Chief Executive Officer for an initial term of three years, which term was automatically renewed on the third anniversary of his commencement date and annually thereafter, unless earlier terminated. In addition, his employment agreement provides that his annual base salary will be $1.3 million and that, commencing in 2022, his target annual performance-based cash incentive award will be no less than 200% of his annual base salary. The employment agreement also provides that he is eligible to participate in our long-term incentive award program, under which his long-term target incentive opportunity was set at $9,050,000 for 2024. See “Compensation Discussion and Analysis” for a discussion of the target set for Mr. Manley in 2024. As of September 1, 2023, Mr. Manley’s employment agreement authorizes his personal use of corporate aircraft for up to 70 hours per year, the value of which will be included in his annual taxable income. Letter Agreement with Mr. Camplone. In connection with his appointment as an executive officer, we entered into a letter agreement with Mr. Camplone, pursuant to which he commenced employment with us on March 1, 2022. The letter agreement provides that Mr. Camplone’s annual base salary will be $785,000 and that his target annual incentive award opportunity will be commensurate with his position. For 2023, Mr. Camplone’s target annual incentive opportunity was set at 90% and his annual target long-term incentive opportunity was set at $2,000,000, in each case representing no change from 2022. See “Potential Payments Upon Termination or Change in Control” for a description of certain provisions in Mr. Manley’s employment agreement and Mr. Camplone’s letter agreement that provide for payments or benefits to the executive at, following, or in connection with, termination under certain circumstances.

  27. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth certain information with respect to the non-equity incentive plan awards and the stock-based awards granted to our named executive officers in 2024 under the 2017 Plan. The material terms of these awards are described above in the sections titled “Annual Incentive Awards” and “Long-Term Incentive Awards” under “Compensation Discussion and Analysis.”

  28. Grants of Plan-Based Awards in Fiscal Year 2024

    | Name | Award Type | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael Manley | RSU | 3/1/2024 | 2/20/2024 | | | | | | | 23,819 | 3,620,012 | | | PBRSU-ROIC | 3/1/2024 | 2/20/2024 | | | | 7,145 | 17,864 | 35,728 | | 2,714,971 | | | PBRSU-Relative TSR | 3/1/2024 | 2/20/2024 | | | | 7,145 | 17,864 | 35,728 | | 3,822,896 | | | Annual Cash Incentive | | | 1,300,000 | 2,600,000 | 5,200,000 | | | | | | | Thomas A. Szlosek | RSU | 3/1/2024 | 2/20/2024 | | | | | | | 6,579 | 999,876 | | | PBRSU-ROIC | 3/1/2024 | 2/20/2024 | | | | 1,974 | 4,935 | 9,870 | | 750,021 | | | PBRSU-Relative TSR | 3/1/2024 | 2/20/2024 | | | | 1,974 | 4,935 | 9,870 | | 1,056,090 | | | Annual Cash Incentive | | | 412,500 | 825,000 | 1,650,000 | | | | | | | Jeff Parent | RSU | 3/1/2024 | 2/20/2024 | | | | | | | 3,947 | 599,865 | | | PBRSU-ROIC | 3/1/2024 | 2/20/2024 | | | | 1,184 | 2,961 | 5,922 | | 450,013 | | | PBRSU-Relative TSR | 3/1/2024 | 2/20/2024 | | | | 1,184 | 2,961 | 5,922 | | 633,654 | | | Annual Cash Incentive | | | 360,000 | 720,000 | 1,440,000 | | | | | | | Gianluca Camplone | RSU | 3/1/2024 | 2/20/2024 | | | | | | | 5,263 | 799,871 | | | PBRSU-ROIC | 3/1/2024 | 2/20/2024 | | | | 1,579 | 3,948 | 7,896 | | 600,017 | | | PBRSU-Relative TSR | 3/1/2024 | 2/20/2024 | | | | 1,579 | 3,948 | 7,896 | | 844,872 | | | Annual Cash Incentive | | | 353,250 | 706,500 | 1,413,000 | | | | | | | C. Coleman Edmunds | RSU | 3/1/2024 | 2/20/2024 | | | | | | | 3,684 | 559,894 | | | PBRSU-ROIC | 3/1/2024 | 2/20/2024 | | | | 1,105 | 2,764 | 5,528 | | 420,073 | | | PBRSU-Relative TSR | 3/1/2024 | 2/20/2024 | | | | 1,105 | 2,763 | 5,526 | | 591,282 | | | Annual Cash Incentive | | | 258,157 | 516,314 | 1,032,628 | | | | | |

  29. Grants of Plan-Based Awards in Fiscal Year 2024

    (1) Columns represent the threshold, target, and maximum annual incentive award payout for the January 1, 2024-December 31, 2024 performance period. The actual payout is reported under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.” (2) Amounts reported in this column are based on the grant date fair value of awards computed in accordance with FASB ASC Topic 718.

  30. Outstanding Equity Awards at End of Fiscal Year 2024

    Outstanding Equity Awards at End of Fiscal Year 2024 The following table provides information concerning unvested restricted stock units held by our named executive officers as of December 31, 2024. We have not granted stock options to our named executive officers since 2016.

  31. Outstanding Equity Awards at End of Fiscal Year 2024

    | Name | Grant Date | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Michael Manley | 3/1/2022 | 7,088(2) | 1,203,826 | | | | | 3/1/2022 | | | 25,518(3) | 4,333,977 | | | 3/1/2022 | | | 25,518(4) | 4,333,977 | | | 3/1/2022 | | | 12,759(5) | 2,166,989 | | | 3/1/2023 | 13,990(2) | 2,376,062 | | | | | 3/1/2023 | | | 31,478(6) | 5,346,224 | | | 3/1/2023 | | | 31,476(6) | 5,345,884 | | | 3/1/2024 | 23,819(2) | 4,045,419 | | | | | 3/1/2024 | | | 7,146(7) | 1,213,677 | | | 3/1/2024 | | | 7,146(7) | 1,213,677 | | Thomas A. Szlosek | 8/7/2023 | 6,388(8) | 1,084,938 | | | | | 8/7/2023 | | | 6,390(6) | 1,085,278 | | | 8/7/2023 | | | 6,388(6) | 1,084,938 | | | 3/1/2024 | 6,579(2) | 1,117,377 | | | | | 3/1/2024 | | | 1,974(7) | 335,264 | | | 3/1/2024 | | | 1,974(7) | 335,264 | | Jeff Parent | 11/1/2023 | 576(8) | 97,828 | | | | | 11/1/2023 | | | 1,298(6) | 220,452 | | | 11/1/2023 | | | 1,298(6) | 220,452 | | | 3/1/2024 | 3,947(2) | 670,358 | | | | | 3/1/2024 | | | 1,184(7) | 201,091 | | | 3/1/2024 | | | 1,184(7) | 201,091 | | Gianluca Camplone | 3/1/2022 | 1,969(2) | 334,415 | | | | | 3/1/2022 | | | 7,089(3) | 1,203,996 | | | 3/1/2022 | | | 7,089(4) | 1,203,996 | | | 3/1/2022 | | | 3,543(5) | 601,743 | | | 3/1/2023 | 3,886(2) | 659,998 | | | | | 3/1/2023 | | | 8,744(6) | 1,485,081 | | | 3/1/2023 | | | 8,742(6) | 1,484,741 | | | 3/1/2024 | 5,263(2) | 893,868 | | | | | 3/1/2024 | | | 1,579(7) | 268,177 | | | 3/1/2024 | | | 1,579(7) | 268,177 | | C. Coleman Edmunds | 3/1/2021 | | | 3,061(9) | 519,880 | | | 3/1/2022 | | | 4,135(9) | 702,288 | | | 3/1/2022 | | | 2,481(3) | 421,373 | | | 3/1/2022 | | | 2,481(4) | 421,373 | | | 3/1/2022 | | | 1,241(5) | 210,771 | | | 3/1/2023 | 2,720(2) | 461,965 | | | | | 3/1/2023 | | | 6,120(6) | 1,039,421 | | | 3/1/2023 | | | 6,120(6) | 1,039,421 | | | 3/1/2024 | 3,684(2) | 625,691 | | | | | 3/1/2024 | | | 1,106(7) | 187,843 | | | 3/1/2024 | | | 1,105(7) | 187,673 |

  32. Outstanding Equity Awards at End of Fiscal Year 2024

    (1) Based on the closing price per share of our common stock on December 31, 2024 ($169.84). (2) These RSUs vest in one-third annual increments on each of the first three anniversaries of March 1 of the year in which they were granted. (3) These RSUs are shown at the maximum amount (150% of the target number of shares awarded). In February 2025, the Committee certified the Company’s performance relative to the performance goal established for this award and approved a payout equal to 123% of the target number of shares awarded. (4) These RSUs are shown at the maximum amount (150% of the target number of shares awarded). In February 2025, the Committee certified the Company’s performance relative to the performance goal established for this award and approved a payout equal to 150% of the target number of shares awarded. (5) These RSUs are shown at the maximum amount (150% of the target number of shares awarded). In February 2025, the Committee certified the Company’s performance relative to the performance goal established for this award and approved a payout equal to 127% of the target number of shares awarded. (6) These RSUs are shown at the maximum amount (200% of the target number of shares awarded). These awards are scheduled to cliff vest on the date that the achievement of the applicable performance goal is certified following the applicable three-year performance period. (7) These RSUs are shown at the threshold amount (40% of the target number of shares awarded). These awards are scheduled to cliff vest on the date that the achievement of the applicable performance goal is certified following the applicable three-year performance period. Each of the Relative TSR and ROIC performance goals are discussed under “Compensation Discussion and Analysis - Long-Term Incentive Awards” above. (8) These RSUs vest in one-third annual increments on each of the first three anniversaries of the grant date. (9) These RSUs vest in 25% annual increments on each of the first four anniversaries of March 1 of the year in which they were granted.

  33. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table provides information concerning exercises of stock options and vesting of restricted stock and restricted stock units held by our named executive officers during 2024. We have not granted stock options to our named executive officers since 2016.

  34. Option Exercises and Stock Vested in Fiscal Year 2024

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael Manley | 32,184 | 4,954,497 | | Thomas A. Szlosek | 3,195 | 525,002 | | Jeff Parent | 289 | 45,156 | | Gianluca Camplone | 3,913 | 594,698 | | C. Coleman Edmunds | 20,065 | 2,931,771 |

  35. Option Exercises and Stock Vested in Fiscal Year 2024

    (1) The values shown in this column were calculated based on the market value of our common stock on the vesting date.

  36. Non-Qualified Deferred Compensation in Fiscal Year 2024

    Non-Qualified Deferred Compensation in Fiscal Year 2024 The AutoNation, Inc. Deferred Compensation Plan (“DCP”) affords our named executive officers and certain other employees the opportunity to defer up to 75% of base salary and 90% of bonuses and/or commissions on a pre-tax basis. For 2024, we provided eligible participants under the DCP a matching contribution of 100% on the first $8,625 deferred. The 2024 matching contributions were credited by the Company as of January 1, 2025. One-third of the 2024 matching contributions vested as of January 1, 2025, and an additional one-third will vest in January 2026 and 2027, provided that a participant’s matching contribution will immediately vest in the event of death, disability, or the attainment of age sixty with at least six years of service by such participant. Earnings on deferrals are based on “deemed” investments in funds selected for inclusion in the DCP by us. Participants specify the investment allocation of their accounts among the funds provided and are permitted to change the investment allocations on any business day. In 2024, annual returns on the investment options available for the DCP generally ranged from -3% to 31.6%. Additionally, the DCP provides for payment of vested deferrals and earnings upon separation from service, death, and disability as well as upon specified payment dates elected by the participants in accordance with applicable tax rules. Participants may elect to receive payments upon specified in-service dates (in the form of a lump sum payment or up to five annual installments) or upon separation from service (in the form of a lump sum payment or up to 15 annual installments). The DCP is intended to meet the requirements of Section 409A of the Internal Revenue Code and other relevant provisions thereunder and related Treasury regulations. The following table sets forth the non-qualified deferred compensation activity for each named executive officer during 2024.

  37. Non-Qualified Deferred Compensation in Fiscal Year 2024

    | Name | Executive Contributions in Last Fiscal Year ($)(2) | AutoNation Contributions in Last Fiscal Year ($) | Aggregate Earnings (Loss) in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Michael Manley | — | — | — | — | — | | Thomas A. Szlosek | 165,000 | 8,625 | 11,264 | — | 184,889 | | Jeff Parent | — | — | — | — | — | | Gianluca Camplone | 8,300 | 8,625(3) | 3,400 | — | 28,575 | | C. Coleman Edmunds | 13,768 | 8,625 | 75,218 | — | 857,433(4) |

  38. Non-Qualified Deferred Compensation in Fiscal Year 2024

    (1) These amounts are not included in the “Summary Compensation Table.” (2) Amounts are included in the “Salary” column for 2024 in the “Summary Compensation Table,” except for Mr. Camplone who deferred a portion of his 2023 annual incentive bonus (which he contributed to the DCP in 2024). (3) Mr. Camplone deferred a portion of his 2024 annual incentive bonus (which he contributed to the DCP in 2025) and earned a matching contribution in 2024. (4) $279,832 of this amount has been previously reported as compensation in the “Summary Compensation Table” for previous years.

  39. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below reflect the amount of compensation that would have been payable to our current named executive officers serving on December 31, 2024, under any contract, agreement, plan, or arrangement with us that provides for any payment to such officer in the event of termination of such officer’s employment or a change in control of the Company, in each case assuming the termination or change in control occurred effective as of December 31, 2024, the last business day of our last completed fiscal year. The amount of compensation payable to each named executive officer serving on December 31, 2024, upon “termination for cause,” “voluntary termination” (or “voluntary termination for good reason” and “voluntary termination without good reason”), “death or disability,” “retirement,” “involuntary termination without cause,” and “change in control,” as applicable, is shown below. We have prepared the tables based on the assumptions set forth below under “General Assumptions,” and the tables should be considered in conjunction with those assumptions and the disclosures below the tables. We maintain the Severance Plan to help retain key employees and maintain a stable work environment by providing severance benefits to covered employees in the event of certain terminations of employment. Under the Severance Plan, in the event a covered employee is terminated without cause, or a covered employee terminates his or her employment for good reason, as long as such person (a) is not in material breach of any restrictive covenant agreement with the Company, (b) does not breach any such restrictive covenant agreement as if it had been in effect through the 18-month period following the applicable termination date, and (c) signs a waiver and release of claims, then such person will be entitled to receive: •in equal installments over 18 months, 1.5 times the sum of such person’s annual base salary and target annual bonus, •at the same time bonuses are paid to active employees generally, an amount equal to such person’s annual bonus as determined by the Committee based on actual performance, prorated for the number of days the person was employed during the calendar year, and •a payment equal to the cost of health insurance coverage under COBRA, grossed up for taxes, based on such person’s then-current elections for an 18-month period. Each named executive officer, other than Messrs. Manley and Camplone, was covered by the Severance Plan as of December 31, 2024.

  40. PAY RATIO

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Compensation Committee determined that the total annual compensation paid to our Chief Executive Officer, Mr. Manley, in respect of 2024 was approximately 233 times the median of the total annual compensation of all of our employees (other than Mr. Manley) in respect of 2024. We believe that the pay ratio disclosed above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions, and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. We identified the median employee by examining 2024 total compensation for all individuals who were employed by us on December 31, 2024, excluding the compensation received by Mr. Manley in 2024. We included all individuals employed by us on December 31, 2024, whether employed on a full-time or part-time basis, and excluded independent contractors. We calculated annual total compensation for all employees using the same methodology we use for our named executive officers as set forth in the “Summary Compensation Table” above and annualized the compensation of employees who were not employed for the entire year. As reported in the “Summary Compensation Table,” the annual total compensation of Mr. Manley for 2024 was $15,928,029. The annual total compensation of our median employee was $68,488.

  41. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “Executive Compensation – Compensation Discussion and Analysis” above.

  42. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for Mr. Manley(1) | Summary Compensation Table Total for Mr. Jackson(1) | Summary Compensation Table Total for Ms. Miller(1) | Compensation Actually Paid to Mr. Manley(2) | Compensation Actually Paid to Mr. Jackson(2) | Compensation Actually Paid to Ms. Miller(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (millions)(7) | Adjusted Operating Income Per Basic Share(8) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $15,928,029 | — | — | $22,612,761 | — | — | $4,407,609 | $5,550,338 | $349 | $186 | $692 | $29.97 | | 2023 | $13,588,817 | — | — | $20,284,705 | — | — | $4,121,198 | $5,596,060 | $309 | $172 | $1,021 | $35.44 | | 2022 | $13,499,193 | — | — | $12,706,450 | — | — | $3,753,082 | $2,390,745 | $221 | $123 | $1,377 | $35.63 | | 2021 | $8,513,663 | $18,288,250 | — | $8,159,065 | $42,209,539 | — | $5,761,104 | $10,159,292 | $240 | $170 | $1,373 | $25.26 | | 2020 | — | $14,198,071 | $12,362,521 | — | $28,786,698 | $4,112,952 | $3,538,126 | $5,295,383 | $144 | $126 | $382 | $11.95 |

  43. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reflected in the columns labeled “(b)” are the amounts of total compensation reported for Messrs. Manley and Jackson and Ms. Miller for each corresponding year in the “Total” column of the applicable “Summary Compensation Table.” (2) The dollar amounts reported in the columns labeled “(c)” represent the amount of “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K and referred to as “CAP”) to Messrs. Manley and Jackson and Ms. Miller. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Manley and Jackson or Ms. Miller during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Manley’s and Jackson’s and Ms. Miller’s total compensation for each year to determine their respective CAP:

  44. PAY VERSUS PERFORMANCE

    | Year | Principal Executive Officer | Grant Date Fair Value of Equity Awards Granted During the Year | Fair Value at Year-End of Equity Awards Granted During the Year | Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year | Fair Value as of the End of Prior Year of Awards Cancelled During the Year | Total Adjustment to Equity Value Reflected in Compensation Paid | | 2024 | Michael Manley | $(10,157,879) | $11,793,037 | $4,928,471 | $121,103 | — | $6,684,732 | | 2023 | Michael Manley | $(8,315,079) | $9,070,897 | $5,315,485 | $624,585 | — | $6,695,888 | | 2022 | Michael Manley | $(7,199,903) | $6,845,204 | $(345,729) | $(92,315) | — | $(792,743) | | 2021 | Michael Manley | $(6,699,904) | $6,345,306 | — | — | — | $(354,598) | | | Michael Jackson | $(9,099,956) | $13,948,969 | $18,220,232 | $1,939,393 | (1,087,349) | $23,921,289 | | 2020 | Michael Jackson | $(7,946,117) | $12,646,506 | $10,939,424 | $(1,051,186) | — | $14,588,627 | | | Cheryl Miller | $(8,852,752) | $4,131,708 | — | $(167,686) | $(3,360,839) | $(8,249,569) |

  45. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding any person who served as our principal executive officer, or “PEO”) in the “Total” column of the applicable “Summary Compensation Table.” The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Thomas A. Szlosek, Jeff Parent, Gianluca Camplone, and C. Coleman Edmunds, (ii) for 2023, Thomas A. Szlosek, Gianluca Camplone, C. Coleman Edmunds, Dave Koehler, Marc Cannon, and Joseph T. Lower; (iii) for 2022, Joseph T. Lower, Gianluca Camplone, Marc Cannon, C. Coleman Edmunds, and James R. Bender; (iv) for 2021, Joseph T. Lower, Marc Cannon, C. Coleman Edmunds, and James R. Bender; and (v) for 2020, Joseph T. Lower, Marc Cannon, C. Coleman Edmunds, James R. Bender, and Christopher R. Cade. (4) The dollar amounts reported in column (e) represent the average CAP for the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the average CAP for such group:

  46. PAY VERSUS PERFORMANCE

    | Year | | Grant Date Fair Value of Equity Awards Granted During the Year | Fair Value at Year-End of Equity Awards Granted During the Year | Fair Value at Vesting Date of Equity Awards Granted and Vested During the Year | Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year | Fair Value as of the End of Prior Year of Awards Cancelled During the Year | Total Adjustment to Equity Value Reflected in Compensation Paid | | 2024 | Average Non-PEO NEOs | $(2,076,382) | $2,410,630 | — | $815,448 | $(6,967) | — | $1,142,729 | | 2023 | Average Non-PEO NEOs | $(2,582,891) | $2,159,120 | $2,475(a) | $1,236,451 | $691,414 | $(31,707) | $1,474,862 | | 2022 | Average Non-PEO NEOs | $(2,036,536) | $1,769,634 | — | $(226,814) | $(148,343) | $(720,280) | $(1,362,339) | | 2021 | Average Non-PEO NEOs | $(3,556,044) | $4,437,291 | — | $3,342,317 | $174,624 | — | $4,398,188 | | 2020 | Average Non-PEO NEOs | $(1,804,891) | $2,834,605 | — | $778,518 | $(50,975) | — | $1,757,257 |

  47. PAY VERSUS PERFORMANCE

    (a) Reflects shares withheld to satisfy FICA tax-related obligations in the year of grant for a non-PEO NEO who became retirement eligible in 2023. (5) Cumulative Total Shareholder Return (“TSR”) is calculated in accordance with the requirements of Item 402(v) of Regulation S-K. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Our peer group consists of other public companies in the automotive retail market, referred to as the “Public Auto Retail Peer Group.” The Public Auto Retail Peer Group consists of Asbury Automotive Group, Inc., CarMax, Inc., Group 1 Automotive, Inc., Lithia Motors, Inc., Penske Automotive Group, Inc., and Sonic Automotive, Inc. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year. (8) Adjusted operating income per basic share is calculated by dividing a measure of operating income (referred to as “Adjusted Operating Income”) by the weighted average actual basic shares outstanding during the applicable year. Adjusted Operating Income includes net income (loss) from discontinued operations and floorplan interest expense and excludes, if applicable in a given year, restructuring expenses, goodwill, franchise rights, and other asset impairment charges, certain bonus accruals, charges or credits recorded in SG&A expenses related to our deferred compensation plan, and other significant reserves, losses, or write-downs. Adjusted Operating Income is also adjusted for acquisitions, to the extent such acquisition was not already included in calculating the performance goal, and to reflect a capital charge for the repurchase of shares of our common stock. The Committee also has the authority to make, and from time to time makes, appropriate equitable adjustments to reflect the impact of unusual or infrequently occurring items. Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. While the Committee utilizes several performance measures to align executive compensation with Company performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, the Committee generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. CAP and Cumulative TSR The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our cumulative total shareholder return across our last five completed fiscal years. CAP and Net Income The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our net income across our last five completed fiscal years. CAP and Adjusted Operating Income per Basic Share The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our adjusted operating income per basic share across our last five completed fiscal years. Cumulative TSR of the Company and Cumulative TSR of the Peer Group The following graph describes the relationship between (a) our cumulative total shareholder return across our last five completed fiscal years and (b) the cumulative total shareholder return for our peer group across the same period. Tabular List of Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. The most important financial performance measures used by the Committee for the most recently completed fiscal year to link compensation actually paid to our named executive officers to the Company’s performance are as follows:

  48. PAY VERSUS PERFORMANCE

    | Most Important Financial Performance Measures | | Adjusted Operating Income Per Basic Share | | Relative TSR | | Return on Invested Capital |

  49. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board has nominated each of the following nine persons to stand for election for a term expiring at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Rick L. Burdick, Claire Bennett, David B. Edelson, Robert R. Grusky, Norman K. Jenkins, Lisa Lutoff-Perlo, Michael Manley, G. Mike Mikan, and Jacqueline A. Travisano. Each of the nominees is willing and able to serve as a director of AutoNation. See “Board of Directors and Corporate Governance - Directors” for information regarding each of the director nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.