AUTONATION, INC.
For the period ended Apr 28, 2026. Filed Mar 17, 2026.
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Apr 28, 2026 · Filed Mar 17, 2026
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Contents
Summary Compensation Table
The following table provides information regarding compensation earned by each of our named executive officers for 2025, 2024, and 2023, except in the case of Mr. Parent who was not a named executive officer in 2023. This table should be read in conjunction with the narrative descriptions and analysis under “Compensation Discussion and Analysis.”
| SUMMARY COMPENSATION TABLE | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name andPrincipal Position · Year · Salary($) · Bonus ($) · StockAwards($)(1) · Non-EquityIncentive Plan Compensation ($) · All Other Compensation($)(2) · Total($) | ||||||||||||
| Michael Manley | 2025 | 1,425,000 | — | 28,064,546 | (3) | 4,647,956 | 253,567 | (4) | 34,391,069 | |||
| Chief Executive Officer and Director | 2024 | 1,300,000 | — | 10,157,879 | 3,601,000 | 869,150 | 15,928,029 | |||||
| 2023 | 1,300,000 | — | 8,315,079 | 3,861,000 | 112,738 | 13,588,817 | ||||||
| Thomas A. Szlosek | 2025 | 852,500 | — | 2,844,640 | 1,389,845 | 300,536 | (5) | 5,387,521 | ||||
| Executive Vice President and Chief Financial Officer | 2024 | 825,000 | 500,000 | 2,805,987 | 1,142,625 | 102,743 | 5,376,355 | |||||
| 2023 | 331,250 | 500,000 | 2,758,044 | 493,358 | 66,445 | 4,149,097 | ||||||
| Jeff Parent | 2025 | 820,834 | 1,820,676 | 1,317,085 | 36,666 | (6) | 3,995,261 | |||||
| Chief Operating Officer | 2024 | 800,000 | 1,500,000 | 1,683,532 | 997,200 | 219,132 | 5,199,864 | |||||
| Gianluca Camplone | 2025 | 804,625 | — | 2,275,693 | 1,180,558 | 32,944 | (7) | 4,293,820 | ||||
| Chief Operating Officer, AutoNation Parts, and Executive Vice President, Business Development | 2024 | 785,000 | — | 2,244,760 | 978,503 | 35,300 | 4,043,563 | |||||
| 2023 | 785,000 | — | 2,309,727 | 1,049,153 | 35,857 | 4,179,737 | ||||||
| C. Coleman Edmunds | 2025 | 717,103 | — | 1,592,992 | 876,869 | 34,938 | (8) | 3,221,902 | ||||
| Executive Vice President, General Counsel and Corporate Secretary | 2024 | 688,418 | — | 1,571,249 | 715,095 | 35,891 | 3,010,653 | |||||
| 2023 | 688,418 | — | 1,616,816 | 766,726 | 32,339 | 3,104,299 | ||||||
(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, 2025.
Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum value of the 2025-2027 ROIC-based PBRSUs granted to Messrs. Manley, Szlosek, Parent, Camplone, and Edmunds in 2025 as of the grant date would be as follows:
| Mr. Manley | Mr. Szlosek | Mr. Parent | Mr. Camplone | Mr. Edmunds |
|---|---|---|---|---|
| $6,690,045 | $1,500,201 | $960,030 | $1,199,950 | $840,070 |
(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 $15,376,731 for Mr. Manley’s One-Time PSU Award discussed under “Compensation Discussion and Analysis” above, which award is subject to market-based vesting conditions.
(4) Includes $155,413 for personal usage of corporate aircraft, $45,000 for a vehicle allowance, $20,000 in reimbursement for financial and tax planning services, $19,404 for group term life insurance premiums, $8,750 in matching contributions under DCP Plan, and the cost of an executive health examination. In 2025, Mr. Manley flew approximately 70% of the total number of corporate aircraft hours permitted under his employment agreement. Following a Board-directed, third-party review of executive security, the Board requested that, commencing in 2025, Mr. Manley refrain from flying on commercial aircraft.
(5) Includes $156,852 for relocation reimbursement, $101,767 for tax reimbursement related to his relocation benefits, $24,393 for a demonstrator vehicle, $8,774 for group term life insurance premiums, and $8,750 in matching contributions under our DCP Plan.
(6) Includes $15,600 for a vehicle allowance, $10,262 for group term life insurance premiums, and $8,750 in matching contributions under our DCP Plan.
(7) Includes $15,600 for a vehicle allowance, $8,594 for group term life insurance premiums, $8,750 in matching contributions under our DCP Plan, and the cost of an executive health examination.
(8) Includes $15,600 for a vehicle allowance, $10,588 for group term life insurance premiums, and $8,750 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. As discussed under “Compensation Discussion and Analysis” above, the Committee increased Mr. Manley’s base salary to $1.45 million in 2025 — his first base salary adjustment since his appointment as our Chief Executive Officer in 2021. 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 $11,150,000 for 2025. See “Compensation Discussion and Analysis” for a discussion of the target set for Mr. Manley in 2025. 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 2025, 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 2024.
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.
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