Claire Bennett
AUTONATIONAbout Claire Bennett
Claire Bennett, age 59, joined AutoNation’s Board on July 8, 2024, as an independent director. She previously served as Global Chief Customer Officer at InterContinental Hotels Group (2017–2023) and held senior roles at American Express (2006–2017), bringing deep customer experience, general management, and consumer services expertise. She also serves on the board of Samsonite International S.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterContinental Hotels Group (IHG) | Global Chief Customer Officer; Executive Committee member | 2017–2023 | Led B2C/B2B customer experience and growth across multinational brands |
| American Express | General Manager, Global Consumer Travel & Lifestyle; other senior roles | 2006–2017 | Senior executive roles in consumer services and travel |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Samsonite International S.A. | Director | Consumer goods | Current public company directorship |
Board Governance
| Attribute | Details |
|---|---|
| Board entry date | Appointed July 8, 2024 |
| Independence | Board determined she is independent under NYSE standards |
| Committees | Audit Committee member (current) |
| Committee chairs | None (Audit Chair is David Edelson; Comp Chair is G. Mike Mikan; CG&N Chair is Jacqueline A. Travisano) |
| Attendance and engagement | In 2024, Board held 5 meetings; each director attended ≥75% of Board/committee meetings during their service; independent directors held 4 executive sessions; all directors attended the 2024 annual meeting |
| 2025 director election support | Elected with 33,044,671 For; 57,710 Against; 58,398 Abstain; 2,342,847 broker non-votes |
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual Board retainer (cash) | $25,000 | Prorated from standard $50,000 due to July 2024 appointment |
| Equity – director RSUs (annual) | $0 in 2024 | No Jan 2, 2024 grant as she was not yet a director |
| Equity plan | Eligible under 2024 Non‑Employee Director Equity Plan | RSUs are fully vested at grant but settle in shares on the first trading day of February in the third year following grant unless deferred; dividend equivalents accrue as additional RSUs; acceleration in certain circumstances |
Additional program features for non-employee directors in 2024:
- Independent Chair retainer: $200,000; Committee Chair retainers: $25,000 (Audit), $15,000 (Comp, CG&N); expense reimbursement; optional cash retainer deferral via DCP .
Performance Compensation
Directors do not receive performance-based incentive pay at AutoNation; annual director equity grants are vested RSUs with deferred settlement and no performance metrics .
| Performance-linked component | Status |
|---|---|
| Cash bonus tied to metrics | None for directors |
| Performance-based equity (PSUs/options) | None for directors; RSUs are time/deferred settlement only |
Other Directorships & Interlocks
| Entity | Relationship to AN | Potential Interlock/Conflict |
|---|---|---|
| Samsonite International S.A. (Director) | No disclosed customer/supplier relationship with AN | No related-party transactions involving directors or >5% holders since the beginning of 2024 |
Expertise & Qualifications
- Customer experience, brand and loyalty, consumer services leadership across hospitality, financial services, and technology-adjacent industries .
- Governance: Audit Committee member at AN, indicating oversight exposure to financial reporting, controls, and cybersecurity risk review (committee mandate) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 1,497 shares beneficially owned, representing vested RSUs/acquirable within 60 days; no common shares listed as directly owned in table |
| Director stock ownership guideline | Expectation to hold ≥$750,000 in AN stock within 5 years of initial appointment |
| Current progress | 1,497 shares valued at $262,544 (based on $175.38 close on Mar 3, 2025); ~35% of guideline |
| Hedging/shorting policy | Directors prohibited from hedging/short sales of company stock |
| Pledged shares | No pledge disclosure for directors; no related-party transactions disclosed since 2024 |
Insider Trades (Section 16)
| Date | Type | Shares/Units | Post-transaction holdings | Notes |
|---|---|---|---|---|
| Jan 2, 2025 | Stock award (grant) of vested RSUs | 1,497 | 1,497 | Annual director RSU award under 2024 Director Plan; settlement deferred per plan; footnote describes vesting/settlement mechanics |
Governance Assessment
-
Strengths:
- Independence affirmed; placed on Audit Committee, supporting oversight of financial reporting, internal controls, and cybersecurity risk .
- Strong shareholder support for her election in 2025 (33.0M For vs 0.06M Against) — a positive confidence signal .
- Robust director equity alignment via annual RSU (vested, deferred settlement) and significant $750k ownership guideline with disclosed progress tracking .
- Company-wide prohibitions on hedging/short sales and updated clawback policy underpin governance rigor; say‑on‑pay support historically at 98% in 2024 and approved again in 2025 .
-
Watch items:
- Early tenure: appointed mid-2024; ongoing observation of attendance and engagement is prudent (Board reports all directors met ≥75% attendance in 2024) .
- No specific “audit committee financial expert” designation for Bennett (committee expert is Edelson); this is not a red flag but clarifies role expectations .
RED FLAGS: None disclosed — no related-party transactions involving directors since 2024; no pledging disclosed; high shareholder support in 2025 mitigates governance concern signals .
Appendix – Director Compensation Structure Summary (for context)
| Component | Standard 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $50,000 | Prorated for partial-year service |
| RSUs (annual) | $250,000 grant-date value; 1,659 RSUs on Jan 2, 2024 to then-serving directors | Vested at grant; settle after ~3 years; dividend equivalents accrue; no 2024 grant to Bennett due to mid-year appointment |
| Chair retainers | $200,000 (Independent Chair); $25,000 Audit Chair; $15,000 Comp & CG&N Chairs | — |
| Deferred Compensation Plan | Optional deferral of cash retainers; no company match for directors | — |