Coleman Edmunds
AUTONATIONAbout Coleman Edmunds
C. Coleman Edmunds is Executive Vice President, General Counsel and Corporate Secretary of AutoNation (AN), serving in this role since April 2017; he joined AutoNation in November 1996 after private practice at Baker & McKenzie . As of February 16, 2024, Edmunds was 59 years old and had 28 years with AutoNation, reflecting deep institutional knowledge and legal leadership tenure . Company performance metrics tied to executive pay include cumulative TSR rising to $349 from an initial $100 over the last five fiscal years, 2024 net income of $692 million, and Adjusted Operating Income Per Basic Share of $29.97, all used by the Compensation Committee to align incentives with outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AutoNation | EVP, General Counsel & Corporate Secretary | Apr 2017 – Present | Chief legal officer; corporate secretary responsibilities |
| AutoNation | SVP, Deputy General Counsel & Assistant Secretary | Oct 2007 – Mar 2017 | Senior legal leadership supporting corporate governance and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker & McKenzie | Attorney (Private Practice) | Prior to Nov 1996 | International law firm experience prior to joining AutoNation |
Fixed Compensation
Multi-year cash and reported compensation for Edmunds:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 685,912 | 688,418 | 688,418 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Actual Annual Bonus Paid ($) | 882,896 | 766,726 | 715,095 |
| Stock Awards Grant-Date Fair Value ($) | 1,399,914 | 1,616,816 | 1,571,249 |
| All Other Compensation ($) | 32,002 | 32,339 | 35,891 |
| Total Compensation ($) | 3,000,724 | 3,104,299 | 3,010,653 |
Perquisites and other benefits detail (2024):
- Vehicle allowance: $15,600; Group term life insurance premiums: $11,666; DCP matching contributions: $8,625 .
Performance Compensation
Annual incentive design and 2024 outcome:
| Component | Metric | Weighting | FY 2024 Target | FY 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted Operating Income Per Basic Share | 100% | $27.84 | $29.97 | 139% |
Performance share units (PSUs) settlement for 2022–2024 cycle (certified Q1 2025):
| Metric (3-year) | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (cumulative) | 40% | $3,936 | $5,248 | $5,773 | $5,487 | 123% |
| ROIC (average) | 40% | 8.25% | 10.25% | 12.25% | 20.99% | 150% |
| CSI (average) | 20% | 60% | 70%-75% | 85% | 80.30% | 127% |
| Weighted PSU payout | — | — | — | — | — | 135% |
Current long-term incentive structure (granted Mar 1, 2024):
| Award Type | Grant Date | Target Shares | Vesting |
|---|---|---|---|
| Time-based RSUs | 3/1/2024 | 3,684 | 1/3 annually on 3/1/2025, 3/1/2026, 3/1/2027 |
| PBRSU – ROIC | 3/1/2024 | 2,764 | Cliff after 3-year performance period (FY 2024–2026); 0–200% payout |
| PBRSU – Relative TSR | 3/1/2024 | 2,763 | Cliff after 3-year performance period (FY 2024–2026); 0–200% payout |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 32,243; <1% of outstanding |
| Stock Ownership Guideline | 2x base salary ($1,376,836) |
| Ownership vs Guideline | $5,654,777 held; exceeds guideline |
| Vested vs Unvested (selected awards at 12/31/2024) | Time-based RSUs unvested: 2,720 (3/1/2023) and 3,684 (3/1/2024) ; 2024 PBRSUs at threshold: 1,106 (ROIC) and 1,105 (TSR) |
| Pledged Shares | No pledging disclosure; Company prohibits hedging and short sales for directors and employees |
| Deferred Compensation (DCP) | 2024 exec contrib $13,768; company match $8,625; year-end balance $857,433 |
Vesting cadence and potential selling pressure indicators:
- Time-based RSUs vest annually each March 1; next scheduled tranches on 3/1/2025 and 3/1/2026 could add liquidity events .
- 2022–2024 PBRSUs certified and payable in early 2025 (weighted payout 135%), creating a near-term settlement event .
- 2024–2026 PBRSUs cliff vest post certification in 2027, deferring substantial performance-linked share delivery .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start & Role Tenure | Joined Nov 1996; EVP, General Counsel & Corporate Secretary since Apr 2017 |
| Severance Plan Coverage | Covered by Executive Severance Plan ; if terminated without cause or resigns for good reason: 1.5x (base + target bonus) paid over 18 months, prorated current-year bonus at actual performance, and 18 months COBRA grossed-up |
| Estimated Cash Severance (as of 12/31/2024) | $1,849,006 |
| Change-in-Control | Double trigger vesting for continued/assumed awards; if not continued/assumed, immediate vesting at target |
| Equity Vesting on Separation | Death/disability: time-based RSUs accelerate; PBRSUs continue based on actual performance; retirement eligible—continued vesting subject to covenants |
| Restrictive Covenants | Non-compete and related restrictions generally for one year; post-termination benefits conditioned on compliance |
| Clawback (Recoupment) | Amended and Restated Policy mandates recovery of erroneously paid incentive comp for Section 16 officers; retains prior clawback covering cash bonuses and equity |
| Hedging/Short Sales | Prohibited for directors and employees |
| Tax Gross-ups | No gross-ups for perquisites, except business-related relocation consistent with general policy |
Investment Implications
- Alignment and retention: Edmunds exceeds ownership guidelines materially ($5.65M vs $1.38M required), signaling strong alignment and reduced near-term selling pressure outside scheduled vestings . Clawback, non-compete, and double-trigger CIC terms reinforce governance discipline and retention incentives .
- Incentive quality: Annual bonus fully tied to Adjusted Operating Income Per Basic Share (100% weighting), with 2024 paid at 139% on outperformance, which emphasizes capital productivity and operating discipline . Long-term PSUs balanced between ROIC and Relative TSR with 0–200% outcomes, and prior cycle paid 135% on weighted basis, indicating robust linkage to multi-year value creation drivers .
- Liquidity and selling pressure: Near-term equity settlements include certified 2022–2024 PBRSUs in early 2025 and annual RSU tranches each March; however, prohibition on hedging/short sales and strong ownership guideline compliance mitigate adverse signaling risk .
- Severance economics: Under standard plan terms, Edmunds’ severance multiple (1.5x base + target bonus) and COBRA support are moderate relative to market, with retirement eligibility allowing continued vesting subject to covenants—balanced retention without outsized parachute risk .