David Edelson
AUTONATIONAbout David B. Edelson
David B. Edelson, age 65, has served on AutoNation’s Board since July 2008 and is the Chair of the Audit Committee; the Board has designated him an “audit committee financial expert.” He is currently a Managing Director in Bain Capital’s North American private equity business (since October 2022), and previously served as CFO of Loews Corporation (2014–2022), EVP & Corporate Treasurer of JPMorgan Chase (named Treasurer in April 2001; promoted to EVP in February 2003), and an investment banker at Goldman Sachs and JPMorgan for the first 15 years of his career . At the 2025 Annual Meeting, Edelson was re-elected with 32,659,434 votes “For,” 469,149 “Against,” and 32,196 “Abstain,” reflecting strong shareholder support .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corporation | Chief Financial Officer | May 2014 – May 2022; Senior Advisor Jul–Oct 2022 | Senior finance leadership across diversified businesses |
| JPMorgan Chase & Co. | Executive Vice President & Corporate Treasurer | Named Treasurer Apr 2001; EVP Feb 2003 | Corporate treasury leadership; capital markets expertise |
| Goldman Sachs & JPMorgan | Investment Banker | First 15 years of career | Transaction execution; capital markets experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Bain Capital, LP (North American Private Equity) | Managing Director | Oct 2022 | Leading private investment firm; role began after Loews senior advisor period |
Board Governance
- Committee assignments: Chair, Audit Committee; not listed on Compensation or Corporate Governance & Nominating Committees .
- Audit Committee activity: 6 meetings held in 2024; Edelson is the designated “audit committee financial expert” .
- Board effectiveness indicators:
- Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions without management .
- Independence: Board affirmed all non-employee directors (including Edelson) are independent under NYSE and company standards .
- Shareholder support: Re-elected with 32.66M For vs 0.47M Against at 2025 AGM .
- Governance policies:
- Prohibition on hedging or short sales for directors and employees .
- Majority voting with resignation policy for uncontested elections .
| Committee | Role | 2024 Meetings | Financial Expert |
|---|---|---|---|
| Audit | Chair | 6 | Yes (Edelson) |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Non-employee directors |
| Audit Committee Chair Retainer | $25,000 | Chair premium |
| Total Cash Fees Earned (2024) | $75,000 | Edelson’s 2024 cash fees |
| Meeting Fees | None disclosed | Program specifies retainers; no meeting fees listed |
Performance Compensation (Director)
| Equity Award | Grant Date | Shares | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual RSU (Director Program) | Jan 2, 2024 | 1,659 | $150.69 | $249,995 | RSUs vest on grant; settle in stock on first trading day of Feb in the third year post-grant; deferral election available; dividend equivalents accrue as additional RSUs |
| Options | — | — | — | — | Company has not granted director stock options since 2013 |
The non-employee director equity program is structured as vested RSUs with deferred settlement, not performance-conditioned awards; alignment arises through share value exposure and settlement timing rather than explicit operating or market metrics .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in biography |
Expertise & Qualifications
- Deep finance and capital markets expertise (former CFO; corporate treasurer; investment banking background) .
- Audit oversight capability and financial reporting acumen; designated “audit committee financial expert” .
- Private equity leadership experience (Bain Capital) adding perspective on capital allocation and M&A .
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares Owned | 41,334 |
| Shares Acquirable Within 60 Days (Vested RSUs) | 8,956 |
| Total Beneficial Ownership | 50,290 |
| Percent of Shares Outstanding | <1% (based on 39,246,965 shares as of Mar 3, 2025) |
| Aggregate RSUs Held (12/31/2024) | 7,459 |
| Director Ownership Guideline | $750,000 by 5th anniversary |
| Ownership Fair Market Value (Mar 3, 2025 close $175.38) | $8,819,860 |
| Guideline Compliance | Achieved |
Governance Assessment
- Positive signals:
- Long tenure with strong shareholder support for re-election (32.66M For vs 0.47M Against) .
- Independent status with chair role on Audit Committee and recognized “financial expert,” supporting robust financial oversight and risk management .
- Strong ownership alignment: $8.82M FMV in shares; guideline achieved; prohibited hedging and short sales enhance alignment .
- Board engagement: all directors ≥75% attendance; independent-only executive sessions held 4 times in 2024 .
- No related-party transactions involving directors since the beginning of 2024, reducing conflict risk .
- Potential risk considerations:
- External role at Bain Capital could present situational conflicts if Bain invests in adjacent sectors, but the company reports no related-party transactions since 2024 and maintains approval thresholds and independence standards; Board affirms Edelson’s independence .
- Director equity awards are fixed-value RSUs rather than performance-conditioned instruments; alignment is via share value exposure and settlement deferral rather than explicit metrics .
Overall, Edelson’s profile supports investor confidence in financial stewardship and audit oversight, with high ownership alignment and robust independence safeguards; no material governance red flags disclosed .