Gianluca Camplone
About Gianluca Camplone
Gianluca Camplone serves as Chief Operating Officer, AutoNation Parts, and Executive Vice President, Business Development; he joined AutoNation on March 1, 2022 under a letter agreement setting his base salary and incentive terms . As part of AutoNation’s named executive officers (NEOs), his pay is tied to rigorous performance metrics including Adjusted Operating Income per basic share for annual incentives and multi‑year ROIC and Relative TSR for equity awards . Company performance in 2024 included net income of $692.2 million and diluted EPS of $16.92; across the pay-versus-performance window, cumulative TSR translated a $100 initial investment to $349 in 2024 versus $186 for the public auto retail peer group . Age, education, and prior biography are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in Company filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in Company filings |
Fixed Compensation
Multi-year compensation (as reported in the Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 654,167 | 785,000 | 785,000 |
| Bonus ($) | 600,000 | — | — |
| Stock Awards ($) | 2,199,979 | 2,309,727 | 2,244,760 |
| Non‑Equity Incentive ($) | 1,012,884 | 1,049,153 | 978,503 |
| All Other Compensation ($) | 222,481 | 35,857 | 35,300 |
| Total ($) | 4,689,511 | 4,179,737 | 4,043,563 |
Compensation structure specifics:
- Base salary set at $785,000 in his letter agreement; target annual bonus set at 90% of base; annual target LTI set at $2,000,000 .
- 2024 annual incentive metric and payout: Adjusted Operating Income per basic share Target $27.84, Actual $29.97, payout 139% of target; Camplone’s reported non‑equity incentive payout was $978,503 .
- Perquisites and benefits disclosed for 2024: vehicle allowance $15,600; group term life premiums $8,877; DCP match $8,625; executive health exam cost (included in “All Other Compensation”) .
Deferred compensation (DCP):
- 2024 executive contributions $8,300; company matching contribution $8,625; aggregate year‑end balance $28,575 .
Performance Compensation
Annual cash incentive program (2024):
- Metric: Adjusted Operating Income per basic share; Threshold $22.28 (50%), Target $27.84 (100%), Maximum $44.55 (200%) .
- Company attainment: $29.97 → payout 139% of target; NEO payouts paid at 139% .
Long-term equity awards (2024 grants):
| Grant Type | Grant Date | Target Shares | Threshold / Max | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Time‑based RSUs | 3/1/2024 | 5,263 | — | 1/3 annually over 3 years | 799,871 |
| PBRSUs – ROIC | 3/1/2024 | 3,948 | 40% / 200% of target | Cliff vest after FY 2024–2026 period | 600,017 |
| PBRSUs – Relative TSR | 3/1/2024 | 3,948 | 40% / 200% of target | Cliff vest after FY 2024–2026 period | 844,872 |
Settled PBRSUs (2022–2024 performance cycle for awards granted in 2022):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (3‑yr cumulative) | 40% | $3,936 | $5,248 | $5,773 | $5,487 | 123% |
| ROIC (3‑yr average) | 40% | 8.25% | 10.25% | 12.25% | 20.99% | 150% |
| CSI (3‑yr average) | 20% | 60% | 70%–75% | 85% | 80.30% | 127% |
| Weighted-average payout | — | — | — | — | — | 135% |
Stock vested in 2024:
| Shares Vested (#) | Value Realized ($) |
|---|---|
| 3,913 | 594,698 |
Equity Ownership & Alignment
Stock ownership guidelines and compliance:
- Executive ownership guideline: 2× annual base salary; executives must retain 50% of net shares until threshold is met; expected to satisfy within 5 years .
- Camplone holdings as of March 3, 2025: 20,053 shares valued at $3,516,895 (close $175.38); guideline requirement $1,570,000; status: satisfied .
- Beneficial ownership: 20,053 shares; individual ownership “less than 1%” of shares outstanding .
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Type | Unvested/Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|---|
| 3/1/2022 | Time‑based RSUs | 1,969 | 334,415 |
| 3/1/2022 | PBRSUs – Adjusted EBITDA | 7,089 (shown at max; paid 123% in Feb 2025) | 1,203,996 |
| 3/1/2022 | PBRSUs – ROIC | 7,089 (shown at max; paid 150% in Feb 2025) | 1,203,996 |
| 3/1/2022 | PBRSUs – CSI | 3,543 (shown at max; paid 127% in Feb 2025) | 601,743 |
| 3/1/2023 | Time‑based RSUs | 3,886 | 659,998 |
| 3/1/2023 | PBRSUs (cycle ending 2025–2026) | 8,744 | 1,485,081 |
| 3/1/2023 | PBRSUs (cycle ending 2025–2026) | 8,742 | 1,484,741 |
| 3/1/2024 | Time‑based RSUs | 5,263 | 893,868 |
| 3/1/2024 | PBRSUs – ROIC (threshold shown) | 1,579 | 268,177 |
| 3/1/2024 | PBRSUs – Relative TSR (threshold shown) | 1,579 | 268,177 |
Alignment policies:
- Prohibition on hedging and short sales by directors and employees .
- Executive stock ownership guidelines and retention requirements as above .
- No stock option grants to NEOs since 2016 .
Employment Terms
Key employment and severance economics:
- Start date and role terms: Commenced employment March 1, 2022; base salary $785,000; target annual incentive 90% of base; annual target long‑term incentive $2,000,000 .
- Good Reason definition: material decrease in compensation, material change in duties/responsibilities, or relocation >50 miles (with 10‑day cure) .
- Severance (Good Reason or Involuntary without Cause): Lump sum equal to base salary plus target bonus; time‑based equity vests immediately; performance‑based equity continues prorata with payout per actual performance; subject to separation agreement, non‑compete and confidentiality covenants .
- Hypothetical severance values (as of 12/31/2024): Cash severance $1,491,500; continued vesting/acceleration under Good Reason $3,325,297; Death/Disability $4,045,419; Change in Control (if awards not assumed) $4,714,249 .
- Change‑in‑control (2017 Plan): Double trigger vesting; if awards are not assumed/substituted, RSUs vest immediately (performance deemed at target) .
- Restrictive covenants: 1‑year non‑compete/non‑solicit and related covenants; violations lead to immediate forfeiture of unvested RSUs and repayment of value vested in prior 12 months .
- Clawbacks: Amended and restated policy compliant with SEC/NYSE mandates for recovery of erroneously paid incentive compensation post-restatements; legacy recoupment policy since 2015 covers cash bonuses and equity .
Investment Implications
- Pay-for-performance alignment is strong: 2024 annual bonus tied 100% to Adjusted Operating Income per share (paid 139%), and LTI split across ROIC and Relative TSR with 0–200% payout ranges; 2022–2024 PBRSUs paid at a robust 135% weighted-average on above-target ROIC, EBITDA, and CSI .
- Retention risk appears moderate: cash severance set at 1.0× salary+target bonus (less than the 1.5× plan for other executives) but substantial unvested RSU value and multi‑year PBRSU cycles create meaningful “golden handcuffs” .
- Ownership alignment: Camplone exceeds 2× salary ownership guideline ($3.52M vs $1.57M requirement) and is subject to share retention and anti‑hedging rules, reducing misalignment and hedging risk .
- No options outstanding; equity mix favors RSUs/PBRSUs, lowering risk relative to options and emphasizing multi‑year performance outcomes .
- Governance safeguards (double‑trigger CIC, clawbacks, restrictive covenants) mitigate change‑of‑control windfalls and misconduct risk while protecting shareholder interests .