Lisa Lutoff-Perlo
AUTONATIONAbout Lisa Lutoff-Perlo
Independent director at AutoNation since February 2020; age 67. Former President & CEO of Celebrity Cruises (2014–2023), Vice Chair, External Affairs at Royal Caribbean Group (May 2023–Apr 2024), and President & CEO of the FIFA World Cup 2026 Miami Host Committee (May–Dec 2024). Currently a director of Amerant Bancorp Inc. and Chair of the Board of Hornblower Group. Committee assignments at AN: Audit Committee member and Corporate Governance & Nominating Committee member; classified as independent under NYSE standards and AN’s Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIFA World Cup 2026 Miami Host Committee | President & CEO | May 2024 – Dec 2024 | Led host committee execution and external engagement |
| Royal Caribbean Group | Vice Chair, External Affairs | May 2023 – Apr 2024 | Senior external affairs leadership |
| Celebrity Cruises (RCL subsidiary) | President & CEO | Dec 2014 – May 2023 | Led multi‑billion cruise brand operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amerant Bancorp Inc. | Director | Current | Public company directorship |
| Hornblower Group | Chair of the Board | Current | Private company board chair |
Board Governance
- Committee assignments: Audit Committee (member) and Corporate Governance & Nominating Committee (member). Audit Committee members: David B. Edelson (Chair), Claire Bennett, Lisa Lutoff‑Perlo .
- Independence: Board determined all non‑employee directors, including Ms. Lutoff‑Perlo, are independent under NYSE and AN standards; only CEO Michael Manley is non‑independent .
- Attendance & engagement:
- Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Independent directors held 4 executive sessions in 2024 .
- All directors attended the 2024 Annual Meeting; directors are expected to attend AN’s Annual Meeting .
- Audit Committee held 6 meetings; Corporate Governance & Nominating Committee held 5 meetings in 2024 .
- Policies and safeguards:
- Prohibition on hedging and short sales for directors and employees .
- Related-party transactions policy with Board/Audit oversight; none involving related parties since the beginning of 2024 .
- High say‑on‑pay support (98% in 2024), signaling investor approval of compensation governance .
Fixed Compensation (Director)
| Component | 2024 Amount | Details |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Non‑employee director retainer |
| Committee chair fees | $0 | Not a committee chair; chair fees apply only to committee chairs |
| Equity – RSUs | $249,995 | 1,659 vested RSUs granted Jan 2, 2024; grant date FV $150.69 per share; settle in stock on first trading day of Feb in the 3rd year (deferrable); dividend equivalents accrue as additional RSUs |
| Meeting fees | — | Not disclosed/applicable |
| Expense reimbursement | Provided | For Board/committee meeting attendance |
| Deferred Compensation Plan | Eligible to defer cash retainers; no company match for directors | Under AN DCP |
Director equity plan refresh: Stockholders approved the 2024 Non‑Employee Director Equity Plan at the 2024 Annual Meeting; no new awards issued under the 2014 plan after approval .
Performance Compensation
| Item | Structure | Notes |
|---|---|---|
| Performance-based pay | None for non‑employee directors | Director RSUs are granted as vested RSUs with deferred settlement; no performance metrics apply |
| Stock options | None since 2013 for directors | No option grants to directors since 2013 |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts Noted |
|---|---|---|---|
| Amerant Bancorp Inc. | Public | Director | No interlocks or related‑party transactions disclosed by AN |
| Hornblower Group | Private | Chair of the Board | No interlocks or related‑party transactions disclosed by AN |
Expertise & Qualifications
- Senior executive operator with deep hospitality, travel, and customer experience leadership (Celebrity Cruises CEO; senior Royal Caribbean role) .
- Board‑level governance experience; active on AN’s Audit and Corporate Governance & Nominating Committees .
- Board concluded her “business operations and senior executive management experience” supports service as director .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership (AN) | 7,679 shares (2,192 common + 5,487 vested RSUs acquirable within 60 days); <1% of shares outstanding |
| RSUs held (12/31/2024) | 6,182 aggregate RSUs (director holdings) |
| Director ownership guideline | $750,000 within 5 years of Board appointment |
| Compliance status | Achieved; 7,679 shares valued at $1,346,743 as of Mar 3, 2025 (based on $175.38 close) |
| Pledging/hedging | Hedging and short sales prohibited; no pledging disclosure noted |
Governance Assessment
- Strengths: Independence; Audit and Governance committee service; attendance at or above the 75% threshold; strong ownership alignment (guideline achieved); no related‑party transactions; robust anti‑hedging policy .
- Compensation alignment: Director pay is standard market structure (cash retainer plus equity) with RSU settlement deferral and no performance risk-taking incentives; avoids options (no director options since 2013) .
- Potential watch items: Significant external leadership roles can raise time‑commitment questions; however, FIFA Miami Host Committee role ended in 2024; current roles include Amerant Bancorp and Hornblower chairmanship .
- RED FLAGS: None identified in disclosures—no related‑party transactions, no hedging/short sales, independence affirmed, and ownership guidelines met .