Michael Manley
AUTONATIONAbout Michael Manley
Michael Manley, age 61, has served as AutoNation’s Chief Executive Officer and a director since November 2021; prior roles include CEO of Fiat Chrysler Automobiles (2018–2021) and Head of the Americas for Stellantis (Jan–Oct 2021), with prior leadership of Jeep, Ram, Asia Pacific COO, and global sales, marketing, product planning roles at FCA/DaimlerChrysler (joined 2000) . Under his tenure, 2024 net income was $692.2 million with diluted EPS of $16.92; cumulative TSR value of an initial $100 investment reached $349 in 2024, and adjusted operating income per basic share for 2024 was $29.97 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stellantis N.V. | Head of Americas; Group Executive Council member | Jan 2021 – Oct 2021 | Senior leadership of Americas region operations |
| Fiat Chrysler Automobiles N.V. (FCA) | Chief Executive Officer | Jul 2018 – Jan 2021 | Led OEM; broad oversight across FCA operations |
| FCA/DaimlerChrysler | Executive VP International Sales & Marketing; Business Development; Global Product Planning; CEO Jeep; CEO Ram; COO Asia Pacific; Global Executive Council member | 2000–2018 (roles prior to CEO) | Oversaw brand, product and regional operations |
External Roles
| Organization | Role | Years |
|---|---|---|
| Dover Corporation | Director | Current |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,300,000 | $1,300,000 | $1,300,000 |
| All Other Compensation ($) | $553,290 | $112,738 | $869,150 (incl. $106,696 personal aircraft, $45,000 vehicle allowance, relocation and tax reimbursements) |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Threshold | Target | Actual | Payout vs Target | Bonus Opportunity (% of Salary) |
|---|---|---|---|---|---|
| Adjusted Operating Income per Basic Share | $22.28 | $27.84 | $29.97 | 139% | CEO: Threshold 100%, Target 200%, Max 400% |
| Non-Equity Incentive Paid | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Amount ($) | $4,446,000 | $3,861,000 | $3,601,000 |
Long-Term Incentives (2024 grants)
| Award | Grant Date | Target Shares | Payout Range | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Time-based RSU | Mar 1, 2024 | 23,819 | N/A | 1/3 annually over 3 years | $3,620,012 |
| PBRSU – Relative TSR | Mar 1, 2024 | 7,145 | 0%–200% of target | Cliff after FY 2024–2026 performance | $3,822,896 |
| PBRSU – ROIC | Mar 1, 2024 | 7,145 | 0%–200% of target | Cliff after FY 2024–2026 performance | $2,714,971 |
Settlement of prior PBRSUs (2012–2024 cycle certified Q1’25)
| Metric (weight) | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (40%) | $3,936M | $5,248M | $5,773M | $5,487M | 123% |
| ROIC (40%) | 8.25% | 10.25% | 12.25% | 20.99% | 150% |
| Customer Satisfaction Index (20%) | 60% | 70–75% | 85% | 80.30% | 127% |
| Weighted PBRSU Payout | — | — | — | — | 135% |
Special One-Time PSU Award (Retention)
- Granted March 1, 2025: performance-based RSUs tied to aggressive stock-price targets; 5-year performance period; cliff vest with 0–134,365 shares payout (threshold 26,873 shares); forfeiture upon retirement or voluntary resignation without “good reason”; grant date fair value ≈ $15 million (ASC 718) .
Total Compensation Summary
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $7,199,903 | $8,315,079 | $10,157,879 |
| Total Compensation ($) | $13,499,193 | $13,588,817 | $15,928,029 |
Equity Ownership & Alignment
| Measure | As of/date | Amount |
|---|---|---|
| Beneficial Ownership (SEC definition) | Mar 3, 2025 | 100,845 shares; <1% of outstanding |
| Ownership Guidelines Requirement | Contractual | 5× salary = $6,500,000 |
| Ownership per Guidelines (incl. counted RSUs post-performance) | Mar 3, 2025 | 149,149 shares valued at $26,157,752 (share price $175.38) |
| Stock Ownership Guidelines (senior mgmt) | Policy | 2× salary; retain 50% of net shares until threshold met; CEO superseded by 5× contractual guideline |
| Hedging/Short Sales | Policy | Prohibited |
| Pledging | Disclosure | Not disclosed; no pledge policy disclosure identified in proxy |
Unvested awards at 12/31/2024 (selected):
- Time-based RSUs: 23,819 shares unvested; market value $4,045,419 .
- 2024–2026 PBRSUs (each shown at threshold 40%): Relative TSR 7,146; ROIC 7,146; market value $1,213,677 each .
Employment Terms
- Employment agreement dated September 9, 2021; employment commenced Nov 1, 2021; initial 3-year term auto-renewed annually; base salary $1.3 million; target annual cash incentive ≥ 200% of salary; long-term target $9,050,000 for 2024; personal use of corporate aircraft up to 70 hours/year (imputed income; no tax gross-up) .
- Severance (Good Reason or Involuntary Without Cause): lump sum 1.5× (salary + target bonus); prorated actual bonus; accelerated vesting of time-based RSUs; for performance awards, certification per actual performance for completed cycles and target for incomplete cycles .
- Illustrative severance values (as of 12/31/2024): Cash severance $5,850,000; continued vesting/acceleration of unvested RSUs valued at $23,155,816 (Good Reason/Involuntary Without Cause); death/disability RSU value $19,039,404; change-in-control acceleration $19,039,403 (assumes not continued/assumed) .
- Change-in-control: plan-level “double trigger” vesting; if awards continued/assumed, performance deemed at target and vest eligible at period end; if not assumed, accelerate (target) .
- Restrictive covenants: non-compete, non-solicit, confidentiality; breach causes forfeiture of unvested RSUs and clawback of prior 12 months’ RSU value; typical duration 1 year with geographic scope defined by agreements .
- Clawback: SEC/NYSE-compliant recoupment policy (Oct 2023) for erroneously paid incentive compensation covering current/former Section 16 officers; legacy 2015 policy retained (cash bonuses and equity) .
- Perquisites: demonstrator vehicle/vehicle allowance, executive health, limited personal use of tickets/secretarial support, relocation assistance; no tax gross-ups except business-related relocation .
Board Governance and Service
- Board Service: Director since November 2021; not independent; independent Chairman (Rick L. Burdick) and independent committee leadership structure .
- Committees: Audit (Chair David Edelson), Compensation (Chair Mike Mikan), Corporate Governance & Nominating (Chair Jacqueline Travisano); Manley does not serve on Board committees (committees are independent directors) .
- Board Activity: Five meetings and two unanimous written consents in 2024; all directors met ≥75% attendance; four independent executive sessions without management .
- Dual-role implications: Separation of Chairman and CEO roles, independent committee leadership, majority independent Board mitigate CEO-director dual role and independence concerns .
Compensation Governance
- Peer group (2024 benchmarking): AutoZone, Best Buy, CarMax, Dollar General, Dollar Tree, Gap, Genuine Parts, Kohl’s, Lithia Motors, Macy’s, Nordstrom, O’Reilly Automotive, Penske Automotive, Ross Stores, TJX Companies (no fixed target percentile used) .
- Say-on-Pay results (approval of executive pay): 2011 96%, 2014 98%, 2017 98%, 2020 98%, 2023 98%, 2024 98% .
- Most important pay-performance measures: Adjusted Operating Income per Basic Share, Relative TSR, ROIC .
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income ($mm) | $1,373 | $1,377 | $1,021 | $692 |
| Adjusted Operating Income per Basic Share | $25.26 | $35.63 | $35.44 | $29.97 |
| TSR – value of $100 investment | $240 | $221 | $309 | $349 |
Operational notes (2024):
- EPS $16.92; adjusted EPS $17.46; same-store revenue down 1% YoY; new vehicle gross profit/unit compressed; after-sales gross profit +4%; AutoNation Finance originated $1.1B loans and improved net interest margin; adjusted free cash flow $750mm (105% conversion) .
Compensation Structure Analysis
- Increased equity emphasis: 2024 target LTI for CEO raised (still below peer median), with mix of time-based RSUs (~40%) and PBRSUs (~60%) tied to ROIC and Relative TSR .
- One-time 5-year PSU tied to stock price creates meaningful retention/long-term alignment; forfeiture if CEO retires/resigns without good reason .
- Annual bonus metric moved from prior multi-metric mix to single Adjusted Operating Income per Basic Share in 2024, with negative discretion retained by Committee .
- No stock options granted to NEOs since 2016; equity awards are RSUs/PBRSUs (lower risk vs. options) .
Risk Indicators & Red Flags
- Alignment safeguards: double-trigger CIC vesting; robust clawback; prohibition on hedging/short sales; majority independent board; independent chair .
- Tax gross-ups: none except relocation; personal aircraft use disclosed as imputed income (no tax reimbursement) .
- Related party transactions: none over $100,000 since start of 2024; policy for review/approval in place .
- Insider selling pressure: forthcoming vesting of time-based RSUs over next two anniversaries and cliff vesting of 2024–2026 PBRSUs could create mechanical supply; ownership guidelines (met) reduce mandatory retention constraints, but 2025 One-Time PSU forfeiture terms materially discourage voluntary departure/sales inconsistent with performance alignment .
Director Compensation (Manley as employee-director)
- Not applicable; non-employee director compensation program covers cash retainers and annual RSUs; Manley is not a participant as an employee-director .
Say-on-Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2011 | 96% |
| 2014 | 98% |
| 2017 | 98% |
| 2020 | 98% |
| 2023 | 98% |
| 2024 | 98% |
Equity Award and Ownership Detail (CEO)
| Category | Key Details |
|---|---|
| Outstanding Unvested | 23,819 time-based RSUs (3-year pro-rata vest); 2024–2026 PBRSUs: 7,146 Relative TSR (threshold shown), 7,146 ROIC (threshold shown) |
| 2022–2024 PBRSU payout | Weighted 135% across EBITDA (123%), ROIC (150%), CSI (127%) |
| Beneficial Ownership | 100,845 shares; <1% |
| Ownership guideline status | 149,149 shares counted for guideline purposes; exceeds 5× salary requirement ($6.5mm) |
Investment Implications
- Alignment: High equity exposure, PBRSUs tied to ROIC and TSR, and 5-year price-based PSU reinforce long-term value creation; strong clawback and double-trigger CIC vesting reduce misalignment risk .
- Retention risk: Low near-term risk due to auto-renewing employment agreement, robust severance economics, and forfeiture risk on the 2025 One-Time PSU; change-in-control protections are balanced (no single-trigger) .
- Trading signals: Scheduled time-based RSU vesting and potential PBRSU settlements in early 2027 (for 2024–2026) could add supply; however, historical say-on-pay support (98%) and performance-linked structures suggest investor acceptance of pay design; enhancing visibility into future PSU price targets may be relevant for scenario analysis .
- Pay-for-performance: 2024 bonus paid at 139% on adjusted operating income per basic share, and historical PBRSUs delivered above-target payouts, indicating tangible linkage to operating/return metrics; margin compression and floorplan expense headwinds underscore importance of ROIC discipline embedded in awards .