Mike Mikan
AUTONATIONAbout Mike Mikan
G. Mike Mikan, age 53, has served as an independent director of AutoNation since March 2013 and is Chair of the Board’s Compensation Committee. He is currently Vice Chairman and President of NeueHealth, Inc. (formerly Bright Health Group) and became its CEO in April 2020; previously he served as Interim CEO of Best Buy and held senior roles at UnitedHealth Group, including EVP & CFO and CEO of Optum. The Board has affirmatively determined he is independent under NYSE standards; the Board held five meetings in 2024, each director attended at least 75% of Board/committee meetings, independent directors held four executive sessions, and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Executive Vice President & CFO; CEO of Optum | 1998–2012 (various roles) | Led finance and operations; Optum leadership |
| Best Buy Co., Inc. | Interim Chief Executive Officer | Apr 2012–Sep 2012 | Oversaw transition period |
| ESL Investments, Inc. | President | Jan 2013–Dec 2014 | Capital allocation and investment leadership |
| Shot-Rock Capital, LLC | Chairman & CEO | Jan 2015–Dec 2018 | Private investment management leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| NeueHealth, Inc. (Bright Health Group) | Vice Chairman & President; Chief Executive Officer | Vice Chair/President since Jan 2019; CEO since Apr 2020 (current) | Consumer-focused health insurance and services |
| Princeton Everest Fund | Director | 2014–Feb 2023 | Fund directorship |
| Ellington Income Opportunities Fund | Trustee | 2018–Feb 2023 | Fund trusteeship |
Board Governance
- Committee assignments: Chair, Compensation Committee (comp members: Mikan, Burdick, Jenkins; 4 meetings in 2024); the Board’s committees are fully independent per NYSE standards .
- Board effectiveness signals: Independent Chairman (Rick Burdick); majority independent board; majority voting with resignation policy; proxy access; prohibition on hedging/short sales; stockholders holding ≥25% can call special meetings .
- Attendance/engagement: Board met 5 times in 2024; each director attended ≥75% of Board/committee meetings; independent directors held 4 executive sessions; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Board annual retainer (cash) | $50,000 | Non-employee director retainer |
| Compensation Committee Chair fee (cash) | $15,000 | Chair of Compensation Committee |
| Fees earned/paid in cash (total) | $65,000 | Summation of cash fees |
| RSU grant (units) | 1,659 | Granted Jan 2, 2024 under 2014 Director Plan |
| RSU grant date closing price | $150.69 | Used to compute grant-date fair value |
| Stock awards (grant-date fair value) | $249,995 | Fixed-value RSU grant ($250k) |
| Total director compensation (2024) | $314,995 | Cash + stock awards |
- RSU mechanics: “Vested” RSUs settle in shares on the first trading day of February in the third year following grant (unless deferred); dividend equivalents accrue as additional RSUs; settlement accelerated in certain circumstances .
- Outstanding director RSUs held (12/31/2024): 9,853 units .
Performance Compensation
AutoNation’s director pay is primarily fixed cash and fixed-dollar RSUs (no director performance equity). As Compensation Committee Chair, Mikan oversees executive pay programs tied to rigorous performance metrics:
| 2024 Annual Incentive Metric | Target | Actual | Payout Relative to Target |
|---|---|---|---|
| Adjusted Operating Income Per Basic Share | $27.84 | $29.97 | 139% |
| 2022–2024 PBRSU Outcome | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (3-year cumulative, $mm) | $3,936 | $5,248 | $5,773 | $5,487 | 123% |
| ROIC (3-year average, %) | 8.25% | 10.25% | 12.25% | 20.99% | 150% |
| CSI (3-year average, %) | 60% | 70–75% | 85% | 80.30% | 127% |
- 2024–2026 PBRSUs: Two tranches (each ~30% of LT award) tied to Relative TSR versus a peer group and ROIC; cliff-vest after 3 years with 0–200% payout (threshold 40%) .
- Consultant independence: Meridian Compensation Partners engaged since 2019; independence affirmed; no other services provided .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Mikan beyond AutoNation |
| Investor interlocks (monitoring item) | Mikan was President of ESL Investments (2013–2014), and ESL Entities held ~7.1% of AutoNation as of Feb 18, 2025; Board deems Mikan independent under NYSE standards |
| Related-party transactions | None involving directors/5% holders since the beginning of 2024 |
Expertise & Qualifications
- Senior operating and financial leadership: CEO of NeueHealth/Bright Health Group; former EVP & CFO of UnitedHealth; Optum CEO; Interim CEO of Best Buy .
- Capital allocation/investment background: Private investment leadership (Shot-Rock Capital) and prior President of ESL Investments .
- Governance experience: Long-tenured AutoNation director and Compensation Committee Chair .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares of common stock owned | 29,732 | Includes 14,259 shares held by a family trust; Mikan is trustee |
| RSUs acquirable within 60 days | 5,487 | Vested RSUs counted toward beneficial ownership |
| Total beneficial ownership | 35,219 | Less than 1% of shares outstanding |
| Aggregate RSUs held (12/31/2024) | 9,853 | Director RSU holdings |
| Ownership guideline status | Achieved | Director guideline: $750,000 by 5th anniversary; Mikan holds 35,219 shares valued at $6,176,708 at $175.38 as of Mar 3, 2025 |
Governance Assessment
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Strengths:
- Independent Chair; majority-independent board; robust shareholder rights (proxy access, majority voting); prohibition on hedging/short sales .
- Compensation governance rigor: clear annual and long-term performance metrics (Adjusted Operating Income/Basic Share; Relative TSR; ROIC); strong alignment demonstrated by 2024 payout calibration and PBRSU outcomes .
- Clawback policy compliant with SEC/NYSE; extends prior 2015 recoupment for cash and equity; applies to Section 16 officers .
- High say‑on‑pay support: 98% approval in 2024 (and ≥96%+ in prior cycles), indicating shareholder confidence in pay program overseen by the committee .
- Consultant independence (Meridian); committee independence affirmed .
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Monitoring items and potential conflicts:
- Historical ESL association: Mikan’s prior role at ESL (2013–2014) plus ESL’s current 7.1% stake could be perceived as an interlock; Board independence determination and no related‑party transactions disclosed since 2024 mitigate this risk .
- Director equity is fixed-value RSUs that vest at grant with deferred settlement; while aligned via ownership guidelines (achieved by Mikan), lack of performance conditioning on director equity should be balanced by committee leadership accountability on executive performance pay .
-
Additional signals:
- Attendance/engagement: ≥75% meeting attendance; 4 executive sessions; all directors attended the 2024 Annual Meeting .
- No tax gross‑ups for directors; limited perquisites targeted to executives (not directors) .
- No director stock options since 2013; director equity plan updated in 2024 with shareholder approval .
Compensation Peer Group (for executive pay benchmarking overseen by Compensation Committee)
| Peer Group (2024) |
|---|
| AutoZone; Best Buy; CarMax; Dollar General; Dollar Tree; The Gap; Genuine Parts; Kohl’s; Lithia Motors; Macy’s; Nordstrom; O’Reilly; Penske Automotive; Ross Stores; TJX |