Norman Jenkins
AUTONATIONAbout Norman K. Jenkins
Norman K. Jenkins, age 62, has served as an independent director of AutoNation since December 2020. He is President and CEO of Capstone Development, which he founded in 2009, following 16 years in senior executive roles at Marriott International and five years at McDonald’s in finance and operations. Jenkins currently serves on AutoNation’s Compensation Committee; the Board has affirmatively determined he is independent under NYSE standards. In 2024, each director attended at least 75% of board/committee meetings, and all directors attended the 2024 Annual Meeting; the Board held five meetings and four independent executive sessions in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capstone Development | President & CEO | Founded 2009; ongoing | Real estate development and acquisitions; hospitality P3 expertise |
| Marriott International | Senior executive and corporate officer; roles include SVP North American Lodging Development; VP & CFO Ramada International; VP Owner & Franchise Services; Acquisition Executive | 16 years | Development, finance, and franchise support leadership |
| McDonald’s Corporation | Finance and operations roles | 5 years | Financial/operational experience in global consumer sector |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Urban Edge Properties | Lead Trustee | Current | Public company REIT board leadership |
| RE/MAX Holdings, Inc. | Director | Current | Public company director; real estate/franchise sector |
| Duke Realty | Director | Prior | Board service until acquisition by Prologis in 2022 |
| New Senior Investment Group | Director | Prior | Board service until acquisition by Ventas in 2021 |
| Washington DC Developer Roundtable | Member | Current | Industry network participation |
| Suburban Hospital Board of Trustees | Trustee | Former | Non-profit governance experience |
| Howard University Board of Trustees | Trustee | Former | Academic board governance experience |
Board Governance
- Committee assignments: Compensation Committee member (Chair: G. Mike Mikan). Other committee chairs: Audit—David B. Edelson; Corporate Governance & Nominating—Jacqueline A. Travisano .
- Independence: Board determined all non-employee directors (including Jenkins) are independent under NYSE standards and company Guidelines; Compensation Committee members meet independence, “non-employee director,” and “outside director” criteria .
- Engagement: Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors held 4 executive sessions; Audit (6 meetings), Compensation (4), Corporate Governance & Nominating (5) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 50,000 | 249,995 | 299,995 |
Director cash fees are paid as retainers; equity is granted annually. The 2024 equity comprised the majority of Jenkins’s total director compensation .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Fair Value per Share ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Jan 2, 2024 | RSUs (vested) | 1,659 | 150.69 | 249,995 | Vested RSUs granted under 2014 Director Plan |
- Options: “We have not granted stock options to our directors since 2013.”
- Performance metrics: The director equity grants are vested RSUs and not conditioned on performance; no director performance metrics disclosed .
Other Directorships & Interlocks
| Company | Relationship to AN | Potential Interlock |
|---|---|---|
| Urban Edge Properties; RE/MAX Holdings | No disclosed supplier/customer tie to AutoNation | None disclosed; Board affirmed independence |
| Related party transactions | Company policy requires disinterested Board/Audit approvals; no related party transactions since start of 2024 | No related-party exposure disclosed for directors (including Jenkins) |
Expertise & Qualifications
- Real estate and hospitality development leadership (Capstone; Marriott), capital allocation and franchise operations experience, and public REIT/franchise board governance .
- Skills aligned to AutoNation’s strategic oversight in real estate footprint and customer experience; independence and Compensation Committee service augment governance quality .
Equity Ownership
| As-of Date | Shares Directly Owned | Shares Acquirable Within 60 Days | Total Beneficially Owned | % Outstanding | Shares Outstanding |
|---|---|---|---|---|---|
| Mar 3, 2025 | 3,671 | 7,679 (vested RSUs) | 11,350 | <1% | 39,246,965 |
Director Stock Ownership Guidelines and Status:
- Guideline: Hold ≥ $750,000 in company stock within five years of board appointment .
- Jenkins holdings: 11,350 shares with fair market value $1,990,563 (based on $175.38 closing price on Mar 3, 2025); status Achieved .
Outstanding Equity Awards (Directors, 12/31/2024):
- RSUs held by Jenkins: 9,853 .
Insider Trades (Section 16)
| Trade Date | Form | Type | Shares | Ownership After | Source |
|---|---|---|---|---|---|
| Jan 2, 2025 | Form 4 | Grant/Acquisition (Common Stock/RSUs) | 1,497 | 11,350 | https://trendlyne.com/us/equity/insider-trading/all/AN/1402856/autonation-inc/ |
| Jan 4, 2024 (trade date Jan 2) | Form 4 | Grant/Acquisition | 1,659 | 9,853 | https://www.benzinga.com/sec/insider-trades/0001712525/norman-k-jenkins |
| Jan 5, 2023 (trade date Jan 3) | Form 4 | Grant/Acquisition | 2,330 | 8,190 | https://www.benzinga.com/sec/insider-trades/0001712525/norman-k-jenkins |
| Sept 23, 2021 (trade date Sept 21) | Form 4 | Disposition | 27,000 | — | https://www.benzinga.com/sec/insider-trades/0001712525/norman-k-jenkins |
| Index summary (latest) | — | Grant | 1,497 | 11,350 | https://www.insiderinsights.com/company/an/autonation |
Note: Beneficial ownership in the proxy includes vested RSUs; the “acquirable within 60 days” count reflects units that settle into common shares within the stated window .
Governance Assessment
- Independence and committee service: Jenkins is independent and serves on the Compensation Committee, which met four times in 2024; the Board reaffirmed Compensation Committee member independence and qualifications .
- Engagement: Board/committee attendance thresholds met; directors attended the Annual Meeting; independent directors held regular executive sessions—positive signal for oversight rigor .
- Ownership alignment: Jenkins has achieved the $750,000 ownership guideline well ahead of the fifth anniversary, with $1.99M of holdings as of Mar 3, 2025—strong alignment with shareholders .
- Compensation structure: Director pay is predominantly equity via vested RSUs with no options since 2013; cash retainer modest relative to equity—typical governance-friendly mix for alignment .
- Consultant independence: The Compensation Committee’s advisor (Meridian) provided no other services and was assessed independent with no conflicts—reducing compensation governance risk .
- Related-party and conflicts: No related party transactions since the beginning of 2024; Board independence affirmed. Jenkins’s leadership at a private real estate firm (Capstone) and roles at REIT/franchise companies present theoretical conflict vectors, but no AutoNation-related transactions are disclosed—monitor but no current red flags .
RED FLAGS: None disclosed regarding pledging/hedging, option repricing, tax gross-ups, or low say-on-pay in the materials reviewed. Continue monitoring for any related-party real estate transactions involving Capstone or board interlocks that could affect independence .