Rick Burdick
AUTONATIONAbout Rick L. Burdick
Rick L. Burdick, age 73, is AutoNation’s independent Chairman of the Board (since February 2021) and has served as a director since May 1991. He previously served as Lead Independent Director (December 2018–January 2021). Burdick was a partner at Akin, Gump, Strauss, Hauer & Feld, L.L.P. from 1988–2019 and is currently Chairman of the Board of CBIZ, Inc. His core credentials center on securities law, corporate governance, and advising large companies on corporate transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akin, Gump, Strauss, Hauer & Feld, L.L.P. | Partner; previously Managing Partner (International) and Chair of Global Energy Practice | 1988–2019 | Senior partner advising large companies on corporate transactions, securities law, and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBIZ, Inc. | Chairman of the Board of Directors | Not disclosed | CBIZ is a provider of integrated business services and products |
Board Governance
- Independent Chairman; separation of Chair and CEO roles viewed by the Board as enhancing risk oversight and effectiveness .
- Committee membership: Compensation Committee member; not on Audit or Corporate Governance & Nominating Committees .
- Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors held four executive sessions; all directors attended the 2024 Annual Meeting .
- Risk oversight: Audit oversees financial reporting and cybersecurity; Compensation oversees executive pay and broader compensation structures; Corporate Governance & Nominating oversees ethics and ESG policies .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual Board Retainer | $50,000 | Applies to all non-employee directors |
| Independent Chairman Retainer | $200,000 | Additional annual retainer for independent Chair |
| Committee Chair Fees | $25,000 (Audit); $15,000 (Compensation, Governance) | Chair retainers only; Burdick is not a committee chair |
| Expense Reimbursement | N/A | For Board/committee meeting attendance |
| 2024 Director Pay (Rick L. Burdick) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 250,000 |
| Stock Awards (Grant-date fair value) | 249,995 |
| Total | 499,995 |
Performance Compensation
| Equity Award Detail | Value / Terms |
|---|---|
| RSU Grant Date | Jan 2, 2024 |
| RSUs Granted (2024 annual award) | 1,659 (calculated from $250,000 ÷ closing price) |
| Grant-Date Fair Value per RSU | $150.69 (closing price on Jan 2, 2024) |
| Grant-Date Fair Value (Rick L. Burdick) | $249,995 |
| Vesting/Settlement | Granted as vested RSUs; settlement on first trading day of February in the third year following grant (unless deferred or accelerated per plan terms) |
| Outstanding RSUs (as of 12/31/2024) | 19,727 |
- No director stock options have been granted since 2013 .
- No performance-based metrics (e.g., TSR or EBITDA) apply to director equity; awards are time-based RSUs intended to align with shareholders .
Other Directorships & Interlocks
| Company | Role | Sector/Description | Potential Interlock/Conflict |
|---|---|---|---|
| CBIZ, Inc. | Chairman of the Board | Provider of integrated business services and products | AutoNation discloses no related party transactions since the beginning of 2024; no CBIZ-related transactions disclosed |
Expertise & Qualifications
- Senior partner experience in international law with extensive advisory work on corporate transactions, securities law, and corporate governance .
- Long-tenured AutoNation board experience and prior Lead Independent Director role .
- External chairmanship (CBIZ) providing board leadership exposure and cross-industry perspective .
Equity Ownership
| Beneficial Ownership Detail (as of Mar 3, 2025) | Amount |
|---|---|
| Shares of Common Stock Owned | 44,492 (includes LP controlled by Burdick and spouse) |
| Shares Acquirable Within 60 Days | 21,224 (vested RSUs) |
| Total Beneficially Owned | 65,716 |
| Percent of Outstanding | <1% (based on 39,246,965 shares outstanding) |
| Shares Outstanding (reference) | 39,246,965 |
| Stock Ownership Guidelines (Directors) | Status |
|---|---|
| Requirement | Hold ≥ $750,000 in AN stock within 5 years of appointment |
| Rick L. Burdick Shares Held | 65,716 |
| Fair Market Value of Shares Held | $11,525,272 (priced at $175.38 on Mar 3, 2025) |
| Progress Toward Guidelines | Achieved |
- Prohibition on hedging and short sales for directors and employees .
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) Compliance (2023 proxy) | All timely except one late Form 4 for a different officer; no issues flagged for Burdick |
| Director Options Policy | No director stock options granted since 2013 |
| Hedging/Short Sales | Prohibited for directors and employees |
Note: We attempted to retrieve Form 4 transactions programmatically but encountered an access error; the proxy does not list specific trades. Use EDGAR for the latest Form 4 filings.
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Committee Composition (2024) | G. Mike Mikan (Chair), Rick L. Burdick, Norman K. Jenkins |
| Meetings | 4 meetings held during 2024 |
| Responsibilities | Oversees executive compensation; reviews director pay; sets performance goals; administers equity plans |
| Consultant | Meridian Compensation Partners, LLC; engaged since Oct 2019; independence assessed; no conflicts; no other services provided |
Say-on-Pay & Shareholder Feedback
| Year | Approval % (Advisory Vote) |
|---|---|
| 2011 | >96% |
| 2014 | 98% |
| 2017 | 98% |
| 2020 | 98% |
| 2023 | 98% |
| 2024 | 98% |
- Clawback: Amended and Restated Recoupment Policy adopted in October 2023 per SEC/NYSE mandates; covers erroneously paid incentive comp for Section 16 officers; retains pre-2015 recoupment for cash and equity awards .
Governance Assessment
-
Strengths:
- Independent Chair with separation from CEO enhances oversight; robust committee structure and charter compliance .
- High shareholder support on say-on-pay and enforceable clawback policy indicate investor-aligned compensation governance .
- Strong ownership alignment: $11.5M in AN equity; guideline achieved; RSU deferral to third year supports long-term horizon .
- No related party transactions since 2024; explicit prohibition on hedging/short sales reduces misalignment risk .
-
Considerations/RED FLAGS:
- Very long tenure (since 1991) can raise entrenchment concerns despite independence and engagement .
- Multiple external commitments (CBIZ Chair) could pose time-allocation scrutiny, though no conflicts are disclosed .
- Director equity is time-based RSUs (not performance-conditioned); however, settlement deferral and ownership guidelines partly mitigate risk .