Robert Grusky
AUTONATIONAbout Robert R. Grusky
Independent director at AutoNation since June 2006; age 67. Founder and Managing Member of Hope Capital Management (since 2000), co‑founder of New Mountain Capital with prior roles as Principal/Managing Director (2000–2005), Senior Advisor (through 2019), and member of the Executive Leadership Council thereafter; earlier President of RSL Investments (1998–2000) and roles in Goldman Sachs M&A/Principal Investment Area. Serves as a director of Strategic Education, Inc. The Board cites his investment management, private equity, and investment banking experience as qualifications for directorship.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hope Capital Management, LLC | Founder; Managing Member | Founded 2000; current | Investment management experience applicable to capital allocation and governance |
| New Mountain Capital, LLC | Co‑founder; Principal/Managing Director/Member (2000–2005); Senior Advisor (through 2019); Exec Leadership Council (since 2019) | 2000–present (various capacities) | Private/public equity expertise; long-term value orientation |
| RSL Investments Corporation | President | 1998–2000 | Oversight of primary investment vehicle for Ronald S. Lauder |
| Goldman Sachs & Co. | Various roles in M&A and Principal Investment Area | Pre‑1998 | Transactional and principal investing background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Education, Inc. | Director | Not disclosed | Education services company; current public company directorship |
Board Governance
- Committee memberships: Corporate Governance & Nominating Committee member; not on Audit or Compensation. Committee chairs: Audit—David B. Edelson; Compensation—G. Mike Mikan; Corporate Governance & Nominating—Jacqueline A. Travisano.
- Independence: Board affirmatively determined all non‑employee directors (including Grusky) were independent under NYSE standards and Company Guidelines.
- Attendance: Board held 5 meetings and took 2 actions by unanimous written consent in 2024; each director attended at least 75% of Board and applicable committee meetings and attended the 2024 Annual Meeting; independent directors held 4 executive sessions.
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Chair Fees (if applicable) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $50,000 | None (not a chair) | Expense reimbursement only | Program unchanged vs 2023; independent Chairman retainer $200,000, Audit Chair $25,000, Comp/CGN Chairs $15,000 (context) |
- Deferred Compensation: Eligible to defer all or a portion of annual and committee retainers under AutoNation’s Deferred Compensation Plan; no Company match.
Performance Compensation
| Year | Equity Grant Type | Grant Date | Shares Granted | Grant‑Date Fair Value per Share | Total Grant‑Date Fair Value | Vesting/Settlement | Dividend Equivalents | Performance Metrics |
|---|---|---|---|---|---|---|---|---|
| 2024 | Vested RSUs | Jan 2, 2024 | 1,659 | $150.69 | $249,995 | RSUs settle in stock on first trading day of February in the third year after grant unless deferred; accelerated in certain circumstances | Additional RSUs credited for dividends; same terms/vesting as original award | None disclosed for directors (awards are vested RSUs) |
- Director Equity Plan: 2014 Director Plan discontinued upon stockholder approval of 2024 Non‑Employee Director Equity Plan at April 24, 2024 Annual Meeting.
Other Directorships & Interlocks
| Company | Relationship to AN | Potential Interlock/Conflict |
|---|---|---|
| Strategic Education, Inc. | Unrelated industry | No related‑party transactions disclosed involving Grusky; Company policy requires approval/review thresholds; none >$100k since start of 2024. |
- Related‑party policy: Disinterested Board must approve >$500k transactions; Audit Committee approves $100k–$500k; none with material interest since 2024.
Expertise & Qualifications
- Investment management and private equity leadership (Hope Capital; New Mountain Capital).
- Investment banking and principal investing experience (Goldman Sachs M&A/PIA).
- Public company board experience (Strategic Education).
- Independence affirmed under NYSE standards; service on Corporate Governance & Nominating Committee aligns with governance oversight.
Equity Ownership
| As of | Shares Owned | Shares Acquirable Within 60 Days (vested RSUs) | Total Beneficially Owned | Percent of Shares Outstanding | RSUs Held (Outstanding) | Shares Outstanding Reference | Fair Market Value of Shares Held | Ownership Guideline Status |
|---|---|---|---|---|---|---|---|---|
| Mar 4, 2024 | 36,092 | 9,853 | 45,945 | <1% (based on 41,684,578 outstanding) | 8,194 (12/31/2023) | 41,684,578 | $6,792,968 (at $147.85) | Achieved ($750,000 minimum) |
| Mar 3, 2025 | 39,509 | 6,583 | 46,092 | <1% (based on 39,246,965 outstanding) | 9,853 (12/31/2024) | 39,246,965 | $8,083,615 (at $175.38) | Achieved ($750,000 minimum) |
- Hedging/short sales: Prohibited for directors; reinforces alignment.
- Pledging: No pledging disclosure noted; beneficial ownership tables do not indicate pledged shares.
Governance Assessment
- Positives: Long tenure and deep capital markets/PE background; independence affirmed; active committee engagement (Corporate Governance & Nominating); strong ownership alignment—exceeds $750,000 guideline; consistent attendance (≥75%) and participation in annual meeting; director equity is time‑based RSUs with deferred settlement, reducing short‑termism risk.
- Compensation structure: Balanced cash retainer and equity ($50k cash; ~$250k RSUs) with no option grants since 2013; RSUs vested at grant but settlement deferred ~3 years; ability to defer retainers; no DCP match.
- Conflicts/Red flags: No related‑party transactions since 2024; hedging/short sales prohibited; no director options granted since 2013 (reduces repricing risk); no pledging disclosed.