Thomas Szlosek
AUTONATIONAbout Thomas Szlosek
Thomas A. Szlosek is Executive Vice President and Chief Financial Officer of AutoNation (joined August 7, 2023; age 59). He previously served as CFO at Avantor (2018–2023) and Honeywell (2014–2018), and is a Certified Public Accountant with a B.S. in Accounting from SUNY Geneseo . In his first full year of tenure (FY2024), AutoNation reported net income of $692.2M (down from $1.0B in 2023) amid margin normalization and the CDK outage; cumulative TSR for 2024 equated to $349 on a $100 base, up from $309 in 2023 . Executive pay programs under his oversight emphasize adjusted operating income per basic share, Relative TSR, and ROIC, with 2024 annual bonus paying at 139% of target on above-target performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AutoNation | EVP & Chief Financial Officer | Aug 2023–Present | Oversees Accounting, Treasury, Tax, Audit, FP&A, IR, Finance Ops, Risk, and Real Estate; supports performance/return metrics embedded in incentives . |
| Avantor, Inc. | EVP & Chief Financial Officer | Dec 2018–Aug 2023 | Led multi-industry finance org (Accounting, FP&A, Treasury, IR, Internal Audit, Tax); growth and shareholder returns cited by AutoNation . |
| Honeywell International | Senior Vice President & Chief Financial Officer | Apr 2014–Aug 2018 | Executed ~$8B in acquisitions; senior finance leadership at Fortune 100 scale . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RXO Inc. | Director; Audit/Finance committee service | Current | Current public board service (transport/logistics) . |
| Janus International Group | Director | Prior | Prior public board service . |
| Seagate Technology | Director; Audit & Finance Committee | Appointed Aug 23, 2025 | Adds technology/storage industry oversight experience . |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Base salary | $825,000 | Set in offer; no 2024 base increase . |
| Perquisites/other | $102,743 | 2024 detail: relocation reimbursement ($40,288), tax reimbursement on relocation ($26,139), demonstrator vehicle ($22,064), DCP match ($8,625), group term life premiums ($5,627) . |
| Deferred comp (DCP) | Exec deferral $165,000; Company match $8,625; earnings $11,264; YE balance $184,889 | 2024 plan mechanics and vesting; company match vests over three years . |
Performance Compensation
- Annual Incentive (2024)
- Plan metric: Adjusted operating income per basic share (100% weighting). Payout schedule and result below .
- Bonus opportunity: Threshold 50% of salary; Target 100%; Max 200% .
- Actual payout: 139% of target; paid $1,142,625 for 2024 .
| Metric (2024) | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted operating income per basic share | $22.28 | $27.84 | $44.55 | $29.97 | 139% |
- Long-Term Incentive (2024 grants; grant date March 1, 2024)
- Structure: 40% time-based RSUs; 30% PBRSUs (Relative TSR); 30% PBRSUs (ROIC) .
- Performance period: FY2024–FY2026; PBRSUs cliff vest with 40%–200% payout range; time-based vest one-third annually over three years .
- 2024 grant detail:
| Award type | Grant date | Target shares/value | Vesting/performance | Notes |
|---|---|---|---|---|
| Time-based RSUs | 3/1/2024 | 6,579 RSUs; $999,876 grant date FV | 1/3 annually on each of first three anniversaries of March 1, 2024 | 40% of LTI mix . |
| PBRSUs – ROIC | 3/1/2024 | 1,974 target RSUs; $750,021 FV | 3-year (2024–2026); 40%–200% payout; cliff vest | 30% of LTI mix . |
| PBRSUs – Relative TSR | 3/1/2024 | 1,974 target RSUs; $1,056,090 FV | 3-year (2024–2026); 40%–200% payout; cliff vest | 30% of LTI mix . |
- Sign-on awards (2023)
- Cash: $1,000,000 paid in two equal installments (Aug 2023 and Aug 2024), subject to clawback if departure before 2 years (prorated) .
- Equity: $1.5M time-based RSUs (1/3 per year over 3 years) and $1.0M PBRSUs (3-year performance) granted Aug 7, 2023 .
- Outstanding from sign-on (as of 12/31/2024): 6,388 unvested time-based RSUs; PBRSUs (two tranches shown at plan reporting baselines/max for disclosure) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (3/3/2025) | 4,688 shares; less than 1% of outstanding . |
| Stock ownership guideline | 2x base salary; requirement $1,650,000; compliance expected within 5 years of becoming a covered officer . |
| Status vs guideline (3/3/2025) | $822,181 of holdings vs $1,650,000 requirement; time remaining to comply . |
| Hedging/short sales | Prohibited for directors and employees . |
| Pledging | No specific pledging allowance disclosed; proxy highlights hedging prohibition; no pledging disclosure for Szlosek . |
| Upcoming vesting/supply overhang | Time-based RSUs vest one-third annually on each of the first three anniversaries of grant dates (Aug 7, 2023 and Mar 1, 2024). PBRSUs cliff vest after FY2026 subject to performance, 40%–200% payout range . |
Outstanding equity awards (as of 12/31/2024):
- Time-based RSUs: 6,579 (3/1/2024) and 6,388 (8/7/2023) unvested .
- PBRSUs: 1,974 target each for 2024 ROIC and Relative TSR (reported at threshold baseline); 6,390 and 6,388 for 2023 PBRSUs disclosed at plan max basis for table presentation; 2024 PBRSUs will be determined after 3-year performance period .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | No standalone employment agreement disclosed for Szlosek; terms via offer letter and company plans . |
| Annual incentive target | 100% of base salary . |
| Severance (non-CIC) | Executive Severance Plan: 1.5x (salary + target bonus) paid over 18 months; pro-rata actual bonus; COBRA cost gross-up for 18 months; restrictive covenants and release required . |
| Potential severance illustration | As of 12/31/2024: $2,506,732 cash severance under plan triggers; RSU treatment per death/disability/CIC scenarios below . |
| Change-in-control (CIC) equity | Double-trigger vesting if awards are assumed; performance deemed at target for ongoing cycles; if not assumed, immediate vesting at target . |
| Non-compete / non-solicit | Offer contingent on signing confidentiality, no-solicit/no-hire, non-compete, and arbitration agreements . |
| Clawback policy | Recoupment policy (Oct 2023) aligns with SEC/NYSE: mandatory recovery of erroneously paid incentive comp for current/former Section 16 officers; pre-existing recoupment also retained . |
| Perquisites | Executive vehicle allowance/demonstrator; relocation assistance under policy; executive health; no tax gross-ups except business-related relocation (CFO received relocation tax reimbursement) . |
| Stock ownership guidelines | 2x salary within 5 years; hold-50% of net shares until met . |
Performance & Track Record
Company performance context during Szlosek’s tenure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 25,516,800,000 | 25,499,600,000 | 25,382,700,000 |
| EBITDA ($) | 2,247,700,000* | 1,882,400,000* | 1,565,200,000* |
| Net Income ($) | 1,377,400,000 | 1,021,100,000 | 692,200,000 |
Values retrieved from S&P Global for cells marked with an asterisk (*).
- 2024 narrative drivers: moderation in new/used PVR, higher floorplan interest (rates, inventory), and operational disruption from CDK outage (estimated EPS impact ~$1.75) offset partly by parts/service strength .
- Pay-versus-performance indicators (company-wide): Cumulative TSR grew to $349 in 2024 from $309 in 2023; net income declined to $692M (2024) from $1,021M (2023) .
- Incentive alignment: 2024 annual bonus plan paid 139% vs target on above-target adjusted operating income per basic share ($29.97 actual vs $27.84 target), reinforcing pay-for-performance design .
Compensation Structure Analysis
- Mix and trajectory: For 2024, Szlosek’s total compensation was $5.38M, comprising salary ($0.83M), stock awards ($2.81M), non-equity incentive ($1.14M), and other comp ($0.10M). 2023 was $4.15M with partial-year salary and prorated bonus; 2024 reflects full-year at-risk pay and second sign-on installment, increasing equity continuity and performance leverage .
- Incentive metrics: Annual plan uses a single, capital-sensitive earnings measure (adjusted operating income per basic share), with explicit capital charge for buybacks; LTI emphasizes Relative TSR and ROIC, balancing market-relative and capital efficiency outcomes .
- Options/repricing risk: No stock options granted to NEOs since 2016; no option repricing disclosed .
- Clawbacks and risk: Robust recoupment policy; compensation risk assessment indicated programs are not likely to cause material adverse risk-taking .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-Pay support: Executive compensation approved by 98% of votes cast at 2024 Annual Meeting (consistent with historical strong support) .
- Peer group (2024): AutoZone, Best Buy, CarMax, Dollar General, Dollar Tree, The Gap, Genuine Parts, Kohl’s, Lithia Motors, Macy’s, Nordstrom, O’Reilly Automotive, Penske Automotive, Ross Stores, TJX .
- Consultant: Meridian Compensation Partners engaged as independent advisor; no conflicts; informs design and market positioning .
Employment Terms Detail (Potential Payments)
| Scenario (as of 12/31/2024) | Cash Severance | Equity treatment |
|---|---|---|
| Voluntary termination for good reason (Severance Plan) | $2,506,732 | As per plan; equity continues/accelerates under death/disability/CIC conditions (see plan) . |
| Involuntary termination without cause | $2,506,732 | Same as above . |
| Death or disability | — | RSUs accelerate (time-based) and PBRSUs continue subject to actual performance . |
| Change in control (not assumed) | — | Unvested RSUs vest immediately at target (performance) . |
Expertise & Qualifications
- CPA; B.S. Accounting (SUNY Geneseo) .
- Fortune 500 finance leadership (Honeywell CFO; Avantor CFO); M&A execution experience (~$8B acquisitions at Honeywell) .
- Public board experience in logistics/industrial sectors (RXO; Janus) and technology/storage (Seagate) .
Investment Implications
- Alignment: Strong pay-for-performance design (139% annual payout only when above target; heavy LTI weighting with Relative TSR and ROIC) and robust clawback reduce agency risk .
- Retention: Competitive fixed pay, sizable ongoing LTI with multi-year vesting, and standard 1.5x severance reduce near-term attrition risk; however, he remains in the guideline build period (ownership at ~$0.82M vs $1.65M requirement) which should encourage continued share retention over the next several years .
- Selling pressure: Time-based RSU vestings on anniversary dates (Aug 7 and Mar 1) and potential 2024–2026 PBRSU settlement post-FY2026 could create periodic liquidity events; company hedging/short-sale prohibitions persist, and no pledging disclosure for Szlosek .
- Execution risk: FY2024 results reflect sector normalization and a specific CDK outage impact (~$1.75 EPS hit), but incentive frameworks charge capital and tie pay to ROIC and TSR, aligning with shareholder value creation in a more competitive margin environment .
Note: Where indicated by an asterisk in the performance table, values were retrieved from S&P Global.