AutoNation (AN)

Base Salary

 

At the beginning of each fiscal year, the Committee reviews and, as appropriate, adjusts the base salaries for AutoNation’s executive officers. The factors that we consider in setting salaries include the scope of job responsibilities, individual contributions to AutoNation’s success, company-wide performance and market compensation based on compensation paid to similarly positioned executives in comparable companies.

 

Incentive Bonus

 

A core component of our compensation program is the AutoNation Operating Performance Plan (the “AOP”), the annual bonus program in which bonus-eligible corporate-level employees participate. The AOP is designed to incentivize management to improve our operating performance and to use capital to generate high returns. We structured the AOP for 2005 to reward participants upon the achievement of specified levels of operating income per share (75% weight) and operating income as a percentage of gross profit (25% weight). Bonus awards under the AOP for 2005 were payable on a sliding scale based on AutoNation’s actual achievement relative to the predetermined goals, with the possibility that bonuses earned may exceed or be less than the targeted level. In calculating the level of AutoNation’s performance under the AOP, we adjust operating income per share to reflect a capital charge for acquisitions and the repurchase of shares of the company’s common stock, as well as to exclude the effect of certain extraordinary or one-time items. The capital charge is designed to encourage the productive use of capital and discourage unproductive uses of capital. The operating income as a percentage of gross profit metric is designed to incentivize management to increase variability in the company’s expense structure and to maximize the productivity of the company’s operations so that bottom-line profitability and stockholder value are maximized.

 

In accordance with the terms and objectives of the AOP, we established an incentive bonus program for 2005 for AutoNation’s senior executive officers under the AutoNation, Inc. Senior Executive Incentive Bonus Plan (the “Plan”), which was approved by stockholders in 2002. For 2005, we selected Mike Jackson, Chairman and Chief Executive Officer, Michael E. Maroone, Director, President and Chief Operating Officer, Craig T. Monaghan, Executive Vice President and Chief Financial Officer, and Jonathan P. Ferrando, Executive Vice President, General Counsel and Secretary, to participate in the Plan. Under the terms of the Plan, the Subcommittee sets specific annual performance goals (while actual performance relative to the target remains substantially uncertain within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended) and establishes an objective formula for calculating the amount of the target awards for participants. The Subcommittee has absolute “negative discretion” to eliminate or reduce the amount of any award under the Plan. The target incentive award percentages assigned to our executive officers are set forth below.

 

 

The performance goals that we established for 2005 under the Plan for the executives named above were the same as we established for 2005 under the AOP for all corporate participants — operating income per share (75% weight) and operating income as a percentage of gross profit (25% weight) — which we believe assures that all AutoNation employees are appropriately aligned to achieve the company’s objectives. One hundred percent of the final bonus determination for each participant in the Plan is based upon achievement against the predetermined performance goals. After the end of the year, the Subcommittee calculated the level of AutoNation’s actual performance against the goals set for 2005 (after reflecting the capital charges and other adjustments noted above) and made corresponding bonus awards to Messrs. Jackson, Maroone, Monaghan and Ferrando under the Plan and to other corporate-level employees under the AOP. Based on the company’s performance, bonus awards under the Plan and the AOP were paid at approximately 86% of the targeted levels. Actual payouts for our executive officers for 2005 are shown in the Summary Compensation Table on page 22. The Plan was the only bonus program in which the company’s senior executive officers named above participated in 2005. We believe that the AOP plan has been

effective in driving appropriate capital allocation decisions and focusing management on improving operating performance and efficiency.

 

Stock Options

 

In order to align the long-term interests of management and the company’s stockholders, we award stock options to our senior executive officers and other key employees. For fiscal 2005, the Subcommittee administered AutoNation’s stock option plans and approved all grants of stock option awards in accordance with guidelines established by the Committee and the Subcommittee. Under the guidelines, stock option grants generally are made on an annual basis in competitive amounts and are designed to properly motivate the company’s executives as outlined above, while carefully considering the cost to AutoNation and the stockholders of the issuance of the options, including common stock dilution. With respect to stock option recipients other than the company’s senior executive officers, our guidelines provide for general ranges of potential stock option grants based on the position of the recipient, with adjustments up or down to reflect the recipient’s individual performance rating for the prior year. During each of the past three years, aggregate annual stock option grants were in amounts equal to approximately one percent (1%) of the company’s outstanding shares of common stock. Stock option grants also may be made to executive officers upon commencing service to AutoNation. Stock options generally vest in equal installments over four years. Under the company’s plans, stock options must be granted at an exercise price that equals or exceeds the closing price of AutoNation common stock on the last trading day immediately preceding the grant.

 

Other Compensation

 

Our executive officer compensation program also includes limited perquisites and other benefits, including participation in the company’s life and health insurance and similar benefit programs (including the AutoNation, Inc. 401(k) Plan and the AutoNation, Inc. Deferred Compensation Plan), participation in company car programs entitling the executives to vehicle use or a vehicle allowance, use of an on-site fitness facility and, pursuant to their employment agreements, limited personal use of corporate aircraft for each of Messrs. Jackson and Maroone.