AN » Topics » Director Compensation

This excerpt taken from the AN DEF 14A filed Mar 23, 2009.
Director Compensation
 
Each of our non-employee directors receives the following annual fees for service on our Board:
 
  •     $25,000, plus $1,000 for each Board meeting attended in excess of four annually (the annual fee is prorated based on the number of months served during the year);
  •     $1,000 for each committee meeting attended;
  •     The Chair of our Audit Committee also receives an annual fee of $10,000 and, effective January 1, 2009, each member of our Audit Committee also receives an annual fee of $5,000 in recognition of the additional time commitment and responsibilities associated with Audit Committee service;
  •     Our directors also are entitled to receipt of an annual vehicle allowance of $22,500 in accordance with our Director Vehicle Allowance Program; and
  •     Expense reimbursement in connection with Board and committee meeting attendance.
 
Additionally, our AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan (the “2007 Non-Employee Director Plan”) provides for an initial grant of stock options to purchase 50,000 shares of our stock immediately upon the appointment of a non-employee director to our Board. The 2007 Non-Employee Director Plan also provides for an annual grant of options to purchase 20,000 shares of our common stock at the beginning of each fiscal year to each non-employee director serving on the Board at such date. Unless otherwise provided, all options granted under the 2007 Non-Employee Director Plan are fully vested and immediately exercisable. Under the 2007 Non-Employee Director Plan, each grant of options to a non-employee director remains exercisable for a term of ten years from the grant date so long as the director remains a member of the Board. The options are exercisable at a price per share equal to the closing price per share of our stock on the NYSE on the date immediately prior to the grant date.
 
In accordance with the terms of the 2007 Non-Employee Director Plan, on January 2, 2008, Messrs. Brown (a former director), Burdick, Crowley, Grusky and Migoya and Ms. Goodman were each automatically granted an option to purchase 20,000 shares of our common stock at an exercise price equal to $15.66 per share, the closing price per share of Company common stock on December 31, 2007. In connection with his appointment to the Board, on July 30, 2008, Mr. Edelson was automatically granted an option to purchase 50,000 shares of our common stock at an exercise price per share of $10.43, the closing price per share of Company common stock on July 29, 2008. The table below sets forth compensation paid to our non-employee directors during fiscal 2008.


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