Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | AUTONATION, INC. |
Entity Central Index Key | 0000350698 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Value of initial fixed $100 investment based on: Year Summary Compensation Table Total for Mr. Manley(1) Summary Compensation Table Total for Mr. Jackson(1) Summary Compensation Table Total for Ms. Miller(1) Compensation Actually Paid to Mr. Manley(2) Compensation Actually Paid to Mr. Jackson(2) Compensation Actually Paid to Ms. Miller(2) Average Summary Compensation Table Total for Non-PEO NEOs(3) Average Compensation Actually Paid to Non-PEO NEOs(4) Total Shareholder Return(5) Peer Group Total Shareholder Return(6) Net Income (millions)(7) Adjusted Operating Income Per Basic Share(8) (a) (b) (b) (b) (c) (c) (c) (d) (e) (f) (g) (h) (i) 2022 $13,499,193 — — $12,706,450 — — $3,753,082 $2,390,745 $221 $123 $1,377 $35.63 2021 $8,513,663 $18,288,250 — $8,159,065 $42,209,539 — $5,761,104 $10,159,292 $240 $170 $1,373 $25.26 2020 — $14,198,071 $12,362,521 — $28,786,698 $4,112,952 $3,538,126 $5,295,383 $144 $126 $382 $11.95 | ||
Company Selected Measure Name | Adjusted operating income per basic share | ||
Named Executive Officers, Footnote [Text Block] | The dollar amounts reflected in the columns labeled “(b)” are the amounts of total compensation reported for Messrs. Manley and Jackson and Ms. Miller for each corresponding year in the “Total” column of the applicable “Summary Compensation Table.”The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding any person who served as our principal executive officer, or “PEO”) in the “Total” column of the applicable “Summary Compensation Table.” The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Joseph T. Lower, Gianluca Camplone, Marc Cannon, C. Coleman Edmunds, and James R. Bender; (ii) for 2021, Joseph T. Lower, Marc Cannon, C. Coleman Edmunds, and James R. Bender; and (iii) for 2020, Joseph T. Lower, Marc Cannon, C. Coleman Edmunds, James R. Bender, and Christopher R. Cade. | ||
Peer Group Issuers, Footnote [Text Block] | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Our peer group consists of other public companies in the automotive retail market, referred to as the “Public Auto Retail Peer Group.” The Public Auto Retail Peer Group consists of Asbury Automotive Group, Inc., CarMax, Inc., Group 1 Automotive, Inc., Lithia Motors, Inc., Penske Automotive Group, Inc., and Sonic Automotive, Inc. | ||
Adjustment To PEO Compensation, Footnote [Text Block] | The dollar amounts reported in the columns labeled “(c)” represent the amount of “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K and referred to as “CAP”) to Messrs. Manley and Jackson and Ms. Miller. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Manley and Jackson or Ms. Miller during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Manley’s and Jackson’s and Ms. Miller’s total compensation for each year to determine their respective CAP: Year Principal Executive Officer Grant Date Fair Value of Equity Awards Granted During the Year Fair Value at Year-End of Equity Awards Granted During the Year Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year Fair Value as of the End of Prior Year of Awards Cancelled During the Year Total Adjustment to Equity Value Reflected in Compensation Paid 2022 Michael Manley $(7,199,903) $6,845,204 $(345,729) $(92,315) — $(792,743) 2021 Michael Manley $(6,699,904) $6,345,306 — — — $(354,598) Michael Jackson $(9,099,956) $13,948,969 $18,220,232 $1,939,393 $(1,087,349) $23,921,289 2020 Michael Jackson $(7,946,117) $12,646,506 $10,939,424 $(1,051,186) $14,588,627 Cheryl Miller $(8,852,752) $4,131,708 — $(167,686) $(3,360,839) $(8,249,569) | ||
Non-PEO NEO Average Total Compensation Amount | $ 3,753,082 | $ 5,761,104 | $ 3,538,126 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,390,745 | 10,159,292 | 5,295,383 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | The dollar amounts reported in column (e) represent the average CAP for the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the average CAP for such group: Year Grant Date Fair Value of Equity Awards Granted During the Year Fair Value at Year-End of Equity Awards Granted During the Year Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year Fair Value as of the End of Prior Year of Awards Cancelled During the Year Total Adjustment to Equity Value Reflected in Compensation Paid 2022 Average Non-PEO NEOs $(2,036,536) $1,769,634 $(226,814) $(148,343) $(720,280) $(1,362,339) 2021 Average Non-PEO NEOs $(3,556,044) $4,437,291 $3,342,317 $174,624 — $4,398,188 2020 Average Non-PEO NEOs $(1,804,891) $2,834,605 $778,518 $(50,975) — $1,757,257 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | CAP and Cumulative TSR The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our cumulative total shareholder return across our last three completed fiscal years. | ||
Compensation Actually Paid vs. Net Income [Text Block] | CAP and Net Income The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our net income across our last three completed fiscal years. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | CAP and Adjusted Operating Income per Basic Share The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our adjusted operating income per basic share across our last three completed fiscal years. | ||
Total Shareholder Return Vs Peer Group [Text Block] | Cumulative TSR of the Company and Cumulative TSR of the Peer Group The following graph describes the relationship between (a) our cumulative total shareholder return across our last three completed fiscal years and (b) the cumulative total shareholder return for our peer group across the same period. | ||
Tabular List [Table Text Block] | Most Important Financial Performance Measures Adjusted Operating Income Per Basic Share Adjusted EBITDA Return on Invested Capital Customer Satisfaction Index | ||
Total Shareholder Return Amount | $ 221 | 240 | 144 |
Peer Group Total Shareholder Return Amount | 123 | 170 | 126 |
Net Income (Loss) | $ 1,377,000,000 | $ 1,373,000,000 | $ 382,000,000 |
Company Selected Measure Amount | $ / shares | 35.63 | 25.26 | 11.95 |
Additional 402(v) Disclosure [Text Block] | Cumulative Total Shareholder Return (“TSR”) is calculated in accordance with the requirements of Item 402(v) of Regulation S-K.The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year. Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. While the Committee utilizes several performance measures to align executive compensation with Company performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, the Committee generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Operating Income Per Basic Share | ||
Non-GAAP Measure Description [Text Block] | Adjusted operating income per basic share is calculated by dividing a measure of operating income (referred to as “Adjusted Operating Income”) by the weighted average actual basic shares outstanding during the applicable year. Adjusted Operating Income includes net income (loss) from discontinued operations and floorplan interest expense and excludes, if applicable in a given year, restructuring expenses, goodwill, franchise rights, and other asset impairment charges, certain bonus accruals, charges or credits recorded in SG&A expenses related to our deferred compensation plan, and other significant reserves, losses, or write-downs. Adjusted Operating Income is also adjusted for acquisitions, to the extent such acquisition was not already included in calculating the performance goal, and to reflect a capital charge for the repurchase of shares of our common stock. The Committee also has the authority to make, and from time to time makes, appropriate equitable adjustments to reflect the impact of unusual or infrequently occurring items. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Invested Capital | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Customer Satisfaction Index | ||
Michael Manley [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 13,499,193 | $ 8,513,663 | |
PEO Actually Paid Compensation Amount | $ 12,706,450 | $ 8,159,065 | |
PEO Name | Michael Manley | Michael Manley | |
Michael Jackson [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 18,288,250 | $ 14,198,071 | |
PEO Actually Paid Compensation Amount | $ 42,209,539 | $ 28,786,698 | |
PEO Name | Michael Jackson | Michael Jackson | |
Cheryl Miller [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 12,362,521 | ||
PEO Actually Paid Compensation Amount | $ 4,112,952 | ||
PEO Name | Cheryl Miller | ||
PEO [Member] | Michael Manley [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (792,743) | $ (354,598) | |
PEO [Member] | Michael Manley [Member] | Grant Date Fair Value of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (7,199,903) | (6,699,904) | |
PEO [Member] | Michael Manley [Member] | Fair Value at Year-End of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 6,845,204 | 6,345,306 | |
PEO [Member] | Michael Manley [Member] | Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (345,729) | 0 | |
PEO [Member] | Michael Manley [Member] | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (92,315) | 0 | |
PEO [Member] | Michael Manley [Member] | Fair Value as of the End of Prior Year of Awards Cancelled During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | |
PEO [Member] | Michael Jackson [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 23,921,289 | $ 14,588,627 | |
PEO [Member] | Michael Jackson [Member] | Grant Date Fair Value of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (9,099,956) | (7,946,117) | |
PEO [Member] | Michael Jackson [Member] | Fair Value at Year-End of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 13,948,969 | 12,646,506 | |
PEO [Member] | Michael Jackson [Member] | Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 18,220,232 | 10,939,424 | |
PEO [Member] | Michael Jackson [Member] | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 1,939,393 | (1,051,186) | |
PEO [Member] | Michael Jackson [Member] | Fair Value as of the End of Prior Year of Awards Cancelled During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (1,087,349) | ||
PEO [Member] | Cheryl Miller [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,249,569) | ||
PEO [Member] | Cheryl Miller [Member] | Grant Date Fair Value of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (8,852,752) | ||
PEO [Member] | Cheryl Miller [Member] | Fair Value at Year-End of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 4,131,708 | ||
PEO [Member] | Cheryl Miller [Member] | Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | ||
PEO [Member] | Cheryl Miller [Member] | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (167,686) | ||
PEO [Member] | Cheryl Miller [Member] | Fair Value as of the End of Prior Year of Awards Cancelled During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (3,360,839) | ||
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,362,339) | 4,398,188 | 1,757,257 |
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (2,036,536) | (3,556,044) | (1,804,891) |
Non-PEO NEO [Member] | Fair Value at Year-End of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 1,769,634 | 4,437,291 | 2,834,605 |
Non-PEO NEO [Member] | Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (226,814) | 3,342,317 | 778,518 |
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (148,343) | 174,624 | (50,975) |
Non-PEO NEO [Member] | Fair Value as of the End of Prior Year of Awards Cancelled During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | $ (720,280) | $ 0 | $ 0 |