CARMAX INC
For the period ended Feb 28, 2025. Filed May 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 28, 2025 · Filed May 8, 2025
Contents
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Actually Paid amounts shown below are prepared in accordance with Item 402(v) of Regulation S-K. The Compensation and Personnel Committee did not specifically consider the Compensation Actually Paid amounts when determining NEO compensation for fiscal years 2021 through 2025. For a discussion of how the Compensation and Personnel Committee seeks to align pay with performance when making executive compensation decisions, please see the section above titled “Compensation Discussion and Analysis” beginning on page 24.
PAY VERSUS PERFORMANCE TABLE
| Fiscal Year · Summary Compensation Table Total for PEO(a) ($) · Compensation Actually Paid to PEO (a) (b) (c) ($) · Average Summary Compensation Table Total for Non-PEO NEOs(a)($) · Average Compensation Actually Paid to Non-PEO NEOs(a) (b) (c)($) · Value of Initial Fixed $100 Investment Based on: (d) · Net Income ($ Millions) · Adjusted EBIT(e)($ Millions) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return($) · Peer Group Total Shareholder Return($) | ||||||||
| 2025 | 17,116,845 | 17,062,251 | 3,891,084 | 3,916,205 | 94.99 | 222.34 | 501 | 795 |
| 2024 | 12,257,314 | 12,289,963 | 2,540,439 | 2,545,118 | 90.48 | 192.01 | 479 | 766 |
| 2023 | 11,588,743 | (3,838,775) | 2,374,371 | (266,923) | 79.07 | 124.47 | 485 | 749 |
| 2022 | 13,689,123 | 11,139,628 | 3,183,175 | 3,297,303 | 125.22 | 158.40 | 1,151 | 1,584 |
| 2021 | 9,891,893 | 31,282,047 | 3,057,748 | 8,306,849 | 136.88 | 147.99 | 747 | 1,050 |
(a)Mr. Nash was our PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.
| Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 |
|---|---|---|---|---|
| Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora |
| Edwin J. Hill | James Lyski | James Lyski | James Lyski | James Lyski |
| Eric M. Margolin | Shamim Mohammad | Shamim Mohammad | Charles Joseph Wilson | Charles Joseph Wilson |
| Thomas W. Reedy | Diane L. Cafritz | Diane L. Cafritz | Shamim Mohammad | Shamim Mohammad |
| Edwin J. Hill | ||||
| Eric M. Margolin | ||||
(b)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (c) below.
(c)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. There were no adjustments for inclusion of pension service cost or prior service cost because the Company’s defined benefit pension plans were frozen as of December 31, 2008, as described in the narrative to the “Pension Benefits in Fiscal 2025” table.
| Fiscal Year | Summary Compensation Table Total for William D. Nash ($) | Exclusion of Change in Pension Value for William D. Nash ($) | Exclusion of Stock Awards and Option Awards for William D. Nash ($) | Inclusion of Equity Values for William D. Nash ($) | Compensation Actually Paid to William D. Nash ($) |
|---|---|---|---|---|---|
| 2025 | 17,116,845 | (11,126) | (12,109,385) | 12,065,917 | 17,062,251 |
| 2024 | 12,257,314 | (7,015) | (9,320,852) | 9,360,516 | 12,289,963 |
| 2023 | 11,588,743 | — | (8,865,651) | (6,561,867) | (3,838,775) |
| 2022 | 13,689,123 | — | (8,644,791) | 6,095,296 | 11,139,628 |
| 2021 | 9,891,893 | (977) | (6,999,999) | 28,391,130 | 31,282,047 |
| Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
|---|---|---|---|---|---|
| 2025 | 3,891,084 | (1,368) | (2,043,731) | 2,070,220 | 3,916,205 |
| 2024 | 2,540,439 | (735) | (1,419,600) | 1,425,014 | 2,545,118 |
| 2023 | 2,374,371 | — | (1,361,434) | (1,279,860) | (266,923) |
| 2022 | 3,183,175 | (692) | (1,697,356) | 1,812,176 | 3,297,303 |
| 2021 | 3,057,748 | (4,870) | (1,830,920) | 7,084,891 | 8,306,849 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for William D. Nash ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for William D. Nash ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for William D. Nash ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for William D. Nash ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for William D. Nash ($) | Total - Inclusion of Equity Values for William D. Nash ($) |
|---|---|---|---|---|---|---|
| 2025 | 14,851,788 | (840,041) | — | (1,945,830) | — | 12,065,917 |
| 2024 | 9,283,691 | 363,030 | — | (286,205) | — | 9,360,516 |
| 2023 | 6,188,670 | (8,972,961) | — | (3,777,576) | — | (6,561,867) |
| 2022 | 6,285,491 | (3,529,135) | — | 3,338,940 | — | 6,095,296 |
| 2021 | 17,423,079 | 12,751,653 | — | (1,783,602) | — | 28,391,130 |
| Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2025 | 2,507,473 | (125,865) | — | (311,388) | — | 2,070,220 |
| 2024 | 1,412,455 | 61,267 | — | (48,708) | — | 1,425,014 |
| 2023 | 950,489 | (1,549,074) | — | (681,275) | — | (1,279,860) |
| 2022 | 895,895 | (458,627) | 383,234 | 991,674 | — | 1,812,176 |
| 2021 | 3,486,985 | 2,438,705 | 1,016,899 | 142,302 | — | 7,084,891 |
(d)The Peer Group TSR set forth in this table utilizes the S&P 500 Retailing Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended February 28, 2025. The comparison assumes $100 was invested for the period starting February 29, 2020, through the end of the listed year in the Company and in the S&P 500 Retailing Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(e)We determined Adjusted EBIT to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal year 2025, fiscal 2024 and fiscal year 2023. EBIT is earnings before interest and taxes, and the Committee defined “Adjusted EBIT” as EBIT that excludes the impact of any unrealized gains or losses on equity investments in private companies (or companies in which CarMax initially invested while that company was private but had subsequently gone public) as well as other significant non-cash gains or losses that are non recurring in nature; however, including in EBIT for the relevant fiscal year the realized gains and losses in those investments to the extent that such gains or losses were realized in the applicable fiscal year. Adjusted EBIT may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
RELATIONSHIPS BETWEEN CERTAIN DATA IN THE PAY VERSUS PERFORMANCE TABLE
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between (i) the Company’s cumulative TSR over the five most recently completed fiscal years and the S&P 500 Retailing Index’s cumulative TSR over the same period, and (ii) the Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBIT during the five most recently completed fiscal years.
TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
CarMax used only the two financial performance measures set forth below to link Compensation Actually Paid to our NEOs for fiscal 2025 to company performance.
Most Important Measures for Determining PEO and Non-PEO NEO Pay
Adjusted EBIT
Pre-tax Income
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.