UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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| ☐ | ☐ | Preliminary Proxy Statement |
| ☐ | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | ☒ | Definitive Proxy Statement |
| ☐ | ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant tounder §240.14a-12 |
CARVANA CO.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): |
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| ☒ | ☒ | No fee required. |
| ☐ | ☐ | Fee paid previously with preliminary materials. |
| ☐ | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Stockholders,
We are pleased to invite you to attend the 20222024 Annual Meeting of Stockholders of Carvana Co. on Monday, Monday, May 2, 2022, beginning6, 2024, beginning at 2:0030 p.m., PDT. The annual meeting will be conducted virtually via live webcast. To participate in this year's annual meeting of stockholders, you must register beforehand by visiting www.proxydocs.com/CVNA by 5:00 p.m. ESTEDT on April 28, 2022 or the Registration Deadline.May 2, 2024 (the "Registration Deadline"). After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the annual meeting, will be emailedsent to you.you by electronic mail. You will not be able to attend the annual meeting physically. Once registered you will be able to listen to the annual meeting live and vote online.
Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of 2022 Virtual2024 Annual Meeting of Stockholders and Proxy Statement. We will mail a notice containing instructions on how to access this proxy statementthe Proxy Statement and our annual report2023 Annual Report on or about Wednesday,Tuesday, March 23, 2022,26, 2024, to all stockholders entitled to vote at the annual meeting. Stockholders who prefer a paper copy of the proxy materials may request one on or before April 22, 2022,26, 2024, by following the instructions provided in the notice we will send.
Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail following instructions on the notice, proxy card, or voting instruction card. Voting by proxy will ensure your representation at the annual meeting regardless of whether you attend.
Ernest Garcia III
President, Chief Executive Officer and Chairman
NOTICE OF 2022 VIRTUAL2024 ANNUAL MEETING OF STOCKHOLDERS
The 2022 virtual2024 Annual Meeting of Stockholders (the "Annual Meeting") of CARVANA CO.Carvana Co. (“Carvana” or the “Company”) will be held on Monday,on Monday, May 2, 20226, 2024 at 2:00 PM (PDT)30 p.m. PDT and will be conducted virtually via live webcast (the "Annual Meeting").webcast. To participate at this year’sin the Annual Meeting, you must register beforehand by visiting http://www.proxydocs.com/CVNA by 5:00 p.m. ESTEDT on April 28, 2022May 2, 2024 (the "Registration Deadline"). You will be asked to provide the control number (the "Control Number") located inside the shaded gray box on your noticeNotice of Internet Availability of Proxy Materials (the "Notice") or the proxy card, or the Control Number, as described in the noticeNotice or proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. Once registered you will be able to listen to the Annual Meeting live and vote online. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:statement (the "Proxy Statement"):
1.to elect two nominees identified in the accompanying proxy statementErnest Garcia III and Ira Platt to serve as directors, as recommended by the Compensation and Nominating Committee of theour Board of Directors as Class I directors, until the 2027 annual meeting of Carvana;stockholders and until their successors are duly elected and qualified;
2.to consider the approval, by an advisory vote, of the compensation of our named executive officers as disclosed in the Proxy Statement (“say-on-pay”);
3.to ratify the appointment of Grant Thornton LLP as Carvana’s independent registered public accounting firm for the year ending December 31, 2022;2024; and
3.to consider the approval, by an advisory vote, of Carvana’s executive compensation (i.e., “say-on-pay” proposal); and
4.to transact other business as may properly come before the meeting or any adjournment of the meeting.
Our boardBoard of directorsDirectors has set March 3, 2022,11, 2024 as ourthe record date (the "Record Date") for this year’s meeting. Only stockholders that owned shares of Carvana Co.’s Class A common stock or Class B common stock at the close of business on that daythe Record Date are entitled to notice of our Annual Meeting and may vote at itthe Annual Meeting or any adjournment of the meeting.thereof. On or about March 23, 2022,26, 2024, we expect to mail the Notice to our stockholders, a Notice of Internet Availability of Proxy Materials, or the Notice, containingwith instructions on how to access our proxy statementthe Proxy Statement and our 2021 annual report. This2023 Annual Report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statementProxy Statement and our 2021 annual report2023 Annual Report can be accessed directly at the following Internet address:website: http://www.proxydocs.com/CVNA.
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| By Order of the Board of Directors | | | |
Paul Breaux
General Counsel and Secretary
TABLE OF CONTENTS
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| Commonly Asked Questions and Answers About the Annual Meeting | |
| Board of Directors and Corporate Governance | |
| ITEM 1 - ELECTION OF DIRECTORS | |
| Director Nominees | |
| Continuing Directors | |
| Independence Status | |
| Controlled Company Status | |
| Board Meetings and Committees | |
| Board Leadership Structure | |
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| Risk Oversight | |
| Compensation Committee Interlocks and Insider Participation | |
| Communications by Stockholders and Other Interested Parties with the Board of Directors | |
| Director Compensation | |
| Executive Officers | |
| Compensation Discussion and Analysis | |
| Executive Summary | |
| Compensation Objectives and Principles | |
| Compensation Setting Process | |
| Competitiveness of Our Compensation Program | |
| Compensation Components | |
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| Compensation-Related Policies | |
Compensation-Related PoliciesCompensation and Risk | |
Compensation and Risk | |
| Tax and Accounting Implications | |
| Compensation and Nominating Committee Report | |
| Compensation Tables | |
| Summary Compensation Table | |
| Grants of Plan-Based Awards | |
Outstanding Equity Awards at 20212023 Fiscal Year End | |
| Option Exercises and Stock Vested | |
| Potential Payments upon a Change in Control | |
| Pay versus Performance | |
| CEO Pay Ratio | |
| ITEM 2 – SAY-ON-PAY | |
| Certain Relationships and Related Party Transactions | |
| Policies for Approval of Related Party Transactions | |
| Amended and Restated Operating Agreement | |
| Exchange Agreement | |
| Registration Rights Agreement | |
| Tax Receivable Agreement | |
| Indemnification of Officers and Directors | |
| Related Party Employment Relationships | |
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Contribution Agreement2023 Private Placement | |
| Vehicle Purchases | |
| Contribution Agreement | |
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| Relationship with DriveTime | |
| Security Ownership of Certain Beneficial Owners and Management | |
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ITEM 23 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| Fees and Services | |
| Audit Committee Report | |
ITEM 3 - SAY ON PAYOther Matters | |
Other MattersIncorporation by Reference | |
Incorporation by Reference | |
| Availability of SEC Filings, Code of Conduct, and Committee Charters | |
| Where to Find Additional Information | |
| Cost of Proxy Solicitation | |
| Annex | |
| A - Non-GAAP Financial Measures | |
Commonly Asked Questions and Answers About the Annual Meeting
Q: Why did I receive these materials?
The Board of Directors (the "Board") of Carvana Co. (the “Board”("Carvana" or the "Company") is soliciting your proxy to vote at our 20222024 Annual Meeting of Stockholders (or(the "Annual Meeting"), or at any postponement or adjournment of the meeting).thereof. Stockholders who own shares of our Class A common stock (Class A or Class B)B common stock (together our "Common Stock") as of the record date, March 3, 2022,11, 2024 (the "Record Date"), are entitled to vote at the annual meeting.Annual Meeting. You should review these proxy materials carefully as they give important information about the items that will be voted on at the annual meeting,Annual Meeting, as well as other important information about Carvana.
Q: How can I attend the Annual Meeting?
The Annual Meeting will be held on Monday, May 6, 2024 at 2:30 p.m. PDT and will be conducted virtually via live webcast. To participate in the Annual Meeting, you must register beforehand by visiting http://www.proxydocs.com/CVNA by 5:00 p.m. EDT on May 2, 2024 (the "Registration Deadline"). You will be asked to provide the control number located inside the shaded gray box on your Notice or the proxy card (the “Control Number”), as described in the Notice or proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will sent by electronic mail to you. Once registered you will be able to listen to the Annual Meeting live and vote online.
Q: Who will be entitled to vote?
Stockholders who own shares of our common stockCommon Stock as of the record date, March 3, 2022,Record Date are entitled to vote at the annual meeting.Annual Meeting. As of the record date,Record Date, Carvana had approximately 90,100,981116,538,102shares of Class A common stock outstanding and 82,900,27685,619,471 shares of Class B common stock outstanding. Holders of shares of Class A common stock are entitled to one vote per share of Class A common stock. Ernest Garcia II, Ernest Garcia III, and entities controlled by one or both of them (collectively, the “Garcia Parties”) are entitled to ten votes per share of Class B common stock they beneficially own, for so long as the Garcia Parties maintain, in the aggregate, direct or indirect beneficial ownership of at least 25% of the outstanding shares of Class A common stock, determined on an as-exchanged basis assuming that all of the Class A common units (“Class A Units”) and Class B common units (“Class B Units,” and together with Class A Units, “LLC Units”) of Carvana Group, LLC (“Carvana Group”) were exchanged for Class A common stock. The Garcia Parties are currently entitled to ten votes per share of Class B common stock they beneficially own. All other holders of Class B common stock are entitled to one vote per share. All holders of Class A common stock and Class B common stock will vote together as a single class except as otherwise required by applicable law. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the annual meeting.Annual Meeting.
Q: What will I be voting on?
You will be voting on the following matters:
1.to elect two Class II directorsErnest Garcia III and Ira Platt to serve on the Board as Class I directors until the 2025 Annual Meeting2027 annual meeting of stockholders and until their successors are duly elected and qualified;
2.to consider the approval, by an advisory vote, of the compensation of our named executive officers (“say-on-pay”);
3.to ratify the appointment of Grant Thornton LLP as Carvana’s independent registered public accounting firm for the year ending December 31, 2022;2024; and
3.to consider the approval, by an advisory vote, of Carvana’s executive compensation (i.e., “say-on-pay”); and
4.to transact other business as may properly come before the meeting or any adjournment of the meeting.
Q: How does the Board recommend I vote on these matters?
The Board recommends you vote for the following:
1.FOR the election of Dan QuayleErnest Garcia III and Gregory SullivanIra Platt to the Board as Class III directors;
2.FOR the approval, by an advisory vote, of the compensation of our named executive officers; and
3.FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2022; and2024.
3.FOR the approval, by an advisory vote, of Carvana’s executive compensation.
Q: How do I cast my vote?
Registered Stockholders. If you hold shares in your own name, you are a registered stockholder and there are four ways to vote:
1.by Internet at http://www.proxypush.com/CVNA, 24 hours a day, seven days a week (have your Notice or proxy card in hand when you visit the website);
2.by toll-free telephone at 1-866-509-2149 (have your Notice or proxy card in hand when you call);
3.by completing and mailing your proxy card (if you received printed proxy materials); or
4.by voting during the virtual Annual Meeting through www.proxydocs.com/CVNA. To be admitted to the Annual Meeting and vote your shares, you must register by visiting http://www.proxydocs.com/CVNA by the Registration Deadline and provide the Control Number as described in the Notice or proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. Once registered you will be able to listen to the Annual Meeting live and vote online.
Even if you plan to attend the virtual Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you decide not to attend the Annual Meeting.
Beneficial Stockholders. If you hold your shares through a broker, trustee, or other nominee, you are a beneficial stockholder. If you are a beneficial stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct your broker, bank, or other nominee on how to vote your shares. Beneficial stockholders should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via Internet. However, the availability of telephone or Internet voting will depend on the voting
process of your broker, bank, or other nominee. As discussed above, if you are a beneficial stockholder, you are invited to attend and vote your shares at the Annual Meeting live via webcast so long as you register to attend the Annual Meeting at www.proxydocs.com/CVNA by the Registration Deadline. To vote online at the Annual Meeting, you must obtain a legal proxy from your broker, bank, or other nominee. Please consult the voting instruction card or other information sent to you by your broker, bank, or other nominee to determine how to obtain a legal proxy in order to vote at the Annual Meeting.
Q: Can I access the proxy materials electronically?
Yes. Your notice,Notice, proxy card, or voting instruction card will contain instructions on how to view our proxy materials for the annual meetingAnnual Meeting online and how to instruct us to send our future proxy materials to you electronically by email. Our proxy materials are also available at
www.proxydocs.com/CVNA and will be available during the voting period starting on March 23, 2022.26, 2024.
As permitted by U.S. Securities and Exchange Commission (“SEC”) rules, we are making this Proxy Statement and our 2023 Annual Report available to our stockholders electronically via the Internet. The Notice contains instructions on how to access this Proxy Statement and our 2023 Annual Report and vote over the Internet or by telephone. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, of receiving future copiesthe Notice instructs you on how to access and review the Proxy Statement and 2023 Annual Report on the Internet. The Notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a Notice by mail and would like to receive a printed copy of our proxy statement and annual reports by mail, stockholdersmaterials, you should follow the instructions for requesting such materials contained on the Notice.
Householding. The SEC rules permit us to print an individual’s multiple accounts on a single set of record and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive futureproxy materials. To take advantage of this opportunity, we have summarized on one set of proxy materials by email will remain in effect until you revoke it.
all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. Please note that only one noticeNotice will be sent to stockholders who are listed at the same address unless such stockholders have notified Carvana of their desire to receive multiple copies of such documents. If a single copy of the noticeNotice was delivered to an address that you share with another stockholder, and you prefer to receive additional copies, or if multiple copies were delivered to an address that you share with another stockholder, and you prefer to receive one copy, Carvana will promptly make such changes upon request. You may make such requests over the internetby email at www.investorelections.com/CVNA, via telephone at (866) 648-8133,investors@carvana.com or via e-mail at paper@investorelections.com.by mail to Carvana Co., 300 E. Rio Salado Pkwy, Tempe, AZ 85281, Attention: Investor Relations.
Q: How may I change or revoke my proxy?
Registered Stockholders. If you are a stockholder of record, you can change your vote or revoke your proxy any time before or at the Annual Meeting by:
1.entering a new vote by Internet or by telephone (until the applicable deadline for each method as set forth above);
2.returning a later-dated proxy card (which automatically revokes the earlier proxy card);
3.notifying our Corporate Secretary, in writing, at Carvana Co., Attn: Corporate Secretary, 1930 W.300 E. Rio Salado Pkwy, Tempe, AZ 85281; or
4.attending and voting at the virtual Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy) at www.proxydocs.com/CVNA.
Beneficial Stockholders. If you are a beneficial stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
Q: Who can attend the annual meeting?Annual Meeting?
All common stockholdersholders of Common Stock as of the record date,Record Date, or their duly appointed proxies, may pre-register and virtually attend the Annual Meeting.
Q: Why is the Annual Meeting virtual only?
We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. Hosting a virtual meeting makes it easy for our stockholders to participate from any location in the world.
Q: What if I run into technical issues while trying to access the Annual Meeting?
The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Participants should give themselves plenty of time to log in and ensure they have a strong internet connection and they can hear streaming audio prior to the start of the Annual Meeting. If you encounter technical difficulties, technical support will be available during the Annual Meeting.
Q: How do I inspect the list of stockholders?
A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 6, 2024, at 300 E. Rio Salado Pkwy, Tempe, AZ 85281 and on the date of the meeting, on the virtual platform for the Annual Meeting at http://www.proxydocs.com/CVNA.
To examine the list of stockholders entitled to vote at the Annual Meeting at our principal executive offices, you must be a stockholder as of the Record Date and will be required to provide a copy of your Notice, proxy card or voting instruction card bearing your Control Number and a copy of a valid picture identification, such as a driver’s license or passport, that matches the name on the Notice, proxy card or voting instruction card. You will also be able to examine the list on the date of the meeting, on the virtual platform for the Annual Meeting at http://www.proxydocs.com/CVNA.
Q: How many shares must be present to transact business at the Annual Meeting?
A quorum of our stockholders must be present at the Annual Meeting for any business to be conducted. Under our amended and restated bylaws, the holders of a majority in voting power of the outstanding capital stock entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy, constitute a quorum. If you authorize a proxy to vote electronically or telephonically, or you sign and return a paper proxy or voting instruction card, your shares will be counted to determine whether a quorum has been established even if you “withhold” your vote or fail to vote on a particular item of business. Abstentions and “broker non-votes” will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.
If a quorum is not present or represented by proxy at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) the holders of a majority of the voting power entitled to vote at the Annual Meeting, present or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.
Q: What is the voting requirement to approve each of the items, and how are the votes counted?
ITEM 1 – ELECTION OF DIRECTORS. A plurality of the votes cast by the shares of common stockCommon Stock present in person or represented by proxy at the virtual meetingAnnual Meeting and entitled to vote thereon is required to elect each nominee. This means that the two nominees receiving the highest number of votes at the annual meetingAnnual Meeting will be elected, even if those votes do not
constitute a majority of the votes cast. AbstentionsYou may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Votes that are withheld with respect to one or more director nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and brokerwill have no effect on the outcome of the election of those nominees. Broker non-votes will not impact the election of the nominees.
ALL OTHER ITEMS.ITEM 2 - SAY-ON-PAY. The affirmative vote of athe majority of voting power of the votes cast by the shares of commoncapital stock present in person or represented by proxy at the virtual meetingAnnual Meeting and entitled to vote thereon is required to approve all other items.Item 2. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. WeBroker non-votes, however, do not expect thererepresent votes entitled to vote on non-routine matters, and therefore, will have no effect on Item 2. Although the results of Item 2 will not be binding on the Board, the Board will consider the results of the stockholder vote when making future decisions regarding executive compensation.
ITEM 3 - RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS CARVANA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024. The affirmative vote of the majority of voting power of the capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve Item 3. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. A broker, bank, or
other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Item 3.
Brokers and custodians cannot vote uninstructed shares on your behalf for Item 1 or Item 2. For your vote to be anycounted, you must submit your voting instruction form to your broker non-votes with respect to any of the proposals.or custodian or cast your vote, as discussed above.
Q: When will the results of the vote be announced?
The preliminary voting results will be announced at the annual meeting.Annual Meeting. The final voting results will be published in a current report on Form 8-K filed with the SEC within four business days of the annual meeting.Annual Meeting.
Q: What is the deadline for submitting a stockholder proposal or director nomination for the 2023 Annual Meeting?2025 annual meeting?
Stockholder proposals pursuant to SEC Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for inclusion in Carvana’s proxy statement and form of proxy for Carvana’s 2023 Annual Meeting2025 annual meeting of Stockholdersstockholders must be received by Carvana at our principal executive offices at 1930 W.300 E. Rio Salado Pkwy, Tempe, AZ, 85281, no later than the close of business on November 23, 2022. 26, 2024.
Stockholders wishing to make a director nomination or bring a proposal (other than pursuant to Rule 14a-8 of the Exchange Act), but not include it in Carvana’s proxy materials, must comply with the advance notice provisions in Carvana’s amended and restated bylaws, which require, among other things, that stockholders provide written notice of their nomination or proposal to the general counsel and secretaryCorporate Secretary at Carvana’s principal executive offices at the address set forth above no later than the close of business on February 1, 2023,5, 2025, and not earlier than the close of business on January 2, 2023,6, 2025, assuming Carvana does not change the date of the 2023 Annual Meeting2025 annual meeting of Stockholdersstockholders by more than 30 days before or after the anniversary of the 20222024 Annual Meeting. If so, Carvana will release an updated time frametimeframe for stockholder proposals. Any stockholder proposal or director nomination must comply with the other provisions of Carvana’s amended and restated bylaws and be submitted in writing to the general counsel and secretaryCorporate Secretary at Carvana’s principal executive offices.
ToIn addition to satisfying the requirements of our amended and restated bylaws, to comply with the universal proxy rules (once effective),requirements set forth in Rule 14a-19 of the Exchange Act, stockholders who intend to solicit proxies in support of director nominees, other than the Company’sBoard’s nominees, must also provide written notice to the Corporate Secretary that sets forth all the information required by Rule 14a-19 under14a-19(b) of the Exchange ActAct. Such notice must be postmarked or transmitted electronically to the Corporate Secretary at the Company’s principal executive offices no later than Friday, March 3, 2023.7, 2025.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of our Board, which is composed of six directors. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our Board. Our amended and restated certificate of incorporation also provides that our Board will be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.
The following table sets forth the directoreach director's class, name, and age as of May 2, 2022, andMarch 11, 2024, as well as other information for each member of our Board:
| | Name | Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated |
| Ernest Garcia III | Ernest Garcia III | I | 39 | President, CEO, and Chairman | 2017 | 2024 | | Ernest Garcia III | I | 41 | President, CEO, and Chairman | 2017 | 2024 | 2027 |
| Ira Platt | Ira Platt | I | 58 | Director | 2017 | 2024 | | Ira Platt | I | 60 | Director | 2017 | 2024 | 2027 |
| Dan Quayle | Dan Quayle | II | 75 | Director | 2017 | 2022 | 2025 |
| Gregory Sullivan | Gregory Sullivan | II | 63 | Director | 2017 | 2022 | 2025 |
| Gregory Sullivan | |
| Gregory Sullivan | |
| Michael Maroone | |
| Michael Maroone | |
| Michael Maroone | Michael Maroone | III | 68 | Lead Director | 2017 | 2023 | |
| Neha Parikh | Neha Parikh | III | 43 | Director | 2019 | 2023 | |
| Neha Parikh | |
| Neha Parikh | |
We believe that in order for our Board to effectively guide us to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. To best serve our stockholders, we seek to have a board of directorsBoard that, as a whole, is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility, and reputational issues, and strategy and strategic planning. Additionally, the Board desires toshould have specific knowledge related to our industry, such as expertise in automotive retail, consumer finance, and eCommerce.ecommerce.
The Compensation and Nominating Committee believes that all directors must, at a minimum, meet the criteria set forth in the Board’s code of conduct and the corporate governance guidelines, which specify, among other things, that the Compensation and Nominating Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. In addressing issues of diversity in particular, the Compensation and Nominating Committee considers a nominee’s differences in viewpoint, professional experience, background, education, skill, age, race, ethnicity, gender, geography, national origin, and national origin.areas of expertise. The Compensation and Nominating Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. Accordingly, to improve director diversity and best serve our stockholders, the Compensation and Nominating Committee formally adopted a policy in 2019 to requestour Corporate Governance Guidelines dictate that any search firm that it engagesengaged by the Company must include women and minority candidates in the initial list from which the Compensation and Nominating
Committee selects director candidates. The Compensation and Nominating
Committee also will consider a combination of factors for each director, including whether the nominee possesses:
a.the ability to represent all stockholders without a conflict of interest;
b.the ability to work in and promote a productive environment;
c.sufficient time and willingness to fulfill the substantial duties and responsibilities of a director;
d.the high level of character and integrity that we expect;
e.broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a national, publicly traded company; and
f.the ability to apply sound and independent business judgment.
The Compensation and Nominating Committee has determined that all of our directors, and specifically the director nominees, meet the criteria and qualifications set forth in the code of conduct for the Board, the corporate governance guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the mature confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and the social realities of the environment in which we operate, the independence and high-performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify theeach individual to serve on the Board. These collective qualities, skills, experiences, and attributes are essential to our Board’s ability to exercise its oversight function for Carvana and its stockholders and to guide the long-term sustainable, dependable performance of our business.
Subject to any earlier resignation or removal in accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our Class I directors will serve until our 20242027 annual meeting of stockholders, our Class II directors will serve until our 20222025 annual meeting of stockholders, and our Class III directors will serve until our 20232026 annual meeting of stockholders. In addition, our amended and restated certificate of incorporation provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of capital stock entitled to vote thereon, voting together as a single class, for so long as the Garcia Parties are entitled to ten votes for each share of Class B common stock they hold. If the Garcia Parties are no longer entitled to ten votes for each share of Class B common stock they hold, then our directors may be removed only for cause upon the affirmative vote of at least 66⅔% of the voting power of our outstanding shares of capital stock entitled to vote thereon.
The Compensation and Nominating Committee will consider stockholder nominations for membership on the Board. For the 2023 Annual Meeting,2025 annual meeting of stockholders, nominations may be submitted to our Corporate Secretary at Carvana Co., 1930 W.300 E. Rio Salado Pkwy, Tempe, AZ 85281, Attn: Corporate Secretary, who will forward them to the Chairman of the Compensation and Nominating Committee. Recommendations must be in writing and we must receive the recommendationbe received no later
than the close of business onon February 1, 2023,5, 2025, and not earlier than the close of business on January 2, 2023.
2025. Recommendations must also includemeet certain other requirements specified in our amended and restated bylaws. The Compensation and Nominating Committee will apply the same criteria to the evaluation of those candidates recommended by our stockholders as it applies to other director candidates.
In addition to satisfying the requirements of our amended and restated bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees, must also provide written notice to the Corporate Secretary that sets forth all the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Corporate Secretary at the Company’s principal executive offices no later than March 7, 2025.
When filling a vacancy on the Board, the Compensation and Nominating Committee identifies the desired skills, experience, and experiencediversity of a new director and nominates individuals whowhom it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Compensation and Nominating Committee may engage third parties to assist in the search and provide recommendations. As discussed above, any search firm that the Compensation and Nominating Committee engages is requestedrequired to include women and minority candidates in the initial list from which the Compensation and Nominating Committee selects director candidates. Also,Recommendations from current directors are generally asked to recommend candidatesalso considered for the position. The candidates would beare evaluated based on the process outlined in the corporate governance guidelines and the Compensation and Nominating Committee charter, and the same process would beis used for all candidates, including candidates recommended by stockholders.
ITEM 1—ELECTION OF DIRECTORS
Our Board recommends that the nominees below be electedre-elected as members of the Board at the annual meetingAnnual Meeting to serve as Class I directors for a three-year term expiring at the 2025 Annual Meeting.2027 annual meeting of stockholders and until their successors are duly elected and qualified.
| | | | | | | | | | | |
| NAME | AGE | DIRECTOR SINCE | POSITION |
| Dan Quayle | 75 | 2017 | Director |
| Gregory Sullivan | 63 | 2017 | Director |
| | | | | | | | | | | |
| NAME | AGE | DIRECTOR SINCE | POSITION |
| Ernest Garcia III | 41 | 2017 | President, CEO, and Chairman |
| Ira Platt | 60 | 2017 | Director |
Each nominee was recommended for electionre-election by the Compensation and Nominating Committee for consideration by the Board and proposal to our stockholders. If, before the annual meeting,Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may (i) nominate a substitute (ii) allow the vacancy to remain until the Board identifies an appropriate candidate or (iii) reduce the size of the boardBoard to eliminate the vacancy. If the Board chooses to nominate a substitute nominee, the persons named as proxies on the proxy card will vote your shares for that substitute nominee.
The Board recommends that you vote “FOR” each of the director nominees.
DIRECTOR NOMINEES
Dan Quayle has served on our Board since our Initial Public Offering ("IPO") in 2017. Mr. Quayle has served the United States Federal Government in various capacities as a Congressman, Senator, and as the 44th Vice President of the United States of America from 1989 to 1993. Since 1999, Mr. Quayle has been with Cerberus Capital, a New York private investment firm. He has served as Chairman of Cerberus Global Investments since 2001. Mr. Quayle earned a B.A. degree in political science from DePauw University and a J.D. from the Indiana University Robert H. McKinney School of Law. We believe Mr. Quayle will continue to be a valuable member of our Board because of his experience as the chairman of Cerberus Global Investments, LLC, as well as his extensive experience in the areas of government, foreign relations, and private investment..
Gregory Sullivan has served on our Board since our IPO. Mr. Sullivan is the Chief Executive Officer ("CEO") of AFAR Media, a travel media company he co-founded in 2007. From 1995 to 2007, Mr. Sullivan served DriveTime in various capacities, including as president from 1995 to 2004, CEO from 1999 to 2004, and Vice Chairman from 2004 to 2007. Mr. Sullivan earned a B.B.A. degree in finance from the University of Notre Dame and a J.D. from the University of Virginia School of Law. We believe that Mr. Sullivan will continue to be a valuable member of our Board because of his senior management experience in the automotive and media industries.
CONTINUING DIRECTORS
Ernest Garcia III co-founded Carvana and has served as our President and CEOChief Executive Officer ("CEO") since our inception in 2012. Mr. Garcia is also Chairman of the Carvana Co. Board. Prior to founding
Carvana, Mr. Garcia held various roles at DriveTime Automotive Group, Inc. (“DriveTime”) from January 2007 to January 2013. From January 2007 to December 2008, he served as a financial strategist. He was a managing director of corporate finance from December 2008 to November 2009. From November 2009 until January 2013, he served as a Vice President and Treasurer and Director of Quantitative Analytics. As Director of Quantitative Analytics, Mr. Garcia was responsible for the firm’s ongoing development of consumer credit scoring models, and its utilization of those tools in retail-vehicle-sales deal structuring and vehicle-price optimization. He was a managing director of corporate finance from December 2008 to November 2009, and from January 2007 to December 2008, he served as a financial strategist. Prior to DriveTime, Mr. Garcia was an associate in the Principal Transactions Group at RBS Greenwich Capital from 2005 to 2006, where he focused on consumer-credit-based investments. Mr. Garcia holds a B.S. in management science and engineering from Stanford University. We believeThe Board believes that Mr. Garcia will continue to be a valuable member of our Board because of his extensive knowledge of our business and strategy, as well as his experience in the automotive retail industry and leadership role with us.experience at Carvana.
Ira Platt has served on our Board since our IPO.initial public offering ("IPO") in 2017. Since its inception in 2009, Mr. Platt has been the president of Georgiana Ventures, LLC, a firm that provides equity and debt capital to specialty finance companies, acquires portfolios of consumer finance receivables and offers consulting services to the specialty finance industry. From May 2009 to December 2013, Mr. Platt served as the President of 221 Capital Partners, LLC, a firm that provides advisory services. From 2009 to 2011, Mr. Platt was the Portfolio Manager for the
Rosemont TALF Opportunity Fund, a partnership investing in asset-backed securities. In addition, Mr. Platt was a managing director and Head of the Principal & Distressed Capital Business for RBS Greenwich Capital, the domestic fixed income banking unit of the Royal Bank of Scotland Group, from 1997 to 2009. Mr. Platt was an Executive Vice President of the Aegis Consumer Funding Group, a publicly traded non-prime automotive finance company, from 1991 to 1997. Mr. Platt earned a B.A. degree in 1985 from Emory University and an M.B.A. from The Fuqua School of Business at Duke University. Mr. Platt served on DriveTime’s board of directors from February 2014 until April 2017. We believeThe Board believes that Mr. Platt will continue to be a valuable member of our Board because of his servicecorporate governance experience on DriveTime’s, as well as our board, and his extensive experience in consumer finance and the automotive retail industry.
CONTINUING DIRECTORS
Michael Maroone has served on our Board since our IPO.IPO in 2017. Mr. MarooneMaroone is currently the CEO of Maroone U.S.A. LLC, a position he has held since May 2017. From July 2005 to April 2015, Mr. Maroone served on the board of AutoNation, Inc., an automotive retailer and provider of new and used vehicles and related services. From August 1999 until his retirement in February 2015, Mr. Maroone also served as President and Chief Operating Officer of AutoNation, Inc. Prior to joining AutoNation, Inc., Mr. Maroone was President and CEO of the Maroone Automotive Group, a privately-held automotive retail group, from 1977 to 1997. Mr. Maroone currently serves on threetwo other boards:boards, as chairman of the board of Cleveland Clinic Florida, a non-profit, multi-specialty academic hospital; as a member of the board of the Cleveland Clinic Enterprise Board;hospital, and as a member of the board and audit committee of MDH Acquisition Corp, a New York Stock Exchange ("NYSE") listed special purpose acquisition corporation. Mr. MarooneCleveland Clinic Enterprise Board. In addition, he previously served as a memberon the boards of the board of Cox Automotive,AutoNation, Inc., a privately held combination of global automotive wholesale and services businesses including automotive auctions, financial services, media, and software; as a member of the board of Salty Dot, Inc., on the Cleveland Clinic Board of Trustees;MDH Acquisition Corp., and was co-chairman of the Florida Leadership Board of the Cleveland Clinic.Cox Automotive, Inc. He holds a B.S. degree in Small Business Management from the University
of Colorado Boulder. The Board believes that Mr. Maroone was selectedwill continue to serve onbe a valuable member of our Board because of his advisory experience and his extensive experience in the automotive retail industry and we believe that Mr. Maroone will continue to be a valuable member of our Board because of such experience..
Neha Parikh has served on our Board since April 2019. Ms. Parikh is the Chief Executive Officera global technology leader who most recently served as CEO of Waze where peopleMobile, Ltd., a navigation map application company and technology meeta subsidiary of Alphabet Inc., a role she held from June 2021 to solve transportation challenges, a position she has held since June 2021.July 2023. Prior to Waze, is a platform that empowers communities to contribute road data, edit Waze maps and carpool to improve the way we move about the world. Fromfrom August 2017 to November 2019, Ms. Parikh served aswas the President of Hotwire, Inc., a leading innovator in value creation and discount travel company and a membersubsidiary of the Expedia Group.Group, Inc. She started with Expedia Group in 2008 with Hotels.com, L.P., where she amassed experience in roles across the business, including product development, marketing, pricing, and strategy. Prior to her role with Hotwire, she was the Senior Vice President of Global Brands and Retail for Hotels.com, driving marketing activities, overseeing the global P&L and operations, and leading merchandising, business development, and partner marketingpartnerships globally. Before joining Hotels.com, Ms. Parikh worked in consumer insight and demand strategy consulting with The Cambridge Group where she led projects across a variety of retailers, and at Dade Behring, Inc. (a Siemens healthcare company), where she held progressive levels of responsibility in marketing and product development. She also worked as a management consultant at Pricewaterhouse Coopers, LLP and gained multi-faceted expertise at an internet start-up in Chicago. Ms. Parikh alsopreviously served on the board of directors of Tailwind Acquisition Corp, a NYSE listed special purpose acquisition corporation, from 2020 to 2021.Corp. Ms. Parikh holds a bachelors of business degree from The University of Texas at Austin and an MBA from the Kellogg School of Management at Northwestern University. We believeThe Board believes that Ms. Parikh will continue to be a valuable member of our Board because of her extensive senior management experience in the online retail vertical.
Dan Quayle has served on our Board since our IPO in 2017. Mr. Quayle has served the United States Federal Government in various capacities as a Congressman, Senator, and as the
44th Vice President of the United States of America from 1989 to 1993. Since 1999, Mr. Quayle has been with Cerberus Capital, a New York private investment firm. He has served as Chairman of Cerberus Global Investments, LLC since 2001. Mr. Quayle earned a B.A. degree in political science from DePauw University and a J.D. from the Indiana University Robert H. McKinney School of Law. The Board believes that Mr. Quayle will continue to be a valuable member of our Board because of his experience as the chairman of Cerberus Global Investments, which provides him with in-depth knowledge of geopolitical developments and their impact on macroeconomics, as well as his extensive experience in the areas of government and foreign relations.
Gregory Sullivan has served on our Board since our IPO in 2017. Mr. Sullivan is the CEO of AFAR, a travel media company he co-founded in 2007. From 1995 to 2007, Mr. Sullivan served DriveTime in various capacities, including as Vice Chairman from 2004 to 2007, CEO from 1999 to 2004, and president from 1995 to 2004. Mr. Sullivan earned a B.B.A. degree in finance from the University of Notre Dame and a J.D. from the University of Virginia School of Law. The Board believes that Mr. Sullivan will continue to be a valuable member of our Board because of his senior management experience in the automotive and media industries.
INDEPENDENCE STATUS
The listing standards of the NYSENew York Stock Exchange (the "NYSE") require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee, and nominating committee be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.
Our Board has affirmatively determined that each of our non-employee directors, including our director nominees Dan Quayle and Gregory Sullivan,nominee Ira Platt, meets the requirements to be an independent director. In making this determination, our Board considered the relationships that each non-employee director has with Carvana and Carvana affiliates, as well as all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our Class A common stock.Common Stock.
CONTROLLED COMPANY STATUS
For purposes of the corporate governance rules of the NYSE, we are a “controlled company.” Controlled companies under those rules are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. The Garcia Parties beneficially own more than 50% of the combined voting power of
Carvana Co. Accordingly, we expect to beare eligible for, but do not currently intend to take advantage of, certain exemptions from the corporate governance requirements of the NYSE. Specifically, as a “controlled company,” we wouldare not be required to have:
a.a majority of independent directors,
b.a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities,
c.a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or
d.an annual performance evaluation of the nominating and governance and compensation committees.
In the event we choose to rely on some or all of these exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the applicable corporate governance rules of the NYSE.
BOARD MEETINGS AND COMMITTEES
Our Board has two standing committees, an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
| | | | | | | | |
| Board Member | Audit Committee | Compensation and
Nominating Committee |
| Ira Platt | (Chairman) | • |
| Gregory Sullivan | • | (Chairman) |
| Dan Quayle | | • |
| Michael Maroone | • | |
| Neha Parikh | • | • |
• Committee member.
During the year ended December 31, 2021,2023, our Board held seventeen17 meetings, our Audit Committee held sevennine meetings, and our Compensation and Nominating Committee held four meetings. Directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each director attended last year’s annual meeting. ElevenIn 2023, each director attended at least 94% of the seventeenaggregate meetings of the Board in 2021 were attended by 100% of the directors, and of the remaining six meetings of the Board with less than 100% attendance, five were attended by five of the six directors. Each director attended 100% of the meetings held by the committees of the Board on which thesuch director served. In addition, non-employee directors meet periodically, and at least annually, at executive sessions without management.
Our Board has an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
| | | | | | | | |
Board Member | Audit Committee | Compensation and
Nominating Committee |
Ira Platt | (Chairman) | • |
Gregory Sullivan | • | (Chairman) |
Dan Quayle | | • |
Michael Maroone | • | |
Neha Parikh | • | • |
AUDIT COMMITTEE
The Audit Committee is responsible for, among other matters,
1.appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;
2.discussing with our independent registered public accounting firm their independence from management;
3.reviewing with our independent registered public accounting firm the scope and results of their audit;
4.approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
5.overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
6.reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;
7.establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; and
8.overseeing our enterprise risk management program.program, including cybersecurity risks.
Our Board has affirmatively determined that Mr. Platt, Mr. Maroone, Ms. Parikh, and Mr. Sullivan meet the definition of “independent director” for purposes of serving on an Audit Committeeaudit committee under Rule 10A-3 of the Exchange Act and the NYSE rules. In addition, our Board has determined that Mr. Platt and Mr. Sullivan each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The written charter for our Audit Committee is available at our corporate website at investors.carvana.com/corporate-governance/governance-documents.
COMPENSATION AND NOMINATING COMMITTEE
The Compensation and Nominating Committee is responsible for, among other matters,
1.reviewing key employee compensation goals, policies, plans, and programs;
2.reviewing and providing recommendations to the Board regarding the compensation of our directors and CEO, and determining the compensation of our other executive officers;
3.reviewing and approving employment agreements, if any, and other similar arrangements between us and our executive officers;
4.administering stock plans and other incentive compensation plans;
5.identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;
6.overseeing the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently;
7.assisting the Board in its oversight of human capital management, including corporate culture, diversity and inclusion, recruiting, retention, attrition, talent management, career development and progression, succession, and employee relations;
8.identifying best practices and recommending corporate governance principles; and
9.developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us.
Our Board has affirmatively determined that Mr. Sullivan, Ms. Parikh, Mr. Platt and Mr. Quayle meet the definition of “independent director” for purposes of serving on a compensation committee under Rule 10C-1 of the Exchange Act and the NYSE rules. The Board has adopted a written charter for the Compensation and Nominating Committee, which is available on our corporate website at investors.carvana.com/corporate-governance/governance-documents. Each member of our Compensation and Nominating Committee is an independent director as defined by NYSE rules.
BOARD LEADERSHIP STRUCTURE
The following section describes our boardBoard leadership structure, the reasons why theour Board considers this structure is in placeappropriate at this time, the roles of various positions, and related key governance practices. The mix of experienced independent and management directors that make up our Board, along with the independent role of our lead independent director (the "Lead Director") and our independent board-committeeBoard-committee composition, benefitsbenefit Carvana and its stockholders.
INDEPENDENCE; BOARD MIX
Our Board has an effective mix of independent and management directors. It is composed of five independent directors and Mr. Garcia, our current chairmanPresident, CEO, and CEO, Ernest Garcia III.Chairman.
LEAD DIRECTOR
The Board believes that it is beneficial to Carvana and its stockholders to designate one of the directors as a lead directorLead Director who is elected by a majority of the Board. The lead directorLead Director serves a variety of roles, including reviewing and approving Board agendas and schedules in collaboration with our President, CEO, and Chairman to confirm the appropriate boardBoard and committee topics are reviewed and sufficient time is allocated to each; liaising between our chairman andPresident, CEO, and non-managementChairman and independent directors when necessary and appropriate (that said,(in addition to each director hashaving direct and regular access to the chairmanPresident, CEO, and CEO)Chairman) and calling anand presiding over executive sessionsessions of independent directors at any time consistent with theour amended and restated bylaws and amended and restated certificate of incorporation. Michael Maroone, an independent director and member of our Audit Committee, is currently our lead director.Lead Director. Mr. Maroone is an effective lead directorLead Director for Carvana due to, among other things, his independence, his board leadership experience with AutoNation, Inc., his strong strategic and financial acumen, his commitment to ethics and setting tone at the top, his extensive knowledge of the automotive retail environment, and his deep understanding of Carvana and its business.
CHAIRMAN / CEO
With respect to the roles of chairmanChairman and CEO, the corporate governance guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Mr. Garcia has been our chairmanPresident, CEO, and CEOChairman since our IPO. The Board believes that combining the roles of chairmanChairman and CEO, together with the separate, independent role of our lead director,Lead Director, is currently the most effective leadership structure because Mr. Garcia has extensive knowledge and experience in a variety of relevant areas acquired through his professional and other experiences, including automotive retail, e-commerce, consumer finance and strategic planning. In addition, his deep understanding of Carvana's business, operations, and risks provide the Board with important background and expertise. This knowledge and experience gives Mr. Garcia the insight necessary to
combine the responsibilities of strategic development and execution along with management of day-to-day operations.
SELF EVALUATION
Our Compensation and Nominating Committee conducts an annual performance evaluation to determine whetherassess the performance of the Board, its committees, and directors, and to determine how to make the directors are functioning effectively.Board even more effective. This includes survey materials as well as conversations betweenamong each director, the lead director, and the lead director.Chairman. The evaluation focuses on the Board’s and the committees’ contributions to Carvanaoversight of Carvana's business and has an enhanced focus on areas in which the Board or management believes that the Board function could improve.
As part of the annual Board self-evaluation, the Board evaluates whether the current leadership structure continues to be appropriate for Carvana and its stockholders. Our corporate governance guidelines provide the flexibility for our Board to modify our leadership structure in the future, as the Board deems appropriate.
RISK OVERSIGHT
The Board, as a whole and through the Audit Committee, oversees our risk management program, which is designed to identify, evaluate, and respond to our high priority risks and opportunities. The Board sets the tone at the top as it relates to enterprise risk management and encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day operations. This includes oversight not only over the nature and management of the most significant risks to Carvana, but also over the level of risk appropriate for Carvana at any given time. The risk management program facilitates constructive dialog at the senior management and boardBoard level to proactively realize opportunities and manage risks. Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full board. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of our Company and provides regular updates to the Audit Committee and the full Board on identified high priority risks and opportunities within the risk management program, and regularly provides a more in depthin-depth report on select topics, such as cybersecurity, Carvana's compliance management system, regulatory trends, and monitoring of Carvana's Integrity Line, including response planning and the program’s major initiatives. These updates include risks applicable in the short, medium, and long-term, and cover both individual Company specific risks and larger trends in the industry and risk landscape.
While our Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees.
•Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board. Our Audit Committee monitors our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Additionally, our Audit Committee establishes policies and procedures for the receipt and retention of accounting-related complaints and concerns, and discusses the scope and result of the audits with our independent registered public accounting firm. The Audit Committee is also responsible
for ensuring sufficient oversight of our cybersecurity risk exposures and leads the full Board in periodic reviews of the adequacy and effectiveness of our information security program and internal controls, including quarterly and ad hoc updates of cybersecurity risks, initiatives, and key metrics.
•Our Compensation and Nominating Committee oversees the design and implementation of our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they encourage excessive risk-taking. Our Compensation and Nominating Committee identifies best practices relating to corporate governance, and recommends corporate governance principles to the Board, including the development and periodic review of a set of corporate governance guidelines. Additionally, our Compensation and Nominating Committee develops membership criteria for the Board and its committees and also assists the Board in its oversight of human capital management, including corporate culture, diversity and inclusion, recruiting, retention, attrition, talent management, career development and progression, succession, and employee relations.
CODE OF ETHICSBUSINESS CONDUCT AND CONDUCTETHICS
We have adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting.reporting, as well as an additional code of ethics for senior financial officers. Our code of business conduct and ethics isand code of ethics for senior financial officers are available on our website at investors.carvana.com/corporate-governance/governance-documents. We intend to disclose any amendments to the codecodes or waivers of itstheir requirements on our website.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationships exist betweenDuring 2023, the members of our Boardthe Compensation and Nominating Committee were Mr. Sullivan, Ms. Parikh, Mr. Platt, and Mr. Quayle. None of the members of the Compensation and Nominating Committee (a) was an officer or employee of the Company or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries, or (c) had any related party relationships requiring disclosure under Item 404 of Regulation S-K. During 2023, no executive officer of the Company served as a member of the board of directors or on the compensation committee of any other company.company whose executive officers or directors serve or served as a member of our Board or Compensation and Nominating Committee.
COMMUNICATIONS BY STOCKHOLDERS AND OTHER INTERESTED PARTIES WITH THE BOARD OF DIRECTORS
Stockholders and other interested parties may contact an individual director, the lead director,Lead Director, the Board as a group, or a specified boardBoard committee or group, including the non-managementindependent directors as a group, by sending regular mail toto:
Carvana Co.
300 E. Rio Salado Pkwy
Tempe, AZ 85281
ATTN: Board of Directors
or by email at leaddirector@carvana.com.
Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. Carvana will receive the communications and process them before forwarding them to the addressee. Carvana may also refer communications to other departments within Carvana. Carvana generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding Carvana.
DIRECTOR COMPENSATION
Prior to our IPO, none of our directors received compensation as a director from us. We have designed our non-employee director compensation program to achieve the following objectives:
a.align directors’ interests with the long-term interests of our shareholders;stockholders;
b.attract and retain outstanding director candidates with diverse backgrounds and experiences; and
c.recognize the substantial time commitment required to serve as a Carvana director.
The Compensation and Nominating Committee reviews the Company’s director compensation program periodically.yearly, and periodically conducts an analysis of director compensation with our independent compensation consultant. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us.us, beyond what they receive for their service on the Board, as described below. Members of the Board who are employees of Carvana do not receive compensation for their service on the Board. The following
table presents summary information regarding the total compensation awarded to, earned by, and paid to our non-employee directors for the year ended December 31, 2021:2023:
| | Name | Name | Fees earned or paid in cash ($) | Stock awards ($) (1) | Total ($) | Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2) | Total ($) |
| Ira Platt | Ira Platt | $ | 150,000 | | $ | 181,883 | | $ | 331,883 | |
| Gregory Sullivan | Gregory Sullivan | $ | 150,000 | | $ | 181,883 | | $ | 331,883 | |
| Dan Quayle | Dan Quayle | $ | 125,000 | | $ | 181,883 | | $ | 306,883 | |
| Michael Maroone | Michael Maroone | $ | 150,000 | | $ | 181,883 | | $ | 331,883 | |
| Neha Parikh | Neha Parikh | $ | 140,000 | | $ | 181,883 | | $ | 321,883 | |
(1) The directors' annual retainers and retainers for committee membership, committee chairs, and lead director (as described below under Non-Employee Director Compensation Structure, the "Retainers") for the first quarter of 2023 were paid in cash. As discussed below, the directors elected to exchange the remainder of their 2023 and first quarter 2024 cash compensation for an award of restricted stock units ("RSUs"), and the amount of cash exchanged for equity has been excluded from this column. These amounts also include all cash paid to Mr. Maroone and Ms.
Parikh as compensation for their service on the Special Litigation Committee, as discussed below.
(2) The amounts reported in the Stock Awards column represent the grant date fair value on March 22, 2021, of the restricted stock units ("RSUs") granted to the non-employee directors during the year ended December 31, 2021are presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts represent:
(i) An annual grant (the "Annual Grant") of RSUs to the non-employee directors, during the year ended December 31, 2023. The grant date fair value of the Annual Grant made to each non-employee director on April 21, 2023 was $162,442. As disclosed in the table below, the annual grant of RSUs for each non-employee director, similar to 2020,Annual Grant was calculated at a fair market value of $180,000, based on the 10-day trailing average closing stock price on March 19, 2021. In 2021, this amount cameApril 21, 2023 and was paid in 19,956 RSUs. The Annual Grants will vest on May 1, 2024, subject to 664the non-employee director's continued service on the Board as of such date.
(ii) Directors were given the option to receive the Retainers for the second, third, and fourth quarters of 2023 and the first quarter of 2024 in either cash or as an award of RSUs. All directors chose to receive their respective Retainers as an Award of RSUs (the "Retainer Grant"). This column includes the Retainer Grant for the second, third, and fourth quarters of 2023 and the first quarter of 2024 for each non-employee director, which vested immediately upon grant on April 21, 2023 and was calculated at the fair market values listed below based on the 10-day trailing average closing stock price on April 21, 2023 as follows:
(A) Mr. Platt's Retainer Grant (comprising the annual retainer and the retainers for being the chair of the Audit Committee and membership on the Compensation and Nominating Committee) was calculated at a fair market value of $150,000 and paid in 16,630 RSUs. The grant date fair value of Mr. Platt's Retainer Grant on April 21, 2023 was $135,368.
(B) Mr. Sullivan's Retainer Grant (comprising the annual retainer and the retainers for being the chair of the Compensation and Nominating Committee and membership on the Audit Committee) was calculated at a fair market value of $150,000 and paid in 16,630 RSUs. The grant date fair value of Mr. Sullivan's Retainer Grant on April 21, 2023 was $135,368.
(C) Mr. Quayle's Retainer Grant (comprising the annual retainer and the retainer for membership on the Compensation and Nominating Committee) was calculated at a fair market value of $125,000 and paid in 13,859 RSUs. The grant date fair value of Mr. Quayle's Retainer Grant on April 21, 2023 was $112,812.
(D) Mr. Maroone's Retainer Grant (comprising the annual retainer and the retainers for membership on the Audit Committee and for serving as Lead Director) was calculated at a fair market value of $150,000 and paid in 16,630 RSUs. The grant date fair value of Mr. Maroone's Retainer Grant on April 21, 2023 was $135,368.
(E) Ms. Parikh's Retainer Grant (comprising the annual retainer and retainers for membership on the Compensation and Nominating Committee and the Audit Committee)
was calculated at a fair market value of $140,000 and paid in 15,522 RSUs. The grant date fair value of Ms. Parikh's Retainer Grant on April 21, 2023 was $126,349.
NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE
As of December 31, 2021,2023, we compensated our non-employee directors according to the following structure:
| | | | | |
| Description | Amount |
| |
| Annual retainer | $110,000 |
Annual retainer | $110,000 |
| Annual grant | Grant of 66419,956 restricted stock units having a fair market value of $180,000, based on the 10-day trailing average closing stock price on March 19, 2021,April 21, 2023, that vests 100% after approximately one (1) year.on May 1, 2024. |
| Additional retainer for chair of committee | $25,000 for Audit Committee; $25,000 for Compensation and Nominating Committee |
Additional retainer for lead directorLead Director | $25,000 |
| Additional retainer for non-chair committee members | $15,000 for Audit Committee; $15,000 for Compensation and Nominating Committee |
Additionally, when Ms. Parikh was appointedAs described above, each director elected to receive the Board in April 2019, she received a one-timeRetainers for the second, third, and fourth quarters of 2023 and the first quarter of 2024 as an award of RSUs, having a fair market valuewhich are reflected in the table above. When paid in cash, the Retainers for the first quarter of $150,000 based2024 would be reported for the year ending December 31, 2024. However, since the Retainers were granted as RSUs, they are reportable for the year ended December 31, 2023 and as such the table above shows amounts for both first quarter 2023 paid in cash and the first quarter of 2024 paid in RSUs.
In 2023, each of Mr. Maroone and Ms. Parikh also received, in cash, the sum of $4,000 per month from January through June, as well as the sum of $2,000 in July for service on the stock closing price as of April 18, 2019 that vests one-third annually over three (3) years.Special Litigation Committee in connection with previously disclosed derivative stockholder litigation. All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of our Board and related committees and otherwise attend to our business.
DIRECTOR AND CEO STOCK OWNERSHIP GUIDELINES
The minimum Company stock ownership guidelines for non-employee directors isrequire that non-employee directors hold Company stock with a fair market value equal to at least five (5) times the amount of the annual retainer paid by the Company, not including retainers paid for serving as the lead directorLead Director or as the chair or member of a committee, within five (5) years of being namedappointed as a
director. For the CEO, the minimum Company stock ownership guideline isguidelines require that the CEO hold Company stock with a fair market value equal to at least six (6) times base salary within five (5) years of being named inappointed to the role. TheCompliance is measured on an annual basis, as of the end of each calendar year. These guidelines serve to align the interests of our directors to those of our stockholders.
Under this formula, the current ownership requirement is $550,000 (5 x $110,000) of Company stock for non-employee directors, and $4,545,000$5,580,000 (6 x $757,500)$930,000) of Company stock for our CEO. Under these guidelines, directors elected at our IPO would have until April 2022 to comply with this requirement and Ms. Parikh, who joined the Board in April 2019, would have until April 2024 to meet this requirement. Each director is expected to continue to meet the ownership requirement for as long as he or she serves as a director of the Board. All non-employee directors and our CEO are in compliance with these guidelines asAs of the date of this proxy statement, all of the directors, including our CEO, were in compliance with these guidelines. Further details regarding the Company stock ownership guidelines and acceptable forms of ownership thereunder may be found on our website at investors.carvana.com/corporate-governance/governance-documents. The contents of our website are not incorporated by reference in this proxy statement.
EXECUTIVE OFFICERS
Below is a list ofThe following table sets forth the names, ages, positions, and a brief account of the business experiencepositions of the individuals who serve as executive officers of Carvana Co. as of May 3, 2022:of March 11, 2024:
| | | | | | | | |
| Name | Age | Position |
| Ernest Garcia III | 3941 | President, Chief Executive Officer and Chairman |
| Mark Jenkins | 4345 | Chief Financial Officer |
| Benjamin Huston | 3941 | Chief Operating Officer |
| Ryan Keeton | 4445 | Chief Brand Officer |
| Daniel Gill | 3941 | Chief Product Officer |
| Paul Breaux | 3840 | Vice President, General Counsel, and Secretary |
| Tom Taira | 5153 | President, Special Projects |
Ernest Garcia III is the presidentPresident and CEO of Carvana and the chairmanChairman of our Board. His biography can be found above under “Board of Directors and Corporate Governance – Continuing Directors.Director Nominees.”
Mark Jenkins has served as our Chief Financial Officer since July 2014. Prior to joining Carvana, Mr. Jenkins was a professor in the finance department at the Wharton School of the University of Pennsylvania from 2009 to 2014, where his teaching and research focused on consumer and corporate credit markets. While at Wharton, Mr. Jenkins was responsible for teaching courses in the undergraduate, MBA, and executive education programs on corporate restructuring, corporate credit, and leveraged finance. Prior to his time at Wharton, Mr. Jenkins worked at the Brattle Group from 2001 to 2004, an economic consulting firm, where he focused on corporate valuation and demand forecasting in technology markets. Mr. Jenkins received a Ph.D. in economics from Stanford University and a B.S.E. from Duke University in mathematics and civil engineering.
Benjamin Huston co-founded Carvana and has served as our Chief Operating Officer since our inception in 2012. Prior to joining Carvana, Mr. Huston co-founded Looterang, a card-linking platform that enabled personalized deals to be automatically administered through consumer credit or debit cards, in 2011. Mr. Huston was CEO of Looterang from 2011-2012.2011 to 2012. From 2008 to 2011, Mr. Huston served as an associate at Latham and Watkins LLP, a full-service global law firm, where he focused on regulatory affairs. Mr. Huston holds a J.D. from Harvard Law School and a B.A. in American studies from Stanford University.
Ryan Keeton co-founded Carvana and has served as our Chief Brand Officer since our inception in 2012. Prior to joining Carvana, Mr. Keeton was a principal at the Montero Group, a strategic consultancy firm, from 2010 to 2012, where he advised global public and private companies on strategic and business initiatives. From 2008 to 2010, Mr. Keeton served as Director of Strategic Marketing for George P. Johnson, a global marketing agency. Mr. Keeton holds a B.A. in English and American literature and language from Harvard University.
Daniel Gill has served as our Chief Product Officer since March 2015, overseeing all technology functions, as well as strategic partnerships for the business. Prior to joining Carvana, Mr. Gill spent his career in both enterprise software and consumer internet businesses. Mr. Gill served as Head of Strategy and Business Development for Inflection from May 2014 to March 2015. He co-founded and served as CEO of Huddler from 2007 until the company’s acquisition by Wikia in May of 2014. Mr. Gill holds a degree in biology from Stanford University.
Paul Breaux has served as our Vice President, General Counsel, and Secretary since August 2015. Prior to joining Carvana, Mr. Breaux practiced law at the Houston, Texas office of the firm Andrews Kurth LLP (now Hunton Andrews Kurth LLP) from 2008 to 2015. While at Andrews Kurth, Mr. Breaux’s representative experience encompassed a broad range of general business transactions matters. Mr. Breaux holds a J.D. from Harvard Law School, a B.A. in Plan II Honors from The University of Texas at Austin, and a B.B.A. in finance from The University of Texas at Austin.
Tom Taira has served as President, Special Projects since October 2018. Prior to joining Carvana, Mr. Taira was the co-founder and CEO of Propel AI, which was acquired by Carvana in 2018. In 2005, Mr. Taira co-founded TrueCar, Inc. and from 2005 until 2018 he served in various roles at TrueCar, Inc. including Chief Product Officer, Chief Strategy Officer, and President. BetweenFrom 2009 to 2010, Mr. Taira co-founded and served as CEO of Honk LLC, an automotive social media website, which was acquired by TrueCar. He has also been a Directordirector and founding team member at various automotive startups, including Model E, a vehicle subscription service, and Build-to-Order, a new American automotive manufacturer. Mr. Taira began his automotive career at Toyota Motor Sales, U.S.A. where he served as eBusiness Strategy Manager. Mr. Taira holds a B.A. in Social Sciences from the University of California, Irvine and an M.B.A. from Georgetown University.
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation objectives and design, our compensation-setting process, our executive compensation program components, and the decisions made in 20212023 with respect to our CEO, chief financial officer (our "CFO"), and our three other most highly compensated executive officers for the year ended December 31, 2021,2023, who have been designated as our “named executive officers” under Item 402 of Regulation S-K (each, an "NEO"“NEO” and collectively, the “NEOs”):
| | | | | |
| Named Executive Officer | Position |
| Ernest Garcia III | President, Chief Executive Officer, and Chairman |
| Mark Jenkins | Chief Financial Officer |
| Benjamin Huston | Chief Operating Officer |
| Daniel Gill | Chief Product Officer |
| Tom Taira | President, Special Projects |
This CD&A may contain statements regarding future individual and Company performance targets and goals. These targets and goals should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
EXECUTIVE SUMMARY
COMPANY PERFORMANCE HIGHLIGHTS
20212023 was a successful year of significant progress and momentum for Carvana. We had another year of impressive growthcontinued our 2022 focus on initiatives to bolster unit economics and drive fundamental operating efficiency.Carvana was able to rapidly decrease expenses while optimizing for volume flexibility and continuing to improve customer experiences. Despite the challenging macroeconomic and used vehicle industry environment, the Company was able to reach all-time highs in revenue, retail units sold,profitability and total customers served. We again achieved a record in ourdeliver exceptional quarterly and yearly gross profit per unit ("GPU") results. Despite carrying the costs of significant excess capacity for future growth, we were able to set company record unit economics, decreasing selling, general, and for the first time, we reached positive EBITDA for the fiscaladministrative ("SG&A") expense by $940 million year excluding one-time items, as further described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Our growth has few historical precedents andover year. Throughout this period, our highest priority continues to make us one of the fastest-growing technology, consumer, or retail companies atbe providing exceptional customer experiences while improving efficiency and maximizing our scale.
The highlights of our 2021 performance include:
•Positive EBITDA for the full year, excluding one-time items;
•74% increaseinfrastructure to support efficient growth in retail units sold, from 244,111 to 425,237;as shown in the following highlights:
•129% revenue growth, from $5.6 billion to $12.8 billion;
•81.0% population coverage, up from 73.7%;
•3 additional car vending machines, bringing our total from 27 to 30;
•a $1,285 increase in gross profit per unit from $3,252 to $4,537;
•improvement in net loss margin from (8.3%) to (2.2%);
•improvement in EBITDA margin from (4.6%) to (0.0%); and
Note that EBITDA and EBITDA margin are non-GAAP measures. A description of these measures and a reconciliation of these measures to the nearest comparable GAAP measure can be found in the annex of this proxy statement.
•threeA $2,489 increase in GAAP GPU from $3,022 in 2022 to $5,511 in 2023, and a $2,647 increase in Non-GAAP GPU from $3,337 in 2022 to $5,984 in 2023, despite an overall decrease in revenues and retail units sold.
•Net income (loss) margin was 1.4% in 2023, an increase from (21.3)% in 2022, while Adjusted EBITDA margin was 3.1% in 2023, an increase from (7.7)% in 2022.
•We completed a series of offers whereby we exchanged $5.520 billion of senior unsecured notes for new senior secured notes or cash, reducing total principal balance of debt outstanding by over $1.325 billion, extending maturities, and decreasing our required cash interest payments, thereby providing significant flexibility to execute our plan of driving positive free cash flow.
•Five year shareholder return of 608.6%61.8%, significantly outperforming shown below in relation to our peer group companies (see “Competitiveness of our Compensation Program” below) as an index as well as the S&P 500 and S&P 500 Retailing Indices.
Note that Adjusted EBITDA margin and Non-GAAP GPU are non-GAAP measures. A description of these measures and a reconciliation of these measures to the most closely comparable GAAP measure can be found in Annex A of this proxy statement.
CORPORATE GOVERNANCE HIGHLIGHTS REGARDING EXECUTIVE COMPENSATION
We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive
compensation philosophy. The following summarizes our executive compensation and related governance policies and practices:
| | | | | | | | |
WHAT WE DO | | WHAT WE DO NOT DO |
A significant portion of compensation is "at risk" and tied to long-term Company performance | | No discretionary or guaranteed incentive payments |
Market-based executive compensation levels are reviewed by Compensation and Nominating Committee annually | | No new or legacy excise-tax gross-up provisions |
An independent compensation consultant is retained to evaluate our executive compensation and make recommendations | | No option repricing without stockholder consent |
| | Short term incentives |
| | Executives are prohibited from hedging |
We believe that we have designed executive compensation plans that effectively support our strategic and financial goals and support innovation and performance. We design our executive compensation program to create a culture of teamwork and areby directly tiedtying compensation plans to the performance of the Company and shareholder outcomes. We will continue to utilize rigorous governance processes to monitor and evaluate the compensation programs as well as implement best practices in compensation governance. Wegovernance, and we welcome shareholder feedback on our programs. The following summarizes our executive compensation and related governance policies and practices:
| | | | | | | | |
| WHAT WE DO | | WHAT WE DO NOT DO |
✓ A significant portion of compensation is "at risk" and tied to long-term Company performance
| | x No discretionary or guaranteed incentive payments |
✓ The Compensation and Nominating Committee annually reviews market-based executive compensation levels
| | x No excise-tax gross-up provisions |
✓ Retain an independent compensation consultant to evaluate our executive compensation and make recommendations | | x No option repricing without stockholder consent |
✓ Adopted a clawback policy to ensure accountability | | xWe do not focus on short-term employee rewards at the expense of long-term corporate gains |
| | x Executives are prohibited from hedging |
COMPENSATION OBJECTIVES AND PRINCIPLES
Carvana seeks to create and maintain a culture of teamwork and high performance. Our executive compensation programs are one of the tools we utilize to accomplish this objective. Philosophically, we aim to treat our executives fairly when considering:
a.the complexity of their jobs,
b.the market for their executive talent,
c.their individual performance,
d.the financial and strategic performance of the Company,
e.the Company's interest in retaining and motivating the executives, and
e.f.the need to retain the executives.continually changing environment in which we operate.
Within that framework, it is critical that we meet our objectives to:
a.attract and retain the best executive talent to support our profitability initiatives and long-term growth,
b.align the interests of our executives with those of our shareholders,stockholders, and
c.provide incentives that are linked directly to our path to profitability and long-term strategies.
We expect that our executives will in aggregate be paid fairly compared to the compensation peer group approved by the Compensation and Nominating Committee, considering Company performance, individual performance, tenure, and experience.
COMPENSATION SETTING PROCESS
ROLE OF COMPENSATION AND NOMINATING COMMITTEE AND CHIEF EXECUTIVE OFFICER IN SETTING EXECUTIVE COMPENSATION
The Compensation and Nominating Committee has responsibility for overseeing the design, development, and implementation of the compensation program for our CEO and other NEOs. The committeeCompensation and Nominating Committee evaluates the performance of our CEO and the performance of the other executive officers. Our CEO assists the Compensation and Nominating Committee in evaluating the performance of our other executive officers,executives, including the NEOs, other thanin consultation with and upon the CEO.recommendation of our CEO and an independent compensation consultant. Our CEO does not participate in certain portions of committeeCompensation and Nominating Committee meetings or meetings of the Board whenin which his compensation is discussed and determined, anddetermined. Additionally, our CEO has requested that his total compensation be set significantly below the market median due to his significant ownership interest in our Company.
Based on these assessments, the members of the Compensation and Nominating Committee, each of whom is an independent director, make the final compensation decisions for the NEOs other than the CEO, and make recommendations to the Board for the CEO’s compensation. The Board then makes the final decision for the CEO’s compensation.
INDEPENDENT COMPENSATION ADVISORCONSULTANT
Our Compensation and Nominating Committee believes that independent advice is important in developing Carvana’s executive compensation programs. Since September 2017, the Compensation and Nominating Committee has engaged Korn Ferry as its independent compensation consultant to advise on executive compensation matters. All work performed by the independent compensation consultant regarding our executive compensation program is tasked and overseen directly by the Compensation and Nominating Committee. Our management provides additional information and analyses to the Compensation and Nominating Committee at the Compensation and Nominating Committee’s direction.
In addition to advising on our executive compensation program, Korn Ferry, at the request of and in service to the Compensation and Nominating Committee, provided certain other compensation advisory services for 20212023 compensation, including assistance with establishing a compensation peer group, benchmarking executive compensation, designing aggregate broad based equity usage (including run rate and total dilution), outlining peer group
short- and long-term incentive practices, and reviewing the narrative disclosure in this Compensation Discussion and Analysis.
Korn Ferry does not provide any other material services to Carvana Co.Carvana. The Compensation and Nominating Committee has assessed the independence of Korn Ferry pursuant to the NYSE rules and concluded that Korn Ferry’s work for the Compensation and Nominating Committee did not raise any conflicts of interest.
CONSIDERATION OF THE SAY-ON-PAY VOTE
We last held a non-binding, advisory vote to approve the compensation of our NEOs, commonly referred to as the “say-on-pay” vote, at our 2021 Annual Meeting2023 annual meeting of Shareholders,stockholders, as required by Section 14A of the Securities Exchange Act of 1934.Act. Our advisory resolution to approve the compensation of our NEOs received substantial majority support from shareholdersstockholders with over 99.8%99.3% “For” votes of votes cast. We take this result as support that our executive compensation program and practices are reasonable and well-aligned with shareholder expectations. Nevertheless, we review our overall approach to executive compensation periodically and we expect that the specific direction, emphasis, and components of our executive compensation program will continue to evolve, as will our process for establishing executive compensation.
COMPETITIVENESS OF OUR COMPENSATION PROGRAM
Our executive compensation program is designed so that the sum of base pay plus total long-term compensationall components is competitive with market practices. Market practices—or benchmarks—are based on peer-group data and compensation survey data.
The Compensation and Nominating Committee, with the assistance of its compensation consultant, Korn Ferry, reviewed and selected potential peer companies based on revenue size, industry focus, growth rates, complexity of operations, customer base, and market for talent. Many of our direct industry competitors are either privately heldprivately-held companies or are larger than us in revenue size, although very few have had our historical growth trajectory. The Compensation and Nominating Committee further reviewed and revised the Company's peer group to reflect our online business model, revenue size, and complexity of operations. With the assistance of its compensation consultant, the Compensation and Nominating Committee approved the following compensation peer group in order to determine market pay levels and pay practices for fiscal year 2021:2023:
| | | | | | | | | | | | | | |
| • | AutoNation, Inc. | | • | | | | | | | | | | | | CarMax, Inc. |
| • | WayfairBest Buy Co Inc. | | • | • | The Aaron's Company,XPO Logistics, Inc. |
| • | Advance Auto Parts, Inc. | | • | Lululemon Athletica Inc. |
• | Tractor Supply Company | | • | Zillow Group, Inc. |
| • | AsburyDollar General Corp. | | • | Lithia Motors, Inc. |
| • | Genuine Parts Co. | | • | Uber Technologies, Inc. |
| • | Opendoor Technologies Inc. | | • | eBay Inc. |
| • | Penske Automotive Group Inc. | | • | • | Lyft,Expedia Group, Inc. |
| • | Ulta Beauty,Wayfair Inc. | |
| • | GoDaddy Inc. |
• | Williams-Sonoma, Inc. | | • | IAC/InterActiveCorp |
• | Chewy, Inc. | | • | RH |
• | Knight-Swift Transportation Holdings Inc. | | • | Floor & Decor Holdings, Inc.
|
The Compensation and Nominating Committee expects to continue to review our compensation peer group on an annual basis, considering changes in our size and business and the businesses of the companies in the peer group.
The Compensation and Nominating Committee also uses compensation survey data in its evaluation of executive pay for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Compensation and Nominating Committee in evaluating fiscal year 20212023 compensation levels, the Compensation and Nominating Committee
reviewed both peer-group proxy data and information from survey databases, utilizing appropriate subsets based on the size of the company.
COMPENSATION COMPONENTS
In accordance with our overall compensation philosophy and program, executives are provided with a mix of base salary, long-term incentives, performance-based incentives, and employee benefits. Our compensation philosophy places a significant portion of the potential total compensation for each NEO “at risk” such that compensation will vary based on the performance of Carvana.Carvana and its achievement of certain key profitability metrics. Variable, time-based compensation is a component of compensation for mostmany of our employees, but a higher proportion of our NEOs’ compensation is at risk than that of our general employee population. As shown in the pay mix chart below, our compensation program is designed to be highly performance-based. An average of approximately 82.7%84.4% of our NEO’sNEOs' approved compensation is tied to our stock price performance. This includes 66.2% of our NEOs' approved compensation, which is granted through stock options and time-based RSUs, and an additional approximately 18.2%, which is granted through performance-based RSUs tied to the achievement of certain financial performance metrics relating to the Company's efficiency initiatives, as further discussed below. This combines for an average of approximately 84.4% of total compensation "at risk" based on Company performance.
The following table describes the material elements of compensation and the objectives of each element:
| | | | | | | | | | | | | | |
| PROGRAM | | DESCRIPTION | | | | | | | | | | | | | OBJECTIVES |
PROGRAM | | DESCRIPTION | | OBJECTIVESANNUAL COMPENSATION: |
ANNUAL COMPENSATION: |
| Base Salary | • | Ongoing cash compensation based on executive officer's role, responsibilities, competitive market positioning, and individual performance. | • | Attract and retain qualified key managerial talent. |
| • | Recognize sustained individual performance. |
| | | | |
| | | |
| LONG-TERM COMPENSATION: |
| | | |
LONG-TERM COMPENSATION: |
Long TermLong-Term Incentive Program | • | A long-term incentive program using time-based awards.restricted stock units and stock options. | • | Focus executives on long-term Company performance and long-term financial and strategic success. |
| • | Retention.Retention of key talent. |
| • | Align employee and stockholder interests via stock ownership. |
| PERFORMANCE-BASED COMPENSATION: |
| Performance-Based Equity Award Program | • | A performance-based incentive program using restricted stock units vesting on specified performance metrics. | • | Tie executive compensation to direct measures of the Company's success in its strategy and operating plan. |
| | | • | Recognize executive performance relating to milestones in the Company's path to profitability. |
BASE SALARY
The base salaries for the NEOs are reviewed annually by the Compensation and Nominating Committee. Individual salaries are determined based upon a combination of factors, including the scope of responsibilities, individual preferences, performance, and experience, our Company’s performance, relative shareholder return, an individual's potential for making contributions to future companyCompany performance, and competitive pay practices.practices at comparable companies. The committeeCompensation and Nominating Committee considers all these factors in determining base salary increases and does not assign a specific weighting to any individual factor.
In February 2021,2023, the Compensation and Nominating Committee reviewed the base salaries of our executive officers, including our NEOs, taking into consideration the factors described above. Following this review, the Compensation and Nominating Committee determined to alter the mix between base salary and equity compensation to put more of the NEO's pay at-risk. The committee also determined to slightly increase the base salarypercentage of total compensation at-risk in order to accommodate a performance-based equity component to further align compensation with the current Company strategy. To facilitate this shift, and in consideration of the chief product officer to maintain the competitiveness of this compensation element.
Ernest Garcia III, our CEO, had a 2019, 2020, and 2021 base salary of $885,000, $767,000, and 757,500, respectively. Mark Jenkins, our chief financial officer, had a 2019, 2020, and 2021 base salary of $735,000, $745,000, and $742,500, respectively. Benjamin Huston, our chief operating officer, had a 2019, 2020, and 2021 base salary of $735,000, $745,000, and $742,500, respectively. Daniel Gill, our chief product officer, had a 2019, 2020, and 2021 base salary of $645,000, $654,000, and $667,500, respectively. Tom Taira, our president of special projects, had a 2021 base salary of $877,500.
As disclosed in our Shareholder Letter dated May 6, 2020, in response to the COVID-19 pandemic, management and the Board recommended andfactors discussed above, the Compensation and Nominating Committee agreed,determined to contributemaintain the base salary of each of the NEOs at its 2022 target level.
| | | | | | | | | | | |
| Base Salary for the Year Ended |
| Name and Principal Position | 2023 | 2022 | 2021 |
| Ernest Garcia III - Chief Executive Officer | $ | 930,000 | | $ | 930,000 | | $ | 757,500 | |
| Mark Jenkins - Chief Financial Officer | $ | 923,000 | | $ | 923,000 | | $ | 742,500 | |
| Benjamin Huston - Chief Operating Officer | $ | 923,000 | | $ | 923,000 | | $ | 742,500 | |
| Daniel Gill - Chief Product Officer | $ | 825,000 | | $ | 825,000 | | $ | 667,500 | |
| Tom Taira - President, Special Projects | $ | 1,014,000 | | $ | 1,014,000 | | $ | 877,500 | |
As disclosed in the Company's Current Report on Form 8-K, dated May 10, 2022, Messrs. Garcia, Jenkins, Huston, and Gill volunteered to forego their salaries for a portion of executive officers' 2020 annual base salaries2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. Approximately 65% of Messrs. Garcia, Jenkins, Huston, and each Board member's 2020 annual retainer to our disaster relief program, the "We're All in This Together Fund" (the "Fund"). Approximately 49% of each NEO’sGill's annual base salary went to the Fund,was waived, and as a result the actual base salary received by each NEOof these NEOs significantly decreased overall in 20202022 from the amounts stated above, andwhich decrease is reflected in the Summary Compensation Table below.
LONG-TERM INCENTIVE PROGRAM
The Compensation and Nominating Committee believes that stock-based performance compensation is essential to align the interests of Carvana’s management and its shareholdersstockholders in enhancing the long-term value of our equity and to encourage executives to remain with the Company. Due to the Compensation and Nominating Committee's focus on long-term growth, we do not have short-term incentives in the majority of executive pay mix.compensation is tied to long-term stock price. This structure is
reviewed by the Compensation and Nominating Committee annually and may change in the future. Among the varied types of equity awards the Compensation and Nominating Committee is authorized to use under the equity plan, stock options are the ones that the Compensation and Nominating Committee has determined are preferable for use with NEOs, because their value is more leveraged to future value appreciation and depends upon a future increase in the value of our common stock. The committee also has determined that time-based restricted stock unitRSU grants to NEOs may be used for the purposes of retention or recognition of outstanding performance in part because restricted stock unitsRSUs are less volatile than stock options. During 20212023, the Company granted stock options and time-based RSUs under the Company's 2017 Omnibus Incentive Plan (the(as amended, the "Plan"). as part of its long-term incentive compensation program. In addition, as described in greater detail below, the Company also granted performance-based restricted stock units (“PSUs”) that vest upon the attainment of specified performance milestones. Because these awards vested or will vest at the time the applicable milestone is achieved, we discuss these awards separately from our long-term incentives.
20212023 Stock Option GrantGrants
For fiscal year 2021,2023, the Compensation and Nominating Committee determined to award time-based stock options to each NEO to provide an award that has a value dependent upon a future increase in the value of our Class A common stock.
For the 20212023 annual grant of stock options, the Compensation and Nominating Committee targeted a grant value equal to approximately 62.0%49.6% of each executive's total direct compensation, or 75% of each executive's long-term incentive compensation. The options were granted on February 14, 2021. Mr. Garcia was granted 18,044 options ($3,219,213 grant date value), Messrs. Jenkins and Huston were each granted 17,687 options ($3,155,521 grant date value), Mr. Gill was granted 15,900 options ($2,836,704 grant date value), and Mr. Taira was granted 9,973 options ($1,779,273 grant date value).22, 2023. All of these grants of these options vest 25% on April 1, 20222024 and in 36 equal monthly installments thereafter, subject to each grantee's continued employment.
| | | | | | | | |
| 2023 Stock Option Grants |
| Name and Principal Position | Number of Options Granted | Grant Date Fair Value |
| Ernest Garcia III - Chief Executive Officer | 500,000 | | $ | 3,470,000 | |
| Mark Jenkins - Chief Financial Officer | 498,513 | | $ | 3,459,680 | |
| Benjamin Huston - Chief Operating Officer | 498,513 | | $ | 3,459,680 | |
| Daniel Gill - Chief Product Officer | 445,786 | | $ | 3,093,755 | |
| Tom Taira - President, Special Projects | 269,838 | | $ | 1,872,676 | |
2021
2023 Time-Based GrantRSU Grants
For fiscal year 2021,2023, the Compensation and Nominating Committee also granted to each NEO a time-based RSU award. For the award, the Compensation and Nominating Committee targeted a grant value equal to approximately 20.7%16.6% of each NEO’s total direct compensation, or 25% of
each NEO’s long-term incentive compensation. The RSUs were granted on February 14, 2021. Mr. Garcia was granted 3,625 RSUs ($1,073,181 grant date value), Messrs. Jenkins and Huston were each granted 3,554 RSUs ($1,052,162 grant date value), Mr. Gill was granted 3,195 RSUs ($945,880 grant date value), and Mr. Taira was granted 2,004 RSUs ($593,284 grant date value).22, 2023. All of the grants of these grantsRSUs will, subject to continued service, vest 25% on April 1, 20222024 and in 36 equal monthly installments thereafter.
2019 and 2020 Performance and Time Contingent Grant
| | | | | | | | |
| 2023 Time-Based RSU Grants |
| Name and Principal Position | Number of RSUs Granted | Grant Date Fair Value |
| Ernest Garcia III - Chief Executive Officer | 99,549 | | $ | 1,002,458 | |
| Mark Jenkins - Chief Financial Officer | 98,736 | | $ | 994,272 | |
| Benjamin Huston - Chief Operating Officer | 98,736 | | $ | 994,272 | |
| Daniel Gill - Chief Product Officer | 88,292 | | $ | 889,100 | |
| Tom Taira - President, Special Projects | 53,444 | | $ | 538,181 | |
As previously disclosed, for fiscal years 2019 and 2020, the Compensation and Nominating Committee granted blended performance and time contingent
2023 PERFORMANCE-BASED RSU awards (the "2019 Award" and the "2020 Award"). Both the 2019 Award and the 2020 Award were subject to continued employment and the Company's achievement of positive EBITDA for a calendar quarter (the "Performance Trigger"). On October 29, 2020, the Company filed its Form 10-Q for the third quarter of 2020 reporting positive EBITDA. Accordingly,GRANTS
In 2023, the Compensation and Nominating Committee determined thatto add performance-based equity compensation into the Performance Triggerexecutive equity mix, in order to support Carvana's efficiency initiatives and tie executive incentives to key metrics of Company success. The Compensation and Nominating Committee approved the level of potential awards, identified appropriate performance measures, and determined the financial targets of each measure, with recommendations from the CEO with regard to the Non-CEO NEOs. The Compensation and Nominating Committee further made recommendations to the Board as to each of these metrics for the 2019 AwardCEO's compensation, and the 2020 Award had been achieved. The 2019 Award vested 39.6% on November 1, 2020CEO's final compensation decision was determined by the full Board, excluding the CEO. In setting the performance goals, the Compensation and Nominating Committee considered the remaining amount vestsmetrics most reflective of Company success, and therefore aligned with the interests of the stockholders. Over the course of 2022 and 2023, the Company shifted its strategic focus to efficiency initiatives to bolster unit economics and drive our business to positive core free cash flow.
This path to profitability is broken down into three steps:
(1) Drive business to positive Adjusted EBITDA;
(2) Drive business to significant Adjusted EBITDA per retail unit sold; and finally
(3) Return to growth.
These steps were our top management objective in 29 equal installments2023, and these were the primary metrics we used in evaluating our own performance and when communicating our results to investors. In order to support these company objectives, the Compensation and Nominating Committee determined to grant PSUs contingent on the firstachievement of the month thereafter. The 2020 Awardfollowing two metrics (the "PSU Vesting Metrics"):
Positive Adjusted EBITDA
50% of the PSUs awarded in 2023 vested 25%upon the filing of a Quarterly Report on April 1, 2021Form 10-Q or an Annual Report on Form 10-K reflecting positive Adjusted EBITDA for a calendar quarter ending on or before December 31, 2023 (the "Adjusted EBITDA PSUs"). Adjusted EBITDA was defined as net income (loss) plus income tax expense, interest expense, other (income) expense, net, depreciation and amortization in cost of sales and SG&A, goodwill impairment, all share-based compensation including the remaining amount vestsCEO Milestone Gift in 36 equal monthly installmentscost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants. (See “Certain Relationships and Related Party Transactions—Contribution Agreement” for more information on the firstCEO Milestone Gift). The table below sets forth the number and grant date fair value of the month thereafter.Adjusted EBITDA PSUs granted to our NEOs in 2023:
| | | | | | | | |
| 2023 Adjusted EBITDA PSU Awards |
| Name and Principal Position | Number of PSUs Granted | Grant Date Fair Value |
| Ernest Garcia III - Chief Executive Officer | 53,091 | | $ | 534,626 | |
| Mark Jenkins - Chief Financial Officer | 52,663 | | $ | 530,316 | |
| Benjamin Huston - Chief Operating Officer | 52,663 | | $ | 530,316 | |
| Daniel Gill - Chief Product Officer | 47,090 | | $ | 474,196 | |
| Tom Taira - President, Special Projects | 33,399 | | $ | 336,328 | |
The Adjusted EBITDA PSUs vested upon the filing of the Company's Quarterly Report on Form 10-Q on July 19, 2023, which attained the Positive Adjusted EBITDA vesting metric.
Positive Core Free Cash Flow
50% of the PSUs awarded in 2023 vest contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Core Free Cash Flow for a calendar quarter ending on or before December 31, 2025 (the "Core Free Cash Flow PSUs"). Core Free Cash Flow is defined as Adjusted EBITDA minus capital expenditures and interest expense. The table below sets forth the number and grant date fair value of the Core Free Cash Flow PSUs granted to our NEOs in 2023:
| | | | | | | | |
| 2023 Core Free Cash Flow PSU Awards |
| Name and Principal Position | Number of PSUs Granted | Grant Date Fair Value |
| Ernest Garcia III - Chief Executive Officer | 53,091 | | $ | 534,626 | |
| Mark Jenkins - Chief Financial Officer | 52,663 | | $ | 530,316 | |
| Benjamin Huston - Chief Operating Officer | 52,663 | | $ | 530,316 | |
| Daniel Gill - Chief Product Officer | 47,089 | | $ | 474,186 | |
| Tom Taira - President, Special Projects | 33,399 | | $ | 336,328 | |
As of the date hereof, the Core Free Cash Flow PSUs have not vested.
PERQUISITES AND BENEFITS
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we did not provide perquisites to our executive officers in 2021,2023, including our NEOs, except thatas follows: each of the NEOs, along with certain other employees, can use one of the Company inventory vehicles (which generally will be replaced every three years); each of the NEOs, along with many of our employees, may use a company-provided cellular phone; and each of the NEOs, along with all of our employees, may participate in our 401(k) match benefit which is based on salary.salary; and finally, in 2022 all of our employees, including the NEOs, were eligible to participate in the Carvana "Own the Road" program, through which employees receive gifts for certain tenure milestones with the Company.
We do not expect that any future perquisites or other personal benefits will be a significant aspect of our executive compensation program. All future practices with respect to perquisites or other personal benefits will be approved and remain subject to periodic review by the Compensation and Nominating Committee.
TERMINATION, SEVERANCE, AND CHANGE IN CONTROL BENEFITS
We do not have employment or severance agreements with our executives. In the event of a change in control for either Carvana Co. or Carvana Group, any payment due to the NEOs would be governed by the NEOs' individual equity award agreements made under the Carvana Co. 2017 Omnibus Incentive Plan (the "Plan") and the Carvana Group, LLC Equity Incentive Plan (the "Carvana Group Plan").Plan. The Compensation and Nominating Committee believes that payments to NEOs in the event of a change in control as governed by these agreements benefit stockholders by providing an important incentive to NEOs to remain focused on running the business in the case of a pending or actual change in control event.
In the event of a Change in Control of Carvana Co. (as the term is defined in the Plan) and if an NEO is terminated involuntarily without Cause (as the term is defined in the Plan) within twenty-four months following the Change in Control, then all outstanding unvested stock options and time contingenttime-based RSUs of the NEO granted by our 2018, 2019, 2020, and 2021 equity award agreements will become fully exercisable and vested. An NEO whose employment is terminated because of death or disability will have one year from the time of termination to exercise any then-vested options, instead of
the usual 90 days, provided that such exercise must occur prior to the expiration date of the options. If an NEO’s employment is terminated due to the NEO's disability, and that NEO later dies within a year of such termination, the legal representative of the NEO’s estate may exercise the options within the earlier period of the one year anniversary of the date of death and the expiration date of the options.
Further, in the case of a Change in Control prior to the vesting date, any PSUs will become vested in a proportionate number of PSUs based on the Company's progress toward attainment of the applicable PSU Vesting Metric as of the end of the calendar quarter immediately preceding the date of the closing of the transaction or event that results in the Change in Control. The number of PSUs that would vest in a Change in Control would be equal to the total number of PSUs granted, multiplied by a percentage based on the Company's progress towards the attainment of the applicable PSU Vesting Metric.
Each NEO is also required to comply with the restrictive covenants set forth in each individual equity award agreement. All NEOs are subject to confidentiality obligations pursuant to their award agreements. In addition, Messrs. Garcia, Jenkins, Huston, and HustonTaira are subject to non-competition provisions during the NEO's employment and for a period of 18 months after termination. Messrs. Garcia, Jenkins, Huston, and HustonTaira are also required to comply with non-solicitation and non-interference obligations during the NEO's employment and for a period of 12 months after termination.
In the event of a Change in Control of Carvana Group (as the term is defined in the Carvana Group Plan) all outstanding unvested Class B Unit awards held by participants in the Carvana Group Plan, whose employment has not previously been terminated, will accelerate in full, subject to certain escrow demand rights held by a purchaser of control of Carvana Group.
Except for these arrangements described above, none of our NEOs have entered into any plans, arrangements or agreements with Carvana providing for payments upon termination of employment or change in control of Carvana, other than payments generally available to all salaried employees that do not discriminate in scope, terms, or operation in favor of the executive officers of Carvana.
COMPENSATION-RELATED POLICIES
COMPENSATION RECOVERY (“CLAWBACK”) POLICY
In 2018, theThe Compensation and Nominating Committee approvedadopted a revised Clawback Policy, effective as of July 25, 2023, which complies with recently-adopted SEC and NYSE rules. As required by SEC and NYSE rules, the adoption of a “clawback” policy, which would provide for the clawback or recoupment of anyClawback Policy requires Carvana to recover erroneously awarded incentive-based compensation granted, earned, or vested that is tied to performance metrics,(as defined therein) from current and former executive officers in the event of an accounting restatement resulting from material noncompliancecertain restatements of financial information. The Company is required to recover compensation in accordance with certain financial reporting requirements that reveals thatthe Clawback Policy except in very limited circumstances, such performance (or levelas when the direct cost of performance) was not achieved.recovery would exceed the amount recovered. The Compensation and Nominating Committee believes the Clawback Policy is in the best interests of Carvana as it reinforces the Company’s pay-for-performance compensation philosophy. The foregoing is intended to be a summary only. To review a copy of our Clawback Policy in its entirety, please refer to Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2023.
POLICY REGARDING HEDGING AND PLEDGING OF COMPANY STOCK
Carvana’s insidersecurities trading policy prohibits all employees from buying or selling Carvana securities while aware of material nonpublic information and prohibits the disclosure of material nonpublic information to others who then trade in our securities. As part of this policy, certain other Carvana-securities-relatedCarvana securities-related transactions by directors, officers and other employees are also prohibited or subject to specific notice and pre-approval requirements. The policy is premised on the belief that even in those circumstances where the proposed transaction may not constitute a violation of law or applicable regulations, it is nonetheless inappropriate for any director, officer, or other employee to engage in short-term or speculative transactions in our securities which may be viewed as reducing their incentive to improve our performance or inconsistent with the objectives of our stockholders in general. Therefore, it is our policy that directors, officers, and other employees may not engage in any transactions involving our securities which constitute short sales, puts, calls, or other similar derivative securities. The policy also prohibits certain other transactions, including hedging or monetization transactions—e.g., zero-cost collars, forward sale contracts, and arrangements pledging company securities as collateral for a loan (without adequate assurance of other available assets to satisfy the loan).
COMPENSATION AND RISK
We believe that our compensation programs create appropriate incentives to drive sustained, long-term increases in shareholder value. These programs have been designed and administered in a manner that discourages undue risk-taking by employees. Relevant features of these programs include:
•Focus on weighting compensation toward four-year and greater vesting schedules of equity awards;
•individual NEO pay generally set at market competitive levels against comparable executive roles at an appropriate set of peer companies, except the CEO, who has compensation significantly below market levels due to his significant ownership interest in us;
•no employment agreements with executive officers; and
•restrictions on trading in Carvana Class A common stock to reduce insider trading compliance risk, as well as prohibitions on pledging and hedging Carvana capital stock.
In light of these features, we conclude that the risks arising from our executive and employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
TAX AND ACCOUNTING IMPLICATIONS
Carvana considers the tax and accounting aspects of the elements of compensation we offer in determining the most effective method for compensating our executives. This includes, but is not limited to, Section 162(m) of the Internal Revenue Code and the regulations thereunder. Section 162(m) generally limits the tax deduction available to public companies for annual compensation paid to the CEO and certain other NEOs in excess of $1 million.
Prior to 2017 tax legislation, this $1 million deduction limit did not apply to compensation that qualified as “performance-based.” However, as of result of 2017 tax legislation, this “performance-based” exemption was eliminated, unless such compensation qualifies for transition relief (relating to written binding contracts in effect on November 2, 2017, which were not subsequently materially modified). Therefore, certain compensation paid under our existing equity plans and certain of our long-term equity awards originally designed with the intent that such amounts qualify as “performance-based” compensation may not be deductible in the future. Although theThe Compensation and Nominating Committee may consider the effectgenerally designs our compensation program such that Section 162(m) and the potential lack of deductioncompensation paid to our NEOs can qualify for amounts paid in excess of the deduction limit may have on Carvana,available income tax deductions. However, the Compensation and Nominating Committee continues to retain flexibility to make compensation decisions, in the exercise of its business judgment, that are based on factors that it determines to be appropriate (as determined by the Compensation and Nominating Committee in its sole discretion) to enable Carvana to continue to attract, retain, reward, and motivate its highly-qualified executives. This flexibility may include amending or modifying the design elements of our historical compensation programs.
COMPENSATION AND NOMINATING COMMITTEE REPORT
The Compensation and Nominating Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Committee recommended to the Carvana, Co. Board of Directors that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and incorporated by reference into Carvana Co.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2023.
Respectfully submitted by:
Gregory Sullivan (Chair)
Ira Platt
Dan Quayle
Neha Parikh
COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for the past three fiscal years.
| | Name and Principal Position | Name and Principal Position | Year | Salary | | Stock awards | Option awards | | All other compensation | Total | |
| ($)(3) | | ($)(1) | | ($)(2) | ($) | |
| Name and Principal Position | |
| | ($)(1) | |
| ($)(1) | |
| Ernest Garcia III | |
| Ernest Garcia III | |
| Ernest Garcia III | Ernest Garcia III | 2021 | $ | 757,500 | | | $ | 1,073,181 | | $ | 3,219,213 | | | $ | 451 | | $ | 5,050,345 | | |
| Chief Executive Officer | Chief Executive Officer | 2020 | $ | 411,752 | | | $ | 545,811 | | $ | 1,636,881 | | | $ | — | | $ | 2,594,444 | | |
| 2019 | $ | 885,000 | | | $ | 522,925 | | $ | 1,549,203 | | | $ | — | | $ | 2,957,128 | | |
| Chief Executive Officer | |
| Chief Executive Officer | |
| 2021 | |
| 2021 | |
| 2021 | |
| Mark Jenkins | |
| Mark Jenkins | |
| Mark Jenkins | Mark Jenkins | 2021 | $ | 742,500 | | | $ | 1,052,162 | | $ | 3,155,521 | | | $ | 22,469 | | $ | 4,972,652 | | |
| Chief Financial Officer | Chief Financial Officer | 2020 | $ | 384,395 | | | $ | 530,302 | | $ | 1,590,544 | | | $ | 24,541 | | $ | 2,529,782 | | |
| 2019 | $ | 735,000 | | | $ | 434,283 | | $ | 1,286,618 | | | $ | 23,657 | | $ | 2,479,558 | | |
| Chief Financial Officer | |
| Chief Financial Officer | |
| 2021 | |
| 2021 | |
| 2021 | |
| Benjamin Huston | |
| Benjamin Huston | |
| Benjamin Huston | Benjamin Huston | 2021 | $ | 742,500 | | | $ | 1,052,162 | | $ | 3,155,521 | | | $ | 18,886 | | $ | 4,969,069 | | |
| Chief Operating Officer | Chief Operating Officer | 2020 | $ | 376,010 | | | $ | 530,302 | | $ | 1,590,544 | | | $ | 18,294 | | $ | 2,515,150 | | |
| 2019 | $ | 735,000 | | | $ | 434,283 | | $ | 1,286,618 | | | $ | 22,921 | | $ | 2,478,822 | | |
| Chief Operating Officer | |
| Chief Operating Officer | |
| 2021 | |
| 2021 | |
| 2021 | |
| Daniel Gill | |
| Daniel Gill | |
| Daniel Gill | Daniel Gill | 2021 | $ | 667,500 | | | $ | 945,880 | | $ | 2,836,704 | | | $ | 18,871 | | $ | 4,468,955 | | |
| Chief Product Officer | Chief Product Officer | 2020 | $ | 332,850 | | | $ | 465,432 | | $ | 1,395,797 | | | $ | 20,819 | | $ | 2,214,898 | | |
| 2019 | $ | 645,000 | | | $ | 381,128 | | $ | 1,129,067 | | | $ | 13,819 | | $ | 2,169,014 | | |
| Chief Product Officer | |
| Chief Product Officer | |
| 2021 | |
| 2021 | |
| 2021 | |
| Tom Taira | |
| Tom Taira | |
| Tom Taira | Tom Taira | 2021 | $ | 877,500 | | | $ | 593,284 | | $ | 1,779,273 | | | $ | 45,883 | | $ | 3,295,940 | | |
| President, Special Projects | President, Special Projects | | | | | |
| President, Special Projects | |
| President, Special Projects | |
| 2021 | |
| 2021 | |
| 2021 | |
(1) As discussed above, certain NEOs volunteered to forego their salaries for a portion of 2022, which carried through to the first pay period of 2023. The amount reported as salaries for the NEOs for 2022 and 2023 show the base salary for each NEO approved by the Board and the Compensation and Nominating Committee in February 2022 and 2023 (for Mr. Garcia $930,000; for Messrs. Jenkins and Huston $923,000; and for Mr. Gill $825,000) adjusted for the amount each NEO voluntarily waived, as discussed above under “Compensation Components – Base Salary”. These amounts represent the actual salary each NEO received for 2022 and 2023 and the actual compensation received by each NEO for 2022 and 2023.
(2) The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs, PSUs, and stock options granted to the NEOs during the years presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in computing the grant date fair values may be found in Note 12, “Equity-Based Compensation” included in the audited financial statements contained in the Company’sCarvana's Annual Report on Form 10-K for 2023, Item 8, Note 13 — Equity-Based Compensation. Amounts include RSUs and stock options that vest over the year ended December 31, 2021.course of four years, and PSUs vesting on the achievement of certain financial metrics, as further discussed above.
(2)(3) The following items were included in “All Other Compensation” for 2019, 2020,2021, 2022, and 2021: | | | | | | | | | | | | | | | | | | | | |
| Name | Year | 401(k) Plan Company Match(i) | Incremental Cost of Company Car(ii) | Cellphone Expense(iii) | Vacation Payout(iv) | Total |
| Ernest Garcia III | 2021 | $ | — | | $ | — | | $ | 451 | | $ | — | | $ | 451 | |
| 2020 | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| 2019 | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| Mark Jenkins | 2021 | $ | 3,480 | | $ | 18,500 | | $ | 489 | | $ | — | | $ | 22,469 | |
| 2020 | $ | 5,510 | | $ | 18,500 | | $ | 531 | | $ | — | | $ | 24,541 | |
| 2019 | $ | 4,655 | | $ | 18,500 | | $ | 502 | | $ | — | | $ | 23,657 | |
| Benjamin Huston | 2021 | $ | 3,480 | | $ | 14,750 | | $ | 656 | | $ | — | | $ | 18,886 | |
| 2020 | $ | 2,865 | | $ | 14,750 | | $ | 679 | | $ | — | | $ | 18,294 | |
| 2019 | $ | 7,280 | | $ | 14,750 | | $ | 891 | | $ | — | | $ | 22,921 | |
| Daniel Gill | 2021 | $ | 6,960 | | $ | 11,250 | | $ | 661 | | $ | — | | $ | 18,871 | |
| 2020 | $ | 8,893 | | $ | 11,250 | | $ | 676 | | $ | — | | $ | 20,819 | |
| 2019 | $ | 1,828 | | $ | 11,250 | | $ | 741 | | $ | — | | $ | 13,819 | |
| Tom Taira | 2021 | $ | 6,960 | | $ | — | | $ | — | | $ | 38,923 | | $ | 45,883 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Name | Year | 401(k) Plan Company Match($)(i) | Incremental Cost of Company Car($)(ii) | Cellphone Expense($)(iii) | Own the Road($)(iv) | Unused Vacation Payment($)(v) | Total |
| Ernest Garcia III | 2023 | $ | — | | $ | — | | $ | 712 | | $ | — | | $ | — | | 712 | |
| 2022 | $ | — | | $ | — | | $ | 557 | | $ | — | | $ | — | | $ | 557 | |
| 2021 | $ | — | | $ | — | | $ | 451 | | $ | — | | $ | — | | $ | 451 | |
| Mark Jenkins | 2023 | $ | 2,558 | | $ | 18,500 | | $ | 624 | | $ | — | | $ | — | | $ | 21,682 | |
| 2022 | $ | 2,056 | | $ | 18,500 | | $ | 551 | | $ | — | | $ | — | | $ | 21,107 | |
| 2021 | $ | 3,480 | | $ | 18,500 | | $ | 489 | | $ | — | | $ | — | | $ | 22,469 | |
| Benjamin Huston | 2023 | $ | 3,623 | | $ | 14,750 | | $ | 782 | | $ | — | | $ | — | | $ | 19,155 | |
| 2022 | $ | 2,056 | | $ | 14,750 | | $ | 1,384 | | $ | 404 | | $ | — | | $ | 18,594 | |
| 2021 | $ | 3,480 | | $ | 14,750 | | $ | 656 | | $ | — | | $ | — | | $ | 18,886 | |
| Daniel Gill | 2023 | $ | 5,639 | | $ | — | | $ | 1,071 | | $ | — | | $ | 44,424 | | $ | 51,134 | |
| 2022 | $ | 3,081 | | $ | — | | $ | 821 | | $ | — | | $ | — | | $ | 3,902 | |
| 2021 | $ | 6,960 | | $ | 11,250 | | $ | 661 | | $ | — | | $ | — | | $ | 18,871 | |
| Tom Taira | 2023 | $ | 7,488 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 7,488 | |
| 2022 | $ | 4,050 | | $ | — | | $ | — | | $ | — | | $ | 43,800 | | $ | 47,850 | |
| 2021 | $ | 6,960 | | $ | — | | $ | — | | $ | — | | $ | 38,923 | | $ | 45,883 | |
(i) Represents discretionary matching contributions under our 401(k) Plan.
(ii) The incremental cost of the company car to us has been calculated based on the depreciation value of the vehicle.
(iii) Represents the cost of company-paid cell phone and related service.
(iv) Represents taxable wages for service award(s) received pursuant to the Company's Own the Road program, through which all employees receive gifts for certain tenure milestones with the Company.
(v) Represents vacation payout of time accrued and unused at year end, paid out as required by California law.
(3) The amount reported as salaries for the NEOs for 2020 show the base salary for each NEO approved by the Board and the Compensation and Nominating Committee in February 2020 (for Mr. Garcia $767,000; for Messrs. Jenkins and Huston $745,000; and for Mr. Gill $645,000) adjusted for the amount each NEO contributed to the Fund as discussed above under “Compensation Components - Base Salary”. These amounts represent the actual salary each NEO received for 2020 and the actual compensation received by each NEO for 2020.
GRANTS OF PLAN-BASED AWARDS
| | Name | Name | Grant Date | | | All other stock awards: Number of shares of stock or units (#)(1) | | All other option awards: Number of securities underlying options (#)(2) | | Exercise or base price of option awards ($/sh) | | Grant date fair value of stock and option awards(3) | Name | Grant Date | | Estimated possible payouts under equity incentive plan awards(1) | | All other stock awards: Number of shares of stock or units (#)(2) | | All other option awards: Number of securities underlying options (#)(3) | | Exercise or base price of option awards ($/sh) | | Grant date fair value of stock and option awards(4) |
| | Ernest Garcia III | Ernest Garcia III | 2/14/2021 | | | 3,625 | | | — | | | $ | — | | | $ | 1,073,181 | |
| 2/14/2021 | | | — | | | 18,044 | | | $ | 296.05 | | | $ | 3,219,213 | |
| Ernest Garcia III | |
| Ernest Garcia III | |
| 2/22/2023 | |
| Mark Jenkins | Mark Jenkins | 2/14/2021 | | | 3,554 | | | — | | | $ | — | | | $ | 1,052,162 | |
| 2/14/2021 | | | — | | | 17,687 | | | $ | 296.05 | | | $ | 3,155,521 | |
| 2/22/2023 | |
| Benjamin Huston | Benjamin Huston | 2/14/2021 | | | 3,554 | | | $ | — | | | $ | 1,052,162 | |
| 2/14/2021 | | | — | | | 17,687 | | | $ | 296.05 | | | $ | 3,155,521 | |
| 2/22/2023 | |
| Daniel Gill | Daniel Gill | 2/14/2021 | | | 3,195 | | | — | | | $ | — | | | $ | 945,880 | |
| 2/14/2021 | | | — | | | 15,900 | | | $ | 296.05 | | | $ | 2,836,704 | |
| 2/22/2023 | |
| Tom Taira | Tom Taira | 2/14/2021 | | | 2,004 | | | — | | | $ | — | | | $ | 593,284 | |
| 2/14/2021 | | | — | | | 9,973 | | | $ | 296.05 | | | $ | 1,779,273 | |
| 2/22/2023 | |
(1) The amounts in these columns represent the number of shares that were issued for awards of the Adjusted EBITDA PSUs that vested on the filing of the Company's Quarterly Report on Form 10-Q on July 19, 2023, and the number of shares that would be issued for awards of PSUs under the Core Free Cash Flow PSUs if the performance metric is met, as more fully described above under "Compensation Discussion and Analysis—2023 Performance-Based Compensation." There are no threshold or maximum levels for the awards of PSUs.
(2) The amounts in this column represent the number of shares that would be issued for awards of RSUs which are scheduled to vest 25% on April 1, 20222024 and in 36 monthly installments thereafter, subject to the grantee's continued employment, as more fully described above under “Compensation Discussion and Analysis—Long Term Incentive Program.”
(2)(3) Represents awards of stock options which are scheduled to vest 25% on April 1, 20222024 and in 36 monthmonthly installments thereafter, subject to the grantee’s continued employment, as more fully described above under “Compensation Discussion and Analysis—Long Term Incentive Program.”
(3)(4) The amounts reported in this column represent the grant date fair value of the options, RSUs, and RSUsPSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.
OUTSTANDING EQUITY AWARDS AT 20212023 FISCAL YEAR END
| | Option Awards | | Equity Awards |
| Option Awards | | | Option Awards | | Stock Awards |
| Name | Name | | Number of securities underlying unexercised options
(#) exercisable | Number of securities underlying unexercised options
(#) unexercisable | Option exercise price
($) | Option expiration date | | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Name | Number of securities underlying un-exercised options (#) exercisable | Number of securities underlying un-exercised options (#) un-exercisable | Option exercise price
($) | Option expiration date | | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($)(1) |
| Ernest Garcia III: | Ernest Garcia III: | | | | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | Non-qualified stock options (2) | | 18,044 | | $ | 296.05 | | 2/14/2031 | |
Non-qualified stock options (3) | Non-qualified stock options (3) | | 12,188 | | 17,062 | | $ | 88.62 | | 2/14/2030 | | — | | $ | — | |
Non-qualified stock options (4) | Non-qualified stock options (4) | | 42,951 | | 21,475 | | $ | 38.00 | | 2/25/2029 | | — | | $ | — | |
Non-qualified stock options (5) | Non-qualified stock options (5) | | 14,656 | | 1,332 | | $ | 44.21 | | 7/28/2028 | | — | | $ | — | |
Restricted stock units (6) | | 3,625 | | $ | 840,239 | |
Restricted stock units (7) | | — | | — | | $ | — | | | 1,166 | | $ | 270,267 | |
Non-qualified stock options (6) | |
Non-qualified stock options (7) | |
Restricted stock units (8) | |
Restricted stock units (9) | Restricted stock units (9) | | — | | — | | $ | — | | | 3,593 | | $ | 832,821 | |
Restricted stock units (8) | | — | | — | | $ | — | | | 4,529 | | $ | 1,049,777 | |
Restricted stock units (10) | |
Performance stock units (11) | |
Performance stock units (12) | |
| Mark Jenkins: | Mark Jenkins: | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | Non-qualified stock options (2) | | 17,687 | | $ | 296.05 | | 2/14/2031 | |
Non-qualified stock options (3) | Non-qualified stock options (3) | | 11,843 | | 16,579 | | $ | 88.62 | | 2/14/2030 | | — | | $ | — | |
Non-qualified stock options (4) | Non-qualified stock options (4) | | 35,671 | | 17,835 | | $ | 38.00 | | 2/25/2029 | | — | | $ | — | |
Non-qualified stock options (5) | Non-qualified stock options (5) | | 13,740 | | 1,249 | | $ | 44.21 | | 7/28/2028 | | — | | $ | — | |
Restricted stock units (6) | | 3,554 | | $ | 823,782 | |
Restricted stock units (7) | | — | | — | | $ | — | | | 1,093 | | $ | 253,346 | |
Non-qualified stock options (6) | |
Non-qualified stock options (7) | |
Restricted stock units (8) | |
Restricted stock units (9) | Restricted stock units (9) | | — | | — | | $ | — | | | 3,491 | | $ | 809,179 | |
Restricted stock units (8) | | — | | — | | $ | — | | | 3,761 | | $ | 871,762 | |
| Class B Units (11) | | — | | — | | $ | — | | | 6,667 | | $ | 1,156,271 | |
Restricted stock units (10) | |
Performance stock units (11) | |
Performance stock units (12) | |
| Benjamin Huston: | Benjamin Huston: | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | Non-qualified stock options (2) | | 17,687 | | $ | 296.05 | | 2/14/2031 | |
Non-qualified stock options (3) | Non-qualified stock options (3) | | 11,843 | | 16,579 | | $ | 88.62 | | 2/14/2030 | | — | | $ | — | |
Non-qualified stock options (4) | Non-qualified stock options (4) | | 35,671 | | 17,835 | | $ | 38.00 | | 2/25/2029 | | — | | $ | — | |
Non-qualified stock options (5) | Non-qualified stock options (5) | | 13,740 | | 1,249 | | $ | 44.21 | | 7/28/2028 | | — | | $ | — | |
Restricted stock units (6) | | 3,554 | | $ | 823,782 | |
Restricted stock units (7) | | — | | — | | $ | — | | | 1,093 | | $ | 253,346 | |
Restricted stock units (9) | | — | | — | | $ | — | | | 3,491 | | $ | 809,179 | |
Restricted stock units (8) | | — | | — | | $ | — | | | 3,761 | | $ | 871,762 | |
| Class B Units (11) | | — | | — | | $ | — | | | 6,667 | | $ | 1,156,271 | |
| Daniel Gill | |
Non-qualified stock options (2) | | 15,900 | | $ | 296.05 | | 2/14/2031 | |
Non-qualified stock options (3) | | 10,393 | | 14,549 | | $ | 88.62 | | 2/14/2030 | | — | | $ | — | |
Non-qualified stock options (4) | | 31,303 | | 15,651 | | $ | 38.00 | | 2/25/2029 | | — | | $ | — | |
Non-qualified stock options (5) | | 12,091 | | 1,099 | | $ | 44.21 | | 7/28/2028 | | — | | $ | — | |
Restricted stock units (6) | | 3,195 | | $ | 740,569 | |
| Restricted stock units (7) | | — | | — | | $ | — | | | 962 | | $ | 222,982 | |
Non-qualified stock options (6) | |
Non-qualified stock options (7) | |
Restricted stock units (8) | |
Restricted stock units (9) | Restricted stock units (9) | | — | | — | | $ | — | | | 3,064 | | $ | 710,205 | |
Restricted stock units (8) | | — | | — | | $ | — | | | 3,301 | | $ | 765,139 | |
| Class B Units (11) | | — | | — | | $ | — | | | 2,500 | | $ | 433,580 | |
| Tom Taira | |
Restricted stock units (10) | |
Performance stock units (11) | |
Performance stock units (12) | |
| Daniel Gill: | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | Non-qualified stock options (2) | | 9,973 | | $ | 296.05 | | 2/14/2031 | |
Non-qualified stock options (3) | Non-qualified stock options (3) | | 6,616 | | 9,262 | | $ | 88.62 | | 2/14/2030 | |
Non-qualified stock options (4) | Non-qualified stock options (4) | | 17,111 | | 10,556 | | $ | 38.00 | | 2/25/2029 | |
Non-qualified stock options (5) | Non-qualified stock options (5) | | 9,212 | | 5,714 | | $ | 52.66 | | 10/9/2028 | |
Restricted stock units (6) | | 2,004 | | $ | 464,507 | |
Non-qualified stock options (6) | |
Non-qualified stock options (7) | |
Restricted stock units (8) | |
Restricted stock units (9) | |
Restricted stock units (10) | Restricted stock units (10) | | 3,081 | | $ | 714,145 | |
Performance stock units (11) | |
Performance stock units (12) | |
| Tom Taira: | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | |
Non-qualified stock options (2) | |
Non-qualified stock options (3) | |
Non-qualified stock options (4) | |
Non-qualified stock options (5) | |
Non-qualified stock options (6) | |
Non-qualified stock options (7) | |
Restricted stock units (8) | |
Restricted stock units (9) | Restricted stock units (9) | | 1,950 | | $ | 451,991 | |
Restricted stock units (8) | | 2,226 | | $ | 515,965 | |
Restricted stock units (10) | |
Performance stock units (11) | |
Performance stock units (12) | |
(1) Amounts were determined based on the closing price of Carvana Co.’sCarvana's Class A common stock on December 31, 2021,29, 2023 of $231.79 and the applicable participation thresholds of our B4 Units (as defined below).$52.94. These values may not reflect the value actually realized by the NEOs upon vesting.
(2) These stock options vest 25% on April 1, 2022,2024, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(3) These stock options vestvested 25% on April 1, 2021,2023, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(4) These stock options vested 25% on April 1, 2020,2022, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(5) These stock options vested 25% on April 1, 2019,2021, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(6) These RSUs veststock options vested 25% on April 1, 2022,2020, and the remaining amount vestsvested in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(7) These RSUsstock options vested 25% on April 1, 2019, and the remaining amount vestsvested in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(8) These RSUs vest 25% on April 1, 2024, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(9) These RSUs vested 25% on April 1, 2023, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(10) These RSUs vested 25% on April 1, 2022, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(11) These PSUs met the Performance Trigger on October 29, 2020 when Carvana filed its Quarterly Report on Form 10-Q for the third quarter of 2020 reflecting positive EBITDA. As a result, these RSUsPSUs vested
39.6% 25% on NovemberApril 1, 2020,2021 and the remaining amount vests in 29 equal36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(9)(12) These RSUs metPSUs vest on the Performance Triggerdate that Carvana files a Quarterly Report on October 29, 2020 when Carvana filed its Form 10-Q foror an Annual Report on Form 10-K with the third quarter of 2020SEC reflecting positive EBITDA. AsCore Free Cash Flow (as defined above) for a result, these RSUs vested 25% on April 1, 2021 and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.fiscal quarter.
49
(10) These RSUs vested 25% on October 1, 2019, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
(11) These Class B Units (the “B4 Units”) were granted on April 27, 2017, with a participation threshold of $12.00; 20% vested on February 1, 2018, and the remaining amount vests in 48 equal monthly installments on the first of each month thereafter, subject to the grantee's continued employment.
OPTION EXERCISES AND STOCK VESTED
| | Option awards | | Stock Awards(1) |
| Option awards | | | Option awards | | Stock Awards(1) |
| Name | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | | Number of shares acquired on vesting (#) | Value realized on vesting ($) | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | | Number of shares acquired on vesting (#) | Value realized on vesting ($) |
| Ernest Garcia III | Ernest Garcia III | — | | — | | | 9,458 | | $ | 2,719,776 | |
| Mark Jenkins | Mark Jenkins | — | | — | | | 41,913 | | $ | 11,593,806 | |
| Benjamin Huston | Benjamin Huston | — | | — | | | 41,913 | | $ | 10,810,475 | |
| Daniel Gill | Daniel Gill | — | | — | | | 19,869 | | $ | 5,850,301 | |
| Tom Taira | Tom Taira | 12,500 | | 2,359,184 | | | 18,786 | | $ | 5,531,121 | |
(1) Amounts include RSUs and Class B Units. The number of shares and values were determined based on the closing price of Carvana Co.’sCarvana’s Class A common stock on each vesting date and, in the case of Class B Units, the applicable participation thresholds of our B4 Units (as defined above in the “Outstanding Equity Awards at 2021 Fiscal Year End” table) and of our Class B Units with a participation threshold equal to $0.00 (the "B1 Units"), $4.878 (the "B2 Units"), and $5.8114 (the "B3 Units").date.
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
As described in “Compensation Discussion and Analysis – Termination, Severance, and Change in Control Benefits” above, we do not have an employment or severance plan or agreement with any of our NEOs; however, our NEOs would be entitled to accelerated vesting of certain equity awards upon a change in control or the occurrence of the following scenarios,an involuntary termination without cause within 24 months of a change in control, with values calculated based on the Company's closing stock price on December 31, 2021:2023:
| | | | | | | | |
| Name | Accelerated Vesting on Change in Control (Without Termination) ($)(1) | Accelerated Vesting on an Involuntary Termination without Cause Within 24 Months of a Change in Control ($)(2) |
| Ernest Garcia III | $ | 2,126,066 | | $ | 27,118,268 | |
| Mark Jenkins | $ | 2,108,927 | | $ | 27,006,821 | |
| Benjamin Huston | $ | 2,108,927 | | $ | 27,006,821 | |
| Daniel Gill | $ | 1,885,712 | | $ | 24,150,204 | |
| Tom Taira | $ | 1,337,486 | | $ | 14,623,864 | |
| | | | | | | | |
| Name | Change in Control (Without Termination) ($)(1) | Involuntary Termination without Cause Within 24 Months of a Change in Control ($)(2) |
| Ernest Garcia III: | $ | — | | $ | 8,687,860 | |
| Mark Jenkins: | $ | 1,156,271 | | $ | 7,685,650 | |
| Benjamin Huston: | $ | 1,156,271 | | $ | 7,685,650 | |
| Daniel Gill: | $ | 433,580 | | $ | 6,739,298 | |
| Tom Taira: | $ | — | | $ | 5,900,979 | |
(1) Amounts in this column represent the value based on the Company’sCompany's closing stock price as of December 31, 2021,2023 of $52.94 and include the following:
•On a fully exchanged basis, the Class B Units (as described above under “Outstanding Equity Awards at 2021 Fiscal Year End”), thatThe PSUs granted in 2023 would vest uponon a Change In Control of Carvana Group, as long as the executive’s employment had not been previously terminated and subject to certain escrow demand rights held by a purchaser ofchange in control of Carvana Group.Co. in proportion to the progress made toward positive Core Free Cash Flow. Amounts in this column reflect the proportionate progress made as of December 31, 2023.
(2) Amounts in this column represent the value based on the Company's closing stock price as of December 31, 2021,2023, and include the following:
•All outstanding unvested time-based RSUs granted in 2018,2021, 2022, and 2023, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana Co.Carvana.
•All unvested stock options granted in 2018,2023, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana Co.Carvana.
•All unvested stock options granted in 2019, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana Co.
•All outstanding unvested RSUs granted in 2019, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana Co.
•All unvested stock optionsPSUs granted in 2020, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana Co.Carvana.
•
All outstanding unvested RSUs granted instock options from 2020, which2021, and 2022 would also become fully vested if the NEO or executive is involuntarily terminated without cause within 24 months of a change of control of Carvana Co.
•All unvested stock options granted in 2021, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana Co.Carvana. However, these amounts have not been included in the table above, because the stock options were out of the money as of December 31, 2023.
•All outstanding unvested RSUs granted in 2021, which would become fully vested if the executive is involuntarily terminated without cause within 24 months of a change of control of Carvana Co.
Each NEO is required to comply with the restrictive covenants set forth in each NEO's individual equity award agreement, which includes post-employment confidentiality obligations for all NEOs, and post-employment non-solicitation, non-competition, and non-interference obligations for Messrs. Garcia, Jenkins, and Huston. Please see “Compensation Discussion and Analysis – Termination, Severance, and
Change in Control Benefits” for a more detailed discussion regarding the acceleration and treatment of such equity awards.
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. We use grants of time-based stock options and RSUs to incentivize our NEOs to increase the value of our enterprise for our stockholders, and additionally use PSUs to tie executive incentives to key metrics in the Company's operating plan and future success. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s philosophy aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | Net Income (in millions)(7) | Adjusted EBITDA(8) | | |
Company Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | | |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | |
| 2023 | $ | 6,454,661 | | $ | 38,123,022 | | $ | 5,694,360 | | $ | 32,914,702 | | $ | 57.51 | | $ | 158.77 | | $ | 150 | | $ | 339 | | | | | | |
| 2022 | $ | 5,594,436 | | $ | (10,103,013) | | $ | 5,017,181 | | $ | (8,193,813) | | $ | 5.15 | | $ | 112.44 | | $ | (2,894) | | $ | (1,041) | | | | | | |
| 2021 | $ | 5,050,345 | | $ | 5,302,981 | | $ | 4,426,654 | | $ | 5,423,458 | | $ | 251.81 | | $ | 172.56 | | $ | (287) | | $ | 64 | | | | | | |
| 2020 | $ | 2,594,444 | | $ | 17,561,656 | | $ | 2,317,078 | | $ | 19,654,210 | | $ | 260.23 | | $ | 145.48 | | $ | (462) | | $ | (222) | | | | | | |
| | | | | | | | | | | | | |
(1) Mr. Garcia was our Chief Executive Officer in all years in question. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Garcia for each corresponding year in the “Total” column of the Summary Compensation Table (the “SCT”). Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”
(2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Garcia, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Garcia during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Garcia’s total compensation for each year to determine the compensation actually paid (all fair value amounts have been computed in accordance with FASB ASC Topic 718):
| | | | | | | | | | | | | | |
| Adjustments to Determine Compensation “Actually Paid” to the CEO | 2023 | 2022 | 2021 | 2020 |
| Total Compensation in the SCT | $ | 6,454,661 | | $ | 5,594,436 | | $ | 5,050,345 | | $ | 2,594,444 | |
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (2,071,711) | | (1,318,099) | | (1,073,181) | | (545,811) | |
| Deduction for Amounts Reported under “Option Awards” Column in the SCT | (3,470,000) | | (3,953,009) | | (3,219,213) | | (1,636,881) | |
| Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | 32,410,762 | | 90,575 | | 3,218,077 | | 6,944,199 | |
| Increase for Fair Value of Awards Granted During Year that Vest During Year | 2,962,478 | | — | | — | | — | |
| Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 1,517,897 | | (5,322,028) | | (547,408) | | 7,741,448 | |
| Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 318,935 | | (5,194,888) | | 1,874,361 | | 2,464,257 | |
| | | | |
| | | | |
| Compensation Actually Paid to the CEO | $ | 38,123,022 | | $ | (10,103,013) | | $ | 5,302,981 | | $ | 17,561,656 | |
(3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Garcia, who has served as our CEO since 2012) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Garcia) included for purposes of calculating the average amounts in each applicable year are as follows: Messrs. Jenkins, Huston, and Gill in all applicable years, Mr. Breaux in 2020, and Mr. Taira, who began serving as an NEO in 2021, for the years 2021, 2022, and 2023. All fair value amounts have been computed in accordance with FASB ASC Topic 718.
(4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Garcia), 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 NEOs as a group (excluding Mr. Garcia) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the
following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Garcia) for each year to determine the compensation actually paid (all fair value amounts have been computed in accordance with FASB ASC Topic 718):
| | | | | | | | | | | | | | |
| Adjustments to Determine Compensation “Actually Paid” to Non-CEO NEOs | 2023 | 2022 | 2021 | 2020 |
| Total Compensation in the SCT | $ | 5,694,360 | | $ | 5,017,181 | | $ | 4,426,654 | | $ | 2,317,078 | |
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (1,789,532) | | (1,130,904) | | (910,872) | | (487,033) | |
| Deduction for Amounts Reported under “Option Awards” Column in the SCT | (2,971,448) | | (3,378,284) | | (2,731,755) | | (1,460,713) | |
| Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | 27,783,053 | | 77,402 | | 2,730,942 | | 6,196,743 | |
| Increase for Fair Value of Awards Granted During Year that Vest During Year | 2,592,119 | | 3,789 | | — | | — | |
| Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 1,294,216 | | (4,317,174) | | (501,061) | | 9,833,238 | |
| Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 311,934 | | (4,465,823) | | 2,409,550 | | 3,254,897 | |
| | | | |
| | | | |
| Compensation Actually Paid to the Non-CEO NEOs | $ | 32,914,702 | | $ | (8,193,813) | | $ | 5,423,458 | | $ | 19,654,210 | |
(5) Cumulative Total Shareholder Return (“TSR”) is calculated based on a fixed investment of $100 at the measurement point, on the same cumulative basis as is used in Item 201(e) of Regulation S-K.
(6) The dollar amounts reported in column (g) represent 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. The peer group used for this purpose is the following published industry index: the Standard and Poor's 500 Retailing Index. The information reported for the years 2022, 2021, and 2020 reflect the correction of a clerical error in previously disclosed information.
(7) The dollar amounts reported in column (h) represent the amount of net income (loss) attributable to Carvana and Class A common stockholders reflected in the Company’s audited financial statements for the applicable year.
(8) Adjusted EBITDA is defined as net income plus income tax expense, interest expense, other (income) expense, net, depreciation and amortization in cost of sales and SG&A, goodwill impairment, all share-based compensation including the CEO Milestone Gift in cost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants and gain on debt extinguishment.
Analysis of the Information Presented in the Pay versus Performance Table
As discussed under the caption “Compensation Discussion and Analysis – Compensation Components,” an average of 84.4% of NEO compensation is tied to Carvana's stock performance in order to align the interests of Carvana’s management and its stockholders. This includes approximately 66.2% of NEO compensation granted in stock options and time-based RSUs, and a further 18.2% granted in PSUs tied to the achievement of financial metrics relating to goals in the Company's operating plan. NEO compensation is and has historically been highly performance based, in large part due to the variance in compensation actually paid based on the stock price, which is reflected in the Pay versus Performance chart above. The NEOs’ stock-based performance compensation is focused on long-term growth to enhance the long-term value of our equity. As shown in footnotes two and four above, this focus on stock price dependent compensation, combined with a long-term growth focus, has resulted in a large percentage of the value in the compensation actually paid being dependent on the change in fair value of equity awards from year to year. This is largely due to the grants of stock options and time-based RSUs to the CEO and other NEOs on a four-year vesting schedule, which render the yearly value of compensation actually paid highly responsive to changes in the Company’s stock performance. 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.
| | | | | | | | | | | |
| Change in Compensation and Performance Metrics |
| Compensation and Performance Metrics | 2023 | 2022 | 2021 |
| Compensation Actually Paid to CEO | 477% | (291)% | (70)% |
| Compensation Actually Paid to Non-CEO NEOs | 502% | (251)% | (72)% |
| | | |
| Carvana Total Shareholder Return | 1,017% | (98)% | (3)% |
| Peer Group Total Shareholder Return | 41% | (35)% | 19% |
| Net Income | 105% | (908)% | 38% |
| Adjusted EBITDA | 133% | (1,727)% | 129% |
Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and Cumulative TSR of the Peer Group
As demonstrated by the table above, the amount of compensation actually paid to Mr. Garcia and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Garcia) is aligned with the changes to the Company’s cumulative TSR between 2020 and 2023, and in the relative performance of Carvana's TSR in relation to its peer group. The Company’s stock price and TSR declined in 2021 and 2022, which led to a decrease in compensation actually paid to all of the NEOs, and conversely, when the stock price and TSR increased in 2023, the NEOs' compensation actually paid showed a corresponding increase. Carvana’s TSR decreased slightly in relation to its peer group in 2021, and decreased more significantly in 2022, followed by an increase in TSR, in relation to its peer group in 2023. Due to the influence of stock price on the equity compensation granted to the NEOs, these trajectories are correlated to the yearly changes in compensation actually paid to our CEO and the other NEOs.
Compensation Actually Paid and Net Income
As discussed above, stock price is a very large driver for the value of executive compensation, and while we have not used net income as a performance measure in our executive compensation program, Adjusted EBITDA was used as performance measure in 2023, as further discussed below. As demonstrated by the table above, while net income increased in 2021, the amount of compensation actually paid to Mr. Garcia and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Garcia) decreased in 2021, largely due to fluctuations in stock price. However, the compensation actually paid to Mr. Garcia, as well as to the other NEOs, is somewhat aligned with our net income between 2021 and 2023. The decrease in net income from 2021 to 2022 is accompanied by a decrease in compensation actually paid, due to the stock price impact on equity compensation. The increase in net income from 2022 to 2023 is similarly aligned with an increase in compensation actually paid, due in part to an increase in the Company's stock price, and in part due to the vesting of the Adjusted EBITDA PSUs, which helped partially align executive compensation with net income levels. Additionally, the Company's net income in each of 2022 and 2023 was significantly impacted by one-time events associated with goodwill impairment and debt cancellation, respectively, which in each year caused net income to deviate more significantly from Adjusted EBITDA than in historical years.
Compensation Actually Paid and Adjusted EBITDA
Positive Adjusted EBITDA is one of the two financial measures that the Compensation and Nominating Committee has set as vesting criteria under our 2023 PSU grants. Approximately 9.1% of the NEOs' compensation in 2023 was granted in the form of PSUs tied to the achievement of positive Adjusted EBITDA, as reflected on a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K for a calendar quarter ending on or before December 31, 2023. Another 9.1% of NEO compensation was also granted in the form of PSUs tied to the achievement of positive Core Free Cash Flow, on a longer timeline than the Adjusted EBITDA PSUs, as the positive Core Free Cash Flow metric must be reflected on a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K for a calendar quarter ending on or before December 31, 2025. The Company achieved positive Adjusted EBITDA for the fiscal quarter ending June 30, 2023, resulting in the vesting of the Adjusted EBITDA PSUs. In the years prior to 2023, Adjusted EBITDA was not a metric used in setting executive compensation, and the alignment between compensation actually paid and Adjusted EBITDA in those years largely mirrors the alignment with net income discussed above, due to fluctuations in stock price.
Tabular List of Carvana's most important metrics that link Compensation Actually Paid to the CEO and Other NEOs
The following list represents the only financial metrics used by Carvana to link compensation actually paid to our NEOs with our financial performance in 2023:
•Adjusted EBITDA
•Core Free Cash Flow
As disclosed above, Adjusted EBITDA was defined as net income (loss) plus income tax expense, interest expense, other (income) expense, net, depreciation and amortization in cost of sales and SG&A, goodwill impairment, all share-based compensation including the CEO Milestone Gift in cost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants. Core Free Cash Flow is defined as Adjusted EBITDA minus capital expenditures and interest expense.
Other Performance Measures
Finally, as a further tie between compensation actually paid and Company performance, Messrs. Garcia, Jenkins, Huston, and Gill volunteered to forego approximately 65% of their salaries in 2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. In addition, all of the NEOs in 2020 also waived portions of their base salaries in response to the COVID-19 pandemic, and approximately 49% of the NEOs' 2020 annual base salaries was contributed to our disaster relief program, the "We're All in This Together Fund". These voluntary measures further link the NEOs' compensation to the performance of the Company.
CEO PAY RATIO
The 20212023 annual total compensation of our median-compensated employee other than Mr. Garcia was $36,975.$41,693. We identified our median-compensated employee by calculating the annual salary of all our employees as of December 31, 2021,2023, annualized for those who joined Carvana during the year. Mr. Garcia’s 20212023 annual total compensation was $5,050,345,$6,454,661, as disclosed in the “Summary Compensation Table” above. The ratio of our median-compensated employee to Mr. Garcia is 1-to-137.1-to-155.
ITEM 2 - SAY-ON-PAY
We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis,” the “Summary Compensation Table,” and the related compensation tables and narrative. This item is being presented pursuant to Section 14A of the Exchange Act. Although this advisory vote is not binding, the Compensation and Nominating Committee will consider the voting results when evaluating our executive compensation program.
Our executive compensation programs are designed to support our long-term success, align the incentives of our executives with those of our stockholders, and reflect our pay-for-performance culture. Our Company has grown dramatically over the years. Our historical growth has few precedents and has made us over time one of the fastest-growing technology, consumer, or retail companies at our scale. In addition, we were able to successfully drive fundamental operating efficiency in 2023 and make significant progress in our path to profitability. We have a strong belief in promoting a pay-for-performance culture, and, accordingly, as described in the “Compensation Discussion and Analysis” of this Proxy Statement, the Compensation and Nominating Committee has structured our executive compensation program to tie total compensation to long-term stockholder value, as reflected primarily in our stock price, and to tie executive incentives to key metrics of Company success. We believe that our executive
compensation plans effectively support our strategic and financial goals, create a culture of teamwork, and are directly tied to the performance of the Company and stockholder outcomes.
You are being asked to approve the following resolution at the Annual Meeting:
RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative.
The Board recommends a vote “FOR” approval, on an advisory basis, of our executive compensation as described in this Proxy Statement.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTION
We have adopted a written policy with respect to the review, approval, and ratification of related party transactions. Under the policy, our Board is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, the disinterested members of our Board will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Board to consider, among other factors it deems appropriate:
a.the related person’s relationship to us and interest in the transaction;
b.the material facts of the proposed transaction, including the proposed aggregate value of the transaction;
c.the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;
d.the benefits to us of the proposed transaction;
e.if applicable, the availability of other sources of comparable products or services; and
f.an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.
The Board may approve transactions only approveif it determines that the transaction is on terms no less favorable in the aggregate than those transactions that are in or are not inconsistent with our best interests and those of our stockholders, as the Board determines in good faith.generally available to an unaffiliated third party under similar circumstances.
AMENDED AND RESTATED OPERATINGLLC AGREEMENT
In connection with the organizational transactions we effected in connection with our IPO, we amended and restated Carvana Group’s existing operating agreement, which we refer to as the “LLC Operating Agreement.” On October 2, 2018, Carvana Group, LLC amended theits LLC Agreement to create a class of non-convertible preferred units (the "Class A Non-Convertible Preferred Units"), effective September 21, 2018. The Class A Non-Convertible Preferred Units were created in connection with Carvana Co.'s issuance of the 2023 Notes in September 2018 and May 2019certain senior unsecured notes (see Carvana’s Annual Report on Form 10-K for 2021,2023, Item 8, Note 910 — Debt Instruments)Instruments and Note 11 — Stockholders' Equity (Deficit)). On October 2, 2020, Carvana Group further amended and restated theits LLC Agreement to
among other things, authorize the issuance of 1,100,000 Class A Non-Convertible Preferred Units to be sold to Carvana Co. in connection with the issuance of its 2025 Notes and 2028 Notes (see Carvana’s Annual Report on Form 10-K for 2021, Item 8 Note 10 — Stockholders' Equity) and authorize the issuance of additional Class A Non-Convertible Preferred Units, in each case in consideration for the capital contribution made or deemed to have been made by Carvana Co. of the net proceeds of senior notes issuances.
On September 1, 2023, we completed a series of transactions whereby we exchanged validly tendered senior unsecured notes issuances. On March 29, 2021, for newly issued senior secured notes (the "Exchange Offers"). Concurrently with the Exchange Offers, we also completed a cash tender offer to purchase any and all outstanding senior unsecured notes due October 1, 2025 (the "2025 Senior Unsecured Notes") for cash at a purchase price equal to 85.0% of the aggregate principal amount thereof (the "Cash Tender Offer" and together with the Exchange Offers, the "Offers"). Upon consummation of the Offers, the Company exchanged senior unsecured notes with an aggregate outstanding principal amount of $5.5 billion for $4.2 billion in aggregate principal amount of newly issued senior secured notes, paid $341 million in cash for validly tendered 2025 Senior Unsecured Notes, and paid $146 million in cash related to accrued and unpaid interest for validly
tendered senior unsecured notes. Additionally, the Company wrote off $66 million of debt issuance costs in connection with the Offers.
Carvana Group, LLC issued 0.6 millionCo. used the net proceeds from the issuance of its senior unsecured notes to purchase the Class A Non-Convertible Preferred Units, and, in the case of the senior secured notes, received Class A Non-Convertible Preferred Units upon the cancellation of units previously issued in connection with the issuance of its 2027 Notes, and on August 16, 2021, Carvana Group LLC issued approximately 0.8 million Class A Non-Convertible Preferred Units in connection with the issuance of its 2029 Notes (see Carvana’s Annual Report on Form 10-K for 2021, Item 8 Note 10 — Stockholders' Equity). Carvana Co. used its net proceeds from the 2023 Notes, the 2025 Notes and 2028 Notes, the 2027 Notes, and the 2029 Notes to purchase 600,000, 1,100,000, 600,000, and 800,000 Class A Non-Convertible Preferred Units, respectively. senior unsecured notes, as specified below:
| | | | | | | | | | | | | | | | | | | | |
| Date | Senior Notes Issuance | Class A Non-Convertible Preferred Units | | Cancelled in Connection with Offers | | Net Total Class A Non-Convertible Preferred Units |
| October 2020 | 2025 Senior Unsecured Notes | 500 | | | (402) | | | 98 | |
| March 2021 | 2027 Senior Unsecured Notes | 600 | | | (568) | | | 32 | |
| October 2020 | 2028 Senior Unsecured Notes | 600 | | | (578) | | | 22 | |
| August 2021 | 2029 Senior Unsecured Notes | 750 | | | (724) | | | 26 | |
| May 2022 | 2030 Senior Unsecured Notes | 3,275 | | | (3,248) | | | 27 | |
| September 2023 | 2028 Senior Secured Notes | 981 | | | — | | | 981 | |
| September 2023 | 2030 Senior Secured Notes | 1,471 | | | — | | | 1,471 | |
| September 2023 | 2031 Senior Secured Notes | 1,741 | | | — | | | 1,741 | |
| | 9,918 | | (5,520) | | | 4,398 | |
In the event Carvana Co. makes payments on the 2025 Notes, 2028 Notes, 2027 Notes, and 2029 Notes,senior secured or senior unsecured notes (collectively the "Senior Notes"), Carvana Group will make an equal cash distribution, as necessary, to the Class A Non-Convertible Preferred Units. For each $1,000 principal amount of 2025 Notes, 2028 Notes, 2027 Notes, and 2029the Senior Notes that Carvana Co. repays or otherwise retires, one Class A Non-Convertible Preferred Unit is canceled and retired.
As discussed further in Carvana’s Annual Report on Form 10-K for 2021, Item 8, Note 9 — Debt Instruments, the Company redeemed its 2023 Notes on October 2, 2020 using a portion of its net proceeds from the issuance of its 2025 Notes and 2028 Notes, at which point 600,000 Class A Non-Convertible Preferred Units were canceled and retired.
The operations of Carvana Group, and the rights and obligations of the LLC Unitholders, are set forth in the LLC Operating Agreement.
EXCHANGE AGREEMENT
On April 27, 2017, we entered into an exchange agreement with Carvana Co. Sub LLC (our wholly owned subsidiary), Carvana Group, and the LLC Unitholders.holders of Carvana Group's common units (the "LLC Unitholders"). Under the exchange agreement, LLC Unitholders (and certain permitted transferees thereof) may exchange at any time their LLC Units for either shares of our Class A common stock or for cash, whichever we decide.at the Company's discretion. To the extent LLC Unitholders also hold Class B common stock, they will be required to deliver to us the same number of shares of Class B common stock as Class A common stock being exchanged for. We will then cancel those shares of Class B common stock. As LLC Unitholders exchange their interest in Carvana Group, our indirect interest in Carvana Group will increase correspondingly.
When an LLC Unitholder makes an exchange, they will receive four shares of Class A common stock for every five Class A Units or, at our option, cash equal to the value of a share of
Class A common stock multiplied by 0.8 times the number of Class A Units being exchanged. The value of the Class A common stock is determined by the average of the volume-weighted average prices for a share of Class A common stock for each of the three consecutive full trading days ending on and including the last full trading day immediately prior to the related date of exchange. Class B Units are subject to vesting and a participation threshold, and, as a result, LLC Unitholders exchanging Class B Units will receive a number of shares of Class A common stock
equal to the Class A common stock value (determined the same way as above) less the applicable participation threshold multiplied by 0.8 times the number of Class B Units being exchanged, divided by the same Class A common stock value, subject to adjustment as set forth in the Exchange Agreement.
REGISTRATION RIGHTS AGREEMENT
In connection with the IPO, we entered into a registration rights agreement with certain LLC unitholders. These LLC unitholders are entitled to request that we register their shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” All of these LLC unitholders will be entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement. We will pay expenses in connection with the exercise of these rights. The registration rights described in this paragraph apply to (1) shares of our Class A common stock held by certain LLC unitholders, and (2) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the Class A common stock described in clause (1) with respect to any dividend, stock split, recapitalization, reorganization, or certain other corporate transactions (“Registrable Securities”). These registration rights are also for the benefit of any subsequent holder of Registrable Securities, provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act") or repurchased by us or our subsidiaries. In addition, any Registrable Securities held by a person other than an LLC Unitholder and their affiliates will cease to be Registrable Securities if they can be sold without limitation under Rule 144 of the Securities Act.
TAX RECEIVABLE AGREEMENT
We have entered into a Tax Receivable Agreement ("TRA") with LLC Unitholders that will provide for the payment from time to time by us to such persons of 85% of the amount of the benefits, if any, that we realize or, under certain circumstances, are deemed to realize as a result of
1.the increase in our wholly owned subsidiary’s proportionate share of the existing tax basis of the assets of Carvana Group and an adjustment in the tax basis of the assets of Carvana Group reflected in that proportionate share as a result of any future exchanges of LLC Units held by an LLC Unitholder for shares of our Class A common stock or cash; and
2.certain other tax benefits related to our making payments under the Tax Receivable Agreement.TRA.
We expect to benefit from the remaining 15% of any tax benefits that we actually realize and, except in connection with a change of control, we will not make any payments under the Tax Receivable AgreementTRA until after we have directly or indirectly realized (or have been deemed to have realized) benefits in excess of such payments. These payment obligations are obligations of
Carvana Co. and not of Carvana Group. No payments were made duringAs a result of the Offers discussed above, we recognized $1.4 billion in cancellation of debt income ("CODI") in the year ended December 31, 2021.2023 on the difference between the adjusted issue price of the debt exchanged and the fair market value of the new debt issued. As of December 31, 2023, we recorded a $14 million TRA liability (including approximately $11 million that will be paid to related parties, of which approximately $10 million will be paid to the Garcia Parties and entities controlled by them), which represents a subset of the estimated cash savings in U.S. federal, state or local tax related to the tax benefits utilized to offset recognized CODI.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the officers and directors with contractual rights to indemnification, expense advancement, and reimbursement, to the fullest extent permitted under Delaware law. Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in Delaware law.
RELATED PARTY EMPLOYMENT RELATIONSHIPS
We employ Laura White,Huston, who is the sister-in-law of our Chief Operating Officer Benjamin Huston, as corporatesenior counsel. Ms. White'sHuston's compensation is based on her education, experience, and the responsibilities of her position. For the year ended December 31, 2021,2023, Ms. White receivedHuston received a salary of $180,000$209,750 and equity awards totaling approximately $76,000$42,459 over four years.
We also employ Devin LaCrosse, who is the brother-in-law of our President of Special Projects, Tom Taira, as Associate Director, Strategic Partnerships. Mr. LaCrosse's compensation is based on his education, experience, and the responsibilities of his position. For the year ended December 31, 2023, Mr. LaCrosse received a salary of $192,450 and equity awards totaling approximately $212,280 over four years.
2023 PRIVATE PLACEMENT
On July 17, 2023, we entered into a Transaction Support Agreement pursuant to which, among other things, and subject to certain conditions, the Garcia Parties committed to purchase up to $126 million of equity in the Company. In satisfaction of that commitment, on August 18, 2023, we entered into a Securities Purchase Agreement with the Garcia Parties providing for the purchase of an aggregate of 3.4 million Class A Units, together with 2.7 million shares of Class B common stock, at a price of $37.048 per Class A Unit, equivalent to $46.31 per share of Class A common stock. The price equivalent of $46.31 per share of Class A common stock was equal to the weighted average sale price per share of Class A common stock sold under the Company's current at-the-market offering program between July 19, 2023 and August 18, 2023. Shares of
Class B common stock are exchangeable for an equivalent number of shares of Class A common stock, which exchange must be accompanied by 1.25 times as many Class A Units, pursuant to the Exchange Agreement discussed above. Pursuant to the Securities Purchase Agreement, Ernest Garcia II purchased 3,131,074 Class A LLC Units for $116 million, and Ernest Garcia III purchased 269,920 Class A LLC Units for $10 million.
VEHICLE PURCHASES
On September 6 and September 19, 2023, Ernest Garcia III purchased two used vehicles through the Company's ordinary course sales services. Both vehicles were purchased at the publicly advertised sticker prices, for a total purchase price of approximately $180,000. Both transactions were conducted on an arm's length basis, and all prices and fees were the same as those offered to third party customers.
CONTRIBUTION AGREEMENT
On January 5, 2022, ourin recognition of the Company selling its one millionth vehicle in the fourth quarter of 2021, the Company's CEO, ErnieErnest Garcia III, announcedcommitted to the Company that he will contributegiving then-current employees 23 shares (or roughly $5,000 at the time of the announcement) of Class A common stock from his personal shareholdings for every one of the Company's then-existingonce employees uponreach their satisfying certaintwo-year employment tenure requirementsanniversary (the "1 Million Unit"CEO Milestone Gift"). In connection with this ongoing commitment from Mr. Garcia,As a result and during the three months ended March 31, 2022, the Company granted 23 RSUs to each then current employee, which vest after they complete their second year of employment, for a total of 435,035 RSUs granted during the period. For every gift that vests, and pursuant to the Contribution Agreement entered into by and between the Company and Mr. Garcia entered into a contribution agreement on February 22, 2022, under which Mr. Garcia will contributecontributes to usthe Company, at the end of each fiscal quarter, the number of shares of our Class A common stock, granted pursuant to the 1 Million UnitCEO Milestone Gift, that have vested during such quarter. The shares contributed shall beare shares of Class A common stock that heMr. Garcia individually owns, at no charge. The contribution is intended to fund restrictedDuring the year ended December 31, 2023, 62,606 RSUs vested and an equivalent number of shares of Class A common stock unit awards to certain employees of the Company upon their satisfying applicable employment tenure requirements.were contributed by Mr. Garcia. Although the Company does not expect Mr. Garcia to incur any tax obligations related to the contribution, the Company has indemnifiedagreed to indemnify Mr. Garcia from any such obligations that may arise.
RELATIONSHIP WITH DRIVETIME
Prior to November 1, 2014, Carvana, LLC was a wholly owned subsidiary of DriveTime. On November 1, 2014, DriveTime distributed the units of Carvana, LLC to the unit holdersunitholders of DriveTime on a pro rata basis, which we refer to as the “Spinoff.” DriveTime is controlled by our controlling stockholder, Ernest Garcia II, who is also the father of our CEO, Ernest Garcia III. Following the Spinoff, the unit holdersunitholders of DriveTime contributed the Carvana, LLC units to Carvana Group.
Subsequent to the Spinoff, we entered into several agreements with DriveTime and affiliated companies that were primarily intended to facilitate our transition to a standalone company, which are described below, along with subsequent agreements. We will refer to DriveTime and its subsidiaries and affiliates, other than us, as “DriveTime.” In addition to the discussion below,
our relationship with DriveTime is further discussed in Note 6 to our Notes to Consolidated Financial Statements of Carvana’s Annual Report on Form 10-K for 2021.2023, Item 8, Note 7 — Related Party Transactions. There can be no assurances that DriveTime or its affiliated companies will enter into any new agreements or arrangements with us, or extend or renew existing agreements or arrangements, on the same terms, similar terms, or at all.
ATLANTA, GA HUB LOCATION LEASE GUARANTEE
In May 2013, DriveTime guaranteed our obligations under the lease governing our occupancy of the property on which an Atlanta hub is located. We did not compensate DriveTime for the guarantee. The initial lease term and rent payments commenced December 1, 2013, and the lease expired on November 30, 2021 and was not renewed. Base rent during the initial term was $9.5 thousand per month, subject to increase by 3% of the then-current base rent during each extension term. Monthly rent payments were $11.0 thousand per month through November 30, 2020 and $11.3 thousand per month through November 30, 2021. In addition to base rent, we were responsible for our proportionate share of common area maintenance charges. Total expenses related to this lease agreement were approximately $0.2 million for the year ended December 31, 2021.
LEASE AGREEMENT
In connection with the Spinoff, we entered into a lease agreement (the "Lease Agreement"), dated November 1, 2014, with DriveTime that governs our access to and utilization of space at certain inspection and reconditioning centers (“IRCs”) in Blue Mound, Texas, and Delanco, New Jersey, and previously in Winder, Georgia, which previously were DriveTime IRCs. The Blue Mound, Texas IRC location has a term expiring in 2029, with two five-year extension options, and the Delanco, New Jersey IRC location has a term expiring in 2026 with no current extension options. At both of these locations, we make monthly lease payments based on DriveTime's actual rent expense and we are responsible for the actual insurance costs and real estate taxes. Total expenses related to this lease agreement was most recently amended inwere approximately $2 million for the year ended December 2018. 31, 2023.
The agreementLease Agreement also governsgoverned utilization of office space and parking spaces at various DriveTime IRCs and retail facilities that we useused as hubs.
Under However, the amendedlast hub facility lease agreement, hubsremaining under the Lease Agreement expired in April 2023 and was not renewed. Hubs generally havehad cancellable two-year terms subject to certain two consecutive one-year renewal options and subject to the terms of any master lease under which we arewere subleasing. At both
HUB LEASE AGREEMENT
In March 2017, we entered into a lease agreement with DriveTime (the "Hub Lease Agreement") that governed our utilization of these locations,office space and parking spaces at DriveTime facilities that we makeused as hubs. Under the Hub Lease Agreement, we paid a monthly lease payments based on DriveTime's actual rent expense. In addition, we are responsible for therental fee related to our pro rata utilization of space at such facilities plus a pro rata share of each facility’s actual insurance costs and real estate taxes. TotalThe last facility remaining under the Hub Lease Agreement expired in April 2023 and was not renewed. Our total expenses related to this lease agreement were approximately $2.2$0.1 million for the year ended December 31, 2021.2023.
HOUSTON, TX VENDING MACHINE LEASE GUARANTEE
On July 14, 2015, DriveTime guaranteed our lease obligations under the lease governing our occupancy of the property on whichfor our Houston, Texas vending machine is located.machine. We do not compensate DriveTime for the guarantee. The initial lease term commenced January 8, 2016, and we began paying base rent on May 7, 2016. Base rent during the initial term is $23.0 thousand per month, and the initialcurrent term expires on April 6, 2026.December 31, 2025. We have the option to extend the initial
current term for four additional consecutive five-year periods. Base rent during each extension term will increase by 10% of the then-current base rent for each subsequent extension. Total expenses related to this lease agreement were approximately $0.3 million for the year ended December 31, 2021.2023.
TEMPE, AZ OFFICE SPACE
In September 2016, the Company entered into a lease for the second floor of its corporate headquarterscertain office space in Tempe, Arizona. DriveTime guaranteed up to $0.5 million of the Company's rent payments under that lease through September 2019. In connection with that lease, the Company entered into a sublease with DriveTime for the use of the firsta different floor of the same building. The lease and sublease each have a term of 83 months, subject to the right to exercise three five-year extension options. Pursuant to the sublease, the Company will paypaid the rent equal to the amounts due under DriveTime's master lease directly to DriveTime's landlord. Total expenses related to this lease agreement were approximately $1.2$1.0 million for the year ended December 31, 2021.2023. The lease and sublease expired in February 2024 and were not renewed.
In addition to the Company's corporate headquarters,Additionally, in December 2019 an affiliate of DriveTime ("Verde RE") purchased an office building in Tempe, Arizona that we leased from an unrelated party. In connection with the purchase, Verde RE assumed that lease. The lease has an initial term of 10 years, subject to the right to exercise two five-year extension options. DuringTotal expenses related to this lease agreement were approximately $0.8 million for the year ended December 31, 2021, the rent paid to Verde RE was approximately $0.8 million.2023.
WINDER, GA INSPECTION AND RECONDITIONING CENTER LEASE
In February 2017, we entered into a lease with DriveTime for an IRC in Winder, Georgia where we previously maintained partial occupancy under the DriveTime lease agreement described above and we are now the sole occupant.Georgia. The lease has an 8-year term, subject to our ability to exercise three renewal option terms of five years each. We began paying base rent of $83.3 thousand per month as of March 1, 2017. The monthly rent is subject to adjustment each year beginning January 1, 2018, increasing in an amount equal to the percentage increase in the Consumer Price Index, with a maximum of 5% and a minimum of 2%. The monthly rent increased on January 1, 2021, to $90.5 thousand. Our total expenses related to this lease agreement were approximately $1.1 million for the year ended December 31, 2021.2023.
HUB LEASE AGREEMENT
In March 2017, we entered into a lease with DriveTime that governs our utilization of office space and parking spaces at DriveTime facilities that we use as hubs. The lease was most recently amended in July 2021. Under the lease agreement, we pay a monthly rental fee related to our pro rata utilization of space at such facilities plus a pro rata share of each facility’s actual insurance costs and real estate taxes. Each hub has an initial cancellable term of two years, subject to certain two consecutive one-year renewal options. Our total expenses related to this lease agreement were approximately $1.2 million for the year ended December 31, 2021.
CLEVELAND, OH AREA INSPECTION AND RECONDITIONING CENTER SUBLEASE
In November 2018, Carvana entered into a sublease agreement with DriveTime for an inspection and reconditioning center near Cleveland, Ohio. We pay a base rent of $35.0 thousand per month which increases in each extension term. The sublease has an initial term of three years. We have the ability to exercise three renewal options of five years each. In July 2021, we exercised the first renewal option to extend through October 2026 and agreed to assume the lease from DriveTime, effective October 1, 2021. Our total expenses related to this lease agreement were approximately $0.5 million for the year ended December 31, 2021.
NASHVILLE, TN AREA INSPECTION AND RECONDITIONING CENTER LEASE
On February 28, 2019, Carvana assumed a lease from DriveTime of an IRC near Nashville, Tennessee, though DriveTime was not fully released from lease obligations by the landlord. The term expires on October 31, 2023, subject to our ability to exercise three renewal options of five years each. Monthly base rent in 2021 was $31 thousand. The rent will further increase during each extension term over the then-current base rent by an amount equal to the percentage increase in the Consumer Price Index, with a maximum of 15% and a minimum of 10%. During the year ended December 31, 2021, the total rent expense to the landlord was approximately $0.7 million.
SERVICING AGREEMENTS WITH DRIVETIME
In December 2015, we entered into a servicing agreement (the "Servicing Agreement") with DriveTime, wherein DriveTime agreed to perform certain servicing and administrative functions with respect to automotive finance receivables we own after origination and before sale. In the year ended December 31, 2021,2023, DriveTime had aggregate earningsgross revenues of approximately $2.3$3.7 million for performing servicing functions for such receivables.
In addition, DriveTime services loans that we have sold to third parties. For the year ended December 31, 2021,2023, DriveTime had aggregate earningsgross revenues of approximately $9.7$4.5 million related to the servicing of such loans.
Further, DriveTime performs certain servicing and administrative functions with respect to automotive finance receivables we sell or pledge under the following agreements:
Master Purchase and Sale Agreement
In December 2016, we entered into a master purchaseMaster Purchase and sale agreementSale Agreement (the "MPSA") pursuant to which we sell finance receivables meeting certain underwriting criteria to certain independent financing partners, including Ally Bank and Ally Financial. Throughout 2020Financial (the "Ally Parties"). We amended the MPSA at various times throughout 2021 and 2021,2022, and on January 13, 2023 and January 20, 2023 the CompanyMPSA was further amended to extend the scheduled commitment
termination date to January 12, 2024, and establish a commitment by the Ally Parties have amended the MPSA to, among other things and subject to the terms of the agreement, broaden the set of finance receivables covered by the MPSA and provide additional flexibility in the timing of sales of finance receivables. In March 2021, the Ally Parties committed to purchase up to a maximum of $4.0 billion of principal balances of finance receivables throughbetween January 13, 2023 and the scheduled commitment termination date. Finally, we entered into additional amendments to the MPSA on March 2022.24, 2023 and April 17, 2023 to broaden the scope of finance receivables eligible for sale to the Ally Parties and update account information. During the year ended December 31, 2021,2023, we sold approximately $2.1$3.6 billion in principal balances of finance receivables under the purchase and
sale agreement. DriveTime is engaged as servicer of the receivables under the MPSA and had aggregate earningsgross revenues of approximately $26.7$72.4 million pursuant to the agreement for performing servicing functions for the year ended December 31, 2021.2023.
Transfer Agreements
In March, June, September, and December 2019 and March and December 2020,At various times throughout fiscal year 2023, we entered into 9 transfer agreements, pursuant to which we sold finance receivables meeting certain underwriting criteria to certain purchaser trusts in connection with the securitization of those finance receivables. Under these 2023 agreements, the purchaser trusts purchased an aggregate of approximately $2.8 billion in principal balances of finance receivables. In March, June, September, and December 2021, we entered into additional transfer agreements in connection with the securitization of finance receivables. Under these 2021 agreements, the purchaser trusts purchased an aggregate of approximately $5.0 billion in principal balances of finance receivables.
The purchaser trusts of these securitizations engaged Carvana as the administrator of such trusts and DriveTime as servicer of the receivables. In the year ended December 31, 2021,2023, DriveTime had aggregate earningsgross revenues of approximately $38.9$65.0 million for performing servicing functions under these and historical transfer agreements.
2020 and 2021 Credit Facilities
In January and February 2020, we entered into twoWe maintain the following short-term revolving credit facilities to fund certain finance receivables we originate, prior to selling them, which are typically secured by the finance receivables pledged to them (the "2020 Credit"Finance Receivable Facilities") and in April and October 2021, we.
| | | | | | | | | | |
| Commencement Date | Line of Credit | Maturity Date | | |
| January 2020 | $ | 500,000,000 | | January 19, 2025 | | |
| February 2020 | $ | 600,000,000 | | December 8, 2025 | | |
| April 2021 | $ | 600,000,000 | | March 30, 2024 | | |
| March 2022 | $ | 500,000,000 | | September 18, 2024 | | |
| May 2023 | $ | 500,000,000 | | May 31, 2024 | | |
We also previously maintained an additional Finance Receivables Facility, entered into two additional credit facilities (the "2021 Credit Facilities") with certain lenders to fund automotive finance receivables originated by the Company. The 2020 Credit Facilities may be drawn upon through January 24, 2023 and Decemberin October 2021. On May 8, 2023, respectively,we settled all outstanding amounts owed and terminated the 2021 Credit Facilities may be drawn upon through October 30, 2022 and April 15, 2023, respectively. agreement with the lender. As of the date hereof, the lenders have committed an aggregate amount of $2.1$2.7 billion under these facilities. The lenders and the Company engaged DriveTime as servicer of the receivables. In the year ended December 31, 20212023, DriveTime had aggregate earningsgross revenues of approximately $4.1$8.8 million for performing these servicing functions. For additional information regarding the Finance Receivable Facilities, please see Carvana’s Annual Report on Form 10-K for 2023, Item 8, Note 10 — Debt Instruments.
GAP WAIVER INSURANCE POLICY
In 2020, we purchased insurance policies from BlueShore Insurance Company ("BlueShore"), an affiliate of DriveTime, for approximately $27,000 that reimburses the lienholder of finance receivables with GAP waiver coverage for any GAP waiver claims on a defined set of finance receivables that we sold in our securitization transactions. This insurance is transferred with the underlying finance receivable. In March 2019, we entered into a retrospective profit sharing agreement with BlueShoreDriveTime under which we share in the profits generated from the insurance policies by receiving a portion of the excess of the premium we paid to BlueShore,DriveTime, net of a fee, compared to the amount BlueShoreDriveTime pays out related to the GAP waiver claims. InDuring the future we may partner with BlueShore on additional ancillary products, which could include products customarily sold by automotive retailers or other insurance products customarily sold by traditional insurance companies. As ofyear ended December 31, 2021,2023, we held a receivable ofreceived approximately $0.1 million.
$18,000 related to this agreement.
MASTER DEALER AGREEMENT
In December 2016, we entered into a master dealer agreement with DriveTime. Pursuant to this agreement, we may sell vehicle service contracts (“VSCs”) to customers purchasing a vehicle from us. We earn a commission on each VSC sold to our customers and DriveTime is obligated by and subsequently administers the VSCs. We collect the retail purchase price of the VSCs from our customers and remit the purchase price net of commission to DriveTime. During the year ended December 31, 2021, we recognized approximately $186.0 million of commissions earned on VSCs sold to our customers and administered by DriveTime, net of a reserve for estimated contract cancellations. In November 2018, we amended the master dealer agreement to allow Carvana to receive payments for excess reserves based on the performance of the VSCs versus the reserves held by the VSC administrator, once a required claims period for such VSCs has passed. In August 2020 and April 2021, the agreement was further amended to adjust excess reserve payment calculations and timing and the scope of DriveTime’s after-sale administration services, respectively. During the year ended December 31, 2021, Carvana2023, we recognized approximately $20.5$138 million relatedof commissions earned on VSCs sold to our customers and administered by DriveTime, net of a reserve for estimated contract cancellations and payments for excess reserves to which it expectswe expect to be entitled.
Beginning in 2017, DriveTime also administers the limited warranty provided to all customers. We pay a per-contract fee to DriveTime to administer the limited warranty included with every purchase. We incurred costs of approximately $15.3$17 million during the year ended December 31, 2021,2023, related to the administration of the limited warranty.
PROFIT SHARING AGREEMENT
In June 2018, we entered into an agreement with an unaffiliated third party, pursuant to which Carvana would sell certain Road Hazard ("RH") and Pre-Paid Maintenance ("PPM") contracts. Under this agreement, third parties would administer the RH and PPM contracts, including providing customer and administrative services, and pay a profit sharing component to Carvana. In 2022, we began selling equivalent offerings from DriveTime, pursuant to the Master Dealer Agreement discussed above, and all rights and obligations in connection with existing RH and PPM contracts were transferred to DriveTime (the "Transferred Contracts"). Finally, in December 2022, we entered into a profit sharing agreement with DriveTime with regard to the Transferred Contracts (the "Profit Sharing Agreement"). During the year ended December 31, 2023, we recognized approximately $7 million related to payments under the Profit Sharing Agreement to which we expect to be entitled.
INSURANCE SERVICES AND PURCHASE AGREEMENT
On June 1, 2022, the Company entered into certain agreements to purchase from DriveTime, for approximately $1 million, certain technology assets and ancillary services we have been collaborating with DriveTime to develop, to facilitate customer insurance offerings. We also entered into an Insurance Services Agreement with DriveTime, pursuant to which we provide certain administration and product development services to DriveTime and DriveTime provides us certain support services. We recognized no revenue or expenses in connection with the Insurance Services Agreement during the year ended December 31, 2023. Finally, we also entered into an Insurance Producer Agreement with DriveTime, pursuant to which we may provide certain services to assist DriveTime, including soliciting and submitting applications for insurance. We recognized no revenue from the Insurance Producer Agreement during the year ended December 31, 2023.
WHOLESALE REVENUE
In 2020, DriveTime began purchasing wholesale vehicles from us through competitive online auctions. As a result, we recognized approximately $9.8 million of revenue from DriveTime wholesale vehicle purchases during the year ended December 31, 2023.
Beginning in 2022, DriveTime also sells vehicles to and purchases vehicles from third parties using our wholesale marketplace platform. These transactions occur on our competitive platforms, through which all registered buyers are able to bid on and purchase vehicles. We recognized approximately $8.0 million of revenue from DriveTime's purchases and sales through our wholesale marketplace platform during the year ended December 31, 2023.
RETAIL RECONDITIONING SERVICES
Effective September 21, 2023, we entered into a Retail Reconditioning Services Agreement with DriveTime, pursuant to which we provide DriveTime with certain reconditioning services through our wholesale marketplace platform. We recognized $0.8 million of revenue and $0.5 million of expense from DriveTime under the Retail Reconditioning Services Agreement during the year ended December 31, 2023.
RETAIL VEHICLE ACQUISITION AGREEMENTS
Effective September 29, 2021, we entered into Wholesale Vehicle Purchase Agreements with DriveTime, pursuant to which we purchase reconditioned vehicles from DriveTime. Our purchase price is the wholesale price of the vehicle plus a fee, which encompasses, among other things, transportation and reconditioning costs. Our total expenses related to the vehicles and reconditioning services were approximately $0.1 million for the year ended December 31, 2023.
AIRCRAFT TIME SHARING AGREEMENT
On October 22, 2015, we entered into an agreement to share usage of two aircraft operated by DriveTime. Pursuant to the agreement, as amended, we agreed to reimburse DriveTime for
actual expenses for each of our flights. The original term of the agreement was for 12 months, with perpetual 12-month automatic renewals. Either the lessors or the lessees can terminate the lease with 30 days’ prior written notice. We reimbursed DriveTime approximately $0.5 million under this agreement during the year ended December 31, 2021.2023.
WHOLESALE REVENUE
In 2020, DriveTime began purchasing wholesale vehicles from us through competitive online auctions that are managed by an unrelated third party. As a result, we recognized approximately $54 million of wholesale revenue from DriveTime during the year ended December 31, 2021.
RETAIL VEHICLE ACQUISITION AGREEMENTS
Effective September 29, 2021, we entered into Wholesale Vehicle Purchase Agreements with DriveTime, pursuant to which we purchase reconditioned vehicles from DriveTime. In certain instances our purchase price is the wholesale price of the vehicle plus a fee, which encompasses, among other things, transportation and reconditioning costs, and in other instances our purchase price is the list price on Carvana.com after a customer has placed an order on the
vehicle. Our total expenses related to the Wholesale Vehicle Purchase Agreement were approximately $168 million for the year ended December 31, 2021.
SHARED SERVICES AGREEMENT
Prior to the Spinoff, we relied on DriveTime for its administrative functions. In connection with the Spinoff, we entered into a shared services agreement under which DriveTime provided certain accounting and tax, legal and compliance, information technology, telecommunications, benefits, insurance, real estate, equipment, corporate communications, software and production, and other services to primarily facilitate our transition of these functions to us on a standalone basis. The shared services agreement operates on a year-to-year basis, with Carvana having the right to terminate any or all services with 30 days’ prior written notice and DriveTime having the right to terminate certain services with 90 days’ prior written notice. In February 2021 the Shared Services Agreement was amended to add additional administrative services including but not limited to certain account remediation services. Our total expenses related to the ShareShared Services Agreement were approximately $30 thousand $35,000 for the year ended December 31, 2021.2023.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stockCommon Stock as of March 3, 2022,11, 2024, by:
•each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;Common Stock;
•each of our named executive officers;
•each of our directors; and
•all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, it is our understanding that the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stockCommon Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options, Class BLLC Units, or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of March 3, 2022.11, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based the percentage ownership of our Class A common stock on 90,128,686116,538,102 shares of our common stockCommon Stock outstanding as of March 3, 2022,11, 2024, and have based the percentage ownership of our Class B common stock on 82,900,27585,619,471 shares as of the same date. Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Carvana Co., 1930 W300 E. Rio Salado Pkwy, Tempe, AZ 85281.
| | | | | | | | | | | | | | | | | | | | | | | |
| Shares Beneficially Owned |
| Class A Common Stock(1) | Class B Common Stock(1) | |
| Name of Beneficial Owner | Shares | | % | Shares | | % | Voting % |
| Ernest C. Garcia II | 655,556 | | (2) | * | 70,723,479 | | (3) | 85 | % | 84 | % |
| CVAN Holdings, LLC | 9,345,376 | | (4) | 10 | % | 8,495,376 | | (4) | 10 | % | 2 | % |
| T. Rowe Price Associates, Inc. | 13,439,264 | | (5) | 15 | % | — | | | — | % | * |
| FMR LLC | 9,290,614 | | (6) | 10 | % | — | | | — | % | * |
| Morgan Stanley ; Morgan Stanley Investment Management Inc. | 5,303,437 | | (7) | 6 | % | — | | | — | % | * |
| Tiger Global Investments, L.P.; Tiger Global Performance, LLC; Tiger Global Management, LLC; Charles P. Coleman III; Scott Shleifer | 7,262,905 | | (8) | 8 | % | — | | | — | % | * |
| The Vanguard Group | 4,971,881 | | (9) | 6 | % | — | | | — | % | * |
| Baillie Gifford & Co (Scottish Partnership) | 9,655,855 | | (10) | 11 | % | — | | | — | % | * |
| Spruce House Investment Management LLC; Spruce House Capital LLC; Spruce House Partnership LP; Zachary Sternberg; Benjamin Stein | 4,592,100 | | (11) | 5 | % | — | | | — | % | * |
| Management and Directors | | | | | | | |
| Ernest C. Garcia, III | 768,394 | | (12) | * | 27,450,547 | | (13) | 33 | % | 17 | % |
| Mark Jenkins | 654,395 | | (14) | * | — | | | — | % | * |
| Benjamin Huston | 654,396 | | (15) | * | — | | | — | % | * |
| Daniel Gill | 246,922 | | (16) | * | — | | | — | % | * |
| Tom Taira | 83,188 | | (17) | * | — | | | — | % | * |
| Ira Platt | 114,165 | | (18) | * | — | | | — | % | * |
| Gregory Sullivan | 34,316 | | (19) | * | — | | | — | % | * |
| Dan Quayle | 36,816 | | (19) | * | — | | | — | % | * |
| Michael Maroone | 77,816 | | (20) | * | — | | | — | % | * |
| Neha Parikh | 9,864 | | (21) | * | — | | | — | % | * |
| All management and directors (12 individuals) | 3,124,195 | | (22) | 3 | % | 27,450,547 | | (22) | 33 | % | 17 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Shares Beneficially Owned |
| Class A Common Stock(1) | Class B Common Stock(1) | |
| Name of Beneficial Owner | Shares | | % | Shares | | % | Voting % |
| 5% Stockholders |
| Ernest C. Garcia II | 7,740,814 | | (2) | 7 | % | 73,228,338 | | (3) | 86 | % | 83 | % |
| CVAN Holdings, LLC | 646,170 | | (4) | 1 | % | 8,495,376 | | (4) | 10 | % | 1 | % |
| CAS Investment Partners, LLC | 6,827,803 | | (5) | 6 | % | — | | | — | % | * |
| | | | | | | |
| Morgan Stanley | 15,757,954 | | (6) | 14 | % | — | | | — | % | * |
| Greenoaks Capital Partners LLC | 6,040,032 | | (7) | 5 | % | — | | | — | % | * |
| The Vanguard Group | 10,023,577 | | (8) | 9 | % | — | | | — | % | * |
| | | | | | | |
| Spruce House Investment Management LLC | 9,490,000 | | (9) | 8 | % | — | | | — | % | * |
| | | | | | | |
| BlackRock, Inc. | 7,962,533 | | (10) | 7 | % | — | | | — | % | * |
| Named Executive Officers and Directors | | | | | | | |
| Ernest C. Garcia, III | 2,844,435 | | (11) | 2 | % | 27,666,483 | | (12) | 32 | % | 31 | % |
| Mark Jenkins | 897,614 | | (13) | * | — | | | — | % | * |
| Benjamin Huston | 897,640 | | (14) | * | — | | | — | % | * |
| Daniel Gill | 698,350 | | (15) | * | — | | | — | % | * |
| Tom Taira | 262,237 | | (16) | * | — | | | — | % | * |
| Ira Platt | 208,541 | | (17) | * | — | | | — | % | * |
| Gregory Sullivan | 86,692 | | (18) | * | — | | | — | % | * |
| Dan Quayle | 96,457 | | (19) | * | — | | | — | % | * |
| Michael Maroone | 246,664 | | (20) | * | — | | | — | % | * |
| Neha Parikh | 54,652 | | (21) | * | — | | | — | % | * |
| All executive officers and directors as a group (12 individuals) | 7,061,284 | | (22) | 6 | % | 27,666,483 | |
| 32 | % | 32 | % |
(1) Each share of Class A common stock entitles the registered holder thereof to one vote on all matters presented to stockholders for a vote generally, including the election of directors. Each share of our Class B common stock held by the Garcia Parties entitles its holder to ten votes on all matters to be voted on by stockholders generally, including the election of directors, for so long as the Garcia Parties maintain, in the aggregate, direct or indirect beneficial ownership of at least 25% of the outstanding shares of Class A common stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A common stock). Each other share of our Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally, including the election of directors. The Class A common stock and Class B common stock vote as a single class on all matters except as required by law or theour amended and restated certificate of incorporation. A “*” indicates percentages of less than 1%.
(2) This number includes 555,5563,362,500 shares of ourClass A common stock owned directly by Ernest Garcia II and 2,578,314 shares of Class A common stock owned by Verde Investments, Inc., which Mr. Garcia II wholly owns and controls. This number also includes 100,000950,000 shares of our Class A common stock owned by the Ernest C. Garcia III Multi-Generational Trust III.III (the "Multi-Generational Trust") and 850,000 shares of Class A common stock owned by the Ernest
Irrevocable 2004 Trust III (the "Irrevocable Trust"). While Ernest Garcia II and Ernest Garcia III are joint investment trustees over the Ernest C. Garcia III Multi-Generational Trust III,and the trust isIrrevocable Trust, the trusts are irrevocable and Mr. Garcia II is not a beneficiary. Mr. Garcia III and his children are the beneficiaries of the Ernest C.
Multi-Generational Trust and Mr. Garcia III Multi-Generational Trust III.is the sole beneficiary of the Irrevocable Trust. This information is based on the Form 4Schedule 13D/A filed with the SEC by Mr. Garcia II on August 25, 2021.November 13, 2023. Mr. Garcia II’s address is 100 Crescent Court, Suite 1100, Dallas, TX 75201.
(3) This number includes 38,937,45841,442,317 shares of Class B common stock owned directly by Mr. Garcia II; and 8,000,000 shares of Class B common stock owned by ECG II SPE, LLC, of which Mr. Garcia II is the 100% owner. This number also includes 11,834,021 shares of Class B common stock owned by the Ernest Irrevocable 2004 Trust, III, of which Mr. Garcia III is the sole beneficiary, and 11,952,000 shares of Class B common stock owned by the Ernest C. Garcia III Multi-Generational Trust III, of which Mr. Garcia III is a beneficiary together with his children. While Ernest Garcia II and Ernest Garcia III are joint investment trustees over the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, the trusts are irrevocable and Mr. Garcia II is not a beneficiary.Trust. These shares of Class B common stock together with the corresponding LLC Units may be exchanged for 70,723,47973,228,338 shares of Class A common stock. These shares of Class AB common stock, on an as converted basis, represent approximately 40%36% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time. This information is based on the Form 4Schedule 13D/A filed with the SEC by Mr. Garcia II on August 25, 2021.November 13, 2023. The address for each of these reporting persons is 100 Crescent Court, Suite 1100, Dallas, TX 75201.
(4) CVAN Holdings, LLC;LLC ("CVAN"); CVAN Holding Company, LLC Delaware Life("CVAN Holdco"), DLHPII Public Investments, LLC (“Public Investments”), DLHPII Investment Holdings, Parent, LLC; Delaware LifeLLC (“Investment Holdings”), TWG Global Holdings, Parent II, LLC;LLC (“TWG”), Delaware Life Holdings Manager, LLC;LLC (“Manager”), and Mark Walter (“Mr. Walter”) report shared voting and dispositive power of 9,345,376646,170 shares of Class A common stock and 8,495,376 shares of Class B common stock. CVAN Holdings, LLC directly holds the Class A common stock andThis number includes 5,000,000 shares of Class B common stock.stock held directly by CVAN Holdings Sub I, LLC is(“CVAN Sub”), a wholly-owned subsidiary of CVAN. CVAN Holding Company, LLC ("CVAN HC"). CVAN HC is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC (“Parent I”). Parent I is a wholly-owned subsidiary of Delaware Life Holdings Parent II, LLC (“Parent II”). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC (“Manager”) and each of Parent II and Manager is controlled by Mr. Mark Walter (“Mr. Walter”). Each of CVAN HC, Parent I, Parent II, Manager, and Mr. Walter may be deemed to indirectly share voting and dispositive power over the securities held directly by CVAN Holdings, LLC,Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held directly by CVAN Sub. CVAN disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein. This number also includes 646,170 shares of Class A common stock and 3,495,376 shares of Class B common stock held directly by CVAN. CVAN is a wholly-owned subsidiary of CVAN Holdco. CVAN Holdco is a wholly-owned subsidiary of Public Investments. Public Investments is a wholly-owned subsidiary of Investment Holdings. Investment Holdings LLC. Theseis a wholly-owned subsidiary of TWG. Each of CVAN Holdco, Public Investments, Investment Holdings and TWG is managed by Manager, and Manager is controlled by Mr. Walter. Each of CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager, and Mr. Walter may be deemed to indirectly share voting and dispositive power over the securities held by CVAN and CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held by CVAN and CVAN Sub. Each of CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager, and Mr. Walter disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The shares of Class B common stock together with the corresponding LLC Units may be exchanged for 8,495,376 shares of Class A common stock. These shares of Class AB common stock, on an as converted basis represent approximately 5%4% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time. CVAN Holdings, LLCSub has
pledged an aggregateall of 6,875,000 of theits LLC Units and 5,500,0005,000,000 shares of Class B common stock to secure its obligations under a prepaid variable forward sale contract with an unaffiliated third party, including its obligation to deliver to such third party up to 5,500,0005,000,000 shares of Class A common stock on the maturity date of the contract. The pledged securities are exchangeable for 5,500,000 shares of Class A common stock pursuant to the Exchange Agreement. This information is based on the Schedule 13G/A filed with the SEC on February 14, 2022.7, 2024. The address for each of these reporting persons is 227 W.West Monroe, Suite 5000,4800, Chicago, IL 60606.
(5) T. Rowe Price Associates, Inc. reportsCAS Investment Partners, LLC ("CAS") and Clifford Sosin, as managing member of CAS, report sole voting and dispositive power of 13,439,2646,827,803 shares of Class A common stock and sole voting powerstock. Mr. Sosin disclaims beneficial ownership of 5,181,082the shares of Class A common stock. This information is based on the Schedule 13G/A filed with the SEC on February 14, 2022.2024. The address for T. Rowe Price Associates, Inc.CAS Investment Partners, LLC is 100 E. Pratt Street, Baltimore, MD 21202.575 Lexington Ave, Suite 12-101, New York, NY 10022.
(6) FMR LLC reports sole power to dispose or direct the disposition of 9,290,614 shares of Class A common stock and sole power to vote or direct the vote of 1,436,955 shares of Class A common stock. This information is based on the Schedule 13G/A filed with the SEC on January 10, 2022. FMR LLC’s address is 245 Summer Street, Boston, MA 02210.
(7) Morgan Stanley reports shared voting power of 4,917,34814,324,959 and shared dispositive power of 5,303,43715,748,258 shares of Class A common stock. Morgan Stanley Investment Management Inc. reports shared voting power of 4,793,94914,196,326 and shared dispositive power of 5,179,912.15,587,131. This information is based on the Schedule 13G/A filed with the SEC on February 10, 2022.12, 2024. The address for both Morgan Stanley and Morgan Stanley Investment Management Inc. is 1585 Broadway, New York, NY 1003610036.
(7) Greenoaks Capital Partners LLC ("Greenoaks"), and the address for Morgan Stanley Investment Management Inc. is 522 5th Avenue 6th Floor New York, NY 10036.
(8) Tiger Global Performance, LLC, Tiger Global Management, LLC, Charles P. Coleman III,Neil Mehta and Scott Shleifer eachBenjamin Peretz, as managing members of Greenoaks, report shared voting and dispositive power of 7,262,905 shares of Class A common stock. Tiger Global Investments, L.P. reports shared voting and dispositive power of 5,102,8886,040,032 shares of Class A common stock. This information is based on the Schedule 13G/A filed with the SEC on February 14, 2022.2024. The address for Tiger Global Investments, L.P.Greenoaks Capital Partners LLC is P.O. Box 31106, 89 Nexus4 Orinda Way Camana Bay, Grand Cayman KY1-1205, Cayman Islands. The address for each of the other reporting persons herein is 9 West 57th Street, 35th Floor, New York, NY 10019.Building C, Suite 200, Orinda, CA 94563.
(9)(8) The Vanguard Group reports sole dispositive power of 4,798,9639,808,610 shares of Class A common stock. The Vanguard Group reports shared power to dispose or direct the disposition of 172,918214,967 of these shares of Class A common stock and shared power to vote or direct the vote of 75,936113,889 of these shares of Class A common stock. This information is based on the Schedule 13G/A filed with the SEC on February 9, 2022.13, 2024. The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355.
(10) Baillie Gifford & Co. (Scottish partnership) reports sole dispositive power of 9,655,855 shares of Class A common stock and sole voting power of 6,677,200 shares of Class A common stock. This information is based on the Schedule 13G filed with the SEC on January 12, 2022. The address for Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
(11)(9) Spruce House Investment Management LLC;LLC, Spruce House Capital LLC;LLC, The Spruce House Partnership LLC;LLC, The Spruce House Partnership (AI) LP;LP, and The Spruce House Partnership (GP) LP; Zachary Sternberg and Benjamin Stein(QP) LP, report shared voting and dispositive power of 4,500,0009,490,000 shares of Class A common stock. Zachary Sternberg reports sole voting and dispositive power of 50,00085,000 shares of Class A common stock.stock and shared voting and dispositive power of 9,490,000. Benjamin Stein reports sole voting and dispositive power of 42,10077,100 shares of Class A common stock and shared voting and dispositive power of 9,490,000 shares of Class A common stock. The reported securities are held in the account of The Spruce House Partnership LLC holds the 4,500,000 shares with shared voting and dispositive power and its sole members are The Spruce House Partnership (AI) LP and The Spruce House Partnership (QP) LP, each a
private investment fund managed by Spruce House Investment Management LLC. Spruce House Capital LLC serves as the general partner and Spruce House Investment Management LLC serves as the investment manager. Zachary Sternberg and Benjamin Stein each serve as managing members of Spruce House Capital LLC and Spruce House Investment Management LLC. Each of the reporting persons disclaims beneficial ownership of the shares of Class A common stock
reported herein except to the extent of the reporting person’s pecuniary interest therein. This information is based on the Schedule 13G/A filed with the SEC on February 4, 2022.14, 2024. The address for each of these reporting persons is 435 Hudson Street, 8th Floor, New York, NY 10014.
(12)(10) BlackRock, Inc. reports sole voting power of 7,719,260 shares of Class A common stock and sole dispositive power of 7,962,533 shares of Class A common stock. This information is based on the Schedule 13G filed with the SEC on January 26, 2024. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(11) This number includes 681,350732,259 shares of Class A common stock owned directly by Ernest Garcia III, and 100,000950,000 shares of Class A common stock owned by the Ernest C. Garcia III Multi-Generational Trust III. While Ernest Garcia II and Ernest Garcia III are joint investment trustees over850,000 shares of Class A common stock owned by the Ernest C. Garcia III Multi-Generational Trust III, the trust is irrevocable and Mr. Garcia II is not a beneficiary. Mr. Garcia III and his children are the beneficiaries of the Ernest C. Garcia III Multi-Generational Trust III.Irrevocable Trust. This number also includes 85,771284,502 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 3, 2022,11, 2024, and 1,27327,674 shares of Class A common stock issuable upon vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024, inclusive of shares to be withheld for tax purposes.
(13)(12) This number includes 3,664,5263,880,462 shares of Class B common stock owned directly by Mr. Garcia III, 11,834,021 shares of Class B common stock owned by the Ernest Irrevocable 2004 Trust III, of which Mr. Garcia III is the sole beneficiary, and 11,952,000 shares of Class B common stock owned by the Ernest C. Garcia III Multi-Generational Trust III., of which Mr. Garcia III is a beneficiary together with his children. While Ernest Garcia II and Ernest Garcia III are joint investment trustees over the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, the trusts are irrevocable and Mr. Garcia II is not a beneficiary.Trust. These shares of Class B common stock together with the corresponding LLC Units may be exchanged for 27,450,54727,666,483 shares of Class A common stock. These shares of Class AB common stock, on an as converted basis, represent approximately 16%14% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time.
(14)(13) This number includes 8,79250,712 shares of Class A common stock owned directly by Mr. Jenkins; 568,541548,585 shares of Class A common stock issuable in exchange for vested Class B Units, including those that will be vested within 60 days of March 3, 2022, based on an assumed price of $123.33$78.10 share (the closing price of our Class A common stock on the NYSE on March 3, 2022)11, 2024); 75,826270,871 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 3, 2022;11, 2024; and 1,23627,446 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024, inclusive of shares to be withheld for tax purposes.
(15)(14) This number includes 8,79250,737 shares of Class A common stock owned directly by Mr. Huston; 568,542548,586 shares of Class A common stock issuable in exchange for vested Class B Units, including those that will be vested within 60 days of March 3, 2022, based on an assumed price of $123.33$78.10 per share (the closing price of our Class A common stock on the NYSE on March 3, 2022)11, 2024); 75,826270,871 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 3, 2022;11, 2024; and 1,236 shares of Class A common stock
issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022, inclusive of shares to be withheld for tax purposes.
(16) This number includes 19,694 shares of Class A common stock owned directly by Mr. Gill; 159,442 shares of Class A common stock issuable in exchange for vested Class B Units including those that will be vested within 60 days of March 3, 2022, based on an assumed price of $123.33 per share (the closing price of our Class A common stock on the NYSE on March 3, 2022); 66,681 shares of Class A common stock issuable upon the exercise of options that will have vested within 60 days of March 3, 2022; and 1,10527,446 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024, inclusive of shares to be withheld for tax purposes.
(17)(15) This number includes 22,079279,492 shares of Class A common stock owned directly by Mr. Taira; 59,950Gill; 153,615 shares of Class A common stock issuable in exchange for vested Class B Units, based
on an assumed price of $78.10 per share (the closing price of our Class A common stock on the NYSE on March 11, 2024); 240,704 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 3, 2022;11, 2024; and 1,15924,539 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024, inclusive of shares to be withheld for tax purposes.
(18)(16) This number includes 5,22494,157 shares of Class A common stock owned directly by Mr. Taira; 153,213 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 11, 2024; and 14,867 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 11, 2024, inclusive of shares to be withheld for tax purposes.
(17) This number includes 30,308 shares of Class A common stock owned directly by Mr. Platt, 850 shares of Class A common stock held directly and jointly by Mr. Platt’s parents, and 14,99964,999 shares of Class A common stock owned by the Ira J. Platt Revocable Trust. Mr. Platt is co-trustee, and Mr. Platt's spouse is the primary beneficiary of the Ira J. Platt Revocable Trust. This number also includes 61,500 shares of Class A common stock issuable in exchange for vested Class B Units, including those that will be vested within 60 days of March 3, 2022, based on an assumed price of $123.33$78.10 per share (the closing price of our Class A common stock on the NYSE on March 3, 2022)11, 2024), 30,928 shares of Class A common stock issuable upon the exercise of vested stock options, and 66419,956 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024, inclusive of shares to be withheld for tax purposes. Mr. Platt disclaims beneficial ownership of the shares of Class A common stock held by Mr. Platt's parents, except to the extent of the his pecuniary interest therein.
(19)(18) This number includes 66438,308 shares of Class A common stock owned directly by Mr. Sullivan, 28,428 shares of Class A common stock issuable upon the exercise of vested stock options, and 19,956 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024, inclusive of shares to be withheld for tax purposes.
(20)(19) This number includes 25,22422,263 shares of Class A common stock owned directly by Mr. Maroone, 1,000Quayle, 10,810 shares of Class A common stock held directlyowned by the Maroone Family Partnership, LP, an entity controlled by Mr. Maroone that Mr. Maroone disclaims beneficial ownership of except to the extent of his pecuniary interest therein, and 20,000James D. Quayle Separate Property Trust, 12,500 shares of Class A common stock held directlyowned by the Michael Maroone Family Partnership, LP, an entity controlled by Mr. Maroone. This number also includes 664James D. Quayle 2000 Irrevocable Trust, 30,928 shares of Class A common stock issuable upon the exercise of vested stock options, and 19,956 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022.11, 2024, inclusive of shares to be withheld for tax purposes.
(21)(20) This number includes 8,406175,308 shares of Class A common stock owned directly by Ms. Parikh.Mr. Maroone, 20,000 shares of Class A common stock held directly by the Michael Maroone Family Partnership, LP, an entity controlled by Mr. Maroone, 264 shares of Class A common stock held directly by Family Trust FBO Michael E. Maroone, where Mr. Maroone is beneficiary and trustee, 96 shares of Class A common stock held directly by the Katherine C. Maroone Residuary Trust, where Mr. Maroone is beneficiary and trustee, 92 shares of Class A common stock held directly by the Katherine C. Maroone Marital Trust, where Mr. Maroone serves as trustee, and 20
shares of Class A common stock held by estate, and reported in Mr. Maroone's capacity as executor of the Estate of Albert Maroone. This number also includes 1,45830,928 shares of Class A common stock issuable upon the exercise of vested stock options and 19,956 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022.11, 2024.
(22)(21) This number includes 1,646,48734,696 shares of Class A common stock issuable in exchange for vested Class B Units including those that will be vested within 60 days of March 3, 2022, based on an assumed price of $123.33 per share (the closing price of our Class A common stock on the NYSE on March 3, 2022); 472,056 shares of Class A common stock issuable upon the exercise of options that will have vested within 60 days of March 3, 2022; 11,589owned directly by Ms. Parikh. This number also includes 19,956 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 3, 2022,11, 2024.
(22) This number includes 1,587,818 shares of Class A common stock issuable in exchange for vested Class B Units, based on an assumed price of $78.10 per share (the closing price of our Class A common stock on the NYSE on March 11, 2024); 1,659,579 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 11, 2024; and 250,209 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 11, 2024, inclusive of shares to be withheld for tax purposes. This number excludes 27,450,54727,666,483 shares of Class A common stock issuable in exchange for LLC Units held by our executive officers and directors, based on an assumed price of $123.33$78.10 per share (the closing price of our Class A common stock on the NYSE on March 3, 2022)11, 2024). These shares of Class A common stock issuable in exchange for vested Class B Units and other LLC Units represent approximately 17%14% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time.
ITEM 23 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2022.2024. Services provided to Carvana and its subsidiaries by Grant Thornton LLP for the year ended December 31, 20212023 are described below and under “Audit Committee Report.”
FEES AND SERVICES
The following table summarizes the aggregate fees for professional audit services and other services rendered by Grant Thornton LLP for the years ended December 31, 20212023 and 2020:2022:
| | | | | | | | | | | | | | | | | | | | |
| Services | | 2021 | | 2020 |
| Audit Fees | | $ | 2,065,280(1) | | $ | 1,653,994(1) |
| Audit-Related Fees | | $ | 77,730(2) | | $ | 21,200(2) |
| Tax Fees | | $ | 646,402(3) | | $ | 443,200(3) |
| All Other Fees | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
| Services | | 2023 | | 2022 |
| Audit Fees | | $ | 2,504,152(1) | | $ | 2,648,840(1) |
| Audit-Related Fees | | $ | 118,450(2) | | $ | 96,200(2) |
| Tax Fees | | $ | 537,198(3) | | $ | 458,483(3) |
| All Other Fees | | $ | — | | | $ | — | |
(1) Includes the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of our quarterly condensed consolidated financial statements. These fees also include procedures performed related to our follow on offerings completed in April 2020the Company's at-the-market stock offering, entered into July 19, 2023, and May 2020,the Exchange Offers (see “Certain Relationships and the issuance of our senior notes in October 2020, March 2021, Related Party Transactions — Amended and August 2021.Restated LLC Agreement”).
(2) Includes the aggregate fees for the audit of the annual financial statements of the Carvana, LLC 401k401(k) plan and examination of management's assertion of compliance with certain servicing criteria in accordance with Regulation AB.
(3) Includes the aggregate fees for tax return preparation and other tax compliance services.
In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and Carvana management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes–OxleySarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.
The Audit Committee has adopted a policy that requires advance approval of all audit services as well as non-audit services to the extent required by the Exchange Act and the Sarbanes–OxleySarbanes-Oxley Act of 2002. The Audit Committee will pre-approve audit services, audit-related services and tax services to be used by the Company. Unless the specific service has been previously pre-approved, with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it.
The Audit Committee approved all services provided by Grant Thornton LLP.
Representatives of Grant Thornton LLP are expected to be present at the annual meeting.Annual Meeting. They will have the opportunity to make a statement if they desire to do so, and we expect thatbut given the audio-only nature of this Annual Meeting, they will not be available to respond to questions.
Ratification of the appointment of Grant Thornton LLP requires the affirmative votes from the holdersvote of a majority of the shares of common stock present in person or represented by proxy at the virtual annual meetingAnnual Meeting and entitled to vote.vote thereon. If Carvana’s stockholders do not ratify the appointment of Grant Thornton LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit Committee may in the future replace Grant Thornton LLP as our independent registered public accounting firm if it is determined that it is in Carvana’s best interests to do so.
The Audit Committee and the Board recommend that you vote “FOR” the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of Carvana for the year ending December 31, 2022.2024.
AUDIT COMMITTEE REPORT
The Audit Committee oversees our financial reporting process on behalf of the Board. The Audit Committee is composed of four independent directors (as defined by the New York Stock ExchangeNYSE Listing Standards), met sevennine times in 2021,2023, and operates under a written charter, which is posted on our website at investors.carvana.com/corporate-governance/governance-documents. As provided in the charter, the Audit Committee’s oversight responsibilities include monitoring the integrity of our financial statements (including reviewing financial information, the systems of internal controls, the audit process, and the independence and performance of our internal audit function and independent registered public accounting firm) and our compliance with legal and regulatory requirements. However, management has the primary responsibility for the financial statements and the reporting process, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee:
•reviewed and discussed the audited financial statements for the year ended December 31, 2021,2023, with our management;
•discussed with our independent auditors, Grant Thornton LLP, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communications with Audit Committees); and the SEC; and
•received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding Grant Thornton LLP’s communications with the audit committeeAudit Committee concerning independence, and has discussed with Grant Thornton LLP the independence of Grant Thornton LLP.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021.2023.
Respectfully submitted by:
Ira Platt (Chair)
Gregory Sullivan
Michael Maroone
Neha Parikh
ITEM 3 - SAY ON PAY
We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis,” the “Summary Compensation Table,” and the related compensation tables and narrative. This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934. Although this advisory vote is not binding, the Compensation and Nominating Committee will consider the voting results when evaluating our executive compensation program.
Our executive compensation programs are designed to support our long-term success and reflect our pay-for-performance culture. Our Company has grown dramatically over the years. Our growth has few historical precedents and makes us one of the fastest-growing technology, consumer, or retail companies at our scale, and in 2021 we continued to grow rapidly, with another year of impressive revenue growth while simultaneously making significant progress in gross profit per unit and improving our operating leverage. We have a strong belief in promoting a pay-for-performance culture, and, accordingly, as described in the “Compensation Discussion and Analysis” of this proxy statement, the Compensation and Nominating Committee has structured our executive compensation program to tie total compensation to long-term stockholder value, as reflected primarily in our stock price. We believe that our executive compensation plans effectively support our strategic and financial goals, create a culture of teamwork, and are directly tied to the performance of the Company and shareholder outcomes.
The Board recommends a vote “FOR” approval, on an advisory basis, of our executive compensation as described in this proxy statement.
OTHER MATTERS
We are not aware of any matters other than those discussed in the foregoing materialsthis Proxy Statement contemplated for action at the annual meeting.Annual Meeting. The persons named in the proxy card will vote in accordance with the recommendation of the Board on any other matters incidental to the conduct of, or otherwise properly brought before, the annual meeting.Annual Meeting. The proxy card contains discretionary authority for them to do so.
INCORPORATION BY REFERENCE
The “Audit Committee Report” included in this proxy statementProxy Statement shall not be deemed soliciting material or filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this document includes website addresses, which are intended to provide inactive, textual references only. The information on these websites is not part of this document.
AVAILABILITY OF SEC FILINGS, CODE OF CONDUCT, AND COMMITTEE CHARTERS
Copies of our reports on Forms 10-K, 10-Q, 8-K, all amendments to those reports filed with the SEC, our code of business conduct, corporate governance guidelines, the charters of the Audit Committee and Compensation and Nominating Committee, and any reports of beneficial ownership of our common stock filed by executive officers, directors and beneficial owners of more than 10% of our outstanding common stock are posted on and may be obtained through our website, investors.carvana.com, or may be requested in print, at no cost, by email at investors@carvana.com or by mail to Carvana Co., 1930 W.300 E. Rio Salado Pkwy, Tempe, AZ 85281, Attention: Investor Relations. Copies of any exhibit to our reports will be forwarded upon written request, subject to a reasonable charge for copying and mailing.
WHERE TO FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Exchange Act and in accordance therewith, we file annual, quarterly, and current reports and other information with the SEC. This information can be inspected and copied at the Public Reference Room at the SEC’s office at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Such information may also be accessed electronically by means of the SEC’s home page on the internet at www.sec.gov. We are an electronic filer, and the SEC maintains an internet site at www.sec.gov that contains the reports and other information we file electronically. Our website address is investors.carvana.com. Please note that our website address is provided as an inactive textual reference only. We make available free of charge, through our website, our annual report on Form 10-K, as amended, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on or accessible through our website is not part of this proxy statement.Proxy Statement.
COST OF PROXY SOLICITATION
Carvana is paying the expenses of this solicitation. Carvana will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward proxy materials to beneficial owners of stock held as of the record dateRecord Date by such persons, and Carvana will reimburse such persons for their reasonable out-of-pocket expenses in forwarding such proxy materials. In addition to solicitation by mail, directors, officers, and other employees of Carvana may solicit proxies in person or by telephone, facsimile, email, or other similar means.
ANNEX A
NON-GAAP FINANCIAL MEASURES
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP,generally accepted accounting principles in the United States ("GAAP"), we also present the following non-GAAP measures: Adjusted EBITDA; Adjusted EBITDA margin; Gross profit, non-GAAP; and EBITDA margin. We believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team, and it also improves investors’ understanding of our underlying operating performance and their ability to analyze our ongoing operating trends. All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures.Total gross profit per retail unit, non-GAAP.
Adjusted EBITDA; Adjusted EBITDA ANDmargin; Gross profit, non-GAAP; and Total gross profit per retail unit, non-GAAP
Adjusted EBITDA; Adjusted EBITDA MARGIN
EBITDAmargin; Gross profit, non-GAAP; and EBITDA MarginTotal gross profit per retail unit, non-GAAP are supplemental measures of operating performance that do not represent and should not be considered an alternative to net lossincome (loss), or cash flow from operations,gross profit, as determined by GAAP.
Adjusted EBITDA is defined as net loss beforeincome (loss) plus income tax provision, interest expense, income taxother (income) expense, andnet, depreciation and amortization expense.in cost of sales and SG&A, goodwill impairment, share-based compensation including the CEO Milestone Gift in cost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants and gain on debt extinguishment. Following the acquisition of ADESA U.S. Auction, LLC, we are also excluding depreciation and amortization in cost of sales, which was historically only a small component of cost of sales. Adjusted EBITDA Marginmargin is Adjusted EBITDA as a percentage of total revenues.
Gross profit, non-GAAP is defined as GAAP gross profit plus depreciation and amortization in cost of sales, share-based compensation including the CEO Milestone Gift in cost of sales, and restructuring costs, minus revenue related to our Root warrants. Total gross profit per retail unit, non-GAAP is Gross profit, non-GAAP divided by retail vehicle unit sales.
We use EBITDAthese non-GAAP measures to measure the operating performance of our business as a whole and EBITDA Margin to measure our operating performance relative to our total revenues.revenues and retail vehicle unit sales. We believe that EBITDA and EBITDA Marginthese metrics are useful measures to us and to our investors because they exclude certain financial, and capital structure, and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors. Adjusted EBITDA; Adjusted EBITDA margin; Gross profit, non-GAAP; and EBITDA MarginTotal gross profit per retail unit, non-GAAP may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations. A reconciliation
Reconciliations of Adjusted EBITDA to net loss,income (loss), and Gross profit, non-GAAP to gross profit, which isare the most directly comparable GAAP measure,measures, and calculationcalculations of Adjusted EBITDA Margin ismargin, and Total gross profit per retail unit, non-GAAP are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
| | | | | | | | | |
| (dollars in millions) |
| Net loss | $ | (287) | | | $ | (462) | | | $ | (365) | | | $ | (255) | | | $ | (164) | |
| Depreciation and amortization expense | 105 | | | 74 | | | 41 | | | 24 | | | 12 | |
| Interest expense | 176 | | | 131 | | | 81 | | | 25 | | | 7 | |
| | | | | | | | | |
| Income Tax Provision | $ | 1 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| EBITDA | $ | (5) | | | $ | (257) | | | $ | (243) | | | $ | (206) | | | $ | (145) | |
| | | | | | | | | |
| Total revenues | $ | 12,814 | | | $ | 5,587 | | | $ | 3,940 | | | $ | 1,955 | | | $ | 859 | |
| Net Loss Margin | (2.2) | % | | (8.3) | % | | (9.3) | % | | (13.0) | % | | (19.1) | % |
| EBITDA Margin | — | % | | (4.6) | % | | (6.2) | % | | (10.5) | % | | (16.9) | % |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Years Ended December 31, |
| (dollars in millions, except per unit amounts) | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 |
| Net income (loss) | $ | (15) | | | $ | (37) | | | $ | (93) | | | $ | (164) | | | $ | (255) | | | $ | (365) | | | $ | (462) | | | $ | (287) | | | $ | (2,894) | | | $ | 150 | |
| Income tax provision | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1 | | | 1 | | | 25 | |
| Interest expense | — | | | 1 | | | 4 | | | 8 | | | 25 | | | 81 | | | 131 | | | 176 | | | 486 | | | 632 | |
| Other (income) expense, net | — | | | — | | | — | | | 1 | | | 1 | | | 4 | | | (1) | | | 6 | | | 70 | | | (1) | |
| Depreciation and amortization expense in cost of sales | — | | | — | | | — | | | — | | | — | | | — | | | 10 | | | 24 | | | 114 | | | 169 | |
| Depreciation and amortization expense in SG&A | 2 | | | 3 | | | 4 | | | 11 | | | 24 | | | 41 | | | 74 | | | 105 | | | 200 | | | 183 | |
| Share-based compensation expense in cost of sales | — | | | — | | | — | | | — | | | 4 | | | 5 | | | 1 | | | — | | | 16 | | | — | |
| Share-based compensation expense in SG&A | — | | | 1 | | | 1 | | | 6 | | | 21 | | | 30 | | | 25 | | | 39 | | | 69 | | | 73 | |
| Goodwill impairment | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 847 | | | — | |
| Root warrant revenue | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (7) | | | (21) | |
| Gain on debt extinguishment | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (878) | |
Restructuring (1) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 57 | | | 7 | |
| Adjusted EBITDA | $ | (13) | | | $ | (32) | | | $ | (84) | | | $ | (138) | | | $ | (180) | | | $ | (204) | | | $ | (222) | | | $ | 64 | | | $ | (1,041) | | | $ | 339 | |
| | | | | | | | | | | | | | | | | | | |
| Total revenues | $ | 42 | | | $ | 130 | | | $ | 365 | | | $ | 859 | | | $ | 1,955 | | | $ | 3,940 | | | $ | 5,587 | | | $ | 12,814 | | | $ | 13,604 | | | $ | 10,771 | |
| Net income (loss) margin | (36.6) | % | | (28.2) | % | | (25.5) | % | | (19.1) | % | | (13.0) | % | | (9.3) | % | | (8.3) | % | | (2.2) | % | | (21.3) | % | | 1.4 | % |
| Adjusted EBITDA margin | (31.0) | % | | (24.6) | % | | (23.0) | % | | (16.1) | % | | (9.2) | % | | (5.2) | % | | (4.0) | % | | 0.5 | % | | (7.7) | % | | 3.1 | % |
| | | | | | | | | | | | | | | | | | | |
| Gross profit | $ | — | | | $ | 1 | | | $ | 19 | | | $ | 68 | | | $ | 197 | | | $ | 506 | | | $ | 794 | | | $ | 1,929 | | | $ | 1,246 | | | $ | 1,724 | |
| Depreciation and amortization expense in cost of sales | — | | | — | | | — | | | — | | | — | | | — | | | 10 | | | 24 | | | 114 | | | 169 | |
| Share-based compensation expense in cost of sales | — | | | — | | | — | | | — | | | 4 | | | 5 | | | 1 | | | — | | | 16 | | | — | |
| Root warrant revenue | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (7) | | | (21) | |
Restructuring (1) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 7 | | | — | |
| Gross profit, non-GAAP | $ | — | | | $ | 1 | | | $ | 19 | | | $ | 68 | | | $ | 201 | | | $ | 511 | | | $ | 805 | | | $ | 1,953 | | | $ | 1,376 | | | $ | 1,872 | |
| | | | | | | | | | | | | | | | | | | |
| Retail vehicle unit sales | 2,105 | | | 6,523 | | | 18,761 | | | 44,252 | | | 94,108 | | | 177,549 | | | 244,111 | | | 425,237 | | | 412,296 | | | 312,847 | |
| Total gross profit per retail unit | $ | (201) | | | $ | 206 | | | $ | 1,023 | | | $ | 1,539 | | | $ | 2,090 | | | $ | 2,852 | | | $ | 3,253 | | | $ | 4,537 | | | $ | 3,022 | | | $ | 5,511 | |
| Total gross profit per retail unit, non-GAAP | $ | (201) | | | $ | 206 | | | $ | 1,013 | | | $ | 1,537 | | | $ | 2,136 | | | $ | 2,878 | | | $ | 3,298 | | | $ | 4,593 | | | $ | 3,337 | | | $ | 5,984 | |
(1) Restructuring includes costs related to our May 2022 and November 2022 reductions in force, as well as lease termination and other restructuring expenses.
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:Carvana Co. Annual Meeting of Stockholders For Stockholders of record as of March 03, 2022 TIME:11, 2024 DATE: Monday, May 2, 20226, 2024 TIME: 2:0030 PM, Pacific Time PLACE: Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/CVNA for virtual meeting registrationmore details. This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Paul Breaux and Kevin Hogan (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Carvana Co. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as
may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION.The shares represented by this proxy will be voted as directed or, if no direction is given, shares will be voted "FOR" all the director nominees listed in Proposal 1 and "FOR" Proposals 2 and 3. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/CVNA
Carvana Co.AnnualCo. Annual Meeting of Stockholders Please make your marks like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTORS IN PROPOSAL 1, AND "FOR" PROPOSALS 2 AND 3. PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS 1. Election of Directors:Directors FOR WITHHOLD 1.01 Dan QuayleErnest Garcia III #P2# #P2# FOR 1.02 Gregory SullivanIra Platt #P3# #P3# FOR FOR AGAINST ABSTAIN2. RatificationApproval, by an advisory vote, of Carvana's executive compensation. #P4# #P4# #P4# FOR 3. The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2022. #P4# #P4# #P4# FOR 3. Approval, by an advisory vote, of Carvana's executive compensation.2024. #P5# #P5# #P5# FOR 4. OtherTo transact other business as may properly come before the meeting or any adjournment of the meeting. You must pre-registerregister to attend the meeting online.online and/or participate at www.proxydocs.com/CVNA Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote
Form. Signature (and Title if applicable) Proposal_Page - VIFL Date Signature (if held jointly) Date
