Document

DEF 14A 1 a2021proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Dear Fellow CarMax Shareholders:

I am pleased to invite you to attend the 2021 annual meeting of CarMax, Inc. shareholders, which will be held on Tuesday, June 29, 2021. The attached notice of annual shareholders meeting and proxy statement are your guides to the meeting.

Our fiscal year began on March 1, 2020 and within weeks approximately half of our stores were closed or operating under significant restrictions due to the outbreak of the novel coronavirus (“COVID-19”). By early April our used vehicle sales were down by as much as 75% due to COVID-19’s impact on consumer demand and the steps CarMax took to address public health concerns and government mandates. Even after this initial period, many of the limitations on our business – local and state occupancy restrictions, social distancing measures, economic dislocations – continued throughout the fiscal year.

In response to the challenges presented by the pandemic, CarMax acted quickly to adapt operations to the new circumstances and position the company for success after the pandemic recedes. We were able to deliver exceptional customer experiences while remaining financially strong. That financial strength enabled us to continue to aggressively invest in our core business and pursue new growth opportunities. Among many other accomplishments, we:

•Completed the national rollout of our omni-channel experience, giving us a common platform across all of CarMax that leverages our scale, nationwide footprint and infrastructure;

•Moved all wholesale auctions into a virtual environment;

•Introduced a new online instant appraisal offering, strengthening our leadership as the largest buyer, and positioning us to become the largest online buyer, of used autos from consumers;

•Introduced the Love Your Car Guarantee, an industry-leading, signature customer experience; and

•Announced our agreement to acquire Edmunds, one of the most well established and trusted online guides for automotive information and a recognized industry leader in digital car shopping innovations.

On behalf of the Board of Directors, we are proud of the resiliency shown by the entire CarMax organization over the past year and look forward to the future with confidence and optimism.

Shareholders will be able to attend and participate in the virtual meeting online, including voting shares and submitting questions. Instructions and information on how to participate in the meeting can be found on page 68 of the proxy statement.

We also are pleased to furnish proxy materials to shareholders primarily over the internet. On or about May 11, 2021, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and to vote online. Internet distribution of our proxy materials expedites receipt by shareholders, lowers the cost of the annual shareholders meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

Whether or not you will be attending our virtual annual shareholders meeting, your vote is very important to us. I encourage you to cast your ballot by internet, by telephone, by mail (if you request a paper copy), or during the annual shareholders meeting.

Thank you for your continued trust in CarMax.

Sincerely,

Thomas J. Folliard

Chair of the Board of Directors

May 11, 2021

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

When:

Tuesday, June 29, 2021, at 1:00 p.m. Eastern Time

Where:

This year’s meeting is a virtual annual shareholders meeting held at: www.virtualshareholdermeeting.com/KMX2021

Items of Business:

(1)

To elect the twelve directors named in the proxy statement to our Board of Directors.

(2)

To ratify the appointment of KPMG LLP as our independent registered public accounting firm.

(3)

To vote on an advisory resolution to approve the compensation of our named executive officers.

(4)

To vote on the shareholder proposal regarding a report on political contributions, if properly presented at the meeting.

(5)

To transact any other business that may properly come before the annual shareholders meeting or any postponements or adjournments thereof.

Who May Vote:

You may vote if you owned CarMax common stock at the close of business on April 23, 2021.

By order of the Board of Directors,

Eric M. Margolin

Executive Vice President,

General Counsel and Corporate Secretary

May 11, 2021


TABLE OF CONTENTS


PROXY SUMMARY			1
PROPOSAL ONE: ELECTION OF DIRECTORS			7
CORPORATE GOVERNANCE			15
Overview			15
Corporate Responsibility and Sustainability			16
Independence			18
Board Leadership Structure			19
Board Committees			19
Board and Committee Meetings			21
Selection of Directors			22
Key Board Responsibilities			23
Related Person Transactions			24
Shareholder Communication with Directors			25
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
AUDIT COMMITTEE REPORT			27
AUDITOR FEES AND PRE-APPROVAL POLICY			28
PROPOSAL THREE: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION			29
COMPENSATION DISCUSSION AND ANALYSIS			30
Overview			30
Executive Summary			30
How We Make Compensation Decisions			31
What We Pay and Why: Elements of Compensation			34
Base Salary			34
Annual Incentive Bonus			35
Long-Term Equity Awards			38
Compensation Mix			40
Additional Elements of Compensation			41
Additional Information			42
COMPENSATION AND PERSONNEL COMMITTEE REPORT			45
COMPENSATION TABLES			46
Summary Compensation Table			46
All Other Compensation Table			47
Grants of Plan-Based Awards Table			48
Outstanding Equity Awards Table			49
Option Exercises and Stock Vested Table			51
Pension Benefits Table			51
Nonqualified Deferred Compensation Table			53


Potential Payments Upon Termination or Change-in-Control			54
CEO Pay Ratio			59
DIRECTOR COMPENSATION			60
PROPOSAL FOUR: SHAREHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL CONTRIBUTIONS			62
CARMAX SHARE OWNERSHIP			65
GENERAL INFORMATION			68


PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. For more complete information, please review this entire proxy statement and CarMax’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021.

Business Highlights

Our fiscal 2021 results were significantly impacted by the COVID-19 pandemic, most significantly during our first quarter, which overlapped with the escalation of the pandemic and widespread lockdowns. During the first quarter, more than 80% of the days were negatively impacted by a mix of store closures and limited operations. Stores that remained open were subject to occupancy restrictions. For that quarter, comparable store used unit sales declined 41.8%, net sales and operating revenues declined 39.8%, and net earnings declined 98.1%.

Despite the severe initial impact, we quickly adjusted our business to the demands of the pandemic marketplace. Among other steps, we moved all of our auctions online in April 2020 and completed our omni-channel rollout in the second quarter of fiscal 2021. Throughout the rest of the year, the pandemic and its consequences created significant volatility in our business, but we were able to adjust despite continued store occupancy limitations, consumer uncertainty, and economic disruptions. Our full year results recovered substantially from first quarter declines, and for the first month of our fiscal 2022 year we were able to report robust used unit sales growth when compared with COVID-impacted March 2020 and a record March 2019.

Additional information about our fiscal 2021 results can be found in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021.


Strategic Initiatives and Accomplishments			Despite the impact of COVID-19, we completed the nationwide roll out of our omni-channel platform and online instant appraisal offer. By the end of fiscal 2021, approximately 25% of our customers were eligible to buy a vehicle online independently and approximately 75% of our customers advanced their transaction digitally during the fourth quarter of fiscal 2021.
Revenues			Net sales and operating revenue decreased 6.7% to $18.95 billion.
Earnings			Net earnings decreased 15.9% to $746.9 million and net earnings per diluted share decreased 15.2% to $4.52.
Units			Total used unit sales decreased 9.7% and comparable store used unit sales decreased 11.7%. Total wholesale unit sales decreased 8.6%.
CarMax Auto Finance			CarMax Auto Finance (“CAF”) finished the year with income of $562.8 million, an increase of 23.4% over the prior year.
Share Repurchases			We continued our share repurchase program in fiscal 2021, buying back 2.4 million shares with a market value of $216.3 million.
Seventeenth Year on Fortune “Best Companies” List			We were named by Fortune magazine as one of its 100 Best Companies to Work For® for the seventeenth year in a row.

Corporate Responsibility and Governance Highlights

NET ZERO COMMITMENT

On March 18, 2021, we announced our commitment to achieving net zero greenhouse gas (GHG) emissions by 2050 and a 50% reduction in GHG emissions by 2025. We believe we have established a clear roadmap to meet our 2025 target and have implemented a number of efforts already to help achieve that goal. Longer term, we intend to evaluate all aspects of our business to see what additional measures we can implement to achieve our 2050 goal.

In addition to our net zero initiative, we are focused on expanding the market for electric vehicles. With the goal of becoming a leader in the market for used electric vehicles, we are investing in the training, tools, and internal infrastructure to strengthen our ability to service and recondition electric vehicles to our high standards.

TECHNOLOGY AND INNOVATION COMMITTEE

Over the past several years we have reimagined our business through digital innovation and technological expansion on the path to becoming a fully omni-channel retailer. Executing on this long term strategy requires close oversight from our Board, which has devoted significant time during and outside of its meetings to provide management with advice and guidance around these initiatives. At the same time, cybersecurity risks require constant and growing vigilance to mitigate. In recent years, our management team has quarterly briefed either the full Board or the Audit Committee on topics related to technology and cybersecurity risk.

In recognition of the increasing time spent by the Board on these matters and the significant expertise certain directors could bring to a committee focused solely on technology matters, the Board formed a standing Technology and Innovation Committee in April 2021. The Committee will provide oversight and guidance across a number of our most important strategic initiatives, including the continued deployment and enhancement of our omni-channel capabilities, the development of other digital businesses and opportunities, and the further growth of our data analytics and machine learning capabilities. The Technology and Innovation Committee will also have primary oversight responsibility for CarMax’s technology risk management, including oversight of information technology, cybersecurity, and data privacy risks.

The initial members of the Committee, Sona Chawla (chair), Mark F. O’Neil, and Marcella Shinder, all bring significant relevant technology experience to the Committee. Additional information on their background and qualifications can be found in the director nominee information beginning on page 7.

KEY CORPORATE RESPONSIBILITY AND GOVERNANCE PRACTICES



Annual election of all directors			Majority voting for directors
10 of 12 director nominees are independent			Proxy access adopted
6 new independent directors since 2017			Annual “say on pay” vote
Responsibility Reporting			Board oversight of risk management program
Net Zero 2050 Commitment			Formation of a new Technology and Innovation Committee

Annual Meeting of Shareholders



When			Tuesday, June 29, 2021, at 1:00 p.m., Eastern Time
Where			This year’s meeting is a virtual-only annual shareholders meeting. There will be no in person meeting location.
Who May Attend the Virtual Meeting			All shareholders as of the record date may attend the meeting.
Record Date			April 23, 2021
Virtual Meeting Website			www.virtualshareholdermeeting.com/KMX2021

Voting Matters and Board Recommendations


Agenda Item		Board Recommendation	Page of Proxy Statement

1.	Election of Twelve Directors	FOR each Director nominee	7
2.	Ratification of Auditors	FOR	26
3.	Advisory Approval of Executive Compensation	FOR	29
4.	Shareholder Proposal regarding a Report on Political Contributions	AGAINST	62

Virtual Annual Meeting Attendance

In light of the continuing uncertainty around public health concerns and restrictions resulting from the COVID-19 pandemic, this year our annual shareholders meeting will again be held virtually and there will be no in-person meeting location. Shareholders will be able to attend and participate in the virtual meeting, including voting their shares and asking questions.

To attend and participate in our annual meeting:

•Visit www.virtualshareholdermeeting.com/KMX2021

•Enter the 16-digit control number listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

Our annual meeting will begin promptly at 1:00 p.m., Eastern Time, on June 29, 2021. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. You may begin to log into the virtual platform beginning at 12:45 p.m., Eastern Time, on June 29, 2021. Additional instructions and information on how to participate can be found on page 68.

Proposal One:

Election of Directors

We are asking you to vote “FOR” the following candidates for election to our Board of Directors.

Nominee

Age

Director
Since

Independent

Principal Occupation

Committee Membership

Peter J. Bensen

2018

Yes

Retired Chief Administrative Officer and Corporate Executive Vice President and Chief Financial Officer of McDonald's Corporation, a global restaurateur and franchisor

Audit

Ronald E. Blaylock

2007

Yes

Founder and Managing Partner of GenNx360 Capital Partners, a private-equity buyout fund

Compensation and Personnel

Sona Chawla

2017

Yes

Chief Growth and Innovation Officer at CDW Corporation, a leading business technology company

Compensation and Personnel; Technology and Innovation

Thomas J. Folliard

2006

Non-Executive Chair of the Board, CarMax, Inc. and Retired President and Chief Executive Officer of CarMax, Inc.

N/A

Shira Goodman

2007

Yes

Advisory Director, Charlesbank Capital Partners and Retired Chief Executive Officer of Staples, Inc., an office supply retailer

Nominating and Governance

Robert J. Hombach

2018

Yes

Retired Executive Vice President, Chief Financial Officer and Chief Operations Officer of Baxalta Incorporated, a biopharmaceutical company

Audit

David W. McCreight

2018

Yes

Retired President of Urban Outfitters, Inc., an international consumer products retailer and wholesaler, and Chief Executive Officer of its Anthropologie Group. Chief Executive Officer of Lulu's, an online fashion retailer

Audit

William D. Nash

2016

President and Chief Executive Officer of CarMax, Inc.

N/A

Mark F. O'Neil

2019

Yes

Retired Chief Operating Officer of Cox Automotive, Inc., a global automotive services and software company and owner of Manheim, an automobile auction company

Audit; Technology and Innovation

Pietro Satriano

2018

Yes

Chief Executive Officer of US Foods Holding Corp., a publicly held foodservice distributor

Nominating and Governance

Marcella Shinder

2015

Yes

Advisory Director, Charlesbank Capital Partners and Retired Global Head of Partnerships at WeWork Companies Inc., a technologically driven global provider of shared working spaces

Nominating and Governance; Technology and Innovation

Mitchell D. Steenrod

2011

Yes

Retired Senior Vice President and Chief Financial Officer of Pilot Travel Centers LLC, the nation’s largest operator of travel centers and truck stops

Compensation and Personnel

BOARD NOMINEE SNAPSHOT

Our Board has undergone significant refreshment over the past several years. Six of our ten independent director nominees have joined the Board since 2017.

The average tenure on our Board is 6 years, and the average age of our directors is 57 years.

Proposal Two:

Ratification of Auditors

We are asking you to ratify the appointment by the Audit Committee of KPMG LLP (“KPMG”) as our independent auditors for fiscal 2022. The following table summarizes the fees billed by KPMG for fiscal 2020 and 2021.


	Audit Fees	Audit-Related Fees	Tax Fees	Total Fees
Fiscal 2021	$2,193,000	$570,000	$1,462	$2,764,462
Fiscal 2020	$2,428,374	$563,000	$107,991	$3,099,365

Proposal Three:

Executive Compensation

We are asking you to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. At our last two annual shareholders meetings, a significant majority of our shareholders supported our executive compensation program, with approximately 98% and 96% of votes cast in 2019 and 2020, respectively, voting in favor of our program. We design our compensation plans to tie pay to performance. The following chart illustrates the relationship over the last three fiscal years between our net earnings and the target total direct compensation (i.e., base salary, target annual incentive bonus, and long-term equity grants) paid to our Chief Executive Officer (“CEO”).

Net Earnings and CEO Target Total Direct Compensation

You will find additional information on our executive compensation program beginning on page 30.

Proposal Four:

Shareholder Proposal for a Report on Political Contributions

The Board recommends a vote against this proposal, which would require that CarMax make certain political contribution disclosures. CarMax’s political contributions, while purposeful, are limited in amount; subject to the CarMax Corporate Political Contribution Policy and Board oversight; and already disclosed as required under state contribution disclosure laws. Shareholders rejected nearly identical proposals at the 2016, 2017, 2018, and 2019 annual shareholders meetings. The Board continues to believe that adoption of the shareholder proposal is both unnecessary and not in the best interest of shareholders.

Next Year’s Annual Shareholders Meeting


Expected Date of 2022 Annual Shareholders Meeting			June 28, 2022
Deadline for Shareholder Proposals			January 11, 2022


PROPOSAL ONE: ELECTION OF DIRECTORS

We are asking you to vote for the election of the twelve director nominees listed on the following pages. Our Board has nominated these individuals at the recommendation of our independent Nominating and Governance Committee. The Committee based its recommendation on, among other things, the results of an annual Board and peer evaluation process, as well as the integrity, experience, and skills of each nominee. All of the nominees are current directors who were elected by shareholders at our 2020 annual meeting.

Our Board is declassified and elected on an annual basis. Accordingly, each director nominee is standing for election to hold office until our 2022 annual meeting of shareholders. CarMax uses a majority vote standard for the election of directors. This means that to be elected in uncontested elections, each nominee must be approved by the affirmative vote of a majority of the votes cast.

Each nominee has consented to being named in this proxy statement and to serve if elected. If any nominee is not available to serve—for reasons such as death or disability—your proxy will be voted for a substitute nominee if the Board nominates one.

The table below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.

Leadership and Industry Experience

Functional Experience

Other Public Company Board Experience

CEO/COO/Division President

CFO

Relevant Industry Experience

Accounting & Finance

Innovation and Disruption

Data Analytics

E-commerce

Technology & Cybersecurity

Product, Marketing & Media

Regulatory

Human Capital Manage-ment

Risk Oversight

Strategic Planning

Peter J. Bensen

Ronald E. Blaylock

Sona Chawla

Thomas J. Folliard

Shira Goodman

Robert J. Hombach

David W. McCreight

William D. Nash

Mark F. O’Neil

Pietro Satriano

Marcella Shinder

Mitchell D. Steenrod

BOARD NOMINEE SNAPSHOT

The following pages include information about the nominees. This information includes a summary of the specific experience, qualifications, attributes or skills that led to the conclusion that each person should serve as a CarMax director.

The Board recommends a vote FOR each of the nominees.


			PETER J. BENSEN Director since: 2018 Age: 58 Independent
Mr. Bensen retired from McDonald’s Corporation, following a 20-year career, in 2016. He served as Chief Administrative Officer of McDonald’s from 2015 to 2016. Before that he served as Corporate Executive Vice President and Chief Financial Officer of McDonald’s from 2008 to 2014, when he was promoted to Corporate Senior Executive Vice President and Chief Financial Officer, a position he held until 2015. During his tenure as Chief Administrative Officer and Chief Financial Officer, Mr. Bensen also had oversight responsibility for information technology, supply chain, and other support departments. Before joining McDonald’s in 1996, Mr. Bensen was a senior manager at Ernst & Young LLP.
Qualifications Mr. Bensen’s long-standing service as the chief financial officer, and in other administrative, financial, and accounting roles, at a global, iconic company qualify him to serve on our Board. He brings to our Board extensive management experience and financial expertise, as well as his background as a key executive helping to shape McDonald’s strategic response to a changing market environment.
Other Current Directorships Other Directorships within Past 5 Years Lamb Weston Holdings, Inc. None.


			RONALD E. BLAYLOCK Director since: 2007 Age: 61 Independent
Mr. Blaylock is the founder and Managing Partner of GenNx360 Capital Partners, a private-equity buyout fund focused on industrial business-to-business companies. Prior to founding GenNx360 in 2006, Mr. Blaylock was Chief Executive Officer of Blaylock & Company, a full-service investment banking firm that he founded in 1993. Previously, Mr. Blaylock held senior management positions with PaineWebber and Citigroup.
Qualifications Mr. Blaylock’s experience managing two successful investment enterprises, as well as his considerable capital markets and finance experience, qualify him to serve on our Board. Mr. Blaylock’s years of relevant experience growing companies, serving as a strategic advisor and serving on other public company boards enable him to provide additional insight to our Board.
Other Current Directorships Other Directorships within Past 5 Years Pfizer Inc. Urban One, Inc. (2002-2019) W. R. Berkley Corporation Advantage Solutions Inc.


			SONA CHAWLA Director since: 2017 Age: 53 Independent
Ms. Chawla has served as the Chief Growth and Innovation Officer at CDW Corporation, a leading technology solutions provider to business, government, education and healthcare customers, since January 2020. She is responsible for strategy, e-commerce, technology, operations, marketing, and product and partner management. Prior to joining CDW, she was President of Kohl's Corporation from May 2018 to October 2019. Ms. Chawla joined Kohl’s in November 2015, serving as Chief Operating Officer until September 2017 and as President-Elect from September 2017 to May 2018. At Kohl’s her responsibilities encompassed omnichannel operations, including stores, e-commerce, technology, logistics & supply chain, and corporate strategy. Before joining Kohl’s, Ms. Chawla served at Walgreens as its President of Digital and Chief Marketing Officer from February 2014 to November 2015 and as its President, E-commerce from January 2011 to February 2014. Prior to joining Walgreens, Ms. Chawla was vice president of global online business at Dell, Inc. Before Dell, Ms. Chawla worked at Wells Fargo’s Internet Services Group, where she held several roles including executive vice president of online sales, service and marketing.
Qualifications As Chief Growth and Innovation Officer at a leading business technology company that specializes in providing products, solutions and services, Ms. Chawla brings the perspective of an executive driving innovation for businesses accelerating their digital transformation and responding to the evolving technology landscape. Her background and operating executive experience in retail, including e-commerce, omnichannel strategy, store operations, logistics, and information and digital technology strengthen the business and strategic insight of our Board.
Other Current Directorships Other Directorships within Past 5 Years None. None.


			THOMAS J. FOLLIARD Director since: 2006 Age: 56 Non-Executive Chair of the Board
Mr. Folliard has been the Non-Executive Chair of the Board of CarMax since August 2016. He joined CarMax in 1993 as senior buyer and became Director of Purchasing in 1994. He was promoted to Vice President of Merchandising in 1996, Senior Vice President of Store Operations in 2000 and Executive Vice President of Store Operations in 2001. Mr. Folliard served as President and Chief Executive Officer of CarMax from 2006 to February 2016 and retired as Chief Executive Officer in August 2016.
Qualifications During his ten years as CEO, Mr. Folliard successfully led CarMax through the company’s establishment as a national brand and a time of significant growth, during which its store base and total revenues more than doubled and its net income quadrupled. With his long tenure at CarMax, Mr. Folliard brings to the board significant executive experience and in-depth knowledge of our company, the auto retail industry, and the continued deployment of technology within the industry.
Other Current Directorships Other Directorships within Past 5 Years PulteGroup, Inc. DAVIDsTEA, Inc. (2014-2017)


			SHIRA GOODMAN Director since: 2007 Age: 60 Independent
Ms. Goodman was the Chief Executive Officer of Staples, Inc. Ms. Goodman joined Staples in 1992 and held a variety of positions of increasing responsibility in general management, marketing and human resources, including serving as Executive Vice President, Marketing from 2001 to 2009, Executive Vice President, Human Resources from 2009 to 2012, Executive Vice President, Global Growth from 2012 to 2014, President, North American Commercial from 2014 to 2016, President, North American Operations from February to June 2016, Interim Chief Executive Officer from June to September 2016, and Chief Executive Officer from September 2016 to January 2018. From 1986 to 1992, Ms. Goodman worked at Bain & Company and helped develop the business plan for Staples’ initial delivery business. This business subsequently grew into a leading e-commerce site under Ms. Goodman’s leadership while at Staples. Ms. Goodman joined Charlesbank Capital Partners, a private equity firm, in 2019 as an Advisory Director. At Charlesbank, Ms. Goodman provides business development and strategic guidance to B2B and B2C companies and is responsible for leading Charlesbank’s ESG efforts across the firm and its portfolio companies.
Qualifications Ms. Goodman’s experience as the chief executive and senior executive in other leadership positions in operations, retail marketing, human resources and business growth at an internationally renowned retailer qualify her to serve on our Board. During her years at Staples, the company underwent a robust digital transformation and grew from a mid-sized US retailer into a global multi-channel distributor with a powerful presence in retail, e-commerce and B2B delivery.
Other Current Directorships Other Directorships within Past 5 Years CBRE Group, Inc. Henry Schein, Inc. (2018-2021 (not standing for reelection at their 2021 annual meeting of shareholders)) Staples, Inc. (2016-2017)


			ROBERT J. HOMBACH Director since: 2018 Age: 55 Independent
Mr. Hombach is the retired Executive Vice President, Chief Financial Officer and Chief Operations Officer of Baxalta, a biopharmaceutical company, a position he held from 2015 until the acquisition of Baxalta by Shire PLC in 2016. Baxalta was spun off from its parent, Baxter, in 2015, where Mr. Hombach served as Vice President and Chief Financial Officer from 2010 until the Baxalta spin off. Mr. Hombach began his career at Baxter, a global healthcare company, in 1989 and served in a number of roles there, including as Vice President of Finance EMEA from 2004 to 2007 and Treasurer from 2007 to 2010.
Qualifications Mr. Hombach’s considerable executive and financial experience qualify him to serve on our Board. His background as an executive at large, multi-national corporations undertaking complex strategic and transactional transitions, in addition to his operational and financial expertise, strengthen the business and strategic insight of our Board.
Other Current Directorships Other Directorships within Past 5 Years BioMarin Pharmaceutical Inc. None. Aptinyx Inc.


			DAVID W. MCCREIGHT Director since: 2018 Age: 58 Independent
Mr. McCreight is the retired President of Urban Outfitters, Inc., parent of Urban Outfitters, Anthropologie Group, and Free People consumer brands whose products are distributed internationally through their digital, retail, and wholesale channels. Mr. McCreight served as President of Urban Outfitters, Inc. from 2016 to 2018 and Chief Executive Officer of Anthropologie from 2011 to 2018. During his tenure as CEO of Anthropologie, Mr. McCreight led the company’s transformation from a store-centric brand to a best-in-class omnichannel platform while enhancing its customers’ brand experience. Previously, Mr. McCreight served as President of Under Armour from 2008 until 2010; and he was President, from 2005 to 2008, and Senior Vice President, from 2003 to 2005, of Lands’ End. In April 2021, Mr. McCreight was named Chief Executive Officer of Lulu’s Fashion Lounge Holdings, Inc., a privately-held online fashion and lifestyle retailer.
Qualifications Mr. McCreight has executive experience leading high-profile retail brands in highly competitive and fast-evolving marketplaces. For over twenty years, Mr. McCreight led organizations in developing omnichannel strategies and digital competencies to expand the reach for new customers and strengthen relationships with existing customers. His deep experience as an omnichannel brand executive and successful track record qualify him to serve on our Board, particularly as CarMax continues to differentiate and grow its brand and enhance its omnichannel strategy.
Other Current Directorships Other Directorships within Past 5 Years Wolverine World Wide, Inc. DAVIDsTEA, Inc. (2014-2018)


			WILLIAM D. NASH Director since: 2016 Age: 52 President and Chief Executive Officer
Mr. Nash has been the President and Chief Executive Officer of CarMax since September 2016. He was promoted to President in February 2016. In 2012, he assumed the role of Executive Vice President, Human Resources and Administrative Services, where he oversaw human resources, information technology, procurement, loss prevention, employee health & safety, and construction & facilities. In 2011, Mr. Nash was promoted to Senior Vice President, Human Resources and Administrative Services. Previously, he served as Vice President and Senior Vice President of Merchandising, after serving as Vice President of Auction Services. Mr. Nash joined CarMax in 1997 as auction manager. Before joining CarMax, Mr. Nash, a CPA, held a variety of accounting roles at Circuit City.
Qualifications As the chief executive officer of CarMax, Mr. Nash leads the Company’s day-to-day operations and is responsible for establishing and executing the Company’s strategic plans. His significant experience in the auto retail industry, his tenure with CarMax and his motivational leadership of more than 25,000 CarMax associates qualify him to serve on our Board.
Other Current Directorships Other Directorships within Past 5 Years None. None.


			MARK F. O’NEIL Director since: 2019 Age: 62 Independent
Mr. O’Neil retired as Chief Operating Officer of Cox Automotive, a global automotive services and software company, in March 2019 after being named to the position in 2016 following Cox’s acquisition of Dealertrack Technologies, Inc., a publicly traded provider of software, marketing and e-commerce services for automotive retailers. At Cox, Mr. O’Neil led the rebuild of the Autotrader website to make it more interactive for consumers. Mr. O’Neil was CEO of Dealertrack from 2001 until the sale to Cox in 2015 and also served as President from 2001 to 2014. He was a director of Dealertrack from 2001 to 2015 and Chairman of the Board from 2005 to 2015. As CEO of Dealertrack, Mr. O’Neil led the company’s growth in becoming the leading provider of web-based software solutions and services for all major segments of the automotive retail industry, including creating the largest online auto credit application network in the U.S. and Canada. Mr. O’Neil began his career at Intel Corporation and subsequently worked for McKinsey & Co. before moving to the automotive industry in the late 1980s. His experience in the automotive industry includes serving as President of Ertley MotorWorld, a dealer group based in Pennsylvania. From this traditional retail dealer group, Mr. O’Neil went on to work on the development and rollout of CarMax, serving in various roles at CarMax from 1992 until 2000, including as Vice President from 1997 to 2000. From 2000 through 2001, Mr. O’Neil was President and COO of Greenlight.com, an online automotive sales website.
Qualifications Mr. O’Neil’s extensive experience as a chief executive and a leader at the intersection of auto retail and technology uniquely qualifies him to serve on our Board. During his over 30-year career in auto retail, Mr. O’Neil led several companies through periods of significant retail innovation, using technology solutions to disrupt and transform financing, insurance, marketing and other activities within the automotive retail sales and service processes.
Other Current Directorships Other Directorships within Past 5 Years None. None.


			PIETRO SATRIANO Director since: 2018 Age: 58 Independent
Mr. Satriano has been the Chief Executive Officer and a director of US Foods Holding Corp., a publicly held foodservice distributor, since July 2015 and Chairman of the US Foods board since December 2017. Prior to that, Mr. Satriano served as Chief Merchandising Officer of US Foods from February 2011 until July 2015. Before joining US Foods, Mr. Satriano was President of LoyaltyOne Canada from 2009 to 2011 and served in a number of leadership positions at Loblaw Companies Limited, including Executive Vice President, Loblaw Brands, and Executive Vice President, Food Segment, from 2002 to 2008. Mr. Satriano began his career in strategy consulting, first in Toronto, Canada with what is now The Boston Consulting Group, and then in Milan, Italy with the Monitor Company.
Qualifications Mr. Satriano’s chief executive experience at US Foods, as well as his extensive executive experience at consumer-facing companies, qualify him to serve on our Board. In his role as CEO, Mr. Satriano is leading US Foods’ strategy of using technology and e-commerce solutions to fuel future growth in the highly-competitive and rapidly-evolving foodservice distribution industry.
Other Current Directorships Other Directorships within Past 5 Years US Foods Holding Corp. None.


			MARCELLA SHINDER Director since: 2015 Age: 54 Independent
Ms. Shinder served as Global Head of Partnerships at WeWork Companies, Inc. a technologically driven global provider of shared working spaces, from April 2019 to November 2019. Ms. Shinder joined WeWork in March 2018, serving as Global Head of Marketing until April 2019. At WeWork, Ms. Shinder was responsible for leading a global, integrated, omnichannel marketing agenda. Prior to WeWork, Ms. Shinder was Chief Marketing Officer at WorkMarket, a venture-backed enterprise software-as-a-service company acquired by ADP, from 2016 until 2018. Before that, Ms. Shinder was Chief Marketing Officer of Nielsen Holdings plc, a global measurement and data analytics company from 2011 to 2016 where she transformed the company’s digital properties and positioned it for success as a leader in digital measurement. Prior to joining Nielsen, Ms. Shinder held various executive roles during her 17 years with American Express, including Head of Marketing and General Manager of divisions including OPEN Small Business and Global Business Travel where her work and leadership earned numerous industry accolades for digital leadership and marketing innovation. Ms. Shinder joined Charlesbank Capital Partners, a private equity firm, in 2020 as an Advisory Director. Ms. Shinder is also a founding member of Brilliant Friends Investing, a venture capital fund for women-founded businesses.
Qualifications Ms. Shinder’s experiences as the lead marketing officer of innovative technology companies, as a senior executive at a leading global measurement and data analytics company, and at a large consumer financial services organization focused on consumer lending, qualify her to serve on our Board. Further, Ms. Shinder’s deep experience with omnichannel media and marketing, digital transformation, big data and analytics, AI and advanced technologies, cybersecurity, marketing and product innovation, and social media and branding enable her to provide additional insight to our Board and its committees.
Other Current Directorships Other Directorships within Past 5 Years None. None.


			MITCHELL D. STEENROD Director since: 2011 Age: 54 Lead Independent Director
Mr. Steenrod is the retired Senior Vice President and Chief Financial Officer of Pilot Travel Centers LLC, the nation’s largest operator of travel centers and truck stops. Mr. Steenrod joined Pilot Travel Centers in 2001 as controller and treasurer. In 2004, he was promoted to Senior Vice President and Chief Financial Officer and held this position until his retirement in 2018. During his tenure as CFO, Mr. Steenrod also had oversight responsibility for the technology, business development, supply chain and legal departments. Previously, he spent 12 years with Marathon Oil Company and Marathon Ashland Petroleum LLC in a variety of positions of increasing responsibility in accounting, general management and marketing.
Qualifications Mr. Steenrod’s extensive retail industry and operational experience as well as his experience implementing successful growth strategies, including participating in several large acquisitions and business combinations at Marathon Ashland Petroleum LLC and Pilot, qualify him to serve on our Board. Additionally, Mr. Steenrod’s extensive financial and accounting experience, including his years of experience as a chief financial officer, strengthens our Board through his understanding of accounting principles, financial reporting rules and regulations, internal controls, and technology oversight.
Other Current Directorships Other Directorships within Past 5 Years Recharge Acquisition Corp. None.


CORPORATE GOVERNANCE

CarMax is committed to good corporate governance. In this section of the proxy statement we describe our governance policies and practices and the role our Board plays in shaping them.

Overview

Our business and affairs are managed under the direction of the Board in accordance with the Virginia Stock Corporation Act, our articles of incorporation and our bylaws. The standing committees of the Board are the Audit Committee, the Compensation and Personnel Committee, the Nominating and Governance Committee, and the Technology and Innovation Committee.

The Board and its committees direct our governance practices. The Board has made significant changes to those practices in recent years in response to shareholder feedback and based on evolving practices and the Board’s independent judgment. Demonstrating its continued interest in adopting meaningful shareholder focused changes, since 2011 the Board has:

•approved a majority vote standard for the election of directors,

•allowed CarMax’s shareholder rights plan to expire without renewal,

•established annual elections for all directors,

•adopted a mandatory director retirement policy providing that directors, with limited exceptions, may not stand for reelection after reaching age 76,

•adopted a proxy access right for eligible CarMax shareholders, and

•added a standing Technology and Innovation Committee.

These changes supplement longstanding good governance practices, such as maintaining a largely independent Board (10 of 12 director nominees) and appointing a lead independent director to lead meetings of the independent directors and work alongside the chair.

As part of its commitment to board refreshment and seeking diverse perspectives and skills in new directors, in recent years the Board has added six independent directors (Ms. Chawla in 2017, Mr. Bensen, Mr. Hombach, Mr. McCreight, and Mr. Satriano in 2018, and Mr. O’Neil in 2019).

In addition to improvements to our governance practices, we have implemented several initiatives and programs to support our commitment to having a positive impact on our people, communities, and the environment. We discuss these initiatives and programs as well as reporting our progress in environmental, social, and governance (ESG) matters in our annual Responsibility Report, which we first published in December 2019. The preparation of the report is overseen by a management level ESG Leadership Team, which reports directly to Bill Nash, our Chief Executive Officer and President. In addition, the Nominating and Governance Committee has oversight for corporate and social responsibility, environmental, and sustainability matters, including the Responsibility Report. We expect to publish the 2021 Responsibility Report on our website on or around May 28, 2021.

The Board has approved documents that memorialize our governance standards and practices. These documents include our bylaws, our corporate governance guidelines and a code of business conduct. These documents, each of which is described below, are available under the “Governance” link at investors.carmax.com. We will send you a printed copy of any of these documents without charge, upon written request to our Corporate Secretary at CarMax, Inc., 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238.


Bylaws			Our bylaws regulate the corporate affairs of CarMax. They include provisions relating to shareholder meetings, voting, the nomination of directors and the proxy access right.
Corporate Governance Guidelines			Our corporate governance guidelines set forth the Board’s practices with respect to its responsibilities, qualifications, performance, direct access to associates and independent advisors, compensation, continuing education, and management evaluation and succession. The guidelines also include director stock ownership requirements.
Code of Business Conduct			Our code of business conduct is the cornerstone of our compliance and ethics program. It applies to all CarMax associates and Board members. It includes provisions relating to honest and ethical conduct, compliance with laws, the handling of confidential information and diversity. It explains how to use our associate help line and related website, both of which allow associates to report misconduct anonymously. It also describes our zero-tolerance policy on retaliation for making such reports. Any amendment to, or waiver from, a provision of this code for our directors or executive officers will be promptly disclosed under the “Governance” link at investors.carmax.com.

Corporate Responsibility and Sustainability

For over 25 years, CarMax has transformed the way people buy and sell cars. When CarMax first opened its doors in 1993, we made a commitment to conduct business in an ethical, honest, and transparent way. As we have grown from that first store to over 200 locations and nearly 27,000 associates, so too has grown our ability to positively impact and support our associates, our customers, our communities, and our environment.

At CarMax, we believe that acting responsibly not only serves our core values but also drives the long-term, sustainable value of CarMax for all of our stakeholders, including our associates, customers, communities, and shareholders. To demonstrate our ongoing commitment to corporate responsibility and sustainability, we formalized our ESG governance structure in 2020. Sponsored by our President and CEO, our cross-functional ESG Leadership Team is comprised of senior leaders from across the company who establish and implement the strategy for CarMax’s approach to ESG matters.

Under the direction of our ESG Leadership Team, our ESG activities are managed by three working groups:

•Our Environmental working group is responsible for overseeing activities related to managing CarMax’s environmental footprint. The group is led by our Vice President, Construction Design and Facilities, and works closely with our Environment, Health, and Safety team to ensure responsible energy management and waste minimization practices across the organization.

•Our Social working group is responsible for overseeing CarMax’s efforts to put people first and care for our communities. Comprised of our Chief Diversity and Inclusion Officer as well as senior leaders from our Human Resources, Public Affairs and Communications, and Community Relations functions, the group works with their respective teams to drive what’s possible for our associates as well as the communities where we live and work.

•Our Governance working group is responsible for overseeing activities related to CarMax’s governance and ethics programs and policies. Led by the General Counsel, who is our Secretary and Chief Compliance Officer, the group includes senior leaders from our legal and investor relations teams and ensures the organization consistently follows sound corporate governance practices.

Additionally, our ESG governance framework is formalized at the Board level through our Nominating and Governance Committee. The Nominating and Governance committee charter outlines the responsibility of its members to consider corporate and social responsibility, environmental and sustainability matters as necessary, as well as make recommendations to the Board, or take action with respect to appropriate ESG matters.

Due to our increasing focus on corporate responsibility, in April 2021, we established a new Corporate Social Responsibility (“CSR”) team led by a newly named Vice President, CSR. The CSR team includes, in part, the Community Relations, Diversity and Inclusion, Employer Brand, and Internal Communications teams. Because our associates are always at the center of helping

us make a positive impact, the CSR team is in our human resources department and reports directly to our SVP and Chief Human Resources Officer. The team was formed, in part, to help harmonize and operationalize certain goals and strategies established by our ESG Leadership Team and will work across the organization to help shape our future vision and strategy for CSR.

We organize our approach to responsibility and sustainability around four main pillars: Putting People First, Caring for Our Communities, Protecting the Environment, and Ensuring Responsible Governance and Ethics.

PUTTING PEOPLE FIRST

An Award-Winning Workplace

A FORTUNE “100 Best Companies to Work For®” for seventeen consecutive years, we are proud to provide an award-winning workplace where we help all associates progress on their career journey and achieve their career goals. Our associates drive what’s possible every day; they are the key to our success – especially when times are challenging. We provide an exceptional workplace full of opportunities to learn and grow, celebrate and reward accomplishments, and take care of each other and our communities when they need us most.

A Commitment to Diversity and Inclusion

As a company, diversity and inclusion are core to our engagement, growth and success. Our diversity and inclusion vision is for everyone, everywhere, to have the same opportunity to reach their full potential. We believe that our success lies in having diverse perspectives and are committed to an inclusive workplace where everyone feels they have a voice and belong. We hired our first Chief Diversity & Inclusion Officer in 2020 and along with our D&I Council and Executive Steering Committee, they are responsible for fostering diversity and inclusion for our Associates, customers, and communities. For our Associates, our main areas of focus are: education, talent acquisition, leadership development, and associate experience.

CARING FOR OUR COMMUNITIES

Community Engagement and Involvement

Just as we are dedicated to driving what’s possible for our customers and associates, we recognize when our communities thrive, we do, too. Our values make it clear: We “Put People First,” and that means giving back to help support the communities where our associates live and work.

At CarMax, we also believe taking a stand against injustice is the right thing to do. We are committed to investing in philanthropic organizations that ensure access to economic opportunity for everyone. In June 2020, we pledged $1 million to organizations that promote fairness and inclusion. We then spent the next few months listening to and learning from our associates and external experts as we evaluated how we could maximize our impact. By taking the time to listen and learn, we identified clear pathways that align with our business, expertise, and passion to spur economic opportunity in our communities.

Our social justice philanthropy focuses on four pathways: education, careers, access to credit and financial education, and entrepreneurship. Building pathways to long-term prosperity through equitable access to education, careers, and financing, as well as promoting entrepreneurship, is critical to addressing economic disparities that exist within underserved communities.

The CarMax Foundation

While 2020 was an unprecedented year, our commitment to our communities remained constant. Due to the pandemic, many partnerships and programs were paused or pivoted, affording The CarMax Foundation unique opportunities to reinforce our commitment to our nonprofit partners. Among other programs, at the onset of the pandemic, the Foundation awarded $2.5 million in unrestricted program grants to approved nonprofits so they could direct our contribution to best meet community needs.

PROTECTING THE ENVIRONMENT

Managing our Environmental Footprint

We actively look for more efficient ways to use resources and reduce our environmental impact by reducing our energy consumption, emissions, and waste.

Consistent with these efforts, we recently announced our commitment to achieving net zero greenhouse gas (GHG) emissions by 2050 and a 50% reduction in GHG emissions by 2025, compared with a 2018 baseline.

Our effort will initially focus on reducing the emissions our operations generate and increasing the share of renewable energy in the company’s overall electricity supply.

In order to fully implement this strategy we expect to:

•Avoid and reduce emissions through energy conservation measures;

•Apply on and off-site renewable energy generation;

•Implement renewable energy procurement strategies, including renewable supply contracts and power purchase agreements; and

•Purchase verified and socially beneficial offsets, as needed.

In addition to our net zero initiative, we are also focusing on the expanding market for electric vehicles (EVs). To that end, we will continue to invest in training, tools, and internal infrastructure to strengthen our ability to service and recondition EVs to our high standards.

ENSURING RESPONSIBLE GOVERNANCE AND ETHICS

Sound Corporate Governance

Our Board and management have adopted governance standards and practices that seek to further our commitment to integrity while ensuring effective enterprise risk management. Our compliance and ethics program works to ensure full legal and regulatory compliance across all aspects of our business.

Ethics

Our fundamental principle of integrity is reflected in the way we serve our customers, treat each other, and deliver our products. We rely on our fair and responsible business practices, our code of business conduct training, and regular benchmarking and improvements to our compliance and ethics program to maintain our culture of integrity. This culture is a distinct competitive advantage and allows us to attract and maintain a high-performing workforce.

Data Security and Consumer Privacy

Our comprehensive, risk-based approach to safeguarding information reflects our commitment to do the right thing and protect the sensitive data of those who trust in us.

As an auto retailer and financial institution, we are required to collect a significant amount of sensitive information to protect our business and our customers from fraudulent activity and to comply with regulatory requirements. As such, we take the responsibly to collect and protect sensitive data seriously and maintain a comprehensive program of technical solutions, procedural requirements and policies, staffed by well-trained and experienced cybersecurity and privacy professionals. Although the risks of cybersecurity breaches are dynamic, and potentially only growing as our reliance on digital operations increases, in the last three fiscal years, to our knowledge no information security breach has resulted in material expenses or the material compromise of our customers’ or employees’ sensitive information. Given the potential impact and dynamic nature of cybersecurity threats, our management team briefs either the full Board or a committee of the Board on a quarterly basis on topics related to technology and cybersecurity risk.

RESPONSIBILITY REPORTING

We publish our Responsibility Report annually, which is available at socialresponsibility.carmax.com. We expect to post the 2021 Responsibility Report on or around May 28, 2021. The Responsibility Report includes a comprehensive discussion of the initiatives and programs we have implemented to support our commitment to having a positive impact on our people, communities, and the environment. In preparing the Responsibility Report we considered various standards, frameworks, ratings, and rankings for responsibility and sustainability reporting. Several of the metrics and narrative disclosures in the report align with the guidance provided by the Sustainability Accounting Standards Board (“SASB”) for the Consumer Goods Sector.

The Responsibility Report is reviewed by our Nominating and Governance Committee and our Board.

Independence

Our Board, in consultation with the Nominating and Governance Committee, evaluates the independence of our directors and director nominees at least annually. The most recent evaluation took place in April 2021. During this evaluation, the Board considered transactions between the directors (and their immediate family members) and the Company and its affiliates. The Board determined that the following directors are independent under the listing standards of the New York Stock Exchange (“NYSE”):

Peter J. Bensen

David W. McCreight

Ronald E. Blaylock

Mark F. O’Neil

Sona Chawla

Pietro Satriano

Shira Goodman

Marcella Shinder

Robert J. Hombach

Mitchell D. Steenrod

Mr. Folliard is not independent because he was an executive officer of CarMax until 2016, and Mr. Nash is not independent because he is currently an executive officer of CarMax. In assessing independence, the Board considered transactions not just between CarMax and the individual directors themselves (and their immediate family members), but also between CarMax and entities associated with the directors or their immediate family members. The Board’s review included the following:

▪Ms. Chawla joined CDW Corporation as an executive officer in January 2020. CarMax purchased technology solutions from CDW in the ordinary course of business in fiscal 2020 and fiscal 2021. In addition, CDW acts as a value-added reseller of Microsoft products to CarMax. While CarMax does not make payments to CDW for this service, CDW does receive compensation from Microsoft in connection with products purchased under this arrangement. The payments from CarMax or in connection with sales to CarMax in each of the last three fiscal years did not exceed the greater of $1 million or 2% of the total net sales of CDW in each year.

The Board determined that this relationship did not impair the independence of Ms. Chawla.

Board Leadership Structure

CarMax has historically split the roles of CEO and Board chair. Mr. Folliard was our CEO from 2006 until his retirement in 2016, at which time the Board appointed Mr. Nash as CEO and Mr. Folliard as non-executive chair. The Board determined that Mr. Folliard’s long history of leading the Company uniquely positions him to serve as non-executive chair.

As non-executive chair of our Board, Mr. Folliard is responsible for chairing Board and shareholder meetings, attending meetings of the Board’s committees with the approval of the respective committee, and assisting management in representing CarMax to external groups as needed and as determined by the Board. The Board elects its chair annually.

Mr. Nash oversees the day-to-day affairs of CarMax and directs the formulation and implementation of our strategic plans. We believe that this leadership structure is currently t

SEC Form DEF 14A filed by CarMax Inc