cvna-20230321

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

Filed by the Registrant

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Filed by a party other than the registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

CARVANA CO.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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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 2023 Annual Meeting of Stockholders of Carvana Co. on Monday, May 1, 2023, beginning at 2:30 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. EST on April 27, 2023 or 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 sent to 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 2023 Virtual Annual Meeting of Stockholders and Proxy Statement. We will mail a notice containing instructions on how to access this proxy statement and our annual report on or about Tuesday, March 21, 2023, 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 21, 2023, 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.

Sincerely,

Ernest Garcia III

President, Chief Executive Officer and Chairman

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders of Carvana Co. (“Carvana” or the “Company”) will be held on Monday, May 1, 2023 at 2:30 p.m. (PDT) and will be conducted virtually via live webcast (the "Annual Meeting"). To participate at this year’s Annual Meeting, you must register beforehand by visiting http://www.proxydocs.com/CVNA by 5:00 p.m. EST on April 27, 2023 (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, or 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. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1.to elect two nominees identified in the accompanying proxy statement to serve as directors, as recommended by the Compensation and Nominating Committee of the Board of Directors of Carvana;

2.to ratify the appointment of Grant Thornton LLP as Carvana’s independent registered public accounting firm for the year ending December 31, 2023;

3.to consider the approval, by an advisory vote, of Carvana’s executive compensation (i.e., “say-on-pay” proposal);

4.to approve an Amendment to the Carvana Co. 2017 Omnibus Incentive Plan to increase the maximum number of shares of Class A common stock available for issuance thereunder by 20 million shares; and

5.to transact other business as may properly come before the meeting or any adjournment of the meeting.

Our board of directors has set March 6, 2023, as 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 day are entitled to notice of our Annual Meeting and may vote at it or any adjournment of the meeting. On or about March 21, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"), containing instructions on how to access our proxy statement and our 2022 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 statement and our 2022 annual report can be accessed directly at the following Internet address: http://www.proxydocs.com/CVNA.

By Order of the Board of Directors

Paul Breaux

General Counsel and Secretary

TABLE OF CONTENTS


Commonly Asked Questions and Answers About the Annual Meeting			1
Board of Directors and Corporate Governance			8
ITEM 1 - ELECTION OF DIRECTORS			11
Director Nominees			11
Continuing Directors			12
Independence Status			13
Controlled Company Status			13
Board Meetings and Committees			13
Board Leadership Structure			15

Risk Oversight			17
Compensation Committee Interlocks and Insider Participation			18
Communications by Stockholders and Other Interested Parties with the Board of Directors			18
Director Compensation			18
Executive Officers			21
Compensation Discussion and Analysis			23
Executive Summary			23
Compensation Objectives and Principles			26
Compensation Setting Process			27
Competitiveness of Our Compensation Program			28


Compensation Components			30
Compensation-Related Policies			36
Compensation and Risk			36
Tax and Accounting Implications			37
Compensation and Nominating Committee Report			38
Compensation Tables			39
Summary Compensation Table			39
Grants of Plan-Based Awards			41
Outstanding Equity Awards at 2022 Fiscal Year End			42
Option Exercises and Stock Vested			44
Potential Payments upon a Change in Control			44
Pay versus Performance			45
CEO Pay Ratio			49
Certain Relationships and Related Party Transactions			49
Policies for Approval of Related Party Transactions			49
Amended and Restated Operating Agreement			49
Exchange Agreement			50
Registration Rights Agreement			51
Tax Receivable Agreement			51
Indemnification of Officers and Directors			52
Related Party Employment Relationships			52


2022 Common Stock Offering			52
Contribution Agreement			45

Relationship with DriveTime			53
Security Ownership of Certain Beneficial Owners and Management			59

ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			66
Fees and Services			66
Audit Committee Report			68
ITEM 3 - SAY ON PAY			69
ITEM 4 - APPROVAL OF AN AMENDMENT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLAN TO INCREASE THE MAXIMUM NUMBER OF SHARES OF CLASS A COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 20 MILLION SHARES			69
Other Matters			81
Incorporation by Reference			81
Availability of SEC Filings, Code of Conduct, and Committee Charters			82
Where to Find Additional Information			82
Cost of Proxy Solicitation			82
Annex A - Non-GAAP Financial Measures			83
Annex B - Third Amendment to Carvana Co. 2017 Omnibus Incentive Plan			85

Commonly Asked Questions and Answers About the Annual Meeting

Q: Why did I receive these materials?

The Board of Directors of Carvana Co. (the “Board”) is soliciting your proxy to vote at our 2023 Annual Meeting of Stockholders (or at any postponement or adjournment of the meeting). Stockholders who own shares of our common stock (Class A or Class B) as of the record date, March 6, 2023, are entitled to vote at the 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, as well as other important information about Carvana.

Q: Who will be entitled to vote?

Stockholders who own shares of our common stock as of the record date, March 6, 2023, are entitled to vote at the Annual Meeting. As of the record date, Carvana had 106,057,909 shares of Class A common stock outstanding and 82,900,276 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.

Q: What will I be voting on?

You will be voting on the following matters:

1.to elect two Class III directors to serve on the Board until the 2026 Annual Meeting and until their successors are duly elected and qualified;

2.to ratify the appointment of Grant Thornton LLP as Carvana’s independent registered public accounting firm for the year ending December 31, 2023;

3.to consider the approval, by an advisory vote, of Carvana’s executive compensation (i.e., “say-on-pay”);

4.to approve an amendment to the Carvana Co. 2017 Omnibus Incentive Plan to increase the maximum number of shares of Class A common stock available for issuance thereunder by 20 million shares; and

5.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 Michael Maroone and Neha Parikh as Class III directors;

2.FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023;

3.FOR the approval, by an advisory vote, of Carvana’s executive compensation; and

4.FOR the approval of an amendment to the Carvana Co. 2017 Omnibus Incentive Plan to increase the maximum number of shares of Class A common stock available for issuance thereunder by 20 million shares.

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 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, proxy card, or voting instruction card will contain instructions on how to view our proxy materials for the Annual 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 21, 2023.

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this

proxy statement and our annual report available to our stockholders electronically via the

Internet. The Notice contains instructions on how to access this proxy statement and our 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, the Notice instructs you on

how to access and review all of the important information contained in the proxy statement and

annual report. 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 materials, 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 Annual Meeting materials. To take advantage of this opportunity, we have summarized on one set of Annual Meeting materials 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 Notice 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 Notice 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 by email at investors@carvana.com or 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 Secretary, in writing, at Carvana Co., Attn: Corporate Secretary, 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?

All common stockholders as of the 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 1, 2023, 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 bylaws, the holders of a majority in voting power of our 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) a majority in voting power of the shareholders 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 stock present in person or represented by proxy at the Annual 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 Meeting will be elected, even if those votes do not constitute a majority of the votes cast. You 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 will have no effect on the outcome of the election of those nominees. Broker non-votes will not impact the election of the nominees.

ITEM 2 - RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS CARVANA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023. The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve 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. A broker, bank, or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Item 2.

ITEM 3 - APPROVAL, BY AN ADVISORY VOTE, OF CARVANA'S EXECUTIVE COMPENSATION ("SAY-ON-PAY"). The affirmative vote of a majority of the shares of common 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. Broker non-votes, however, do not represent votes entitled to vote on non-routine matters, and therefore, will have no effect on Item 3. Although the results of Item 3 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 4 - APPROVAL OF AN AMENDMENT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLAN TO INCREASE THE MAXIMUM NUMBER OF SHARES OF CLASS A

COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 20 MILLION SHARES. The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve Item 4. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the effect of a negative vote. Broker non-votes, however, do not represent votes entitled to vote on non-routine matters, and therefore, will have no effect on Item 4.

On February 22, 2023, Ernest C. Garcia II granted the Board an irrevocable proxy to vote the shares of common stock directly held and beneficially owned by Mr. Garcia II "FOR" the approval of an amendment to the Carvana Co. 2017 Omnibus Incentive Plan to increase the maximum number of shares of Class A common stock available for issuance thereunder by 20 million shares. Because Mr. Garcia II directly holds and beneficially owns more than a majority of the shares entitled to vote on Item 4, and the Board intends to vote such shares in favor of Item 4, the votes necessary to approve Item 4 will be obtained.

Brokers and custodians cannot vote uninstructed shares on your behalf for Item 1, Item 3, or Item 4. For your vote to be counted, you must submit your voting instruction form to your broker 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. 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.

Q: What is the deadline for submitting a stockholder proposal or director nomination for the 2024 Annual Meeting?

Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in Carvana’s proxy statement and form of proxy for Carvana’s 2024 Annual Meeting of Stockholders must be received by Carvana at our principal executive offices at 300 E. Rio Salado Pkwy, Tempe, AZ, 85281, no later than November 22, 2023.

Stockholders wishing to make a director nomination or bring a proposal (other than pursuant to SEC Rule 14a-8), 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 secretary at Carvana’s principal executive offices no later than the close of business on February 1, 2024, and not earlier than the close of business on January 2, 2024, assuming Carvana does not change the date of the 2024 Annual Meeting of Stockholders by more than 30 days before or after the anniversary of the 2023 Annual Meeting. If so, Carvana will release an updated time frame 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 secretary at Carvana’s principal executive offices.

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 Securities Exchange Act of 1934, as amended (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 general counsel and 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 general counsel and secretary at the Company’s principal executive offices no later than March 2, 2024.

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 certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our Board. Our 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 director class, name, and age as of March 6, 2023, as well as other information for each member of our Board:


Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Ernest Garcia III	I	40	President, CEO, and Chairman	2017	2024
Ira Platt	I	59	Director	2017	2024
Dan Quayle	II	76	Director	2017	2025
Gregory Sullivan	II	64	Director	2017	2025
Michael Maroone	III	69	Lead Director	2017	2023	2026
Neha Parikh	III	44	Director	2019	2023	2026

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 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 to have specific knowledge related to our industry, such as expertise in automotive retail, consumer finance, and 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, 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 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 request that any search firm that it engages 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 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 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 each 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 certificate and bylaws, our Class I directors will serve until our 2024 annual meeting of stockholders, our Class II directors will serve until our 2025 annual meeting of stockholders, and our Class III directors will serve until our 2023 annual meeting of stockholders. In addition, our 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 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 stock entitled to vote thereon.

The Compensation and Nominating Committee will consider stockholder nominations for membership on the Board. For the 2024 Annual Meeting, nominations may be submitted to Carvana Co., 300 E. Rio Salado Pkwy, Tempe, AZ 85281, Attn: Secretary, who will forward them to the Chairman of the Compensation and Nominating Committee. Recommendations must be in writing and must be received no later than the close of business on February 1, 2024, and

not earlier than the close of business on January 2, 2024. Recommendations must also include certain other requirements specified in our bylaws. The Compensation and Nominating Committee will apply the same criteria to the evaluation of those candidates as it applies to other director candidates.

When filling a vacancy on the Board, the Compensation and Nominating Committee identifies the desired skills, experience, and diversity of a new director and nominates individuals who 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 required to include women and minority candidates in the initial list from which the Compensation and Nominating Committee selects director candidates. Also, directors are generally asked to recommend candidates for the position. The candidates would be evaluated based on the process outlined in the corporate governance guidelines and the Compensation and Nominating Committee charter, and the same process would be used for all candidates, including candidates recommended by stockholders.

ITEM 1—ELECTION OF DIRECTORS

Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting to serve for a three-year term expiring at the 2026 Annual Meeting.


NAME	AGE	DIRECTOR SINCE	POSITION
Michael Maroone	69	2017	Lead Director
Neha Parikh	44	2019	Director

Each nominee was recommended for re-election by the Compensation and Nominating Committee for consideration by the Board and proposal to our stockholders. If, before the 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 Board to eliminate the vacancy. If the Board chooses to nominate a substitute nominee, the persons named as proxies on the proxy card will vote for that substitute nominee.

The Board recommends that you vote “FOR” each of the director nominees.

DIRECTOR NOMINEES

Michael Maroone has served on our Board since our Initial Public Offering ("IPO") in 2017. Mr. Maroone is currently the Chief Executive Officer ("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 two other boards, as chairman of the board of Cleveland Clinic Florida, a non-profit, multi-specialty academic hospital, and as a member of the board of the Cleveland Clinic Enterprise Board. He holds a B.S. degree in Small Business Management from the University of Colorado Boulder. Mr. Maroone was selected to serve on 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 a global technology leader who currently serves as CEO of Waze, where people and technology meet to solve transportation challenges, a role she has held since June 2021. Prior to Waze, from August 2017 to November 2019, Ms. Parikh was the President of Hotwire, a leading innovator in value creation and discount travel and a member of the Expedia Group. Ms. Parikh also served on the board of directors of Tailwind Acquisition Corp., a New York Stock Exchange ("NYSE") listed special purpose acquisition corporation, from 2020 to 2021. Ms. Parikh has deep experience growing, scaling and reinvigorating teams and businesses, particularly in the digital space, and she has been named as part of the inaugural ‘Forbes CEO Next 50 Leaders Set to Revolutionize

Business.' 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 believe that Ms. Parikh will continue to be a valuable member of our Board because of her extensive C-level experience in the online retail vertical.

CONTINUING DIRECTORS

Ernest Garcia III co-founded Carvana and has served as our President and 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. 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 believe 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.

Ira Platt has served on our Board since our 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 believe that Mr. Platt will continue to be a valuable member of our Board because of his service on DriveTime’s board and his extensive experience in consumer finance and the automotive retail industry.

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 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 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 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.

INDEPENDENCE STATUS

The listing standards of 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 Michael Maroone and Neha Parikh, 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 all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our Class A 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 are eligible for, but do not currently take advantage of, certain exemptions from the corporate governance requirements of the NYSE. Specifically, as a “controlled company,” we are not 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

During the year ended December 31, 2022, our Board held twenty meetings, our Audit Committee held eight 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. In 2022, each director attended at least 93% of the meetings of the Board and committees of the Board on which such director served.

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	•	•

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.

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 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.

BOARD LEADERSHIP STRUCTURE

The following section describes our Board leadership structure, the reasons why our Board considers this structure appropriate 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 Director and our independent Board-committee composition, benefits 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 our current Chairman and CEO, Ernest Garcia III.

LEAD DIRECTOR

The Board believes that it is beneficial to Carvana and its stockholders to designate one of the directors as a lead director who is elected by a majority of the Board. The lead director serves a variety of roles, including reviewing and approving Board schedules in collaboration with our Chairman and CEO to confirm the appropriate Board and committee topics are reviewed and sufficient time is allocated to each; liaising between our Chairman and CEO and independent directors when necessary and appropriate (in addition to each director having direct and regular access to the Chairman and CEO) and calling an executive session of independent directors at any time consistent with the bylaws and certificate of incorporation. Michael Maroone, an independent director and member of our Audit Committee, is currently our lead director. Mr. Maroone is an effective lead 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 Chairman 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 Chairman and CEO since our IPO. The Board believes that combining the roles of Chairman and CEO, together with the separate, independent role of our 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. 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 whether the Board, its committees, and the directors are functioning effectively. This includes survey materials as well as conversations between each director and the lead director. The evaluation focuses on the Board’s and the committees’ contributions to Carvana and has an enhanced focus on areas in which the Board or management believes that the Board 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 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 Board level to proactively realize opportunities and manage risks. 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-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.

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.

•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 ETHICS AND CONDUCT

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. Our code of business conduct and ethics is available on our website at investors.carvana.com/corporate-governance/governance-documents. We intend to disclose any amendments to the code or waivers of its requirements on our website.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationships exist between the members of our Board and the board or compensation committee of any other company.

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, the Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to:

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

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 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. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us. 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, 2022:


Name	Fees earned or paid in cash ($)		Stock awards ($) (1)		Total ($)
Ira Platt	$	150,000	$	180,016	$	330,016
Gregory Sullivan	$	150,000	$	180,016	$	330,016
Dan Quayle	$	125,000	$	180,016	$	305,016
Michael Maroone	$	174,000	$	180,016	$	354,016
Neha Parikh	$	164,000	$	180,016	$	344,016

(1) The amounts reported in the Stock Awards column represent the grant date fair value on May 16, 2022, of the restricted stock units ("RSUs") granted to the non-employee directors during the year ended December 31, 2022 presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. As disclosed in the table below, the annual grant of RSUs for each non-employee director, similar to 2021, was calculated at a fair market value of $180,000 based on the 10-day trailing average closing stock price on May 16, 2022. In 2022, this amount came to 4,168 RSUs.

NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE

As of December 31, 2022, we compensated our non-employee directors according to the following structure:


Description			Amount

Annual retainer			$110,000
Annual grant			Grant of 4,168 restricted stock units having a fair market value of $180,016, based on the 10-day trailing average closing stock price on May 16, 2022, that vests 100% after approximately one (1) year.
Additional retainer for chair of committee			$25,000 for Audit Committee; $25,000 for Compensation and Nominating Committee
Additional retainer for lead director			$25,000
Additional retainer for non-chair committee members			$15,000 for Audit Committee; $15,000 for Compensation and Nominating Committee

In 2022, each of Mr. Maroone and Ms. Parikh also received the sum of $4,000 per month from July through December for service on the Special Litigation Committee in connection with derivative litigation. Additionally, when Ms. Parikh was appointed to the Board in April 2019, she received a one-time award of RSUs having a fair market value of $150,000 based on the stock closing price as of April 18, 2019 that vested one-third annually over three (3) years. 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 STOCK OWNERSHIP GUIDELINES

The minimum Company stock ownership guidelines for non-employee directors is five (5) times the amount of the annual retainer paid by the Company, not including retainers paid for serving as the lead director or as the chair or member of a committee, within five (5) years of being named a director. For the CEO, the minimum Company stock ownership guideline is six (6) times base salary within five (5) years of being named in the role. The 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 $5,580,000 (6 x $930,000) of Company stock for our CEO. 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. Under these guidelines, Ms. Parikh, who joined the Board in April 2019, has until April 2024 to meet this requirement. As of the date of this proxy statement, Mr. Garcia, Mr. Maroone, and Mr. Platt were all in compliance with these guidelines. Mr. Sullivan and Mr. Quayle must retain all shares acquired on the vesting of equity awards or the exercise of stock options, until compliance is achieved.

EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as executive officers of Carvana Co. as of March 6, 2023:


Name	Age	Position
Ernest Garcia III	40	President, Chief Executive Officer and Chairman
Mark Jenkins	44	Chief Financial Officer
Benjamin Huston	40	Chief Operating Officer
Ryan Keeton	45	Chief Brand Officer
Daniel Gill	40	Chief Product Officer
Paul Breaux	39	Vice President, General Counsel, and Secretary
Tom Taira	52	President, Special Projects

Ernest Garcia III is the president and CEO of Carvana and the Chairman of our Board. His biography can be found above under “Board of Directors and Corporate Governance – Continuing Directors.”

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. From 2008 to 2011, Mr. Huston served as an associate at Latham and Watkins, 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 General Counsel 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. Between 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 Director 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 2022 with respect to our CEO, chief financial officer, and our three other most highly compensated executive officers for the year ended December 31, 2022, who have been designated as our “named executive officers” under Item 402 of Regulation S-K (each, an “NEO” and collectively, the “NEOs”):


Named Executive Officer			Position
Ernest Garcia III			Chief Executive Officer
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

2022 was a challenging year for Carvana. The Company entered 2022 overbuilt for the number of retail units actually sold during the year. Retail unit volume was significantly impacted by various macroeconomic factors including increased interest rates and inflation, leading to the decreased vehicle affordability. Due to the macroeconomic environment, we shifted our priorities to focus on driving profitability through operating efficiency and reducing expenses. Despite these internal and external factors, we increased revenue and gained market share for the ninth consecutive year, remained the second largest used vehicle retailer in the country, and continued to provide exceptional customer experiences.

The results of our 2022 performance include:

•6.2% revenue growth, from $12.8 billion to $13.6 billion, despite a 3.0% decrease in retail units sold, from 425,237 to 412,296.

•Launched in five additional markets, bringing us to 316 total markets at December 31, 2022.

•3 additional car vending machines, bringing our total from 30 to 33.

•a $1,515 decrease in gross profit per unit from $4,537 to $3,022.

•Net loss margin was (21.3%), a decrease from (2.2%), while Adjusted EBITDA margin was (7.7%), a decrease from 0.5%.

•a decrease in quarterly selling, general, and administrative ("SG&A") expense from $727 million in Q1 2022 to $632 million in Q4 2022, as we focus on operational efficiency and reducing expenses.

•five year shareholder return of (85.5)%, 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 is a non-GAAP measure. A description of this measure and a reconciliation of this measure to the nearest 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. We believe that we have designed executive compensation plans that 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. We will continue to utilize rigorous governance processes to monitor and evaluate the compensation programs as well as implement best practices in compensation governance. 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
✓ Market-based executive compensation levels are reviewed by Compensation and Nominating Committee annually						x No new or legacy excise-tax gross-up provisions
✓ An independent compensation consultant is retained to evaluate our executive compensation and make recommendations						x No option repricing without stockholder consent
✓ Adopted a clawback policy						x We 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, and

e.the need to retain the executives.

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 growth,

b.align the interests of our executives with those of our shareholders, and

c.provide incentives that are linked directly to our 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 Compensation and Nominating Committee evaluates the performance of our CEO and the performance of our other executive officers. Our CEO assists the Compensation and Nominating Committee in evaluating the performance of our other executive officers, including the NEOs other than the CEO. Our CEO does not participate in certain portions of Compensation and Nominating Committee meetings or meetings of the Board when his compensation is discussed and determined, and 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 makes the final decision for the CEO’s compensation.

INDEPENDENT COMPENSATION ADVISOR

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 information and analyses to the Compensation and Nominating Committee at the Compensation and Nominating Committee’s direction.

Korn Ferry, at the request of and in service to the Compensation and Nominating Committee, provided certain compensation advisory services for 2022 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. 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 2022 Annual Meeting of Shareholders, as required by Section 14A of the Exchange Act. Our advisory resolution to approve the compensation of our NEOs received substantial majority support from shareholders with over 99.5% “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 all 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 held companies or are larger than us in revenue size, although very few have had our historical growth trajectory. Due to our historical growth trajectory, the Compensation and Nominating Committee has reviewed and revised the Company's peer group to reflect differences in our 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 2022:

•

Wayfair Inc.

•

CarMax, Inc.

•

Advance Auto Parts, Inc.

•

Lululemon Athletica Inc.

•

Tractor Supply Company

•

AutoNation, Inc.

•

Asbury Automotive Group, Inc.

•

Lithia Motors, Inc.

•

Ulta Beauty, Inc.

•

Uber Technologies, Inc.

•

Williams-Sonoma, Inc.

•

eBay Inc.

•

Chewy, Inc.

•

Camping World Holdings, Inc.

•

Knight-Swift Transportation Holdings Inc.

•

Expedia Group, 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 2022 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, 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. Variable compensation is a component of compensation for many 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 82.8% of our NEOs' approved compensation is tied to our stock price performance.

The following table describes the material elements of compensation and the objectives of each element:

PROGRAM

DESCRIPTION

OBJECTIVES

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 Incentive Program

•

A long-term incentive program using time-based restricted stock units and stock options.

•

Focus executives on long-term Company performance and long-term financial and strategic success.

•

Retention.

•

Align employee and stockholder interests via stock ownership.

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 Company performance, and competitive pay practices at comparable companies. The Compensation 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 2022, 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 maintain the current mix between base salary and equity compensation because the current compensation mix put a sufficient percentage of NEO pay at-risk based on the performance of the Company. The Compensation and Nominating Committee also determined to increase the base salary of each of the NEOs to maintain the competitiveness of this compensation element.


	Base Salary for the Year Ended
Name and Principal Position	2022		2021		2020
Ernest Garcia III - Chief Executive Officer	$	930,000	$	757,500	$	767,000
Mark Jenkins - Chief Financial Officer	$	923,000	$	742,500	$	745,000
Benjamin Huston - Chief Operating Officer	$	923,000	$	742,500	$	745,000
Daniel Gill - Chief Product Officer	$	825,000	$	667,500	$	654,000
Tom Taira - President, Special Projects(1)	$	1,014,000	$	877,500	$	—

(1) Mr. Taira began serving as an NEO during fiscal year 2021.

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 the rest of 2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. Approximately 65% of Messrs. Garcia, Jenkins, Huston, and Gill's annual base salary was waived, and as a result the actual base salary received by each of these NEOs significantly decreased overall in 2022 from the amounts stated above, which decrease is reflected in the Summary Compensation Table below. All NEOs also waived portions of their base salaries in 2020, as announced in our Shareholder Letter dated May 6, 2020. In response to the COVID-19 pandemic, management and the Board recommended and the Compensation and Nominating Committee agreed, to contribute a portion of executive officers' 2020 annual base salaries 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’s annual base salary went to the Fund, and as a result the actual base salary received by each NEO also decreased overall in 2020 from the amounts stated above and 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 shareholders 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 currently have short-term incentives in the executive pay mix. 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 unit grants to NEOs may be used for the purposes of retention or recognition of outstanding performance in part because restricted stock units are less volatile than stock options. During 2022, the Company granted stock options and RSUs under the Company's 2017 Omnibus Incentive Plan (the "Plan").

2022 Stock Option Grants

For fiscal year 2022, 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 2022 annual grant of stock options, the Compensation and Nominating Committee targeted a grant value equal to approximately 62.1% of each executive's total direct compensation, or 75% of each executive's long-term incentive compensation. The options were granted on February 21, 2022. All of these grants vest 25% on April 1, 2023 and in 36 equal monthly installments thereafter, subject to each grantee's continued employment.


	2022 Stock Option Grants
Name and Principal Position	Number of Options Granted	Grant Date Fair Value
Ernest Garcia III - Chief Executive Officer	48,984	$	3,953,009
Mark Jenkins - Chief Financial Officer	48,588	$	3,921,052
Benjamin Huston - Chief Operating Officer	48,588	$	3,921,052
Daniel Gill - Chief Product Officer	43,445	$	3,506,012
Tom Taira - President, Special Projects	26,828	$	2,165,020

2022 Time-Based RSU Grants

For fiscal year 2022, 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% of each NEO’s total direct compensation, or 25% of each NEO’s long-term incentive compensation. The RSUs were granted on February 21, 2022. All of these grants vest 25% on April 1, 2023 and in 36 equal monthly installments thereafter.


	2022 Time-Based RSU Grants
Name and Principal Position	Number of RSUs Granted	Grant Date Fair Value
Ernest Garcia III - Chief Executive Officer	10,428	$	1,318,099
Mark Jenkins - Chief Financial Officer	10,341	$	1,311,458
Benjamin Huston - Chief Operating Officer	10,341	$	1,311,458
Daniel Gill - Chief Product Officer	9,249	$	1,173,430
Tom Taira - President, Special Projects	5,713	$	726,479

2022 CEO Milestone Gift

In addition to the RSUs granted under the usual long-term incentive program, the NEOs other than our CEO were granted a one time award of 23 RSUs in 2022. On January 5, 2022, in recognition of the Company selling its one millionth vehicle, the Company granted all employees, including all the NEOs other than Mr. Garcia, an award of 23 time-based RSUs that vest upon the later of February 1, 2022 or the grantee’s second anniversary of employment with the Company and are settled with shares of Class A common stock from Mr. Garcia’s personal

shareholdings (the “CEO Milestone Gift”). For additional information about the CEO Milestone Gift, see Carvana’s Annual Report on Form 10-K for 2022, Item 8 Note 7: Related Party Transactions.

2019 and 2020 Performance and Time Contingent Grant

As previously disclosed, for fiscal years 2019 and 2020, the Compensation and Nominating Committee granted our NEOs blended performance and time contingent 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, the Compensation and Nominating Committee determined that the Performance Trigger for the 2019 Award and the 2020 Award had been achieved. The 2019 Award vested 39.6% on November 1, 2020 and the remaining amount vests in 29 equal installments on the first of each subsequent month thereafter. The 2020 Award vested 25% on April 1, 2021 and the remaining amount vests in 36 equal monthly installments on the first of the month thereafter.

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 2022, including our NEOs, except that 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, along with many of our employees, may use a company-provided cellular phone; each, along with all of our employees, may participate in our 401(k) match benefit which is based on 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 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"). 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 contingent RSUs of the NEO granted by our equity award agreements from 2018 through 2022 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.

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, and Huston are subject to non-competition provisions during the NEO's employment and for a period of 18 months after termination. Messrs. Garcia, Jenkins, and Huston 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.

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, the Compensation and Nominating Committee approved the adoption of a “clawback” policy, which provides for the clawback or recoupment of any compensation granted, earned, or vested that is tied to performance metrics, in the event of an accounting restatement resulting from material noncompliance with certain financial reporting requirements that reveals that such performance (or level of performance) was not achieved.

On October 26, 2022, the SEC adopted rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act. The final rules direct stock exchanges to establish listing standards requiring listed companies to develop and implement a clawback policy providing for recovery of incentive-based compensation erroneously received by current or former executive officers during the three completed fiscal years immediately preceding the year in which the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. The Company intends to adopt a clawback policy complying with the requirements of the SEC and the NYSE.

POLICY REGARDING HEDGING AND PLEDGING OF COMPANY STOCK

Carvana’s securities 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-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 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.

Although the Compensation and Nominating Committee may consider the effect that Section 162(m) and the potential lack of deduction for amounts paid in excess of the deduction limit may have on Carvana, 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 statement and incorporated by reference into Carvana Co.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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	Year	Salary		Stock awards		Option awards		All other compensation		Total
Name and Principal Position		($)(3)		($)(1)		($)(1)		($)(2)		($)
Ernest Garcia III	2022	$	322,771	$	1,318,099	$	3,953,009	$	557	$	5,594,436
Chief Executive Officer	2021	$	757,500	$	1,073,181	$	3,219,213	$	451	$	5,050,345
	2020	$	411,752	$	545,811	$	1,636,881	$	—	$	2,594,444
Mark Jenkins	2022	$	320,279	$	1,311,656	$	3,921,052	$	21,107	$	5,574,094
Chief Financial Officer	2021	$	742,500	$	1,052,162	$	3,155,521	$	22,469	$	4,972,652
	2020	$	384,395	$	530,302	$	1,590,544	$	24,541	$	2,529,782
Benjamin Huston	2022	$	321,894	$	1,311,656	$	3,921,052	$	18,594	$	5,573,196
Chief Operating Officer	2021	$	742,500	$	1,052,162	$	3,155,521	$	18,886	$	4,969,069
	2020	$	376,010	$	530,302	$	1,590,544	$	18,294	$	2,515,150
Daniel Gill	2022	$	286,968	$	1,173,628	$	3,506,012	$	3,902	$	4,970,510
Chief Product Officer	2021	$	667,500	$	945,880	$	2,836,704	$	18,871	$	4,468,955
	2020	$	332,850	$	465,432	$	1,395,797	$	20,819	$	2,214,898
Tom Taira (4)	2022	$	1,011,375	$	726,677	$	2,165,020	$	47,850	$	3,950,922
President, Special Projects	2021	$	877,500	$	593,284	$	1,779,273	$	45,883	$	3,295,940

(1) The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs 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’s Annual Report on Form 10-K for the year ended December 31, 2022.

(2) The following items were included in “All Other Compensation” for 2020, 2021, and 2022:


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	2022	$	—	$	—	$	557	$	—	$	—	557
	2021	$	—	$	—	$	451	$	—	$	—	$	451
	2020	$	—	$	—	$	—	$	—	$	—	$	—

Mark Jenkins	2022	$	2,056	$	18,500	$	551	$	—	$	—	$	21,107
	2021	$	3,480	$	18,500	$	489	$	—	$	—	$	22,469
	2020	$	5,510	$	18,500	$	531	$	—	$	—	$	24,541

Benjamin Huston

SEC Form DEF 14A filed by Carvana Co.