CARMAX INC, DEF 14A filed on 5/9/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
12 Months Ended
Feb. 29, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CarMax, Inc.
Entity Central Index Key 0001170010
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 28, 2022
Feb. 28, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE TABLE

Fiscal Year
Summary Compensation Table Total for PEO(a)
($)
Compensation Actually Paid to PEO (a) (b) (c)
($)
Average Summary Compensation Table Total for Non-PEO NEOs(a)
($)
Average Compensation Actually Paid to Non-PEO NEOs(a) (b) (c)
($)
Value of Initial Fixed $100 Investment Based on: (d)
Net Income
($ Millions)
Adjusted EBIT(e)
($ Millions)
Total Shareholder Return
($)
Peer Group Total Shareholder Return
($)
202412,257,314 12,289,963 2,540,439 2,545,118 90.48 192.01 479 766
202311,588,743 (3,838,775)2,374,371 (266,923)79.07 124.47 485 749 
202213,689,123 11,139,628 3,183,175 3,297,303 125.22 158.40 1,151 1,584 
20219,891,893 31,282,047 3,057,748 8,306,849 136.88 147.99 747 1,050 
     
Named Executive Officers, Footnote Mr. Nash was our PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.
Fiscal 2021Fiscal 2022Fiscal 2023Fiscal 2024
Enrique N. Mayor-MoraEnrique N. Mayor-MoraEnrique N. Mayor-MoraEnrique N. Mayor-Mora
Edwin J. HillJames LyskiJames LyskiJames Lyski
Eric M. MargolinShamim MohammadShamim MohammadCharles Joseph Wilson
Thomas W. ReedyDiane L. CafritzDiane L. CafritzShamim Mohammad
Edwin J. Hill
Eric M. Margolin
     
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes the S&P 500 Retailing Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended February 29, 2024. The comparison assumes $100 was invested for the period starting February 29, 2020, through the end of the listed year in the Company and in the S&P 500 Retailing Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.      
PEO Total Compensation Amount $ 12,257,314 $ 11,588,743 $ 13,689,123 $ 9,891,893
PEO Actually Paid Compensation Amount $ 12,289,963 (3,838,775) 11,139,628 31,282,047
Adjustment To PEO Compensation, Footnote Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. There were no adjustments for inclusion of pension service cost or prior service cost because the Company’s defined benefit pension plans were frozen as of December 31, 2008, as described in the narrative to the “Pension Benefits in Fiscal 2024” table.
Fiscal YearSummary Compensation Table Total for William D. Nash ($)Exclusion of Change in Pension Value for William D. Nash ($)Exclusion of Stock Awards and Option Awards for William D. Nash ($)Inclusion of Equity Values for William D. Nash ($)Compensation Actually Paid to William D. Nash ($)
202412,257,314(7,015)(9,320,852)9,360,51612,289,963
202311,588,743(8,865,651)(6,561,867)(3,838,775)
202213,689,123(8,644,791)6,095,29611,139,628
20219,891,893(977)(6,999,999)28,391,13031,282,047
Fiscal YearAverage Summary Compensation Table Total for Non-PEO NEOs ($)Average Exclusion of Change in Pension Value for Non-PEO NEOs
($)
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs
($)
Average Inclusion of Equity Values for Non-PEO NEOs ($)Average Compensation Actually Paid to Non-PEO NEOs ($)
20242,540,439(735)(1,419,600)1,425,0142,545,118
20232,374,371(1,361,434)(1,279,860)(266,923)
20223,183,175(692)(1,697,356)1,812,1763,297,303
20213,057,748(4,870)(1,830,920)7,084,8918,306,849

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Fiscal YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for William D. Nash ($)Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for William D. Nash ($)Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for William D. Nash ($)Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for William D. Nash ($)Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for William D. Nash ($)Total - Inclusion of Equity Values for William D. Nash ($)
20249,283,691363,030(286,205)9,360,516
20236,188,670(8,972,961)(3,777,576)(6,561,867)
20226,285,491(3,529,135)3,338,9406,095,296
202117,423,07912,751,653(1,783,602)28,391,130
Fiscal YearAverage Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs
($)
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs
($)
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
20241,412,45561,267(48,708)1,425,014
2023950,489(1,549,074)(681,275)(1,279,860)
2022895,895(458,627)383,234991,6741,812,176
20213,486,9852,438,7051,016,899142,3027,084,891
     
Non-PEO NEO Average Total Compensation Amount $ 2,540,439 2,374,371 3,183,175 3,057,748
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,545,118 (266,923) 3,297,303 8,306,849
Adjustment to Non-PEO NEO Compensation Footnote Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. There were no adjustments for inclusion of pension service cost or prior service cost because the Company’s defined benefit pension plans were frozen as of December 31, 2008, as described in the narrative to the “Pension Benefits in Fiscal 2024” table.
Fiscal YearSummary Compensation Table Total for William D. Nash ($)Exclusion of Change in Pension Value for William D. Nash ($)Exclusion of Stock Awards and Option Awards for William D. Nash ($)Inclusion of Equity Values for William D. Nash ($)Compensation Actually Paid to William D. Nash ($)
202412,257,314(7,015)(9,320,852)9,360,51612,289,963
202311,588,743(8,865,651)(6,561,867)(3,838,775)
202213,689,123(8,644,791)6,095,29611,139,628
20219,891,893(977)(6,999,999)28,391,13031,282,047
Fiscal YearAverage Summary Compensation Table Total for Non-PEO NEOs ($)Average Exclusion of Change in Pension Value for Non-PEO NEOs
($)
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs
($)
Average Inclusion of Equity Values for Non-PEO NEOs ($)Average Compensation Actually Paid to Non-PEO NEOs ($)
20242,540,439(735)(1,419,600)1,425,0142,545,118
20232,374,371(1,361,434)(1,279,860)(266,923)
20223,183,175(692)(1,697,356)1,812,1763,297,303
20213,057,748(4,870)(1,830,920)7,084,8918,306,849

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Fiscal YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for William D. Nash ($)Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for William D. Nash ($)Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for William D. Nash ($)Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for William D. Nash ($)Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for William D. Nash ($)Total - Inclusion of Equity Values for William D. Nash ($)
20249,283,691363,030(286,205)9,360,516
20236,188,670(8,972,961)(3,777,576)(6,561,867)
20226,285,491(3,529,135)3,338,9406,095,296
202117,423,07912,751,653(1,783,602)28,391,130
Fiscal YearAverage Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs
($)
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs
($)
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
20241,412,45561,267(48,708)1,425,014
2023950,489(1,549,074)(681,275)(1,279,860)
2022895,895(458,627)383,234991,6741,812,176
20213,486,9852,438,7051,016,899142,3027,084,891
     
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between (i) the Company’s cumulative TSR over the four most recently completed fiscal years and the S&P 500 Retailing Index’s cumulative TSR over the same period, and (ii) the Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs.
CAP v TSR.jpg
     
Compensation Actually Paid vs. Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

CAP v NI.jpg
     
Compensation Actually Paid vs. Company Selected Measure
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBIT during the four most recently completed fiscal years.

CAP v EBIT.jpg
     
Total Shareholder Return Amount $ 90.48 79.07 125.22 136.88
Peer Group Total Shareholder Return Amount 192.01 124.47 158.40 147.99
Net Income (Loss) $ 479,000,000 $ 485,000,000 $ 1,151,000,000 $ 747,000,000
Company Selected Measure Amount 766,000,000 749,000,000 1,584,000,000 1,050,000,000
Additional 402(v) Disclosure The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (c) below.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBIT      
Non-GAAP Measure Description We determined Adjusted EBIT to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal year 2024 and for fiscal year 2023. EBIT is earnings before interest and taxes, and the Committee defined “Adjusted EBIT” as EBIT that excludes the impact of any unrealized gains or losses on equity investments in private companies (or companies in which CarMax initially invested while that company was private but had subsequently gone public); however, including in EBIT for the relevant fiscal year the realized gains and losses in those investments to the extent that such gains or losses were realized in the applicable fiscal year. Adjusted EBIT may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Pre-tax Earnings Per Share      
PEO | Exclusion of Change in Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (7,015) $ 0 $ 0 $ (977)
PEO | Exclusion of Stock Awards and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (9,320,852) (8,865,651) (8,644,791) (6,999,999)
PEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 9,360,516 (6,561,867) 6,095,296 28,391,130
PEO | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 9,283,691 6,188,670 6,285,491 17,423,079
PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 363,030 (8,972,961) (3,529,135) 12,751,653
PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (286,205) (3,777,576) 3,338,940 (1,783,602)
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Average Exclusion of Change in Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (735) 0 (692) (4,870)
Non-PEO NEO | Average Exclusion of Stock Awards and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,419,600) (1,361,434) (1,697,356) (1,830,920)
Non-PEO NEO | Average Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,425,014 (1,279,860) 1,812,176 7,084,891
Non-PEO NEO | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,412,455 950,489 895,895 3,486,985
Non-PEO NEO | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 61,267 (1,549,074) (458,627) 2,438,705
Non-PEO NEO | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 383,234 1,016,899
Non-PEO NEO | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (48,708) (681,275) 991,674 142,302
Non-PEO NEO | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0