Companies Carmax Inc
Carmax (KMX): executive pay, fiscal 2026
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CEO pay, last three years
- $4,208,674FY2026
CEO total pay was $4,208,674 in fiscal 2026; the brief holds no earlier figure for this CEO.
FY2026: salary $300,000 · bonus $0 · stock awards $3,599,999 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| William Nash | $927,216 | $0 | $6,024,695 | $5,249,987 | $487,226 | $14,932 | $1,541,507 | $14,245,563 |
| Former President and Chief Executive Officer | ||||||||
| David McCreight | 300,000 | 0 | 3,599,999 | 0 | 0 | 0 | 308,675 | 4,208,674 |
| Interim President and Chief Executive Officer | ||||||||
| Enrique Mayor-Mora | 800,965 | 0 | 1,137,100 | 1,024,990 | 227,825 | 0 | 136,044 | 3,326,924 |
| EVP and Chief Financial Officer | ||||||||
| Charles Joseph Wilson | 722,423 | 0 | 1,137,100 | 1,024,990 | 205,485 | 7,847 | 125,588 | 3,223,432 |
| EVP and Chief Operating Officer | ||||||||
| Diane Cafritz | 690,640 | 0 | 1,137,096 | 1,025,012 | 196,435 | 4,005 | 113,204 | 3,166,392 |
| EVP and Chief Innovation and People Officer | ||||||||
| Shamim Mohammad | 645,981 | 0 | 1,037,116 | 925,001 | 183,742 | 0 | 118,334 | 2,910,174 |
| EVP and Chief Information and Technology Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| William Nash | $14,245,563 | $17,116,845 | $12,257,314 | ↓ −2,871,282 |
| David McCreight | 4,208,674 | — | — | — |
| Enrique Mayor-Mora | 3,326,924 | 4,074,763 | 2,602,432 | ↓ −747,839 |
| Charles Joseph Wilson | 3,223,432 | 3,865,171 | 2,398,348 | ↓ −641,739 |
| Diane Cafritz | 3,166,392 | — | — | — |
| Shamim Mohammad | 2,910,174 | 3,498,204 | 2,394,452 | ↓ −588,030 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
CarMax has a pay-for-performance philosophy. The Committee believes that the best way to implement this philosophy is by tying a significant portion of our executives total direct compensation to the attainment of our financial goals and multi-year stock price appreciation.
| CEO STI target (% of salary) | 175% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Semler Brossy |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2026
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Enrique Mayor-Mora | PSU | 2025-05-01 | 7,822 | 15,644 | — | 31,288 | $1,024,995 |
| Diane Cafritz | PSU | 2025-05-01 | 7,059 | 14,118 | — | 28,236 | 925,011 |
| Charles Joseph Wilson | PSU | 2025-05-01 | 856 | 1,711 | — | 3,422 | 112,105 |
| Diane Cafritz | PSU | 2025-06-30 | — | 1,066 | — | 2,132 | 99,980 |
| William Nash | PSU | 2025-05-01 | 5,912 | 11,824 | — | 23,648 | 774,708 |
| Enrique Mayor-Mora | PSU | 2025-05-01 | 856 | 1,711 | — | 3,422 | 112,105 |
| Diane Cafritz | PSU | 2025-05-01 | 856 | 1,711 | — | 3,422 | 112,105 |
| Charles Joseph Wilson | PSU | 2025-05-01 | 7,822 | 15,644 | — | 31,288 | 1,024,995 |
| Shamim Mohammad | PSU | 2025-05-01 | 7,059 | 14,118 | — | 28,236 | 925,011 |
| William Nash | OPTION | 2025-05-01 | — | — | 200,152 | — | 5,249,987 |
| David McCreight | RSU | 2025-12-26 | — | — | 91,673 | — | 3,599,999 |
| Shamim Mohammad | PSU | 2025-05-01 | 856 | 1,711 | — | 3,422 | 112,105 |
| William Nash | PSU | 2025-05-01 | 40,064 | 80,128 | — | 160,256 | 5,249,987 |
| Enrique Mayor-Mora | OPTION | 2025-05-01 | — | — | 39,077 | — | 1,024,990 |
| Charles Joseph Wilson | OPTION | 2025-05-01 | — | — | 39,077 | — | 1,024,990 |
| Diane Cafritz | OPTION | 2025-06-30 | — | — | 3,685 | — | 100,011 |
| Diane Cafritz | OPTION | 2025-05-01 | — | — | 35,265 | — | 925,001 |
| Shamim Mohammad | OPTION | 2025-05-01 | — | — | 35,265 | — | 925,001 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Enrique Mayor-Mora | $0 | $1,137,100 | $1,024,990 | 52.6% |
| Diane Cafritz | 0 | 1,137,096 | 1,025,012 | 52.6% |
| Charles Joseph Wilson | 0 | 1,137,100 | 1,024,990 | 52.6% |
| William Nash | 0 | 6,024,695 | 5,249,987 | 53.4% |
| Shamim Mohammad | 0 | 1,037,116 | 925,001 | 52.9% |
| David McCreight | 3,599,999 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2026
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Diane Cafritz | RSU | 491 | — | $21,196 |
| Charles Joseph Wilson | Option | 627 | 59.24 | — |
| Enrique Mayor-Mora | RSU | 3,369 | — | 145,440 |
| Charles Joseph Wilson | RSU | 3,369 | — | 145,440 |
| Diane Cafritz | RSU | 3,369 | — | 145,440 |
| Shamim Mohammad | RSU | 3,369 | — | 145,440 |
| Diane Cafritz | Option | 3,685 | 67.21 | — |
| Charles Joseph Wilson | Option | 6,716 | 91.14 | — |
| Enrique Mayor-Mora | Option | 8,140 | 91.14 | — |
| Diane Cafritz | Option | 8,140 | 91.14 | — |
| Shamim Mohammad | Option | 8,140 | 91.14 | — |
| Diane Cafritz | RSU | 11,903 | — | 513,853 |
| Shamim Mohammad | RSU | 11,903 | — | 513,853 |
| Enrique Mayor-Mora | RSU | 13,391 | — | 578,089 |
| Charles Joseph Wilson | RSU | 13,391 | — | 578,089 |
| Diane Cafritz | RSU | 14,118 | — | 609,474 |
| Shamim Mohammad | RSU | 14,118 | — | 609,474 |
| Enrique Mayor-Mora | RSU | 15,644 | — | 675,351 |
| Charles Joseph Wilson | RSU | 15,644 | — | 675,351 |
| Enrique Mayor-Mora | Option | 18,641 | 70.48 | — |
| Charles Joseph Wilson | Option | 18,641 | 70.48 | — |
| Diane Cafritz | Option | 18,641 | 70.48 | — |
| Shamim Mohammad | Option | 18,641 | 70.48 | — |
| Diane Cafritz | Option | 20,562 | 67.21 | — |
| Shamim Mohammad | Option | 20,562 | 67.21 | — |
| Enrique Mayor-Mora | Option | 23,132 | 67.21 | — |
| Charles Joseph Wilson | Option | 23,132 | 67.21 | — |
| William Nash | RSU | 23,293 | — | 1,005,559 |
| Diane Cafritz | Option | 35,265 | 65.52 | — |
| Shamim Mohammad | Option | 35,265 | 65.52 | — |
| Enrique Mayor-Mora | Option | 39,077 | 65.52 | — |
| Charles Joseph Wilson | Option | 39,077 | 65.52 | — |
| William Nash | RSU | 78,113 | — | 3,372,138 |
| William Nash | RSU | 80,128 | — | 3,459,126 |
| David McCreight | RSU | 91,673 | — | 3,957,523 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Thomas J. FolliardEmployee director · Board Chair | $221,250 | $185,029 | $0 | — | $1,420,549 | $1,826,828 |
| Mitchell D. SteenrodIndependent · Lead Independent Director · Audit · Nominating and Governance · Not standing for re-election | 158,833 | 185,029 | 0 | — | 13,640 | 357,502 |
| Peter J. BensenIndependent · Audit (Chair) | 144,000 | 185,029 | 0 | — | 5,000 | 334,029 |
| Sona ChawlaIndependent · Compensation and Personnel · Technology and Innovation (Chair) | 132,250 | 185,029 | 0 | — | — | 317,279 |
| Shira D. GoodmanIndependent · Nominating and Governance (Chair) · Compensation and Personnel · Not standing for re-election | 123,250 | 185,029 | 0 | — | — | 308,279 |
| Mark F. O'Neil | 120,167 | 185,029 | 0 | — | — | 305,196 |
| Pietro SatrianoIndependent · Audit · Technology and Innovation | 108,250 | 185,029 | 0 | — | — | 293,279 |
| Marcella ShinderIndependent · Nominating and Governance · Technology and Innovation | 102,500 | 185,029 | 0 | — | — | 287,529 |
| Ronald E. BlaylockIndependent · Compensation and Personnel · Not standing for re-election · Departed during FY | 32,250 | 0 | 0 | — | 91 | 32,341 |
| James KesslerIndependent · Audit · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| William C. CobbIndependent · Technology and Innovation · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| William D. NashEmployee director · Departed during FY | 0 | 0 | 0 | 0 | 0 | 0 |
| David W. McCreightEmployee director · Compensation and Personnel · Nominating and Governance | 0 | 0 | 0 | 0 | 0 | 0 |
| Robert T. O'ShaughnessyNewly elected | 0 | 0 | 0 | — | 0 | 0 |
| Keith BarrEmployee director · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $95,000 |
|---|---|
| Annual equity retainer | $185,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 35,000 / 25,000 / 20,000 |
| Stock ownership guideline | $5 |
Total cost of the board
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $1,142,750 |
| Equity awards (grant-date value) | $1,480,232 |
| All other compensation | $1,439,280 |
| Total cost of the board | $4,062,262 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Carmax as a peer
Companies that benchmark against KMX
15 companies name KMX as a compensation peer
The list of companies that name KMX as a peer is temporarily unavailable — recheck shortly.
Disclosed peer group — fiscal year 2026
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies Carmax Inc names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Carmax Inc.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Performance- | 2026 | Scott McPherson | $880,385 | $4,250,191 | $0 | $1,933,218 | $7,129,941 |
| 2 | Carmax Inc | 2026 | David McCreight | 300,000 | 3,599,999 | 0 | 0 | 4,208,674 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Carmax Inc | 30% | PSU 50 · Options 50 | No | Semler Brossy |
| Performance- | 150.4% | PSU 60 · RSU 40 | Yes — Relative TSR | Meridian Compensation Partners, LLC |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-23 | 107,869,976 | 5,685,835 | 1,762,734 | 94.99% | Passed |
| 2025 | 2025-06-24 | 110,883,252 | 15,376,527 | 2,019,004 | 87.82% | Passed |
| 2024 | 2024-06-25 | 120,308,324 | 13,766,949 | 1,785,474 | 89.73% | Passed |
| 2023 | 2023-06-27 | 93,327,266 | 39,044,596 | 2,110,249 | 70.5% | Passed |
| 2022 | 2022-06-28 | 133,743,577 | 4,824,044 | 1,257,080 | 96.52% | Passed |
| 2021 | 2021-06-29 | 135,883,521 | 5,194,188 | 1,867,826 | 96.32% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-23 | 94.99%a |
| 2025 | 2025-06-24 | 87.82%b |
| 2024 | 2024-06-25 | 89.73%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted in determining the number of votes cast on Proposals One, Two, Three, and Four.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted in determining the number of votes cast on Proposals One, Two, Three, and Four.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted in determining the number of votes cast on Proposals One, Two, and Three.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 318 : 1 |
|---|---|
| CEO total compensation | $18,454,237 |
| Median employee compensation | $58,023 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (49 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, William Nash. DEF 14A, filed 2026-05-12. Section “Summary Compensation Table for Fiscal 2026” · page 46. As printed: 14,245,563. View filing ↗
- Section 01, David McCreight. DEF 14A, filed 2026-05-12. Section “Summary Compensation Table for Fiscal 2026” · page 46. As printed: 4,208,674. View filing ↗
- Section 01, Enrique Mayor-Mora. DEF 14A, filed 2026-05-12. Section “Summary Compensation Table for Fiscal 2026” · page 46. As printed: 3,326,924. View filing ↗
- Section 01, Charles Joseph Wilson. DEF 14A, filed 2026-05-12. Section “Summary Compensation Table for Fiscal 2026” · page 46. As printed: 3,223,432. View filing ↗
- Section 01, Diane Cafritz. DEF 14A, filed 2026-05-12. Section “Summary Compensation Table for Fiscal 2026” · page 46. As printed: 3,166,392. View filing ↗
- Section 01, Shamim Mohammad. DEF 14A, filed 2026-05-12. Section “Summary Compensation Table for Fiscal 2026” · page 46. As printed: 2,910,174. View filing ↗
- Section 03, Enrique Mayor-Mora PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Diane Cafritz PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Charles Joseph Wilson PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Diane Cafritz PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, William Nash PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Enrique Mayor-Mora PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Diane Cafritz PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Charles Joseph Wilson PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Shamim Mohammad PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, William Nash OPTION. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, David McCreight RSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Shamim Mohammad PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, William Nash PSU. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Enrique Mayor-Mora OPTION. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Charles Joseph Wilson OPTION. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Diane Cafritz OPTION. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Diane Cafritz OPTION. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 03, Shamim Mohammad OPTION. DEF 14A, filed 2026-05-12. Section “Grants of Plan-Based Awards Table” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-05-12. Section “CEO Pay Ratio”. As printed: 318 : 1. View filing ↗
- Section 08, Thomas J. Folliard. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 1,826,828. View filing ↗
- Section 08, Mitchell D. Steenrod. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 357,502. View filing ↗
- Section 08, Peter J. Bensen. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 334,029. View filing ↗
- Section 08, Sona Chawla. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 317,279. View filing ↗
- Section 08, Shira D. Goodman. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 308,279. View filing ↗
- Section 08, Mark F. O'Neil. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 305,196. View filing ↗
- Section 08, Pietro Satriano. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 293,279. View filing ↗
- Section 08, Marcella Shinder. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 287,529. View filing ↗
- Section 08, Ronald E. Blaylock. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 32,341. View filing ↗
- Section 08, James Kessler. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, William C. Cobb. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, William D. Nash. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, David W. McCreight. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Robert T. O'Shaughnessy. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Keith Barr. DEF 14A, filed 2026-05-12. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-24. Item 5.07 · say-on-pay result. As reported: 94.99% (votes for as printed: 107,869,976). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-26. Item 5.07 · say-on-pay result. As reported: 87.82% (votes for as printed: 110,883,252). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-27. Item 5.07 · say-on-pay result. As reported: 89.73% (votes for as printed: 120,308,324). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 1,142,750 + equity 1,480,232 + all other 1,439,280 = 4,062,262, summed across the director compensation table rows.
- Performance-, Section 10b CEO total. DEF 14A, filed 2026-10-09. CEO total compensation as printed in Performance-'s own proxy. As printed: 7,129,941. View filing ↗
- Carmax Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-05-12. CEO total compensation as printed in Carmax Inc's own proxy. As printed: 4,208,674. View filing ↗
- Section 10a, Performance- reciprocity. DEF 14A. Performance-'s most recent proxy was read; its disclosed peer group does not include Carmax Inc. View filing ↗