DEF 14A of Carmax Inc, May 8, 2025

DEF 14A of Carmax Inc

Filed May 8, 2025 · FY20250001170010-25-000073

Open on EDGAR

  1. NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

    | Nonqualified Deferred Compensation Table | 50 | | Potential Payments Upon Termination or Change-in-Control | 51 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 57 | | DIRECTOR COMPENSATION | 62 | | PROPOSAL FOUR: SHAREHOLDER SPECIAL MEETING RIGHT | 64 | | CARMAX SHARE OWNERSHIP | 66 | | GENERAL INFORMATION | 69 |

  2. Next Year’s Annual Shareholders Meeting

    Next Year’s Annual Shareholders Meeting

  3. Next Year’s Annual Shareholders Meeting

    | Expected Date of 2026 Annual Shareholders Meeting | June 23, 2026 | | Deadline for Shareholder Proposals | January 8, 2026 |

  4. Next Year’s Annual Shareholders Meeting

    | PROPOSAL ONE: ELECTION OF DIRECTORS |

  5. Next Year’s Annual Shareholders Meeting

    We are asking you to vote for the election of the ten director nominees listed on the following pages. Our Board has nominated these individuals at the recommendation of our independent Nominating and Governance Committee. The Committee based its recommendation on, among other things, the results of an annual Board and peer evaluation process, as well as the integrity, experience, and skills of each nominee. All of the nominees are current directors who were elected by shareholders at our 2024 annual meeting. Ronald E. Blaylock, a director since 2007, has decided not to stand for reelection at this year’s annual meeting. The Board of Directors thanks Mr. Blaylock for his many contributions over the years and his valuable insight to the Board. Our Board is declassified and elected on an annual basis. Accordingly, each director nominee is standing for election to hold office until our 2026 annual meeting of shareholders. CarMax uses a majority vote standard for the election of directors. This means that to be elected in uncontested elections, each nominee must be approved by the affirmative vote of a majority of the votes cast. Each nominee has consented to being named in this proxy statement and to serve if elected. If any nominee is not available to serve—for reasons such as death or disability—your proxy will be voted for a substitute nominee if the Board nominates one. The table below summarizes the key experience and skills of our director nominees and it highlights the balanced mix of experience and skills of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.

  6. Next Year’s Annual Shareholders Meeting

    | | Peter J. Bensen | Sona Chawla | Thomas J. Folliard | Shira Goodman | David W. McCreight | William D. Nash | Mark F. O’Neil | Pietro Satriano | Marcella Shinder | Mitchell D. Steenrod | | Leadership and Industry Experience | | | | | | | | | | | | Other Public Company Board Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | CEO/COO/ Division President | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | CFO | ✓ | | | | | | | | | ✓ | | Relevant Industry Experience | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Functional Expertise | | | | | | | | | | | | Accounting & Finance | ✓ | | | | | ✓ | | | | ✓ | | Innovation and Disruption | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Data Analytics | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | E-commerce | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology & Cyber | ✓ | ✓ | | | ✓ | ✓ | ✓ | | ✓ | ✓ | | Logistics | | ✓ | | | | ✓ | | ✓ | | ✓ | | Product, Marketing & Media | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Regulatory | | | ✓ | | | ✓ | ✓ | | | ✓ | | Human Capital Management | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Oversight | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | ✓ | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  7. Next Year’s Annual Shareholders Meeting

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

  8. Next Year’s Annual Shareholders Meeting

    | | PETER J. BENSEN Director since: 2018 Age: 62 Independent | | | Mr. Bensen retired from McDonald’s Corporation, following a 20-year career, in 2016. He served as Chief Administrative Officer of McDonald’s from 2015 to 2016. Before that he served as Corporate Executive Vice President and Chief Financial Officer of McDonald’s from 2008 to 2014, when he was promoted to Corporate Senior Executive Vice President and Chief Financial Officer, a position he held until 2015. During his tenure as Chief Administrative Officer and Chief Financial Officer, Mr. Bensen also had oversight responsibility for information technology, supply chain, and other support departments. Before joining McDonald’s in 1996, Mr. Bensen was a senior manager at Ernst & Young LLP. | | | | Qualifications Mr. Bensen’s long-standing service as the chief financial officer, and in other administrative, financial, and accounting roles, at a global, iconic company qualify him to serve on our Board. He brings to our Board extensive management experience and financial expertise, as well as his background as a key executive helping to shape McDonald’s strategic response to a changing market environment. | | | | Other Current Directorships Lamb Weston Holdings, Inc. | | Other Directorships within Past 5 Years None. |

  9. Next Year’s Annual Shareholders Meeting

    | | SONA CHAWLA Director since: 2017 Age: 57 Independent | | | Ms. Chawla has served as the Chief Growth and Innovation Officer at CDW Corporation, a leading technology solutions provider to business, government, education and healthcare customers, since January 2020. She is responsible for strategy and corporate development, digital and e-commerce, technology, information security, marketing, and product and partner management. Prior to joining CDW, she was President of Kohl’s Corporation from May 2018 to October 2019. Ms. Chawla joined Kohl’s in November 2015, serving as Chief Operating Officer until September 2017 and as President-Elect from September 2017 to May 2018. At Kohl’s, her responsibilities encompassed omnichannel operations, including stores, e-commerce, technology, information security, logistics & supply chain, and corporate strategy. Before joining Kohl’s, Ms. Chawla served at Walgreens as its President of Digital and Chief Marketing Officer from February 2014 to November 2015 and as its President, E-commerce from January 2011 to February 2014. Prior to joining Walgreens, Ms. Chawla was Vice President of Global Online Business at Dell, Inc. Before Dell, Ms. Chawla worked at Wells Fargo’s Internet Services Group, where she held several roles, including Executive Vice President of Online Sales, Service and Marketing. Ms. Chawla holds a CERT certification in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. | | | | Qualifications As Chief Growth and Innovation Officer at a leading business technology company that specializes in providing products, solutions and services, Ms. Chawla brings the perspective of an executive driving innovation for businesses accelerating their digital transformation and responding to the evolving technology landscape. Her background and operating executive experience in retail, including e-commerce, omnichannel strategy, store operations, logistics, and information and digital technology strengthen the business and strategic insight of our Board. | | | | Other Current Directorships None. | | Other Directorships within Past 5 Years None. |

  10. Next Year’s Annual Shareholders Meeting

    | | THOMAS J. FOLLIARD Director since: 2006 Age: 60 Non-Executive Chair of the Board | | | Mr. Folliard has been the Non-Executive Chair of the Board of CarMax since August 2016. He joined CarMax in 1993 as senior buyer and became Director of Purchasing in 1994. He was promoted to Vice President of Merchandising in 1996, Senior Vice President of Store Operations in 2000 and Executive Vice President of Store Operations in 2001. Mr. Folliard served as President and Chief Executive Officer of CarMax from 2006 to February 2016 and retired as Chief Executive Officer in August 2016. | | | | Qualifications During his ten years as CEO, Mr. Folliard successfully led CarMax through the Company’s establishment as a national brand and a time of significant growth, during which its store base and total revenues more than doubled and its net income quadrupled. With his long tenure at CarMax, Mr. Folliard brings to the board significant executive experience and in-depth knowledge of our company, the auto retail industry, and the continued deployment of technology within the industry. | | | | Other Current Directorships PulteGroup, Inc. | | Other Directorships within Past 5 Years None. |

  11. Next Year’s Annual Shareholders Meeting

    | | SHIRA GOODMAN Director since: 2007 Age: 64 Independent | | | Ms. Goodman was the Chief Executive Officer of Staples, Inc. Ms. Goodman joined Staples in 1992 and held a variety of positions of increasing responsibility in general management, marketing and human resources, including serving as Executive Vice President, Marketing from 2001 to 2009, Executive Vice President, Human Resources from 2009 to 2012, Executive Vice President, Global Growth from 2012 to 2014, President, North American Commercial from 2014 to 2016, President, North American Operations from February to June 2016, Interim Chief Executive Officer from June to September 2016, and Chief Executive Officer from September 2016 to January 2018. From 1986 to 1992, Ms. Goodman worked at Bain & Company and helped develop the business plan for Staples’ initial delivery business. This business subsequently grew into a leading e-commerce site under Ms. Goodman’s leadership while at Staples. Ms. Goodman served at Charlesbank Capital Partners, a private equity firm, from 2019 to 2024 as an Advisory Director. At Charlesbank, Ms. Goodman provided strategic guidance to B2B and B2C companies. Ms. Goodman also provides executive coaching services to business and non-profit leaders. | | | | Qualifications Ms. Goodman’s experience as the chief executive and senior executive in other leadership positions in operations, retail marketing, human resources and business growth at an internationally renowned retailer qualify her to serve on our Board. During her years at Staples, the company underwent a robust digital transformation and grew from a mid-sized US retailer into a global multi-channel distributor with a powerful presence in retail, e-commerce and B2B delivery. | | | | Other Current Directorships CBRE Group, Inc. Burlington Stores, Inc. | | Other Directorships within Past 5 Years Henry Schein, Inc. (2018-2021) |

  12. Next Year’s Annual Shareholders Meeting

    | | DAVID W. MCCREIGHT Director since: 2018 Age: 62 Independent | | | Mr. McCreight served as Executive Chair of Lulu’s Fashion Lounge Holdings, Inc., an online retail platform for women’s apparel and accessories, from 2023 to 2024, and he served as the Chief Executive Officer of Lulu’s from 2021 to March 2023. Lulu’s is a customer-driven, digitally-native fashion brand serving millions of Millennial and Gen Z consumers. Mr. McCreight also served as President of Urban Outfitters, Inc., parent of Urban Outfitters, Anthropologie Group, and Free People consumer brands whose products are distributed internationally through their digital, retail, and wholesale channels, from 2016 to 2018, and Chief Executive Officer of Anthropologie from 2011 to 2018. During his tenure as CEO of Anthropologie, Mr. McCreight led the company’s transformation from a store-centric brand to a best-in-class omnichannel platform while enhancing its customers’ brand experience. Previously, Mr. McCreight served as President of Under Armour from 2008 until 2010; and he was President, from 2005 to 2008, and Senior Vice President, from 2003 to 2005, of Lands’ End. | | | | Qualifications Mr. McCreight has executive experience leading high-profile retail brands in highly competitive and fast-evolving marketplaces. For over twenty years, Mr. McCreight led organizations in developing omnichannel strategies and digital competencies to expand the reach for new customers and strengthen relationships with existing customers. His deep experience as an omnichannel brand executive and successful track record qualify him to serve on our Board, particularly as CarMax continues to differentiate and grow its brand and enhance its omnichannel strategy. | | | | Other Current Directorships None. | | Other Directorships within Past 5 Years Wolverine World Wide, Inc. (2019-2023) Lulu’s Fashion Lounge Holdings, Inc. (2017-2024) |

  13. Next Year’s Annual Shareholders Meeting

    | | WILLIAM D. NASH Director since: 2016 Age: 56 President and Chief Executive Officer | | | Mr. Nash has been the President and Chief Executive Officer of CarMax since September 2016. He was promoted to President in February 2016. In 2012, he assumed the role of Executive Vice President, Human Resources and Administrative Services, where he oversaw human resources, information technology, procurement, loss prevention, employee health & safety, and construction & facilities. In 2011, Mr. Nash was promoted to Senior Vice President, Human Resources and Administrative Services. Previously, he served as Vice President and Senior Vice President of Merchandising, after serving as Vice President of Auction Services. Mr. Nash joined CarMax in 1997 as auction manager. Before joining CarMax, Mr. Nash, a former CPA, held a variety of accounting roles at Circuit City. | | | | Qualifications As the chief executive officer of CarMax, Mr. Nash leads the Company’s day-to-day operations and is responsible for establishing and executing the Company’s strategic plans. His significant experience in the auto retail industry, his tenure with CarMax and his motivational leadership of more than 30,000 CarMax associates qualify him to serve on our Board. | | | | Other Current Directorships eBay, Inc. | | Other Directorships within Past 5 Years None. |

  14. Next Year’s Annual Shareholders Meeting

    | | MARK F. O’NEIL Director since: 2019 Age: 66 Independent | | | Mr. O’Neil retired as Chief Operating Officer of Cox Automotive, a global automotive services and software company, in March 2019 after being named to the position in 2016 following Cox’s acquisition of Dealertrack Technologies, Inc., then a publicly traded provider of software, marketing and e-commerce services for automotive retailers. At Cox, Mr. O’Neil led the rebuild of the Autotrader website to make it more interactive for consumers. Mr. O’Neil was CEO of Dealertrack from 2001 until the sale to Cox in 2015 and also served as President from 2001 to 2014. He was a director of Dealertrack from 2001 to 2015 and Chairman of the Board from 2005 to 2015. As CEO of Dealertrack, Mr. O’Neil led the company’s growth in becoming the leading provider of web-based software solutions and services for all major segments of the automotive retail industry, including creating the largest online auto credit application network in the U.S. and Canada. Mr. O’Neil began his career at Intel Corporation and subsequently worked for McKinsey & Co. before moving to the automotive industry in the late 1980s. His experience in the automotive industry includes serving as President of Ertley MotorWorld, a dealer group based in Pennsylvania. From this traditional retail dealer group, Mr. O’Neil went on to work on the development and rollout of CarMax, serving in various roles at CarMax from 1992 until 2000, including as Vice President from 1997 to 2000. From 2000 through 2001, Mr. O’Neil was President and COO of Greenlight.com, an online automotive sales website. | | | | Qualifications Mr. O’Neil’s extensive experience as a chief executive and a leader at the intersection of auto retail and technology uniquely qualifies him to serve on our Board. During his over 30-year career in auto retail, Mr. O’Neil led several companies through periods of significant retail innovation, using technology solutions to disrupt and transform financing, insurance, marketing and other activities within the automotive retail sales and service processes. | | | | Other Current Directorships None. | | Other Directorships within Past 5 Years None. |

  15. Next Year’s Annual Shareholders Meeting

    | | PIETRO SATRIANO Director since: 2018 Age: 62 Independent | | | Mr. Satriano served as the Chief Executive Officer of US Foods Holding Corp., a publicly held foodservice distributor, from July 2015 to May 2022, as a director from July 2015 to June 2022, and Chairman of the US Foods board from December 2017 through February 2022. Prior to that, Mr. Satriano served as Chief Merchandising Officer of US Foods from February 2011 until July 2015. Before joining US Foods, Mr. Satriano was President of LoyaltyOne Canada from 2009 to 2011 and served in a number of leadership positions at Loblaw Companies Limited, including Executive Vice President, Loblaw Brands, and Executive Vice President, Food Segment, from 2002 to 2008. Mr. Satriano began his career in strategy consulting, first in Toronto, Canada with what is now The Boston Consulting Group, and then in Milan, Italy, with the Monitor Company. Mr. Satriano is an Executive Advisor for JMPS Advisory LLC, a business consulting and advisory firm. | | | | Qualifications Mr. Satriano’s chief executive experience at US Foods, as well as his extensive executive experience at consumer-facing companies, qualify him to serve on our Board. In his role as CEO, Mr. Satriano led US Foods’ strategy of using technology and e-commerce solutions to fuel future growth in the highly-competitive and rapidly-evolving foodservice distribution industry. | | | | Other Current Directorships Metro Inc. (listed on the Toronto Stock Exchange) | | Other Directorships within Past 5 Years US Foods Holding Corp. (2015-2022) |

  16. Next Year’s Annual Shareholders Meeting

    | | MARCELLA SHINDER Director since: 2015 Age: 58 Independent | | | Ms. Shinder served as Global Head of Partnerships at WeWork Companies, Inc., a technologically driven global provider of shared working spaces, from April 2019 to November 2019. Ms. Shinder joined WeWork in March 2018, serving as Global Head of Marketing until April 2019. At WeWork, Ms. Shinder was responsible for leading a global, integrated, omnichannel marketing agenda. Prior to WeWork, Ms. Shinder was Chief Marketing Officer at WorkMarket, a venture-backed enterprise software-as-a-service company acquired by ADP, from 2016 until 2018. From 2011 to 2016, Ms. Shinder was Chief Marketing Officer of Nielsen Holdings plc, a global measurement and data analytics company where she transformed the company’s digital properties and positioned it for success as a leader in digital measurement. Prior to joining Nielsen, Ms. Shinder held various executive roles during her 17 years with American Express, including Head of Marketing and General Manager of divisions, including OPEN Small Business and Global Business Travel, where her work and leadership earned numerous industry accolades for digital leadership and marketing innovation. Ms. Shinder joined Charlesbank Capital Partners, a private equity firm, in 2020 as an Advisory Director. Since June 2021, Ms. Shinder has served on the board of Zappi, a privately held AI-based market research platform. Ms. Shinder is also a founding member of Brilliant Friends Investing, a venture capital fund for women-founded businesses. Ms. Shinder holds a CERT certification in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. | | | | Qualifications Ms. Shinder’s experiences as the lead marketing officer of innovative technology companies, as a senior executive at a leading global measurement and data analytics company, and at a large consumer financial services organization focused on consumer lending, qualify her to serve on our Board. Further, Ms. Shinder’s deep experience with omnichannel media and marketing, digital transformation, big data and analytics, AI and advanced technologies, cybersecurity, marketing and product innovation, and social media and branding enable her to provide additional insight to our Board and its committees. | | | | Other Current Directorships None. | | Other Directorships within Past 5 Years None. |

  17. Next Year’s Annual Shareholders Meeting

    | | MITCHELL D. STEENROD Director since: 2011 Age: 58 Lead Independent Director | | | Mr. Steenrod was the Senior Vice President and Chief Financial Officer of Pilot Travel Centers LLC, the nation’s largest operator of travel centers. Mr. Steenrod joined Pilot Travel Centers in 2001 as controller and treasurer. In 2004, he was promoted to Senior Vice President and Chief Financial Officer and held this position until his retirement in 2018. During his tenure as CFO, Mr. Steenrod also had oversight responsibility for the technology, business development, supply chain and legal departments. Previously, he spent 12 years with Marathon Oil Company and Marathon Ashland Petroleum LLC in a variety of positions of increasing responsibility in accounting, general management and marketing. | | | | Qualifications Mr. Steenrod’s extensive retail industry and operational experience as well as his experience implementing successful growth strategies, including participating in several large acquisitions and business combinations at Marathon Ashland Petroleum LLC and Pilot, qualify him to serve on our Board. Additionally, Mr. Steenrod’s extensive financial and accounting experience, including his years of experience as a chief financial officer, strengthens our Board through his understanding of accounting principles, financial reporting rules and regulations, internal controls, and technology oversight. | | | | Other Current Directorships None. | | Other Directorships within Past 5 Years Recharge Acquisition Corp. (2020-2022) |

  18. Next Year’s Annual Shareholders Meeting

    | CORPORATE GOVERNANCE |

  19. Next Year’s Annual Shareholders Meeting

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

  20. Independence

    Independence Our Board, in consultation with the Nominating and Governance Committee, evaluates the independence of our directors and director nominees at least annually. The most recent evaluation took place in April 2025. During this evaluation, the Board considered transactions between the directors (and their immediate family members) and the Company and its affiliates. The Board determined that the following directors are independent under the listing standards of the New York Stock Exchange (“NYSE”):

  21. Independence

    | Peter J. Bensen | Shira Goodman | Pietro Satriano | | Ronald E. Blaylock | David W. McCreight | Marcella Shinder | | Sona Chawla | Mark F. O’Neil | Mitchell D. Steenrod |

  22. Independence

    Mr. Folliard is not independent because he was an executive officer of CarMax until 2016, and Mr. Nash is not independent because he is currently an executive officer of CarMax. In assessing independence, the Board considered transactions not just between CarMax and the individual directors themselves (and their immediate family members), but also between CarMax and entities associated with the directors or their immediate family members. The Board’s review included the following: ▪Ms. Chawla joined CDW Corporation as an executive officer in January 2020. CarMax purchased technology solutions from CDW in the ordinary course of business in fiscal 2023, fiscal 2024 and fiscal 2025. In addition, CDW acts as a value-added reseller of Microsoft products to CarMax. While CarMax does not make payments to CDW for this service, CDW does receive compensation from Microsoft in connection with products purchased under this arrangement. The payments from CarMax or in connection with sales to CarMax in each of the last three fiscal years did not exceed the greater of $1 million or 2% of the total net sales of CDW in each year. The Board determined that this relationship did not impair the independence of Ms. Chawla.

  23. Selection of Directors

    Selection of Directors

  24. COMPENSATION PHILOSOPHY, OBJECTIVES, AND GOVERNANCE

    | What We Do | What We Do Not Do | | Pay for Performance: We reward performance that meets predetermined goals. A significant portion of our NEOs’ (including our CEO’s) compensation is based on Company performance. | No tax gross-ups or excessive perquisites: We do not provide tax gross-ups on perquisites or benefits, and we do not pay NEOs excessive perquisites. | | Clawback Policy: CarMax has adopted a clawback policy, requiring the Company cancel and recoup granted, vested or paid incentive-based compensation, wholly or partly, with a look-back period of three years in the event of a required accounting restatement of any Company financial statement. | No Single-Trigger Change-in-Control Benefits: An Executive Officer may receive change in control benefits only upon both (1) a change in control and (2) a qualifying termination of employment occurring within a specified timeframe of the change in control. | | Rigorous stock ownership requirements: Executive officers are required to own CarMax stock worth two to six times their base salary (depending on position). | No hedging and pledging: Under our Policy Against Insider Trading, executive officers are prohibited from hedging and pledging CarMax stock. | | Challenging incentive targets: Targets for incentive awards are set at the beginning of the performance period, taking into consideration our business strategy and operating goals. | No repricing: We do not reprice stock option awards. | | Risk mitigation: Our compensation programs include balanced performance metrics, clawback provisions, and an oversight process to identify risk. | |

  25. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT The Committee engages a compensation consultant to obtain access to independent compensation data, analysis and advice. The Committee retained Semler Brossy to assist it while making decisions regarding the compensation of our executive officers for fiscal 2025. Under its charter, the Committee has the sole authority to hire, oversee and terminate compensation consultants, as well as to approve compensation consultant fees and any other terms of the engagement.

  26. COMPENSATION CONSULTANT

    | The Committee has retained an independent compensation consultant. | Committee members have direct access to the compensation consultant without going through management. Semler Brossy did not provide any services to CarMax other than those it provided to the Committee. The Committee assesses its compensation consultant’s independence annually. It assessed Semler Brossy’s independence in May 2024 and April 2025, under SEC and NYSE standards and concluded that Semler Brossy was independent. |

  27. COMPENSATION CONSULTANT

    When assessing its compensation consultant’s independence, the Committee considers, among other factors: •whether the consultant provided other services to CarMax; •the amount of fees paid by CarMax to the consultant as a percentage of the consultant’s total revenue; •the consultant’s policies and procedures designed to prevent conflicts of interest; •any business or personal relationship between the individuals advising the Committee and any Committee member; •any CarMax stock owned by the individuals advising the Committee; and •any business or personal relationship between the individuals advising the Committee, or the consultant itself, and an executive officer of CarMax. The Committee’s compensation consultant frequently attends Committee meetings and provides analysis and recommendations that inform the Committee’s decisions. Semler Brossy assisted the Committee in fiscal 2025 by analyzing and providing recommendations with regard to total direct compensation for the Company’s CEO and executive and senior vice presidents, including the other named executive officers. Semler Brossy also assisted the Committee by providing general compensation advice, including analysis related to potential incentive plan design changes, the composition of our peer group and non-employee director pay.

  28. MANAGEMENT’S ROLE

    MANAGEMENT’S ROLE Although management does not have any decision-making authority regarding compensation of executive officers, management assists the Committee by recommending base salary levels, annual incentive bonus objectives and targets, and individual long-term equity awards for executives other than the CEO. Management also assists the Committee with the preparation of meeting agendas and prepares materials for those meetings as directed by the Committee. The Committee has not delegated any authority with respect to the compensation of our executive officers and directors. The Committee, however, has delegated limited authority to our CEO and CFO to grant long-term equity awards to our non-executive officer employees between regularly scheduled Committee meetings in an amount not to exceed 75,000 shares or units. These awards are subject to our Employee Equity Grant Policy, which is available under the “Governance” link at investors.carmax.com. The Committee’s practice is to review and ratify any such grant at its next regularly scheduled meeting. Notwithstanding the Committee’s use of outside advisers and management’s participation in the executive compensation process, the Committee makes all executive compensation decisions using its own independent judgment.

  29. PEER GROUP

    PEER GROUP Each year, generally in January, in consultation with the independent compensation consultant, the Committee reviews market compensation data provided by its independent consultant to determine whether the compensation opportunities of the named executive officers are appropriate and competitive. In January 2024, the Committee used the following peer group of companies to assess the market competitiveness of the fiscal 2025 compensation disclosed in this proxy statement. All of the peer group companies fell within a reasonable range (both above and below CarMax) of comparative factors such as revenue, market capitalization, net income, revenue growth, assets and one- and three-year total shareholder return. These peers are generally comparable retailers or direct competitors.

  30. PEER GROUP

    | Advance Auto Parts, Inc. | Genuine Parts Company | | AutoNation, Inc. | Kohl’s Corporation | | AutoZone, Inc. | Lowe’s Companies, Inc. | | Best Buy Co., Inc. | Macy’s, Inc. | | Dick’s Sporting Goods, Inc. | Ross Stores, Inc. | | Dollar General Corporation | The Sherwin-Williams Company | | Dollar Tree, Inc. | Target Corporation | | eBay Inc. | The TJX Companies, Inc. | | The Gap, Inc. | Tractor Supply Company |

  31. PEER GROUP

    The Committee reviews the peer group at least annually. Subsequent to the establishment of his CarMax compensation for fiscal 2025, Mr. Nash joined the Board of Directors of eBay Inc. As a result of Mr. Nash’s service on eBay Inc.’s Board of Directors, effective for fiscal 2026 and thereafter, the Committee has removed eBay Inc. from the peer group.

  32. BENCHMARKING

    BENCHMARKING The Committee considers a blend of peer group data and broader survey data in benchmarking compensation. For fiscal 2025, in addition to the peer group, the Committee considered national compensation surveys produced by Equilar and Willis Towers Watson with a focus on executives within the retail/wholesale and automotive industries. The Committee believes that this mix of data provides the most comprehensive view of executive compensation practices at companies with whom we compete for talent and allows the Committee to ensure that CarMax continues to provide appropriate and competitive compensation. This mix of data also allows the Committee to obtain broader market context with regard to certain positions that may not exist in a comparable form at every company in our peer group or that may not be classified as a named executive officer at every company in our peer group. The Committee uses peer group and broader survey data as one of many factors in making compensation decisions and does not target named executive officers’ total direct compensation, or any specific element of compensation, at a specific percentile of the peer group/survey data. Other factors include individual performance, CarMax performance, tenure, internal pay equity and succession planning. The Committee generally uses the 50th percentile of the blended peer/survey data as a reference in setting the base salaries and target annual incentive bonus opportunities of our named executive officers. The Committee uses long-term equity awards that are tied to objective performance metrics to further reward executive officers when CarMax performs well. If the Company delivers sustained performance gains, these long-term equity awards are targeted to provide an opportunity for total direct compensation beyond the 50th percentile of the blended peer/survey data. However, if the sustained performance goals are not achieved, these compensatory opportunities will not be realized.

  33. What We Pay and Why: Elements of Compensation

    | Base Salary | + | Annual Incentive Bonus | + | Long-Term Equity Awards | = | Total Direct Compensation |

  34. BASE SALARY

    BASE SALARY We pay competitive base salaries to retain key officers and to attract the new talent necessary for our long-term success. An executive officer’s base salary generally reflects the officer’s responsibilities, tenure and job performance, as well as the market for the officer’s services. The Committee reviews officer base salaries every year, generally in March, and sets the base salary for newly appointed executive officers on their promotion. When the Committee reviews base salaries, it considers the reports and advice provided by its independent compensation consultant and the peer group and survey data described above, as well as the recommendations provided by our CEO (except when setting the CEO’s base salary). The Committee reviewed Mr. Nash’s compensation and determined that his base salary was appropriately positioned relative to benchmarking data. Mr. Mayor-Mora, Mr. Lyski, and Mr. Mohammad were awarded 3% increases to their base salaries, which were consistent with the base salary increases awarded generally to our salaried associates. Mr. Wilson was awarded a 9% increase to his base salary, in connection with his individual contributions and the competitive positioning of his salary relative to the market median. The following chart shows the fiscal 2024 base salary of each named executive officer that was carried over into fiscal 2025 and the base salary that applied after the Committee approved the base salary adjustments in March that were effective in April.

  35. ANNUAL INCENTIVE BONUS

    ANNUAL INCENTIVE BONUS We pay annual incentive bonuses to drive the achievement of CarMax’s financial and strategic goals. The amount of the annual incentive bonus depends on our performance as measured against objective performance goals established by the Committee each fiscal year. Bonuses are not guaranteed. We calculate bonuses using the following formula:

  36. ANNUAL INCENTIVE BONUS

    | Base Salaryx | Target Percentage of Base Salaryx | Performance Adjustment Factor | = | Annual Incentive Bonus |

  37. ANNUAL INCENTIVE BONUS

    Base salaries, which are the first component of this formula, are discussed above. The “target percentage of base salary” is an individual’s incentive bonus target expressed as a percentage of base salary. This percentage differs among our named executive officers depending on their level of responsibility. In January 2024, the Committee, in consultation with Semler Brossy, reviewed target percentages for our executive officers. In March 2024, the Committee decided to increase the target percentage of base salary from the prior fiscal year by 10 percentage points for our named executive officers, with the exception of Mr. Nash. The last component of the bonus formula – the “performance adjustment factor” – is a percentage representing the Company’s success in meeting the performance goals set by the Committee each fiscal year. The following narrative describes how the Committee applied this formula in fiscal 2025.

  38. Performance Measures, Related Targets, and Performance Against Targets

    Performance Measures, Related Targets, and Performance Against Targets The Committee set the performance goals in May 2024, during the first quarter of fiscal 2025. The Committee adopted four sets of goals, each intended to drive key short-term strategic imperatives for the year. Specifically, the goals were intended to drive the Company’s fiscal 2025 financial performance, market share growth, operational execution (in the form of metrics focused on retail and supply side experiences), and achievement of environmental and social objectives (in the form of reducing greenhouse gas emissions and achieving associate-wide inclusion trainings). The goals, relative weights set by the Committee, and the Committee’s assessment of performance against targets, were as follows:

  39. Performance Measures, Related Targets, and Performance Against Targets

    | Goal | Description | Achievement Against Targets | | Earnings Before Interest and Taxes, or EBIT 50% of performance goal | 50% of this goal would be achieved with EBIT performance of $699 million. 100% of this goal would be achieved with EBIT performance of $751 million. In fiscal 2024, our EBIT performance was $766 million. Our target goal for fiscal 2025 was lower than fiscal 2024 EBIT performance to account for the $67 million benefit to fiscal 2024 EBIT in connection with the Takata legal settlement. Note that the Committee determined to exclude from EBIT 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) as well as other significant non-cash gains or losses that are non-recurring in nature; however, the Committee determined to include in EBIT the realized gains and losses in those investments to the extent that such gains or losses were realized in fiscal 2025. | For fiscal 2025, the Company achieved $795 million in EBIT, which represents $501 million in earnings increased by: (i) $169 million in income tax provision; (ii) $108 million in interest expense; (iii) $12 million in non-cash losses related to an Edmunds lease impairment; (iv) $4 million in unrealized losses on equity investments and (v) $1 million in cumulative realized gains related to equity investments. The Committee determined 100% (50 percentage points) of this goal to have been achieved. In addition, EBIT performance drove the application of a bonus multiplier, as described below under the heading “Select Performance Adjustment Factors.” | | Market Share 15% of performance goal | For calendar 2024, increase the Company’s market share of nationwide age 0- to 10-year old vehicles sold. 50% of this goal would be achieved with a calendar 2024 market share of 3.47%. 100% of this goal would be achieved with either (i) a calendar 2024 market share of 3.85% or (ii) fourth quarter calendar 2024 market share of 4.00%. | We estimate our calendar year 2024 market share was 3.7%. Accordingly, the Committee determined 86% (13 percentage points) of this goal to have been achieved. | | Operational Execution: Retail Sales and Supply Side Experience Metrics 25% of performance goal | Two Retail Experience Metrics (each metric is worth 6.25 percentage points for a total of 12.5 percentage points): (i) Scale our newly developed order processing tool to 100% of stores. (ii) Rollout our modernized vehicle title hub solution to 70% of stores. One Supply Side Experience Metric (worth 6.25 percentage points): (i) Capture 100% of auction inventory within a modernized auction run list format to drive further effectiveness of our wholesale auctions. One Credit and Funding Metric (worth 6.25 percentage points): (i) Implement full-spectrum credit model and attain sufficient external funding to support this model. | In fiscal 2025, we achieved each of the two retail experience metrics. The Committee determined 100% (12.5 percentage points) of this goal to have been achieved. In fiscal 2025, we achieved the supply side experience metric. The Committee determined 100% (6.25 percentage points) of this goal to have been achieved. In fiscal 2025, we achieved the credit and funding metric. The Committee determined 100% (6.25 percentage points) of this goal to have been achieved. | | Environmental and Social Objectives 10% of performance goal | Half of this goal (5 percentage points) would be achieved if there were at least a 50% reduction in our greenhouse gas emissions during calendar year 2024 as measured against our stated goal of achieving a 50% reduction by the end of 2025 compared to our 2018 emissions. Half of this goal (5 percentage points) would be achieved if 90% or more of our associates completed two inclusion training modules. | We achieved more than a 50% reduction in greenhouse gas emissions during calendar year 2024 as measured against our stated goal of achieving a 50% reduction by the end of 2025 compared to our 2018 emissions. More than 90% of our associates completed the required inclusion training modules. Accordingly, the Committee determined 100% (10 percentage points) of these goals to have been achieved. |

  40. Select Performance Adjustment Factors

    Select Performance Adjustment Factors When it approved the foregoing goals, the Committee also determined that the performance adjustment factor would be between 0% and 100%, with the final performance adjustment factor being determined by the Committee in reference to the approved performance goals and their respective weightings. The Committee approved a bonus multiplier to enable the performance adjustment factor to exceed 100%. Assuming EBIT performance exceeded $789 million, the performance adjustment factor would be increased by 50%, and if it exceeded $811 million, it would be increased by 100%, thereby providing a maximum potential performance adjustment factor of 200%. For amounts falling in between EBIT performance of $751 million and each of the bonus adjustment thresholds, the performance adjustment factor would be determined using straight-line interpolation. In fiscal 2025, our EBIT performance was $795 million. Given the Company’s fiscal year EBIT performance for fiscal 2025, a 163.2% multiplier was applied to the fiscal 2025 annual incentive bonus performance adjustment factor.

  41. Determine Payout

    Determine Payout In considering the Company’s achievement of the four goal categories as set forth above, the Committee set the fiscal 2025 annual incentive bonus performance adjustment factor at 159.9%, which was determined by multiplying the overall goal achievement percentage of 98% by the bonus multiplier of 163.2% . The following table shows each named executive officer’s base salary, incentive target percentage of base salary, and target and maximum bonus amounts. The table also shows each officer’s actual fiscal 2025 bonus.

  42. Determine Payout

    | Name | Base Salary ($) | Incentive Target Percentage (%) | Target Incentive Amount ($) | Actual Fiscal 2025 Incentive Bonus ($) | Maximum Incentive Amount ($) | | William D. Nash | 1,231,776 | 175 | 2,155,608 | 3,446,817 | 4,311,216 | | Enrique N. Mayor-Mora | 776,104 | 95 | 737,299 | 1,178,941 | 1,474,598 | | James Lyski | 701,785 | 95 | 666,696 | 1,066,047 | 1,333,392 | | Charles Joseph Wilson | 700,000 | 95 | 665,000 | 1,063,335 | 1,330,000 | | Shamim Mohammad | 625,931 | 95 | 594,634 | 950,820 | 1,189,269 |

  43. Determine Payout

    The Committee sets robust performance targets for our annual incentive plan to drive achievement of CarMax’s financial goals. For the last five fiscal years, our average performance adjustment factor has been 112.1% (159.9%, 66.4%, 48.7%, 185.6%, and 100.0% for fiscal 2025, 2024, 2023, 2022, and 2021, respectively), meaning that, on average for the past five years, we have paid our named executive officers an annual incentive bonus of 112.1% of their respective target incentive amounts for achievement against the targets established by the Committee. The Committee determines all incentive bonuses in accordance with the Annual Performance-Based Bonus Plan (the “Bonus Plan”). The plan provides that the maximum amount payable to any one individual in any one fiscal year is $10 million. However, in fiscal 2025, the Committee limited the maximum performance adjustment factor to 200%, ensuring that Mr. Nash’s bonus could not exceed $4,311,216.

  44. LONG-TERM EQUITY AWARDS

    LONG-TERM EQUITY AWARDS We grant long-term equity awards to tie our executives’ long-term compensation directly to CarMax’s stock price and to drive the achievement of our strategic goals. We also believe that long-term equity awards are an important retention tool. These awards are made consistent with our Employee Equity Grant Policy, which is available under the “Governance” link at investors.carmax.com. In fiscal 2025, we granted our named executive officers two forms of long-term equity awards: stock options and PSUs. Options accounted for 50% and PSUs accounted for 50% of the fair value awarded (with target performance achievement assumed for PSUs). All of our long-term equity grants were made pursuant to the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (“Stock Incentive Plan”).

  45. Stock Options

    Stock Options Each option represents the right to purchase one share of our common stock at the exercise, or “strike,” price. The strike price is equal to the closing price of our common stock on the grant date. Our option awards generally vest in 25% increments over four years; that is, one quarter of the options granted vests on the first anniversary of the grant, another quarter vests on the second anniversary, and so forth. The awards expire on the seventh anniversary of the grant date. We believe that granting stock options supports our pay-for-performance philosophy by aligning management and shareholder interests. If our stock price does not rise, the options have no value. In addition to promoting alignment of management and shareholder interests, the four-year vesting schedule and seven-year exercise term of our options ensures that our executives are appropriately focused on CarMax’s long-term strategic goals. This vesting schedule also serves as a retention tool.

  46. Performance Stock Units

    Performance Stock Units PSUs are designed to link compensation to the Company’s performance over a three-year period. In fiscal 2025, we returned to a three-year PSU performance measurement period, establishing three-year performance goals at the start of the performance measurement period. The PSUs granted in fiscal 2025 have a three-year term (meaning that they will not vest until the third anniversary of the awards), with the Committee establishing a three-year performance goal for cumulative pre-tax income at the beginning of the three-year period. Depending on the Company’s achievement of the performance goal, PSUs represent the right to receive between 0% and 200% of a targeted number of shares of our common stock. The threshold multiplier for the cumulative pre-tax income goal is 50%. The target multiplier is 100% and the maximum multiplier is 200%. The multiplier is determined using straight-line interpolation for performance that falls between the threshold and the target or between the target and the maximum. If the threshold performance goal is not achieved, none of the shares will be paid. The number of shares ultimately delivered to each PSU holder will be determined based upon actual performance against the three-year goal. The Committee considered PSUs to be a key component of our pay-for-performance philosophy in fiscal 2025 because the PSUs directly tie equity payments to a measure of CarMax’s cumulative pre-tax income that the Committee believes to be an appropriate reflection of the Company’s performance. In addition, similar to our stock options, a PSU’s multi-year vesting schedule operates as a retention tool and ensures that our executives are appropriately focused on CarMax’s long-term strategic and financial goals. In addition to establishing three-year goals for the fiscal 2025 PSUs, the Committee set goals for PSUs awarded in prior years, namely, the one-third of the fiscal 2024 and fiscal 2023 PSU awards applicable to fiscal 2025 performance. For year two of the fiscal 2024 PSUs and year three of the fiscal 2023 PSUs, the Committee set a one-year goal that applies to one-third of the granted PSUs based on one year of pre-tax income. Despite the annual performance goals for the fiscal 2024 and fiscal 2023 PSUs, no shares are paid out until the PSUs vest, which generally occurs on the three-year anniversary of the grant date.

  47. Award Determinations

    Award Determinations In determining the value of long-term equity awards to grant, the Committee considered the named executive officer’s role at CarMax; benchmarking data; our recent financial performance; the performance of our common stock; the fair market value, expense and dilutive effect of any potential award; succession planning; and the importance of retaining the officer’s services. The Committee solicits the advice of Semler Brossy and, except with respect to the awards to the CEO, the opinion of the Company’s CEO. The CEO generally gives the Committee an initial recommendation for long-term equity awards for the other named executive officers. The Committee reviews this recommendation and makes its own independent determination.

  48. Fiscal 2025 Long-Term Equity Awards

    Fiscal 2025 Long-Term Equity Awards In fiscal 2024 and fiscal 2025, as noted below, the Committee approved stock option and PSU awards to our named executive officers as part of our annual long-term equity award process.

  49. Fiscal 2025 Long-Term Equity Awards

    | | Options and PSUs Granted in Fiscal 2025 | | | Options and PSUs Granted in Fiscal 2024 | | | | Name | Grant Date Fair Value of Stock Options ($)(a)(b) | Grant Date Fair Value of PSUs ($)(b) | Total Grant Date Fair Value ($) | Grant Date Fair Value of Stock Options ($)(a)(b) | Grant Date Fair Value of PSUs ($)(b) | Total Grant Date Fair Value ($) | | William D. Nash | 5,250,007 | 5,249,975 | 10,499,982 | 7,500,001 | 2,499,996 | 9,999,997 | | Enrique N. Mayor-Mora | 899,999 | 900,009 | 1,800,008 | 1,084,935 | 361,633 | 1,446,568 | | James Lyski | 999,999 | 1,000,018 | 2,000,017 | 1,305,921 | 435,284 | 1,741,205 | | Charles Joseph Wilson | 899,999 | 900,009 | 1,800,008 | 1,084,935 | 361,633 | 1,446,568 | | Shamim Mohammad | 799,999 | 800,001 | 1,600,000 | 1,084,935 | 361,633 | 1,446,568 |

  50. Fiscal 2025 Long-Term Equity Awards

    (a)We grant limited stock appreciation rights (“SARs”) in tandem with each option. The SARs may be exercised only in the event of a change-in-control of the Company. Upon the exercise of the SAR and the surrender of the related option, the officer is entitled to receive an amount equal to the difference between the value of our common stock on the date of exercise and the exercise price of the underlying stock option. No free-standing SARs have been granted. (b)Option amounts represent the fair value at grant calculated using valuation models performed as of the date of grant by an independent third party. PSU amounts were calculated using the closing price of our common stock on the date of grant assuming target performance levels. The amounts listed in the table above for PSUs will not match the amounts in the Stock Award column in the Summary Compensation Table or the Grants of Plan-Based Awards table. In those tables, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the grant date of a PSU occurs when the objectively determinable performance goals are set. Starting with the fiscal 2025 PSUs, the Committee established a three-year performance goal at the beginning of the three-year period. As a result, the Summary Compensation Table and Grants of Plan-Based Awards Table includes the entirety of the fiscal 2025 PSU awards and the applicable one-third of each of the fiscal 2024 PSUs and fiscal 2023 PSUs for which performance goals were set during fiscal 2025. See note (a) to the Summary Compensation Table for more detail. The Committee reviewed and approved long-term equity awards in March 2024 following the conclusion of the Company’s February 29, 2024 fiscal year end and the grant date for the awards was on May 1, 2024. The Committee increased the value of Mr. Nash’s long-term equity award by $500,000. This decision was made to bring Mr. Nash’s long-term equity compensation up to the median of the CEO blended peer group/survey data described above under the heading “Benchmarking.” The Committee increased the value of the long-term equity awards for Mr. Lyski, Mr. Mayor-Mora, Mr. Mohammad, and Mr. Wilson based on each individual’s role and responsibilities and the length of each individual’s tenure in the role, individual contributions, and to bring long-term equity compensation up to the median of the executive blended peer group/survey data described above under the heading “Benchmarking.” The reported values of the PSUs and stock options in the table above do not correspond to the actual value that may be realized by each NEO.

  51. Performance Stock Unit Goal Achievements

    Performance Stock Unit Goal Achievements Fiscal 2023 PSU Year 3 Performance Goal Achievement; Fiscal 2024 PSU Year 2 Performance Goal Achievement In March 2025, the Committee certified, subject to the Audit Committee’s approval of the Company’s fiscal 2025 financial statements, a 159% performance multiplier for year three of the fiscal 2023 PSU awards and year two of the fiscal 2024 PSU awards. The Committee’s determination was based on CarMax’s achievement of pre-tax income of $687 million for the one-year performance period ended February 28, 2025, as further described in the table below. The following table shows the performance metrics for year three of the fiscal 2023 PSU awards and year two of the fiscal 2024 PSU awards.

  52. Performance Stock Unit Goal Achievements

    | | Threshold | Target | Maximum | Actual | | FY25 Pre-Tax Income (a) | $574 | $645 | $716 | $687 | | Pre-Tax Income Performance Multiplier | 50% | 100% | 200% | 159% |

  53. Performance Stock Unit Goal Achievements

    (a) Fiscal 2025 pre-tax income is equal to earnings before income taxes. Note that the Committee determined to exclude from pre-tax income 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) as well as other significant non-cash gains or losses that are non-recurring in nature; however, the Committee determined to include in pre-tax income the realized gains and losses in those investments to the extent that such gains or losses were realized in fiscal 2025. For fiscal 2025, the actual adjusted pre-tax income of $687 million represents $669 million in earnings before income taxes increased by approximately $12 million for a non-cash Edmunds lease impairment, $4 million attributable to unrealized gains/losses on equity investments, and $1 million for cumulative gains on equity investments. Year three of the fiscal 2023 PSU awards and year two of the fiscal 2024 PSU awards was multiplied by 159% given the Company’s pre-tax income performance. The final payout multiplier for the fiscal 2023 PSUs, taking into account performance for all three years, was 67% (4% for year one; 38% for year two; and 159% for year three).

  54. SEVERANCE AGREEMENTS

    SEVERANCE AGREEMENTS We have severance agreements with each of our named executive officers. The Committee has determined that these agreements are beneficial to us because they contain restrictive covenants relating to confidential information, non-competition and non-solicitation of our associates. The Committee also believes that these agreements serve as a recruiting tool and better enable our current executives to focus on CarMax’s strategic and operating goals.

  55. SEVERANCE AGREEMENTS

    | Our severance agreements do not provide for a guaranteed term of employment or tax gross-ups. | The agreements provide for severance payments under certain circumstances, which are discussed in more detail under “Potential Payments Upon Termination or Change-in-Control.” In 2014, the Committee reduced the scope of the potential payments and benefits for any newly named executive officers. Accordingly, the potential payments and benefits provided to Mr. Mayor-Mora, Mr. Lyski, Mr. Wilson, and Mr. Mohammad, who became executive officers after this change, differ from those that would potentially be provided to Mr. Nash. None of the severance agreements provide a guaranteed term of employment, nor do they provide tax gross-ups on any compensation or perquisite. |

  56. Clawback and Forfeiture Provisions

    Clawback and Forfeiture Provisions The Board adopted a Clawback Policy in October 2023, effective December 1, 2023. The Clawback Policy provides that, in the event of a restatement, the Committee must pursue the forfeiture and/or repayment of incentive-based compensation awarded to a covered individual that represents compensation that would not have been paid based on the restated financial measures. The Company’s Clawback Policy complies with the listing standards adopted by NYSE and approved by the SEC in June 2023, which comply with Rule 10D-1 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Clawback Policy covers both former and current executive officers. In connection with the adoption of the Clawback Policy, the Company amended executive severance agreements to conform to the Clawback Policy. In addition, at our 2012 annual shareholders meeting, we asked our shareholders to approve amendments to add clawback provisions to both our Bonus Plan and Stock Incentive Plan. Our shareholders approved these provisions, which provide that any award that is subject to recovery under any law, including the Dodd-Frank Act, will be subject to a clawback as required by such law or any CarMax policy adopted pursuant to such law. In addition to the clawback provisions discussed above, our equity award agreements contain a forfeiture provision. If a named executive officer is terminated for cause, the officer’s unexercised vested and unvested options, unvested PSUs, and unvested market stock units (“MSUs”) will be forfeited.

  57. Change-in-Control and Severance Benefits

    Change-in-Control and Severance Benefits Each severance agreement provides for payments and other benefits in certain circumstances involving a termination of employment, including a termination of employment in connection with a change-in-control. Payments in connection with a change-in-control are subject to a double trigger; that is, the executive is not entitled to payment unless there is both a change-in-control and the executive is subsequently terminated without cause (or resigns for good reason) within a two-year period following the change-in-control. Our executives are not entitled to any severance payments as a result of voluntary termination or if they are terminated for cause. Detailed information with respect to these payments and benefits can be found under the heading “Potential Payments Upon Termination or Change-in-Control.” The Committee believes that these severance benefits encourage the commitment of our named executive officers and ensure that they will be able to devote their full attention and energy to our affairs in the face of potentially disruptive and distracting circumstances. In the event of a potential change-in-control, our named executive officers will be able to analyze and evaluate proposals objectively with a view to the best interests of CarMax and its shareholders and to act as the Board may direct without fear of retribution if a change-in-control occurs. The Committee recognizes that the severance benefits may have the effect of discouraging takeovers and protecting our officers from removal because the severance benefits increase the cost that would be incurred by an acquiring company seeking to replace current management. The Committee believes that the benefit to CarMax and its shareholders outweighs this concern.

  58. RISK AND COMPENSATION POLICIES AND PRACTICES

    RISK AND COMPENSATION POLICIES AND PRACTICES The Committee assesses CarMax’s compensation policies and practices each year to ensure that they do not create risks that are reasonably likely to have a material adverse effect on the Company. In fiscal 2025, management reviewed the compensation policies and practices for all CarMax associates (including store associates, store management, regional leadership teams, customer experience consultants, home office and CarMax Auto Finance associates, and executive officers). Management then presented a summary of its review at the Committee’s January 2025 meeting. The summary listed each compensation policy or practice applicable to the various groups of CarMax associates, including base salaries, annual incentive bonuses, long-term equity awards, sales bonuses, sales commissions and hourly pay. The summary also listed the potential risks associated with those policies or practices and the tools we employ to mitigate those risks, including the following: ▪Annual Incentive Bonuses: payments made to senior management are: (i) subject to a clawback provision; (ii) capped at 200% of the target incentive bonus amount or at the $10 million plan maximum, whichever is lower; and (iii) only paid when CarMax satisfies the objective metrics determined annually at the beginning of the year by an independent committee of non-employee directors. ▪Long-Term Equity Awards: equity awards: (i) are approved by an independent committee of non-employee directors; (ii) contain three and four-year vesting provisions; and (iii) for senior management, must be held in compliance with CarMax’s executive stock ownership guidelines. ▪Sales Bonuses: sales bonuses are monitored to ensure that associates are not overpaid based on inflated sales figures. Monitoring tools include: (i) centralized assignment of sales targets; (ii) centralized and non-negotiable vehicle pricing; (iii) electronic reporting of sales; and (iv) daily vehicle inventory monitoring. ▪Hourly Pay: hourly pay is tracked and managed through a centralized time management and reporting system. Following discussion and a review of the summary noted above, the Committee determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

  59. STOCK GRANT PRACTICES

    STOCK GRANT PRACTICES The Committee does not take material, nonpublic information into account when determining the timing and terms of equity awards. Instead, equity awards are generally made on an annual basis according to a predetermined schedule. Any material proximity between an equity award’s grant date and the release of information that could be expected to affect such grant’s value is mitigated by the predetermined schedule. Annual equity awards are approved at the start of the new fiscal year to incentivize our executive officers to deliver on the Company’s strategic objectives for the new fiscal year and the annual equity grant date is generally the first business day in May. We do not time the release of material, nonpublic information to affect the value of executive compensation. During fiscal year 2025, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material, nonpublic information.

  60. Summary Compensation Table for Fiscal 2025

    Summary Compensation Table for Fiscal 2025 The table below shows the compensation paid to or earned by our named executive officers in fiscal 2025, 2024, and 2023. For omitted years below, the respective individual was not a named executive officer during those years.

  61. Summary Compensation Table for Fiscal 2025

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards(a) ($) | Option Awards(a) ($) | Non-Equity Incentive Plan Comp- ensation(b) ($) | Change in Pension Value and Nonqualified Deferred Comp- ensation Earnings(c) ($) | All Other Compen- sation(d) ($) | Total ($) | | William D. Nash President and Chief Executive Officer | 2025 | 1,235,160 | 6,859,378 | 5,250,007 | 3,446,817 | 11,126 | 314,357 | 17,116,845 | | | 2024 | 1,238,544 | 1,820,851 | 7,500,001 | 1,431,324 | 7,015 | 259,579 | 12,257,314 | | | 2023 | 1,232,297 | 1,365,652 | 7,499,999 | 1,049,781 | — | 441,014 | 11,588,743 | | Enrique N. Mayor-Mora EVP and Chief Financial Officer | 2025 | 775,504 | 1,137,034 | 899,999 | 1,178,941 | — | 83,285 | 4,074,763 | | | 2024 | 748,958 | 269,516 | 1,084,935 | 425,275 | — | 73,748 | 2,602,432 | | | 2023 | 726,803 | 205,954 | 1,084,933 | 302,826 | — | 120,221 | 2,440,737 | | James Lyski EVP and Chief Growth and Strategy Officer | 2025 | 701,242 | 1,282,832 | 999,999 | 1,066,047 | — | 76,077 | 4,126,197 | | | 2024 | 677,238 | 331,961 | 1,305,921 | 384,551 | — | 66,852 | 2,766,523 | | | 2023 | 660,981 | 258,490 | 1,305,911 | 273,828 | — | 107,609 | 2,606,819 | | Charles Joseph Wilson EVP and Chief Operating Officer | 2025 | 695,124 | 1,121,041 | 899,999 | 1,063,335 | 5,473 | 80,199 | 3,865,171 | | | 2024 | 639,870 | 240,337 | 1,084,935 | 363,333 | 2,940 | 66,933 | 2,398,348 | | Shamim Mohammad EVP and Chief Information and Technology Officer | 2025 | 625,447 | 1,034,019 | 799,999 | 950,820 | — | 87,919 | 3,498,204 | | | 2024 | 604,037 | 275,859 | 1,084,935 | 342,986 | — | 86,635 | 2,394,452 | | | 2023 | 590,143 | 214,629 | 1,084,933 | 244,231 | — | 110,185 | 2,244,121 |

  62. Summary Compensation Table for Fiscal 2025

    (a)Represents the aggregate grant date fair value of the awards made in each fiscal year as computed in accordance with ASC Topic 718. These amounts do not correspond to the actual value that may be realized by each NEO. Under ASC Topic 718 the grant date for a PSU occurs when objectively determinable performance goals are approved. As further described in the Compensation Discussion and Analysis section, in fiscal 2025 we approved performance goals for the final one-third of the PSUs issued in fiscal 2023, the second one-third of the PSUs issued in fiscal 2024, and the entirety of the PSUs issued in fiscal 2025; accordingly, the amounts disclosed under the Stock Awards column above for fiscal year 2025 include amounts attributable to those portions of those awards for each of those three fiscal years (the “included PSUs”). Due to the shift in fiscal 2025 from one-year performance periods established each year to a three-year performance measurement period for PSU awards, the total stock award amounts for fiscal 2025 as reported in this table includes stock award amounts attributable to one-third of the PSUs issued in fiscal 2023, one-third of the PSUs issued in fiscal 2024, and the entirety of the PSUs issued in fiscal 2025, which results in a larger total compensation valuation for fiscal 2025 than as compared to prior years when the Company utilized one-year performance periods for PSUs. PSU values in the Stock Awards column are based on performance achieved at target levels for the included PSUs, which was the probable outcome of performance conditions as of the grant date for the included PSUs. The grant date fair value of each NEO’s included PSUs for fiscal year 2025 if earned at maximum levels was $13,718,755; $2,274,067; $2,565,664; $2,242,083; and $2,068,039 for Nash, Mayor-Mora, Lyski, Wilson, and Mohammad, respectively. Additional information regarding outstanding awards, including exercise prices, vesting schedules, and expiration dates, can be found in the “Outstanding Equity Awards at Fiscal 2025 Year End” table. The assumptions used in determining the grant date fair values of the awards are disclosed in Note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025. (b)Represents the annual incentive bonus earned under our Bonus Plan. (c)Represents the aggregate increase in the actuarial value of accumulated benefits under our frozen Pension Plan and frozen Benefit Restoration Plan accrued during the relevant fiscal year. The “Pension Benefits in Fiscal 2025” table and its accompanying narrative contain additional details with respect to these amounts. (d)Further details are included in the “All Other Compensation in Fiscal 2025” table below.

  63. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table lists grants of plan-based awards to each of our named executive officers during fiscal 2025.

  64. Grants of Plan-Based Awards in Fiscal 2025

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (b) | | | All Other Option Awards: Number of Securities Underlying Options(c) (#) | Exercise or Base Price of Option Awards(d) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(e) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | William D. Nash | | | 107,780 | 2,155,608 | 4,311,216 | | | | | | | | | 5/7/2024 | 3/28/2022 | | | | 4,572 | 9,144 | 18,288 | | | 633,039 | | | 5/7/2024 | 3/31/2023 | | | | 5,912 | 11,824 | 23,648 | | | 818,576 | | | 5/7/2024 | 3/27/2024 | | | | 39,057 | 78,113 | 156,226 | | | 5,407,763 | | | 5/1/2024 | 3/27/2024 | | | | | | | 179,918 | 67.21 | 5,250,007 | | Enrique N. Mayor-Mora | | | 36,865 | 737,299 | 1,474,598 | | | | | | | | | 5/7/2024 | 3/28/2022 | | | | 662 | 1,323 | 2,646 | | | 91,591 | | | 5/7/2024 | 3/31/2023 | | | | 855 | 1,710 | 3,420 | | | 118,383 | | | 5/7/2024 | 3/27/2024 | | | | 6,696 | 13,391 | 26,782 | | | 927,059 | | | 5/1/2024 | 3/27/2024 | | | | | | | 30,843 | 67.21 | 899,999 | | James Lyski | | | 33,335 | 666,696 | 1,333,392 | | | | | | | | | 5/7/2024 | 3/28/2022 | | | | 796 | 1,592 | 3,184 | | | 110,214 | | | 5/7/2024 | 3/31/2023 | | | | 1,030 | 2,059 | 4,118 | | | 142,545 | | | 5/7/2024 | 3/27/2024 | | | | 7,440 | 14,879 | 29,758 | | | 1,030,073 | | | 5/1/2024 | 3/27/2024 | | | | | | | 34,270 | 67.21 | 999,999 | | Charles Joseph Wilson | | | 33,250 | 665,000 | 1,330,000 | | | | | | | | | 5/7/2024 | 3/28/2022 | | | | 546 | 1,092 | 2,184 | | | 75,599 | | | 5/7/2024 | 3/31/2023 | | | | 855 | 1,710 | 3,420 | | | 118,383 | | | 5/7/2024 | 3/27/2024 | | | | 6,696 | 13,391 | 26,782 | | | 927,059 | | | 5/1/2024 | 3/27/2024 | | | | | | | 30,843 | 67.21 | 899,999 | | Shamim Mohammed | | | 29,732 | 594,634 | 1,189,268 | | | | | | | | | 5/7/2024 | 3/28/2022 | | | | 662 | 1,323 | 2,646 | | | 91,591 | | | 5/7/2024 | 3/31/2023 | | | | 855 | 1,710 | 3,420 | | | 118,383 | | | 5/7/2024 | 3/27/2024 | | | | 5,952 | 11,903 | 23,806 | | | 824,045 | | | 5/1/2024 | 3/27/2024 | | | | | | | 27,416 | 67.21 | 799,999 |

  65. Grants of Plan-Based Awards in Fiscal 2025

    (a)Represents threshold, target and maximum payout levels under our Bonus Plan for fiscal 2025 performance. The actual amount of each named executive officer’s annual incentive bonus in fiscal 2025 is reported under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table.” Additional information regarding the design of our Bonus Plan is included beginning on page 31. (b)For each of our named executive officers, represents a grant of stock-settled performance stock units, which we refer to as “performance stock units” or “PSUs.” If earned, PSUs vest on the third anniversary of the first tranche’s (or, for the 2025 PSUs, only tranche’s) grant date, which for the fiscal 2023 PSUs will be May 3, 2025, for the fiscal 2024 PSUs will be May 1, 2026, and for the fiscal 2025 PSUs will be May 1, 2027. Under ASC Topic 718, the grant date for a PSU occurs only when objectively determinable PSU performance goals are approved. Therefore, the reported number of units is calculated for the portion of the PSUs for which performance goals were set in fiscal 2025. As further described in the Compensation Discussion and Analysis section, we approved performance goals for the final one-third of the PSUs issued in fiscal 2023, the second one-third of the PSUs issued in fiscal 2024, and the entirety of the PSUs issued in fiscal 2025, such that the amounts disclosed in the table above only include amounts attributable to those portions of those awards (the “included PSUs”). PSU values in the Stock Awards column are based on performance achieved at target levels for the included PSUs. Additional information regarding PSUs, including the formula used to convert PSUs to shares of our common stock upon vesting and settlement, is included under “Long-Term Equity Awards” in the “Compensation Discussion and Analysis” section. (c)Option awards generally vest in 25% increments annually over a four-year period. Additional information regarding stock options is included beginning on page 34. We granted limited stock appreciation rights, or “SARs,” in tandem with each option award. The SARs may be exercised only in the event of a change-in-control. To the extent a SAR is exercised, the related option must be surrendered. Upon the exercise of the SAR and the surrender of the related option, the officer is entitled to receive an amount equal to the difference between the value of our common stock on the date of exercise and the exercise price of the underlying stock option, multiplied by the number of shares of common stock underlying such SAR. (d)All fiscal 2025 stock options were issued with an exercise price equal to the closing price of our common stock on the grant date. Additional information regarding our use of the closing price is included under “Stock Options” in the “Compensation Discussion and Analysis” section. (e)Represents the grant date fair value of the award as determined in accordance with ASC Topic 718, with PSUs valued based on the probable outcome of performance conditions as of the grant date.

  66. Outstanding Equity Awards at Fiscal 2025 Year End

    Outstanding Equity Awards at Fiscal 2025 Year End The following table lists outstanding equity awards previously granted to our named executive officers as of February 28, 2025.

  67. Outstanding Equity Awards at Fiscal 2025 Year End

    | | | Option Awards (a) | | | | Stock Awards (b)(c) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | William D. | 5/1/2019 | 237,772 | — | 78.61 | 5/1/2026 | | | | | | Nash | 5/1/2020 | 232,198 | — | 71.07 | 5/1/2027 | | | | | | | 5/3/2021 | 106,308 | 35,435 | 136.94 | 5/3/2028 | | | | | | | 5/2/2022 | 112,546 | 112,544 | 91.14 | 5/2/2029 | | | | | | | 5/2/2022 | | | | | 18,379 | 1,524,906 | | | | | 5/1/2023 | 64,433 | 193,299 | 70.48 | 5/1/2030 | | | | | | | 5/1/2023 | | | | | 23,293 | 1,932,620 | 11,824 | 981,037 | | | 5/1/2024 | — | 179,918 | 67.21 | 5/1/2031 | | | | | | | 5/1/2024 | | | | | | | 156,226 | 12,962,071 | | Enrique N. | 5/1/2019 | 20,540 | — | 78.61 | 5/1/2026 | | | | | | Mayor-Mora | 12/26/2019 | 6,178 | — | 88.54 | 12/26/2026 | | | | | | | 5/1/2020 | 39,592 | — | 71.07 | 5/1/2027 | | | | | | | 12/28/2020 | 2,658 | — | 91.00 | 12/28/2027 | | | | | | | 5/3/2021 | 17,275 | 5,758 | 136.94 | 5/3/2028 | | | | | | | 5/2/2022 | 16,281 | 16,280 | 91.14 | 5/2/2029 | | | | | | | 5/2/2022 | | | | | 2,660 | 220,700 | | | | | 5/1/2023 | 9,321 | 27,962 | 70.48 | 5/1/2030 | | | | | | | 5/1/2023 | | | | | 3,369 | 279,526 | 1,711 | 141,962 | | | 5/1/2024 | — | 30,843 | 67.21 | 5/1/2031 | | | | | | | 5/1/2024 | | | | | | | 26,782 | 2,222,103 | | James Lyski | 5/1/2019 | 49,136 | — | 78.61 | 5/1/2026 | | | | | | | 5/1/2020 | 47,984 | — | 71.07 | 5/1/2027 | | | | | | | 5/3/2021 | 23,139 | 7,712 | 136.94 | 5/3/2028 | | | | | | | 5/2/2022 | 19,597 | 19,596 | 91.14 | 5/2/2029 | | | | | | | 5/2/2022 | | | | | 3,200 | 265,504 | | | | | 5/1/2023 | 11,220 | 33,657 | 70.48 | 5/1/2030 | | | | | | | 5/1/2023 | | | | | 3,850 | 336,526 | 2,059 | 170,835 | | | 5/1/2024 | — | 34,270 | 67.21 | 5/1/2031 | | | | | | | 5/1/2024 | | | | | | | 29,758 | 2,469,021 | | Charles | 5/1/2019 | 33,967 | — | 78.61 | 5/1/2026 | | | | | | Joseph | 5/1/2020 | 33,171 | — | 71.07 | 5/1/2027 | | | | | | Wilson | 5/3/2021 | 13,289 | 4,429 | 136.94 | 5/3/2028 | | | | | | | 5/2/2022 | 13,434 | 13,432 | 91.14 | 5/2/2029 | | | | | | | 5/2/2022 | | | | | 2,195 | 182,119 | | |

  68. Outstanding Equity Awards at Fiscal 2025 Year End

    | | 12/28/2022 | 1,255 | 1,254 | 59.24 | 12/28/2029 | | | | | | | 12/28/2022 | | | | | | | 248 | 20,577 | | | 5/1/2023 | 9,321 | 27,962 | 70.48 | 5/1/2030 | | | | | | | 5/1/2023 | | | | | 3,369 | 279,526 | 1,711 | 141,962 | | | 5/1/2024 | — | 30,843 | 67.21 | 5/1/2031 | | | | | | | 5/1/2024 | | | | | | | 26,782 | 2,222,103 | | Shamim | 5/1/2019 | 40,542 | — | 78.61 | 5/1/2026 | | | | | | Mohammad | 5/1/2020 | 39,592 | — | 71.07 | 5/1/2027 | | | | | | | 5/3/2021 | 19,223 | 6,407 | 136.94 | 5/3/2028 | | | | | | | 5/2/2022 | 16,281 | 16,280 | 91.14 | 5/2/2029 | | | | | | | 5/2/2022 | | | | | 2,660 | 220,700 | | | | | 5/1/2023 | 9,321 | 27,962 | 70.48 | 5/1/2030 | | | | | | | 5/1/2023 | | | | | 3,369 | 279,526 | 1,711 | 141,962 | | | 5/1/2024 | — | 27,416 | 67.21 | 5/1/2031 | | | | | | | 5/1/2024 | | | | | | | 23,806 | 1,975,184 |

  69. Outstanding Equity Awards at Fiscal 2025 Year End

    (a)Option awards vest in 25% increments annually over a four-year period. Additional information regarding stock options is included beginning on page 34. We granted limited stock appreciation rights, or “SARs,” in tandem with each option award. Additional information regarding SARs is included on page 35 and under the chart titled “Grants of Plan-Based Awards in Fiscal 2025.” (b)Mr. Wilson’s December 2022 stock awards are stock-settled restricted stock units, which we refer to as “market stock units” or “MSUs.” The number of shares awarded for each MSU award is calculated by dividing the average closing price of our common stock during the final 40 trading days of the vesting period by the fair value of our stock price on the date of grant. The resulting quotient is capped at two. The quotient is multiplied by the number of MSUs granted to yield the number of shares of stock awarded. To calculate the market value of the unvested MSUs in the table above, we assumed that the average closing price of our stock during the final 40 trading days of the three-year period was equal to the closing price of our stock on February 28, 2025, the last trading day of our fiscal year (which was $82.97). MSUs vest on the third anniversary of the grant date. (c)The fiscal 2023 stock awards, the fiscal 2024 stock awards, and the fiscal 2025 stock awards were stock-settled performance stock units, which we refer to as “performance stock units” or “PSUs.” If earned, PSUs vest on the third anniversary of the grant date, which for the fiscal 2023 PSUs will be May 3, 2025, for the fiscal 2024 PSUs will be May 1, 2026, and for the fiscal 2025 PSUs will be May 1, 2027. To calculate the number of shares awarded at vesting, each PSU is multiplied by a percentage that represents the Company’s success in meeting the performance goals set by the Committee. If a threshold performance goal is met, each PSU is multiplied by the Company’s performance against the threshold performance goal. The target multiplier is 100% and the maximum multiplier is 200%. The multiplier is determined by the Committee in reference to achievement of the objectively determined performance goals. If the threshold performance goal is not achieved, no shares will be paid. To calculate the market value of the unvested fiscal 2023 PSUs in the table above, based on performance to target at February 28, 2025, we applied a multiplier of 67%. For the fiscal 2024 PSUs, the Company had certified a 38% multiplier for year one of its term and performance exceeded the threshold performance goals set for year two of its term. At that time, no performance goal had been set for year three. We applied a multiplier of 38% for the one-third covered by the year one performance goal and a 159% multiplier for the one-third covered by the year two performance goal. We applied a 100% multiplier for the remaining one-third of the awards. To calculate the value of the unvested fiscal 2025 PSUs, based on performance to target at February 28, 2025, we assumed that the multiplier was 200%. The value of each resulting share was equal to the closing price of our stock on February 28, 2025, the last trading day of our fiscal year (which was $82.97).

  70. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table includes information with respect to the options exercised by, and the PSUs vested in, our named executive officers during fiscal 2025.

  71. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(a) (#) | Value Realized on Exercise(b) ($) | Number of Shares Acquired on Vesting(c) (#) | Value Realized on Vesting(d) ($) | | William D. Nash | 240,513 | 4,490,199 | 11,781 | 809,473 | | Enrique N. Mayor-Mora | 16,150 | 320,127 | 1,915 | 131,580 | | James Lyski | 57,986 | 1,054,185 | 2,563 | 176,104 | | Charles Joseph Wilson | 10,021 | 173,464 | 1,471 | 101,072 | | Shamim Mohammad | 47,845 | 948,742 | 2,130 | 146,352 |

  72. Option Exercises and Stock Vested in Fiscal 2025

    (a)Represents the number of shares of common stock underlying stock options exercised during fiscal 2025. (b)Amounts were calculated based on difference between (i) the closing price of the Company’s common stock on the exercise date and (ii) the exercise price of the stock options. (c)Represents the number of shares of common stock acquired on vesting of the underlying PSUs during fiscal 2025. (d)Amounts were calculated by multiplying the closing price of the Company’s common stock on the vesting date by the number of shares acquired on vesting.

  73. Pension Benefits in Fiscal 2025

    Pension Benefits in Fiscal 2025 The following table lists the accumulated benefits, credited service and benefit payments for each named executive officer under our Pension Plan and Benefit Restoration Plan in fiscal 2025.

  74. Pension Benefits in Fiscal 2025

    | Name | Plan Name | Number of Years Credited Service (a) (#) | Present Value of Accumulated Benefit (b) ($) | Payments During Last Fiscal Year ($) | | William D. Nash | Pension Plan | 15 | 275,495 | — | | | Benefit Restoration Plan | 15 | 50,997 | — | | Enrique N. Mayor-Mora | Pension Plan | — | — | — | | | Benefit Restoration Plan | — | — | — | | James Lyski | Pension Plan | — | — | — | | | Benefit Restoration Plan | — | — | — | | Charles Joseph Wilson | Pension Plan | 14 | 179,000 | — | | | Benefit Restoration Plan | 14 | — | — | | Shamim Mohammad | Pension Plan | — | — | — | | | Benefit Restoration Plan | — | — | — |

  75. Pension Benefits in Fiscal 2025

    (a)We have not granted any of our named executive officers extra years of service under either the Pension Plan or the Benefit Restoration Plan. (b)Determined assuming retirement at age 65. The discount rate (5.45%) and mortality assumptions used in calculating the present value of the accumulated benefit shown above were consistent with those used for our financial reporting purposes. Additional information regarding our assumptions including the pension plan measurement date is set forth in Note 11 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

  76. Nonqualified Deferred Compensation in Fiscal 2025

    Nonqualified Deferred Compensation in Fiscal 2025 The following table lists fiscal 2025 contributions to each named executive officer’s Retirement Restoration Plan (“RRP”) and Executive Deferred Compensation Plan (“EDCP”) accounts. The table also lists the aggregate earnings, withdrawals and distributions, and balances for each account.

  77. Nonqualified Deferred Compensation in Fiscal 2025

    | Name | Plan Name | Executive Contributions in Last Fiscal Year (a)($) | Registrant Contributions in Last Fiscal Year (b)($) | Aggregate Earnings in Last Fiscal Year (c)($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End (d) ($) | | William D. Nash | RRP | 139,086 | 139,086 | 358,292 | — | 4,102,356 | | | EDCP | — | — | 100,228 | — | 1,141,885 | | Enrique N. Mayor-Mora | RRP | 50,965 | 50,965 | 118,645 | — | 1,058,284 | | | EDCP | — | — | — | — | — | | James Lyski | RRP | 38,335 | 38,335 | 175,264 | — | 1,184,539 | | | EDCP | 96,138 | 5,768 | 102,037 | — | 1,232,929 | | Charles Joseph Wilson | RRP | 103,872 | 31,161 | 87,668 | — | 895,392 | | | EDCP | 181,666 | 10,900 | 245,633 | (278,850) | 2,219,285 | | Shamim Mohammad | RRP | 26,935 | 23,087 | 102,969 | — | 882,072 | | | EDCP | 233,806 | 14,028 | 191,517 | — | 2,027,619 |

  78. Nonqualified Deferred Compensation in Fiscal 2025

    (a)These amounts represent payroll deductions and are therefore included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table.” (b)Company contributions are included in the “All Other Compensation” column of the “Summary Compensation Table” and were credited to each executive’s account after the close of the fiscal year. (c)We do not pay above-market interest or preferential dividends on investments in the RRP or the EDCP. Earnings are determined by the performance of the mutual funds or other investment vehicles selected by each executive. (d)For each of Nash, Mayor-Mora, Lyksi, Wilson and Mohammad, the following amounts were reported as compensation to each person in the “Summary Compensation Table” for the fiscal 2023 and fiscal 2024 years, respectively: $765,714; $249,164; $523,298; $247,812; and $858,259.

  79. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control As discussed beginning on page 37, we have agreed to provide payments or other benefits to our named executive officers under various scenarios related to a termination of employment. This section describes those payments and benefits and the events that trigger them. For ease of reference, this section uses the abbreviation “CIC” for the term “Change-in-Control.” Our payment obligations under each severance agreement are contingent upon the NEO satisfying the following obligations: ▪During his or her employment and for two years following his or her termination, the NEO must comply with the provisions of a covenant not to compete. ▪During his or her employment and for two years following his or her termination, the NEO may not solicit or induce our associates to leave us or hire any of our associates. ▪During his or her employment and at all times subsequent to the last day of his or her employment, the NEO must hold in strict confidence and safeguard any and all protected information, including our trade secrets. ▪The NEO must return our property and must execute an agreement releasing us from any claims. In 2014, the Committee reduced the scope of the potential payments and benefits for any newly named executive officers. Accordingly, the potential payments and benefits provided to each of Mr. Mayor-Mora, Mr. Lyski, Mr. Wilson and Mr. Mohammad (the “post-2014 group”), who became executive officers after this change, differ from those that would potentially be provided to Mr. Nash. These differences are highlighted in the “Table of Potential Payments Upon Termination or Change-in-Control” and related footnotes.

  80. TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The following table shows the estimated payments and benefits that we would provide to each NEO under various scenarios related to a termination of employment or a CIC. The table assumes that each termination event occurred on February 28, 2025. Accordingly, we made certain calculations using a common stock value of $82.97 per share, which was the closing market price on February 28, 2025, the last trading day of our fiscal year. The footnotes to the table explain how these amounts are calculated and how they are paid (that is, in a lump sum or over an extended period). The payments described below would be made by CarMax. Section 409A of the Internal Revenue Code imposes a six-month delay on payments related to a termination of employment in certain circumstances. Accordingly, the payment (or first payment) of any amount listed below may be delayed by six months. The following table does not include amounts payable to each NEO under our Pension Plan, Benefit Restoration Plan, Retirement Restoration Plan or Executive Deferred Compensation Plan, the details of which can be found in the sections titled “Pension Benefits in Fiscal 2025” and “Nonqualified Deferred Compensation in Fiscal 2025.” None of the termination events discussed below enhances or reduces any payments to be made under these plans. Mr. Nash, Mr. Mayor-Mora, Mr. Lyski, and Mr. Mohammad are eligible for “early retirement” as of February 28, 2025; accordingly no figures appear in the “early or normal retirement” column for Mr. Wilson in the table below.

  81. TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | | | TYPE OF TERMINATION EVENT | | | | | | Name | Type of Payment | | Termination Without Cause ($) | Resignation for Good Reason ($) | Early or Normal Retirement ($) | Death or Disability ($) | CIC Followed by Term. Without Cause or Resignation for Good Reason ($) | | William D. Nash | Severance Payment(a) | | 5,326,200 | 5,326,200 | — | — | — | | | Annual Incentive Bonus(b) | | 3,446,817 | — | 3,446,817 | 2,155,608 | 2,155,608 | | | Long-Term Equity Award(c) | | 5,941,201 | 5,941,201 | 22,650,447 | 16,949,744 | 5,941,201 | | | Other Payments: | Good Reason(d) | — | 2,155,608 | — | — | — | | | | CIC(e) | — | — | — | — | 13,988,994 | | | Other Benefits: | Health(f) | 22,593 | 22,593 | — | — | 22,593 | | | | Financial Services(g) | 16,335 | 16,335 | 16,335 | 16,335 | 16,335 | | | | Outplacement(h) | 50,000 | 50,000 | — | — | 50,000 | | | TOTAL | | 14,803,146 | 13,511,937 | 26,113,599 | 19,121,687 | 22,174,731 | | Enrique N. Mayor-Mora | Severance Payment(a) | | 1,164,156 | — | — | — | — | | | Annual Incentive Bonus(b) | | — | — | — | — | — | | | Long-Term Equity Award(c) | | 935,393 | 935,393 | 3,699,621 | 2,701,326 | 935,393 | | | Other Payments: | Good Reason(d) | — | — | — | — | — | | | | CIC(e) | — | — | — | — | 1,164,156 | | | Other Benefits: | Health(f) | — | — | — | — | — | | | | Financial Services(g) | 16,335 | 16,335 | 16,335 | 16,335 | 16,335 | | | | Outplacement(h) | — | — | — | — | — | | | TOTAL | | 2,115,884 | 951,728 | 3,715,956 | 2,717,661 | 2,115,884 | | James Lyski | Severance Payment(a) | | 1,052,678 | — | — | — | — | | | Annual Incentive Bonus(b) | | — | — | — | — | — | | | Long-Term Equity Award(c) | | 1,080,860 | 1,080,860 | 4,202,358 | 3,103,669 | 1,080,860 | | | Other Payments: | Good Reason(d) | — | — | — | — | — | | | | CIC(e) | — | — | — | — | 1,052,678 | | | Other Benefits: | Health(f) | — | — | — | — | — | | | | Financial Services(g) | 16,335 | 16,335 | 16,335 | 16,335 | 16,335 | | | | Outplacement(h) | — | — | — | — | — | | | TOTAL | | 2,149,873 | 1,097,195 | 4,218,693 | 3,120,004 | 2,149,873 |

  82. TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | | | TYPE OF TERMINATION EVENT | | | | | | Name | Type of Payment | | Termination Without Cause ($) | Resignation for Good Reason ($) | Early or Normal Retirement ($) | Death or Disability ($) | CIC Followed by Term. Without Cause or Resignation for Good Reason ($) | | Charles Joseph Wilson | Severance Payment(a) | | 1,050,000 | — | — | — | — | | | Annual Incentive Bonus(b) | | — | — | — | — | — | | | Long-Term Equity Award(c) | | 105,731 | 105,731 | — | 2,694,079 | 105,731 | | | Other Payments: | Good Reason(d) | — | — | — | — | — | | | | CIC(e) | — | — | — | — | 1,050,000 | | | Other Benefits: | Health(f) | — | — | — | — | — | | | | Financial Services(g) | 16,335 | 16,335 | — | 16,335 | 16,335 | | | | Outplacement(h) | — | — | — | — | — | | | TOTAL | | 1,172,066 | 122,066 | — | 2,710,414 | 1,172,066 | | Shamim Mohammad | Severance Payment(a) | | 938,897 | — | — | — | — | | | Annual Incentive Bonus(b) | | — | — | — | — | — | | | Long-Term Equity Award(c) | | 881,384 | 881,384 | 3,398,693 | 2,523,857 | 881,384 | | | Other Payments: | Good Reason(d) | — | — | — | — | — | | | | CIC(e) | — | — | — | — | 938,897 | | | Other Benefits: | Health(f) | — | — | — | — | — | | | | Financial Services(g) | 16,335 | 16,335 | 16,335 | 16,335 | 16,335 | | | | Outplacement(h) | — | — | — | — | — | | | TOTAL | | 1,836,616 | 897,719 | 3,415,028 | 2,540,192 | 1,836,616 |

  83. TABLE OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (a)For Mr. Nash, we calculate his severance payment using the following formula: 2 x (Base Salary + (Last Annual Bonus as determined by the Compensation and Personnel Committee)). This amount is paid in equal monthly installments over the 24-month period following the date of termination. As of February 28, 2025, the last annual bonus as determined by the Compensation and Personnel Committee was the fiscal 2024 bonus, which is set forth in the “Summary Compensation Table.” For the post-2014 group, the severance payment is equal to each NEO’s then-current bi-weekly salary amount, to be paid for and over the course of 39 bi-weekly periods. (b)The Annual Incentive Bonus is the bonus paid pursuant to our Bonus Plan. For Mr. Nash, his severance agreement provides for a bonus payment, calculated in one of two ways, in certain termination scenarios. If Mr. Nash is terminated without cause or retires, we pay a pro rata actual bonus, which is the pro rata share of his annual bonus based on actual performance for the fiscal year in which the termination occurs. The pro rata actual bonus is paid to Mr. Nash in a lump sum when annual bonuses are paid to other senior officers for the relevant fiscal year. Because the termination event is assumed to occur on February 28, 2025, our fiscal year end, the pro rata actual bonus is equal to Mr. Nash’s actual bonus for fiscal 2025. In contrast, if Mr. Nash is terminated without cause—or leaves the Company for good reason—following a CIC, or if Mr. Nash dies or becomes disabled, we pay a pro rata target bonus. The pro rata target bonus is the pro rata share of Mr. Nash’s annual bonus at his target bonus rate for the fiscal year in which the date of termination occurs. The pro rata target bonus is paid to Mr. Nash in a lump sum within ten days after the date of termination. Because the termination event is assumed to occur on February 28, 2025, our fiscal year end, the pro rata target bonus is equal to Mr. Nash’s target bonus amount. The severance agreements with the post-2014 group do not provide for a bonus payment in these scenarios. (c)Following the designated termination events, all or a portion of the equity awards made to the NEO during the course of his employment will vest and become exercisable in accordance with the terms and conditions of our Stock Incentive Plan and the individual award agreement. For additional information regarding each NEO’s outstanding equity awards, see the “Outstanding Equity Awards at Fiscal 2025 Year End” table. The value of the vested but unexercised portion of each option has not been included in the amounts reported above because their receipt is not accelerated by termination events. (d)Mr. Nash’s severance agreement provides for a Good Reason Payment, which is a one-time payment made to Mr. Nash following his termination for Good Reason. It is equal to Mr. Nash’s base salary on the date of termination multiplied by a certain percentage, which percentage is generally the same as Mr. Nash’s target bonus percentage. The Good Reason Payment is paid in a lump sum cash payment within ten days after the date of termination. The severance agreements with the post-2014 group do not provide for a Good Reason payment (unless it occurs following a CIC). (e)For Mr. Nash, the Change-in-Control Payment is equal to 2.99 times his final compensation, which consists of the sum of his base salary at the date of termination and the higher of the annual bonus paid or earned but not yet paid to Mr. Nash for the two most recently completed fiscal years. As of February 28, 2025, the higher annual bonus was the fiscal 2025 bonus. The Change-in-Control Payment will be paid to Mr. Nash in equal monthly installments over the 24-month period following the date of termination, unless the payment is related to an Internal Revenue Code Section 409A CIC event, as that term is defined in his agreement, in which case the Change-in-Control Payment will be paid in a lump sum cash payment on the forty-fifth day after the date of termination. The severance agreement with the post-2014 group only provides for a payment in connection with a CIC if employment is terminated following the CIC for Good Reason (as defined in each severance agreement). The payment would be equal to each NEO’s then-current bi-weekly salary amount, to be paid for and over the course of 39 bi-weekly periods. (f)If the NEO elects to continue coverage under our health, dental or vision plans following the date of termination pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the NEO will be responsible for remitting to us the appropriate COBRA premium. We will reimburse Mr. Nash for a portion of the COBRA premium equal to the sum of: (i) the amount that we would have otherwise paid for the coverage if he had remained an active associate; and (ii) the COBRA administration fee. This partial COBRA reimbursement will be paid in equal monthly installments for up to an 18-month period. For purposes of this table, we have assumed that Mr. Nash elected to continue his coverage on February 28, 2025, for the full 18-month period. The severance agreements with the post-2014 group do not provide for this benefit. (g)We provide a tax and financial planning benefit to our NEOs for the one-year period following early or normal retirement, termination without cause (including death, disability or a termination for good reason) and a CIC. The annual cost of this service is $16,335. (h)Outplacement services are available to Mr. Nash in an amount not to exceed $50,000. This table assumes that the maximum outplacement benefit is paid to Mr. Nash. The severance agreements with the post-2014 group do not provide for this benefit.

  84. CEO Pay Ratio

    CEO Pay Ratio The following information about the relationship between the compensation of our employees and the compensation of Mr. Nash, our President and Chief Executive Officer, is provided in compliance with the requirements of Item 402(u) of Regulation S-K of the Securities Exchange Act of 1934 (“Item 402(u)”). In fiscal 2025, the estimated median of the annual total compensation of our employees, excluding Mr. Nash, was $56,060. Mr. Nash’s total compensation for fiscal 2025, as reported in the Summary Compensation Table of this proxy statement, was $17,116,845. Due to the shift in fiscal 2025 from one-year performance periods established each year to a three-year performance measurement period for PSU awards, Mr. Nash’s total compensation for fiscal 2025 as reported in the Summary Compensation Table includes stock award amounts attributable to one-third of the PSUs issued in fiscal 2023, one-third of the PSUs issued in fiscal 2024, and the entirety of the PSUs issued in fiscal 2025, which results in a larger total compensation valuation for Mr. Nash for fiscal 2025 than as compared to prior years when the Company utilized one-year performance periods for PSUs. The resulting estimated ratio of the annual total compensation of Mr. Nash to the median of the annual total compensation of all employees was 305 to 1. We took the following steps in identifying the median of the annual total compensation of all our employees. We determined that, as of January 1, 2025, our employee population was equal to 29,319 individuals, all located in the United States. This number includes all the individuals determined to be employees for federal tax purposes, whether full-time, part-time, or temporary, as of that date. We continued to use a January 1 measuring date, which is within the last three months of our fiscal year as required by Item 402(u), because it aligned with calendar year payroll procedures. We next identified the employee receiving the median amount of compensation in our employee population. While the methodology we used to select the median employee remained the same as last year, we selected a new median employee this year to ensure the pay ratio accurately reflects the median of the annual total compensation of all our employees. To identify the employee, we compared the amount of wages and other compensation received by each employee, other than Mr. Nash, as reflected in our payroll records and reported to the Internal Revenue Service on Form W-2 for the calendar year ended December 31, 2024. This compensation measure was annualized for permanent employees who were employed on the measuring date but who did not work for the full calendar year. The compensation measure was consistently applied to all our employees. As required by Item 402(u), once we identified our median employee we measured that employee’s annual total compensation for the 2025 fiscal year by adding together the same elements of compensation that are included in Mr. Nash’s total fiscal 2025 compensation reported in the Summary Compensation Table. The resulting pay ratio was calculated in a manner consistent with Item 402(u) and we believe it constitutes a reasonable estimate. However, as contemplated by Item 402(u), we relied on methods and assumptions that we determined to be appropriate for calculating the pay ratio at CarMax. Other public companies may use methods and assumptions that differ from the ones we chose but are appropriate for their circumstances. It may therefore be difficult, for this and other reasons, to compare our reported pay ratio to pay ratios reported by other companies.

  85. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Actually Paid amounts shown below are prepared in accordance with Item 402(v) of Regulation S-K. The Compensation and Personnel Committee did not specifically consider the Compensation Actually Paid amounts when determining NEO compensation for fiscal years 2021 through 2025. For a discussion of how the Compensation and Personnel Committee seeks to align pay with performance when making executive compensation decisions, please see the section above titled “Compensation Discussion and Analysis” beginning on page 24.

  86. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  87. 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 ($) | Peer Group Total Shareholder Return ($) | | | | 2025 | 17,116,845 | 17,062,251 | 3,891,084 | 3,916,205 | 94.99 | 222.34 | 501 | 795 | | 2024 | 12,257,314 | 12,289,963 | 2,540,439 | 2,545,118 | 90.48 | 192.01 | 479 | 766 | | 2023 | 11,588,743 | (3,838,775) | 2,374,371 | (266,923) | 79.07 | 124.47 | 485 | 749 | | 2022 | 13,689,123 | 11,139,628 | 3,183,175 | 3,297,303 | 125.22 | 158.40 | 1,151 | 1,584 | | 2021 | 9,891,893 | 31,282,047 | 3,057,748 | 8,306,849 | 136.88 | 147.99 | 747 | 1,050 |

  88. PAY VERSUS PERFORMANCE TABLE

    (a)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.

  89. PAY VERSUS PERFORMANCE TABLE

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | Enrique N. Mayor-Mora | | Edwin J. Hill | James Lyski | James Lyski | James Lyski | James Lyski | | Eric M. Margolin | Shamim Mohammad | Shamim Mohammad | Charles Joseph Wilson | Charles Joseph Wilson | | Thomas W. Reedy | Diane L. Cafritz | Diane L. Cafritz | Shamim Mohammad | Shamim Mohammad | | | Edwin J. Hill | | | | | | Eric M. Margolin | | | |

  90. PAY VERSUS PERFORMANCE TABLE

    (b)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. (c)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 2025” table.

  91. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary 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 ($) | | 2025 | 17,116,845 | (11,126) | (12,109,385) | 12,065,917 | 17,062,251 | | 2024 | 12,257,314 | (7,015) | (9,320,852) | 9,360,516 | 12,289,963 | | 2023 | 11,588,743 | — | (8,865,651) | (6,561,867) | (3,838,775) | | 2022 | 13,689,123 | — | (8,644,791) | 6,095,296 | 11,139,628 | | 2021 | 9,891,893 | (977) | (6,999,999) | 28,391,130 | 31,282,047 |

  92. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Average 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 ($) | | 2025 | 3,891,084 | (1,368) | (2,043,731) | 2,070,220 | 3,916,205 | | 2024 | 2,540,439 | (735) | (1,419,600) | 1,425,014 | 2,545,118 | | 2023 | 2,374,371 | — | (1,361,434) | (1,279,860) | (266,923) | | 2022 | 3,183,175 | (692) | (1,697,356) | 1,812,176 | 3,297,303 | | 2021 | 3,057,748 | (4,870) | (1,830,920) | 7,084,891 | 8,306,849 |

  93. PAY VERSUS PERFORMANCE TABLE

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

  94. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Year-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 ($) | Total - Inclusion of Equity Values for William D. Nash ($) | | 2025 | 14,851,788 | (840,041) | — | (1,945,830) | — | 12,065,917 | | 2024 | 9,283,691 | 363,030 | — | (286,205) | — | 9,360,516 | | 2023 | 6,188,670 | (8,972,961) | — | (3,777,576) | — | (6,561,867) | | 2022 | 6,285,491 | (3,529,135) | — | 3,338,940 | — | 6,095,296 | | 2021 | 17,423,079 | 12,751,653 | — | (1,783,602) | — | 28,391,130 |

  95. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Average 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,507,473 | (125,865) | — | (311,388) | — | 2,070,220 | | 2024 | 1,412,455 | 61,267 | — | (48,708) | — | 1,425,014 | | 2023 | 950,489 | (1,549,074) | — | (681,275) | — | (1,279,860) | | 2022 | 895,895 | (458,627) | 383,234 | 991,674 | — | 1,812,176 | | 2021 | 3,486,985 | 2,438,705 | 1,016,899 | 142,302 | — | 7,084,891 |

  96. PAY VERSUS PERFORMANCE TABLE

    (d)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 28, 2025. 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. (e)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 2025, fiscal 2024 and 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) as well as other significant non-cash gains or losses that are non recurring in nature; 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.

  97. RELATIONSHIPS BETWEEN CERTAIN DATA IN THE PAY VERSUS PERFORMANCE TABLE

    RELATIONSHIPS BETWEEN CERTAIN DATA IN THE PAY VERSUS PERFORMANCE TABLE 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 five 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. 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 five most recently completed fiscal years. 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 five most recently completed fiscal years.

  98. TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

    | DIRECTOR COMPENSATION |

  99. Director Compensation Program

    Director Compensation Program The following table describes the components of our non-employee director compensation program for fiscal 2025. The Compensation and Personnel Committee (the “Committee”) reviews this program annually and recommends changes to the Board as appropriate.

  100. Director Compensation Program

    | Compensation Element | Director Compensation Program(a) | | Annual Cash Retainer | $95,000 | | Annual Equity Retainer | $185,000(b) | | Board Chair Fee | $200,000 | | Lead Independent Director Fee | $50,000 | | Committee Chair Fee | $35,000 for the Audit Committee $25,000 for the Compensation and Personnel Committee $20,000 for the Nominating and Governance Committee $20,000 for the Technology and Innovation Committee | | Audit Committee Fee | $5,000 | | Board Meeting Fee | None(c) | | Committee Meeting Fee | $1,500 per in-person meeting and $750 per telephonic meeting |

  101. Director Compensation Program

    (a)In addition to the compensation elements disclosed above, we reimburse our directors for travel and other necessary business expenses incurred in the performance of their services to us. Each non-employee director whose term in office began before June 2014 is eligible for coverage under our health, dental and vision plans at the same rates at which coverage is offered to our associates. Non-employee directors may not use our plane for personal travel. (b)The annual equity retainer consists of restricted stock units vesting on the one-year anniversary of the grant date. Restricted stock units granted to non-employee directors in fiscal 2025 will vest on July 1, 2025, while also permitting the deferral of the receipt of the vested shares until a later date. (c)We do not pay directors a fee for attending a board meeting unless there are more than eight board meetings during a fiscal year. If there were more than eight meetings, then we would pay $1,500 per in-person meeting and $750 per telephonic meeting. Each year, the Committee, with the assistance of Semler Brossy, its independent compensation consultant, conducts an analysis of non-employee director compensation at CarMax in relation to the compensation paid for director services at our peer group companies and in the marketplace more broadly. As a result of this analysis, the Committee recommended, and the Board approved, that the compensation paid for director services remain unchanged for fiscal 2025 compared with fiscal 2024. Our corporate governance guidelines include director stock ownership guidelines. These guidelines require non-employee directors to own CarMax common stock or other forms of equity with a value equivalent to five times the annual cash retainer within five years of joining the Board. Each of our non-employee directors met this guideline as of February 28, 2025.

  102. Non-Employee Director Compensation in Fiscal 2025

    Non-Employee Director Compensation in Fiscal 2025 The following table provides each element of non-employee director compensation for fiscal 2025.

  103. Non-Employee Director Compensation in Fiscal 2025

    | Name | Fees Earned or Paid in Cash(a) ($) | Stock Awards(b)(c) ($) | All Other Compensation(d) ($) | Total ($) | | Peter J. Bensen | 143,250 | 185,004 | 5,000 | 333,254 | | Ronald E. Blaylock | 126,000 | 185,004 | 5,179 | 316,183 | | Sona Chawla | 124,000 | 185,004 | 5,000 | 314,004 | | Thomas J. Folliard | 295,000 | 185,004 | 14,069 | 494,073 | | Shira D. Goodman | 120,250 | 185,004 | — | 305,254 | | David W. McCreight | 101,000 | 185,004 | — | 286,004 | | Mark F. O’Neil | 112,000 | 185,004 | 10,000 | 307,004 | | Pietro Satriano(e) | 109,000 | 185,004 | — | 294,004 | | Marcella Shinder | 103,250 | 185,004 | — | 288,254 | | Mitchell D. Steenrod | 150,250 | 185,004 | 13,607 | 348,861 |

  104. Non-Employee Director Compensation in Fiscal 2025

    (a)Represents the cash compensation earned in fiscal 2025 for Board, Committee, and Board and Committee chair service. (b)Represents the aggregate grant date fair value of the restricted stock unit awards made in fiscal 2025 as determined in accordance with ASC Topic 718. In July 2024, we granted 2,598 shares of restricted stock units to each non-employee director then in office. (c)The following table provides information on the number of shares of unvested restricted stock units and the number of shares of vested restricted stock units for which payment has been deferred as of February 28, 2025.

  105. Non-Employee Director Compensation in Fiscal 2025

    | Name | Restricted Stock Units (#) | | Peter J. Bensen | 14,543 | | Ronald E. Blaylock | 2,598 | | Sona Chawla | 14,543 | | Thomas J. Folliard | 14,543 | | Shira D. Goodman | 4,619 | | David W. McCreight | 11,736 | | Mark F. O’Neil | 11,121 | | Pietro Satriano | 13,562 | | Marcella Shinder | 12,333 | | Mitchell D. Steenrod | 14,543 |

  106. Non-Employee Director Compensation in Fiscal 2025

    (d)Represents matching charitable gifts made by The CarMax Foundation as part of its matching gifts program and the cost to CarMax for participation in its health, dental and vision plans (both the matching gifts program and the plans are broadly available to all CarMax associates). None of the benefits individually exceeded the greater of $25,000 or 10% of the total amount of these benefits for the non-executive director. (e)Mr. Satriano’s director fees were paid to JMPS Advisory LLC.

  107. Non-Employee Director Compensation in Fiscal 2025

    | PROPOSAL FOUR: SHAREHOLDER SPECIAL MEETING RIGHT |

  108. Non-Employee Director Compensation in Fiscal 2025

    In accordance with SEC regulations, the shareholder proposal and supporting statement presented below were submitted by a shareholder and are quoted verbatim. We disclaim all responsibility for the content of the proposal and the supporting statement. John Chevedden, whose address is 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, has advised CarMax that he intends to present the following shareholder proposal at the annual shareholders meeting. The proponent owns 30 shares of CarMax common stock.