DEF 14A of Carvana Co., Mar 26, 2024

DEF 14A of Carvana Co.

Filed Mar 26, 2024 · FY20230001690820-24-000138

Open on EDGAR

  1. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS Our Board recommends that the nominees below be re-elected as members of the Board at the Annual Meeting to serve as Class I directors for a three-year term expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.

  2. ITEM 1—ELECTION OF DIRECTORS

    | NAME | AGE | DIRECTOR SINCE | POSITION | | Ernest Garcia III | 41 | 2017 | President, CEO, and Chairman | | Ira Platt | 60 | 2017 | Director |

  3. ITEM 1—ELECTION OF DIRECTORS

    Each nominee was recommended for re-election by the Compensation and Nominating Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may (i) nominate a substitute (ii) allow the vacancy to remain until the Board identifies an appropriate candidate or (iii) reduce the size of the Board to eliminate the vacancy. If the Board chooses to nominate a substitute nominee, the persons named as proxies on the proxy card will vote your shares for that substitute nominee. The Board recommends that you vote “FOR” each of the director nominees.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Ernest Garcia III co-founded Carvana and has served as our President and Chief Executive Officer ("CEO") since our inception in 2012. Mr. Garcia is also Chairman of the Board. Prior to founding Carvana, Mr. Garcia held various roles at DriveTime Automotive Group, Inc. (“DriveTime”) from January 2007 to January 2013. From November 2009 until January 2013, he served as Vice President and Treasurer and Director of Quantitative Analytics. As Director of Quantitative Analytics, Mr. Garcia was responsible for the firm’s ongoing development of consumer credit scoring models, and its utilization of those tools in retail-vehicle-sales deal structuring and vehicle-price optimization. He was a managing director of corporate finance from December 2008 to November 2009, and from January 2007 to December 2008, he served as a financial strategist. Prior to DriveTime, Mr. Garcia was an associate in the Principal Transactions Group at RBS Greenwich Capital from 2005 to 2006, where he focused on consumer-credit-based investments. Mr. Garcia holds a B.S. in management science and engineering from Stanford University. The Board believes that Mr. Garcia will continue to be a valuable member of our Board because of his extensive knowledge of our business and strategy, as well as his experience in the automotive retail industry and leadership experience at Carvana. Ira Platt has served on our Board since our initial public offering ("IPO") in 2017. Since its inception in 2009, Mr. Platt has been the president of Georgiana Ventures, LLC, a firm that provides equity and debt capital to specialty finance companies, acquires portfolios of consumer finance receivables and offers consulting services to the specialty finance industry. From May 2009 to December 2013, Mr. Platt served as the President of 221 Capital Partners, LLC, a firm that provides advisory services. From 2009 to 2011, Mr. Platt was the Portfolio Manager for the Rosemont TALF Opportunity Fund, a partnership investing in asset-backed securities. In addition, Mr. Platt was a managing director and Head of the Principal & Distressed Capital Business for RBS Greenwich Capital, the domestic fixed income banking unit of the Royal Bank of Scotland Group, from 1997 to 2009. Mr. Platt was an Executive Vice President of the Aegis Consumer Funding Group, a publicly traded non-prime automotive finance company, from 1991 to 1997. Mr. Platt earned a B.A. degree in 1985 from Emory University and an M.B.A. from The Fuqua School of Business at Duke University. Mr. Platt served on DriveTime’s board of directors from February 2014 until April 2017. The Board believes that Mr. Platt will continue to be a valuable member of our Board because of his corporate governance experience on DriveTime’s, as well as our board, and his extensive experience in consumer finance and the automotive retail industry.

  5. CONTINUING DIRECTORS

    CONTINUING DIRECTORS Michael Maroone has served on our Board since our IPO in 2017. Mr. Maroone is currently the CEO of Maroone U.S.A. LLC, a position he has held since May 2017. From August 1999 until his retirement in February 2015, Mr. Maroone served as President and Chief Operating Officer of AutoNation, Inc. Prior to joining AutoNation, Inc., Mr. Maroone was President and CEO of the Maroone Automotive Group, a privately-held automotive retail group, from 1977 to 1997. Mr. Maroone currently serves on two other boards, as chairman of the board of Cleveland Clinic Florida, a non-profit, multi-specialty academic hospital, and as a member of the Cleveland Clinic Enterprise Board. In addition, he previously served on the boards of AutoNation, Inc., Salty Dot, Inc., MDH Acquisition Corp., and Cox Automotive, Inc. He holds a B.S. degree in Small Business Management from the University of Colorado Boulder. The Board believes that Mr. Maroone will continue to be a valuable member of our Board because of his advisory experience and his extensive experience in the automotive retail industry. Neha Parikh has served on our Board since April 2019. Ms. Parikh is a global technology leader who most recently served as CEO of Waze Mobile, Ltd., a navigation map application company and a subsidiary of Alphabet Inc., a role she held from June 2021 to July 2023. Prior to Waze, from August 2017 to November 2019, Ms. Parikh was the President of Hotwire, Inc., a travel company and a subsidiary of Expedia Group, Inc. She started with Expedia Group in 2008 with Hotels.com, L.P., where she amassed experience in roles across the business, including product development, marketing, pricing, and strategy. Prior to her role with Hotwire, she was the Senior Vice President of Global Brands and Retail for Hotels.com, driving marketing activities, overseeing the global P&L and operations, and leading merchandising, business development, and partnerships globally. Before joining Hotels.com, Ms. Parikh worked in consumer insight and demand strategy consulting with The Cambridge Group where she led projects across a variety of retailers, and at Dade Behring, Inc. (a Siemens healthcare company), where she held progressive levels of responsibility in marketing and product development. Ms. Parikh previously served on the board of directors of Tailwind Acquisition Corp. Ms. Parikh holds a bachelors of business degree from The University of Texas at Austin and an MBA from the Kellogg School of Management at Northwestern University. The Board believes that Ms. Parikh will continue to be a valuable member of our Board because of her extensive senior management experience in the online retail vertical. Dan Quayle has served on our Board since our IPO in 2017. Mr. Quayle has served the United States Federal Government in various capacities as a Congressman, Senator, and as the 44th Vice President of the United States of America from 1989 to 1993. Since 1999, Mr. Quayle has been with Cerberus Capital, a New York private investment firm. He has served as Chairman of Cerberus Global Investments, LLC since 2001. Mr. Quayle earned a B.A. degree in political science from DePauw University and a J.D. from the Indiana University Robert H. McKinney School of Law. The Board believes that Mr. Quayle will continue to be a valuable member of our Board because of his experience as the chairman of Cerberus Global Investments, which provides him with in-depth knowledge of geopolitical developments and their impact on macroeconomics, as well as his extensive experience in the areas of government and foreign relations. Gregory Sullivan has served on our Board since our IPO in 2017. Mr. Sullivan is the CEO of AFAR, a travel media company he co-founded in 2007. From 1995 to 2007, Mr. Sullivan served DriveTime in various capacities, including as Vice Chairman from 2004 to 2007, CEO from 1999 to 2004, and president from 1995 to 2004. Mr. Sullivan earned a B.B.A. degree in finance from the University of Notre Dame and a J.D. from the University of Virginia School of Law. The Board believes that Mr. Sullivan will continue to be a valuable member of our Board because of his senior management experience in the automotive and media industries.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have designed our non-employee director compensation program to achieve the following objectives: a.align directors’ interests with the long-term interests of our stockholders; b.attract and retain outstanding director candidates with diverse backgrounds and experiences; and c.recognize the substantial time commitment required to serve as a Carvana director. The Compensation and Nominating Committee reviews the Company’s director compensation program yearly, and periodically conducts an analysis of director compensation with our independent compensation consultant. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us, beyond what they receive for their service on the Board, as described below. Members of the Board who are employees of Carvana do not receive compensation for their service on the Board. The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our non-employee directors for the year ended December 31, 2023:

  7. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2) | Total ($) | | Ira Platt | $37,500 | $297,810 | $335,310 | | Gregory Sullivan | $37,500 | $297,810 | $335,310 | | Dan Quayle | $31,250 | $275,254 | $306,504 | | Michael Maroone | $63,500 | $297,810 | $361,310 | | Neha Parikh | $61,000 | $288,791 | $349,791 |

  8. DIRECTOR COMPENSATION

    (1) The directors' annual retainers and retainers for committee membership, committee chairs, and lead director (as described below under Non-Employee Director Compensation Structure, the "Retainers") for the first quarter of 2023 were paid in cash. As discussed below, the directors elected to exchange the remainder of their 2023 and first quarter 2024 cash compensation for an award of restricted stock units ("RSUs"), and the amount of cash exchanged for equity has been excluded from this column. These amounts also include all cash paid to Mr. Maroone and Ms. Parikh as compensation for their service on the Special Litigation Committee, as discussed below. (2) The amounts reported in the Stock Awards column are presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts represent: (i) An annual grant (the "Annual Grant") of RSUs to the non-employee directors, during the year ended December 31, 2023. The grant date fair value of the Annual Grant made to each non-employee director on April 21, 2023 was $162,442. As disclosed in the table below, the Annual Grant was calculated at a fair market value of $180,000, based on the 10-day trailing average closing stock price on April 21, 2023 and was paid in 19,956 RSUs. The Annual Grants will vest on May 1, 2024, subject to the non-employee director's continued service on the Board as of such date. (ii) Directors were given the option to receive the Retainers for the second, third, and fourth quarters of 2023 and the first quarter of 2024 in either cash or as an award of RSUs. All directors chose to receive their respective Retainers as an Award of RSUs (the "Retainer Grant"). This column includes the Retainer Grant for the second, third, and fourth quarters of 2023 and the first quarter of 2024 for each non-employee director, which vested immediately upon grant on April 21, 2023 and was calculated at the fair market values listed below based on the 10-day trailing average closing stock price on April 21, 2023 as follows: (A) Mr. Platt's Retainer Grant (comprising the annual retainer and the retainers for being the chair of the Audit Committee and membership on the Compensation and Nominating Committee) was calculated at a fair market value of $150,000 and paid in 16,630 RSUs. The grant date fair value of Mr. Platt's Retainer Grant on April 21, 2023 was $135,368. (B) Mr. Sullivan's Retainer Grant (comprising the annual retainer and the retainers for being the chair of the Compensation and Nominating Committee and membership on the Audit Committee) was calculated at a fair market value of $150,000 and paid in 16,630 RSUs. The grant date fair value of Mr. Sullivan's Retainer Grant on April 21, 2023 was $135,368. (C) Mr. Quayle's Retainer Grant (comprising the annual retainer and the retainer for membership on the Compensation and Nominating Committee) was calculated at a fair market value of $125,000 and paid in 13,859 RSUs. The grant date fair value of Mr. Quayle's Retainer Grant on April 21, 2023 was $112,812. (D) Mr. Maroone's Retainer Grant (comprising the annual retainer and the retainers for membership on the Audit Committee and for serving as Lead Director) was calculated at a fair market value of $150,000 and paid in 16,630 RSUs. The grant date fair value of Mr. Maroone's Retainer Grant on April 21, 2023 was $135,368. (E) Ms. Parikh's Retainer Grant (comprising the annual retainer and retainers for membership on the Compensation and Nominating Committee and the Audit Committee) was calculated at a fair market value of $140,000 and paid in 15,522 RSUs. The grant date fair value of Ms. Parikh's Retainer Grant on April 21, 2023 was $126,349. NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE As of December 31, 2023, we compensated our non-employee directors according to the following structure:

  9. DIRECTOR COMPENSATION

    | Description | Amount | | Annual retainer | $110,000 | | Annual grant | Grant of 19,956 restricted stock units having a fair market value of $180,000, based on the 10-day trailing average closing stock price on April 21, 2023, that vests 100% on May 1, 2024. | | Additional retainer for chair of committee | $25,000 for Audit Committee; $25,000 for Compensation and Nominating Committee | | Additional retainer for Lead Director | $25,000 | | Additional retainer for non-chair committee members | $15,000 for Audit Committee; $15,000 for Compensation and Nominating Committee |

  10. DIRECTOR COMPENSATION

    As described above, each director elected to receive the Retainers for the second, third, and fourth quarters of 2023 and the first quarter of 2024 as an award of RSUs, which are reflected in the table above. When paid in cash, the Retainers for the first quarter of 2024 would be reported for the year ending December 31, 2024. However, since the Retainers were granted as RSUs, they are reportable for the year ended December 31, 2023 and as such the table above shows amounts for both first quarter 2023 paid in cash and the first quarter of 2024 paid in RSUs. In 2023, each of Mr. Maroone and Ms. Parikh also received, in cash, the sum of $4,000 per month from January through June, as well as the sum of $2,000 in July for service on the Special Litigation Committee in connection with previously disclosed derivative stockholder litigation. All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of our Board and related committees and otherwise attend to our business. DIRECTOR AND CEO STOCK OWNERSHIP GUIDELINES The Company stock ownership guidelines for non-employee directors require that non-employee directors hold Company stock with a fair market value equal to at least five times the amount of the annual retainer paid by the Company, not including retainers paid for serving as the Lead Director or as the chair or member of a committee, within five years of being appointed as a director. For the CEO, the Company stock ownership guidelines require that the CEO hold Company stock with a fair market value equal to at least six times base salary within five years of being appointed to the role. Compliance is measured on an annual basis, as of the end of each calendar year. These guidelines serve to align the interests of our directors to those of our stockholders. Under this formula, the current ownership requirement is $550,000 (5 x $110,000) of Company stock for non-employee directors, and $5,580,000 (6 x $930,000) of Company stock for our CEO. Each director is expected to continue to meet the ownership requirement for as long as he or she serves as a director of the Board. As of the date of this proxy statement, all of the directors, including our CEO, were in compliance with these guidelines. Further details regarding the Company stock ownership guidelines and acceptable forms of ownership thereunder may be found on our website at investors.carvana.com/corporate-governance/governance-documents. The contents of our website are not incorporated by reference in this proxy statement.

  11. EXECUTIVE SUMMARY

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓ A significant portion of compensation is "at risk" and tied to long-term Company performance | x No discretionary or guaranteed incentive payments | | ✓ The Compensation and Nominating Committee annually reviews market-based executive compensation levels | x No excise-tax gross-up provisions | | ✓ Retain an independent compensation consultant to evaluate our executive compensation and make recommendations | x No option repricing without stockholder consent | | ✓ Adopted a clawback policy to ensure accountability | x We do not focus on short-term employee rewards at the expense of long-term corporate gains | | | x Executives are prohibited from hedging |

  12. COMPENSATION SETTING PROCESS

    COMPENSATION SETTING PROCESS ROLE OF COMPENSATION AND NOMINATING COMMITTEE AND CHIEF EXECUTIVE OFFICER IN SETTING EXECUTIVE COMPENSATION The Compensation and Nominating Committee has responsibility for overseeing the design, development, and implementation of the compensation program for our CEO and other NEOs. The Compensation and Nominating Committee evaluates the performance of our executives, including the NEOs, in consultation with and upon the recommendation of our CEO and an independent compensation consultant. Our CEO does not participate in certain portions of Compensation and Nominating Committee meetings or meetings of the Board in which his compensation is determined. Additionally, our CEO has requested that his total compensation be set significantly below the market median due to his significant ownership interest in our Company. Based on these assessments, the members of the Compensation and Nominating Committee, each of whom is an independent director, make the final compensation decisions for the NEOs other than the CEO, and make recommendations to the Board for the CEO’s compensation. The Board then makes the final decision for the CEO’s compensation. INDEPENDENT COMPENSATION CONSULTANT Our Compensation and Nominating Committee believes that independent advice is important in developing Carvana’s executive compensation programs. Since September 2017, the Compensation and Nominating Committee has engaged Korn Ferry as its independent compensation consultant to advise on executive compensation matters. All work performed by the independent compensation consultant regarding our executive compensation program is tasked and overseen directly by the Compensation and Nominating Committee. Our management provides additional information and analyses to the Compensation and Nominating Committee at the Compensation and Nominating Committee’s direction. Korn Ferry, at the request of and in service to the Compensation and Nominating Committee, provided certain compensation advisory services for 2023 compensation, including assistance with establishing a compensation peer group, benchmarking executive compensation, designing aggregate broad based equity usage (including run rate and total dilution), outlining peer group short- and long-term incentive practices, and reviewing the narrative disclosure in this Compensation Discussion and Analysis. Korn Ferry does not provide any other material services to Carvana. The Compensation and Nominating Committee has assessed the independence of Korn Ferry pursuant to the NYSE rules and concluded that Korn Ferry’s work for the Compensation and Nominating Committee did not raise any conflicts of interest. CONSIDERATION OF THE SAY-ON-PAY VOTE We last held a non-binding, advisory vote to approve the compensation of our NEOs, commonly referred to as the “say-on-pay” vote, at our 2023 annual meeting of stockholders, as required by Section 14A of the Exchange Act. Our advisory resolution to approve the compensation of our NEOs received substantial majority support from stockholders with over 99.3% “For” votes of votes cast. We take this result as support that our executive compensation program and practices are reasonable and well-aligned with shareholder expectations. Nevertheless, we review our overall approach to executive compensation periodically and we expect that the specific direction, emphasis, and components of our executive compensation program will continue to evolve, as will our process for establishing executive compensation.

  13. COMPETITIVENESS OF OUR COMPENSATION PROGRAM

    COMPETITIVENESS OF OUR COMPENSATION PROGRAM Our executive compensation program is designed so that the sum of all components is competitive with market practices. Market practices—or benchmarks—are based on peer-group data and compensation survey data. The Compensation and Nominating Committee, with the assistance of its compensation consultant, Korn Ferry, reviewed and selected potential peer companies based on size, industry focus, growth rates, customer base, and market for talent. Many of our direct industry competitors are either privately-held companies or are larger than us in revenue size, although very few have had our historical growth trajectory. The Compensation and Nominating Committee further reviewed and revised the Company's peer group to reflect our online business model, revenue size, and complexity of operations. With the assistance of its compensation consultant, the Compensation and Nominating Committee approved the following compensation peer group in order to determine market pay levels and pay practices for fiscal year 2023:

  14. COMPETITIVENESS OF OUR COMPENSATION PROGRAM

    The Compensation and Nominating Committee expects to continue to review our compensation peer group on an annual basis, considering changes in our size and business and the businesses of the companies in the peer group. The Compensation and Nominating Committee also uses compensation survey data in its evaluation of executive pay for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Compensation and Nominating Committee in evaluating fiscal year 2023 compensation levels, the Compensation and Nominating Committee reviewed both peer-group proxy data and information from survey databases, utilizing appropriate subsets based on the size of the company.

  15. COMPENSATION COMPONENTS

    COMPENSATION COMPONENTS In accordance with our overall compensation philosophy and program, executives are provided with a mix of base salary, long-term incentives, performance-based incentives, and employee benefits. Our compensation philosophy places a significant portion of the potential total compensation for each NEO “at risk” such that compensation will vary based on the performance of Carvana and its achievement of certain key profitability metrics. Variable, time-based compensation is a component of compensation for many of our employees, but a higher proportion of our NEOs’ compensation is at risk than that of our general employee population. As shown in the pay mix chart below, our compensation program is designed to be highly performance-based. An average of approximately 84.4% of our NEOs' approved compensation is tied to stock price performance. This includes 66.2% of our NEOs' approved compensation, which is granted through stock options and time-based RSUs, and an additional approximately 18.2%, which is granted through performance-based RSUs tied to the achievement of certain financial performance metrics relating to the Company's efficiency initiatives, as further discussed below. This combines for an average of approximately 84.4% of total compensation "at risk" based on Company performance. The following table describes the material elements of compensation and the objectives of each element:

  16. COMPENSATION COMPONENTS

    | PROGRAM | | DESCRIPTION | | OBJECTIVES | | ANNUAL COMPENSATION: | | | | | | Base Salary | • | Ongoing cash compensation based on executive officer's role, responsibilities, competitive market positioning, and individual performance. | • | Attract and retain qualified key managerial talent. | | | | | • | Recognize sustained individual performance. | | LONG-TERM COMPENSATION: | | | | | | Long-Term Incentive Program | • | A long-term incentive program using time-based restricted stock units and stock options. | • | Focus executives on long-term Company performance and long-term financial and strategic success. | | | | | • | Retention of key talent. | | | | | • | Align employee and stockholder interests via stock ownership. | | PERFORMANCE-BASED COMPENSATION: | | | | | | Performance-Based Equity Award Program | • | A performance-based incentive program using restricted stock units vesting on specified performance metrics. | • | Tie executive compensation to direct measures of the Company's success in its strategy and operating plan. | | | | | • | Recognize executive performance relating to milestones in the Company's path to profitability. |

  17. COMPENSATION COMPONENTS

    As disclosed in the Company's Current Report on Form 8-K, dated May 10, 2022, Messrs. Garcia, Jenkins, Huston, and Gill volunteered to forego their salaries for a portion of 2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. Approximately 65% of Messrs. Garcia, Jenkins, Huston, and Gill's annual base salary was waived, and as a result the actual base salary received by each of these NEOs significantly decreased overall in 2022 from the amounts stated above, which decrease is reflected in the Summary Compensation Table below. LONG-TERM INCENTIVE PROGRAM The Compensation and Nominating Committee believes that stock-based performance compensation is essential to align the interests of Carvana’s management and its stockholders in enhancing the long-term value of our equity and to encourage executives to remain with the Company. Due to the Compensation and Nominating Committee's focus on long-term growth, the majority of executive compensation is tied to long-term stock price. This structure is reviewed by the Compensation and Nominating Committee annually and may change in the future. Among the varied types of equity awards the Compensation and Nominating Committee is authorized to use under the equity plan, stock options are the ones that the Compensation and Nominating Committee has determined are preferable for use with NEOs, because their value is more leveraged to future value appreciation and depends upon a future increase in the value of our common stock. The committee also has determined that time-based RSU grants to NEOs may be used for the purposes of retention or recognition of outstanding performance in part because RSUs are less volatile than stock options. During 2023, the Company granted stock options and time-based RSUs under the Company's 2017 Omnibus Incentive Plan (as amended, the "Plan") as part of its long-term incentive compensation program. In addition, as described in greater detail below, the Company also granted performance-based restricted stock units (“PSUs”) that vest upon the attainment of specified performance milestones. Because these awards vested or will vest at the time the applicable milestone is achieved, we discuss these awards separately from our long-term incentives. 2023 Stock Option Grants For fiscal year 2023, the Compensation and Nominating Committee determined to award time-based stock options to each NEO to provide an award that has a value dependent upon a future increase in the value of our Class A common stock. For the 2023 annual grant of stock options, the Compensation and Nominating Committee targeted a grant value equal to approximately 49.6% of each executive's total direct compensation, or 75% of each executive's long-term incentive compensation. The options were granted on February 22, 2023. All of these grants of these options vest 25% on April 1, 2024 and in 36 monthly installments thereafter, subject to each grantee's continued employment.

  18. COMPENSATION COMPONENTS

    | | 2023 Stock Option Grants | | | Name and Principal Position | Number of Options Granted | Grant Date Fair Value | | Ernest Garcia III - Chief Executive Officer | 500,000 | $3,470,000 | | Mark Jenkins - Chief Financial Officer | 498,513 | $3,459,680 | | Benjamin Huston - Chief Operating Officer | 498,513 | $3,459,680 | | Daniel Gill - Chief Product Officer | 445,786 | $3,093,755 | | Tom Taira - President, Special Projects | 269,838 | $1,872,676 |

  19. COMPENSATION COMPONENTS

    2023 Time-Based RSU Grants For fiscal year 2023, the Compensation and Nominating Committee also granted to each NEO a time-based RSU award. For the award, the Compensation and Nominating Committee targeted a grant value equal to approximately 16.6% of each NEO’s total direct compensation, or 25% of each NEO’s long-term incentive compensation. The RSUs were granted on February 22, 2023. All of the grants of these RSUs will, subject to continued service, vest 25% on April 1, 2024 and in 36 monthly installments thereafter.

  20. COMPENSATION COMPONENTS

    | | 2023 Time-Based RSU Grants | | | Name and Principal Position | Number of RSUs Granted | Grant Date Fair Value | | Ernest Garcia III - Chief Executive Officer | 99,549 | $1,002,458 | | Mark Jenkins - Chief Financial Officer | 98,736 | $994,272 | | Benjamin Huston - Chief Operating Officer | 98,736 | $994,272 | | Daniel Gill - Chief Product Officer | 88,292 | $889,100 | | Tom Taira - President, Special Projects | 53,444 | $538,181 |

  21. COMPENSATION COMPONENTS

    2023 PERFORMANCE-BASED RSU GRANTS In 2023, the Compensation and Nominating Committee determined to add performance-based equity compensation into the executive equity mix, in order to support Carvana's efficiency initiatives and tie executive incentives to key metrics of Company success. The Compensation and Nominating Committee approved the level of potential awards, identified appropriate performance measures, and determined the financial targets of each measure, with recommendations from the CEO with regard to the Non-CEO NEOs. The Compensation and Nominating Committee further made recommendations to the Board as to each of these metrics for the CEO's compensation, and the CEO's final compensation decision was determined by the full Board, excluding the CEO. In setting the performance goals, the Compensation and Nominating Committee considered the metrics most reflective of Company success, and therefore aligned with the interests of the stockholders. Over the course of 2022 and 2023, the Company shifted its strategic focus to efficiency initiatives to bolster unit economics and drive our business to positive core free cash flow. This path to profitability is broken down into three steps: (1) Drive business to positive Adjusted EBITDA; (2) Drive business to significant Adjusted EBITDA per retail unit sold; and finally (3) Return to growth. These steps were our top management objective in 2023, and these were the primary metrics we used in evaluating our own performance and when communicating our results to investors. In order to support these company objectives, the Compensation and Nominating Committee determined to grant PSUs contingent on the achievement of the following two metrics (the "PSU Vesting Metrics"): Positive Adjusted EBITDA 50% of the PSUs awarded in 2023 vested upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Adjusted EBITDA for a calendar quarter ending on or before December 31, 2023 (the "Adjusted EBITDA PSUs"). Adjusted EBITDA was defined as net income (loss) plus income tax expense, interest expense, other (income) expense, net, depreciation and amortization in cost of sales and SG&A, goodwill impairment, all share-based compensation including the CEO Milestone Gift in cost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants. (See “Certain Relationships and Related Party Transactions—Contribution Agreement” for more information on the CEO Milestone Gift). The table below sets forth the number and grant date fair value of the Adjusted EBITDA PSUs granted to our NEOs in 2023:

  22. COMPENSATION COMPONENTS

    | | 2023 Adjusted EBITDA PSU Awards | | | Name and Principal Position | Number of PSUs Granted | Grant Date Fair Value | | Ernest Garcia III - Chief Executive Officer | 53,091 | $534,626 | | Mark Jenkins - Chief Financial Officer | 52,663 | $530,316 | | Benjamin Huston - Chief Operating Officer | 52,663 | $530,316 | | Daniel Gill - Chief Product Officer | 47,090 | $474,196 | | Tom Taira - President, Special Projects | 33,399 | $336,328 |

  23. COMPENSATION COMPONENTS

    The Adjusted EBITDA PSUs vested upon the filing of the Company's Quarterly Report on Form 10-Q on July 19, 2023, which attained the Positive Adjusted EBITDA vesting metric. Positive Core Free Cash Flow 50% of the PSUs awarded in 2023 vest contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Core Free Cash Flow for a calendar quarter ending on or before December 31, 2025 (the "Core Free Cash Flow PSUs"). Core Free Cash Flow is defined as Adjusted EBITDA minus capital expenditures and interest expense. The table below sets forth the number and grant date fair value of the Core Free Cash Flow PSUs granted to our NEOs in 2023:

  24. COMPENSATION COMPONENTS

    | | 2023 Core Free Cash Flow PSU Awards | | | Name and Principal Position | Number of PSUs Granted | Grant Date Fair Value | | Ernest Garcia III - Chief Executive Officer | 53,091 | $534,626 | | Mark Jenkins - Chief Financial Officer | 52,663 | $530,316 | | Benjamin Huston - Chief Operating Officer | 52,663 | $530,316 | | Daniel Gill - Chief Product Officer | 47,089 | $474,186 | | Tom Taira - President, Special Projects | 33,399 | $336,328 |

  25. COMPENSATION AND RISK

    COMPENSATION AND RISK We believe that our compensation programs create appropriate incentives to drive sustained, long-term increases in shareholder value. These programs have been designed and administered in a manner that discourages undue risk-taking by employees. Relevant features of these programs include: •Focus on weighting compensation toward four-year vesting schedules of equity awards; •individual NEO pay generally set at market competitive levels against comparable executive roles at an appropriate set of peer companies, except the CEO, who has compensation significantly below market levels due to his significant ownership interest in us; •no employment agreements with executive officers; and •restrictions on trading in Carvana Class A common stock to reduce insider trading compliance risk, as well as prohibitions on pledging and hedging Carvana capital stock. In light of these features, we conclude that the risks arising from our executive and employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  26. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for the past three fiscal years.

  27. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock awards | Option awards | All other compensation | Total | | | | ($)(1) | ($)(2) | ($)(2) | ($)(3) | ($) | | Ernest Garcia III | 2023 | $912,238 | $2,071,711 | $3,470,000 | $712 | $6,454,661 | | Chief Executive Officer | 2022 | $322,771 | $1,318,099 | $3,953,009 | $557 | $5,594,436 | | | 2021 | $757,500 | $1,073,181 | $3,219,213 | $451 | $5,050,345 | | Mark Jenkins | 2023 | $905,375 | $2,054,904 | $3,459,680 | $21,682 | $6,441,641 | | Chief Financial Officer | 2022 | $320,279 | $1,311,656 | $3,921,052 | $21,107 | $5,574,094 | | | 2021 | $742,500 | $1,052,162 | $3,155,521 | $22,469 | $4,972,652 | | Benjamin Huston | 2023 | $905,423 | $2,054,904 | $3,459,680 | $19,155 | $6,439,162 | | Chief Operating Officer | 2022 | $321,894 | $1,311,656 | $3,921,052 | $18,594 | $5,573,196 | | | 2021 | $742,500 | $1,052,162 | $3,155,521 | $18,886 | $4,969,069 | | Daniel Gill | 2023 | $809,265 | $1,837,483 | $3,093,755 | $51,134 | $5,791,637 | | Chief Product Officer | 2022 | $286,968 | $1,173,628 | $3,506,012 | $3,902 | $4,970,510 | | | 2021 | $667,500 | $945,880 | $2,836,704 | $18,871 | $4,468,955 | | Tom Taira | 2023 | $1,014,000 | $1,210,837 | $1,872,676 | $7,488 | $4,105,001 | | President, Special Projects | 2022 | $1,011,375 | $726,677 | $2,165,020 | $47,850 | $3,950,922 | | | 2021 | $877,500 | $593,284 | $1,779,273 | $45,883 | $3,295,940 |

  28. SUMMARY COMPENSATION TABLE

    (1) As discussed above, certain NEOs volunteered to forego their salaries for a portion of 2022, which carried through to the first pay period of 2023. The amount reported as salaries for the NEOs for 2022 and 2023 show the base salary for each NEO approved by the Board and the Compensation and Nominating Committee in February 2022 and 2023 (for Mr. Garcia $930,000; for Messrs. Jenkins and Huston $923,000; and for Mr. Gill $825,000) adjusted for the amount each NEO voluntarily waived, as discussed above under “Compensation Components – Base Salary”. These amounts represent the actual salary each NEO received for 2022 and 2023 and the actual compensation received by each NEO for 2022 and 2023. (2) The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs, PSUs, and stock options granted to the NEOs during the years presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in computing the grant date fair values may be found in Carvana's Annual Report on Form 10-K for 2023, Item 8, Note 13 — Equity-Based Compensation. Amounts include RSUs and stock options that vest over the course of four years, and PSUs vesting on the achievement of certain financial metrics, as further discussed above. (3) The following items were included in “All Other Compensation” for 2021, 2022, and 2023:

  29. SUMMARY COMPENSATION TABLE

    | Name | Year | 401(k) Plan Company Match($)(i) | Incremental Cost of Company Car($)(ii) | Cellphone Expense($)(iii) | Own the Road($)(iv) | Unused Vacation Payment($)(v) | Total | | Ernest Garcia III | 2023 | $— | $— | $712 | $— | $— | 712 | | | 2022 | $— | $— | $557 | $— | $— | $557 | | | 2021 | $— | $— | $451 | $— | $— | $451 | | Mark Jenkins | 2023 | $2,558 | $18,500 | $624 | $— | $— | $21,682 | | | 2022 | $2,056 | $18,500 | $551 | $— | $— | $21,107 | | | 2021 | $3,480 | $18,500 | $489 | $— | $— | $22,469 | | Benjamin Huston | 2023 | $3,623 | $14,750 | $782 | $— | $— | $19,155 | | | 2022 | $2,056 | $14,750 | $1,384 | $404 | $— | $18,594 | | | 2021 | $3,480 | $14,750 | $656 | $— | $— | $18,886 | | Daniel Gill | 2023 | $5,639 | $— | $1,071 | $— | $44,424 | $51,134 | | | 2022 | $3,081 | $— | $821 | $— | $— | $3,902 | | | 2021 | $6,960 | $11,250 | $661 | $— | $— | $18,871 | | Tom Taira | 2023 | $7,488 | $— | $— | $— | $— | $7,488 | | | 2022 | $4,050 | $— | $— | $— | $43,800 | $47,850 | | | 2021 | $6,960 | $— | $— | $— | $38,923 | $45,883 |

  30. SUMMARY COMPENSATION TABLE

    (i) Represents discretionary matching contributions under our 401(k) Plan. (ii) The incremental cost of the company car to us has been calculated based on the depreciation value of the vehicle. (iii) Represents the cost of company-paid cell phone and related service. (iv) Represents taxable wages for service award(s) received pursuant to the Company's Own the Road program, through which all employees receive gifts for certain tenure milestones with the Company. (v) Represents vacation payout of time accrued and unused at year end, paid out as required by California law.

  31. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  32. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated possible payouts under equity incentive plan awards(1) | | | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#)(3) | Exercise or base price of option awards ($/sh) | Grant date fair value of stock and option awards(4) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ernest Garcia III | 2/22/2023 | — | 106,182 | — | 99,549 | — | $— | $2,071,711 | | | 2/22/2023 | — | — | — | — | 500,000 | $10.07 | $3,470,000 | | Mark Jenkins | 2/22/2023 | — | 105,326 | — | 98,736 | — | $— | $2,054,904 | | | 2/22/2023 | — | — | — | — | 498,513 | $10.07 | $3,459,680 | | Benjamin Huston | 2/22/2023 | — | 105,326 | — | 98,736 | — | $— | $2,054,904 | | | 2/22/2023 | — | — | — | — | 498,513 | $10.07 | $3,459,680 | | Daniel Gill | 2/22/2023 | — | 94,179 | — | 88,292 | — | $— | $1,837,483 | | | 2/22/2023 | — | — | — | — | 445,786 | $10.07 | $3,093,755 | | Tom Taira | 2/22/2023 | — | 66,798 | — | 53,444 | — | $— | $1,210,837 | | | 2/22/2023 | — | — | — | — | 269,838 | $10.07 | $1,872,676 |

  33. GRANTS OF PLAN-BASED AWARDS

    (1) The amounts in these columns represent the number of shares that were issued for awards of the Adjusted EBITDA PSUs that vested on the filing of the Company's Quarterly Report on Form 10-Q on July 19, 2023, and the number of shares that would be issued for awards of PSUs under the Core Free Cash Flow PSUs if the performance metric is met, as more fully described above under "Compensation Discussion and Analysis—2023 Performance-Based Compensation." There are no threshold or maximum levels for the awards of PSUs. (2) The amounts in this column represent the number of shares that would be issued for awards of RSUs which are scheduled to vest 25% on April 1, 2024 and in 36 monthly installments thereafter, subject to the grantee's continued employment, as more fully described above under “Compensation Discussion and Analysis—Long Term Incentive Program.” (3) Represents awards of stock options which are scheduled to vest 25% on April 1, 2024 and in 36 monthly installments thereafter, subject to the grantee’s continued employment, as more fully described above under “Compensation Discussion and Analysis—Long Term Incentive Program.” (4) The amounts reported in this column represent the grant date fair value of the options, RSUs, and PSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

  34. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

  35. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying un-exercised options (#) exercisable | Number of securities underlying un-exercised options (#) un-exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | 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($)(1) | | Ernest Garcia III: | | | | | | | | | | Non-qualified stock options (2) | — | 500,000 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (3) | 20,410 | 28,574 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (4) | 12,029 | 6,015 | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (5) | 26,813 | 2,437 | $88.62 | 2/14/2030 | — | $— | — | $— | | Non-qualified stock options (6) | 64,426 | — | $38.00 | 2/25/2029 | — | $— | — | $— | | Non-qualified stock options (7) | 15,988 | — | $44.21 | 7/28/2028 | — | $— | — | $— | | Restricted stock units (8) | — | — | $— | | 99,549 | $5,270,124 | — | $— | | Restricted stock units (9) | — | — | $— | | 6,083 | $322,034 | — | $— | | Restricted stock units (10) | — | — | $— | | 1,208 | $63,952 | — | $— | | Performance stock units (11) | — | — | $— | | 513 | $27,158 | — | $— | | Performance stock units (12) | — | — | $— | | — | $— | 53,091 | $2,810,638 | | Mark Jenkins: | | | | | | | | | | Non-qualified stock options (2) | — | 498,513 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (3) | 20,245 | 28,343 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (4) | 11,791 | 5,896 | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (5) | 26,054 | 2,368 | $88.62 | 2/14/2030 | — | $— | — | $— | | Non-qualified stock options (6) | 53,506 | — | $38.00 | 2/25/2029 | — | $— | — | $— | | Non-qualified stock options (7) | 14,989 | — | $44.21 | 7/28/2028 | — | $— | — | $— | | Restricted stock units (8) | — | — | $— | | 98,736 | $5,227,084 | — | $— | | Restricted stock units (9) | — | — | $— | | 6,032 | $319,334 | — | $— | | Restricted stock units (10) | — | — | $— | | 1,185 | $62,734 | — | $— | | Performance stock units (11) | — | — | $— | | 499 | $26,417 | — | $— | | Performance stock units (12) | — | — | $— | | — | $— | 52,663 | $2,787,979 | | Benjamin Huston: | | | | | | | | | | Non-qualified stock options (2) | — | 498,513 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (3) | 20,245 | 28,343 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (4) | 11,791 | 5,896 | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (5) | 26,054 | 2,368 | $88.62 | 2/14/2030 | — | $— | — | $— |

  36. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | Non-qualified stock options (6) | 53,506 | — | $38.00 | 2/25/2029 | — | $— | — | $— | | Non-qualified stock options (7) | 14,989 | — | $44.21 | 7/28/2028 | — | $— | — | $— | | Restricted stock units (8) | — | — | $— | | 98,736 | $5,227,084 | — | $— | | Restricted stock units (9) | — | — | $— | | 6,032 | $319,334 | — | $— | | Restricted stock units (10) | — | — | $— | | 1,185 | $62,734 | — | $— | | Performance stock units (11) | — | — | $— | | 499 | $26,417 | — | $— | | Performance stock units (12) | — | — | $— | | — | $— | 52,663 | $2,787,979 | | Daniel Gill: | | | | | | | | | | Non-qualified stock options (2) | — | 445,786 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (3) | 18,102 | 25,343 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (4) | 10,600 | 5,300 | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (5) | 22,864 | 2,078 | $88.62 | 2/14/2030 | — | $— | — | $— | | Non-qualified stock options (6) | 46,954 | — | $38.00 | 2/25/2029 | — | $— | — | $— | | Non-qualified stock options (7) | 13,190 | — | $44.21 | 7/28/2028 | — | $— | — | $— | | Restricted stock units (8) | — | — | $— | | 88,292 | $4,674,178 | — | $— | | Restricted stock units (9) | — | — | $— | | 5,395 | $285,611 | — | $— | | Restricted stock units (10) | — | — | $— | | 1,065 | $56,381 | — | $— | | Performance stock units (11) | — | — | $— | | 438 | $23,188 | — | $— | | Performance stock units (12) | — | — | $— | | — | $— | 47,089 | $2,492,892 | | Tom Taira: | | | | | | | | | | Non-qualified stock options (2) | — | 269,838 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (3) | 11,178 | 15,650 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (4) | 6,649 | 3,324 | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (5) | 14,555 | 1,323 | $88.62 | 2/14/2030 | — | $— | — | $— | | Non-qualified stock options (6) | 27,667 | — | $38.00 | 2/25/2029 | — | $— | — | $— | | Non-qualified stock options (7) | 14,926 | — | $52.66 | 10/9/2028 | — | $— | — | $— | | Restricted stock units (8) | — | — | $— | | 53,444 | $2,829,325 | — | $— | | Restricted stock units (9) | — | — | $— | | 3,333 | $176,449 | — | $— | | Restricted stock units (10) | — | — | $— | | 668 | $35,364 | — | $— | | Performance stock units (11) | — | — | $— | | 279 | $14,770 | — | $— | | Performance stock units (12) | — | — | $— | | — | $— | 33,399 | $1,768,143 |

  37. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    (1) Amounts were determined based on the closing price of Carvana's Class A common stock on December 29, 2023 of $52.94. These values may not reflect the value actually realized by the NEOs upon vesting. (2) These stock options vest 25% on April 1, 2024, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (3) These stock options vested 25% on April 1, 2023, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (4) These stock options vested 25% on April 1, 2022, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (5) These stock options vested 25% on April 1, 2021, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (6) These stock options vested 25% on April 1, 2020, and the remaining amount vested in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (7) These stock options vested 25% on April 1, 2019, and the remaining amount vested in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (8) These RSUs vest 25% on April 1, 2024, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (9) These RSUs vested 25% on April 1, 2023, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (10) These RSUs vested 25% on April 1, 2022, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (11) These PSUs met the Performance Trigger on October 29, 2020 when Carvana filed its Quarterly Report on Form 10-Q for the third quarter of 2020 reflecting positive EBITDA. As a result, these PSUs vested 25% on April 1, 2021 and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (12) These PSUs vest on the date that Carvana files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K with the SEC reflecting positive Core Free Cash Flow (as defined above) for a fiscal quarter.

  38. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  39. OPTION EXERCISES AND STOCK VESTED

    | | Option awards | | Stock Awards(1) | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Ernest Garcia III | — | $— | 61,015 | $3,109,080 | | Mark Jenkins | — | $— | 60,296 | $3,081,299 | | Benjamin Huston | — | $— | 60,296 | $3,081,299 | | Daniel Gill | — | $— | 53,881 | $2,754,647 | | Tom Taira | — | $— | 37,672 | $1,943,309 |

  40. OPTION EXERCISES AND STOCK VESTED

    (1) The number of shares and values were determined based on the closing price of Carvana’s Class A common stock on each vesting date.

  41. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL As described in “Compensation Discussion and Analysis – Termination, Severance, and Change in Control Benefits” above, we do not have an employment or severance plan or agreement with any of our NEOs; however, our NEOs would be entitled to accelerated vesting of certain equity awards upon a change in control or the occurrence of an involuntary termination without cause within 24 months of a change in control, with values calculated based on the Company's closing stock price on December 31, 2023:

  42. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

    | Name | Accelerated Vesting on Change in Control (Without Termination) ($)(1) | Accelerated Vesting on an Involuntary Termination without Cause Within 24 Months of a Change in Control ($)(2) | | Ernest Garcia III | $2,126,066 | $27,118,268 | | Mark Jenkins | $2,108,927 | $27,006,821 | | Benjamin Huston | $2,108,927 | $27,006,821 | | Daniel Gill | $1,885,712 | $24,150,204 | | Tom Taira | $1,337,486 | $14,623,864 |

  43. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

    (1) Amounts in this column represent the value based on the Company's closing stock price as of December 31, 2023 of $52.94 and include the following: •The PSUs granted in 2023 would vest on a change in control of Carvana Co. in proportion to the progress made toward positive Core Free Cash Flow. Amounts in this column reflect the proportionate progress made as of December 31, 2023. (2) Amounts in this column represent the value based on the Company's closing stock price as of December 31, 2023, and include the following: •All outstanding unvested time-based RSUs granted in 2021, 2022, and 2023, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana. •All unvested stock options granted in 2023, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana. •All outstanding unvested PSUs granted in 2020, which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana. All unvested stock options from 2020, 2021, and 2022 would also become fully vested if the NEO or executive is involuntarily terminated without cause within 24 months of a change in control of Carvana. However, these amounts have not been included in the table above, because the stock options were out of the money as of December 31, 2023. Each NEO is required to comply with the restrictive covenants set forth in each NEO's individual equity award agreement, which includes post-employment confidentiality obligations for all NEOs, and post-employment non-solicitation, non-competition, and non-interference obligations for Messrs. Garcia, Jenkins, and Huston. Please see “Compensation Discussion and Analysis – Termination, Severance, and Change in Control Benefits” for a more detailed discussion regarding the acceleration and treatment of such equity awards.

  44. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. We use grants of time-based stock options and RSUs to incentivize our NEOs to increase the value of our enterprise for our stockholders, and additionally use PSUs to tie executive incentives to key metrics in the Company's operating plan and future success. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s philosophy aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  45. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(7) | Adjusted EBITDA(8) | | | | | | | Company Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,454,661 | $38,123,022 | $5,694,360 | $32,914,702 | $57.51 | $158.77 | $150 | $339 | | 2022 | $5,594,436 | $(10,103,013) | $5,017,181 | $(8,193,813) | $5.15 | $112.44 | $(2,894) | $(1,041) | | 2021 | $5,050,345 | $5,302,981 | $4,426,654 | $5,423,458 | $251.81 | $172.56 | $(287) | $64 | | 2020 | $2,594,444 | $17,561,656 | $2,317,078 | $19,654,210 | $260.23 | $145.48 | $(462) | $(222) |

  46. PAY VERSUS PERFORMANCE

    (1) Mr. Garcia was our Chief Executive Officer in all years in question. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Garcia for each corresponding year in the “Total” column of the Summary Compensation Table (the “SCT”). Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Garcia, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Garcia during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Garcia’s total compensation for each year to determine the compensation actually paid (all fair value amounts have been computed in accordance with FASB ASC Topic 718):

  47. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation “Actually Paid” to the CEO | 2023 | 2022 | 2021 | 2020 | | Total Compensation in the SCT | $6,454,661 | $5,594,436 | $5,050,345 | $2,594,444 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (2,071,711) | (1,318,099) | (1,073,181) | (545,811) | | Deduction for Amounts Reported under “Option Awards” Column in the SCT | (3,470,000) | (3,953,009) | (3,219,213) | (1,636,881) | | Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | 32,410,762 | 90,575 | 3,218,077 | 6,944,199 | | Increase for Fair Value of Awards Granted During Year that Vest During Year | 2,962,478 | — | — | — | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 1,517,897 | (5,322,028) | (547,408) | 7,741,448 | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 318,935 | (5,194,888) | 1,874,361 | 2,464,257 | | Compensation Actually Paid to the CEO | $38,123,022 | $(10,103,013) | $5,302,981 | $17,561,656 |

  48. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Garcia, who has served as our CEO since 2012) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Garcia) included for purposes of calculating the average amounts in each applicable year are as follows: Messrs. Jenkins, Huston, and Gill in all applicable years, Mr. Breaux in 2020, and Mr. Taira, who began serving as an NEO in 2021, for the years 2021, 2022, and 2023. All fair value amounts have been computed in accordance with FASB ASC Topic 718. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Garcia), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Garcia) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Garcia) for each year to determine the compensation actually paid (all fair value amounts have been computed in accordance with FASB ASC Topic 718):

  49. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation “Actually Paid” to Non-CEO NEOs | 2023 | 2022 | 2021 | 2020 | | Total Compensation in the SCT | $5,694,360 | $5,017,181 | $4,426,654 | $2,317,078 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (1,789,532) | (1,130,904) | (910,872) | (487,033) | | Deduction for Amounts Reported under “Option Awards” Column in the SCT | (2,971,448) | (3,378,284) | (2,731,755) | (1,460,713) | | Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | 27,783,053 | 77,402 | 2,730,942 | 6,196,743 | | Increase for Fair Value of Awards Granted During Year that Vest During Year | 2,592,119 | 3,789 | — | — | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 1,294,216 | (4,317,174) | (501,061) | 9,833,238 | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 311,934 | (4,465,823) | 2,409,550 | 3,254,897 | | Compensation Actually Paid to the Non-CEO NEOs | $32,914,702 | $(8,193,813) | $5,423,458 | $19,654,210 |

  50. PAY VERSUS PERFORMANCE

    (5) Cumulative Total Shareholder Return (“TSR”) is calculated based on a fixed investment of $100 at the measurement point, on the same cumulative basis as is used in Item 201(e) of Regulation S-K. (6) The dollar amounts reported in column (g) represent the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the Standard and Poor's 500 Retailing Index. The information reported for the years 2022, 2021, and 2020 reflect the correction of a clerical error in previously disclosed information. (7) The dollar amounts reported in column (h) represent the amount of net income (loss) attributable to Carvana and Class A common stockholders reflected in the Company’s audited financial statements for the applicable year. (8) Adjusted EBITDA is defined as net income plus income tax expense, interest expense, other (income) expense, net, depreciation and amortization in cost of sales and SG&A, goodwill impairment, all share-based compensation including the CEO Milestone Gift in cost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants and gain on debt extinguishment. Analysis of the Information Presented in the Pay versus Performance Table As discussed under the caption “Compensation Discussion and Analysis – Compensation Components,” an average of 84.4% of NEO compensation is tied to Carvana's stock performance in order to align the interests of Carvana’s management and its stockholders. This includes approximately 66.2% of NEO compensation granted in stock options and time-based RSUs, and a further 18.2% granted in PSUs tied to the achievement of financial metrics relating to goals in the Company's operating plan. NEO compensation is and has historically been highly performance based, in large part due to the variance in compensation actually paid based on the stock price, which is reflected in the Pay versus Performance chart above. The NEOs’ stock-based performance compensation is focused on long-term growth to enhance the long-term value of our equity. As shown in footnotes two and four above, this focus on stock price dependent compensation, combined with a long-term growth focus, has resulted in a large percentage of the value in the compensation actually paid being dependent on the change in fair value of equity awards from year to year. This is largely due to the grants of stock options and time-based RSUs to the CEO and other NEOs on a four-year vesting schedule, which render the yearly value of compensation actually paid highly responsive to changes in the Company’s stock performance. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  51. PAY VERSUS PERFORMANCE

    | Change in Compensation and Performance Metrics | | | | | Compensation and Performance Metrics | 2023 | 2022 | 2021 | | Compensation Actually Paid to CEO | 477% | (291)% | (70)% | | Compensation Actually Paid to Non-CEO NEOs | 502% | (251)% | (72)% | | Carvana Total Shareholder Return | 1,017% | (98)% | (3)% | | Peer Group Total Shareholder Return | 41% | (35)% | 19% | | Net Income | 105% | (908)% | 38% | | Adjusted EBITDA | 133% | (1,727)% | 129% |

  52. PAY VERSUS PERFORMANCE

    Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the table above, the amount of compensation actually paid to Mr. Garcia and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Garcia) is aligned with the changes to the Company’s cumulative TSR between 2020 and 2023, and in the relative performance of Carvana's TSR in relation to its peer group. The Company’s stock price and TSR declined in 2021 and 2022, which led to a decrease in compensation actually paid to all of the NEOs, and conversely, when the stock price and TSR increased in 2023, the NEOs' compensation actually paid showed a corresponding increase. Carvana’s TSR decreased slightly in relation to its peer group in 2021, and decreased more significantly in 2022, followed by an increase in TSR, in relation to its peer group in 2023. Due to the influence of stock price on the equity compensation granted to the NEOs, these trajectories are correlated to the yearly changes in compensation actually paid to our CEO and the other NEOs. Compensation Actually Paid and Net Income As discussed above, stock price is a very large driver for the value of executive compensation, and while we have not used net income as a performance measure in our executive compensation program, Adjusted EBITDA was used as performance measure in 2023, as further discussed below. As demonstrated by the table above, while net income increased in 2021, the amount of compensation actually paid to Mr. Garcia and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Garcia) decreased in 2021, largely due to fluctuations in stock price. However, the compensation actually paid to Mr. Garcia, as well as to the other NEOs, is somewhat aligned with our net income between 2021 and 2023. The decrease in net income from 2021 to 2022 is accompanied by a decrease in compensation actually paid, due to the stock price impact on equity compensation. The increase in net income from 2022 to 2023 is similarly aligned with an increase in compensation actually paid, due in part to an increase in the Company's stock price, and in part due to the vesting of the Adjusted EBITDA PSUs, which helped partially align executive compensation with net income levels. Additionally, the Company's net income in each of 2022 and 2023 was significantly impacted by one-time events associated with goodwill impairment and debt cancellation, respectively, which in each year caused net income to deviate more significantly from Adjusted EBITDA than in historical years. Compensation Actually Paid and Adjusted EBITDA Positive Adjusted EBITDA is one of the two financial measures that the Compensation and Nominating Committee has set as vesting criteria under our 2023 PSU grants. Approximately 9.1% of the NEOs' compensation in 2023 was granted in the form of PSUs tied to the achievement of positive Adjusted EBITDA, as reflected on a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K for a calendar quarter ending on or before December 31, 2023. Another 9.1% of NEO compensation was also granted in the form of PSUs tied to the achievement of positive Core Free Cash Flow, on a longer timeline than the Adjusted EBITDA PSUs, as the positive Core Free Cash Flow metric must be reflected on a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K for a calendar quarter ending on or before December 31, 2025. The Company achieved positive Adjusted EBITDA for the fiscal quarter ending June 30, 2023, resulting in the vesting of the Adjusted EBITDA PSUs. In the years prior to 2023, Adjusted EBITDA was not a metric used in setting executive compensation, and the alignment between compensation actually paid and Adjusted EBITDA in those years largely mirrors the alignment with net income discussed above, due to fluctuations in stock price. Tabular List of Carvana's most important metrics that link Compensation Actually Paid to the CEO and Other NEOs The following list represents the only financial metrics used by Carvana to link compensation actually paid to our NEOs with our financial performance in 2023: •Adjusted EBITDA •Core Free Cash Flow As disclosed above, Adjusted EBITDA was defined as net income (loss) plus income tax expense, interest expense, other (income) expense, net, depreciation and amortization in cost of sales and SG&A, goodwill impairment, all share-based compensation including the CEO Milestone Gift in cost of sales and SG&A, and restructuring costs, minus revenue related to our Root warrants. Core Free Cash Flow is defined as Adjusted EBITDA minus capital expenditures and interest expense. Other Performance Measures Finally, as a further tie between compensation actually paid and Company performance, Messrs. Garcia, Jenkins, Huston, and Gill volunteered to forego approximately 65% of their salaries in 2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. In addition, all of the NEOs in 2020 also waived portions of their base salaries in response to the COVID-19 pandemic, and approximately 49% of the NEOs' 2020 annual base salaries was contributed to our disaster relief program, the "We're All in This Together Fund". These voluntary measures further link the NEOs' compensation to the performance of the Company.

  53. CEO PAY RATIO

    CEO PAY RATIO The 2023 annual total compensation of our median-compensated employee other than Mr. Garcia was $41,693. We identified our median-compensated employee by calculating the annual salary of all our employees as of December 31, 2023, annualized for those who joined Carvana during the year. Mr. Garcia’s 2023 annual total compensation was $6,454,661, as disclosed in the “Summary Compensation Table” above. The ratio of our median-compensated employee to Mr. Garcia is 1-to-155.