Benjamin Huston
CARVANAAbout Benjamin Huston
Benjamin Huston is Carvana’s co-founder and Chief Operating Officer (COO), serving since the company’s inception in 2012. He holds a J.D. from Harvard Law School and a B.A. in American studies from Stanford University . In 2024, Carvana delivered record profitability and growth: net income of $404 million, Adjusted EBITDA of $1.378 billion, and retail units up 33% to 416,348; five-year TSR measured at 120.9% in the proxy’s pay-versus-performance discussion, underscoring strong value creation through the most recent cycle . Executive compensation design is heavily at-risk and equity-based, with PSUs tied to multi-year operating milestones (Adjusted EBITDA and retail units) to align pay with performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Looterang | Co-founder & CEO | 2011–2012 | Built a card-linking platform enabling personalized deals administered through consumer credit/debit cards . |
| Latham & Watkins LLP | Associate (regulatory) | 2008–2011 | Focused on regulatory affairs—relevant for scaling auto retail/finance operations with compliance rigor . |
External Roles
- None disclosed in the proxy (no public company directorships or external committee roles listed) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Base Salary ($) | $923,000 | $923,000 | $923,000 |
| Salary Paid (SCT) ($) | $321,894 (voluntary waiver noted) | $905,423 (voluntary waiver noted) | $923,000 |
| Target Bonus % | Not disclosed (no cash bonus plan disclosed) | ||
| Actual Cash Bonus Paid | — (none disclosed in SCT) | ||
| All Other Compensation ($) | $18,594 | $19,155 | $17,124 |
Notes: The Compensation & Nominating Committee maintained 2024 base salaries at 2023 target levels to increase the at-risk, performance-based equity mix; no discretionary or guaranteed incentive payments and no excise-tax gross‑ups per program design .
Performance Compensation
2024 Long-Term Incentives (Time- and Performance-based)
- Mix: Options (~43.6% of total direct comp; 75% of LTI), RSUs (~14.5% of total; 25% of LTI), PSUs (separate performance program). Vesting for time-based awards: 25% on Apr 1, 2025, then monthly over 36 months, subject to continued service .
- At-risk orientation: On average, ~88.1% of NEO target compensation at risk via equity tied to stock performance and PSUs tied to operational metrics .
| Award Type | Grant Date | Quantity | Target Value ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | Jan 24, 2024 & Feb 13, 2024 | 96,937 @ $42.03 + 36,795 @ $51.97 (total 133,732) | $3,392,783 | $5,075,873 | 25% 4/1/2025; remainder monthly x36 |
| Time-based RSUs | Jan 24, 2024 | 32,312 | $1,130,928 | $1,471,488 | 25% 4/1/2025; remainder monthly x36 |
2024 PSUs (three equally weighted milestones)
| Metric | Weighting | Target / Condition | Status | Payout (Huston PSUs) | Vesting Trigger |
|---|---|---|---|---|---|
| Adjusted EBITDA (TTM > $1B) | 33.3% | Trailing 4Q Adjusted EBITDA ≥ $1B | Achieved | 22,231 PSUs vested | Filed Q3’24 10-Q on 10/30/2024 |
| Retail Units (TTM ≥ 600k) + $1B Adj. EBITDA | 33.3% | Achieve 600k retail vehicles on TTM basis simultaneously with/after EBITDA condition | Not yet vested | 22,231 PSUs target | Upon filing meeting condition |
| Retail Units (TTM ≥ 1M) + $1B Adj. EBITDA | 33.3% | Achieve 1M retail vehicles on TTM basis simultaneously with/after EBITDA condition | Not yet vested | 22,231 PSUs target | Upon filing meeting condition |
2023 PSUs: EBITDA and Core Free Cash Flow tranches granted in 2023 have fully vested (positive Adjusted EBITDA (2Q23 10-Q filed 7/19/2023) and positive Core FCF (1Q24 10-Q filed 5/1/2024))—important context for pay-for-performance continuity .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 10, 2025)
| Holder | Class A Shares | % of Class A | Components / Notes |
|---|---|---|---|
| Benjamin Huston (COO) | 1,167,374 | * (<1%) | 127,850 direct; 578,236 in exchangeable vested Class B Units (assumed $171.61 ref. for count disclosure); 447,918 vested/options vesting within 60 days; 13,370 RSUs vesting within 60 days . |
No pledged shares disclosed for Huston in the beneficial ownership footnotes; Company policy prohibits hedging and generally prohibits pledging absent adequate assurance of other assets to satisfy any loan, with pre-approval requirements .
Outstanding Equity (12/31/2024)
- Unvested RSUs: 32,312 (2024 grant); 57,596 (2023); 3,447 (2022); 296 (2021) .
- Unvested PSUs: 22,231 (600k vehicles) and 22,231 (1M vehicles) tranches unvested (Adjusted EBITDA tranche vested in 2024) .
- Options (selected tranches):
- 96,937 unexercisable @ $42.03, exp. 1/24/2034; 36,795 unexercisable @ $51.97, exp. 2/13/2034 .
- 290,799 unexercisable @ $10.07, exp. 2/23/2033; 16,196 unexercisable @ $126.40, exp. 2/21/2032; 1,474 unexercisable @ $296.05, exp. 2/14/2031 .
- Multiple earlier tranches exercisable at strikes $38.00, $44.21, $88.62 with remaining lives into 2028–2030 .
- 2024 vesting/transactions: 120,007 shares from RSU/PSU vesting in 2024; zero option exercises by Huston in 2024 (potential future exercise overhang remains) .
At the 12/31/2024 year-end stock price reference of $203.36 used in the proxy’s equity valuation tables, several option tranches carry substantial intrinsic value (qualitative alignment signal; Company did not disclose per-tranche intrinsic values) .
Employment Terms
| Term | Details |
|---|---|
| Start date / tenure | Co-founded Carvana; COO since inception in 2012 . |
| Employment/severance agreements | None; Company has no employment or severance agreements with NEOs . |
| Change-in-control (CIC) | Double-trigger equity acceleration: if involuntary termination without cause within 24 months post‑CIC, all unvested options, RSUs and PSUs become fully vested . Estimated value for Huston at 12/31/2024 price: $106,750,884 . |
| Non-compete / Non-solicit | Non-compete during employment and 18 months post-termination; non-solicit/interference during employment and 12 months post-termination . |
| Clawback | Revised policy effective July 25, 2023; recovery of erroneously awarded incentive-based compensation upon certain restatements as required by SEC/NYSE . |
| Hedging/pledging | Prohibited hedging; pledging disallowed absent adequate alternative assets and approvals (policy-based controls) . |
Compensation Structure and Peer Benchmarking
- Program design: Heavy weight on long-term equity; options and RSUs on 4-year schedules; PSUs tied to Adjusted EBITDA and scaled retail unit goals (no discretionary/guaranteed bonuses; no option repricing without shareholder consent; no excise-tax gross-ups) .
- 2024 peer group (for benchmarking): AutoNation; CarMax; Chewy; DoorDash; Lyft; Zillow; Genuine Parts; Lithia Motors; Opendoor; Uber; Penske Automotive; eBay; Wayfair; Expedia .
- Say-on-pay: 2024 advisory vote received >99.8% “For,” indicating broad shareholder support of NEO pay programs .
Related Party Transactions (governance consideration)
- Family employment: Laura Huston (sister-in-law of Benjamin Huston) employed as Senior Counsel; 2024 salary $213,837; equity awards totaling ~$30,047 over four years (Company states compensation set by role/experience) .
Performance & Track Record (context for pay-for-performance)
| Metric | 2024 Result |
|---|---|
| Net Income ($mm) | $404 |
| Adjusted EBITDA ($mm) | $1,378 |
| Retail Units Sold | 416,348; +33% YoY |
| Five-year TSR | 120.9% (per pay-versus-performance discussion) |
Risk Indicators & Trading Signals
- Insider selling pressure: Huston had zero option exercises in 2024 but 120,007 shares vested via RSUs/PSUs—potential periodic selling related to tax withholding/portfolio management as additional tranches vest (monitor upcoming 4/1/2025 25% cliff and monthly vesting thereafter) .
- Equity overhang: Significant unvested RSUs/PSUs and large option grants with multi-year tails; double-trigger CIC acceleration magnifies sensitivity to M&A outcomes .
- Alignment safeguards: Strong clawback; anti-hedging; tight pledging controls; equity-heavy pay mix; PSUs tied to objective, multi-period profitability and scale metrics .
Investment Implications
- High alignment, rising vesting cadence: Huston’s compensation is predominantly equity-based with explicit, scaled performance hurdles (Adjusted EBITDA and retail units), reinforcing focus on profitable growth; near-term vesting (4/1/2025 + monthly) can add technical supply as awards settle .
- Retention risk is mitigated by substantial unvested equity and post-termination restrictive covenants (18-month non-compete/12-month non-solicit), though there is no cash severance safety net—key retention lever is equity value trajectory and vesting continuation .
- M&A/CIC sensitivity: Double-trigger acceleration yields large realizable value on termination post‑CIC (>$106.7m for Huston at 12/31/2024 stock price reference), creating motivation to deliver premium outcomes yet also increasing dilution/overhang considerations in deal scenarios .
- Governance watchpoints: Controlled company dynamics and related-party ecosystem (DriveTime) remain ongoing background risks; limited red flags tied specifically to Huston beyond a disclosed family employment relationship with modest compensation .