Dan Quayle
CARVANAAbout Dan Quayle
Independent Class II director at Carvana since the 2017 IPO; age 78 as of March 10, 2025; standing for re‑election to a term expiring at the 2028 annual meeting . Former 44th Vice President of the United States (1989–1993); previously served as U.S. Congressman and Senator; currently Chairman of Cerberus Global Investments, LLC (with Cerberus since 1999; Chairman since 2001). Education: B.A. (DePauw University); J.D. (Indiana University Robert H. McKinney School of Law) . The Board affirms his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Government | 44th Vice President of the United States | 1989–1993 | Government, foreign relations, geopolitical perspective |
| United States Congress | Congressman; Senator | Not disclosed | Legislative/government experience |
| Carvana Co. | Director (Class II) | 2017–present | Member, Compensation & Nominating Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cerberus Global Investments, LLC (Cerberus Capital) | Chairman | Since 2001 (with Cerberus since 1999) | Private investment firm; experience cited for geopolitical and macroeconomic insights |
Board Governance
- Committee assignments: Compensation & Nominating Committee member; not a chair; not on the Audit Committee .
- Independence: Board determined all non‑employee directors, including Quayle, are independent under NYSE criteria .
- Attendance: In 2024, each director attended at least 90% of Board and applicable committee meetings (Board met 11x; Audit 7x; Compensation & Nominating 4x). All directors attended the prior annual meeting . In 2023, each director attended at least 94% (Board 17x; Audit 9x; Compensation & Nominating 4x) .
- Lead independent director: Michael Maroone serves as Lead Director and presides over executive sessions of independent directors .
- Controlled company: Carvana is a NYSE “controlled company” (Garcia Parties hold >50% voting power); the Board notes eligibility for governance exemptions though it does not currently rely on them .
- Compensation committee interlocks: None; no related‑party relationships reportable for committee members (including Quayle) in 2024 and 2023 .
- Shareholder sentiment: Say‑on‑pay received >99.8% support at the 2024 annual meeting (covering 2023 compensation) . 2025 proxy includes a shareholder proposal for simple majority voting; Board recommends “AGAINST” .
Fixed Compensation
Non‑employee director pay structure (as of Dec 31, 2024): $110,000 annual retainer; additional retainers: $25,000 (committee chair), $15,000 (committee member), $25,000 (Lead Director); Annual RSU grant with $180,000 target value vesting 100% on May 1 of the following year .
| Year | Annual Retainer (form) | Committee/Lead Fees (form) | Annual RSU Grant (shares; value) | Retainer RSU Grant (shares; value) | Total |
|---|---|---|---|---|---|
| 2024 (FY) | Elected RSUs | Elected RSUs | 5,143 RSUs; $216,160 (granted 1/25/2024; vests 5/1/2025) | 3,572 RSUs; $150,131 (granted 1/25/2024; vested immediately) | $366,291 (stock awards total) |
| 2023 (FY) | $31,250 cash (Q1 only) | Included in RSUs | 19,956 RSUs; $162,442 (granted 4/21/2023; vested 5/1/2024) | 13,859 RSUs; $112,812 (granted 4/21/2023; vested immediately) | $306,504 (cash + stock) |
Notes:
- In 2024, all directors elected to receive Q2’24–Q1’25 retainers in RSUs; retainer RSUs vested immediately at grant .
- Stock ownership guideline: 5× annual retainer ($550,000) within five years; all directors in compliance as of the proxy date .
Performance Compensation
| Component | Presence | Metrics/Terms |
|---|---|---|
| Annual cash bonus | None disclosed for directors | N/A (director pay is retainer + equity) |
| Performance‑based equity (PSUs) | None for directors | Annual director equity is time‑based RSUs; no performance metrics indicated |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Proxy biography lists Cerberus role; no other public company directorships disclosed . |
| Compensation Committee Interlocks | — | — | Company states no interlocks/insider participation for 2024 and 2023 . |
Expertise & Qualifications
- Governance/strategy: Senior leadership experience; Chairman at Cerberus Global Investments since 2001 .
- Government & foreign relations: Former U.S. Vice President (1989–1993); prior service in Congress and Senate; valued for geopolitical/macro insights .
- Education: B.A. (DePauw), J.D. (Indiana Univ. Robert H. McKinney School of Law) .
- Audit committee financial expert designation: Not designated; Audit Committee “financial expert” designations are Messrs. Platt and Sullivan .
Equity Ownership
| Holder | Class A Shares (beneficial) | Ownership % (Class A) | Breakdown |
|---|---|---|---|
| Dan Quayle | 76,620 | <1% | 35,749 direct; 12,500 James D. Quayle 2000 Irrevocable Trust; 23,228 shares issuable upon exercise of vested options; 5,143 RSUs scheduled to vest within 60 days of March 10, 2025 . |
Additional alignment/policy points:
- Stock ownership guidelines: Directors required to hold ≥$550,000 in Company stock; in compliance as of proxy date .
- Hedging/pledging: Company policy prohibits hedging and certain pledging of Company stock (with limited pre‑approval/asset assurance for pledging); no pledging disclosed for Quayle in the proxy .
Governance Assessment
- Board effectiveness and engagement: Strong attendance (≥90% in 2024; ≥94% in 2023) supports active participation. Quayle contributes through Compensation & Nominating oversight; independence affirmed under NYSE rules .
- Alignment and pay structure: Director pay is equity‑heavy (retainer and annual grants in RSUs), directly aligning with shareholder outcomes; no performance bonuses mitigate risk of short‑term incentives for directors .
- Conflicts/related parties: No Item 404 related‑party relationships disclosed for Quayle; compensation committee interlocks absent; independence reiterated . His Cerberus role is disclosed; no transactions with Cerberus are reported in related‑party sections -.
- Structural risk: Carvana’s “controlled company” status (Garcia Parties) concentrates voting power, potentially limiting the practical influence of independent directors; a shareholder proposal seeks simple majority voting, which the Board opposes, highlighting ongoing governance debate .
- Investor sentiment: Say‑on‑pay support >99.8% in 2024 indicates broad approval of compensation governance, albeit focused on executives rather than directors .
RED FLAGS: None specific to Quayle identified in the proxy (no related‑party ties, no attendance issues, no pay anomalies). Macro governance considerations include controlled company status and resistance to adopting simple majority voting .
Notes on Insider Trades
- The DEF 14A does not enumerate Form 4 activity. Form 4 filings (if any) are separate SEC submissions; not summarized in the proxy. If you’d like, I can retrieve recent Form 4s for Dan Quayle to populate an insider-trades table. - (proxy sections do not include Form 4 data).