Daniel Gill
CARVANAAbout Daniel Gill
Daniel Gill, age 42, is Carvana’s Chief Product Officer (CPO), serving since March 2015. He oversees all technology functions and strategic partnerships; prior roles include co-founding Huddler (CEO, 2007–2014) and go-to-market at Integration Appliance (INTA). Education: B.S., Stanford University . Business performance context: 2024 net income $404 million, Adjusted EBITDA $1.378 billion, retail units sold 416,348; five-year TSR of 120.9% vs peers, reflecting improved profitability and growth execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huddler (acquired by Fandom) | Co‑Founder & CEO | 2007–2014 | Built consumer internet community platform to exit; leadership in product and monetization |
| Integration Appliance (INTA) | Go‑to‑market | Not disclosed | Enterprise software commercialization experience |
External Roles
No external public-company directorships or committee roles disclosed for Daniel Gill in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | $825,000 | Base maintained at 2023 levels; shift toward performance-based equity |
| 2023 | $825,000 (approved; some voluntary waiver applied in 2022–23 period) | Executives voluntarily waived portions of salary in 2022–23; see footnote details |
| 2022 | $825,000 (approved; voluntary waiver applied) | 2022 partial waiver to fund severance for workforce reduction |
Performance Compensation
2024 Performance PSUs (Gill)
| Metric | Weighting | Target Definition | Actual | Payout (Shares) | Vesting Trigger/Date |
|---|---|---|---|---|---|
| Adjusted EBITDA (rolling 4Q ≥ $1B) | 33.3% | Rolling four-quarter Adjusted EBITDA ≥ $1B | Achieved | 19,879 PSUs | Vested on Form 10‑Q filing 10/30/2024 |
| Retail Units Sold: 600,000 + ≥$1B Adj. EBITDA | 33.3% | 600k retail vehicles on rolling 4Q, with or after EBITDA condition | Not yet achieved | 19,879 PSUs (unvested) | Vests upon future filing if threshold met |
| Retail Units Sold: 1,000,000 + ≥$1B Adj. EBITDA | 33.3% | 1 million retail vehicles on rolling 4Q, with or after EBITDA condition | Not yet achieved | 19,879 PSUs (unvested) | Vests upon future filing if threshold met |
Notes:
- 2023 PSUs: Positive Adjusted EBITDA (vested 7/19/2023) and positive Core Free Cash Flow (vested 5/1/2024) for NEOs; program design change added PSUs to align incentives with profitable growth .
- Company highlights: 2024 Adjusted EBITDA $1.378B; margin 10.1%; retail units +33% YoY .
Time‑based Equity and Stock Options (LTI)
| Instrument | Grant Date | Quantity | Target Value | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs (2024 annual) | 1/24/2024 | 28,895 | $1,011,313 | $1,315,878 | 25% on 4/1/2025; then 36 monthly installments |
| Stock Options (2024 tranche 1) | 1/24/2024 | 86,684 | — | $3,109,355 | 25% on 4/1/2025; then 36 monthly installments |
| Stock Options (2024 tranche 2) | 2/13/2024 | 32,904 | — | $1,429,679 | 25% on 4/1/2025; then 36 monthly installments |
Option exercise prices and expirations (Gill):
- 86,684 options at $42.03, expire 1/24/2034
- 32,904 options at $51.97, expire 2/13/2034
2024 Summary Compensation (Gill)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $825,000 | $4,031,747 | $4,539,034 | $51,306 | $9,447,087 |
| 2023 | $809,265 | $1,837,483 | $3,093,755 | $51,134 | $5,791,637 |
| 2022 | $286,968 | $1,173,628 | $3,506,012 | $3,902 | $4,970,510 |
2024 vesting/realizations:
- Shares vested: 107,305, value realized $12,908,998
- Option exercises: 0
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Class A shares beneficially owned | 684,496 (<1% of Class A) |
| Direct Class A shares | 111,225 |
| Shares issuable from vested Class B Units (as-exchanged) | 162,271 (based on assumed price per footnote) |
| Shares issuable upon exercise of vested options (or vesting within 60 days) | 399,044 |
| RSUs vesting within 60 days | 11,956 |
| Unvested RSUs (to vest per schedules) | 28,895 (2024 grant); 51,504 (2023); 3,083 (2022); 266 (2021) |
| Unearned PSUs outstanding | 19,879 (600k vehicles); 19,879 (1M vehicles) |
| Options outstanding (select tranches) | 86,684 ($42.03, 2034); 32,904 ($51.97, 2034); plus earlier grants with mixed exercisability |
Trading/pledging policy:
- Company prohibits short sales, hedging, and pledging of company stock absent adequate alternative collateral; covered persons must obtain pre-approval for certain transactions .
- No pledging disclosures for Gill in beneficial ownership footnotes .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | None; Carvana does not have executive employment/severance agreements |
| Change‑in‑control | Double trigger: if involuntary termination without cause within 24 months post‑CIC, all unvested options/RSUs/PSUs accelerate |
| Estimated CIC acceleration value (12/31/2024) | $95,460,299 (based on $203.36 stock price) |
| Restrictive covenants | Confidentiality for all NEOs; non‑compete/non‑solicit apply to Garcia, Jenkins, Huston, Breaux (Gill not listed) |
| Clawback policy | Revised 7/25/2023; recovery of erroneously awarded incentive compensation upon certain restatements per SEC/NYSE rules |
| Hedging/pledging | Prohibited hedging; pledging restricted; insider trading policy enforced |
Investment Implications
- Alignment: Gill’s pay is overwhelmingly equity-based with multi-year vesting and explicit performance PSUs tied to Adjusted EBITDA and scaled unit growth, strengthening pay-for-performance alignment during Carvana’s profitability inflection .
- Near-term supply/vesting: 2024 RSUs and 2024 options begin vesting 25% on April 1, 2025 with monthly vest thereafter, and 2024 PSUs for unit thresholds remain unvested; 2024 realized vest value was substantial ($12.9M), indicating periodic settlement-driven liquidity needs could create insider selling windows around vest dates .
- Retention/elasticity: No employment agreement and Gill is not listed under non-compete/non-solicit covenants, reducing legal frictions to exit versus peers; however, substantial unvested equity and CIC double-trigger acceleration provide retention levers and event-driven optionality .
- Governance/controls: Robust clawback and strict hedging/pledging restrictions mitigate misalignment risk; say-on-pay support was 99.8% in 2024, signaling investor acceptance of the equity-heavy, performance-linked design .
- Execution backdrop: 2024 performance metrics (record Adjusted EBITDA, net income, unit growth and five‑year TSR) underpin PSU achievement and support confidence in Gill’s product/technology leadership during scaling .