Gregory Sullivan
CARVANAAbout Gregory Sullivan
Gregory Sullivan (age 66) is an independent Class II director of Carvana, serving since the IPO in 2017 and nominated to serve through the 2028 annual meeting. He is CEO and co-founder of Afar (since 2007) and previously held senior roles at DriveTime (President 1995–2004, CEO 1999–2004, Vice Chairman 2004–2007). He holds a B.B.A. in finance from the University of Notre Dame and a J.D. from the University of Virginia; the Board cites his senior management experience in automotive and media and designates him an audit committee financial expert. Independence has been affirmatively determined by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DriveTime Automotive Group, Inc. | President | 1995–2004 | Senior operational leadership in automotive retail; foundation for finance/retail expertise. |
| DriveTime Automotive Group, Inc. | CEO | 1999–2004 | Led company through growth in non-prime auto finance and retail. |
| DriveTime Automotive Group, Inc. | Vice Chairman | 2004–2007 | Strategic oversight; deep industry relationships. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Afar (travel media company) | Chief Executive Officer | 2007–present | Co-founder; media/technology operating experience. |
Board Governance
- Committee assignments and roles:
- Audit Committee: Member; designated “audit committee financial expert” by the Board.
- Compensation and Nominating Committee: Chair.
- Independence: Board affirmatively determined Sullivan is independent under NYSE and Exchange Act rules.
- Attendance and engagement:
- In 2024, the Board met 11 times; Audit Committee 7; Compensation & Nominating 4. Each director attended at least 90% of aggregate meetings and attended last year’s annual meeting.
- Board leadership:
- Lead Independent Director: Michael Maroone; independent director presides over executive sessions.
- Controlled company context: Carvana is a NYSE “controlled company” due to Garcia Parties’ voting control; the company currently does not rely on governance exemptions but may in future.
Fixed Compensation
| Component | Structure/Amount | Delivery | Dates | Notes |
|---|---|---|---|---|
| Annual cash retainer | $110,000 | Directors elected RSU in lieu of cash for Q2–Q4 2024 and Q1 2025 | Retainer RSUs granted Jan 25, 2024; vested immediately | Directors could choose RSUs or cash; all chose RSUs. |
| Committee chair fee | $25,000 (Compensation & Nominating Chair) | RSUs | Granted Jan 25, 2024; vested immediately | Included in Retainer RSUs; Sullivan’s target retainer value $150,000. |
| Committee membership fee | $15,000 (Audit Committee member) | RSUs | Granted Jan 25, 2024; vested immediately | Included in Retainer RSUs. |
| Retainer RSU grant | 4,286 RSUs | Equity | Grant date Jan 25, 2024; vests immediately; settles within 30 days | Target $150,000 at $35.00; grant date fair value $180,141 (stock at $42.03). |
| Annual RSU grant | 5,143 RSUs | Equity | Grant date Jan 25, 2024; vests May 1, 2025; settles within 30 days | Target $180,000 at $35.00; grant date fair value $216,160 (stock at $42.03). |
| Total 2024 director stock awards (reported) | $396,301 | Equity | FY 2024 | Sum of Retainer RSUs and Annual RSUs. |
Notes:
- All non-employee directors are reimbursed for reasonable meeting-related expenses.
- Director stock ownership guideline: 5× annual retainer ($550,000), compliance measured annually; all directors (including Sullivan) were in compliance as of the proxy date.
Performance Compensation
| Metric | Details |
|---|---|
| Not applicable | Carvana’s non-employee director compensation is retainer and RSU-based; no performance-based pay metrics are used for directors. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Sullivan in the proxy. |
| Compensation committee interlocks | In 2024, the Compensation and Nominating Committee members (including Sullivan) had no Item 404 related party relationships; no executive served on another company’s board/comp committee that interlocked with Carvana. |
Expertise & Qualifications
- Financial and governance credentials: Audit committee financial expert designation; experience overseeing compensation design and governance as committee chair.
- Industry, operating, and strategic experience: Senior leadership in automotive retail/finance (DriveTime) and media/technology (Afar).
- Education: B.B.A. (Finance), University of Notre Dame; J.D., University of Virginia.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (Class A) | 81,835 shares; less than 1% of Class A outstanding. |
| Directly owned Class A | 48,264 shares. |
| Options (exercisable within 60 days) | 28,428 shares. |
| RSUs (vesting within 60 days) | 5,143 shares. |
| Ownership guidelines | Non-employee directors must hold ≥$550,000 (5× $110,000 retainer); all directors in compliance. |
| Hedging/pledging | Company policy prohibits short sales/derivatives; restricts hedging and pledging without adequate alternative assets; applies to directors. |
| Pledged shares | None disclosed for Sullivan; policy limits such activity. |
Governance Assessment
- Positives:
- Independence affirmed; serves as chair of Compensation & Nominating and is an audit committee financial expert—enhancing committee effectiveness and oversight.
- Strong engagement: at least 90% attendance in 2024; participates in a board with executive sessions led by the Lead Independent Director.
- Ownership alignment: elected equity for retainers; annual RSUs; compliant with stock ownership guidelines; hedging/pledging restrictions reduce misalignment risk.
- Shareholder feedback climate: executive say‑on‑pay received 99.8% support in 2024, indicating broad investor approval of compensation governance (committee chaired by Sullivan).
- Risks and watch items:
- Controlled company status under NYSE rules due to Garcia Parties’ voting control—structural governance risk (entrenchment potential) irrespective of current independence composition.
- Historical ties: Sullivan’s prior senior roles at DriveTime, a related-party affiliate with extensive ongoing commercial arrangements with Carvana (leases, servicing, warranties, financing flows), may be perceived as a legacy connection; Board states Compensation Committee members had no Item 404 related party relationships in 2024. Monitor continued independence in approval of related-party transactions.
- Officer exculpation proposal (Item 4) expands protections for certain officers; while not directly about directors, it reflects a broader risk posture that investors may scrutinize for accountability trade-offs.
Overall, Sullivan brings deep industry and financial oversight credentials, chairs the compensation/governance function, and maintains strong attendance and equity alignment. The key governance sensitivity is the controlled company context and legacy DriveTime ties, mitigated by formal independence determinations and structured related-party review policies.