Ira Platt
CARVANAAbout Ira Platt
Independent director since Carvana’s 2017 IPO; age 61 as of March 10, 2025; Audit Committee Chair and Compensation & Nominating Committee member. Background spans specialty finance investing and non‑prime auto finance: President, Georgiana Ventures (since 2009), prior President 221 Capital Partners (2009–2013), Portfolio Manager Rosemont TALF Opportunity Fund (2009–2011), MD/Head of Principal & Distressed Capital at RBS Greenwich Capital (1997–2009), EVP at Aegis Consumer Funding Group (1991–1997). Education: BA (Emory, 1985) and MBA (Duke—Fuqua) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgiana Ventures, LLC | President | 2009–present | Specialty finance capital provider; portfolio acquisitions; consulting |
| 221 Capital Partners, LLC | President | 2009–2013 | Advisory services (specialty finance) |
| Rosemont TALF Opportunity Fund | Portfolio Manager | 2009–2011 | Asset‑backed securities investing |
| RBS Greenwich Capital | MD; Head, Principal & Distressed Capital | 1997–2009 | Fixed income bank unit of RBS Group |
| Aegis Consumer Funding Group | Executive Vice President | 1991–1997 | Non‑prime auto finance public company |
| Carvana Co. | Director (Class I) | 2017–present | Audit Chair; Comp & Nom Committee member; financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DriveTime Automotive Group, Inc. (private) | Director | Feb 2014–Apr 2017 | Pre‑IPO board; Carvana has ongoing related‑party arrangements with DriveTime |
No other public company directorships disclosed .
Board Governance
- Independence: Board affirmatively determined Platt is independent; qualifies as Audit Committee Financial Expert .
- Committee assignments: Audit Committee (Chair); Compensation & Nominating Committee (member) .
- Attendance: In 2024, each director attended at least 90% of aggregate Board/committee meetings; Board held 11, Audit 7, Comp & Nom 4 . In 2023, each director attended at least 94%; Board 17, Audit 9, Comp & Nom 4 .
- Years of service: Director since 2017; current Class I term expires 2027 .
- Controlled company: Garcia Parties hold >50% voting power; Carvana eligible for NYSE exemptions (not currently used), a governance risk factor .
- Executive sessions: Periodic sessions of independent directors; Lead Director presides (Michael Maroone) .
Fixed Compensation
Director pay is cash retainers and time-based RSUs; committee chair/member/lead fees per structure.
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash/retainer fees | $37,500 | Retainers elected as RSUs; target $150,000 value | 2024 retainer choice in RSUs for Q2’24–Q1’25; prior Q1’24 retainer covered by 2023 grant |
| Stock awards (total) | $297,810 | $396,301 | FASB ASC 718 grant-date values |
| Annual RSU grant | 19,956 RSUs; vests 100% on May 1, 2024 | 5,143 RSUs; vests 100% on May 1, 2025 | Annual director equity |
| Retainer RSU grant (chair/member fees + annual retainer) | 16,630 RSUs (target $150,000; granted Apr 21, 2023; vested on grant) | 4,286 RSUs (target $150,000; granted Jan 25, 2024; vested on grant) | Audit Chair + Comp & Nom member retainers embedded |
Non‑employee director compensation structure: annual cash retainer $110,000; committee chair $25,000 (Audit and Comp & Nom); non‑chair member $15,000; Lead Director $25,000; annual RSU grant with target $180,000; directors may elect retainers in RSUs .
Performance Compensation
- No performance-based pay disclosed for non‑employee directors; director awards are time-based RSUs and retainer RSUs .
Carvana executive PSU metrics (context; directors not subject):
| Metric | Design | Status |
|---|---|---|
| Adjusted EBITDA ≥ $1B (rolling 4Q) | 33.3% of 2024 PSUs vest upon filing reflecting >$1B Adjusted EBITDA | Vested Oct 30, 2024 (Q3 10‑Q filing) |
| Retail units sold 600,000 + ≥$1B Adj. EBITDA | 33.3% of 2024 PSUs | Not vested as of proxy |
| Retail units sold 1,000,000 + ≥$1B Adj. EBITDA | 33.3% of 2024 PSUs | Not vested as of proxy |
| 2023 PSUs: Positive Adjusted EBITDA (quarter) | 50% of 2023 PSUs | Vested July 19, 2023 (Q2 10‑Q filing) |
| 2023 PSUs: Positive Core Free Cash Flow (quarter) | 50% of 2023 PSUs | Vested May 1, 2024 (Q1 10‑Q filing) |
Other Directorships & Interlocks
| Entity | Nature | Implication |
|---|---|---|
| DriveTime Automotive Group, Inc. | Former director (2014–2017) | Historic linkage to entity with substantial related-party transactions may raise perceived conflict risk, though Board affirms independence |
Selected DriveTime related‑party flows highlighting magnitude:
- VSC commissions administered by DriveTime: $193 million in 2024 .
- DriveTime servicing revenues: $87.1 million under MPSA in 2024; $84.5 million under securitization transfer agreements in 2024 .
- DriveTime purchases/sales via wholesale platforms: $11.3 million revenue in 2024; separate wholesale vehicle purchases $12.2 million revenue .
- Lease and services: Winder, GA IRC lease ~$1.5 million (extended to 2030); Houston vending machine guarantee ~$0.3 million; office leases ~$0.8 million .
- Aircraft time sharing reimbursements: ~$0.7 million in 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert (Item 407(d)(5)); deep finance, ABS/TALF, distressed investing credentials .
- Automotive retail/finance experience (Aegis Consumer Funding, DriveTime exposure via prior board role) .
- Education: BA (Emory), MBA (Duke—Fuqua) .
Equity Ownership
| Category | Shares/Units | Detail |
|---|---|---|
| Beneficial ownership (Class A) | 164,035 | Includes 25,615 directly; 850 jointly with parents; 40,000 Platt Family 2024 Irrevocable Trust; 24,999 Ira J. Platt Revocable Trust; 36,500 Class B Units exchangeable; 30,928 vested options; 5,143 RSUs vesting within 60 days; “*” <1% of Class A outstanding |
| Ownership guideline | Required ≥$550,000 FMV (5×$110k retainer); all directors compliant as of proxy date | |
| Pledging/hedging | Policy prohibits hedging and pledging without adequate assurance of other assets; insider trading restrictions apply |
Governance Assessment
-
Strengths:
- Independent director; Audit Chair; designated financial expert; strong attendance; contributes to rigorous audit oversight (Audit Committee Report signed by Platt as Chair) .
- Director ownership guidelines met; compensation paid largely in equity, enhancing alignment .
- Compensation & Nominating Committee uses independent consultant (Korn Ferry); no interlocks; clawback policy in place .
-
Risks / RED FLAGS:
- Controlled company status with Garcia Parties (>50% voting power) can constrain minority shareholder protections .
- Extensive related‑party dealings with DriveTime (leases, servicing, warranties, platform transactions); prior DriveTime board service by Platt may create perceived conflict risk even though Board determined independence annually .
- Officer exculpation charter amendment up for stockholder approval (governance optics); Board recommends FOR .
-
Signals:
- Director compensation shifted to equity elections (retainers in RSUs), increasing at‑risk, stock‑linked pay for directors .
- High say‑on‑pay support (99.8% For in 2024), indicating investor satisfaction with compensation governance .
Appendices
Committee Assignments and Attendance
| Committee | Role | 2024 Attendance Note |
|---|---|---|
| Audit Committee | Chair | Audit met 7×; each director ≥90% across Board/committees |
| Compensation & Nominating Committee | Member | Met 4×; each director ≥90% across Board/committees |
Director Compensation Structure (Reference)
| Description | Amount |
|---|---|
| Annual Retainer | $110,000 |
| Audit/Comp & Nom Chair Retainer | $25,000 |
| Audit/Comp & Nom Member Retainer | $15,000 |
| Lead Director Retainer | $25,000 |
| Annual RSU Grant | Target $180,000; single‑tranche vest following May 1 next year |