Mark Jenkins
CARVANAAbout Mark Jenkins
Mark Jenkins, 46, has served as Carvana’s Chief Financial Officer since July 2014. He holds a Ph.D. in Economics from Stanford and a B.S.E. from Duke, and previously taught corporate restructuring and leveraged finance at Wharton (2009–2014) with research focused on consumer and corporate credit markets . Carvana’s 2024 performance during his tenure included net income of $404 million, Adjusted EBITDA of $1.378 billion, retail units sold of 416,348 (+33% YoY), and a five-year TSR of 120.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carvana Co. | Chief Financial Officer | 2014–present | CFO since July 2014 |
| The Wharton School, Univ. of Pennsylvania | Professor (Finance) | 2009–2014 | Taught corporate restructuring, corporate credit, leveraged finance; research on consumer/corporate credit markets |
| The Brattle Group | Consultant | 2001–2004 | Corporate valuation and technology demand forecasting |
External Roles
- No public company directorships or external board roles disclosed for Jenkins .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $923,000 | $923,000 | $923,000 |
| Perquisites/Other ($) | $21,107 (401k $2,056; car $18,500; phone $551) | $21,682 (401k $2,558; car $18,500; phone $624) | $14,277 (401k $2,556; car $11,122; phone $599) |
Notes:
- No separate annual cash bonus program is described; total comp is primarily salary plus equity (time-based RSUs, options, and PSUs) .
Performance Compensation
2024 Performance Share Units (PSUs) – design and status
| Metric (equal weighting) | Grant (shares) | Target Definition | Status/Payout | Vesting Trigger |
|---|---|---|---|---|
| Adjusted EBITDA | 22,231 | Trailing 4Q Adjusted EBITDA ≥ $1B | Vested 100% | Upon filing Q3’24 10-Q (Oct 30, 2024) |
| Retail Units Sold (600,000) + ≥$1B Adj. EBITDA | 22,231 | Trailing 4Q retail units ≥600k and simultaneous/after Adj. EBITDA criterion | Not vested as of proxy date | Upon periodic filing meeting conditions |
| Retail Units Sold (1,000,000) + ≥$1B Adj. EBITDA | 22,231 | Trailing 4Q retail units ≥1,000k and simultaneous/after Adj. EBITDA criterion | Not vested as of proxy date | Upon periodic filing meeting conditions |
- PSUs are milestone-based with no above-target leverage; each tranche is 33.3% of the 2024 PSU award .
2023 PSUs – outcomes
| Metric | Result |
|---|---|
| 2023 Adjusted EBITDA PSU (50% tranche) | Vested on filing Q2’23 10-Q (July 19, 2023) |
| 2023 Core Free Cash Flow PSU (50% tranche) | Vested on filing Q1’24 10-Q (May 1, 2024) |
2024 Long-Term Incentive Grants (time-based)
| Award Type | Shares | Target Value ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Stock Options | 133,732 | $3,392,783 | $5,075,873 | 25% on Apr 1, 2025; monthly over 36 months thereafter |
| RSUs | 32,312 | $1,130,928 | $1,471,488 | 25% on Apr 1, 2025; monthly over 36 months thereafter |
2024 Option Strike/Term Detail (selected current grants)
| Grant | Shares Unexercisable | Exercise Price | Expiration |
|---|---|---|---|
| Options (Jan 24, 2024) | 96,937 | $42.03 | 1/24/2034 |
| Options (Feb 13, 2024) | 36,795 | $51.97 | 2/13/2034 |
Pay-for-performance structure (NEO program)
- Program emphasizes at-risk equity; committee states ~88.1% of NEO target pay is stock price/performance dependent (mix of options/RSUs and PSUs) .
- No option repricing without shareholder consent; no excise tax gross-ups; company maintains a clawback policy (effective July 25, 2023) per SEC/NYSE rules .
Equity Ownership & Alignment
Beneficial Ownership and Components (as of March 10, 2025)
| Component | Amount |
|---|---|
| Class A Shares Beneficially Owned | 597,714 (<1% of Class A outstanding) |
| Direct Class A | 100,563 |
| Class A issuable from vested Class B Units | 362,780 (based on assumed $171.61/share) |
| Options exercisable or vesting within 60 days | 121,001 |
| RSUs vesting within 60 days (net of withholding) | 13,370 |
Vested vs Unvested and Award Terms (year-end 2024)
| Instrument | Exercisable | Unexercisable | Strike | Expiration | Notes |
|---|---|---|---|---|---|
| Options (legacy) | 7,714 | 290,799 | $10.07 | 2/23/2033 | Time-based vesting |
| Options (2024 grant) | — | 96,937 | $42.03 | 1/24/2034 | 25% 4/1/25; monthly thereafter |
| Options (2024 corrective) | — | 36,795 | $51.97 | 2/13/2034 | 25% 4/1/25; monthly thereafter |
| RSUs (2024 grant) | — | 32,312 | — | — | 25% 4/1/25; monthly thereafter |
| RSUs (2023 grant) | — | 57,596 | — | — | 25% 4/1/24; monthly thereafter |
| RSUs (2022 grant) | — | 3,447 | — | — | 25% 4/1/23; monthly thereafter |
| RSUs (2021 grant) | — | 296 | — | — | 25% 4/1/22; monthly thereafter |
| PSUs (600k vehicles) | — | 22,231 unearned | — | — | Vests upon filing meeting condition |
| PSUs (1M vehicles) | — | 22,231 unearned | — | — | Vests upon filing meeting condition |
- Year-end reference price used for RSU/PSU valuation in proxy tables: $203.36 (Dec 31, 2024) .
- Company prohibits hedging and restricts pledging without adequate alternative assets, per securities trading policy; no pledging by Jenkins is disclosed .
- Stock ownership guidelines disclosed for CEO (6x salary) and directors (5x retainer); all directors and CEO in compliance; no specific guideline disclosed for CFO .
Insider liquidity actions (2024)
| Type | Shares | Value Realized ($) |
|---|---|---|
| Option Exercises | 268,495 | $37,038,014 |
| Stock Awards Vested (RSUs/PSUs) | 120,007 | $14,436,368 |
These indicate material 2024 equity monetization events; future periodic vesting and potential exercises could influence supply dynamics, subject to trading windows and policies .
Employment Terms
- Employment agreement: None; no cash severance plan for executives .
- Change-in-control: Double-trigger equity acceleration—if involuntarily terminated without cause within 24 months post-CIC, all unvested options/RSUs/PSUs vest fully (subject to plan terms) .
- Estimated equity acceleration value for Jenkins under the above scenario (as of Dec 31, 2024): $106,750,884 (based on $203.36 share price) .
- Restrictive covenants: Non-compete during employment and for 18 months post-termination; non-solicitation and non-interference for 12 months post-termination; confidentiality obligations .
- Clawback: Dodd-Frank/NYSE-compliant clawback policy effective July 25, 2023 for erroneously awarded incentive compensation upon certain restatements .
- Hedging/Pledging: Hedging prohibited; pledging restricted absent adequate other assets; trading policy governs insider transactions .
Performance Compensation – Mechanics Summary
| Component | Metric/Design | Weighting | Target | Actual/Status | Payout/Vesting |
|---|---|---|---|---|---|
| 2024 PSUs Tranche 1 | Trailing 4Q Adjusted EBITDA ≥ $1B | 33.3% | $1B | Achieved; vested on 10/30/2024 filing | 100% vested |
| 2024 PSUs Tranche 2 | Trailing 4Q Retail Units ≥600k (+Adj. EBITDA condition) | 33.3% | 600k | Not achieved/vested as of proxy date | 0% vested |
| 2024 PSUs Tranche 3 | Trailing 4Q Retail Units ≥1,000k (+Adj. EBITDA condition) | 33.3% | 1,000k | Not achieved/vested as of proxy date | 0% vested |
| Time-based Options | 4-year vest (25% on 4/1/25, then monthly) | — | — | Ongoing | Service-vesting |
| Time-based RSUs | 4-year vest (25% on 4/1/25, then monthly) | — | — | Ongoing | Service-vesting |
Company Performance Context (FY2024)
| Metric | FY2024 |
|---|---|
| Retail Units Sold | 416,348 (+33% YoY) |
| Net Income ($mm) | $404 |
| Adjusted EBITDA ($mm) | $1,378 |
| 5-Year TSR | 120.9% |
- Say-on-Pay support: 99.8% “For” at 2024 meeting, indicating strong shareholder backing for the compensation program .
Investment Implications
- Strong pay-for-performance alignment: Jenkins’ 2024 equity mix emphasizes high operating leverage to company milestones (Adjusted EBITDA and scale), with time-based options/RSUs vesting over four years; no annual cash bonus detailed. This structure increases sensitivity of realized pay to stock performance and execution against growth/profitability targets .
- Vesting overhang and potential supply: Significant unvested equity (time-based RSUs/options plus two PSU tranches) and substantial 2024 option exercises/vesting (value realized ~$51.5 million) suggest periodic liquidity events, moderated by trading policies and windows; monitor Form 4s for ongoing selling pressure .
- Retention and change-in-control: Absence of cash severance and presence of substantial double-trigger equity acceleration (>$106.7 million as of 12/31/24) create powerful retention incentives pre-CIC but could produce a large equity release if a CIC and termination occur; post-employment non-compete (18 months) further mitigates transition risk .
- Governance and risk posture: Clawback, prohibition on hedging and restrictions on pledging, and no option repricing/gross-ups are shareholder-friendly; high Say-on-Pay support reduces governance overhang related to compensation .