Michael Maroone
CARVANAAbout Michael Maroone
Lead Independent Director of Carvana (CVNA); age 71; director since the 2017 IPO (Class III; current term expires at the 2026 annual meeting). He serves as Lead Director and is a member of the Audit Committee. Background: CEO of Maroone U.S.A. LLC since May 2017; previously President & COO of AutoNation, Inc. (Aug 1999–Feb 2015) and President & CEO of Maroone Automotive Group (1977–1997). Education: B.S. in Small Business Management, University of Colorado Boulder .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| AutoNation, Inc. | President & Chief Operating Officer | Aug 1999 – Feb 2015 | Senior operating leadership at a leading automotive retailer |
| Maroone Automotive Group | President & Chief Executive Officer | 1977 – 1997 | Built and led a privately held automotive retail group |
External Roles
| Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Cleveland Clinic Florida | Chairman of the Board | Current | Non‑profit academic hospital board leadership |
| Cleveland Clinic Enterprise Board | Board Member | Current | System-level board role |
| AutoNation, Inc. | Director | Prior | Public company; prior service (dates not disclosed) |
| Salty Dot, Inc. | Director | Prior | Private insurtech; prior service (dates not disclosed) |
| MDH Acquisition Corp. | Director | Prior | Public SPAC; prior service (dates not disclosed) |
| Cox Automotive, Inc. | Director | Prior | Private (Cox Enterprises); prior service (dates not disclosed) |
Board Governance
- Independence: Board determined all non‑employee directors are independent; Maroone is an independent director .
- Roles: Lead Independent Director; Audit Committee member (not chair) .
- Committee structure and attendance:
- 2024 meetings: Board 11; Audit 7; Compensation & Nominating 4. Each director attended ≥90% of Board and committee meetings and attended last year’s annual meeting .
- Executive sessions: Non‑employee/independent directors meet in executive session at least annually; Lead Director (Maroone) presides .
| Committee | Assignment | Chair? |
|---|---|---|
| Audit Committee | Member | No |
| Compensation & Nominating Committee | Not a member | — |
- Controlled company: Carvana is a NYSE “controlled company” (Garcia Parties hold >50% voting power via high‑vote Class B); the company is eligible for governance exemptions but states it does not currently rely on them .
Fixed Compensation
- Director pay structure (as of Dec 31, 2024):
- Annual retainer $110,000; Audit member $15,000; Compensation & Nominating member $15,000; Committee chair $25,000 (Audit and Comp & Nom); Lead Director $25,000; Annual equity grant $180,000 in RSUs vesting 100% on May 1 of the following year .
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $110,000 |
| Audit Committee member retainer | $15,000 |
| Lead Director retainer | $25,000 |
| Annual equity grant (RSUs) | Target $180,000; vests May 1 next year |
- 2024–2025 retainer elections: All directors (including Maroone) elected to receive Q2–Q4 2024 and Q1 2025 retainers in RSUs (granted Jan 25, 2024; immediate vest) .
| Michael Maroone – Retainer RSUs (covering Q2–Q4’24 & Q1’25) | Grant date | Units | Target Value (at $35 ref price) | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual + Audit member + Lead Director retainers | Jan 25, 2024 | 4,286 | $150,000 | $180,141 | Vested on grant |
- 2024 total director stock awards reported for Maroone: $396,301 (includes annual grant and retainer RSUs) .
Performance Compensation
- Director equity is time‑based (not performance‑conditioned). Annual grant RSUs made Jan 25, 2024: 5,143 RSUs to each non‑employee director; grant‑date fair value $216,160; vests May 1, 2025 .
| Michael Maroone – Annual RSU Grant | Grant date | Units | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director RSUs | Jan 25, 2024 | 5,143 | $216,160 | 100% on May 1, 2025 |
Performance metrics applied to director equity: None disclosed; director awards are time‑based RSUs; no director bonuses or options disclosed for 2024 .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Maroone. Prior public roles include AutoNation and MDH Acquisition Corp. No shared directorships disclosed with CVNA competitors/suppliers/customers creating interlocks .
- Compensation & Nominating Committee uses independent consultant (Korn Ferry); committee members in 2024: Sullivan (Chair), Parikh, Platt, Quayle; no interlocks or insider participation reported .
Expertise & Qualifications
- Automotive retail operating expertise (AutoNation COO; founder/operator experience); board leadership experience; strategic and financial acumen cited by the Board as reasons for his effectiveness as Lead Director .
- Audit Committee: not designated an “audit committee financial expert” (designation given to Platt and Sullivan) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A), as of Mar 10, 2025 | 227,883 shares; <1% of Class A outstanding |
| Components | 146,340 shares directly; 45,000 via Michael Maroone Family Partnership, LP; 264 via Family Trust FBO Michael E. Maroone; 96 via Katherine C. Maroone Residuary Trust; 92 via Katherine C. Maroone Marital Trust; 20 via estate (executor capacity); 30,928 shares issuable upon exercise of vested options (within 60 days); 5,143 shares issuable upon RSU vesting (within 60 days) |
| Ownership guidelines | Directors must hold stock = 5× annual retainer ($550,000) within 5 years; as of proxy date, all directors (including CEO) were in compliance |
| Hedging/pledging policy | Company prohibits hedging and restricts pledging of company securities without adequate alternate assets; no pledging by Maroone disclosed |
Governance Assessment
- Positives supporting investor confidence:
- Lead Independent Director with clear responsibilities (agenda setting, CEO liaison, presiding over executive sessions) enhances independent oversight .
- Strong engagement: ≥90% attendance at Board/committee meetings in 2024; all directors attended the annual meeting .
- Audit Committee membership provides direct involvement in financial reporting and risk oversight (including cybersecurity) .
- Director compensation is equity‑heavy (retainers elected in RSUs; annual RSU grant), aligning interests with shareholders; directors in compliance with robust stock‑ownership guidelines .
- Compensation governance signals: Compensation & Nominating Committee independent, uses Korn Ferry; no consultant conflicts; 2024 say‑on‑pay received >99.8% support, indicating broad shareholder alignment on pay practices .
- Risk factors and watch items:
- Controlled company status and dual‑class voting: Garcia Parties hold high‑vote Class B (10 votes/share) and more than 50% combined voting power; while CVNA states it is not currently relying on NYSE exemptions, the concentration of control is a structural governance risk .
- Extensive related‑party transactions with DriveTime and affiliates (leases, servicing, VSC administration, facilities, aircraft sharing), though no Maroone‑specific related‑party ties are disclosed; continued Board oversight of these arrangements remains critical .
- Not designated an audit committee “financial expert” (others are), which slightly reduces perceived financial expert depth for the Lead Director specifically; mitigated by overall committee composition .
Fixed Compensation (Detail)
| Metric | 2024 Value/Terms |
|---|---|
| Total 2024 director stock awards (reported) | $396,301 (includes annual grant and retainer RSUs) |
| Retainer RSUs (Q2–Q4’24 & Q1’25) | 4,286 RSUs; target $150,000 at $35; grant‑date fair value $180,141; granted Jan 25, 2024; vested immediately |
| Annual equity grant (RSUs) | 5,143 RSUs; grant‑date fair value $216,160; granted Jan 25, 2024; vests May 1, 2025 |
| Cash retainers (program terms) | Annual retainer $110,000; Audit member $15,000; Lead Director $25,000 (directors elected equity in lieu of cash for the periods noted) |
Performance Compensation (Detail)
| Feature | Terms |
|---|---|
| Performance conditions | None disclosed for director equity; awards are time‑based RSUs (no PSUs/options for non‑employee directors in 2024) |
| Vesting | Annual RSUs vest 100% the following May 1; Retainer RSUs vested immediately on grant (Jan 25, 2024) |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Notes |
|---|---|---|
| Cleveland Clinic Florida; Cleveland Clinic Enterprise Board | Chair; Member | Healthcare non‑profit; no CVNA conflict disclosed |
| AutoNation, Inc. (prior) | Director | Prior public board; no current interlock disclosed |
| MDH Acquisition Corp. (prior) | Director | Prior public SPAC; no current interlock disclosed |
| Salty Dot, Inc.; Cox Automotive, Inc. (prior) | Director | Private; no current interlock disclosed |
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Class A) | 227,883 shares; <1% of Class A outstanding |
| Exercisable options (≤60 days) | 30,928 shares |
| RSUs vesting (≤60 days) | 5,143 shares |
| Direct and affiliated holdings | 191,812 shares (breakdown in footnote) |
| Ownership guideline status | Company discloses all directors are compliant with 5× retainer guideline ($550,000) |
Governance Notes on Compensation Committee
- 2024 Compensation & Nominating Committee: Gregory Sullivan (Chair), Neha Parikh, Ira Platt, Dan Quayle; all independent; Korn Ferry serves as independent compensation consultant; no interlocks or consultant conflicts disclosed .
RED FLAGS: Controlled company with concentrated voting power; numerous related‑party transactions with DriveTime and affiliates (leases, servicing, VSC admin, credit facilities servicing, reconditioning services, aircraft sharing). None are tied to Maroone personally, but they elevate governance oversight demands on the independent Lead Director and Audit Committee .