Neha Parikh
CARVANAAbout Neha Parikh
Neha Parikh, age 45 as of March 10, 2025, is a Class III independent director of Carvana (CVNA) who has served on the Board since April 2019, with her current term expiring in 2026. She is a global technology leader; most recently CEO of Waze (Alphabet) from June 2021 to July 2023 and previously President of Hotwire (Expedia), with senior roles at Hotels.com, The Cambridge Group, and Dade Behring (Siemens). She holds a BBA from the University of Texas at Austin and an MBA from Northwestern Kellogg. Parikh serves on the Audit Committee and the Compensation & Nominating Committee and is affirmed independent under NYSE/SEC rules; Board attendance in 2024 was at least 90% for each director, with directors also attending the annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waze Mobile, Ltd. (Alphabet) | Chief Executive Officer | Jun 2021 – Jul 2023 | Led a global navigation app; senior technology/operator credentials |
| Hotwire, Inc. (Expedia Group) | President | Aug 2017 – Nov 2019 | Led P&L; oversaw operations and marketing; online retail expertise |
| Hotels.com (Expedia Group) | SVP, Global Brands & Retail; prior roles in product, marketing, pricing, strategy | 2008 – pre-2017 | Drove global brand/merchandising; partnerships; e-commerce operator |
| The Cambridge Group | Consulting (consumer insight & demand strategy) | Prior to Hotels.com | Led projects across retailers; demand strategy |
| Dade Behring, Inc. (Siemens healthcare) | Marketing and product development roles | Early career | Progressive responsibility in marketing/product |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tailwind Acquisition Corp. | Director (prior) | Not disclosed | Prior SPAC board role |
Board Governance
- Carvana is a “controlled company” under NYSE rules (Garcia Parties >50% voting power) and eligible for certain governance exemptions; the company states it does not currently rely on those exemptions. The Board comprises six directors, five independent plus the CEO/Chair. Executive sessions of non-employee independent directors are held, presided by the Lead Director (Michael Maroone).
- Committee memberships (2024): Parikh is a member of Audit and Compensation & Nominating; Audit Chair is Ira Platt; Compensation & Nominating Chair is Gregory Sullivan.
- Independence: The Board affirmed Parikh’s independence for Audit (Rule 10A‑3) and Compensation (Rule 10C‑1) committees. Audit also oversees ERM including cybersecurity.
- Attendance: In 2024, Board met 11 times; Audit 7; Compensation & Nominating 4. Each director attended at least 90% of aggregate meetings and attended the annual meeting. In 2023, each director attended at least 94%.
| Governance Item | Detail |
|---|---|
| Board Class | Class III; term expires 2026 |
| Committees | Audit (member), Compensation & Nominating (member) |
| Independence | Affirmed independent (Audit/Comp per NYSE & SEC rules) |
| Attendance | ≥90% of meetings in 2024; attended annual meeting |
| Executive Sessions | Non-employee directors meet; Lead Director presides |
| Controlled Company | Yes; not currently using exemptions |
Fixed Compensation
| Component | Structure | Amount / Units | Grant Date | Vesting |
|---|---|---|---|---|
| Retainer Grant (Annual + Committee retainers) | Directors elected RSUs in lieu of cash for Q2–Q4’24 and Q1’25; Parikh’s retainer covered annual retainer + Audit + Compensation & Nominating membership | Target $140,000; 4,000 RSUs; grant-date fair value $168,120 | Jan 25, 2024 | Vested immediately; settled within 30 days |
| Annual Director Retainer (reference) | 2023 program baseline structure | $110,000 cash retainer; committee member $15,000; chair $25,000; Lead Director $25,000 | 2023 reference | N/A (structure disclosure) |
| Special Litigation Committee fees (one-off) | Cash for SLC service | $4,000/month Jan–Jun 2023; $2,000 in July 2023 | 2023 | Paid in cash (Parikh and Maroone) |
- 2024 director total compensation for Parikh (stock awards only): $384,280; no cash reported due to RSU election for retainers.
Performance Compensation
| Equity Award | Units / Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual Grant (RSUs) | 5,143 RSUs; grant-date fair value $216,160 (target $180,000 based on $35.00 stock price; fair value based on $42.03 close on Jan 24, 2024) | Jan 25, 2024 | Vest May 1, 2025; settle within 30 days; service-based vesting | All non-employee directors received annual RSUs |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Metrics (TSR/financial/ESG) | None disclosed for director equity; awards are RSUs with time-based vesting |
Other Directorships & Interlocks
| Company | Relationship | Interlocks / Conflicts |
|---|---|---|
| Compensation & Nominating Committee (CVNA) | Member (2024) | Committee interlocks/insider participation: None; no members were Company officers or employees; no Item 404 related-party relationships; no reciprocal board service with Company executives in 2024 |
Expertise & Qualifications
- Senior operator across consumer tech/e-commerce and mobility (Waze CEO; Hotwire President; Hotels.com SVP).
- Marketing, product development, pricing, strategy, partnerships; global P&L leadership.
- Education: BBA (UT Austin); MBA (Kellogg).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Components / Notes |
|---|---|---|---|
| Neha Parikh | 60,265 | * (<1%) | 55,122 shares owned directly; 5,143 RSUs vesting/settling within 60 days of Mar 10, 2025 |
- Ownership guidelines: Non-employee directors must hold Company stock worth at least 5× the annual retainer within 5 years; as of the 2024 proxy, all directors (including CEO) were in compliance. Baseline requirement disclosed at $550,000 (5 × $110,000 retainer).
- Shares pledged as collateral: No pledging is disclosed in Parikh’s beneficial ownership footnote.
Note: Attempted to fetch Form 4 insider transactions for Parikh (CVNA) for 2024–2025, but data was unavailable due to an API authorization error; will update insider trade tables when access is restored.
Governance Assessment
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Strengths
- Independent director with dual committee roles (Audit; Compensation & Nominating), supporting oversight of financial reporting, ERM/cybersecurity, human capital, and compensation governance.
- Documented independence under NYSE and SEC rules; high attendance and annual meeting participation — signals active engagement.
- Compensation structure aligns with shareholders via equity-heavy mix; all directors elected RSUs for retainers; annual RSUs vest on a schedule tied to continued service.
- No compensation committee interlocks or related-party transactions requiring Item 404 disclosure among committee members in 2024.
- Director stock ownership guidelines in place; all directors in compliance as of the 2024 proxy.
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Watch items / potential red flags and investor signals
- Controlled company status: Carvana is eligible to rely on NYSE governance exemptions (e.g., majority independence, independent-only committees) though it states it does not currently do so; investors should monitor any change in reliance.
- Immediate vesting of retainer RSUs (settles within ~30 days) reduces long-term holding period on a portion of director equity; mitigated by separate annual RSUs with later vesting (May 1, 2025) and ownership guidelines.
- No performance-based metrics (TSR/financial/ESG) disclosed for director equity — common for directors but offers limited pay-for-performance linkage.
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Overall: Parikh’s technology and e-commerce operating background complements Carvana’s online retail model, with strong independence and engagement. Equity-centric compensation and compliance with stock ownership guidelines support alignment, while controlled company status and immediate vesting of retainer RSUs warrant ongoing monitoring from a governance-risk perspective.