Paul Breaux
CARVANAAbout Paul Breaux
Paul Breaux is Carvana’s Vice President, General Counsel, Secretary, and Chief Compliance Officer (age 41). He joined Carvana in August 2015 after practicing at Andrews Kurth LLP (now Hunton Andrews Kurth LLP). He holds a J.D. from Harvard Law School, and B.A. (Plan II Honors) and B.B.A. (Finance) degrees from The University of Texas at Austin . Company performance during the latest fiscal year (2024) featured net income of $404M, Adjusted EBITDA of $1.378B, and retail units sold up 33% to 416,348; five‑year TSR measured 120.9%—contextualizing the company’s pay‑for‑performance equity design that governs Breaux’s incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Andrews Kurth LLP (now Hunton Andrews Kurth LLP) | Attorney (general business transactions) | 2008–2015 | Broad corporate transactions experience; foundation for GC role at Carvana |
External Roles
- No public company board or external directorships disclosed for Paul Breaux in the proxy .
Fixed Compensation
| Item | 2019 | 2020 | 2024 |
|---|---|---|---|
| Base salary ($) | 585,000 | 297,995 (reduced vs approved salary due to voluntary contributions) | 585,000 |
| Cash bonus / target bonus % | Not disclosed (no annual cash bonus reported) | Not disclosed (no annual cash bonus reported) | Not disclosed; Carvana emphasizes equity (no non‑equity cash incentive reported) |
| Perquisites and other ($) | 21,437 | 22,425 | 9,424 (401k match $8,100; cellphone $1,324) |
Carvana’s 2024 design maintained base salaries and shifted more pay to performance‑based equity; no discretionary or guaranteed incentive payments and no excise tax gross‑ups .
Performance Compensation
- 2024 long‑term incentive mix for NEOs: stock options (≈43.6% of total direct pay; 75% of LTI), time‑based RSUs (≈14.5% of total; 25% of LTI), plus PSUs tied to multi‑year operating milestones; ~88.1% “at‑risk” on average across NEOs .
2024 Performance Stock Units (PSUs)
| Metric (Weight) | Target | Actual/Status | Payout | Vesting trigger/date |
|---|---|---|---|---|
| Adjusted EBITDA (33.3%) | Trailing 4Q Adjusted EBITDA ≥ $1B | Achieved | 100% of tranche | Vested on filing Q3’24 Form 10‑Q (Oct 30, 2024) |
| Retail Units (33.3%) | Trailing 4Q retail vehicle sales of 600,000 (and ≥$1B TTM Adjusted EBITDA) | Not yet achieved | 0% to‑date | Unvested as of proxy filing |
| Retail Units (33.3%) | Trailing 4Q retail vehicle sales of 1,000,000 (and ≥$1B TTM Adjusted EBITDA) | Not yet achieved | 0% to‑date | Unvested as of proxy filing |
PSU grant sizing for Breaux (1/24/2024):
- Adjusted EBITDA PSUs: 14,096 target units; vested on 10/30/2024 .
- 600,000 Vehicles PSUs: 14,096 target units; unvested .
- 1,000,000 Vehicles PSUs: 14,096 target units; unvested .
2024 Options and RSUs (time‑based)
| Award | Shares granted | Vesting | Notes |
|---|---|---|---|
| Stock options (Jan 24, 2024) | 61,467 | 25% on Apr 1, 2025; remainder monthly over 36 months | Strike $42.03 |
| Stock options (Feb 13, 2024; corrective) | 23,331 | Same schedule | Strike $51.97 |
| Time‑based RSUs (Jan 24, 2024) | 20,489 | 25% on Apr 1, 2025; remainder monthly over 36 months | Target value $717,113; grant‑date FV $933,069 |
Equity Ownership & Alignment
- Beneficial ownership: 310,096 Class A shares; <1% of outstanding .
- 2024 vesting/exercises: 76,172 stock awards vested ($9,158,996 value); 36,769 option shares exercised ($8,176,505 value)—indicates monetization capacity and potential selling pressure around vest/exercise dates .
Outstanding Equity (12/31/2024)
| Instrument | Exercisable | Unexercisable | Strike | Expiry |
|---|---|---|---|---|
| Options (2018 grant) | 13,190 | — | $44.21 | 7/28/2028 |
| Options (2019 grant) | 42,587 | — | $38.00 | 2/25/2029 |
| Options (2020 grant) | 22,622 | — | $88.62 | 2/14/2030 |
| Options (2021 grant) | 10,269 | 934 | $296.05 | 2/14/2031 |
| Options (2022 grant) | 20,537 | 10,269 | $126.40 | 2/21/2032 |
| Options (2023 grant) | 94,941 | 184,393 | $10.07 | 2/23/2033 |
| Options (2024 grant) | — | 61,467 | $42.03 | 1/24/2034 |
| Options (2024 corrective) | — | 23,331 | $51.97 | 2/13/2034 |
| Unvested Stock/Units (12/31/2024) | Shares/Units | Market/Payout value reference |
|---|---|---|
| RSUs (2024 grant) | 20,489 | $4,166,643 at $203.36 |
| RSUs (2023 grant) | 36,521 | $7,426,911 at $203.36 |
| RSUs (2022 grant) | 2,186 | $444,545 at $203.36 |
| RSUs (2021 grant) | 188 | $38,232 at $203.36 |
| PSUs (600k vehicles) | 14,096 | $2,866,563 at $203.36 (unearned) |
| PSUs (1M vehicles) | 14,096 | $2,866,563 at $203.36 (unearned) |
Alignment policies:
- Hedging prohibited; pledging prohibited absent pre‑approval and adequate alternate collateral—designed to prevent misalignment and undue risk .
- Ownership guidelines disclosed for CEO (6x salary) and non‑employee directors (5x retainer). Executive officer guidelines beyond CEO not specified in proxy .
Employment Terms
- No employment or severance agreements; termination benefits governed by equity award agreements under the 2017 Omnibus Incentive Plan .
- Change‑in‑control treatment: Double‑trigger—if involuntarily terminated without cause within 24 months post‑CIC, all unvested options/RSUs/PSUs vest (subject to award terms). Estimated acceleration value for Breaux at 12/31/2024: $67,689,632 (based on $203.36 share price) .
- Restrictive covenants: Confidentiality; non‑compete for 18 months and non‑solicit/non‑interference for 12 months post‑termination (applies to Messrs. Garcia, Jenkins, Huston, and Breaux) .
- Clawback policy revised effective July 25, 2023, compliant with NYSE/SEC rules; requires recovery of erroneously awarded incentive‑based compensation upon certain restatements .
- No tax gross‑ups; no option repricing without shareholder consent .
Multi‑Year Compensation Summary (as reported)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 585,000 | 2,858,865 | 3,218,553 | 9,424 | 6,671,842 |
| 2020 | 297,995 (salary reduced) | 422,097 | 1,265,966 | 22,425 | 2,008,483 |
| 2019 | 585,000 | 345,679 | 1,024,057 | 21,437 | 1,976,173 |
Governance, Say‑on‑Pay, Peer Context
- Say‑on‑pay support: 99.8% “For” at 2024 annual meeting—validating pay framework linking equity to performance .
- Compensation peer group includes AutoNation, CarMax, Lithia Motors, Penske, eBay, Expedia, DoorDash, Uber, Chewy, Wayfair, Zillow, Opendoor, Genuine Parts .
- 2024 company highlights anchoring PSU design: Net income $404M, Adjusted EBITDA $1.378B, retail units +33% to 416,348, and 5‑yr TSR 120.9% .
Risk Indicators and Related‑Party Context
- No individual related‑party transactions disclosed for Breaux; related‑party arrangements primarily involve historical and ongoing agreements with DriveTime (controlled by the Garcia family) across leases, servicing, warranties, and financing programs—oversight via policy and Board review .
- Insider trading policy in effect; non‑hedging and pledging restrictions .
Investment Implications
- Pay-for-performance alignment: Breaux’s 2024 compensation is predominantly equity-based with material PSU exposure to multiyear growth/profit milestones (Adjusted EBITDA achieved; high‑bar retail unit milestones pending). This ties realizable pay to sustained operating scale and margin expansion .
- Vesting and potential selling pressure: Significant ongoing monthly vesting (RSUs/options) post‑April 1, 2025 and large outstanding in‑the‑money options (e.g., 2023 grant at $10.07) create periodic liquidity windows; 2024 exercises (36,769 shares; $8.18M value) illustrate monetization capacity .
- Retention and downside protection: Absence of cash bonuses and heavy use of long‑dated equity with double‑trigger CIC protection, plus 18‑month non‑compete/12‑month non‑solicit, support retention while limiting guaranteed cash outlays .
- Governance safeguards: Clawback policy, anti‑hedging/pledging, no repricing without shareholder consent mitigate agency risks; strong say‑on‑pay support (99.8%) reduces near‑term governance overhang .
Overall, Breaux’s incentives are geared toward durable growth and profitability with limited cash components, implying alignment with shareholders if Carvana sustains TTM Adjusted EBITDA performance and scales retail volumes to PSU triggers; investors should monitor monthly vesting calendars, option moneyness, and any Form 4 activity around the April and month‑start vesting cadence for potential trading signals .