Ryan Keeton
CARVANAAbout Ryan Keeton
Co-founder of Carvana, Ryan Keeton has served as Chief Brand Officer since 2012. He is 46 years old (as of March 10, 2025) and holds a B.A. in English and American Literature and Language from Harvard University . Prior to Carvana, he was a principal at Montero Group (2010–2012), advising global companies on strategic and business initiatives, and Director of Strategic Marketing at George P. Johnson (2008–2010) . During his tenure, Carvana delivered 2024 net income of $404 million, Adjusted EBITDA of $1.378 billion, and sold 416,348 retail units; five-year shareholder return stands at 120.9% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Montero Group | Principal | 2010–2012 | Advised global public and private companies on strategic and business initiatives |
| George P. Johnson | Director of Strategic Marketing | 2008–2010 | Led strategic marketing for a global marketing agency |
Fixed Compensation
- Carvana’s proxies disclose compensation details for Named Executive Officers (NEOs); Keeton is not a NEO, and his individual salary/bonus is not disclosed. The company states executives have no employment or severance agreements .
- For program context, NEO base salaries were maintained at 2023 levels in 2024: CEO $930,000; CFO $923,000; COO $923,000; CPO $825,000; General Counsel $585,000 .
Performance Compensation
Carvana ties executive incentives to long-term equity and milestone PSUs; individual award values for Keeton are not disclosed, but the structure below reflects executive design used in 2023 and 2024.
| Metric | Weighting | Target | Actual | Payout | Vesting trigger/date |
|---|---|---|---|---|---|
| Adjusted EBITDA (rolling 4Q ≥ $1B) – 2024 PSUs | 33.3% | ≥ $1B | Achieved (rolling 4Q); vested | 100% at target; no upside | Vested on filing Q3 2024 Form 10-Q (Oct 30, 2024) |
| Retail Vehicles Sold (600,000) concurrent with ≥ $1B Adjusted EBITDA – 2024 PSUs | 33.3% | 600,000 | Not yet vested as of proxy date | 100% at target; no upside | Vests on filing when metric achieved |
| Retail Vehicles Sold (1,000,000) concurrent with ≥ $1B Adjusted EBITDA – 2024 PSUs | 33.3% | 1,000,000 | Not yet vested as of proxy date | 100% at target; no upside | Vests on filing when metric achieved |
| Adjusted EBITDA positive (quarter) – 2023 PSUs | 50% | >0 | Achieved; vested | 100% at target | Vested on filing Q2 2023 Form 10-Q (Jul 19, 2023) |
| Core Free Cash Flow positive (quarter) – 2023 PSUs | 50% | >0 | Achieved; vested | 100% at target | Vested on filing Q1 2024 Form 10-Q (May 1, 2024) |
Additional program design:
- Long-term incentives include time-based RSUs and stock options with four-year schedules (25% vest at first April 1 following grant, then 36 monthly installments), awarding value based on stock price performance .
- Executive pay mix is highly performance-based: ~88.1% of NEO target compensation at risk in 2024 (58.1% options/RSUs + ~30% PSUs); ~84.4% at risk in 2023 (66.2% options/RSUs + ~18.2% PSUs) .
Equity Ownership & Alignment
- Securities trading policy prohibits short sales, puts/calls, hedging or monetization transactions; pledging company securities as loan collateral is prohibited absent adequate assurance of other assets to satisfy the loan .
- Stock ownership guidelines exist for the CEO (6x base salary) and for non-employee directors (5x annual retainer); compliance was affirmed as of the proxy date. No executive-specific ownership multiple is disclosed beyond CEO .
- Beneficial ownership tables list NEOs and directors; Keeton’s individual shareholdings are not disclosed in the proxy tables .
Employment Terms
- Carvana discloses no employment or severance agreements for executives; change-in-control treatment for equity is governed by award agreements under the 2017 Omnibus Incentive Plan .
- If an executive is involuntarily terminated without Cause within 24 months of a change in control, all outstanding unvested stock options, time-based RSUs, and PSUs become fully exercisable and vested (with PSUs vesting proportionately to progress if change in control precedes metric attainment) .
- Non-compete and non-solicitation covenants are explicitly disclosed for certain NEOs (Messrs. Garcia, Jenkins, Huston, Breaux), with confidentiality for all NEOs; no specific covenant disclosure for Keeton beyond general policy .
Compensation Structure Analysis
- Shift toward performance-based PSUs from 2023 onward aligns incentives to EBITDA and cash generation, then unit growth (vehicles sold), evidencing increased linkage to profitable growth milestones .
- No discretionary or guaranteed incentives, no excise tax gross-ups, and no option repricing without shareholder consent are stated governance practices .
- Clawback policy (revised July 25, 2023) mandates recovery of erroneously awarded incentive compensation for current/former executive officers upon certain restatements .
SAY-ON-PAY & Peer Group
- Say-on-pay received substantial majority approval: 99.8% “For” in 2024; 99.3% “For” in 2023 .
- Compensation peer groups reflect auto retail and scaled consumer/online platforms; 2024 peer set included AutoNation, CarMax, Chewy, DoorDash, Lyft, Zillow, Genuine Parts, Lithia, Opendoor, Uber, eBay, Wayfair, Expedia ; 2023 peer set included AutoNation, CarMax, Best Buy, XPO Logistics, Tractor Supply, Zillow, Dollar General, Lithia, Genuine Parts, Uber, Opendoor, eBay, Penske Automotive, Expedia, Wayfair .
Performance & Track Record
- 2024 highlights: Net income $404 million (3.0% margin), Operating income $990 million (7.2% margin), Adjusted EBITDA $1.378 billion (10.1% margin), Retail units +33% YoY to 416,348; five-year TSR 120.9% .
- 2023 highlights: Net income margin 1.4% (improved from -21.3% in 2022), Adjusted EBITDA margin 3.1%; GPU expanded meaningfully; executed exchanges reducing debt principal >$1.325 billion and cash interest burden .
Investment Implications
- Alignment: As co-founder CBO, Keeton’s incentives are tied to company equity programs prohibiting hedging/pledging and emphasizing EBITDA, cash flow, and unit growth PSUs—favorable for pay-for-performance and shareholder alignment even though his individual grants are not disclosed .
- Retention risk: Absence of employment/severance agreements reduces guaranteed protections; equity acceleration upon change-in-control paired with non-compete/non-solicit frameworks for key NEOs suggests standard market protections; Keeton-specific covenants are not detailed in proxies .
- Governance context: Carvana is a “controlled company” under NYSE rules (Garcia Parties hold >50% voting power), which may limit certain governance requirements; however, the company states it does not currently rely on those exemptions .
- Disclosure limits: Keeton is not a NEO; lack of granular pay and ownership disclosure constrains precise assessment of his “skin-in-the-game” and potential insider selling pressure. Monitoring Form 4 filings and 8-K Item 5.02 events is recommended for trading signals and retention developments .