Tom Taira
CARVANAAbout Tom Taira
Tom Taira is President, Special Projects at Carvana, serving in this role since October 2018 following Carvana’s acquisition of Propel AI, where he was co‑founder and CEO. He is 54 years old (as of March 10, 2025) and holds a B.A. in Social Sciences from UC Irvine and an M.B.A. from Georgetown University . During his tenure, Carvana’s compensation program tied executive incentives to operational metrics; in 2023 management added PSUs linked to Adjusted EBITDA and Core Free Cash Flow, which helped align pay with profitability improvements, including Adjusted EBITDA margin rising to 3.1% from (7.7)% in 2022, and a five‑year shareholder return of 61.8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carvana | President, Special Projects | Oct 2018–present | Leads special initiatives post acquisition of Propel AI; supports efficiency and growth strategy |
| TrueCar, Inc. | Co‑founder; Chief Product Officer; Chief Strategy Officer; President | 2005–2018 | Scaled consumer automotive pricing and marketplace; multiple senior leadership roles |
| Honk LLC | Co‑founder & CEO | 2009–2010 | Built automotive social media website; acquired by TrueCar |
| Propel AI | Co‑founder & CEO | –2018 (acquired by Carvana) | AI startup integrated into Carvana following acquisition |
| Toyota Motor Sales, U.S.A. | eBusiness Strategy Manager | n/a | Early automotive digital strategy experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Model E (vehicle subscription service) | Director and founding team member | n/a | Early‑stage mobility subscription concept |
| Build‑to‑Order (automotive manufacturer) | Director and founding team member | n/a | New American automotive manufacturing concept |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $877,500 | $1,014,000 | $1,014,000 |
Carvana’s program emphasizes base salary plus equity; no annual cash bonus program was disclosed for NEOs in 2023 (comp elements are base salary, time‑based RSUs and options, and PSUs) .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA PSUs (2023 grant) | 50% of 2023 PSUs | File a 10‑Q or 10‑K reflecting positive Adjusted EBITDA for a quarter ending on/before 12/31/2023 | Achieved; 33,399 PSUs vested for Taira on July 19, 2023 | Vests upon achievement; vested on filing of Q2 2023 10‑Q (July 19, 2023) |
| Core Free Cash Flow PSUs (2023 grant) | 50% of 2023 PSUs | File a 10‑Q or 10‑K reflecting positive Core FCF for a quarter ending on/before 12/31/2025 | Not yet vested as of proxy date | Vests upon achievement before 12/31/2025 |
2023 time‑based options and RSUs vest 25% on April 1, 2024 and in 36 monthly installments thereafter, subject to continued service .
Multi‑Year Compensation Detail (NEO disclosure)
| Component ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $877,500 | $1,011,375 | $1,014,000 |
| Stock Awards (RSUs/PSUs grant date FV) | $593,284 | $726,677 | $1,210,837 |
| Option Awards (grant date FV) | $1,779,273 | $2,165,020 | $1,872,676 |
| All Other Compensation | $45,883 | $47,850 | $7,488 |
| Total Compensation | $3,295,940 | $3,950,922 | $4,105,001 |
Equity Ownership & Alignment
| Ownership Detail (as of 3/11/2024) | Amount |
|---|---|
| Class A shares owned directly | 94,157 shares |
| Shares issuable upon exercise of vested options (incl. options vesting within 60 days) | 153,213 shares |
| RSUs vesting and settling within 60 days (net of tax withholding) | 14,867 shares |
- Hedging and pledging: Company policy prohibits short‑term/speculative transactions and hedging; pledging company stock as collateral is prohibited without adequate assurance of other assets to satisfy the loan .
- Ownership guidelines: Not disclosed in provided materials; policy focus is on four‑year vesting weight and alignment via equity .
Outstanding Options and RSUs (Key Grants and Terms)
| Award Type | Quantity | Strike | Expiration | Vesting Terms |
|---|---|---|---|---|
| Stock Options (2023 annual grant) | 269,838 | $10.07 | 2/23/2033 | 25% on 4/1/2024; remainder in 36 monthly installments |
| Stock Options (2022 grant) | 11,178 | $126.40 | 2/21/2032 | 25% on 4/1/2023; remainder monthly |
| Stock Options (2021 grant) | 6,649 | $296.05 | 2/14/2031 | 25% on 4/1/2022; remainder monthly |
| Stock Options (2020 grant) | 14,555 | $88.62 | 2/14/2030 | 25% on 4/1/2021; remainder monthly |
| Stock Options (2019 grant) | 14,926 | $52.66 | 10/9/2028 | 25% on 4/1/2019; remainder monthly |
| Stock Options (2019 grant) | 27,667 | $38.00 | 2/25/2029 | 25% on 4/1/2020; remainder monthly |
| Time‑based RSUs (2023 annual grant) | 53,444 | n/a | n/a | 25% on 4/1/2024; remainder in 36 monthly installments |
| 2023 PSUs – Adjusted EBITDA | 33,399 | n/a | n/a | Vested on 7/19/2023 (positive Adjusted EBITDA) |
| 2023 PSUs – Core Free Cash Flow | 33,399 | n/a | n/a | Not yet vested as of proxy date |
2023 Option Exercises and Stock Vested
| Metric | 2023 |
|---|---|
| Options exercised (# / $) | — / $— |
| Stock vested (# / $ realized) | 37,672 / $1,943,309 |
Employment Terms
- No employment or severance agreements with executives; benefits in change‑in‑control governed by individual equity award agreements under the plan .
- Change‑in‑control treatment:
- Single‑trigger proportional vesting for 2023 PSUs based on progress toward Core Free Cash Flow on a change in control without termination; for Taira, value $1,337,486 at 12/31/2023 stock price .
- Double‑trigger full acceleration for unvested time‑based RSUs and options upon involuntary termination without cause within 24 months of a change in control; for Taira, value $14,623,864 at 12/31/2023 stock price .
- Restrictive covenants: All NEOs subject to confidentiality; non‑competition and non‑solicitation obligations specifically apply to Messrs. Garcia, Jenkins, Huston, and Breaux (Taira not listed among non‑compete designees) .
- Clawback policy: Revised and effective July 25, 2023, requiring recovery of erroneously awarded incentive‑based compensation under certain restatement scenarios .
- Perquisites: Limited—company inventory vehicle access, company phone, 401(k) match based on salary; broad employee programs (e.g., “Own the Road”) .
Related Party Transactions (Governance Considerations)
- Carvana employed Devin LaCrosse, brother‑in‑law of Tom Taira, as Associate Director, Strategic Partnerships; 2024 compensation included $205,404 salary and ~$62,590 in equity awards over four years .
Investment Implications
- Alignment and upside leverage: Taira’s compensation is predominantly equity‑based, with significant exposure to time‑based grants vesting monthly from April 2024 to March 2027 and performance PSUs tied to Adjusted EBITDA and Core Free Cash Flow, aligning incentives with operational efficiency and free cash flow milestones .
- Potential selling pressure: Monthly RSU/option vesting starting April 2024 creates a steady cadence of potential settlements and tax‑related share sales; 2023 saw stock vesting of 37,672 shares and no option exercises, suggesting realized comp was tied to RSU vesting rather than options in that year .
- Retention risk and mobility: Absence of an employment or severance agreement and non‑competition obligations not specifically listed for Taira may modestly increase external mobility; however, substantial unvested equity and double‑trigger acceleration in a CoC event mitigate near‑term retention risk .
- Governance watchpoints: The related‑party employment of Taira’s brother‑in‑law warrants monitoring for potential conflicts, though compensation is described as based on role, experience, and responsibilities; hedging/pledging restrictions reduce alignment risks from derivative transactions and collateral pledging .
- Company performance linkage: The addition of PSUs in 2023 linked to Adjusted EBITDA and Core Free Cash Flow directly ties Taira’s variable pay to the company’s path to profitability, which saw improved margins and a five‑year TSR of 61.8%—supportive of pay‑for‑performance dynamics if Core FCF milestones are achieved by 2025 .