Charles Wilson
Executive Vice President and Chief Operating Officer at KMX
Executive
About Charles Wilson
Charles Joseph Wilson is Executive Vice President and Chief Operating Officer at CarMax (KMX). He joined CarMax in 1995 and was appointed EVP & COO on November 14, 2022; he was 49 at appointment and rose through merchandising, auction services, logistics, and store strategy roles over nearly three decades . Company performance during FY2025 included adjusted EBIT of $795 million and diluted EPS of $3.21 (6.3% YoY; 21.1% YoY excluding items), with total used unit sales up 3.1%, comps up 2.2%, CAF income up 2.4%, and market share at 3.7% in calendar 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarMax | EVP & COO | 2022–present | Oversees operations; advancement of omnichannel, logistics, auction efficiency, and credit model execution |
| CarMax | SVP, Store Strategy & Logistics | 2017–2022 | Led store strategy/logistics; scale initiatives preceding COO appointment |
| CarMax | VP, Merchandising Operations | 2016–2017 | Merchandising operations leadership |
| CarMax | VP/AVP, Auction Services & Merchandising Development | 2008–2016 | Built auction services capabilities and merchandising development |
| CarMax | Regional VP of Merchandising; Purchasing Manager; Senior Buyer; Buyer | 1995–2008 | Ground-up operational merchandising experience across regions/stores |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 643,750 | 700,000 (+9%) |
| Target Annual Bonus (% of Salary) | 85% | 95% (raised by +10 pts for EVPs) |
| Actual Annual Bonus ($) | 363,333 | 1,063,335 |
| All Other Compensation ($) | 66,933 | 80,199 |
Notes:
- The Committee increased EVP target bonus rates to 95% for FY2025; Wilson’s base salary was also raised to $700,000 in April (9% increase) .
Performance Compensation
Annual Incentive Bonus – FY2025 Design and Outcome
| Metric | Weight | Target | Actual/Assessment | Payout Contribution |
|---|---|---|---|---|
| EBIT | 50% | 100% of goal at $751M (50% achieved at $699M) | Actual EBIT $795M; 100% achieved, triggered bonus multiplier | 50 pts to base factor |
| Market Share (Age 0–10 vehicles) | 15% | 3.85% CY2024 or 4.00% in Q4 CY24 (50% at 3.47%) | Estimated 3.7% CY2024; 86% of this goal → 13 pts | 13 pts |
| Operational Execution (Retail, Supply, Credit) | 25% | 4 sub-metrics (6.25 pts each) | Achieved all four; 25 pts | 25 pts |
| Environmental & Social Objectives | 10% | ≥50% GHG reduction vs 2018; ≥90% inclusion training completion | Achieved both; 10 pts | 10 pts |
| Base Performance Adjustment Factor | — | — | Sum of achievements: 98% | 98% |
| EBIT Bonus Multiplier | — | +50% at ≥$789M; +100% at ≥$811M | Applied 163.2% multiplier at $795M | 163.2% |
| Final Performance Adjustment Factor | — | — | 98% × 163.2% = 159.9% | 159.9% |
Wilson’s FY2025 payout equals Base × 95% Target × 159.9% Performance Factor = $1,063,335 .
Long-Term Equity Awards (Grant Structure and FY2025 Grants)
| Element | FY2024 | FY2025 |
|---|---|---|
| Mix | Options 75% / PSUs 25% of LTI value | Options 50% / PSUs 50% (return to 3-year PSU measurement) |
| Options – Grant Date, Strike, Vesting, Expiration | 5/1/2023; $70.48; 25% per year over 4 years; 7-year term | 5/1/2024; $67.21; 25% per year over 4 years; 7-year term |
| Options – # Granted | 37,283 | 30,843 |
| PSUs – Grant Date and Performance Period | FY2024 PSUs measured annually by tranche; 3-year vest | FY2025 PSUs with 3-year cumulative pre-tax income goal; vest at 3 years |
| PSUs – Target # (FY2025 grant) | — | 13,391 target; 0–200% payout range |
| LTI Grant Date Fair Value ($) | Options $1,084,935; PSUs $361,633; Total $1,446,568 | Options $899,999; PSUs $900,009; Total $1,800,008 |
PSU Earn-outs affecting FY2025:
- FY2023 PSU Year 3 and FY2024 PSU Year 2 earned at 159% based on FY2025 pre-tax income of $687M; final FY2023 PSU multiplier 67% across three years .
Option/PSU vesting realized FY2025:
- Options exercised: 10,021 shares; value realized $173,464 .
- PSUs vested: 1,471 shares; value realized $101,072 .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial ownership (3/31/2025) – Shares | 149,309 (incl. shares acquirable via options/settlements as defined) |
| Shares acquirable within 60 days | 134,809 |
| % of shares outstanding | <1% of 152,833,478 shares |
| Outstanding unvested PSUs – FY2025 | 26,782 maximum units; market value $2,222,103 (assumptions per table) |
| Outstanding MSUs (Dec 28, 2022) | 248 units unvested; vest at 3 years; market value $20,577 |
| Options outstanding (selected grants) | 30,843 @ $67.21 exp. 5/1/2031; 27,962 unexercisable + 9,321 exercisable @ $70.48 exp. 5/1/2030; 13,432 unexercisable + 13,434 exercisable @ $91.14 exp. 5/2/2029; 4,429 unexercisable + 13,289 exercisable @ $136.94 exp. 5/3/2028; 33,171 exercisable @ $71.07 exp. 5/1/2027; 33,967 exercisable @ $78.61 exp. 5/1/2026 |
| Stock ownership guideline | EVP must own ≥3x base salary or 100,000 shares; all current NEOs meet guidelines as of 2/28/2025 |
| Hedging/pledging policy | Prohibited for all associates and directors |
Employment Terms
| Item | Key Facts |
|---|---|
| Appointment | EVP & COO effective Nov 14, 2022 |
| Severance Agreement | Post-2014 form; non-compete and non-solicit for 2 years; confidentiality; return of property; release required |
| Severance (without cause) | For post-2014 EVPs: bi-weekly salary paid over 39 pay periods; estimated for Wilson $1,050,000 at FY2025 rates |
| Change-in-Control | Double-trigger only; for post-2014 group, payment equals 39 bi-weekly salary periods if terminated for good reason/without cause within 2 years; equity vesting per plan |
| Bonus post-termination | Post-2014 EVP severance agreements generally do not provide separate bonus payment; CEO terms differ |
| Clawback | Policy adopted Oct 2023; 3-year lookback for incentive-based comp upon restatement; severance agreements conformed |
| Pension (frozen) | 14 years credited service; present value $179,000; BRP frozen (no value listed) |
| Deferred Compensation | RRP: Exec contrib $103,872; Company $31,161; balance $895,392. EDCP: Exec contrib $181,666; Company restorative $10,900; withdrawals $(278,850); balance $2,219,285 |
Potential Payments (Illustrative, assuming termination on 2/28/2025):
- Termination Without Cause: Severance $1,050,000; unvested equity value $105,731; financial planning benefit $16,335; total $1,172,066 .
- CIC + Termination Without Cause/Good Reason: Severance $1,050,000; unvested equity value $105,731; financial planning benefit $16,335; total $1,172,066 .
Compensation Structure Analysis
- Mix shift toward performance equity: FY2025 long-term awards split 50% options / 50% PSUs versus FY2024’s ~75% options / 25% PSUs; PSUs reset to 3-year measurement, increasing at-risk alignment to multi-year profit delivery .
- Higher at-risk cash: EVP target bonus increased from 85% to 95% of salary in FY2025; actual FY2025 payout at 159.9% reflects strong performance against diversified metrics (EBIT, market share, execution, ESG) and EBIT multiplier .
- Robust clawback/no gross-ups/no repricing: Clawback compliant with NYSE Rule 10D-1; no tax gross-ups; no option repricing; hedging/pledging prohibited, mitigating misalignment risks .
Risk Indicators & Red Flags
- Related party transactions: None in FY2025 .
- Hedging/pledging: Prohibited; reduces alignment risk .
- Option repricing: Not permitted .
- Say-on-Pay: ~90% approval in 2024; program changes implemented in FY2025 responding to prior feedback .
Equity Ownership & Alignment (Detail Table)
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares (3/31/2025) | 149,309 | Includes shares acquirable via options/settlements as defined |
| Shares acquirable within 60 days | 134,809 | Near-term exercisable/settlement window |
| Ownership % | <1% | Of 152,833,478 outstanding shares |
| FY2025 option exercises (shares / $) | 10,021 / $173,464 | Realized value from exercise spread |
| FY2025 PSU vesting (shares / $) | 1,471 / $101,072 | Realized value at vesting |
Investment Implications
- Alignment: FY2025 redesign (50% PSUs with 3-year cumulative pre-tax income goals; higher bonus target) tightens pay-for-performance and multi-year profit focus; stock ownership guideline compliance and hedging/pledging prohibition strengthen alignment .
- Retention and selling pressure: Broad unvested equity across options/PSUs and 2-year non-compete/non-solicit reduce near-term flight risk; FY2025 exercises/vesting for Wilson were modest (10,021 options; 1,471 PSUs), suggesting limited immediate selling overhang .
- Change-of-control economics: For post-2014 EVPs, CIC benefits are relatively contained (salary continuation only; double-trigger), limiting takeover-related windfalls; equity accelerations follow award terms, reducing governance concerns versus legacy CEO package .
- Execution signals: FY2025 bonus outcomes were driven by EBIT and operational execution milestones (order processing rollout, title hub, auction run list modernization, and full-spectrum credit model funding), evidencing operational discipline under Wilson’s remit; monitor continued attainment of 3-year PSU targets tied to cumulative pre-tax income .