David McCreight
About David McCreight
David W. McCreight, age 62, is an independent director of CarMax, Inc. (KMX), serving on the Board since 2018 and designated to become Chair of the Compensation and Personnel Committee following the 2025 annual meeting . He is a seasoned retail operator with CEO/President roles across digitally led brands (Lulu’s, Anthropologie, Urban Outfitters divisions, Under Armour, Lands’ End), bringing omnichannel and ecommerce expertise aligned with CarMax’s strategy . During FY2025, KMX delivered net EPS of $3.21, Adjusted EBIT of $795M, used unit sales +3.1%, CAF income +2.4%, and market share of 3.7% (age 0–10 used vehicles), while 5-year “value of $100” TSR stood at 94.99 versus 222.34 for the S&P 500 Retailing Index peer series, framing the pay-for-performance context overseen by McCreight’s committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lulu’s Fashion Lounge Holdings, Inc. | Executive Chair; previously CEO | Exec Chair 2023–2024; CEO 2021–Mar 2023 | Led a digitally native women’s fashion platform serving millennial/Gen Z consumers . |
| Urban Outfitters, Inc. | President (parent firm) | 2016–2018 | Oversaw global consumer brands across digital, retail, wholesale . |
| Anthropologie (URBN brand) | Chief Executive Officer | 2011–2018 | Drove transformation from store-centric to best-in-class omnichannel platform, elevating brand experience . |
| Under Armour | President | 2008–2010 | Senior leadership at performance apparel company . |
| Lands’ End | President; SVP | Pres 2005–2008; SVP 2003–2005 | Senior roles at apparel retailer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lulu’s Fashion Lounge Holdings, Inc. | Director | 2017–2024 | Former Exec Chair/CEO; stepped off board in 2024 . |
| Wolverine World Wide, Inc. | Director | 2019–2023 | Public company board experience . |
Fixed Compensation (Director)
- Director compensation program (FY2025): Annual cash retainer $95,000; annual equity retainer $185,000 in RSUs; Board Chair fee $200,000; Lead Independent Director fee $50,000; Committee Chair fees (Audit $35,000; Compensation $25,000; Nominating $20,000; Technology & Innovation $20,000); Committee meeting fees $1,500 in-person / $750 telephonic .
- Vesting for director RSUs: One-year vest; FY2025 grants vest July 1, 2025; deferral of receipt permitted .
- FY2025 actual director compensation (McCreight): Cash fees $101,000; Stock awards $185,004; Total $286,004 .
- FY2025 grant size: 2,598 RSUs to each non-employee director in July 2024 .
Performance Compensation (Program Oversight as Comp Committee Chair-Designate)
CarMax NEO incentive design (fiscal 2025) — McCreight serves on, and will chair, the Compensation and Personnel Committee that sets and oversees these metrics and payouts .
- Program changes implemented in FY2025 after shareholder feedback: returned to 3-year PSU measurement; diversified metrics; 50% PSUs / 50% stock options mix; increased equity grant economic values where appropriate .
- Clawback policy adopted (Oct 2023, effective Dec 1, 2023) under NYSE/SEC 10D-1; applies to incentive-based comp for current/former executive officers .
- No single-trigger change in control benefits; double-trigger required; no tax gross-ups; prohibition on hedging and pledging .
Detailed FY2025 annual bonus performance and payout:
| Metric | Weight | Target | Actual/Assessment | Payout Result |
|---|---|---|---|---|
| EBIT | 50% | $751M (100% for this goal; 50% credit) | $795M (components detailed by Committee) | 100% of this component (50 pp) |
| Market share (age 0–10) | 15% | 3.85% CY2024 or 4.00% in Q4’24 (100%) | 3.7% (estimate) → 86% attainment (13 pp) | 86% of this component |
| Operational execution (retail tool scale, title hub rollout, auction run list, full-spectrum credit/funding) | 25% | Four sub-metrics, each 6.25 pp | All achieved → 100% (25 pp) | 100% of this component |
| Environmental & Social (GHG reduction and inclusion training) | 10% | 50% GHG reduction vs 2018; 90%+ training completion | Achieved both → 100% (10 pp) | 100% of this component |
| Overall pre-multiplier | — | — | 98% overall | — |
| EBIT bonus multiplier | — | 163.2% if EBIT > $789M | Applied (EBIT $795M) | — |
| Final performance adjustment factor | — | — | 159.9% | — |
Long-term equity (NEOs) in FY2025:
- Mix: 50% PSUs (3-year cumulative pre-tax income goal; 0–200% payout); 50% options (4-year vest; 7-year term) .
- PSU achievements certified: FY2023 PSUs (year 3) and FY2024 PSUs (year 2) at 159% based on FY2025 pre-tax income of $687M as adjusted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 4,206 KMX shares beneficially owned (as of Mar 31, 2025) . |
| Shares acquirable within 60 days | 1,996 (e.g., near-term RSU settlements) . |
| Director RSUs (unvested and/or deferred) | 11,736 RSUs as of FY2025 year-end . |
| Ownership as % of shares outstanding | <1% (company notes under 1% for each director listed) . |
| Director ownership guideline | 5x annual cash retainer; all non-employee directors met guideline as of Feb 28, 2025 . |
| Hedging/pledging | Prohibited for all associates and non-employee directors . |
Implications for selling pressure:
- Annual director RSU grant (2,598 units) vests on July 1, 2025, with optional deferral; scale is modest relative to float, implying minimal structural selling pressure from board grants alone .
Employment Terms (Director) and Governance
- Independence: Classified as independent by the Board under NYSE standards (Apr 2025 review) .
- Board leadership: Non-executive Chair; Lead Independent Director in place; CEO/Chair roles split .
- Committees (FY2025): Member, Compensation & Personnel; designated to become Chair post-annual meeting (other members Sona Chawla, Mark F. O’Neil) .
- Attendance: Attended 5 of 5 Board meetings and 5 of 5 Compensation & Personnel Committee meetings; all incumbents attended ≥93% of their meetings .
- Related person transactions: None in FY2025 .
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Cash fees earned (McCreight) | $101,000 |
| Equity (RSUs) – grant date fair value | $185,004 |
| Total | $286,004 |
| Program terms (reference) | Cash retainer $95,000; annual RSU $185,000; committee chair and meeting fees per policy . |
Compensation Committee Analysis (What he oversees)
- Shareholder feedback and say-on-pay: 2024 say-on-pay passed with ~90% support; 2023 at ~71%; historical 2018–2022 averaged ~97%; drove FY2025 program changes (3-year PSUs, diversified metrics, option/PSU mix) .
- Independent advisor: Semler Brossy retained; assessed independent; no other services to CarMax .
- Benchmarking/peer group: Retail/auto-focused peer set (e.g., AutoZone, AutoNation, Best Buy, Target, Tractor Supply, TJX, etc.); reviewed annually .
- Risk controls: Clawback policy; capped bonus factors; prohibition on repricing; stock ownership requirements; no single-trigger CIC .
Performance & Track Record (KMX context during his tenure)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Net Income ($M) | 747 | 1,151 | 485 | 479 | 501 |
| Adjusted EBIT ($M) | 1,050 | 1,584 | 749 | 766 | 795 |
| Value of $100 (Company TSR) | 136.88 | 125.22 | 79.07 | 90.48 | 94.99 |
| Value of $100 (S&P 500 Retailing Index) | 147.99 | 158.40 | 124.47 | 192.01 | 222.34 |
| FY2025 EPS (diluted) | — | — | — | — | $3.21 |
| FY2025 used unit sales YoY | — | — | — | — | +3.1% |
| FY2025 market share (age 0–10) | — | — | — | — | 3.7% |
Notes: FY2025 EBIT target-setting excluded specified non-cash/unrealized items; CAF income +2.4% YoY in FY2025 .
Board Governance (McCreight-specific)
- Role: Independent Director since 2018; Comp & Personnel Committee (Chair post-meeting). Not an executive officer of CarMax; independence maintained (no CEO/Chair duality by him) .
- Director stock ownership: Meets guideline (≥5x cash retainer); RSUs subject to one-year vesting and optional deferral .
- No pledging/hedging permitted, reducing alignment risk .
Investment Implications
- Compensation alignment: As incoming Chair of the Compensation Committee, McCreight is positioned to continue anchoring incentives to multi-year operating performance (3-year PSUs) and profit quality (pre-tax income/Adjusted EBIT), with clawbacks and ownership requirements enhancing alignment; 2025’s 159.9% annual bonus outcome reflected strong EBIT and strategic execution against diversified goals .
- Retention risk and governance: No related-person transactions; robust independence posture; active shareholder engagement; improved say-on-pay support in 2024 after program changes suggests lower governance overhang versus 2023 .
- Trading signals: Director equity is modest and time-based; July 1 annual director RSU vesting is small relative to float, implying minimal direct selling pressure from McCreight’s holdings; hedging/pledging prohibited .
- Strategic value-add: His deep omnichannel retail background aligns with CarMax’s digital and data-driven initiatives, potentially improving incentive metric calibration around customer growth, operational execution, and profitability, which the committee already embedded in FY2025 goals .