Enrique Mayor-Mora
Executive Vice President and Chief Financial Officer at KMX
Executive
About Enrique Mayor-Mora
Executive Vice President and Chief Financial Officer of CarMax since October 2019; joined CarMax in 2011 (VP Finance), became Treasurer in 2016, promoted to CFO in 2019 and EVP in 2022. He holds a BA in Economics from McGill University and an MBA from the Richard Ivey School of Business (University of Western Ontario); age was disclosed as 51 at the time of his CFO appointment in October 2019 . Company performance highlights for fiscal 2025 include net income of $501 million, Adjusted EBIT of $795 million, and CarMax TSR value of $94.99 on a $100 initial investment vs. $222.34 peer group TSR; management’s annual bonus metrics emphasized EBIT, market share, operational execution, and ESG progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarMax | EVP & CFO | 2022–present | Leads Finance; chairs management Risk Committee reporting biannually to Board and Audit Committee . |
| CarMax | SVP & CFO | 2019–2022 | Oversaw Accounting, Tax, Treasury, Expansion Planning & Analysis, FP&A, Internal Audit . |
| CarMax | Treasurer | 2016–2019 | Led treasury; succession to CFO; expanded funding capabilities . |
| CarMax | VP Finance | 2011–2016 | Strategic and financial planning, risk management, investor relations . |
| Denny’s Corporation | VP FP&A & Investor Relations | 2005–2011 | Led FP&A and IR; public-company finance experience . |
| Gap Inc. | Finance roles | 2001–2005 | Financial roles of increasing responsibility . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 726,803 | 748,958 | 775,504 |
| Target Bonus % of Salary | — | 85% (EVP standard before increase) | 95% (EVP target increased by 10 pts) |
| Actual Annual Incentive Bonus ($) | 302,826 | 425,275 | 1,178,941 |
| All Other Compensation ($) | 120,221 | 73,748 | 83,285 |
Summary Compensation (multi-year):
| Component | FY 2023 ($) | FY 2024 ($) | FY 2025 ($) |
|---|---|---|---|
| Salary | 726,803 | 748,958 | 775,504 |
| Stock Awards | 205,954 | 269,516 | 1,137,034 |
| Option Awards | 1,084,933 | 1,084,935 | 899,999 |
| Non-Equity Incentive | 302,826 | 425,275 | 1,178,941 |
| All Other | 120,221 | 73,748 | 83,285 |
| Total | 2,440,737 | 2,602,432 | 4,074,763 |
Notes:
- FY2025 base salary increased 3% to $776,104 effective April, broadly consistent with salaried associate increases (carried in compensation tables as $775,504 given pay-period timing) .
- Executive perquisites include company automobile personal use ($1,334), RSP match ($20,961), RRP/EDCP restorative contributions ($50,965), and other benefits (tax/financial planning and charitable match) ($10,025); no tax gross-ups .
Performance Compensation
Annual Incentive Plan – FY2025 Design and Outcome:
| Metric | Weight | Target | Actual/Committee Assessment | Payout for Metric |
|---|---|---|---|---|
| EBIT | 50% | 100% at $751m; 50% at $699m; multiplier thresholds at $789m & $811m | Actual EBIT $795m; 100% achieved; triggered bonus multiplier of 163.2% | 50.0 pts (before multiplier) |
| Market Share (Age 0–10 vehicles) | 15% | 100% at 3.85% for CY2024 or 4.00% in Q4 CY2024; 50% at 3.47% | Estimated share 3.7%; 86% achievement; 13.0 pts | 13.0 pts |
| Operational Execution (Retail & Supply metrics) | 25% | Four execution goals (order processing rollout, title hub rollout, auction run list coverage, credit/funding model) | All achieved; 25.0 pts | 25.0 pts |
| Environmental & Social Objectives | 10% | 50% reduction in GHG vs 2018 by end of 2025; ≥90% associate inclusion training completion | Both achieved; 10.0 pts | 10.0 pts |
| Total (pre-multiplier) | 100% | — | Overall 98% goal achievement | 98.0 pts |
| Bonus Multiplier | — | +50% at EBIT ≥$789m; +100% at ≥$811m | EBIT $795m → 163.2% multiplier applied | — |
| Final Performance Adjustment Factor | — | — | 98% × 163.2% = 159.9% factor | 159.9% |
Long-Term Equity – Structure, Grants, and Vesting:
| Grant Year | Instrument | Grant Date | Fair Value ($) | Performance Metric | Threshold/Target/Max | Measurement Period | Vesting |
|---|---|---|---|---|---|---|---|
| FY2025 | PSUs | 5/7/2024 | 900,009 | Cumulative pre-tax income | 50% / 100% / 200% | 3 years (FY2025–FY2027) with goals set at outset | Cliff vest at 3rd anniversary (5/1/2027) |
| FY2025 | Options | 5/1/2024 | 899,999; 30,843 options @ $67.21 strike | Stock price appreciation | — | 7-year term | 25% annually over 4 years; expire 5/1/2031 |
| FY2024 (portion measured in FY2025) | PSUs | 5/7/2024 (year-two goal set) | Included in FY2025 grant tables | One-year pre-tax income | Achieved 159% for year two | One-year (FY2025 segment) | Vests at 3rd anniversary (5/1/2026) |
| FY2023 (portion measured in FY2025) | PSUs | 5/7/2024 (year-three goal set) | Included in FY2025 grant tables | One-year pre-tax income | Achieved 159% for year three; full award payout 67% across 3 years | One-year (FY2025 segment) | Vests at 3rd anniversary (5/3/2025) |
Notes:
- FY2025 program re-balanced to 50% PSUs and 50% options (fair value), with PSUs returning to a three-year measurement period in response to shareholder feedback .
- Option SARs exist only as tandem rights exercisable upon change-in-control; no free-standing SARs .
Equity Ownership & Alignment
- Stock ownership guidelines: EVP must hold the lesser of 3× base salary or 100,000 shares; acceptable holdings include outright shares, vested options, PSUs, and MSUs; all current NEOs met guidelines as of Feb 28, 2025 .
- Hedging and pledging of CarMax stock are prohibited for executives and directors .
Beneficial Ownership as of March 31, 2025:
| Holder | Shares Beneficially Owned | Shares Acquirable within 60 days | % of Class |
|---|---|---|---|
| Enrique N. Mayor-Mora | 164,489 | 145,435 | <1% |
Outstanding Equity Awards (selected grants at FY2025 year-end):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 5/1/2024 | — | 30,843 | 67.21 | 5/1/2031 |
| 5/1/2023 | 9,321 | 27,962 | 70.48 | 5/1/2030 |
| 5/2/2022 | 16,281 | 16,280 | 91.14 | 5/2/2029 |
| 5/3/2021 | 17,275 | 5,758 | 136.94 | 5/3/2028 |
| 5/1/2020 | 39,592 | — | 71.07 | 5/1/2027 |
| 5/1/2019 | 20,540 | — | 78.61 | 5/1/2026 |
PSUs Outstanding (at FY2025 year-end):
| Grant Year | Unvested PSUs (#) | Notes |
|---|---|---|
| FY2025 | 26,782 (uneared shares potential) | Assumes performance multiplier per program |
| FY2024 | 1,711 (uneared shares potential) | Yr1 multiplier 38%, Yr2 159%, Yr3 TBD as of 2/28/2025 |
| FY2023 | 1,711 (uneared shares potential) | Final payout 67% across 3 years |
Insider Activity (settlement/exercises in FY2025):
| Activity | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 16,150 | 320,127 |
| PSUs vested | 1,915 | 131,580 |
Employment Terms
- Severance Agreement (post-2014 form for EVPs):
- Severance if terminated without cause equals then-current biweekly salary paid over 39 biweekly periods; no bonus component; double-trigger required for CIC-related severance .
- Restrictive covenants: non-compete and non-solicit for two years; confidentiality obligations indefinite; return of property and release required .
- Clawback: Company-wide clawback policy adopted October 2023 (effective Dec 1, 2023) to recoup incentive comp upon restatement; severance agreements conformed; plan-level clawbacks in bonus and equity plans .
Potential Payments Table (Enrique N. Mayor-Mora; assuming event on Feb 28, 2025):
| Scenario | Severance Payment ($) | Equity Acceleration ($) | CIC Payment ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause | 1,164,156 | 935,393 | — | 16,335 (financial services) | 2,115,884 |
| Resignation for Good Reason | — | 935,393 | — | 16,335 | 951,728 |
| Early/Normal Retirement | — | 3,699,621 | — | 16,335 | 3,715,956 |
| Death or Disability | — | 2,701,326 | — | 16,335 | 2,717,661 |
| CIC + Termination Without Cause/Good Reason | 1,164,156 | 935,393 | — (post-2014 form uses 39 biweekly periods; no 2.99× provision) | 16,335 | 2,115,884 |
Equity Ownership & Alignment Policies
- Ownership guidelines: EVP must achieve guideline within 5 years of becoming subject to the level; all NEOs in compliance as of FY2025 year-end .
- Prohibitions: Hedging, pledging, and holding CarMax stock in margin accounts are prohibited; Insider Trading Policy governs trading windows and pre-clearance .
- Related-party transactions: None in FY2025 .
- Pension/SERP: No defined benefit accruals for Mayor-Mora; Pension and Benefit Restoration Plans are frozen; his Pension entries are “—” .
- Deferred compensation: Company RRP contributions credited; no EDCP deferrals disclosed for Mayor-Mora in FY2025 .
Compensation Structure Analysis
- Pay mix and changes: FY2025 increased equity grant value (PSUs and options) vs. FY2024 consistent with benchmarking; EVP target bonus raised to 95%, amplifying pay-for-performance leverage; annual bonus paid at 159.9% factor on diversified metrics and EBIT multiplier .
- Shift to longer performance horizon: PSUs returned to three-year measurement with cumulative pre-tax income goals; options limited to 50% of LTI value to strengthen performance orientation and alignment .
- Governance and risk mitigation: Robust clawbacks; no tax gross-ups; no option repricing; diversified metrics and capped plan (200%) limit excessive risk-taking .
Compensation Peer Group (Benchmarking)
Peer group includes AutoNation, AutoZone, Best Buy, Dick’s Sporting Goods, Dollar General, Dollar Tree, eBay (removed for FY2026), Gap, Genuine Parts, Kohl’s, Lowe’s, Macy’s, Ross Stores, Sherwin-Williams, Target, TJX, Tractor Supply; Committee references blended peer/survey 50th percentile for base and target bonus, with LTI designed to reward sustained performance above median .
Say-on-Pay & Shareholder Feedback
Say-on-Pay support improved to ~90% in 2024 after feedback-led program changes; 2023 support was ~71% vs. historical ~97% average (2018–2022). Changes implemented for FY2025 included three-year PSUs, diversified metrics, and LTI mix rebalancing .
Investment Implications
- Alignment: Strong pay-for-performance with diversified annual metrics and three-year PSUs, strict ownership guidelines, prohibitions on hedging/pledging, and robust clawbacks support shareholder alignment .
- Retention vs. liquidity: Four-year option vesting and three-year PSU vesting create retention hooks; FY2025 exercises/vestings were modest (16,150 options exercised; 1,915 PSUs vested), suggesting limited near-term selling pressure from scheduled events .
- Change-of-control economics: Double-trigger severance with salary-only biweekly payments (39 periods) for EVPs and equity acceleration; absence of tax gross-ups and capped plan mitigate takeover-related pay inflation risk .
- Performance backdrop: FY2025 Adjusted EBIT $795m, net income $501m and EBIT-driven bonus multiplier reflect operational recovery; vigilant monitoring of EBIT and market share targets remains key to forecasting incentive payouts and potential equity vesting outcomes .