Marcella Shinder
Director at KMX
Board
About Marcella Shinder
Independent director of CarMax (KMX) since 2015; age 58. Background spans senior marketing and partnerships leadership at WeWork (Global Head of Marketing; later Global Head of Partnerships), CMO roles at ADP-acquired WorkMarket and Nielsen, and 17 years at American Express in marketing and GM roles across OPEN Small Business and Global Business Travel. Holds a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon’s Software Engineering Institute. Areas of depth include omnichannel marketing, digital transformation, big data/analytics, AI/advanced tech, cybersecurity oversight, and brand/product innovation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork Companies, Inc. | Global Head of Marketing; later Global Head of Partnerships | Mar 2018–Nov 2019 | Led global, integrated, omnichannel marketing agenda . |
| WorkMarket (acquired by ADP) | Chief Marketing Officer | 2016–2018 | Enterprise SaaS go-to-market leadership . |
| Nielsen Holdings plc | Chief Marketing Officer | 2011–2016 | Transformed digital properties; positioned firm for digital measurement leadership . |
| American Express | Various executive roles incl. Head of Marketing and GM (OPEN Small Business; Global Business Travel) | ~1994–2011 (17 years) | Earned industry recognition for digital leadership and marketing innovation . |
External Roles
| Organization | Capacity | Since | Notes |
|---|---|---|---|
| Charlesbank Capital Partners | Advisory Director | 2020 | Private equity advisory role . |
| Zappi (private, AI-based market research) | Board Director | Jun 2021 | Private-company directorship . |
| Brilliant Friends Investing | Founding Member | N/A | VC fund for women-founded businesses . |
| Public company boards | None | — | No current or past 5-year public company directorships disclosed . |
Board Governance
- Independence: Board determined Ms. Shinder is independent under NYSE standards (latest evaluation April 2025) .
- Committees (FY2025 and “following the annual shareholders meeting”):
- Nominating & Governance Committee (member) .
- Technology & Innovation Committee (member) .
- Attendance: Board met 5x, committees met 22x in FY2025; each incumbent director attended ≥93%. Ms. Shinder attended 5/5 Board, 4/4 Nominating & Governance, 4/4 Technology & Innovation (100% across her assignments) .
- Executive sessions: Independent directors meet in executive session at least once per regular Board meeting; lead independent director presides .
- Committee remits (relevant to her roles):
- Nominating & Governance: Board composition, corporate responsibility/ESG, government affairs, corporate governance guidelines .
- Technology & Innovation: Tech/omnichannel/digital/AI strategy; major tech project oversight; data science/ML; IP; cybersecurity, data privacy, AI, business continuity risks .
- Board leadership: Non-executive Chair; separate CEO; Lead Independent Director in place .
Fixed Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (FY2025 program) | $95,000 | |
| Committee chair fees (if applicable) | $35,000 Audit; $25,000 Compensation & Personnel; $20,000 Nominating & Governance; $20,000 Technology & Innovation | |
| Committee membership fees | Audit Committee Fee $5,000 (no listed fees for other committees) | |
| Meeting fees | $1,500 per in-person committee meeting; $750 per telephonic committee meeting; no Board meeting fee unless >8 meetings | |
| Equity retainer (RSUs) | $185,000 grant-value; RSUs vest on one-year anniversary; deferral optional |
| Director Actual FY2025 | Amount (USD) | Notes |
|---|---|---|
| Fees earned/paid in cash | 103,250 | Includes retainer plus applicable meeting/committee fees . |
| Stock awards (RSUs) | 185,004 | 2,598 RSUs granted July 2024; vest July 1, 2025; deferral permitted . |
| All other compensation | — | No other comp reported for Ms. Shinder . |
| Total | 288,254 | Sum of above . |
Grant specifics:
- In July 2024, each non-employee director then in office received 2,598 RSUs; vest July 1, 2025; deferral of receipt allowed . Ms. Shinder reported $185,004 grant-date fair value for FY2025 .
Program calibration:
- FY2025 non-employee director pay structure unchanged versus FY2024 after peer review by Semler Brossy; stock ownership guideline for directors is 5x annual cash retainer within five years; all non-employee directors met guideline as of Feb 28, 2025 .
Performance Compensation
Directors do not have performance-based pay; equity is time-vested RSUs with no disclosed performance metrics .
| Metric/Goal | Weight | Target | Outcome |
|---|---|---|---|
| Not applicable (no performance-based director pay disclosed) | — | — | — |
| Source: Director compensation program uses time-vested RSUs; no performance conditions disclosed . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards (past 5 years) | None . |
| Private company boards | Zappi (since June 2021) . |
| PE/VC affiliations | Advisory Director, Charlesbank Capital Partners (since 2020); Founding member, Brilliant Friends Investing . |
| Interlocks/related parties | None disclosed; Company reported no related person transactions in FY2025 . |
Expertise & Qualifications
- Omnichannel media/marketing; digital transformation; big data/analytics; AI and advanced technologies; cybersecurity; product/marketing innovation; social media and branding; plus CERT cybersecurity oversight credential—valuable for T&I oversight and data/cyber risk governance .
- No current Audit Committee service; not designated an audit committee financial expert (Board identifies Mr. Bensen as audit committee financial expert) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 13,743 | As of Mar 31, 2025; less than 1% of shares outstanding . |
| Shares that may be acquired within 60 days | 4,410 | Included in beneficial ownership table; see footnote methodology . |
| Director RSUs outstanding (unvested and/or deferred) | 12,333 | As of Feb 28, 2025 (director RSU table) . |
| Deferred stock units (DSUs) held | 5,325 | Vested RSUs deferred until retirement; excluded from beneficial ownership table . |
| Director stock ownership guideline | 5x annual cash retainer within five years; all non-employee directors met guideline as of Feb 28, 2025 | . |
| Hedging/pledging policy | Prohibited for all associates and non-employee directors | . |
Governance Assessment
-
Strengths
- Independence affirmed; no related-party transactions reported in FY2025; no public-company interlocks—reduces conflict risk .
- Full attendance across Board and committee duties (5/5, 4/4, 4/4) signals strong engagement .
- Skill alignment: deep digital/AI/cyber marketing background and CERT cybersecurity credential match T&I Committee oversight areas (AI, cybersecurity, data science, tech programs) .
- Ownership alignment: Time-vested RSUs and compliance with 5x retainer ownership guideline; hedging/pledging prohibited .
-
Watch items
- None disclosed specific to Ms. Shinder; the company reported no related-person transactions in FY2025, and director program remains straightforward (cash retainer + time-based RSUs) with no performance-metric creep for directors .
-
Implications
- Ms. Shinder’s presence supports board effectiveness in technology, digital, AI, and cyber risk domains—a key strategic and risk area for CarMax’s omnichannel model—while independence, attendance, and ownership practices support investor confidence .