Mark O’Neil
CARMAXAbout Mark F. O’Neil
Independent director of CarMax since 2019 (Age 66). Veteran automotive retail and technology operator: former COO of Cox Automotive (led Autotrader website rebuild), CEO/Chairman of Dealertrack (scaled the leading web-based auto retail software/credit network), and earlier CarMax executive (1992–2000, VP 1997–2000). Began career at Intel and McKinsey. Classified as independent by the Board (NYSE standards) following the April 2025 evaluation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Automotive | Chief Operating Officer | 2016–Mar 2019 | Led Autotrader.com rebuild to be more interactive for consumers |
| Dealertrack Technologies | Chief Executive Officer; President; Chairman | CEO 2001–2015; President 2001–2014; Chairman 2005–2015 | Built the leading web-based software suite and largest online auto credit app network in U.S./Canada |
| CarMax | Various roles; Vice President | 1992–2000; VP 1997–2000 | Helped develop and roll out CarMax retail model |
| Greenlight.com | President & COO | 2000–2001 | Online auto sales platform leadership |
| Ertley MotorWorld | President | (Not disclosed) | Dealer group leadership |
| Intel; McKinsey & Co. | Early career; Consultant | (Not disclosed) | Strategy/operations foundation |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Public boards (past 5 years) | None |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined O’Neil is independent (NYSE standards), Apr 2025 |
| Committee assignments (FY2025) | Audit (Member); Technology & Innovation (Member) |
| Committee rotation (post-2025 AGM) | Moves to Compensation & Personnel (Member); continues on Technology & Innovation; leaves Audit (Steenrod joins Audit) |
| Attendance (FY2025) | Board 5/5; Audit 9/9; Technology & Innovation 4/4; each incumbent director ≥93% attendance; average 99% |
| Lead Independent Director | Mitchell D. Steenrod (not O’Neil) |
| Executive sessions | Independent directors meet in executive session at least once each regular Board meeting |
Fixed Compensation
| Component | O’Neil FY2025 Amount | Program Detail |
|---|---|---|
| Annual cash fees | $112,000 | Cash retainer $95,000; committee meeting fees $1,500 in-person/$750 telephonic; Audit Committee fee $5,000; additional chair fees for designated roles (not applicable to O’Neil) |
| Annual equity retainer (RSUs) | $185,004 | $185,000 target in RSUs; RSUs vest on one-year anniversary (July 1, 2025 for FY2025 grant); deferral permitted |
| All other compensation | $10,000 | Matching charitable gifts/benefits available to associates (no item >$25,000) |
| Total | $307,004 | Sum of above |
Performance Compensation
| Item | Status |
|---|---|
| Performance-based director pay | None; non-employee directors receive time-based RSUs (no performance metrics) |
Other Directorships & Interlocks
| Topic | Assessment |
|---|---|
| Current public directorships | None |
| Interlocks/conflicts | None disclosed; no related person transactions in FY2025 |
Expertise & Qualifications
- Deep operating experience at the intersection of auto retail and technology; led large-scale digital transformations and software platform growth (Dealertrack, Cox/Autotrader) .
- Risk, technology, AI and cybersecurity oversight via Technology & Innovation Committee remit (data science/ML, AI, cyber, business continuity) .
- Financially literate (served on Audit Committee; all members are financially literate under NYSE/SEC standards) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 27,016 shares; less than 1% of outstanding (152,833,478) |
| RSUs outstanding (as of Feb 28, 2025) | 11,121 (unvested and/or deferred RSUs) |
| Indirect holdings | 15,895 shares held by spouse in a revocable trust (included in beneficial ownership) |
| Hedging/pledging | Prohibited for non-employee directors by company policy |
| Director ownership guideline | 5x annual cash retainer within 5 years; all non-employee directors met guideline as of Feb 28, 2025 |
Governance Assessment
- Strengths: Independent director with 30+ years of auto/tech experience; perfect FY2025 attendance across Board/committees; service on Audit and Technology & Innovation brings both financial oversight and digital risk oversight to the Board . No related person transactions; hedging/pledging prohibited; ownership guideline met, aligning incentives with shareholders .
- Committee positioning: Post-AGM rotation adds him to Compensation & Personnel, leveraging operating expertise in talent/comp design; continuity on Technology & Innovation supports AI/cyber oversight as KMX advances omnichannel initiatives .
- Potential concerns: None disclosed. Prior CarMax employment (ended in 2000) does not affect current independence (affirmed in 2025 review). No other public boards, reducing interlock risk but also fewer external governance lenses .
- Broader governance context: Shareholders supported Say-on-Pay at ~90% in 2024 following program changes; Board maintains annual elections, majority voting, proxy access, and special meeting right (20% threshold adopted Jan 2025) — all supportive of investor confidence .