Mitchell Steenrod
Lead Independent Director at KMX
Board
About Mitchell D. Steenrod
Mitchell D. Steenrod, age 58, has served on CarMax’s board since 2011 and as Lead Independent Director since 2019. He is the former Senior Vice President and CFO of Pilot Travel Centers LLC (2004–2018) and previously held roles at Marathon Oil Company and Marathon Ashland Petroleum LLC across accounting, general management, and marketing, with oversight experience spanning technology, business development, supply chain, and legal functions . The Board affirms his independence under NYSE standards (April 2025 review) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pilot Travel Centers LLC | Senior Vice President & Chief Financial Officer | 2004–2018 | Oversight of technology, business development, supply chain, legal |
| Pilot Travel Centers LLC | Controller & Treasurer | 2001–2004 | Finance leadership roles prior to CFO |
| Marathon Oil Company; Marathon Ashland Petroleum LLC | Various roles in accounting, general management, marketing | ~12 years | Led and participated in large acquisitions/business combinations; deep financial controls expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Recharge Acquisition Corp. | Director | 2020–2022 | Prior SPAC directorship; none current public boards disclosed in 2024 proxy |
Board Governance
- Lead Independent Director responsibilities: principal liaison between independent directors and CEO; sets board agendas; presides over executive sessions; chairs board meetings when the chair is absent; meets shareholders as appropriate; coordinates CEO and director evaluations with the chair .
- Independence: Board determined Mr. Steenrod is independent (April 2025) .
- Attendance and engagement: Board met 5 times; committees met 22 times; each incumbent director attended ≥93% of meetings; average attendance 99%. Mr. Steenrod attended 5/5 Board meetings and 4/4 Nominating & Governance Committee meetings in fiscal 2025; directors attended the 2024 annual meeting .
- Executive sessions: independent directors meet in executive session at least once per regularly scheduled Board meeting; the Lead Independent Director presides .
| Committee | FY2025 Membership | Post-Annual Meeting Membership | Role |
|---|---|---|---|
| Audit | Not a member in FY2025 (members: Bensen (Chair), O’Neil, Satriano) | Bensen (Chair), Satriano, Steenrod | Member (post-meeting) |
| Compensation & Personnel | Not a member | Not listed (post-meeting chair rotation noted generally) | — |
| Nominating & Governance | Goodman (Chair), Shinder, Steenrod | Goodman (Chair), Shinder, Steenrod | Member |
| Technology & Innovation | Not a member | Not a member | — |
Fixed Compensation
| Element | Amount/Description | Detail |
|---|---|---|
| Annual Cash Retainer | $95,000 | Standard non-employee director cash retainer |
| Lead Independent Director Fee | $50,000 | Additional fee for Lead Independent Director |
| Committee Chair Fees | $35,000 (Audit); $25,000 (Comp); $20,000 (NomGov); $20,000 (Tech) | Applied if serving as committee chair |
| Committee Membership Fee | $5,000 (Audit Committee) | Additional non-chair committee membership fee |
| Board/Committee Meeting Fees | None for Board; Committee: $1,500 in-person / $750 telephonic | Board meeting fees only if >8 meetings in year |
| Reimbursements/Benefits | Travel reimbursement; health/dental/vision plan eligibility for terms beginning before June 2014 | Non-employee directors may not use company aircraft for personal travel |
| Non-Employee Director Compensation (FY2025) | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Mitchell D. Steenrod | 150,250 | 185,004 | 13,607 | 348,861 |
Notes:
- All Other Compensation includes matching charitable gifts and health plan participation costs; none exceeded the greater of $25,000 or 10% of total benefits for any director .
- Semler Brossy serves as the independent compensation consultant for director pay benchmarking; program unchanged vs. fiscal 2024 after review .
Performance Compensation
| Equity Instrument | Grant | Vesting | Quantity | Valuation |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual equity retainer | RSUs vest on the one-year anniversary; FY2025 RSUs vest July 1, 2025; deferral permitted | 2,598 shares granted to each non-employee director in July 2024 | $185,004 grant date fair value (ASC 718) |
- No performance-based metrics (e.g., TSR, EBITDA) apply to director RSUs; awards are time-based .
- Compensation and Personnel Committee oversees clawback policies for executive compensation; director equity described above is not performance-conditioned .
Other Directorships & Interlocks
| Company | Relationship to KMX | Potential Interlock/Conflict |
|---|---|---|
| None currently disclosed for Mr. Steenrod | — | No current public company interlocks disclosed |
- Independence review considered relationships for directors broadly; one example disclosed relates to another director’s employer (CDW) and did not impair that director’s independence; no related-party exposure disclosed for Mr. Steenrod .
Expertise & Qualifications
- CFO experience and financial/accounting rigor; deep exposure to internal controls and financial reporting .
- Operational oversight across technology, supply chain, legal, and business development; experience in large-scale M&A and combinations .
- Board skills matrix highlights Accounting & Finance, Risk Oversight, Strategic Planning among his competencies .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (Mar 31, 2025) | 22,144 | Beneficial ownership <1% of 152,833,478 shares outstanding |
| Shares Acquirable within 60 Days | 4,410 | Includes eligible equity settlements/options per table methodology |
| Deferred DSUs (excluded from beneficial table) | 7,535 | Vested DSUs deferred until the January 1 following retirement from the Board |
| Ownership Guideline Compliance | Met | Non-employee directors must hold 5x annual cash retainer within 5 years; all met as of Feb 28, 2025 |
| Hedging/Pledging | Prohibited | Company policy prohibits pledging, margining, and hedging by directors |
Governance Assessment
- Board effectiveness and leadership: As Lead Independent Director since 2019, Steenrod enhances independent oversight, agenda-setting, and shareholder engagement; his role reinforces robust executive session practices and clear accountability to investors .
- Committee engagement: Active member of Nominating & Governance; slated to join Audit post-annual meeting—consistent with his finance background and strengthening accounting oversight .
- Alignment and incentives: Strong equity alignment via RSUs and compliance with stringent director ownership guidelines; hedging/pledging prohibitions further support investor alignment .
- Attendance: Full attendance at Board (5/5) and Nominating (4/4) meetings in FY2025 contributes positively to board reliability; overall board attendance is high (≥93%, average 99%) .
- Compensation structure: Mix of fixed cash (retainer and LID fee) and time-based RSUs; program benchmarked by an independent consultant and unchanged year-over-year, indicating disciplined pay governance . His FY2025 total compensation was $348,861 .
- Conflicts/related-party exposure: No related-party transactions disclosed for Steenrod; independence affirmed in April 2025 .
RED FLAGS: None identified. No pledging/hedging; high attendance; independence affirmed; no performance award repricing or discretionary metrics for director pay; RSUs are time-based and within standard market practice .