Peter Bensen
Director at KMX
Board
About Peter J. Bensen
Independent director at CarMax since 2018; age 62; former Corporate EVP/CFO and later Chief Administrative Officer at McDonald’s, with oversight of IT, supply chain and support functions; began career as a senior manager at Ernst & Young . Determined independent by the Board in April 2025 under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Corporate EVP & CFO; Corporate Sr. EVP & CFO; Chief Administrative Officer | CFO 2008–2015; CAO 2015–2016; retired 2016 | Oversight of IT and supply chain; led strategic response to changing market |
| Ernst & Young LLP | Senior Manager | Pre-1996 | Audit/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lamb Weston Holdings, Inc. | Director | Current | Other current public company board |
Board Governance
| Item | Detail |
|---|---|
| Committees | Audit Committee Chair; Audit Committee members: Bensen (Chair), Satriano, Steenrod after 2025 meeting |
| Audit Committee expertise | Each member financially literate; Bensen considered audit committee financial expert under NYSE/SEC standards |
| Attendance | Board met 5 times; Audit met 9; Bensen attended 5 Board and chaired 8 of 9 Audit meetings; all directors attended ≥93% with 99% average |
| Independence | Board determined Bensen independent (April 2025) |
| Board leadership | Non-executive Chair (Folliard) and Lead Independent Director (Steenrod) structure; executive sessions at each regular meeting |
Fixed Compensation
| Component | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $143,250 | Director-specific table |
| Stock Awards (FY2025) | $185,004 | Director-specific table |
| All Other Compensation (FY2025) | $5,000 | Matching gifts/benefits per program |
| Total (FY2025) | $333,254 | Sum of above |
| Program Elements (reference) | Annual cash retainer $95,000; Audit Chair $35,000; Audit Committee fee $5,000; Committee meeting fees: $1,500 in-person / $750 telephonic; Annual equity retainer $185,000 RSUs vesting at one year | Compensation program |
Notes:
- Director stock ownership guideline: 5x annual cash retainer; all non-employee directors met guideline as of Feb 28, 2025 .
Performance Compensation
- CarMax does not use performance-based equity for non-employee directors; annual equity is time-based RSUs vesting on the one-year anniversary (e.g., 2,598 RSUs granted to each non-employee director in July 2024, vesting July 1, 2025) .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Assessment |
|---|---|---|
| Lamb Weston Holdings, Inc. | No disclosed CarMax transactions with Lamb Weston | Low conflict probability given disparate industries; Board reported no related person transactions in FY2025 |
Expertise & Qualifications
- Former Fortune 100 CFO/CAO with deep accounting, finance, IT, and supply chain oversight credentials .
- Considered audit committee financial expert; strengthens risk oversight, internal controls, and auditor independence supervision .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares (3/31/2025) | 7,390 | Includes direct and certain convertible/settlement positions as defined |
| Shares acquirable within 60 days | 2,390 | Typically vested options/settlements within 60 days |
| Deferred director stock units (DSUs) | 9,555 | Vested RSUs deferred until post-retirement settlement |
| Restricted Stock Units outstanding | 14,543 | Unvested RSUs and deferred vested RSUs count |
| Ownership as % of shares outstanding | <1% of 152,833,478 shares | Less than one percent |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | Alignment safeguard |
Governance Assessment
-
Strengths:
- Audit Committee Chair and designated financial expert, indicating strong oversight of financial reporting, auditor independence, compliance and internal audit performance .
- High attendance and engagement (5 Board; 8 of 9 Audit), with overall Board attendance strong (≥93%; 99% average) .
- Clear independence status; no related person transactions disclosed for FY2025 .
- Director equity ownership guidelines met; RSU-based equity fosters alignment without performance-manipulation risk .
-
Risks/Considerations:
- Equity exposure primarily via RSUs/DSUs; direct ownership is modest relative to total shares, though guideline compliance mitigates alignment concerns .
- External directorship at Lamb Weston appears non-conflicting given industry separation; continue to monitor for any emergent related-party transactions (none in FY2025) .
-
Broader governance signals:
- Board maintains shareholder-focused practices (majority voting, annual elections, proxy access, special meeting right at 20%) and robust committee structure including Technology & Innovation oversight of cyber/AI risks .
- Executive compensation governance shows active shareholder engagement and recent structural changes; 2024 say-on-pay support ~90%, suggesting investor confidence in pay practices overseen by the Board .
RED FLAGS
- None observed specific to Bensen: no related-party transactions, no pledging/hedging, independent status affirmed, strong attendance .