Pietro Satriano
Director at KMX
Board
About Pietro Satriano
Independent director at CarMax since 2018 (age 62), Satriano is a former CEO and Chair of US Foods with deep operating and merchandising experience across consumer and food distribution, and prior strategy roles at BCG and Monitor. He currently serves as an Executive Advisor at JMPS Advisory LLC and brings ecommerce/technology-enabled growth perspectives relevant to CarMax’s omni-channel strategy . Board tenure: 7 years (2018–present) . Independence: Affirmed by the Board under NYSE rules (April 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Foods Holding Corp. | Chief Executive Officer; Director; Chairman of the Board | CEO: Jul 2015–May 2022; Director: Jul 2015–Jun 2022; Chairman: Dec 2017–Feb 2022 | Led strategy using technology and e-commerce solutions to drive growth in a competitive distribution market . |
| US Foods Holding Corp. | Chief Merchandising Officer | Feb 2011–Jul 2015 | Senior merchandising leadership . |
| LoyaltyOne Canada | President | 2009–2011 | Led loyalty/consumer programs business . |
| Loblaw Companies Limited | EVP, Loblaw Brands; EVP, Food Segment | 2002–2008 | Senior consumer retail leadership . |
| Monitor Company (Milan), BCG (Toronto) | Strategy Consultant | Early career | Strategy advisory experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metro Inc. (TSX) | Director (current) | Not disclosed | Current public company directorship . |
| JMPS Advisory LLC | Executive Advisor (current) | Not disclosed | CarMax discloses his director fees were paid to JMPS Advisory LLC . |
| US Foods Holding Corp. | Director (prior) | 2015–2022 | Prior public company board . |
Board Governance
- Committees (FY2025): Audit Committee member (Bensen, Chair; members: Bensen, Satriano, Steenrod). No chair roles disclosed for Satriano .
- Prior year rotation (FY2024): Appointed to Audit (stepped down from Nominating & Governance) on June 27, 2023 .
- Attendance (FY2025): Attended all 5 Board meetings and all 9 Audit Committee meetings (table shows per-director attendance = meetings attended) .
- Independence: Determined independent in April 2025 .
- Executive sessions: Independent directors meet in executive session at least once during each regularly scheduled Board meeting .
- Board structure & refresh: Lead Independent Director in place; four independent committees; majority independent board (8 of 10) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director cash retainer . |
| Committee membership fee (Audit) | $5,000 | Audit committee member fee . |
| Committee/Board meeting fees | $1,500 per in-person; $750 per telephonic | Paid per meeting; Board meeting fees only if >8 per year . |
| FY2025 cash actually earned (Satriano) | $109,000 | Disclosed “Fees Earned or Paid in Cash” . |
Performance Compensation
| Equity Vehicle | Grant Mechanics | FY2025 Program Terms | Satriano FY2025 Reported |
|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual equity retainer, time-vested | $185,000 grant-value; vests on 1-year anniversary (FY2025 RSUs vest July 1, 2025); deferral permitted . | Stock Awards (grant-date fair value): $185,004 . |
| Prior annual grant (reference) | RSU count | In July 2024, 2,598 RSUs were granted to each non-employee director then in office . | N/A |
Notes: Director equity is time-based (no performance metrics). Directors may defer settlement of vested RSUs . No use of stock options for directors is disclosed in FY2025 program .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Metro Inc. (TSX) | Director (current) | No disclosed supplier/customer overlap with CarMax; Board affirmed independence after reviewing related transactions for all directors (none cited for Satriano) . |
| US Foods Holding Corp. | Director (2015–2022) | Prior role; no disclosed CarMax related-party dealings . |
Expertise & Qualifications
- Former CEO and Chair of US Foods; deep operating expertise in consumer-facing and distribution businesses; led technology/e-commerce-enabled growth initiatives .
- Strategy and merchandising background (Loblaw, LoyaltyOne) with earlier strategy consulting at BCG and Monitor .
- Financially literate Audit Committee member; board cites committee financial literacy and oversight rigor (audit charter and composition) .
Equity Ownership
| Ownership Item | Amount | Detail/Date |
|---|---|---|
| Beneficial ownership (common shares) | 10,133 shares; <1% of outstanding | As of March 31, 2025; less than 1% of 152,833,478 shares outstanding . |
| Unvested/vested RSUs outstanding | 13,562 RSUs | RSU balance as of Feb 28, 2025 (director table) . |
| Deferred director RSUs (DSUs) | 3,429 units (excluded from beneficial table) | Deferred until retirement from the Board . |
| Ownership guidelines (director) | 5x annual cash retainer; met | Non-employee directors must hold 5x retainer within 5 years; CarMax states all non-employee directors met the guideline as of Feb 28, 2025 . |
| Hedging/pledging | Prohibited | Policy prohibits holding CarMax stock in margin accounts, pledging, or hedging for all associates and non-employee directors . |
Insider Trades
| Date (Filing) | Transaction | Notes |
|---|---|---|
| Jun 30, 2025 (Form 4 filed Jul 2, 2025) | Stock award (annual director grant) | Routine RSU grant to non-employee director; reported via SEC Form 4 . |
Governance Assessment
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Strengths for investor confidence
- Clear independence; no related-person transactions disclosed for FY2025; director fees routed to JMPS Advisory LLC were disclosed, and the company reported no related person transactions in FY2025 .
- Strong attendance (100% of Board and Audit meetings in FY2025); active Audit Committee role enhances financial oversight credibility .
- Aligned incentives: equity retainer in time-vested RSUs; directors meet 5x retainer ownership guideline; anti-hedging/pledging policy .
- Board-level shareholder alignment: majority independent board; lead independent director; four independent committees; regular executive sessions; say-on-pay support ~90% in 2024 indicates broad shareholder approval of compensation governance .
-
Potential watch items
- Fees paid to JMPS Advisory LLC: disclosed routing of director fees (no related-party transaction flagged, but worth monitoring for any future engagements with CarMax) .
- Concentration on Audit Committee: valuable but time-intensive; continued high attendance mitigates capacity concerns .
Overall, Satriano’s profile—ex-CEO/Chair with omnichannel and merchandising depth, clean independence record, perfect attendance, and Audit Committee service—supports board effectiveness and investor confidence for KMX’s governance posture .