Shira Goodman

About Shira Goodman

Independent director at CarMax (KMX) since 2007 (age 64). Former CEO of Staples with deep experience across retail operations, e‑commerce, marketing, HR, and large-scale digital transformation. Current board roles include CBRE Group, Inc. and Burlington Stores, Inc.; prior public board service at Henry Schein, Inc. (2018–2021). Goodman chairs CarMax’s Nominating & Governance Committee and is classified as independent by the Board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Staples, Inc.	Chief Executive Officer	Sep 2016 – Jan 2018	Led global multi-channel transformation spanning retail, e‑commerce and B2B delivery
Staples, Inc.	Interim CEO	Jun 2016 – Sep 2016	Transition leadership
Staples, Inc.	President, North American Operations	Feb 2016 – Jun 2016	Operations leadership
Staples, Inc.	President, North American Commercial	2014 – 2016	B2B growth
Staples, Inc.	EVP, Global Growth	2012 – 2014	Growth initiatives
Staples, Inc.	EVP, Human Resources	2009 – 2012	Human capital leadership
Staples, Inc.	EVP, Marketing	2001 – 2009	Built leading e‑commerce presence
Bain & Company	Consultant	1986 – 1992	Developed Staples delivery business plan

External Roles

Organization	Role	Tenure	Notes
CBRE Group, Inc.	Director	Current	Public company directorship
Burlington Stores, Inc.	Director	Current	Public company directorship
Henry Schein, Inc.	Director	2018 – 2021	Prior public board
Charlesbank Capital Partners	Advisory Director	2019 – 2024	Strategy guidance for B2B/B2C; private equity advisory
Executive Coaching	Advisor/Coach	Current	Coaching for business and non‑profit leaders

Board Governance

Independence: Board determined Goodman is independent under NYSE standards (April 2025 review) .
Committee roles: Chair, Nominating & Governance Committee; members include Marcella Shinder and Mitchell D. Steenrod. Membership unchanged following 2025 annual meeting .
Attendance (FY2025): Board 5/5; Nominating & Governance 4/4 (100% attendance at assigned meetings). Company-wide, each incumbent director attended ≥93%, average 99% .
Executive sessions: Independent directors meet in executive session at least once each regularly scheduled Board meeting .
Board structure: Separate Chair/CEO; Lead Independent Director in place (Steenrod) .
Shareholder rights: In Jan 2025, bylaws amended to allow 20% holders to call special meetings; Board recommended against lowering to 10% in Proposal 4 .
Say-on-Pay sentiment: 2024 support ~90% vs. 71% in 2023; program changes included 3‑year PSU measurement and diversified metrics .

Fixed Compensation

Element	Amount/Terms	Source
Annual Cash Retainer	$95,000
Committee Chair Fee (Nominating & Governance)	$20,000
Committee Meeting Fees	$1,500 per in-person; $750 per telephonic
Audit Committee Member Fee	$5,000
FY2025 Cash Earned (Goodman)	$120,250 (cash fees)

Notes: Director compensation structure remained unchanged for FY2025 vs. FY2024 per program review .

Performance Compensation

Equity Type	FY2025 Terms	Value/Units	Vesting	Notes
Annual Equity Retainer (RSUs)	Standard non‑employee director grant	$185,004; 2,598 RSUs	Vest July 1, 2025 (deferral available)	Same grant size to each non‑employee director in July 2024
Options	Not part of director pay	—	—	Director equity is RSU‑based only

No performance metrics apply to director equity; RSUs vest time‑based, supporting alignment through share ownership .

Other Directorships & Interlocks

Company	Sector Relevance to KMX	Interlock/Conflict Noted
CBRE Group, Inc.	Commercial real estate	None disclosed; Board affirmed independence
Burlington Stores, Inc.	Off‑price retail	None disclosed; Board affirmed independence
Henry Schein, Inc. (prior)	Healthcare distribution	N/A

Related person transactions: None in FY2025 across the company. Board’s policy requires Audit Committee review and approval if any arise .

Expertise & Qualifications

CEO/senior operating roles at an international retailer, with leadership across operations, retail marketing, HR, growth, and e‑commerce; led Staples’ digital transformation to a global multi‑channel model .
Strategic advisory and coaching experience (Charlesbank Advisory Director 2019–2024; executive coaching) .

Equity Ownership

Measure	Detail
Beneficial Ownership (as of Mar 31, 2025)	31,953 KMX shares (<1% of outstanding)
RSUs Outstanding (director)	4,619 RSUs (unvested and/or deferred)
Deferred Stock Units (DSUs)	2,021 DSUs deferred until post‑retirement settlement
Director Stock Ownership Guideline	5× annual cash retainer; each non‑employee director met the guideline as of Feb 28, 2025
Hedging/Pledging Policy	Prohibited for employees and non‑employee directors

Governance Assessment

Strengths

Independent director; Chair of Nominating & Governance Committee with perfect FY2025 attendance on Board and committee duties .
Robust ownership alignment: time‑based RSU grants, met 5× retainer ownership guideline, hedging/pledging prohibited .
No related‑party transactions; Board maintains formal policy and reporting .
Governance climate supportive: improved Say‑on‑Pay (90% in 2024) following program reforms (3‑year PSUs, diversified metrics) ; special meeting right established at 20% threshold .

Potential Watch Items

Long tenure (director since 2007) can prompt refreshment considerations; Board uses annual self/peer evaluations and has rotated committee assignments to address mix and refreshment .
External board load (CBRE, Burlington) appears manageable; no conflicts disclosed, independence affirmed .

Director Compensation Detail (FY2025)

Component	Amount
Cash (fees earned)	$120,250
Equity (RSUs grant-date fair value)	$185,004
Total	$305,254

Board & Committee Attendance (FY2025)

Body	Meetings Attended
Board	5 of 5
Nominating & Governance (Chair)	4 of 4

Committee Assignments

Committee	Role
Nominating & Governance	Chair (continuing post‑meeting)