Sona Chawla
CARMAXAbout Sona Chawla
Independent director at CarMax since 2017 (age 57). Chawla is Chief Growth and Innovation Officer at CDW Corporation (since January 2020), overseeing strategy/corporate development, digital and e-commerce, technology, information security, marketing, and product/partner management; she holds a CERT certificate in Cybersecurity Oversight (Carnegie Mellon SEI) . Prior roles include President of Kohl’s (2018–2019), COO (2015–2017), President-Elect (2017–2018), and senior digital leadership at Walgreens, Dell, and Wells Fargo’s Internet Services Group .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Kohl’s Corporation | President | May 2018 – Oct 2019 | Oversaw omnichannel operations: stores, e-commerce, technology, information security, logistics & supply chain, strategy . |
| Kohl’s Corporation | COO; President-Elect | Nov 2015 – Sep 2017; Sep 2017 – May 2018 | Led operations across channels and technology . |
| Walgreens | President, Digital & CMO; President, E-commerce | Feb 2014 – Nov 2015; Jan 2011 – Feb 2014 | Drove e-commerce and digital initiatives . |
| Dell Inc. | VP, Global Online Business | Not disclosed | Led global online business . |
| Wells Fargo Internet Services Group | EVP, Online Sales/Service/Marketing | Not disclosed | Senior online sales/marketing leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Chief Growth & Innovation Officer | Jan 2020 – present | Leads strategy, digital/e-comm, technology, infosec, marketing, product/partner mgmt . |
| Other Public Company Directorships | — | — | None current; none in past 5 years . |
Board Governance
- Committee assignments (FY2025): Chair, Technology & Innovation Committee; Member, Compensation & Personnel Committee . After the 2025 annual meeting: Compensation & Personnel Committee chaired by David W. McCreight; members include Sona Chawla and Mark F. O’Neil; Technology & Innovation Committee chaired by Sona Chawla (members: Mark F. O’Neil, Marcella Shinder) .
- Independence: Board determined Chawla is independent. It reviewed CDW’s ordinary-course sales to CarMax (including CDW’s Microsoft value-added reseller role) and concluded the relationship did not impair her independence; payments in each of the last three fiscal years did not exceed the greater of $1 million or 2% of CDW’s net sales .
- Attendance and engagement: In FY2025, she attended 100% of Board (5/5), Compensation (5/5), and Technology & Innovation (4/4, as Chair) meetings; incumbents attended 93%+ overall; average attendance was 99% .
- Committee oversight areas relevant to her chair role: Technology, omnichannel/digital/e-commerce and innovation strategies; emerging tech and AI; major tech project budgets; data assets/data science/ML; IP; cybersecurity, data privacy, AI, and business continuity risks .
FY2025 Meeting Attendance (Chawla)
| Body | Meetings Attended |
|---|---|
| Board | 5/5 |
| Compensation & Personnel | 5/5 |
| Technology & Innovation (Chair) | 4/4 |
Fixed Compensation
- Non-employee director program (FY2025):
- Annual cash retainer: $95,000 .
- Committee chair fees: Audit $35,000; Compensation & Personnel $25,000; Nominating & Governance $20,000; Technology & Innovation $20,000 .
- Committee meeting fees: $1,500 per in-person; $750 per telephonic; no Board meeting fee unless >8 meetings .
- FY2025 cash and other compensation (Chawla):
- Fees earned/paid in cash: $124,000; All Other Compensation: $5,000; Total: $314,004 .
- All Other Compensation reflects matching charitable gifts and/or health/dental/vision plan costs per program terms .
Performance Compensation
| Equity Element | Grant Detail | Vesting / Conditions |
|---|---|---|
| Annual equity retainer (RSUs) | $185,004 grant-date fair value in July 2024; 2,598 RSUs granted to each non-employee director . | Vests on one-year anniversary (July 1, 2025); directors may defer receipt; time-based, no performance metrics disclosed . |
Other Directorships & Interlocks
| Entity | Type | Relationship | Assessment |
|---|---|---|---|
| CDW Corporation | Employer | Chawla is a senior executive at CDW . | CarMax purchases technology solutions from CDW; CDW is also a Microsoft VAR to CarMax. Payments to or in connection with sales to CarMax in each of the last three fiscal years did not exceed the greater of $1 million or 2% of CDW’s net sales. Board determined the relationship did not impair Chawla’s independence . |
| Other public company boards | — | None current; none past 5 years . | No interlocks identified . |
Expertise & Qualifications
- Board skills matrix indicates strengths in e-commerce; technology & cyber; innovation and disruption; data analytics; human capital management; regulatory; strategic planning .
- CERT certification in Cybersecurity Oversight (Carnegie Mellon SEI) .
- Deep operating experience in omnichannel retail, logistics/supply chain, and digital transformation from Kohl’s, Walgreens, Dell, and Wells Fargo .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially owned shares (Mar 31, 2025) | 4,426 |
| “Shares that may be acquired within 60 days” | 2,020 (see footnote (a) table methodology) |
| Director RSUs/DSUs status | RSUs/deferrals total shown for directors; Chawla: 14,543 RSUs/deferrals outstanding; DSUs deferred until retirement: 9,925 (excluded from beneficial ownership table) . |
| Ownership as % of shares outstanding | ~0.003% (4,426 / 152,833,478 shares outstanding) . |
| Director stock ownership guideline | 5x annual cash retainer within 5 years; each non-employee director met the guideline as of Feb 28, 2025 . |
| Hedging/pledging | Company policy prohibits pledging and hedging by directors . |
Governance Assessment
- Strengths for investor confidence
- Chair of Technology & Innovation Committee with explicit oversight of AI, cybersecurity, and major tech programs—directly aligned with CarMax’s omnichannel and digital strategy .
- Strong attendance (100%) across Board and committees in FY2025; high overall Board attendance (avg 99%) signals engagement .
- Independence reaffirmed despite CDW relationship; payments below de minimis thresholds and Board’s formal determination mitigates conflict risk .
- No other public directorships or interlocks; reduces risk of competing time commitments and information leakage .
- Potential watch items
- Vendor tie: CDW is a supplier to CarMax. While immaterial and independence is affirmed, continued monitoring is prudent given her CDW executive role and her T&I chair responsibilities over technology procurement and risk .
- Compensation committee membership: As a member of the Compensation & Personnel Committee, ensure continued use of independent consultants and robust processes (Semler Brossy retained; committee independence affirmed) .