Sona Chawla
Director at KMX
Board
About 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) .