Tom Folliard
Chair of the Board at KMX
Board
About Tom J. Folliard
Thomas J. Folliard, age 60, has served on CarMax’s Board since 2006 and is the Non‑Executive Chair of the Board (appointed August 2016). He joined CarMax in 1993 and progressed through merchandising and operations roles before serving as President and CEO from 2006 to February 2016; he retired as CEO in August 2016. His decade as CEO saw CarMax’s store base and revenues more than double and net income quadruple, signaling deep operating expertise in auto retail and omni‑channel execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarMax, Inc. | Senior Buyer; Director of Purchasing; VP Merchandising; SVP Store Operations; EVP Store Operations | 1993–2005 | Built merchandising and operations foundation |
| CarMax, Inc. | President & CEO | 2006–Feb 2016 | Led national brand scale; revenues and store base >2x; net income ~4x |
| CarMax, Inc. | Non‑Executive Chair of the Board | Aug 2016–present | Chairs Board and shareholder meetings; coordinates CEO and director evaluations with Lead Independent Director |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PulteGroup, Inc. | Director | Current | Not specified in KMX proxy |
Board Governance
- Independence: Not independent due to prior executive officer status; CEO William Nash is also not independent, while all committee members are independent .
- Leadership structure: Split Chair/CEO; Folliard serves as non‑executive Chair; Mitchell D. Steenrod is Lead Independent Director since 2019 with defined responsibilities for agendas and executive sessions .
- Committees: Audit, Compensation & Personnel, Nominating & Governance, and Technology & Innovation—each composed solely of independent directors; Folliard is not listed as a member of these committees .
- Attendance and engagement: Board met 5 times in FY2025; Folliard attended all 5 and presides over non‑management executive sessions each regular meeting; all directors attended the 2024 annual meeting .
- Shareholder rights: Board amended bylaws in Jan 2025 to allow 20% holders to call a special meeting; opposed a shareholder proposal to lower the threshold to 10% .
- Related‑party transactions: None reported in FY2025 .
- Clawback: Dodd‑Frank compliant clawback adopted Oct 2023 (effective Dec 1, 2023) .
- Hedging/pledging: Prohibited for employees and non‑employee directors .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Director program element |
| Board Chair fee | $200,000 | Additional fee for Chair |
| Committee chair fees | N/A | Folliard not a committee chair; program: Audit $35k; Comp $25k; N&G $20k; Tech $20k |
| Committee meeting fees | As incurred | $1,500 in‑person; $750 telephonic |
| Equity retainer (RSUs) | $185,004 | Annual grant; RSUs vest on one‑year anniversary; directors may defer |
| Fees earned or paid in cash (actual) | $295,000 | Folliard’s FY2025 cash fees |
| All other compensation (actual) | $14,069 | Matching gifts/benefits program |
| Total FY2025 director compensation (actual) | $494,073 | Cash + equity + other |
Performance Compensation
Directors receive time‑based RSUs (no performance conditions). FY2025 details:
| Metric | FY2025 Grant | Vesting | Fair Value |
|---|---|---|---|
| RSUs granted to each non‑employee director | 2,598 shares (July 2024 grant) | July 1, 2025 (one‑year vest); deferrable | $185,004 |
No director performance metrics (e.g., TSR, EBIT) are tied to director compensation; equity is time‑based RSUs .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| PulteGroup, Inc. | Director | No related‑party transactions disclosed with CarMax; no supplier/customer overlap noted in proxy |
Expertise & Qualifications
- Deep auto retail and omni‑channel operating experience; led CarMax through national scale‑up and technology deployment .
- Board leadership responsibilities include chairing meetings, external representation, and coordinating evaluations with the Lead Independent Director .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 210,068 shares; less than 1% of 152,833,478 shares outstanding |
| Shares acquirable within 60 days | 14,543 (director RSUs) |
| Director RSUs held (unvested/deferred counts disclosed) | 14,543 |
| Director stock ownership guideline | 5x annual cash retainer; all non‑employee directors met guideline as of Feb 28, 2025 |
| Pledging/hedging | Prohibited |
Governance Assessment
- Strengths: Split Chair/CEO model with defined Lead Independent Director role; independent composition of all committees; high attendance and regular executive sessions; formal clawback policy; prohibition on hedging/pledging; proactive shareholder engagement; and recent bylaw enhancement for special meeting rights (20% threshold) .
- Signals: 2024 Say‑on‑Pay support at ~90% reflects investor alignment on executive pay reforms (e.g., 3‑year PSU period, diversified metrics, 50/50 options/PSUs) .
- RED FLAGS: Non‑independent Board Chair (former CEO) may raise autonomy concerns; mitigated by Lead Independent Director and fully independent committees .
- No conflicts identified: No related‑party transactions in FY2025; RSUs are time‑based; no pledging/hedging allowed .
Overall, Folliard’s long operating tenure and board leadership offer continuity and industry expertise, while independence safeguards rely on committee structure and the Lead Independent Director framework .