William D. Nash

President, Chief Executive Officer, Director at CARMAX

Board

Since September 2016

Age

54 years

Tenure

Joined KMX in 1997 as an auction manager and advanced through roles as Vice President in 2007, Senior Vice President of Merchandising, Senior Vice President of Human Resources and Administrative Services in 2011, Executive Vice President in 2012, and finally became President in February 2016 before being promoted to Chief Executive Officer and appointed to the Board of Directors in September 2016.

Also at CARMAX

CJW

Charles Joseph Wilson

Executive Vice President, Chief Operating Officer

DCN

Darren C. Newberry

Senior Vice President, Store and CEC Execution

DLC

Diane L. Cafritz

Executive Vice President, Human Resources, General Counsel, Chief Compliance Officer

About

William D. Nash is a seasoned executive who has dedicated a significant part of his career to KMX, where he began his journey in 1997 as an auction manager. Over the years, he progressively earned promotions and assumed extensive leadership responsibilities, demonstrating a consistent commitment to driving growth and operational excellence within the company.

Throughout his tenure, his leadership evolved from merchandising to human resources and administrative services, reflecting his adaptability and strategic insight. This progression saw him rising from Vice President roles to senior executive positions, ultimately leading to his appointment as President in February 2016 and his subsequent promotion to Chief Executive Officer and Director in September 2016.

At 54 years old, his experience spans decades of both operational and strategic contributions that have been pivotal in transforming the company’s trajectory. His background, marked by this steady rise through the ranks, highlights his skill in managing complex business environments and the trust placed in him by the organization’s leadership and stakeholders.

$KMX Performance Under William D. Nash

Past Roles

Organization	Role	Date Range	Details
CarMax (KMX)	Executive Vice President, Human Resources & Administrative Services	2012 – Feb 2016	Oversaw human resources, IT, procurement, loss prevention, employee health & safety, and facilities
CarMax (KMX)	Senior Vice President, Human Resources & Administrative Services	2011	Promoted in 2011 to manage HR and administrative services
CarMax (KMX)	Vice President and Senior Vice President of Merchandising	Before 2011	Served in these roles prior to 2011
CarMax (KMX)	Vice President of Auction Services	Unknown	Promoted after serving as Auction Manager
CarMax (KMX)	Auction Manager	1997 – Unknown	Joined CarMax in 1997 as an Auction Manager
Circuit City	Accounting Roles	Before 1997	Held a variety of accounting roles; he is also a former CPA

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,231,776	Fiscal 2024	Unchanged from prior fiscal year by the Compensation Committee
All Other Compensation	$259,579	Fiscal 2024	Includes Personal Use of Company Plane: $106,926 ; Retirement Savings Plan Contribution: $19,800 ; Deferred Compensation Account Contributions: $117,093 ; Other (tax/financial planning services, matching charitable gifts): $15,760

Performance Compensation

Data from FY 2024

Annual Incentive Bonus

Metric	Value
Base Salary	$1,231,776
Target Percentage of Base Salary	175%
Target Incentive Amount	$2,155,608
Actual Incentive Bonus	$1,431,324
Maximum Incentive Amount	$4,311,216
Performance Adjustment Factor	66.4%
EBIT Thresholds	Above $935 million (+50%) and $962 million (+100%)
Vesting Schedule	N/A – Cash-based award paid at fiscal year-end

Long-Term Equity Awards

Metric	Value
Number of PSUs Granted	23,648 units
First-Year Performance Adjustment Factor	38%
PSU Vesting Period	3 years
Grant Date	May 1, 2023
Grant Date Fair Value (PSUs)	$2,499,996
Grant Date Stock Price	$70.48 per share
Stock Options Granted	257,732 options
Stock Options Vesting	25% increments annually over 4 years
Exercise Price	$70.48 per share
Outstanding PSUs (as of May 31, 2024)	296,997 units (weighted average fair value: $71.11 per share)

Grants of Plan-Based Awards

Metric	Value
Non-Equity Incentive Plan Awards Threshold	$107,780
Non-Equity Incentive Plan Awards Target	$2,155,608
Non-Equity Incentive Plan Awards Maximum	$4,311,216
Equity Incentive Plan Awards (PSUs) Threshold	2,956 units
Equity Incentive Plan Awards (PSUs) Target	11,823 units
Equity Incentive Plan Awards (PSUs) Maximum	23,646 units
Grant Date	May 1, 2023
Grant Date Fair Value (Stock Options)	$7,500,001
Grant Date Fair Value (PSUs)	$2,499,996
Total Grant Date Fair Value	$9,999,997
Stock Options Vesting Schedule	25% annually over 4 years
PSUs Vesting Schedule	Vest at the end of a 3-year period based on annual performance targets
Outstanding Unearned PSUs (Feb 29, 2024)	23,648 units (Market/Payout Value: $1,868,192)
Outstanding Unvested PSUs (Feb 29, 2024)	4,493 units (Market Value: $354,947)

This comprehensive breakdown covers the performance compensation components for William D. Nash in fiscal 2024, detailing the Annual Incentive Bonus, Long-Term Equity Awards, and Grants of Plan-Based Awards with their associated performance targets, thresholds, caps, vesting schedules, evaluation periods, and actual outcomes as available in the documents.