William Nash
About William Nash
William D. Nash, age 56, has been President and Chief Executive Officer of CarMax since September 2016 and joined the company in 1997 after holding accounting roles at Circuit City; he is a former CPA . Over the last five years, CarMax’s cumulative TSR translated a $100 investment into $94.99 versus $222.34 for the S&P 500 Retailing Index peer benchmark, while FY2025 Net Income was $501 million and Adjusted EBIT was $795 million . In FY2025, diluted EPS increased 6.3% to $3.21, with notable strategic progress and market share of 3.7% in the age 0–10 used vehicle market .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarMax | President and CEO | 2016–present | Leads execution of omnichannel strategy; responsible for strategic plan and day-to-day operations . |
| CarMax | President | 2016 | Promotion prior to CEO appointment . |
| CarMax | EVP, Human Resources & Administrative Services | 2012–2016 | Oversaw HR, IT, procurement, loss prevention, EHS, and facilities . |
| CarMax | SVP HR & Administrative Services; SVP/VP Merchandising; VP Auction Services; Auction Manager | 1997–2012 | Progressive leadership across merchandising, auctions, and enterprise functions . |
| Circuit City | Accounting roles | Pre-1997 | Finance foundation; former CPA . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| eBay, Inc. | Director | Current | Other current public directorship; peer group subsequently removed effective FY2026 due to this service . |
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base salary paid ($) | 1,232,297 | 1,238,544 | 1,235,160 |
| Base salary rate ($) | — | 1,231,776 | 1,231,776 (no increase) |
| Target bonus % of base | — | — | 175% |
| Actual annual bonus ($) | 1,049,781 | 1,431,324 | 3,446,817 |
| All other compensation ($) | 441,014 | 259,579 | 314,357 |
Perquisites and benefits (FY2025): personal use of company plane ($132,781), Retirement Savings Plan match ($19,130), deferred compensation plan contributions ($139,086), tax/financial planning benefit ($16,335); no tax gross-ups are provided on perquisites .
Performance Compensation
FY2025 Annual Incentive Plan Design and Outcome
| Metric | Weight | Targets | Actual/Assessment | Payout Contribution |
|---|---|---|---|---|
| EBIT | 50% | 50% credit at $699m; 100% at $751m | EBIT $795m; 100% of this goal achieved | 50.0 pp |
| Market share (0–10 yr vehicles) | 15% | 50% at 3.47%; 100% at 3.85% or 4.00% in 4Q | Estimated 3.7%; 86% of goal (13 pp) | 13.0 pp |
| Operational execution (retail, supply, credit/funding) | 25% | Four operational goals (6.25 pp each) | 100% achieved across all four | 25.0 pp |
| Environmental & social objectives | 10% | 50% GHG reduction vs 2018; ≥90% inclusion training completion | Achieved both; 100% of goal | 10.0 pp |
| Bonus multiplier (EBIT over-achievement) | — | 163.2% multiplier if EBIT thresholds met | Applied 163.2% to 98% goal achievement | Factor to 159.9% overall |
Result: Performance adjustment factor 159.9%; Nash’s actual FY2025 bonus $3,446,817 (target $2,155,608; max $4,311,216) .
Long-Term Incentives (Granted May 2024; FY2025 LTI)
- Mix shifted to 50% stock options and 50% PSUs; three-year PSU performance period restored; PSUs tied to cumulative pre-tax income with 0–200% payout curve; options vest 25% annually over four years; 7-year term; strike price at grant date close .
- CEO grants (grant-date fair value): Options $5,250,007; PSUs $5,249,975; total $10,499,982 .
- Grant details: Options 179,918 at $67.21 (5/1/2024), vesting 25% annually; PSUs target 78,113 (threshold 39,057; max 156,226) set 5/7/2024; three-year vesting (payable at 5/1/2027) .
- PSU performance certification: One-year tranches for prior awards earned at 159% based on FY2025 pre-tax income of $687m; final payout multiplier for FY2023 PSUs was 67% over three years .
| LTI Element | FY2024 Grant-Date FV ($) | FY2025 Grant-Date FV ($) |
|---|---|---|
| Options | 7,500,001 | 5,250,007 |
| PSUs | 2,499,996 | 5,249,975 |
| Total | 9,999,997 | 10,499,982 |
Equity Ownership & Alignment
| Item | Detail | As of | Source |
|---|---|---|---|
| Beneficial ownership (shares) | 1,146,106 (includes shares acquirable within 60 days) | 3/31/2025 | |
| Shares that may be acquired within 60 days (e.g., options) | 972,756 | 3/31/2025 | |
| Ownership as % of class | Less than 1% of 152,833,478 shares outstanding | 3/31/2025 | |
| Outstanding options (examples) | 2019: 237,772 @ $78.61 (exercisable); 2020: 232,198 @ $71.07 (exercisable); 2023: 64,433 ex./193,299 unex.; 2024: 179,918 unex. | 2/28/2025 | |
| Unvested PSUs (examples) | FY2023: 11,824 unearned; FY2024: 156,226 unearned (max potential shown per table method) | 2/28/2025 | |
| Insider exercises/vesting (FY2025) | Options exercised: 240,513 shares ($4,490,199 value realized); PSUs vested: 11,781 shares ($809,473) | FY2025 | |
| Ownership guidelines | CEO must hold 6x base salary or 300,000 shares; all NEOs compliant as of 2/28/2025 | Policy / FY2025 status | |
| Hedging/pledging | Prohibited for executives and directors | Policy |
Employment Terms
- Severance and restrictive covenants: For Nash, severance equals 2x (base salary + last annual bonus as determined by the Committee), paid over 24 months; two-year non-compete and non-solicit; confidentiality obligations continue post-employment; no tax gross-ups .
- Change-in-control: Double-trigger; Nash receives 2.99x “final compensation” (base salary plus higher of last two annual bonuses), generally over 24 months (lump sum if Section 409A CIC), plus pro rata target bonus; post-2014 executives have narrower benefits .
- Good Reason: Nash receives an additional lump-sum “Good Reason Payment” equal to base salary times target bonus percentage if he resigns for Good Reason (not provided for post-2014 group outside CIC) .
- Illustrative potential payments as of 2/28/2025:
- Termination without cause: $14,803,146 total (includes $5,326,200 severance; $3,446,817 bonus; equity $5,941,201; health $22,593; financial services $16,335; outplacement $50,000) .
- CIC followed by qualifying termination: $22,174,731 total (includes $13,988,994 CIC payment; $2,155,608 pro rata target bonus; equity $5,941,201; health $22,593; financial services $16,335; outplacement $50,000) .
- Clawback: Adopted October 2023; three-year lookback for material restatements; award agreements include forfeiture on “cause” terminations .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Net Income ($ millions) | 747 | 1,151 | 485 | 479 | 501 |
| Adjusted EBIT ($ millions) | 1,050 | 1,584 | 749 | 766 | 795 |
| Value of $100 (Company TSR) | 136.88 | 125.22 | 79.07 | 90.48 | 94.99 |
| Value of $100 (Peer TSR – S&P 500 Retailing) | 147.99 | 158.40 | 124.47 | 192.01 | 222.34 |
FY2025 highlights disclosed by CarMax: EPS diluted increased 6.3% to $3.21; estimated market share remained 3.7%; five new stores and one auction facility opened; CAF income $581.7m (+2.4% YoY) .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Mix and alignment: For FY2025, 91% of Nash’s target total direct compensation was performance-based (17% annual, 83% long-term), with no increase to base salary or target bonus rate; changes returned PSUs to a three-year measurement period and balanced LTI at 50% options/50% PSUs .
- Policies: No tax gross-ups; no option repricing; hedging/pledging prohibited; rigorous stock ownership requirements; clawback compliant with NYSE Rule 10D-1 .
- Committee and consultant: Compensation and Personnel Committee uses independent consultant Semler Brossy (assessed independent in May 2024 and April 2025) .
- Peer group used for FY2025 benchmarking included large retailers and auto retail peers (e.g., AutoNation, AutoZone, Target, TJX); eBay removed for FY2026 after Nash joined its board .
- Shareholder feedback: Say‑on‑Pay approval ~71% in 2023; ~90% in 2024; 2018–2022 average ~97%; FY2025 program changes (three-year PSU period; diversified metrics; LTI mix) implemented in response .
Equity Award Vesting Calendar (Selected Forward Dates)
- Options granted 5/1/2024 vest 25% on each of the first four anniversaries (through 5/1/2028) and expire 5/1/2031 .
- FY2025 PSUs granted 5/7/2024 vest on 5/1/2027 based on three‑year cumulative pre‑tax income (0–200% payout) .
Investment Implications
- Pay-for-performance alignment is strong: 91% of CEO target compensation is at-risk, with primary levers being EBIT and pre‑tax income, which should keep management focused on profit and capital discipline vs. pure unit/revenue growth .
- Retention/change-in-control economics: Double-trigger CIC with 2.99x “final compensation” for the CEO can stabilize leadership through strategic events but may draw governance scrutiny if underperformance persists .
- Ownership alignment: Large in-the-money and unexercised option and PSU holdings, strict ownership guidelines (met), and prohibitions on hedging/pledging support alignment with shareholders; scheduled vest dates (May) may create predictable liquidity windows .
- Performance context: While FY2025 Adjusted EBIT and net income improved YoY, five‑year TSR significantly lagged the peer benchmark; continued emphasis on multi-year PSU goals and EBIT-centric targets should be monitored for sustained value creation vs. near-term bonus outcomes .