CARMAX INC (KMX)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CARMAX INC · Meeting: June 23, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
KMX's 3-year price return is -47.5% (absolute negative), and the company's peer group includes retailers such as AutoNation, Best Buy, Target, TJX, and Ross Stores; the peer group median 3-year TSR is materially stronger, representing underperformance well exceeding the 20pp threshold that applies when absolute 3-year TSR is negative; the 5-year return of -68.5% does not mitigate this — underperformance is sustained over both periods; Bensen has served since 2018 and his tenure fully overlaps the underperformance period.
Chawla has served since 2017 and her tenure fully overlaps the 3-year underperformance period; KMX's absolute 3-year return is negative (-47.5%), triggering a No vote when peer group underperformance exceeds 20pp, which is clearly satisfied given the strong performance of disclosed retail peers; the 5-year return of -68.5% confirms sustained underperformance with no mitigating long-term track record.
Folliard has served on the board since 2006 and his tenure fully overlaps the underperformance period; KMX's absolute 3-year return is deeply negative (-47.5%) and the peer group threshold of 20pp is clearly exceeded; the 5-year return of -68.5% provides no mitigation; as long-tenured non-independent chair, he bears significant accountability for the governance environment that preceded the CEO termination and leadership crisis.
McCreight has served as a director since 2018 and his tenure fully overlaps the 3-year underperformance period; KMX's absolute 3-year return is -47.5% (negative), triggering a No vote when peer group underperformance exceeds 20pp; the 5-year return of -68.5% confirms this is not a transient trough; his temporary service as Interim CEO does not alter the board accountability analysis.
O'Neil has served since 2019 and his tenure fully overlaps the 3-year underperformance period; KMX's absolute 3-year return is -47.5% and peer group underperformance clearly exceeds the 20pp trigger threshold applicable to negative absolute returns; the 5-year price return of -68.5% confirms sustained value destruction with no long-term mitigant.
Satriano has served since 2018 and his tenure fully overlaps the 3-year underperformance period; KMX's absolute 3-year return is -47.5% (negative), and peer group underperformance well exceeds the 20pp trigger threshold; the 5-year return of -68.5% provides no mitigation, confirming sustained multi-year value destruction.
Shinder has served since 2015 and her tenure fully overlaps the 3-year underperformance period; KMX's absolute 3-year return is -47.5% and the peer group underperformance threshold of 20pp (applicable to negative absolute returns) is clearly exceeded; the 5-year return of -68.5% confirms this is a sustained, multi-year pattern of value destruction.
For Analysis
New director joining in 2026 as incoming CEO; exempt from TSR trigger under the 24-month new-director rule and has clear relevant executive leadership experience.
New director nominee with no prior KMX board tenure; exempt from the TSR trigger under the 24-month new-director rule, and brings relevant consumer and digital business leadership experience.
New director nominee with no prior KMX board tenure; exempt from the TSR trigger under the 24-month new-director rule, and brings relevant automotive and marketplace industry expertise.
New director nominee with no prior KMX board tenure; exempt from the TSR trigger under the 24-month new-director rule, and brings strong CFO-level financial expertise relevant to the audit committee.
The board is undergoing significant refreshment following a CEO termination and shareholder pressure, with four new nominees (Barr, Cobb, Kessler, O'Shaughnessy) who are all exempt from the TSR trigger as new directors and receive FOR votes. However, seven continuing directors (Bensen, Chawla, Folliard, McCreight, O'Neil, Satriano, Shinder) each have tenure that fully overlaps KMX's severe 3-year price decline of -47.5% against a disclosed peer group of stronger-performing retailers, triggering AGAINST votes under the TSR underperformance policy; the 5-year return of -68.5% eliminates any mitigating long-term track record.
Say on Pay
✗ AGAINSTCEO
William D. Nash
Total Comp
$17,116,845
Prior Support
88%%
The CEO compensation figure of $17,116,845 (fiscal 2025 for Nash, the year being evaluated for this Say on Pay) is well above what would be expected for a CEO at a specialty retailer whose market cap has declined to approximately $5.4B following a 3-year price decline of -47.5% and a 5-year price decline of -68.5%; while the annual bonus paid out at only 30% of target in fiscal 2026 and the PSU payout multiplier for fiscal 2024 PSUs was only 66%, the base level of long-term equity grants (over $10.5M for Nash in the fiscal year covered by this pay program) remained very high relative to the company's dramatically reduced market capitalization and persistent underperformance against a disclosed peer group of retailers who significantly outperformed KMX; the prior year Say on Pay received 88% support and changes have been made to the compensation structure, but the overall pay level and incentive design have not yet sufficiently adapted to the company's sustained underperformance, and the pay-for-performance alignment test fails because variable pay remained well above benchmark for a company that has destroyed substantial shareholder value over multiple years.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
30 yrs
Audit Fees
$3,215,382
Non-Audit Fees
$888,500
KPMG has served as CarMax's auditor since the company's separation from Circuit City in 1996, giving it approximately 30 years of continuous tenure — well above the 25-year threshold that triggers a No vote absent a compelling audit committee rationale; additionally, non-audit and audit-related fees total $888,500 (audit-related fees of $806,000 plus tax fees of $82,500) against core audit fees of $3,215,382, producing a non-audit ratio of approximately 28%, which is within the 50% threshold and does not independently trigger a No vote, but the tenure concern is sufficient on its own; while the proxy notes lead partner rotation beginning in fiscal 2023, the policy requires a specific and compelling rationale for tenure of this length, which the audit committee's disclosure does not fully provide.
Overall Assessment
The 2026 CarMax annual meeting comes amid a significant leadership crisis — the CEO was terminated in late 2025, the stock has lost approximately half its value over three years and more than two-thirds over five years, and the board is undergoing major refreshment; the four new director nominees receive FOR votes as new directors exempt from the TSR trigger, while seven continuing directors with tenure overlapping the underperformance period receive AGAINST votes, the auditor faces a No vote primarily due to 30-year tenure exceeding the policy threshold, and Say on Pay receives a No vote due to pay levels that remained elevated relative to a company whose market capitalization has dramatically shrunk and whose shareholders have suffered severe sustained losses.