CARVANA CO. CVNA

35% shingled-prose overlap between the two filings.

2025: 54,417 chars · 2026: 45,291 chars

• Committee Report:28% overlap (6,000 → 5,411 chars)
• Pay Ratio (Item 402(u)):8% overlap (60,000 → 50,518 chars)
• Say-on-Pay proposal:30% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) describes our executive compensation objectives and design, our compensation-setting process, our executive compensation program components, and the decisions made in 2025 2024with respect to our CEO, chief financial officer (our "CFO"), and our three other most highly compensated executive officers for the year ended December 31, 2025, 2024,who have been designated as our “named executive officers” under Item 402 of Regulation S-K (each, an “NEO” and collectively, the “NEOs”):
• changedGarcia, IIIPresident, Chief Executive Officer, and ChairmanMark JenkinsChief Financial OfficerBenjamin HustonChief Operating OfficerDaniel GillChief Product OfficerThomas TairaPresident, Special Projects OfficerPaulBreauxVicePresident,GeneralCounsel,Secretary,andChiefComplianceOfficer
• new2025 marked a milestone year for Carvana, achieving significant milestones in both scale and profitability.
• newRetail units rose 43% to 596,641 and revenue surpassed $20.3 billion with an estimated market share of 1.6%.
• newThese gains translated into record company-level profitability, with net income of $1.895 billion and Adjusted EBITDA of $2.237 billion.
• newOperational efficiency improvements further drove a year-over-year reduction in operations and overhead expense per unit.
• newBeyond financial performance, we made meaningful strides in customer experience and the efficiency of our infrastructure.
• newWe expanded vehicle selection by 42% to more than 75,000 total website units as of December 31, 2025 and grew inventory pools to 34 locations nationwide, cutting average delivery times by a full day compared to 2024 and more than doubling the shares of sales with same-day or next-day deliveries.
• newCarvana's addition to the S&P 500 and recognition on Forbes' 2026 Best Large Employers list also underscore the durability of our momentum and the scalability of our vertically integrated model.
• changedCarvana’s record breaking progress in 2025 2024is demonstrated through the following highlights:
• changedCarvana's five-year •Fiveyearshareholder return was 76.2% as of December 31, 2025, as 120.9%,shown below in relation to our compensation peer group companies (see “Competitiveness of our Compensation Program” below) as an index as well as the S&P 500 and S&P 500 Consumer Discretionary Distribution & Retailing Indices.
• changedNote that Adjusted EBITDA and EBITDA,Adjusted EBITDA margin andNon-GAAPGPUare non-GAAP measures.
• changedA description of these measures and a reconciliation of these measures to the most closely comparable GAAP measure can be found in Annex C Bof this Proxy Statement.
• changedWe endeavortomaintain strong soundexecutive compensation policies and practices, including robust compensation-related corporate governance standards, consistent with our executive compensation philosophy.
• newWe believe our executive compensation program effectively supports our strategic and financial goals, fosters innovation, and rewards performance.
• newWe directly link a significant portion of executive pay to Company performance and long-term stockholder value to promote a culture of accountability and teamwork.
• newWe employ rigorous governance processes
• newto monitor and evaluate our programs, implement best practices, and engage with stockholders for feedback.
• changedThe following summary highlights summarizesour executive compensation and related governance policies and practices:
• changedWHAT WE DOWHAT WE DO NOT DO✓ A significant portion of compensation is "at risk" and tied to long-term Company performancex No discretionary or guaranteed incentive payments✓ Maintain an independent TheCompensation and Nominating Committee x annuallyreviewsmarket-basedexecutivecompensationlevelsxNo excise-tax gross-up provisions✓ Retain an independent compensation consultant to evaluate our executive compensation and make recommendationsx We do not focus on short-term employee rewards at the expense of long-term corporate gains✓ Maintain Adopteda clawback policy x toensureaccountabilityxNo option repricing without stockholder consent✓ Annual review of market-based executive compensation levelsx consentxExecutives are prohibited from hedging✓ Limited perquisites hedging
• newOur executive compensation programs are designed to support this objective.
• changed(a)the a.thecomplexity of their jobs,
• changed(b)the b.themarket for their executive talent,
• new(c)their individual performance,
• changed(d)the d.thefinancial and strategic performance of the Company,
• new(e)the Company's interest in retaining and motivating key leaders, and
• changed(f)the f.thecontinually changing environment in which we operate.
• changedWithin that framework, it is critical that we achieve meetour objectives to:
• changed(a)attract a.attractand retain the best executive talent to support our profitability initiatives and long-term growth,
• changed(b)align b.alignthe interests of our executives with those of our stockholders, and
• changed(c)provide c.provideincentives that are linked directly to our profitable growth initiatives and long-term strategies.
• newWe target total compensation opportunities that, in the aggregate, are competitive with our approved compensation peer group, taking into account Company performance, individual performance, tenure, and experience.
• changedThe Compensation and Nominating Committee oversees hasresponsibilityforoverseeingthe design, development, and implementation of the compensation program for our CEO and other NEOs.
• newThe Compensation and Nominating Committee evaluates the performance of our executives, including the NEOs, considering input from our CEO for NEOs other than himself) and advice from its independent compensation consultant.
• changedOur CEO does not participate in certainportions of Compensation and Nominating Committee meetings or meetings of the Board in which his compensation is determined, and recuses himself from certain discussions and decisions regarding his own compensation. determined.
• changedAdditionally, our CEO has requested that his total compensation be set significantly below the market median in light of duetohis significant ownership interest in our Company.
• changedBased on these assessments, the members of the Compensation and Nominating Committee, each of whom is an independent director, make the final compensation decisions for the NEOs other than the CEO, and make recommendations to the Board for the CEO’s compensation.
• changedKorn Ferry, at the request of and in service to the Compensation and Nominating Committee, provided certain compensation advisory services for 2025, 2024compensation,including assistance with establishing a compensation peer group, benchmarking executive anddirectorcompensation, assessing designingaggregatebroadbasedequity usage (including burn runrate and totaldilution), outlining peer group short- and long-term incentive practices, and reviewing the narrative disclosure in this Compensation Discussion and Analysis.
• changedKorn Ferry does not provide any other material services to or have any other direct or indirect business relationship with Carvana.
• changedThe Compensation and Nominating Committee has assessed the qualifications, independence, and potential conflicts of interest independenceof Korn Ferry pursuant to the NYSE rules and concluded that Korn Ferry’s work for the Compensation and Nominating Committee did not raise any conflicts of interest.
• changedWe last held a non-binding, advisory vote to approve the compensation of our NEOs, commonly referred to as the “say-on-pay” vote, at our 2025 2024annual meeting of stockholders, as required by Section 14A of the Exchange Act.
• changedOur advisory resolution to approve the compensation of our NEOs received substantial majority support from stockholders with over 99.5% 99.8%“For” votes of votes cast.
• newWe view this outcome as strong validation of the alignment of our pay practices with stockholder interests and expectations.
• newNevertheless, we regularly review and evolve our executive compensation program to reflect business strategy, market practices, stockholder feedback, and regulatory developments.
• newWe also last held an advisory vote on the frequency of say-on-pay votes at our 2025 annual meeting of stockholders as required by Section 14A, and will follow the annual frequency approved by our stockholders until the next required vote.
• newWith the assistance of its
• changedWiththeassistanceofitscompensation consultant, the Compensation and Nominating Committee approved the following compensation peer group in order to determine market pay levels and pay practices for 2025: 2024:
• new•Airbnb, Inc.•eBay, Inc.•Autonation, Inc.•Expedia Group, Inc.•Block, Inc.•Lithia Motors, Inc.•Carmax, Inc.•Lyft, Inc.•Chewy, Inc.•Uber Technologies, Inc.•Chipotle Mexican Grill, Inc.•Wayfair Inc.•DoorDash, Inc.•Zillow Group, Inc.
• changedTo assist the Compensation and Nominating Committee in evaluating 2025 2024compensation levels, the Compensation and Nominating Committee reviewed both peer-group proxy statement data and information from survey databases, utilizing appropriate subsets based on the size of the Company.
• changedIn accordance with our overall compensation philosophy and program, executives are provided with a mix of base salary, long-term incentives,performance-basedincentives, and employee benefits.
• newOur compensation philosophy places a significant portion of NEO total compensation at-risk such that compensation will vary based on Carvana's performance.
• changedAs shown in the pay mix chart below, which outlines the target compensation approved by our Compensation and Nominating Committee, our compensation program is designed to be highly equity-based. performance-based.
• changedAn average of approximately 88.3% 88.1%of our NEOs' target approved compensation is at risk and tied to stock price performance through grants of time-based RSUs. performance.
• changedPROGRAMDESCRIPTIONOBJECTIVESANNUAL COMPENSATION:Base Salary•Ongoing cash compensation based on executive officer's role, responsibilities, competitive market positioning, and individual performance.•Attract and retain qualified key managerial talent.•Recognize sustained individual performance.LONG-TERM COMPENSATION:Long-Term Incentive Program•A long-term incentive program using time-based restricted stock units.•Focus unitsandstockoptions.•Focusexecutives on long-term Company performance and long-term financial and strategic success.•Retention of key talent.•Align employee and stockholder interests via stock ownership. ownership.PERFORMANCE-BASEDCOMPENSATION:Performance-BasedEquityAwardProgram•Aperformance-basedincentiveprogramusingrestrictedstockunitsvestingonspecifiedperformancemetrics.•TieexecutivecompensationtodirectmeasuresoftheCompany'ssuccessinitsstrategyandoperatingplan.•RecognizeexecutiveperformancerelatingtomilestonesintheCompany'sprofitablegrowth.
• newIn January 2025, the Compensation and Nominating Committee approved base salary increases of approximately 3.1% on average for the NEOs as part of the Company’s annual merit cycle.
• newIn making these adjustments, the Compensation and Nominating Committee considered several factors, including competitive market data relative to our peer group and broader industry benchmarks, individual performance, internal pay equity, and the current inflationary environment.
• newThe Compensation and Nominating Committee believes these changes are necessary to attract and retain key leadership talent and to ensure salaries remain market-competitive.
• newThe majority of each NEO’s target total direct compensation continues to be at risk and tied to long-term financial and strategic success.
• changedFor the year ended December 31, 2025, 2024,targetbase salaries represented, madeupon average, averageapproximately 11.7% 11.9%of each executive's target total compensation.
• changedBase Salary for the Year EndedName and Principal Position202520242023Ernest Position202420232022ErnestC.
• newGarcia, III - Chief Executive Officer$962,550 $930,000 $930,000 Mark Jenkins - Chief Financial Officer$955,305 $923,000 $923,000 Benjamin Huston - Chief Operating Officer$955,305 $923,000 $923,000 Daniel Gill - Chief Product Officer$825,000 $825,000 $825,000 Thomas Taira - President, Special Projects (1)$840,000 $800,000 $1,014,000
• new(1) Mr. Taira served as an NEO in 2023 and 2025.
• newAmong the varied types of equity awards the Compensation and Nominating Committee is authorized to use under the equity plan, the Compensation and Nominating Committee determined to use time-based RSU grants for the purpose of retention and performance recognition.
• newThe Compensation and Nominating Committee determined that time-based RSUs were the most appropriate form of equity compensation for 2025 in light of current market conditions and the Company’s strategic priorities.
• newThis approach provides a straightforward and effective means of incentivizing and retaining key executives and directly ties the value of executive compensation to the performance of the Company’s stock over time, ensuring alignment with stockholder interests.
• changed2025 2024Time-Based RSU Grants
• changedFor 2025, 2024,the Compensation and Nominating Committee alsogranted to each NEO a time-based RSU award.
• changedThe target value received on January 17, 2025 24,2024was equal to approximately 88.3% 14.5%of each NEO’s total direct compensation,or25.0%ofeachNEO’slong-termincentivecompensation.
• changedThe target values chosen by the Compensation and Nominating Committee were based on a stock price of $245.00, $35.00,which was chosen based on the closing prices of the Class A common stock during the fourth quarter of 2024, 2023,at the beginning of the merit review process for all employees.
• changedThese RSUs will vest 25% on April 1, 2026 2025and in 36 monthly installments thereafter, subject to each grantee's continued employment.
• changed2025 2024Time-Based RSU GrantsName and Principal PositionNumber of RSUs GrantedTarget ValueGrant Date Fair ValueErnest C.
• newGarcia, III - Chief Executive Officer31,990 $7,837,550 $7,419,121 Mark Jenkins - Chief Financial Officer31,816 $7,794,920 $7,378,767 Benjamin Huston - Chief Operating Officer31,816 $7,794,920 $7,378,767 Daniel Gill - Chief Product Officer28,470 $6,975,150 $6,602,762 Thomas Taira - President, Special Projects19,225 $4,710,125 $4,458,662
• changedAs previously disclosed, for 2023, the Compensation and Nominating Committee granted each of the NEOs an award of performance-based restricted stock units ("PSUs"), aPSUaward,50% of which was contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Adjusted EBITDA for a calendar quarter ending on or before December 31, 2023 (the “2023 Adjusted EBITDA PSUs”), and 50% of which was contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Core Free Cash Flow for a calendar quarter ending on or before December 31, 2025 (the “2023 Core Free Cash Flow PSUs”).
• newAs previously disclosed, for 2024, the Compensation and Nominating Committee granted the NEOs a PSU award:
• changed•33.3% 33.3%of which thePSUsawardedin2024vested on October 30, 2024, upon the filing of a Quarterly Report on Form 10-Q oranAnnualReportonForm10-Kreflecting that, on a rolling basis, in the prior four fiscal quarters combined, the Company achieved over $1 billion of Adjusted EBITDA (as defined in the applicablereport, i.e. net income (loss) plus income tax (benefit) provision, interest expense, other operating expense, net, other (income) expense, net, depreciation and amortization expense in cost of sales and selling, general, and administrative ("SG&A") expenses, share-based compensation expense in cost of sales and SG&A expenses, and certain other adjustments) or more (the "Adjusted EBITDA PSUs"); PSUs").
• changed•33.3% 33.3%of which will thePSUsawardedin2024vest contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting (i) the metrics required for the vesting of the Adjusted EBITDA PSUs and (ii) that that,on a rolling basis, in the prior four fiscal quarters combined, the Company has achieved the sale of 600,000 retail vehicles simultaneouslywithoraftertheCompanyfilesaperiodicreportreflectingmetricsrequiredforthevestingoftheAdjustedEBITDAPSUs(the “600,000 Vehicle PSUs”); and PSUs”).
• changed•33.3% 33.3%of which will thePSUsawardedin2024vest contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting (i) the metrics required for the vesting of the Adjusted EBITDA PSUs and (ii) that that,on a rolling basis, in the prior four fiscal quarters combined, the Company has achieved the sale of one million retail vehicles simultaneouslywithoraftertheCompanyfilesaperiodicreportreflectingmetricsrequiredforthevestingoftheAdjustedEBITDAPSUs(the “One Million Vehicle PSUs”).
• changedAccordingly, we did not provide perquisites to our executive officers in 2025, 2024,including our NEOs, except as follows: each of the NEOs, along with certain other employees, can use one of the Company inventory vehicles (which generally will be replaced every three years); each of the NEOs, along with many ofouremployees,mayuseacompany-providedcellularphone;eachoftheNEOs,alongwithallofouremployees,mayparticipateinour401(k)matchbenefit,whichisbasedonsalary;andfinally,startingin2022allof our employees,includingtheNEOs,wereeligibletoparticipateintheCarvana"OwntheRoad"program,throughwhichemployeesreceivegiftsforcertaintenuremilestoneswiththeCompany.
• newemployees, may use a company-provided cellular phone; and each of the NEOs, along with all of our employees, may participate in our 401(k) match benefit, which is based on salary.
• changedIn the event of a change in control for either Carvana Co. or Carvana Group, any payment due to the NEOs would be governed by the NEOs' individual equity award agreements made under the Company's 2017 Omnibus Incentive Plan (the "Plan"). Plan.

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