CARMAX INC 8-K

What Happened

• CarMax, Inc. announced that its Board appointed Keith Barr as President and Chief Executive Officer, effective March 16, 2026. The Board also added Mr. Barr to the Board and increased its size from nine to ten directors. Mr. Barr, age 55, was CEO of InterContinental Hotels Group (IHG) from July 2017 to June 2023 and currently serves on the board of MGM Resorts International. In connection with the appointment, interim CEO David W. McCreight will step down as interim CEO and will be re-appointed to the Compensation and Personnel Committee; Shira Goodman will step down from that committee.

Key Details

• Base salary: $1,250,000 per year; target annual bonus: 175% of base salary.
• Sign-on equity: $1,000,000 target value in restricted stock units (vests after 1 year) and $1,000,000 target value in stock options (vests ratably over 4 years).
• 2026 equity awards: stock options ($3,500,000 target value) and performance-based restricted stock units ($3,500,000 target value).
• Severance: if CarMax terminates Mr. Barr without cause or he leaves for good reason, he’s entitled to two times the sum of his base salary and target bonus paid in 52 biweekly installments; company-paid COBRA premiums/reimbursement for up to 18 months.
• Other benefits: relocation and temporary housing, demo car program, tax/financial planning, participation in benefit programs, and personal use of corporate aircraft subject to a $200,000 annual cap.

Why It Matters

• This is a major leadership change for CarMax with a seasoned external CEO and a sizable compensation package that includes multi-million-dollar equity incentives and a significant severance commitment. Investors should note the timing (effective March 16, 2026), the board expansion, and the material pay/benefit elements that could affect executive alignment and company expenses. The filing is factual about the appointment and compensation; it does not include forward-looking guidance or other operational changes.