CEO total compensation of approximately $8.4 million is notably below market for the CEO of a $67.6 billion market-cap consumer technology company — the proxy itself discloses that the CEO has requested his compensation be set significantly below market median given his substantial ownership stake, and roughly 88% of pay is delivered in at-risk, time-based equity directly tied to stock price performance. Pay-for-performance alignment is strong: Carvana's stock returned approximately 3,791% over three years versus 59.6% for the XLY sector ETF, and the company delivered record net income of $1.9 billion and Adjusted EBITDA of $2.2 billion in 2025. The company has a meaningful clawback policy adopted in compliance with SEC and NYSE rules, received over 99.5% shareholder support on its last say-on-pay vote, and shows no pay mix, dilution, or performance metric concerns that would warrant a no vote.

The non-audit fees paid to Grant Thornton in 2025 — which include $134,380 in audit-related fees, $1,153,210 in tax fees, and $74,200 in other agreed-upon procedure fees, totaling approximately $1,361,790 — represent about 54% of the core audit fees of $2,522,398, which exceeds the 50% threshold under our policy; a non-audit fee relationship this large relative to the audit itself raises independence concerns, as the auditor's financial relationship with management extends well beyond its core oversight role. Grant Thornton is an appropriate-sized firm for Carvana, and no material restatements are noted, but the non-audit fee ratio alone triggers a no vote under policy.