Form 4: CarMax Executive Jill A. Livesay Reports Acquisition of Stock Options and Restricted Stock Units
SEC Form 4
Jill A. Livesay, VP, Controller & PAO of CarMax Inc., reports the acquisition of stock options and restricted stock units.
Summary
- On May 1, 2024, Jill A. Livesay, VP, Controller & PAO of CarMax Inc., acquired 12,490 stock options with an exercise price of $67.21, expiring on May 1, 2031.
- These options become exercisable in four equal installments starting May 1, 2025, and annually until May 1, 2028.
- Livesay also acquired 3,810 restricted stock units (market stock units or MSUs) that will vest on May 1, 2027.
- The number of shares issued upon vesting of the MSUs can range from zero to twice the number of MSUs, depending on performance metrics.
- The stock options were granted in tandem with stock appreciation rights (SARS), which become exercisable only following a change in control of the Company.
Sentiment
Score: 5
Explanation: The document is a neutral regulatory filing. It doesn't convey any explicit positive or negative sentiment about the company's performance or prospects.
Positives
- The acquisition of stock options and restricted stock units aligns the executive's interests with those of the shareholders.
- The vesting schedule of the stock options and restricted stock units encourages long-term performance and retention.
Future Outlook
The document does not contain specific forward-looking statements beyond the vesting and expiration dates of the stock options and restricted stock units.
Industry Context
This filing is a routine disclosure of executive compensation in the form of stock options and restricted stock units, which is a common practice in publicly traded companies to incentivize and retain key personnel.
Comparison to Industry Standards
- Stock option and restricted stock unit grants are standard practice for executive compensation in the retail and automotive industries.
- Companies like AutoNation, Penske Automotive Group, and Group 1 Automotive also utilize similar equity-based compensation plans.
- The vesting schedules and performance-based conditions (as seen with the MSUs) are also common features designed to align executive incentives with shareholder value creation.
Stakeholder Impact
- The acquisition of stock options and restricted stock units by a key executive can positively influence shareholder sentiment by aligning management's interests with the company's long-term success.
- Employees may view this as a positive sign of the company's commitment to its leadership.
Key Dates
| Date | Description |
|---|---|
| 04/15/2024 | Date of Company's Annual Report on Form 10-K filed, referencing the Form of Notice of Market Stock Unit Grant. |
| 05/01/2024 | Date of transaction: Acquisition of stock options and restricted stock units. |
| 05/01/2025 | First vesting date for one-fourth of the underlying shares of Common Stock related to the stock options. |
| 05/01/2026 | Second vesting date for one-fourth of the underlying shares of Common Stock related to the stock options. |
| 05/01/2027 | Third vesting date for one-fourth of the underlying shares of Common Stock related to the stock options and vesting date for the restricted stock units. |
| 05/01/2028 | Fourth vesting date for one-fourth of the underlying shares of Common Stock related to the stock options. |
| 05/01/2031 | Expiration date of the stock options. |
| 05/03/2024 | Date of signature by attorney-in-fact. |
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