Keith Barr to lead CarMax (KMX) as CEO with performance-based pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CarMax appointed Keith Barr as President and Chief Executive Officer and a member of the Board, effective March 16, 2026. The Board will expand from nine to ten directors on that date, and interim CEO David McCreight will return to his role as an independent director.
Barr’s at‑will offer includes a $1,250,000 annual base salary and an annual target bonus equal to 175% of base salary. He will receive one‑time sign‑on equity awards on the effective date: restricted stock units with a target grant date fair value of $1,000,000 vesting after one year, and stock options with a target grant date fair value of $1,000,000 vesting over four years.
In 2026, Barr is also eligible for annual long‑term incentives: stock options with a target grant date fair value of $3,500,000 and performance‑based restricted stock units with a target grant date fair value of $3,500,000. His package includes relocation benefits, demo car access, tax and financial planning services, participation in company benefit plans, and personal use of corporate aircraft capped at $200,000 per fiscal year. If terminated without cause or if he resigns for good reason, he would receive cash severance equal to two times his base salary plus target bonus, paid over 52 biweekly installments, and up to 18 months of COBRA premium support.
Positive
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Insights
CarMax installs a permanent CEO with a sizable, performance‑linked pay package.
CarMax is moving from interim to permanent leadership by appointing Keith Barr as President and CEO and adding him to the Board effective March 16, 2026. He brings prior CEO experience at InterContinental Hotels Group, a large, consumer‑facing global company.
His compensation combines fixed pay with substantial equity: base salary of $1,250,000, a target bonus of 175% of salary, and 2026 long‑term incentives totaling $7,000,000 in target grant date fair value split between options and performance‑based restricted stock units. Sign‑on RSUs and options each add $1,000,000 in target value.
The severance agreement offers two times salary plus target bonus if he is terminated without cause or leaves for good reason, along with up to 18 months of COBRA premium support. This is a relatively robust protection package and may help attract an experienced external leader, while investors will focus on how effectively Barr translates his prior transformation and digital experience to CarMax’s omni‑channel used‑car platform over coming years.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(804 ) 747-0422
Registrant's telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On February 10, 2026, the Board of Directors (the “Board”) of CarMax, Inc. (the “Company”) appointed Keith Barr as the Company’s President and Chief Executive Officer (“CEO”), effective March 16, 2026 (the “Effective Date”). The Board also appointed Mr. Barr to the Board and increased the size of the Board from nine to ten directors as of the Effective Date.
Mr. Barr, age 55, was Chief Executive Officer of InterContinental Hotels Group PLC (“IHG”), one of the world’s largest hospitality companies from July 2017 through June 2023. Prior to that, Mr. Barr served in various roles at IHG since initially joining the company in 2000, including as Chief Commercial Officer for four years and as Chief Executive Officer of IHG’s Greater China business for four years. Mr. Barr currently serves on the board of directors of MGM Resorts International. Mr. Barr previously served as a director of Yum! Brands and IHG.
Pursuant to the terms of Mr. Barr’s at-will offer letter with the Company entered into on February 10, 2026, he will receive an annual base salary of $1,250,000 and will be eligible for an annual target bonus equal to 175% of his base salary. Mr. Barr will also be eligible to receive the following long-term equity incentive awards under the Company’s 2002 Stock Incentive Plan, as amended and restated: (a) on the Effective Date, a one-time sign-on grant of stock-settled restricted stock units (“Sign-On RSUs”) with a target grant date fair value of $1,000,000, which will vest on the first anniversary of the grant date; (b) on the Effective Date, a one-time sign-on grant of options to purchase CarMax common stock with a target grant date fair value of $1,000,000, which will vest ratably over a four-year period (“Sign-On Stock Options”); (c) in 2026, in connection with our annual equity award program, (i) a grant of stock options to purchase CarMax common stock with a target grant date fair value of $3,500,000, with the vesting period for such award determined at the time of grant; and (ii) a grant of performance-based restricted stock units with a target grant date fair value of $3,500,000.
Mr. Barr is also entitled to relocation benefits in accordance with the Company’s relocation policy. The Company has also agreed to provide Mr. Barr temporary housing to assist him with his relocation. Mr. Barr will also be eligible to participate in the Company’s demo car program, receive tax and financial planning benefits, and participate in the Company’s benefits programs. In addition, Mr. Barr will be permitted to use the Company corporate aircraft for personal use, subject to a $200,000 cap per fiscal year.
In addition, as of the Effective Date, the Company and Mr. Barr will enter into a Company severance agreement (the “Severance Agreement”) that is in a form substantially similar to the Company’s Amended and Restated Severance Agreement, which form was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on January 5, 2024, except for the following provisions:
1.If CarMax terminates Mr. Barr’s employment for any reason other than for “cause” or Mr. Barr terminates his employment for “good reason”, then he shall be entitled to, among other things, two times the sum of his base salary and his target annual bonus, payable in 52 biweekly installments.
2.Payment or reimbursement of the Company’s portion of the Executive’s applicable COBRA premiums for up to 18 months.
The foregoing summary of the Sign-On RSUs, Sign-On Stock Options, and the Severance Agreement are each qualified in their entirety by reference to the full text of the form of RSU grant agreement, the form of Stock Option grant agreement, and the Severance Agreement, which are attached as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and incorporated herein by reference. The above description of Mr. Barr’s offer letter does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of Mr. Barr’s offer letter, which will be filed as an exhibit to the next Annual Report on Form 10-K of the Company and is incorporated herein by reference.
There are no family relationships between Mr. Barr and any director or executive officer of the Company, and no arrangements or understandings between Mr. Barr and any other person pursuant to which he was selected as an officer or a member of the Board. Mr. Barr has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the appointment of Mr. Barr as CEO, David W. McCreight will step down as the Company’s interim CEO effective as of the Effective Date. Effective March 16, 2026, the Board has re-appointed Mr. McCreight to the Company’s Compensation and Personnel Committee (the “Committee”) and Shira Goodman will step down from the Committee.
| Item 7.01 | Regulation FD Disclosure. | ||||
The Company’s press release regarding the matters described in Item 5.02 above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01, including the exhibit attached hereto, is being furnished solely pursuant to Item 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Further, the information in Item 7.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | |||||
10.1 | Form of Sign-On Restricted Stock Unit Agreement with Keith Barr | ||||
10.2 | Form of Sign-On Stock Option Agreement with Keith Barr | ||||
10.3 | CarMax, Inc. Severance Agreement between CarMax, Inc. and Keith Barr | ||||
99.1 | Press Release, dated February 12, 2026, issued by CarMax, Inc. entitled “CarMax Names Keith Barr as Chief Executive Officer” | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARMAX, INC. | ||||||||
| (Registrant) | ||||||||
| Dated: February 12, 2026 | By: /s/ John M. Stuckey, III | |||||||
| John M. Stuckey, III | ||||||||
| Senior Vice President, General Counsel | ||||||||
| and Corporate Secretary | ||||||||
CARMAX NAMES KEITH BARR AS CHIEF EXECUTIVE OFFICER
RICHMOND, Va., February 12, 2026 -- CarMax, Inc. (NYSE: KMX) (“CarMax” or the “Company”) today announced that Keith Barr has been appointed President and Chief Executive Officer, and a member of the Board of Directors (“the Board”), effective March 16, 2026. David McCreight, current Interim President and CEO of CarMax, will transition to his prior duties as an independent Director of the Board. Tom Folliard will remain in his role as Interim Executive Chair of the Board until the Company’s Annual Meeting in June 2026, after which he is expected to resume his prior duties as non-executive Chair of the Board.
Mr. Barr is a proven leader who has driven transformational growth and operational excellence across large-scale, consumer-centric businesses. Most recently, he served as Chief Executive Officer at InterContinental Hotels Group (NYSE: IHG), where he led one of the world's largest hospitality companies with 345,000 people working across more than 6,000 properties in over 100 countries. During his tenure, Mr. Barr reimagined IHG’s customer experience, modernized IHG's technology to support large-scale growth, and delivered substantial improvements in operational efficiency, customer satisfaction, and brand loyalty. Notably, Mr. Barr oversaw the development of an innovative digital reservation system that enhanced the booking experience and empowered guests to personalize their stays, setting a new standard for the industry. Under Mr. Barr’s leadership, IHG grew market share across geographies and created significant value for shareholders. Mr. Barr also currently serves on the Board of Directors at MGM Resorts.
“The Board and I are thrilled to welcome Keith to CarMax. His decades of leadership experience and proven ability to enhance the customer experience, lead digital transformations, build brand loyalty, and effectively integrate online and physical properties make Keith the right choice to lead CarMax through a critical juncture and drive the company’s next chapter of growth,” said Mr. Folliard. “Keith’s values-based approach to leadership will enhance CarMax’s award-winning people-first culture, and he has demonstrated a clear ability to drive profitable sales growth alongside an unwavering focus on the consumer.”
Mr. Folliard continued, “We are grateful to David for stepping into the role of Interim CEO over the past several months. As we conducted a thorough search for the right leader for CarMax’s next phase, David’s leadership was vital to strengthen the business in the near-term and solidify the foundation from which we will grow.”
“I am honored to join CarMax and lead this iconic organization alongside our talented associates,” said Mr. Barr. “A car is one of the most important purchases American families make, and today’s consumer is increasingly seeking value and a customized shopping experience. I believe the large and highly fragmented used vehicle market is only in the early innings of meeting the needs of the modern consumer. CarMax is uniquely positioned to capture this opportunity by delivering the best value and service across both in-person and online channels, leveraging its transparent pricing, extensive inventory, and flexibility to shop however customers prefer. I'm excited to lead this great company into its next chapter of growth, building on more than three decades of market leadership.”
About Keith Barr
Mr. Barr has more than 25 years of executive leadership experience in global hospitality, consumer marketing, and brand-led growth across highly competitive and fast-evolving markets. His leadership experience includes large-scale brand portfolio management, loyalty and digital transformation initiatives, operational improvement, and global expansion.
CarMax, Inc.
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Mr. Barr served as Chief Executive Officer of InterContinental Hotels Group PLC (“IHG”), one of the world’s largest hotel companies, from 2017 to 2023. During his tenure as CEO, Mr. Barr led the expansion of IHG’s global portfolio of brands spanning luxury, premium, and essential segments, advanced IHG’s digital and loyalty value propositions, and oversaw significant growth in the company’s global footprint.
Prior to becoming CEO, Mr. Barr served as Chief Commercial Officer, where he held global responsibility for brands, sales, marketing, revenue management, loyalty functions and the consumer digital strategy. He joined IHG in 2000 and has held senior leadership positions in IHG’s Americas, Asia, Middle East and Africa (AMEA), and Greater China regions, including four years as CEO of IHG’s Greater China business.
Prior to joining IHG, Mr. Barr held several senior positions at Bristol Hotels and Resorts, which was acquired by IHG in 2000.
About CarMax
CarMax, the nation’s largest retailer of used autos, revolutionized the automotive retail industry by driving integrity, honesty and transparency in every interaction. The company offers a truly personalized experience with the option for customers to do as much, or as little, online and in-store as they want. During the fiscal year that ended February 28, 2025, CarMax sold approximately 790,000 used vehicles and 540,000 wholesale vehicles at its auctions. In addition, CarMax Auto Finance originated more than $8 billion in auto loans during fiscal 2025, adding to its nearly $18 billion portfolio. CarMax has more than 250 store locations, over 28,000 associates, and is proud to have been recognized for 21 consecutive years as one of the Fortune 100 Best Companies to Work For®. CarMax is committed to helping its communities thrive and reducing the environmental footprint of its operations. Learn more in the 2025 Responsibility Report. For more information, visit www.carmax.com.
Contacts:
Investors:
David Lowenstein
investor_relations@carmax.com, (804) 747-0422 ext. 7865
Media:
pr@carmax.com, (855) 887-2915
Forward-Looking Statements
We caution readers that the statements contained in this release that are not statements of historical fact, including statements about our future business plans, operations, challenges, opportunities or prospects, including without limitation any statements or factors regarding expected succession matters, operating capacity, sales, inventory, market share, financial and operational targets and goals, revenue, margins, expenses, liquidity, loan originations, capital expenditures, share repurchase plans, debt obligations or earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “committed,” “could,” “enable,” “encouraged,” “estimate,” “expect,” “focused on,” “intend,” “may,” “on track,” “outlook,” “plan,” “positioned,” “predict,” “should,” “target,” “will” and other similar expressions, whether in the negative or affirmative. Such forward-looking statements are based upon management’s current knowledge, expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. Among the factors that could cause actual results and outcomes to differ materially from those contained in the forward-looking statements are the following:
•Changes in the competitive landscape and/or our failure to successfully adjust to such changes.
CarMax, Inc.
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•Changes in general or regional U.S. economic conditions, including economic downturns, inflationary pressures, fluctuating interest rates, tariffs or the effect of trade policies, and the potential impact of international events.
•Changes in the availability or cost of capital and working capital financing, including changes related to the asset-backed securitization market.
•Events that damage our reputation or harm the perception of the quality of our brand.
•Significant changes in prices of new and used vehicles.
•A reduction in the availability of or access to sources of inventory or a failure to expeditiously liquidate inventory.
•Our inability to realize the benefits associated with our omni-channel platform or initiatives designed to leverage evolving technologies, including AI.
•Factors related to geographic and sales growth, including the inability to effectively manage our growth.
•Our inability to recruit, develop and retain associates and maintain positive associate relations.
•The loss of key associates from our store, regional or corporate management teams, the failure to effectively execute key executive succession plans or a significant increase in labor costs.
•Changes in economic conditions or other factors that result in greater credit losses for CAF’s portfolio of auto loans than anticipated.
•The failure or inability to realize the benefits associated with our strategic investments.
•Changes in consumer credit availability provided by our third-party finance providers.
•Changes in the availability of extended protection plan products from third-party providers.
•The performance of the third-party vendors we rely on for key components of our business.
•Adverse conditions affecting one or more automotive manufacturers.
•The inaccuracy of estimates and assumptions used in the preparation of our financial statements, or the effect of new accounting requirements or changes to U.S. generally accepted accounting principles.
•The failure or inability to adequately protect our intellectual property.
•The occurrence of severe weather events.
•The failure or inability to meet our environmental goals or satisfy related disclosure requirements.
•Factors related to the geographic concentration of our stores.
•Security breaches or other events that result in the misappropriation, loss or other unauthorized disclosure of confidential customer, associate or corporate information.
•The failure of or inability to sufficiently enhance key information systems.
•Factors related to the regulatory and legislative environment in which we operate.
•The effect of evolving regulations, disclosure requirements, standards and expectations relating to environmental, social and governance matters.
CarMax, Inc.
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•The effect of various litigation matters.
•The volatility in the market price for our common stock.
For more details on factors that could affect expectations, see our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, and our quarterly or current reports as filed with or furnished to the U.S. Securities and Exchange Commission. Our filings are publicly available on our investor information home page at investors.carmax.com. Requests for information may also be made to the Investor Relations Department by email to investor_relations@carmax.com or by calling (804) 747-0422 x7865. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
FAQ
What leadership change did CarMax (KMX) announce in this 8-K?
CarMax appointed Keith Barr as President and Chief Executive Officer and a member of the Board, effective March 16, 2026. Interim CEO David McCreight will step down from that role and return to his prior position as an independent director on the Board.
What is Keith Barr’s compensation package as CEO of CarMax (KMX)?
Keith Barr will receive a $1,250,000 annual base salary and an annual target bonus equal to 175% of base salary. He is also eligible for significant equity incentives, including sign-on restricted stock units and stock options plus 2026 option and performance-based RSU awards.
What sign-on equity awards will CarMax (KMX) grant to Keith Barr?
On March 16, 2026, CarMax will grant Keith Barr stock-settled restricted stock units with a $1,000,000 target grant date fair value vesting after one year, and stock options with a $1,000,000 target grant date fair value that vest ratably over four years, subject to plan terms.
How is Keith Barr’s severance structured at CarMax (KMX)?
If CarMax terminates Keith Barr without cause or he resigns for good reason, he will receive cash severance equal to two times his base salary plus target annual bonus, paid over 52 biweekly installments, and up to 18 months of company-paid or reimbursed COBRA premiums.
What additional perquisites will Keith Barr receive as CarMax (KMX) CEO?
Keith Barr will receive relocation benefits, temporary housing, access to CarMax’s demo car program, tax and financial planning services, and participation in standard benefits. He may use the company’s corporate aircraft for personal travel, subject to a $200,000 cap per fiscal year.
How does the CarMax (KMX) Board change with Keith Barr’s appointment?
Effective March 16, 2026, CarMax’s Board will increase from nine to ten directors when Keith Barr joins as a member. David McCreight will return to his role as an independent director, and Tom Folliard will remain Interim Executive Chair until the Annual Meeting in June 2026.