CVNA 2019 Proxy Statement

- 39 - CEO PAY RATIO The 2018 annual total compensation of our median-compensated employee other than Mr. Garcia was $36,204. We identified our median-compensated employee by calculating the annual salary of all our employees as of December 31, 2018, annualized for those who joined Carvana during the year and who were not seasonal or temporary employees. Mr. Garcia’s 2018 annual total compensation was $2,075,726, as disclosed in the “Summary Compensation Table” above. The ratio of our median-compensated employee to Mr. Garcia is 1-to-57. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTIONS We have adopted a written policy with respect to the review, approval, and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Audit Committee to consider, among other factors it deems appropriate: x the related person’s relationship to us and interest in the transaction, x the material facts of the proposed transaction, including the proposed aggregate value of the transaction, x the impact on a director’s independence in the event the related person is a director or an immediate family member of the director, x the benefits to us of the proposed transaction, x if applicable, the availability of other sources of comparable products or services, and x an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. The Audit Committee may only approve those transactions that are in or are not inconsistent with our best interests and those of our stockholders, as the Audit Committee determines in good faith. AMENDED AND RESTATED OPERATING AGREEMENT In connection with the organizational transactions we effected in connection with our IPO, we amended and restated Carvana Group’s existing operating agreement, which we refer to as the “LLC Operating Agreement.” In addition, on March 2, 2018, Carvana Group signed an amendment of its LLC Agreement to, among other things, create a class of convertible preferred units. The convertible preferred units were created in connection with the December 5, 2017, issuance and sale of 100,000 shares of