Table of Contents I 64

CVNA 2019 Proxy Statement

Letter to Stockholders I
Notice of Annual Meeting II
Table of Contents III
Commonly Asked Questions and Answers About the Annual Meeting 1
Board of Directors and Corporate Governance 5
ITEM 1-ELECTION OF DIRECTORS 8
Director Nominees 8
Continuing Directors 9
Independence Status 10
Controlled Company Status 10
Board Meetings and Committees 11
Board Leadership Structure 13
Section 16(a) Beneficial Ownership Reporting Compliance. 14
Risk Oversight 14
Compensation Committee Interlocks and Insider Participation 15
Communications by Stockholders and Other Interested Parties with the Board of Directors 15
Director Compensation 15
Executive Officers 17
Compensation Discussion and Analysis 19
Executive Summary 19
Compensation Objectives and Principles 22
Compensation Setting Process 23
Competitiveness of Our Compensation Program 24
Compensation Components 24
Compensation- Related Policies 31
Compensation and Risk 31
Tax and Accounting Implications 32
Compensation and Nominating Committee Report 33
Compensation Tables 34
Summary Compensation Table 34
Grants of Plan- Based Awards 35
Outstanding Equity Awards at 2018 Fiscal Year End 36
Option Exercises and Stock Vested 38
Potential Payments upon a Change of Control 38
CEO Pay Ratio 39
Certain Relationships and Related Party Transactions 39
Policies for Approval of Related Party Transactions 39
Amended and Restated Operating Agreement 39
Exchange Agreement 40
Registration Rights Agreement 40
Tax Receivable Agreement 41
Indemnification of Officers and Directors 41
Contribution Agreements 42
Relationship with DriveTime 42
Security Ownership of Certain Beneficial Owners and Management 49
ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC 54
Fees and Services 54
Audit Committee Report 56
ITEM 3 – SAY ON PAY 57
ITEM 4 – SAY ON PAY FREQUENCY 57
Other Matters 58
Incorporation by Reference 58
Availability of SEC Filings, Code of Conduct, and Committee Charters 58
Where to Find Additional Information 58
Cost of Proxy Solicitation 59
Annex 60
100k Milestone gift 60
Non- GAAP Financial Measures 60

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