CarMax Inc.

Mr. Folliard joined CarMax in 1993 as senior buyer and became director of purchasing in 1994. He was promoted to vice president of merchandising in 1996, senior vice president of store operations in 2000 and executive vice president of store operations in 2001. Mr. Folliard became president and chief executive officer and a director of CarMax in 2006.

Mr. Browning joined CarMax in 1996 as vice president and chief financial officer after spending 14 years at Circuit City, his last position being corporate controller and vice president. He has been involved in the development of accounting procedures, systems and internal controls for CarMax since its inception. Mr. Browning was promoted to executive vice president and chief financial officer in 2001. He has served as a director of CarMax since 1997.

Mr. Dolan joined CarMax in 1997 as vice president and chief information officer. He was named senior vice president in April 2001. Prior to joining CarMax, Mr. Dolan was vice president and chief information officer for H.E.B. Stores, a privately held grocery retailer.

Mr. Kunkel joined CarMax in 1998 as vice president, marketing and strategy. He was named senior vice president in April 2001. Prior to joining CarMax, Mr. Kunkel was president of Wholesome Kidfoods, Inc. and a senior manager with McKinsey and Company.

Retired Managing Partner-Chief Executive, Andersen Worldwide S.C. Andersen Worldwide provided global professional auditing and consulting services through its two service entities, Arthur Andersen and Andersen Consulting. He is a certified public accountant and joined Arthur Andersen in 1963. He was elected a member of the Board of Partners, Andersen Worldwide in 1991 and chairman of the Board of Partners in 1994. He served as Managing Partner-Chief Executive from 1997 through 2000. Mr. Grafton is currently lead director of DiamondRock Hospitality Company.

Ms. Stewart has been chairman since 1999 and chief executive officer since 2001 of Storetrax.com, and Internet retail real estate listing service company. Since 1992, she has served as president of Stewart Real Estate Capital, a real estate investment company. She was an adjunct professor at Columbia University Graduate School of Business from 1994 to 1996. She previously spent 12 years in investment banking with Goldman, Sachs & Co. She is currently a director of General Growth Properties, Inc. and Avatar Holdings, Inc. Ms. Stewart joined the CarMax board of directors in 2002.

Mr. Grubb retired as exective vice president and chief financial officer of Transamerica Corporation, a leading insurance and financial services firm, in 1999. He joined Transamerica in 1989 and became chief financial officer in 1993. From 1986 to 1989, he was the senior vice president and chief financial officer of Lucky Stores, Inc. He is a director of the California State Automobile Association (the "CSAA"), the CSAA Insurance Bureau, and ACA, Inc., which is a partnership of the Northern California, Arizona, Oklahoma, and Mountain West AAA Clubs. Mr. Grubb joined the CarMax board of directors in January 2007.

Major General Robinson, (U.S.A. Ret.), is the chief executive officer of Global Building Systems, Inc., a firm that develops and constructs low- and moderate-income residential housing. From 2003 to 2005, he was the chairman and chief executive officer of Granville Construction & Development Co., Inc., a housing development and construction firm. From 1989 to 2003, he was chairman and chief exective officer of the Tetra Group, a construction management and building services firm. He is also a former chairman and board member of the Federal Reserve Bank of Dallas. He is a retired Major General from the United States Army. He is currently a director of Newmarket Technology, Inc. and an advisory board member of TXU Corp. He joined the CarMax board in 2002.

Mr. Clingman retired as the president and chief operating officer of the H.E. Butt Grocery Company in 2003. H.E. Butt is an independently owned food retailer. He joined H.E. Butt in 1975, and was named chief operating officer in 1984 and president in 1995. He is a director of H.E. Butt Grocery Company, Van de Walle Food Manufacturing Company, Ecce Panis, and Valero GP, L.L.C. Mr Clingman joined the CarMax board of directors in 2003.

Mr. Clingman retired as the president and chief operating officer of the H.E. Butt Grocery Company in 2003. H.E. Butt is an independently owned food retailer. He joined H.E. Butt in 1975, and was named chief operating officer in 1984 and president in 1995. He is a director of H.E. Butt Grocery Company, Van de Walle Food Manufacturing Company, Ecce Panis, and Valero GP, L.L.C. Mr Clingman joined the CarMax board of directors in 2003.

Shira Goodman, Executive Vice President, Human Resources Shira Goodman Shira is Executive Vice President of Human Resources, responsible for Staples’ global HR strategies and programs that advance the company’s commitment to be the world’s best office products company. Shira joined Staples in 1992 and has served in a number of leadership roles across the company. She recently served as Executive Vice President of Marketing responsible for Staples’ marketing, advertising, public relations and charitable giving programs and led the company’s global business integration efforts following Staples’ acquisition of Corporate Express in 2008. She previously held senior executive positions in the company’s delivery business units which serve business customers of all sizes. Shira came to Staples from Bain and Company where she was a Manager. Staples was one of her clients and she helped develop the strategy to launch Staples’ catalog business. Shira sits on the Board of Directors of CarMax, Inc. A native of Chicago, she was raised in Minneapolis. She holds a Master of Management Science degree with a concentration in strategy and marketing from MIT’s Sloan School of Management, a J.D. from Harvard Law School and a bachelor’s degree from Princeton University. Shira's favorite office product is the Staples® One–Touch™ stapler.

Ms. Stephenson retired as the chief operating officer of WIlliams-Sonoma, Inc., a specialty retailer of products for the home, in 2006. She was named chief operating officer of Williams-Sonoma in 2003. From 2000 to 2003, she served as a consultant to Apple Computer and Williams-Sonoma. She was the chief information officer for Target Corporation from 1995 to 2000. She currently is the chair of the Mills College board of trustees and the vice chair of the California State Automobile Association board of directors. Ms. Stephenson joined the CarMax board in 2006.