DEF 14A of Copart Inc, Oct 26, 2023

DEF 14A of Copart Inc

Filed Oct 26, 2023 · FY20230001193125-23-263822

Open on EDGAR

  1. Voting

    | Compensation Committee Report | Compensation Committee Report | 53 | | Executive Compensation Tables | Pay Ratio | 54 | | | Fiscal Year 2023 Summary Compensation Table | 55 | | | Grants of Plan-Based Awards in Fiscal Year 2023 | 56 | | | Outstanding Equity Awards at 2023 Fiscal Year End | 57 | | | Option Exercises in Fiscal Year 2023 | 58 | | | Pension Benefits and Non-Qualified Deferred Compensation | 59 | | | Potential Post-Employment Payments upon Termination or Change in Control | 59 | | | Equity Compensation Plan Information | 60 | | | Pay Versus Performance | 61 | | Related Party Transactions and Delinquent Section 16(a) Reports | Audit Committee Approval Policy | 64 | | | Related Person Transactions | 64 | | | Delinquent Section 16(a) Reports | 64 | | Security Ownership | Security Ownership | 65 | | Other Matters | Other Matters | 67 | | | Adjournment of the 2023 Annual Meeting | 67 | | | Annual Report on Form 10-K for the Fiscal Year Ended July 31, 2023 | 67 | | | Site of the Copart, Inc. 2023 Annual Meeting | 68 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Position | Director Since | Independence | Audit Committee | Compensation Committee | Nominating and Governance Committee | | Willis J. Johnson | 76 | Chairman of the Board | 1982 | | | | | | A. Jayson Adair | 54 | Co-CEO and Director | 1992 | | | | | | Matt Blunt | 52 | Director | 2009 | ✓ | ✓ | ✓ | | | Steven D. Cohan | 62 | Director | 2004 | ✓ | ✓ | ✓ | | | Daniel J. Englander | 54 | Director | 2006 | ✓ | | ✓ | ✓ | | James E. Meeks | 74 | Director | 1996 | ✓ | | | | | Thomas N. Tryforos | 64 | Director | 2012 | ✓ | | ✓ | ✓ | | Diane M. Morefield | 65 | Director | 2019 | ✓ | ✓ | | ✓ | | Stephen Fisher | 59 | Director | 2019 | ✓ | ✓ | | | | Cherylyn Harley LeBon | 57 | Director | 2021 | ✓ | | ✓ | ✓ | | Carl D. Sparks | 56 | Director | 2021 | ✓ | ✓ | | ✓ |

  4. Executive Compensation Highlights

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | A. Jayson Adair Co-Chief Executive Officer | 2023 | 1 | — | — | — | — | 384,575 | 384,576 | | Jeffrey Liaw Co-Chief Executive Officer | 2023 | 900,000 | — | — | — | 1,100,000 | 9,000 | 2,009,000 | | Leah C. Stearns Senior Vice President and Chief Financial Officer | 2023 | 349,039 | — | 3,942,000 | 5,110,638 | 300,000 | 5,250 | 9,706,927 | | John North Former Senior Vice President and Chief Financial Officer | 2023 | 40,623 | — | — | — | — | 352,750 | 393,373 | | Gavin Renfrew Former Interim Principal Financial Officer, current Vice President and Chief Accounting Officer(1) | 2023 | 245,980 | 100,000 | 125,058 | — | — | — | 471,038 |

  5. Considerations in Identifying and Evaluating Director Nominees

    Considerations in Identifying and Evaluating Director Nominees To the extent our Nominating and Governance Committee believes it appropriate to identify and evaluate new director candidates, our Nominating and Governance Committee generally requests our board members and others provide recommendations, meets from time to time to evaluate biographical information and background material relating to potential candidates, and interviews potential director candidates. Our Nominating and Governance Committee consists of Diane M. Morefield, Daniel J. Englander, Cherylyn Harley LeBon, Carl D. Sparks, and Thomas N. Tryforos and has established policies and procedures relating to the consideration of any individual recommended as a prospective director nominee from stockholders. Please see the section entitled “Director Nomination Process” below. The Nominating and Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources.

  6. Considerations in Identifying and Evaluating Director Nominees

    | COPART, INC. | 20 | 2023 PROXY STATEMENT |

  7. Considerations in Identifying and Evaluating Director Nominees

    In its evaluation of director candidates, including the members of the Board eligible for re-election, our Nominating and Governance Committee will consider the following:

  8. Considerations in Identifying and Evaluating Director Nominees

    | • | The current size and composition of our Board and the needs of the Board and its respective committees; |

  9. Considerations in Identifying and Evaluating Director Nominees

    | • | Factors such as character, integrity, judgment, independence, area of expertise, corporate experience, length of service, personal characteristics (including gender, race, and diversity of experience), potential conflicts of interest, and other commitments; and |

  10. Considerations in Identifying and Evaluating Director Nominees

    | • | Other factors that our Nominating and Governance Committee may consider appropriate. |

  11. Considerations in Identifying and Evaluating Director Nominees

    Our Nominating and Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. Any nominee for a position on the Board must satisfy the following minimum qualifications:

  12. Considerations in Identifying and Evaluating Director Nominees

    | • | The highest personal and professional ethics and integrity; |

  13. Considerations in Identifying and Evaluating Director Nominees

    | • | Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; |

  14. Considerations in Identifying and Evaluating Director Nominees

    | • | Skills that are complementary to those of the existing Board; |

  15. Considerations in Identifying and Evaluating Director Nominees

    | • | The ability to assist and support management and make significant contributions to the company’s success; and |

  16. Considerations in Identifying and Evaluating Director Nominees

    | • | An understanding of the fiduciary responsibilities required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. |

  17. Considerations in Identifying and Evaluating Director Nominees

    The Nominating and Governance Committee considers diversity as one of many factors in identifying nominees for director, including personal characteristics such as race and gender, as well as diversity in the experience and skills that contribute to the board’s performance of its responsibilities in the oversight of a complex and highly-competitive global business. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. If our Nominating and Governance Committee determines that an additional or replacement director is required, the Nominating and Governance Committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Governance Committee, Board, or management.

  18. Outside Director Compensation Program

    Outside Director Compensation Program On October 17, 2022, our Board approved our outside director compensation program. Under our outside director compensation program, eligible directors (consisting of our Chairman of the Board and our non-employee directors) each receive an annual retainer of $50,000, which amount has been increased to $57,500 for fiscal year 2024. Additionally, each eligible director receives an additional $10,000 cash retainer for each committee on which they serve, unless the eligible director serves as the chair of one or more standing committees, consisting of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, in which case the eligible director receives an additional $20,000 cash retainer for their service as the chair of such committee. These cash retainers are payable in quarterly installments in arrears on a prorated basis. Each person who first becomes an eligible director will receive, on the date on which the person first becomes an eligible director, an initial award of an option to purchase a number of shares of our common stock that results in such option having a “value” of $250,000, rounded down to the nearest whole share. Each initial award will vest as to 1/12th of the underlying shares on each month following the date the applicable eligible director’s service as an eligible director commenced, in each case subject to the eligible director’s continued service as a director through the relevant vesting date. If an individual commences service as an eligible director on the date an annual award (discussed below) would be granted, then the individual will not be granted an initial award, but instead will be granted only an annual award. If an individual commences service as an eligible director on any other date, then that individual will not be eligible to receive an annual award until the second annual meeting of stockholders where directors are elected following the individual’s initial date of service as an eligible director. Except as described above, on the date of each of our annual stockholder meetings following the effective date of our new outside director compensation program, each eligible director automatically will be granted an annual award of an option to purchase a number of shares of our common stock that results in such option having a “value” of $250,000, rounded down to the nearest whole share. Each annual award will vest as to 1/12th of the underlying shares on each month following the date of grant, in each case subject to the applicable eligible director’s continued service as a director through the relevant vesting date. Each initial award or annual award will have a term of seven years and will have an exercise price per share equal to the fair market value of a share of our common stock on the date of grant. In the event of a change in control of our company, all initial awards and annual awards will fully vest, in each case subject to the applicable eligible director’s continued service as a director through the date of the change in control. The directors are also eligible for reimbursement of reasonable and necessary expenses incurred in connection with their attendance at Board meetings.

  19. Outside Director Compensation Program

    | COPART, INC. | 24 | 2023 PROXY STATEMENT |

  20. Outside Director Compensation Program

    For purposes of determining the number of shares covered by an initial award or annual award and the limitations described in the previous paragraph, “value” means the fair market value of the shares subject to the equity award, as determined using the Black-Scholes option valuation formula. Our founder and Chairman of the Board, Willis J. Johnson, participates in the outside director compensation program on the same terms as non-employee directors. However, under our new outside director compensation program, Mr. Johnson continues to receive the same perquisites and benefits he was provided under the previous stockholder-approved compensation program.

  21. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The following table presents information relating to total compensation paid or accrued for services rendered to us in all capacities by our Chairman of the Board and our non-employee directors for the fiscal year ended July 31, 2023, under our previous stockholder-approved cash and equity compensation program. The table excludes A. Jayson Adair, who is a named executive officer and does not receive any additional compensation for services provided as a director. See the section below entitled “Executive Compensation” for information about the compensation of Mr. Adair.

  22. Fiscal 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Totals ($) | | Willis J. Johnson | 50,000 | 250,000 | 79,452(2) | 379,452 | | Matt Blunt | 70,000 | 250,000 | — | 320,000 | | Steven D. Cohan | 80,000 | 250,000 | — | 330,000 | | Daniel J. Englander | 80,000 | 250,000 | — | 330,000 | | James E. Meeks | 50,000 | 250,000 | — | 300,000 | | Thomas N. Tryforos | 70,000 | 250,000 | — | 320,000 | | Diane M. Morefield | 80,000 | 250,000 | — | 330,000 | | Stephen Fisher | 60,000 | 250,000 | — | 310,000 | | Cherylyn Harley LeBon | 70,000 | 250,000 | — | 320,000 | | Carl D. Sparks | 70,000 | 250,000 | — | 320,000 |

  23. Fiscal 2023 Director Compensation

    | (1) Amounts shown represent the aggregate grant date fair values of the annual award of stock options granted in fiscal 2023 (i) on the date of our 2022 annual meeting. These aggregate grant date fair values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, as amended, without regard to estimated forfeitures. There can be no assurances that the amounts disclosed will ever be realized. Assumptions used in the calculation of these amounts are included in Note 12, “Stockholders’ Equity” to our consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended July 31, 2023. |

  24. Fiscal 2023 Director Compensation

    | (2) Includes $36,936 related to personal use of a company-owned automobile, $30,522 related to personal use of a company-owned aircraft, and $11,994 for medical, dental, and vision benefits. We determine the value of personal use of corporate-owned or leased aircraft based on the aggregate incremental cost to us for such use. We calculate the incremental cost to the company for personal use of company aircraft based on the average variable operating costs to the company. Variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses, and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours the company aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilots’ salaries, the purchase cost of company-owned aircraft, insurance, scheduled maintenance, and non-trip related hangar expenses. |

  25. Fiscal 2023 Director Compensation

    | COPART, INC. | 25 | 2023 PROXY STATEMENT |

  26. Fiscal 2023 Director Compensation

    As of July 31, 2023, the end of our 2023 fiscal year, the aggregate number of stock options outstanding for our Chairman of the Board and each of our non-employee directors was as follows:

  27. Fiscal 2023 Director Compensation

    | Name | Aggregate Number of Shares Underlying Options | | Willis J. Johnson | 180,594 | | Matt Blunt | 280,594 | | Steven D. Cohan | 380,594 | | Daniel J. Englander | 1,500,594 | | James E. Meeks | 540,594 | | Thomas N. Tryforos | 1,500,594 | | Diane M. Morefield | 280,594 | | Stephen Fisher | 180,594 | | Cherylyn Harley LeBon | 120,594 | | Carl D. Sparks | 120,594 |

  28. Willis J. Johnson

    Willis J. Johnson

  29. Willis J. Johnson

    | Director Since: 1982 Age: 76 Founder | Mr. Johnson, founder of Copart, has, since January 2004, served as Chairman of our Board. From 1982 until February 2010, Mr. Johnson served as our chief executive officer and from 1986 until 1995, he also served as our president. Mr. Johnson was an officer and director of U-Pull-It, Inc. (UPI), a self-service auto dismantler, which he co-founded, from 1982 through September 1994. Mr. Johnson sold his entire interest in UPI in September 1994. | Key attributes, experience and skills: • Salvage Vehicle Industry Experience • Technology Sector Experience • Land Acquisition and Development Experience |

  30. A. Jayson Adair

    A. Jayson Adair

  31. A. Jayson Adair

    | Director Since: 1992 Age: 54 Founder | Mr. Adair served as our chief executive officer from February 2010 to April 2022, at which point he became our co-chief executive officer. From November 1996 to February 2010, Mr. Adair served as our president. From 1995 until 1996, Mr. Adair served as our executive vice president. From 1990 until 1995, Mr. Adair served as our vice president of sales and operations, and from 1989 to 1990, Mr. Adair served as our manager of operations. | Key attributes, experience and skills: • Salvage Vehicle Industry Experience • Technology Sector Experience • Land Acquisition and Development Experience |

  32. Matt Blunt

    Matt Blunt

  33. Matt Blunt

    | Director Since: 2009 Age: 52 Committees: | Mr. Blunt served as the governor of the State of Missouri from 2005 to 2009. Prior to serving as the governor of Missouri, Mr. Blunt served as a member of the Missouri General Assembly from 1999 through 2001 and as Missouri’s secretary of state from 2001 through his inauguration as governor in 2005. Since leaving the Office of the Governor of the State of Missouri, Mr. Blunt has served as a senior adviser to government affairs and financial firms. Since February 2011, Mr. Blunt has served as the president of the American Automobile Policy Council, which represents the public policy interests of Stellantis N.V., Ford Motor Company, and General Motors Company. He is a 1993 graduate of the United States Naval Academy and received four Navy and Marine Corps Achievement Medals during his military service, as well as numerous other awards. | Key attributes, experience and skills: • Government Service Experience • Specialized Finance and Accounting Expertise |

  34. Matt Blunt

    | | Audit Committee | | Compensation Committee | | Nominating and Governance Committee |

  35. Matt Blunt

    | COPART, INC. | 29 | 2023 PROXY STATEMENT |

  36. Steven D. Cohan

    Steven D. Cohan

  37. Steven D. Cohan

    | Director Since: 2004 Age: 62 Committees: Chair | Mr. Cohan is a private investor, and since 1997, has served as the chief executive officer and as a director of Loco Ventures, Inc., a privately-held company that has operated various food manufacturing businesses in Northern California. From 1992 to 1994, he served as our vice president of finance and principal accounting officer and, from 1994 to 1996, he served as our vice president of corporate development. He holds an M.B.A. from the University of San Francisco and a B.A. in Economics from the University of California, Los Angeles. He is also a certified public accountant. | Key attributes, experience and skills: • Salvage Vehicle Industry Experience • Technology Sector Experience • Land Acquisition and Development Experience • Specialized Finance and Accounting Expertise • Certified Public Accountant |

  38. Daniel J. Englander

    Daniel J. Englander

  39. Daniel J. Englander

    | Director Since: 2006 Age: 54 Committees: Chair | Mr. Englander is managing partner of Ursula Capital Partners, an investment management firm that he founded in May 2004. He began serving as a director of CKX Lands, Inc., a land ownership and management company, in October 2018. In addition, since 2007, Mr. Englander has served as a director of America’s Car-Mart, Inc., an automotive retailer based in Bentonville, Arkansas; he served as a director of Healthways, Inc., a well-being improvement company based in Franklin, Tennessee for a portion of 2014; and he served as a director of Ambassadors International, a cruise ship operator based in Seattle, Washington from 2009 through May 2011. From October 1994 until January 2004, Mr. Englander was employed as an investment banker with Allen & Company, a New York-based merchant bank, serving as a Managing Director from September 2002 until his departure. He holds a B.A. from Yale University. | Key attributes, experience and skills: • Investment Management Industry Experience • Land Acquisition and Development Experience • Specialized Finance and Accounting Expertise • Other Publicly Traded Corporation Director Experience |

  40. James E. Meeks

    James E. Meeks

  41. James E. Meeks

    | Director Since: 1996 Age: 74 | Mr. Meeks served as our chief operating officer from 1992, when he joined us in connection with our purchase of South Bay Salvage Pool, until his retirement in 2007. From 1995 to 1996, Mr. Meeks also served as our senior vice president and from 1996 until 2007 he served as our executive vice president. From 1986 to 1992, Mr. Meeks, together with his family, owned and operated the South Bay Salvage Pool, a salvage pool company. From 1991 to 2001, Mr. Meeks was an officer, director and part owner of CAS & Meeks, Inc., a towing and subhauling service company. On August 1, 2007, Mr. Meeks relinquished the titles and responsibilities of executive vice president and chief operating officer, and he retired from employment with us on December 31, 2007. | Key attributes, experience and skills: • Salvage Vehicle Industry Experience • Technology Sector Experience • Land Acquisition and Development Experience |

  42. James E. Meeks

    | | Audit Committee | | Compensation Committee | | Nominating and Governance Committee |

  43. James E. Meeks

    | COPART, INC. | 30 | 2023 PROXY STATEMENT |

  44. Thomas N. Tryforos

    Thomas N. Tryforos

  45. Thomas N. Tryforos

    | Director Since: 2012 Age: 64 Committees: | Mr. Tryforos has been a private investor since 2005. Between May 1991 and September 2004, Mr. Tryforos was a General Partner at Prescott Investors, Inc., a private investment firm. Mr. Tryforos also serves as a director of Credit Acceptance Corporation, a publicly-traded indirect auto finance company. Mr. Tryforos received a B.A. from Columbia College in 1981. He received an M.B.A. in accounting and finance from Columbia Business School in 1984. | Key attributes, experience and skills: • Investment Management Industry Experience • Specialized Finance and Accounting Expertise • Other Publicly Traded Corporation Director Experience |

  46. Diane M. Morefield

    Diane M. Morefield

  47. Diane M. Morefield

    | Director Since: 2019 Age: 65 Committees: Chair | Ms. Morefield is a financial and operating executive with extensive experience in chief financial officer and corporate executive roles, primarily of publicly traded real estate companies (REITs). Ms. Morefield retired at year-end 2020 as executive vice president and chief financial officer of CyrusOne (Nasdaq: CONE), a publicly traded global data center REIT. Prior to joining CyrusOne in 2016, Diane served as executive vice president and chief financial officer of Strategic Hotels & Resorts (NYSE: BEE) from 2010 to 2015. From 2007-2009, Ms. Morefield served as the chief financial officer of Equity International, and from 1997-2006, she served in several executive leadership roles at Equity Office (NYSE: EOP), including service as senior vice president of operations, and senior vice president of investor relations. Earlier in her career, she worked at Barclays Bank as a real estate banker, and started her career in public accounting. In addition to her service on Copart’s Board, Ms. Morefield serves on the board of directors of UDR (NYSE: UDR), where she serves on the audit and governance committees. Ms. Morefield earned her B.S. in Accountancy from the University of Illinois and is a CPA. She obtained her M.B.A. from the University of Chicago Booth School of Business. | Key attributes, experience and skills: • Technology Sector Experience • Land Acquisition and Development Experience • Specialized Finance and Accounting Expertise • Certified Public Accountant • Other Publicly Traded Corporation Director Experience |

  48. Diane M. Morefield

    | | Audit Committee | | Compensation Committee | | Nominating and Governance Committee |

  49. Diane M. Morefield

    | COPART, INC. | 31 | 2023 PROXY STATEMENT |

  50. Stephen Fisher

    Stephen Fisher

  51. Stephen Fisher

    | Director Since: 2019 Age: 59 Committees: | Mr. Fisher has served since July 2021 as the executive vice president and general manager for Next Generation CRM and Unified Data Services at Salesforce.com, an enterprise cloud computing company. Before that, until 2019, Mr. Fisher served as senior vice president and chief technology officer of eBay, Inc., an e-commerce corporation that facilitates consumer-to-consumer and business-to-consumer sales through its website. Mr. Fisher initially joined eBay in September 2014 as senior vice president and chief technology officer of eBay Marketplaces. Prior to joining eBay, Mr. Fisher spent 10 years at Salesforce.com in a number of roles, the last of which was executive vice president, technology. Mr. Fisher also serves on the board of directors of Bill.com Holdings, Inc. (NYSE: BILL). | Key attributes, experience and skills: • Technology Sector Experience • Other Publicly Traded Corporation Director Experience • Cybersecurity Expertise |

  52. Cherylyn Harley LeBon

    Cherylyn Harley LeBon

  53. Cherylyn Harley LeBon

    | Director Since: 2021 Age: 57 Committees: | Ms. LeBon has been a Partner at Womble Bond Dickinson (US) LLP, a global law firm, since 2023 and practices in their Tysons Corner, Virginia office. She is a member of the firm’s corporate securities and government contracts practice. From 2020 to 2023, Ms. LeBon was a Partner at the Dunlap, Bennett & Ludwig law firm in Washington, D.C., where she was a member of the firm’s corporate and government contracts practice. Prior to joining private law practice, Ms. LeBon served for 10 years as president and chief executive officer of KLAR Strategies, a business strategy firm that she founded. In addition to her legal and business expertise, Ms. LeBon has extensive experience in senior executive roles within the United States federal government, including service as Assistant Administrator for Intergovernmental Affairs, as Deputy Chief of Staff, and as Deputy Director of Field Operations for the U.S. Small Business Administration. Ms. LeBon is a former Senior Counsel with the U.S. Senate Judiciary Committee, where she was responsible for judicial nominations, civil and human rights, and Congressional oversight of the U.S. Department of Justice. Prior to her government service, Ms. LeBon spent several years working in Europe as an international transaction specialist for the Mannesmann Corporation. Ms. LeBon speaks German and Spanish fluently. Ms. LeBon received her J.D. from the University of Wisconsin, and her B.A. from Canisius College. | Key attributes, experience and skills: • Government Service Experience • Specialized Finance and Accounting Expertise • Legal Expert/Attorney |

  54. Cherylyn Harley LeBon

    | | Audit Committee | | Compensation Committee | | Nominating and Governance Committee |

  55. Cherylyn Harley LeBon

    | COPART, INC. | 32 | 2023 PROXY STATEMENT |

  56. Carl D. Sparks

    Carl D. Sparks

  57. Carl D. Sparks

    | Director Since: 2021 Age: 56 Committees: | Mr. Sparks has served since October 2020 as managing partner of Interlock Partners, a venture capital firm focused on early stage, transformative investments. Prior to joining Interlock Partners, from 2016 to 2017, Mr. Sparks was the chief executive officer of Academic Partnerships, an educational technology company focused on helping public universities to offer their degree programs online. Before his service at Academic Partnerships, from 2011 to 2014, Mr. Sparks served as the chief executive officer of Travelocity Global. Earlier in his career, Mr. Sparks served in senior executive roles at the Gilt Groupe from 2009 to 2011, including as President, and before that he was the chief marketing officer of Expedia.com, a division of Expedia, Inc., among other senior executive roles he held there between 2004 and 2009. Mr. Sparks began his career in strategy consulting, including service in senior leadership roles with Boston Consulting Group in London, England, and Boston, Massachusetts. Mr. Sparks also serves on the board of directors of Dunkin’ Brands Group, Inc. (Nasdaq: DNKN), and Vonage Holdings Corp. (Nasdaq: VG). Mr. Sparks received his M.B.A. from Harvard University, and his B.S.E. in Mechanical and Aerospace Engineering from Princeton University. | Key attributes, experience and skills: • Investment Management Industry Experience • Technology Sector Experience • Specialized Finance and Accounting Expertise • Other Publicly Traded Corporation Director Experience |

  58. Carl D. Sparks

    | | Audit Committee | | Compensation Committee | | Nominating and Governance Committee |

  59. Executive Summary

    | Pay Element | | | Base Salaries | No increases in annual base salaries for our named executive officers in fiscal 2023. | | Annual Cash Incentives | Financial Component • We achieved $1.5 billion in operating income resulting in a payout of 100% of target. | | | Qualitative Component • Mr. Liaw achieved his personal performance goals resulting in a payout of 100% of target. • Ms. Stearns achieved her personal performance goals resulting in a payout of 100% of target. | | Long-Term Equity | No new equity award grants, other than a new hire equity award to Ms. Stearns. |

  60. Results of our 2022 Say-On-Pay Proposal and Subsequent Stockholder Engagement

    Results of our 2022 Say-On-Pay Proposal and Subsequent Stockholder Engagement At our 2022 annual meeting of stockholders, our say-on-pay advisory proposal passed with 62% of our stockholders voting in favor, which was down from 93% in 2021. Although we were pleased that a majority of our stockholders supported our executive compensation programs, we expected a higher level of support. Beginning in mid-June 2023, we initiated a stockholder engagement process with our 25 largest stockholders to solicit feedback on our executive compensation programs. Quality of Stockholder Engagement Outreach We concluded our stockholder engagement outreach in September 2023, after successfully engaging with 13 of our 25 largest stockholders, representing approximately 38% of our issued and outstanding common stock. During every call in our stockholder engagement outreach process, we had an independent director, a member of the Compensation Committee, and a member of Copart’s executive management team participate. The stockholder representatives included members of internal governance groups or portfolio managers, and in many cases, they included both. What We Learned The feedback we received from the stockholder engagement outreach was very positive. Most of the stockholders with whom we engaged understood Copart’s history of granting front-end loaded, multi-year stock option awards to our executive officers and noted that our total shareholder returns during the corresponding periods demonstrated a high degree of stockholder alignment. None of the stockholders we engaged with had a fundamental issue with our practice of awarding front-end loaded, multi-year stock option awards as long as the stock option awards included a performance-based feature. After reviewing the premium price hurdle performance-based condition that we have applied to the long-term equity incentive awards granted to NEOs since 2021, these stockholders generally supported the design of the awards. The recurring feedback from stockholders fell into one or more of the following themes:

  61. Results of our 2022 Say-On-Pay Proposal and Subsequent Stockholder Engagement

    | • | the disclosure surrounding our annual cash incentive program was too limited to adequately assess performance-related goals. |

  62. Results of our 2022 Say-On-Pay Proposal and Subsequent Stockholder Engagement

    | • | are providing enhanced disclosure regarding the determination of annual cash incentives paid to our eligible NEOs under our executive bonus plan; and |

  63. Our Philosophy on Executive Compensation

    Our Philosophy on Executive Compensation The primary objective of our executive compensation program is to incentivize our NEOs to think and behave like long-term owners of our business. The Compensation Committee implements this objective primarily through the grant of long-term equity awards, which vary based on the NEO. Because our co-chief executive officer A. Jayson Adair is one of the founders of our business and beneficially owns 3.71% of our common stock as of October 13, 2023. Mr. Adair is currently primarily compensated through driving appreciation in the price of our common stock. By contrast, our other co-chief executive officer Jeffrey Liaw is the first non-founder to serve as our chief executive officer, and his compensation has been designed to align his interests with the long-term interests of our stockholders primarily through large, front-end loaded, multi-year stock option awards. Ms. Stearns, our chief financial officer, is also new to our business and her compensation structure closely resembles the design we used for Mr. Liaw. Although Mr. Adair has not been granted new equity compensation since June 2020, it is important to recognize that we have a long history of compensating Mr. Adair through large, front-end loaded, multi-year stock option awards. We first adopted a compensation program for Mr. Adair based almost exclusively on stock options in 2009 and have successfully continued that program for more than a decade. Over the succeeding 14 years, our stockholder returns have substantially exceeded those of the S&P 500 as shown in the following chart:

  64. Our Philosophy on Executive Compensation

    Based on our 1,700% total shareholder return over our past 15 fiscal years, we believe our historical executive compensation arrangements for Mr. Adair have been extraordinarily effective and resulted in an outstanding degree of stockholder alignment. We have attempted to continue this successful approach for our non-founder executive officers, but with traditional salary and cash bonuses as well since they have shorter tenures with us and have not accumulated the level of stock ownership in Copart as Mr. Adair. We believe that Mr. Adair is uniquely situated relative to Copart and that compensation programs for him must be specifically tailored to create the necessary incentives for long-term stockholder returns. Nearly three decades of strong stock price performance by Copart and more than 30 years as a senior executive of Copart have enabled Mr. Adair to build substantial personal wealth. Copart stock remains the most significant portion of his net worth. Our Compensation Committee does not believe that a “median” or even “above median” compensation program would create sufficient incentives for an individual with Mr. Adair’s personal wealth to maximize stockholder value. Nor do we believe that it would directly align his interests with the long-term interests of our stockholders. No reasonable level of cash compensation, either in base salary or annual incentive compensation, would be meaningful to someone in Mr. Adair’s position. At the same time, our Compensation Committee believes Mr. Adair has been an extremely effective leader for Copart and the architect of its strategic vision for the last two decades. Accordingly, our Compensation Committee has sought to structure a compensation program tailored specifically for Mr. Adair that incentivizes both retention and performance by permitting him to participate directly alongside stockholders in the same manner and to the same extent as an individual stockholder investing in Copart on the date each stock option to Mr. Adair is granted. Our Compensation Committee also recognizes that Mr. Adair’s personal wealth as a substantial Copart stockholder also gives him robust personal financial ballast to remain focused on long-term value creation. We believe that substantial front-end loaded, multi-year equity incentive awards promote executive leadership stability and retention and a long-term ownership mindset. Another significant benefit of compensation arrangements that are heavily weighted to substantial, front-end loaded multi-year equity incentive awards is that we can settle our executive compensation arrangements for several years at a time. Our Compensation Committee finds that avoiding frequent executive compensation negotiations with our executive officers helps promote leadership stability and a long-term ownership mindset. Mr. Adair received his first multi-year stock option award in 2009, which covered five consecutive years of compensation, and his second multi-year stock option award in 2014, which also covered a five-year period. Mr. Adair’s most recent stock option award in 2020 provided him with compensation for fiscal years 2019, 2020, and 2021. Since June 2021, Mr. Adair has been working only for his $1 annual salary, along with certain perquisites approved by our Compensation Committee. We continued our pattern of multi-year compensation with the executive compensation package we awarded to Mr. Liaw upon his promotion to co-chief executive officer in March 2022. Although Mr. Liaw receives a competitive annual salary and participates in our executive bonus plan, he is not eligible for any new equity incentive awards until April 2026. Our Compensation Committee believes that equity incentive awards with time-based vesting is a powerful and effective tool for NEO retention. We use time-based vesting for all NEO equity incentive awards, and since June 2020, our standard vesting schedule for executive officer equity incentive awards has been 20% vesting on the first anniversary of the date of grant, with monthly vesting thereafter at a rate of 1/60 per month, such that the equity incentive award is fully vested on the fifth anniversary of the grant date. We believe that stock options directly link realized equity compensation to stockholder returns and expect our long-term equity awards to continue to focus on stock options. As a general principle, our Compensation Committee believes that our NEOs should realize actual compensation only if, when, and to the extent that stockholders realize gains. Our historical approach to Mr. Adair’s executive compensation best reflects the application of this principle. Other than the limited perquisites described in more

  65. Our Philosophy on Executive Compensation

    detail below, Mr. Adair receives no meaningful cash compensation in the form of base salary or annual cash incentives. Instead, he has received only stock options granted with an exercise price equal to the closing sales price of Copart’s common stock on the date of grant, which by its nature results in realized value only if and to the extent the value of Copart’s stock increases. If the stock price does not increase, Mr. Adair realizes nothing. If the stock price appreciates only modestly, Mr. Adair realizes only modest compensation. On the other hand, outsized gains in stock price appreciation for the benefit of all our stockholders will accrue as well to Mr. Adair. We named Jeffrey Liaw as our co-chief executive officer in March 2022, and his executive compensation package was designed similar to the approach we have historically taken with Mr. Adair because his compensation was heavily weighted to stock option awards, which represented approximately 74% of his executive compensation package value in fiscal 2022. Our Compensation Committee took a similar approach in its design of the onboarding executive compensation package for our new chief financial officer Ms. Stearns, with stock options representing approximately 53% of her total onboarding compensation package value. Consistent with our historical compensation structure and philosophy for Mr. Adair, we believe the heavy weighting of stock option awards in the compensation packages for Mr. Liaw and Ms. Stearns create a high degree of stockholder alignment and focus on long-term value creation. Although we believe restricted stock units lack the incentive and stockholder alignment power of stock options, for our non-founder NEOs, we believe including restricted stock units in the total mix of compensation elements lessens the impact of short-term stock price fluctuations, aids in executive retention and promotes a long-term ownership mindset. For our non-founder NEOs who lack Mr. Adair’s tenure and significant Copart stock ownership position, our Compensation Committee determined that adding restricted stock units to the mix of total compensation was an appropriate way of providing these NEOs with a degree of personal financial security to weather any short-term price fluctuations in our stock price, so that they can remain focused on long-term value creation. Our Compensation Committee also believes that including restricted stock units in the mix of total executive compensation helps to temper any incentives our non-founders may otherwise have for excessive risk-taking and also helps to deter any potential bias for near-term results at the expense of long-term value creation. Based on these considerations, our Compensation Committee designed Mr. Liaw’s compensation package in March 2022 so that restricted stock units represented approximately 20% of his total compensation package. The Compensation Committee took a similar approach in designing Ms. Steans’ onboarding compensation package in December 2022, with restricted stock units representing approximately 41% of her total onboarding compensation package. We believe that equity incentive awards should be significantly performance-based. Our Compensation Committee recognizes that some corporate governance standards don’t view stock options subject to ordinary time-based vesting as sufficiently “performance based”. To address this concern, for each of the equity incentive awards we have made to NEOs since June 2020, we have implemented a premium price hurdle that applies to at least 50% of the total value of the particular equity incentive award. Our Compensation Committee worked closely with Compensia, Inc, our external compensation consultant, to design Mr. Adair’s June 2020 stock option award for 4,000,000 shares, on a split-adjusted basis. Consistent with our historical practice at the time, our Compensation Committee determined that 100% of the stock option award would be subject to time-based vesting, with 20% of the award vesting on the first anniversary of the date of grant and the remainder vesting monthly over the succeeding 48 months. However, after reviewing the applicable published proxy voting guidelines of our largest stockholders and the major proxy advisory firms, our Compensation Committee further determined that in addition to ordinary time-based vesting, Mr. Adair’s stock option award would be subject to a special performance-based condition, such that Mr. Adair would not be able to exercise any portion of the stock option award unless our stock price was at least 125% of the option exercise price for twenty consecutive trading days. Following feedback from investors ahead of our 2020 annual meeting of stockholders, we amended Mr. Adair’s stock option award so that Mr. Adair would not be able to exercise any portion of his vested stock option

  66. Our Philosophy on Executive Compensation

    | What We Do | What We Don’t Do | | ✓ Our Compensation Committee consists entirely of independent directors | × No guaranteed salary increases or bonuses | | ✓ We hold a “say-on-pay” vote annually | × No excessive benefits and perquisites | | ✓ We regularly engage with our stockholders | × No special executive retirement plans | | ✓ A substantial portion of our named executive officers’ compensation is at-risk | × No tax gross-up upon a change of control | | ✓ We set challenging performance goals and cap the payouts under our executive bonus plan | × No incentives for inappropriate risk-taking | | ✓ We provide reasonable severance and change in control benefits | × No short sales, hedging or pledging of equity interests, or transactions involving derivatives of our securities | | ✓ We evaluate our levels of executive compensation against an appropriate peer group | × No discounting, reloading or repricing of stock options | | ✓ We maintain equity ownership policies that prohibit our executive officers and directors from selling shares unless they meet the minimum equity ownership requirement | | | ✓ We have adopted an executive officer claw-back policy | | | ✓ We maintain director and executive officer stock ownership guidelines | |

  67. Role of Our Compensation Committee

    | • | administers our equity incentive plans, for which it retains authority to approve grants of awards to any of our executive officers. |

  68. Role of the Compensation Consultant

    Role of the Compensation Consultant Our Compensation Committee has the authority under its charter to engage the services of outside advisors to assist it in evaluating executive compensation programs. In February 2022, our Compensation Committee engaged Compensia to conduct a compensation review to inform our Compensation Committee’s decisions with respect to Mr. Liaw’s compensation in his new position as our co-chief executive officer, and Compensia provided peer group data that our Compensation Committee considered when evaluating the individual elements of Mr. Liaw’s proposed compensation. Our Compensation Committee subsequently used this peer group data to assist it in determining Mr. Liaw’s compensation for fiscal 2023 as well as Ms. Stearns’s onboarding compensation package. In fiscal 2023, our Compensation Committee engaged Compensia to assist it with updating our peer group, which will be used to help our Compensation Committee determine our NEOs’ compensation beginning in fiscal 2024. In fiscal 2023, Compensia did not provide any services to us other than in its capacity as a consultant to our Compensation Committee, and Compensia did not receive any payments from us other than for such services. After considering the factors specified in the rules of the SEC and the Nasdaq Stock Market, our Compensation Committee believes that Compensia’s work on behalf of the Compensation Committee and its relationship with the Compensation Committee has not raised any conflicts of interest.

  69. Use of a Peer Group

    Use of a Peer Group As part of its deliberations on Mr. Liaw’s compensation in his new position as our co-chief executive officer in fiscal 2022, our Compensation Committee developed an updated peer group in March 2022 in collaboration with Compensia. The peer group was generally chosen based on the following selection criteria as of February 15, 2022:

  70. Use of a Peer Group

    | • | Industry: companies in a broad set of industries, including diversified support services, interactive media and services, and software, with a focus on online auction/marketplace platforms. |

  71. Use of a Peer Group

    | • | Revenue: companies with four-quarters trailing revenue between approximately $1.2 billion and $7.3 billion, which approximated 0.4 to 2.5 times Copart’s four-quarters trailing revenue. |

  72. Use of a Peer Group

    | • | Market Capitalization: companies with 30-day average market capitalization of approximately $7.8 billion to $125 billion, which approximated 0.3 to 4.0 times Copart’s 30-day average market capitalization. |

  73. Use of a Peer Group

    The peer group consisted of the following companies (which, as of February 15, 2022, had (i) a median four-quarters trailing revenue of $2.67 billion (as compared to Copart’s $2.91 billion), and (ii) a median 30-day average market capitalization of $28.2 billion (as compared to Copart’s $31.1 billion)): Align Technology, Inc. ANSYS, Inc. Carvana Co. Cognex Corporation CoStar Group, Inc. Etsy, Inc. Fair Isaac Corporation Fortinet, Inc. IAA, Inc. Illumina, Inc. Intuitive Surgical, Inc. Match Group, Inc. OPENLANE, Inc. RB Global, Inc. ServiceNow, Inc. Splunk Inc. Synopsys, Inc. Tyler Technologies, Inc. Workday, Inc. Zillow Group, Inc. As noted above, Compensia provided data on the compensation provided by this peer group, which was subsequently used to help our Compensation Committee determine the executive compensation for Mr. Liaw and Ms. Stearns in fiscal 2023.

  74. Use of a Peer Group

    | COPART, INC. | 47 | 2023 PROXY STATEMENT |

  75. Fiscal 2023 Executive Compensation Program Components

    Fiscal 2023 Executive Compensation Program Components Since April 2009, we have compensated Mr. Adair under an all-equity compensation program that seeks to align the interests of Mr. Adair with the long-term interests of our stockholders, with the most recent stock option grant occurring in June 2020. Other than participating in our employee benefit plans and in certain perquisite programs approved by the Compensation Committee and a $1.00 per year salary, Mr. Adair has refused all other forms of compensation since June 2020. Our co-CEO Mr. Liaw and the other NEOs receive a mix of short-term and long-term compensation consisting of base salary, annual cash incentive bonus, equity awards and other compensation, including employee benefits plans and certain perquisites. The sections below discuss our fiscal 2023 compensation decisions for our NEOs, other than Mr. Adair. Base Salary We provide base salaries to our NEOs (other than Mr. Adair) to compensate them for services rendered during the fiscal year and for retention purposes. Each NEO’s initial base salary is determined through arm’s-length negotiation. Our Compensation Committee subsequently reviews and evaluates adjustments to our NEOs’ base salaries annually based on the considerations described in the “Compensation-Setting Process” section above. For fiscal 2023, our Compensation Committee made no change to the base salary of Mr. North, who resigned in September 2022. Mr. Renfrew’s fiscal 2023 base salary was based on his service as vice president of global accounting, and he received no additional compensation for his service as interim principal financial officer. The following table shows the annual base salaries of our NEOs (other than Mr. Adair) for fiscal 2023 as compared to fiscal 2022.

  76. Fiscal 2023 Executive Compensation Program Components

    Annual Performance-Based Cash Bonus Incentive Program We provide our NEOs (other than Mr. Adair) with annual cash incentives under our executive bonus plan, which links cash incentive awards to achieving pre-established performance goals. For fiscal year 2023, the Compensation Committee set the performance metrics used to determine cash incentive awards to a combination of operating income and individual performance goals. The Compensation Committee believes that using these performance metrics aligns the NEOs’ bonus opportunities with the priorities of the Company and ultimately long-term value creation for our stockholders. Financial performance targets are approved by the Compensation Committee in our first fiscal quarter and include payouts for threshold, target and maximum performance. For fiscal year 2023, the Compensation Committee set the following operating income performance thresholds and payout amounts:

  77. Fiscal 2023 Executive Compensation Program Components

    | PERFORMANCE METRIC | THRESHOLD PERFORMANCE | THRESHOLD PAYOUT | TARGET PERFORMANCE | TARGET PAYOUT | MAXIMUM PERFORMANCE | MAXIMUM PAYOUT | | Operating Income | $1.0 billion | 93% | $1.5 billion | 100% | $2.0 billion | 107% |

  78. Fiscal 2023 Executive Compensation Program Components

    No payout would occur if our fiscal 2023 operating income was less than $1 billion. Each $75 million of operating income above or below the $1.5 billion target amount would increase or decrease the payout by 1%. In October 2022, the Compensation Committee approved fiscal 2023 target bonuses of $1.1 million for Mr. Liaw. Mr. North resigned in September 2022 prior to the Compensation Committee approving target bonuses. In November 2022, the Compensation Committee approved a fiscal 2023 target bonus of $450,000 for Ms. Stearns (before being pro-rated for the portion of fiscal 2023 that she served as senior vice president and chief financial officer), which was determined through arm’s-length negotiation. Mr. Renfrew did not receive a bonus opportunity under the executive bonus plan for his service as interim principal financial officer. Instead, he was eligible for a discretionary cash bonus based on his performance as vice president for global accounting, as discussed further below. For Mr. Liaw and Ms. Stearns, their fiscal 2023 annual bonuses were measured 60% based on achievement of the operating income performance metric and 40% based on achievement of their respective personal performance goals. Mr. Liaw’s personal performance goals both related to the expansion of unit volume growth. The first personal performance goal involved the development of new internal capabilities to yield increased unit volumes, and the second involved unit volume growth in particular areas. Our Compensation Committee considered concrete evidence of his personal performance goal attainment in determining that Mr. Liaw attained 100% of his personal performance goals. Ms. Stearns also had two personal performance goals. The first goal related to the development of additional analytics capabilities within the Company’s finance department, and the second goal related to the improvement of capital allocation. Our Compensation Committee reviewed detailed evidence of goal attainment in its determination that Ms. Stearns attained 100% of her personal performance goals. In fiscal 2023, we achieved operating income of $1.5 billion, which resulted in a 100% payout under the operating income metric. Based on our financial performance and their levels of attainment of their qualitative goals, Mr. Liaw and Ms. Stearns received the bonus payment under our executive bonus plan for fiscal 2023 as follows:

  79. Fiscal 2023 Executive Compensation Program Components

    | | 2023 Cash Bonus | | | Executive Officer | Target | Actual | | Jeffrey Liaw | $1,100,000 | $1,100,000 | | Leah C. Stearns | $450,000 | $300,000* |

  80. Fiscal 2023 Executive Compensation Program Components

    In fiscal 2023, Mr. Renfrew received a discretionary bonus in the amount of $100,000 based on his individual performance as our vice president for global accounting. Equity Compensation We provide equity awards to our NEOs to align their interests with those of our stockholders and to incentivize and reward the creation of long-term stockholder value. In connection with Ms. Stearns’s appointment as our senior vice president and chief financial officer, our Compensation Committee approved the grant of the following equity incentive awards: (i) an award of 120,000 restricted stock units, (ii) a time-based option to purchase 60,000 shares of our common stock at an exercise price per share of $32.85, and (iii) a performance-based option to purchase 300,000 shares of our common stock at an exercise price per share of $32.85.

  81. Fiscal 2023 Executive Compensation Program Components

    The restricted stock units are subject to vesting as follows: 20% of the restricted stock units will vest on the first anniversary of the date of grant, and 1/20th of the restricted stock units will vest each quarter thereafter, such that the restricted stock units will be fully vested on the fifth anniversary of the date of grant. The time-based stock option is subject to vesting as follows: 20% of the shares subject to the option will vest on the first anniversary of the date of grant, and the balance of the shares subject to the option will vest ratably over the 48 months thereafter, such that the option will be fully vested on the fifth anniversary of the date of grant. The performance-based stock option is subject to regular time-based vesting and a separate premium price hurdle condition. The time-based vesting will occur as follows: 20% of the shares subject to the option will vest on the first anniversary of the date of grant and the balance will vest ratably over the 48 months thereafter, such that the time-based vesting condition will be fully satisfied on the fifth anniversary of the date of grant. Under the premium price hurdle condition, no portion of the performance-based option may be exercised unless Copart’s stock price in trading on the Nasdaq Global Select Market is equal to or greater than a designated price hurdle, both (i) at the moment of any exercise, and (ii) as of the close of trading for each of the 20 consecutive trading days preceding the date of any exercise. The price hurdle (which is an amount equal to 125% of the per share exercise price of the stock option) is $41.06. Mr. Renfrew received an award of 4,170 restricted stock units as part of his compensation as our vice president of global accounting. The restricted stock units are subject to vesting as follows: 25% of the restricted stock units will vest on the first anniversary of the date of grant, and the remaining restricted stock units will vest at a rate of 1/6 bi-annually thereafter, such that the restricted stock units will be fully vested on the fourth anniversary of the date of grant. Messrs. Liaw and North did not receive any equity incentive awards in fiscal 2023, and Mr. Liaw will not be eligible to receive any equity incentive awards until April 1, 2026, which is the fourth anniversary of his appointment as co-chief executive officer. Benefits and Perquisites We provide the following benefits to our NEOs, generally on the same basis provided to our other employees: health, dental, and vision insurance, medical and dependent care flexible spending account, short- and long-term disability insurance, accidental death and dismemberment insurance, and a 401(k) plan. We match employee contributions to the 401(k) plan at a rate of 20% of each dollar contributed, up to 15% of annual pay, with a maximum contribution of $4,500 for fiscal 2023. During fiscal 2023, we provided Mr. Adair with company-owned automobiles that may be used for personal purposes. During fiscal 2023, we also provided monthly automobile expense allowances to Messrs. Liaw and North (prior to his resignation) and Ms. Stearns. The Compensation Committee determined that Mr. Adair will be required to use corporate aircraft for all travel for corporate security reasons, including personal use. We determined the value of personal use of corporate-owned or leased aircraft based on the aggregate incremental cost to us for such use. Variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses, and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours the company aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilots’ salaries, the purchase costs of company-owned aircraft, insurance, scheduled maintenance, and non-trip related hangar expenses. Other Compensation As part of his separation arrangements with us, following his departure Mr. North received a negotiated retention payment of $352,000.

  82. Fiscal 2023 Executive Compensation Program Components

    Post-Employment Obligations Each of our executives is an “at will” employee. We are a party to written employment agreements with Mr. Liaw and Ms. Stearns, each of which provides, under certain circumstances, for certain payments upon involuntary termination of employment or resignation for “good reason” (as defined in the agreement). Our Compensation Committee believes the terms of the agreements are fair and reasonable and are in our best interests and in the best interests of our stockholders, because they reduce the potential distraction caused by the possibility of an involuntary termination or a change in control and thereby allow our NEOs to maintain continued focus and dedication to their responsibilities. For a description of the material terms of the agreements, please see “Employment Contracts and Severance Arrangements with Named Executive Officers” in the section entitled “Potential Post-Employment Payments Upon Termination or Change in Control” included in this proxy statement.

  83. Compensation Policies

    Compensation Policies Equity Grant Practices Our Compensation Committee and Board have adopted a policy with respect to the grant of stock options and other equity incentive awards that generally prohibits the grant of stock options or other equity awards to executive officers during closed quarterly trading windows (as determined in accordance with our insider trading policy). In addition, the equity grant policy requires that all equity awards made to executive officers be approved at meetings of our Compensation Committee rather than by written consent of the committee. No Hedging or Pledging Our insider trading policy precludes our officers, directors, employees, consultants, agents and contractors from engaging in short sales that involve our securities. The policy also precludes these individuals from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than compensatory awards that we issue to such individuals). This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. In addition, the policy prohibits covered individuals from pledging our securities as collateral for any loan (or as part of any other pledging transaction) or holding our common stock in margin accounts. Executive Officer Equity Ownership Policy We have adopted an executive officer equity ownership policy, which is designed to encourage our executive officers to build and maintain a meaningful equity ownership position in our stock, in order to better align the interests of our executive officers with the interests of our stockholders. The executive officer equity ownership policy prohibits each of our executive officers from selling any shares of our stock that the executive officer directly or beneficially own unless, both before and after the proposed sale, the executive officer holds equity interests — including vested equity awards — with a fair market value as of the proposed transaction date greater than or equal to three times the cash portion of the executive officer’s then-current annual salary. Executive Officer Claw-Back Policy In September 2023, our Board adopted an executive officer compensation recovery, or “claw-back” policy to comply with the requirements of the Dodd-Frank Act, as implemented by Nasdaq rules and the Securities and Exchange Commission’s rules and regulations. The policy allows us to recover certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”). The policy covers cash or equity-based compensation that is granted, earned, or vested based wholly or in part upon the attainment of a company financial reporting measure (including stock price or total

  84. Other Considerations

    Other Considerations Section 409A of the Internal Revenue Code Section 409A imposes additional significant taxes in the event an executive officer, director, or other service provider for the company receives “deferred compensation” that does not satisfy the requirements of section 409A. Although we do not maintain a traditional deferred compensation plan, section 409A may apply to certain severance arrangements and equity awards. Consequently, to assist the affected employee in avoiding additional tax and penalties under section 409A, we developed the severance arrangements described above in “Post-Employment Obligations” to either avoid the application of section 409A or, to the extent doing so is not possible, comply with the applicable section 409A requirements.

  85. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of A. Jayson Adair and Jeffrey Liaw, our co-chief executive officers. We believe our compensation practices and level of compensation are appropriate and competitive with opportunities in our industry, in each of the geographic markets in which we operate, and at all levels of the organization. For fiscal year 2023, our last completed fiscal year:

  86. Pay Ratio

    | • | the median of the annual total compensation of all employees of our company (other than our co-chief executive officers), was $45,224; and |

  87. Pay Ratio

    | • | the annual total compensation of A. Jayson Adair, our co-chief executive officer, as reported in our 2023 Summary Compensation Table, was $384,576; and |

  88. Pay Ratio

    | • | the annual total compensation of Jeffrey Liaw, our co-chief executive officer, as reported in our 2023 Summary Compensation Table, was $2,009,000. |

  89. Pay Ratio

    Based on this information, for fiscal year 2023, the ratio of the annual total compensation of Mr. Adair, our co-CEO, to the median of the annual total compensation of employees was 8.5 to 1; and the ratio of the annual total compensation of Mr. Liaw, our co-CEO, to the median annual total compensation of employees was 44.42 to 1. These pay ratios are reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

  90. Pay Ratio

    | • | We selected June 30, 2023 as the date upon which we would identify the median employee. |

  91. Pay Ratio

    | • | As of June 30, 2023, our employee population consisted of approximately 10,200 individuals, including employees in Bahrain, Brazil, Canada, Finland, Germany, India, Oman, the Republic of Ireland, Spain, the United Arab Emirates, the United Kingdom, and the United States. All of these employees were included in the determination of the median employee. |

  92. Pay Ratio

    | • | To identify the “median employee” from our employee population, we used actual pay earnings from July 1, 2022 through June 30, 2023 (the “compensation measure”). |

  93. Pay Ratio

    | • | The compensation measure included base salary (including any paid overtime) and bonus payments. |

  94. Pay Ratio

    | • | We annualized the base salary of all permanent employees who did not work for us or our subsidiaries for the entire twelve-month period ending June 30, 2023. |

  95. Pay Ratio

    | • | Amounts paid in foreign currency were converted into United States dollars using average exchange rates in effect during the twelve-month period ending June 30, 2023. |

  96. Pay Ratio

    | • | With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $45,224. |

  97. Pay Ratio

    | • | With respect to the annual total compensation for our co-CEOs, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table. |

  98. Pay Ratio

    | • | During fiscal 2023, Mr. Adair served as our chief executive officer and co-chief executive officer, and as described in the Section above titled “All Equity Compensation Program for Mr. Adair,” he received $1 in salary and certain perquisites described in more detail in the “Compensation Discussion and Analysis” section and “Fiscal Year 2023 Summary Compensation Table” section in this proxy statement, and although Mr. Adair became eligible to receive a new compensation arrangement in June of 2022, Mr. Adair has declined to accept any new compensation other than his annual salary of $1.00. |

  99. Pay Ratio

    | COPART, INC. | 54 | 2023 PROXY STATEMENT |

  100. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | A. Jayson Adair Co-Chief Executive Officer | 2023 | 1 | — | — | — | — | 384,575(4) | 384,576 | | | 2022 | 1 | — | — | — | — | 265,133 | 265,134 | | | 2021 | 1 | — | — | — | — | 490,646 | 490,647 | | Jeffrey Liaw Co-Chief Executive Officer | 2023 | 900,000 | — | — | — | 1,100,000 | 9,000(5) | 2,009,000 | | | 2022 | 788,459 | — | 6,284,000 | 23,078,547 | 873,600 | 9,000 | 30,997,606 | | | 2021 | 686,527 | 750,000 | — | 5,540,832 | — | 9,000 | 6,986,359 | | Leah C. Stearns(6) Senior Vice President and Chief Financial Officer | 2023 | 349,039 | — | 3,942,000 | 5,110,638 | 300,000 | 5,250(7) | 9,706,927 | | John North(8) Former Senior Vice President and Chief Financial Officer | 2023 | 40,623 | — | — | — | — | 352,750(9) | 393,373 | | | 2022 | 350,978 | — | — | — | — | 9,000 | 359,978 | | | 2021 | 278,653 | 300,000 | — | 7,947,630 | — | 6,750 | 8,533,033 | | Gavin Renfrew(10) Former Interim Principal Financial Officer, Vice President and Chief Accounting Officer | 2023 | 245,980 | 100,000 | 125,058 | — | — | — | 471,038 |

  101. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table presents information concerning grants of plan-based awards to each of the named executive officers during the fiscal year ended July 31, 2023.

  102. Grants of Plan-Based Awards in Fiscal Year 2023

    | | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | A. Jayson Adair | — | — | — | — | — | | Jeffrey Liaw | — | — | — | — | — | | Leah C. Stearns | 12/5/2022(2) | — | 60,000 | 32.85 | 736,638 | | | 12/5/2022(3) | — | 300,000 | 32.85 | 4,374,000 | | | 12/5/2022(4) | 120,000 | — | — | 3,942,000 | | John North | — | — | — | — | — | | Gavin Renfrew | 12/22/2022(5) | 4,170 | — | — | 125,058 |

  103. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) Amounts shown represent the grant date fair values of awards of stock options or restricted stock units, as applicable, granted in fiscal year 2023, which were computed in accordance with ASC Topic 718. There can be no assurances that the amounts disclosed will ever be realized. Assumptions used in the calculation of these amounts are included in Note 12, “Stockholders’ Equity”, to our consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended July 31, 2023. |

  104. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) Represents an initial on-boarding award of stock options. Ms. Stearns’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Ms. Stearns’s continued service to us on each such vesting date. |

  105. Grants of Plan-Based Awards in Fiscal Year 2023

    | (3) Represents an initial on-boarding award of performance stock options. Ms. Stearns’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Ms. Stearns’s continued service to us on each such vesting date. In addition to time-based vesting, Ms. Stearns’s option award also contains a separate performance-based condition, such that none of these options will be exercisable unless the price in trading of our common stock on Nasdaq is greater than or equal to $41.06 per share (which is an amount equivalent to 125% of the exercise price of the options), both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive days in trading prior to the date of exercise. |

  106. Grants of Plan-Based Awards in Fiscal Year 2023

    | (4) Represents an initial on-boarding award of restricted stock units. Ms. Stearns’s restricted stock units award vests 20% on the first anniversary of the grant date, and the balance vests each three-month quarter thereafter (on the same day of the last month in the quarter as the vesting commencement date) at a rate of 1/16 per quarter over the 16 quarters succeeding such one-year anniversary. |

  107. Grants of Plan-Based Awards in Fiscal Year 2023

    | (5) Represents an award of restricted stock units. Mr. Renfrew’s restricted stock units award vests 25% on the one-year anniversary of the grant date, and the balance vests bi-annually thereafter (on the same day of the last month of the award date) over the three years succeeding such one-year anniversary, subject to Mr. Renfrew’s continued service to us on each such vesting date. |

  108. Grants of Plan-Based Awards in Fiscal Year 2023

    | COPART, INC. | 56 | 2023 PROXY STATEMENT |

  109. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table presents certain information concerning stock option awards held by the NEOs at July 31, 2023. This table includes unexercised and unvested stock option awards. Each stock option grant is shown separately for each NEO.

  110. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | | Named Executive Officer | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | A. Jayson Adair | 6/12/2020 | 2,466,666 | 1,533,334(1) | 21.26 | 6/12/2030 | | Jeffrey Liaw | 10/10/2016 | 26,664(2) | — | 6.78 | 10/10/2026 | | | 10/4/2017 | 400,000(2) | — | 8.70 | 10/4/2027 | | | 3/7/2019 | 520,000 | 80,000(3) | 14.57 | 3/7/2029 | | | 3/9/2021 | 298,664 | 341,336(4) | 26.58 | 3/9/2031 | | | 4/1/2022 | 500,000 | 1,500,000(5) | 31.42 | 4/1/2032 | | Leah C. Stearns | 12/5/2022 | — | 60,000(6) | 32.85 | 12/5/2032 | | | 12/5/2022 | — | 300,000(7) | 32.85 | 12/5/2032 | | John North | — | — | — | — | — | | Gavin Renfrew | 2/22/2021 | 36,264 | 103,336(8) | 28.13 | 2/22/2031 |

  111. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Mr. Adair’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Mr. Adair’s continued service to us on each such vesting date. Mr. Adair’s option award also contains a separate performance-based condition, such that no options will be exercisable unless and until the closing price of our common stock on Nasdaq is greater than or equal to $26.58 per share (which is an amount equivalent to 125% of the exercise price of the options) both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive trading days prior to the date of exercise. |

  112. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) This option award is fully vested. |

  113. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Mr. Liaw’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Mr. Liaw’s continued service to us on each such vesting date. |

  114. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) Mr. Liaw’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Mr. Liaw’s continued service to us on each such vesting date. Mr. Liaw’s option award also contains a separate performance-based condition, such that none of these options will be exercisable unless the closing price of our common stock on Nasdaq is greater than or equal to $33.22 per share (which is an amount equivalent to 125% of the exercise price of the options) both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive trading days prior to the date of exercise. |

  115. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) Mr. Liaw’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Mr. Liaw’s continued service to us on each such vesting date. Mr. Liaw’s option award also contains a separate performance-based condition, such that none of these options will be exercisable unless the closing price of our common stock on Nasdaq is greater than or equal to $39.28 per share (which is an amount equivalent to 125% of the exercise price of the options) both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive trading days prior to the date of exercise. |

  116. Outstanding Equity Awards at 2023 Fiscal Year End

    | (6) Ms. Stearns’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Ms. Stearns’s continued service to us on each such vesting date. |

  117. Outstanding Equity Awards at 2023 Fiscal Year End

    | (7) Ms. Stearns’s option award vests 20% on the one-year anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Ms. Stearns’s continued service to us on each such vesting date. Ms. Stearns’s option award also contains a separate performance-based condition, such that none of these options will be exercisable unless the closing price of our common stock on Nasdaq is greater than or equal to $41.06 per share (which is an amount equivalent to 125% of the exercise price of the options) both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive trading days trading prior to the date of exercise. |

  118. Outstanding Equity Awards at 2023 Fiscal Year End

    | (8) Mr. Renfrew’s option award vests 20% on the one-year Anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year Anniversary, subject to Mr. Renfrew’s continued service to us on each such vesting date. |

  119. Outstanding Equity Awards at 2023 Fiscal Year End

    | COPART, INC. | 57 | 2023 PROXY STATEMENT |

  120. Outstanding Equity Awards at 2023 Fiscal Year End

    The following table presents certain information concerning restricted stock unit awards held by the NEOs at July 31, 2023. This table includes vested and unvested restricted stock unit awards.

  121. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | Named Executive Officer | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | A. Jayson Adair | — | — | — | | Jeffrey Liaw | 01/04/2022 | 156,144(2) | 6,900,003 | | Leah C. Stearns | 12/05/2022 | 120,000(3) | 5,302,800 | | John North | — | — | — | | Gavin Renfrew | 9/10/2021 | 864(4) | 38,180 | | | 12/22/2022 | 4,170(5) | 184,272 |

  122. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Based on the $44.19 closing price of a share of our common stock on Nasdaq on July 31, 2023. |

  123. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) Represents an award of restricted stock units. Mr. Liaw’s restricted stock units award vested 20% on the first anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Mr. Liaw’s continued service to us on each such vesting date. Mr. Liaw’s award of restricted stock units are also subject to a separate lock-up provision, such that none of the net shares of common stock received as a result of the vesting of the restricted stock units award may be sold, transferred, or assigned by Mr. Liaw until April 1, 2032, which is a period of 10 years from the original date of grant. |

  124. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Represents an award of restricted stock units. Ms. Stearns’s restricted stock units award vests 20% on the first anniversary of the grant date, and the balance vests each three-month quarter thereafter (on the same day of the last month in the quarter as the vesting commencement date) at a rate of 1/16 per quarter over the 16 quarters succeeding such one-year anniversary, subject to Ms. Stearns’s continued service to us on each such vesting date. |

  125. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) Represents award of restricted stock units. Mr. Renfrew’s restricted stock units award vests 25% on the first anniversary of the date of grant, and the remaining restricted stock units will vest at a rate of 1/6 bi-annually thereafter, such that the restricted stock units will be fully vested on the fourth anniversary of the date of grant, subject to Mr. Renfrew’s continued service to us on each such vesting date. |

  126. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) Represents award of restricted stock units. Mr. Renfrew’s restricted stock units award vests 25% on the first anniversary of the date of grant, and the remaining restricted stock units will vest at a rate of 1/6 bi-annually thereafter, such that the restricted stock units will be fully vested on the fourth anniversary of the date of grant, subject to Mr. Renfrew’s continued service to us on each such vesting date. |

  127. Option Exercises in Fiscal Year 2023

    Option Exercises in Fiscal Year 2023 The following table provides certain information concerning stock option exercises by each of the NEOs during the fiscal year ended July 31, 2023, including the number of shares acquired upon exercise and the value realized, before payment of any applicable withholding tax and broker’s commissions.

  128. Option Exercises in Fiscal Year 2023

    | | Option Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | A. Jayson Adair | — | — | | Jeffrey Liaw | — | — | | Leah C. Stearns | — | — | | John North | — | — | | Gavin Renfrew | 60,000 | 498,264 |

  129. Option Exercises in Fiscal Year 2023

    | (1) Represents the closing price on Nasaq of underlying securities on the date of exercise, less the exercise price. |

  130. Option Exercises in Fiscal Year 2023

    | COPART, INC. | 58 | 2023 PROXY STATEMENT |

  131. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation We did not maintain any defined pension or defined contribution plans, other than our tax-qualified 401(k) plan, during our fiscal year ended July 31, 2023. No named executive officers participated in a non-qualified deferred compensation plan during the fiscal year ended July 31, 2023.

  132. Potential Post-Employment Payments upon Termination or Change in Control

    Potential Post-Employment Payments upon Termination or Change in Control Employment Contracts and Severance Arrangements with Named Executive Officers We are a party to a written employment agreements with Jeffrey Liaw, our co-chief executive officer, Leah C. Stearns, our senior vice president and chief financial officer, and prior to his resignation, a written employment agreement with John North, our former senior vice president and chief financial officer. These employment agreements set forth the base salary, bonus opportunity, benefits, and the responsibilities of the position, as applicable, in effect at the time of execution of the agreement. In addition, the executive employment agreements require (or required) us to provide compensation to the executive in the event of termination of employment under certain circumstances. Mr. Liaw’s employment agreement provides that in the event his employment is involuntarily terminated other than for disability or “cause” or he resigns from his employment for “good reason” (as defined in the employment agreement), and conditioned on his executing a severance agreement and release of claims, he will be entitled to a lump sum payment equal to fifty percent (50%) of his then-current annual base salary, less applicable tax withholding. His employment agreement also provides that in the event his employment is terminated for any reason other than as previously described, including by reason of death or disability or “cause,” then he shall be entitled to receive severance benefits as provided under our then-existing severance and benefit plans and policies at the time of termination. Ms. Stearns’s employment agreement provides that in the event her employment is involuntarily terminated other than for disability or “cause” or she resigned from her employment for “good reason” (as defined in the employment agreement), and conditioned on her executing a severance agreement and release of claims, she would be entitled to a lump sum payment equal to fifty percent (50%) of her then-current annual base salary, less applicable tax withholding. Her employment agreement also provided that in the event his employment was terminated for any reason other than as previously described, including by reason of death or disability or “cause,” then she would be entitled to receive severance benefits as provided under our then-existing severance and benefit plans and policies at the time of termination. In fiscal 2023, we did not have any such severance and benefit plans and policies that applied to our named executive officers, except for Mr. North, who received a negotiated retention payment of $352,000, which was paid following his departure as part of his separation arrangements with us. In the executive employment agreements, “cause” means any of the following: (i) willful or grossly negligent failure to substantially perform his duties; (ii) commission of gross misconduct which is injurious to us; (iii) breach of a material provision of the employment agreement or agreements incorporated therein; (iv) material violation of a federal or state law or regulation applicable to our business; (v) misappropriation or embezzlement of our funds or an act of fraud or dishonesty upon us made by the executive; (vi) conviction of, or plea of nolo contendere to, a felony; or (vii) continued failure to comply with directives of senior management. In the executive employment agreements, “good reason” means the executive’s resignation, if one or more of the following events shall have occurred without his consent (and following any applicable cure period): without the executive’s prior written consent, (i) the assignment to the executive of any duties or the reduction of the executive’s duties, either of which results in a material diminution in the executive’s position or responsibilities in effect immediately prior to such assignment, or the removal of the executive from such position and responsibilities; (ii) a material reduction by us in his base salary as in effect immediately prior to such reduction; or (iii) any material breach by us of any material provision of the employment agreement.

  133. Potential Post-Employment Payments upon Termination or Change in Control

    | COPART, INC. | 59 | 2023 PROXY STATEMENT |

  134. Potential Post-Employment Payments upon Termination or Change in Control

    Change in Control Provisions Our Amended and Restated 2007 Equity Incentive Plan does not provide for the acceleration of outstanding options or other equity incentive awards in the event of a change in control (as defined in the plans), except in the limited circumstance where the successor corporation does not assume our outstanding options. When a successor corporation does not assume our options in the event of an acquisition or merger, the optionee will have the right to exercise the option or stock purchase right as to all the shares underlying the applicable options, including shares not otherwise vested or exercisable. The right to exercise the option or stock purchase right applies to all of our employees, including our named executive officers. Potential Payments upon Termination or Change in Control Mr. Liaw and Ms. Stearns are our only named executive officers who had an employment agreement as of July 31, 2023. On the assumption that an involuntary termination of employment (including resignation for “good reason”) of Mr. Liaw took place on July 31, 2023, whether before or after a change in control, Mr. Liaw would have been entitled to receive a lump-sum severance payment totaling $450,000, the equivalent of fifty percent (50%) of his then-current base salary, less applicable tax withholding. On the assumption that an involuntary termination of employment (including resignation for “good reason”) of Ms. Stearns took place on July 31, 2023, whether before or after a change in control, Ms. Stearns would have been entitled to receive a lump-sum severance payment totaling $275,000, the equivalent of fifty percent (50%) of her then-current base salary, less applicable tax withholding.

  135. Pay Versus Performance

    Pay Versus Performance In this section, as required by Section 953(b) of the Dodd- Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about “compensation actually paid” and the financial performance of the Company. The following table shows, for the past three fiscal years, the total compensation as reported in the Summary Compensation Table for our co-chief executive officers and the average for our other NEOs, the compensation actually paid to our co-CEOs and, on an average basis, our other NEOs, our Total Shareholder Return (“TSR”), our Peer Group TSR, our Net Income, and our company-selected measure for fiscal year 2023, Operating Income. To determine compensation actually paid, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table, as the SEC’s rule for calculating compensation actually paid emphasize the changes in fair value of equity awards under applicable financial accounting standards (as further detailed in footnotes below.

  136. Pay Versus Performance

    | Year | Summary Compensation Table Total for Co-PEO Adair (1) | Summary Compensation Table Total for Co-PEO Liaw (2) | Comp Actually Paid to Co-PEO Adair (3) | | Comp Actually Paid to Co-PEO Liaw (3) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Comp Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income $M | Standalone Copart Operating Income $M 4 | | | | | | | | | | Copart TSR $ (13) | NASDAQ Industrial Index $ (13) | | | | 2023 | $384,576 | $2,009,000 | $18,077,203 | (5) | $26,392,599(8) | $3,526,831 | $2,073,099(10) | 189.58 | 106.91 | $1,237,741 | $1,486,569 | | 2022 | $265,134 | $30,997,606 | $(9,502,692 | ) (6) | $28,889,641(9) | $359,978 | $(2,285,817)(11) | 137.37 | 102.33 | $1,090,130 | $1,374,997 | | 2021 | $490,647 | $N/A | $39,256,073 | (7) | $N/A | $7,759,696 | $18,469,181(12) | 157.64 | 125.18 | $936,495 | $1,136,426 |

  137. Pay Versus Performance

    | (1) Mr. Adair, in his capacity as co-chief executive officer, is the company’s co-principal executive officer for the years 2022 and 2023, and the company’s principal executive officer for 2021. |

  138. Pay Versus Performance

    | (2) Mr. Liaw, in his capacity as co-chief executive officer, is the company’s co-principal executive officer for the years 2022 and 2023. |

  139. Pay Versus Performance

    | (3) Reflects the value of the equity calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown. We estimate the fair values for stock options using the Black-Scholes -Merton option pricing model, for strictly time-based options, and the Hull-White binomial lattice and a Monte Carlo simulation for performance-based stock options. The assumptions used for purposes of calculating fair values of options as of the vest date or fiscal year-end date are the same as the assumptions used for purposes of calculating the grant date fair value of options, except that we determine expected lives of options based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest date or fiscal year-end date, and the risk-free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life, as of the vest date or fiscal year-end date. |

  140. Pay Versus Performance

    | (4) The remaining non-PEO named executive officers are (i) for fiscal 2021, Jeffrey Liaw and John North, (ii) for fiscal 2022, John North, and (iii) for fiscal 2023, Leah C. Stearns, Gavin Renfrew, and John North. Compensation for our non-PEO named executive officers reflects the amounts in the summary compensation table for the respective years. |

  141. Pay Versus Performance

    | (5) Adjustments to total compensation for Mr. Adair for fiscal 2023 as reported in the summary compensation table consist of: (a) $ 0 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 17,692,627 increase based on the fair value of equity awards granted in fiscal 2023 that remained outstanding and unvested as of July 31, 2023; (c) $ 15,613,746 increase deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2023, determined based on the change in fair value of such awards from July 31, 2023, to July 31, 2023; and (d) $ 2,078,881 increase for awards granted in prior fiscal years that vested in fiscal 2023, determined based on the change in fair value of such awards from July 31, 2022, to the vest date. |

  142. Pay Versus Performance

    | (6) Adjustments to total compensation for Mr. Adair for fiscal 2022 as reported in the summary compensation table consist of: (a) $ 0 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 9,767,826 decrease based on the fair value of equity awards granted in fiscal 2022 that remained outstanding and unvested as of July 31, 2022; (c) $ 7,367,408 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2022, determined based on the change in fair value of such awards from July 31, 2021, to July 31, 2022; and (d) $ 2,400,418 deduction for awards granted in prior fiscal years that vested in fiscal 2022, determined based on the change in fair value of such awards from July 31, 2021, to the vest date. |

  143. Pay Versus Performance

    | (7) Adjustments to total compensation for Mr. Adair for fiscal 2021 as reported in the summary compensation table consist of: (a) $ 0 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 38,765,426 increase based on the fair value of equity awards granted in fiscal 2021 that remained outstanding and unvested as of July 31, 2021; (c) $ 33,201,072 increase for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2021, determined based on the change in fair value of such awards from |

  144. Pay Versus Performance

    | COPART, INC. | 61 | 2023 PROXY STATEMENT |

  145. Pay Versus Performance

    | July 31, 2020, to July 31, 2021; and (d) $ 5,564,354 increase for awards granted in prior fiscal years that vested in fiscal 2021, determined based on the change in fair value of such awards from July 31, 2020, to the vest date. |

  146. Pay Versus Performance

    | (8) Adjustments to total compensation for Mr. Liaw for fiscal 2023 as reported in the summary compensation table consist of: (a) $ 0 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 24,383,599 increase based on the fair value of equity awards granted in fiscal 2023 that remained outstandin g and unvested as of July 31, 2023; (c) $ 20,842,523 increase for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2023, determined based on the change in fair value of such awards from July 31, 2022, to July 31, 2023; (d) $ 3,541,076 increase for awards granted in prior fiscal years that vested in fiscal 2023, determined based on the change in fair value of such awards from July 31, 2022, to the vest date. |

  147. Pay Versus Performance

    | (9) Adjustments to total compensation for Mr. Liaw for fiscal 2022 as reported in the summary compensation table consist of: (a) $ 29,362,547 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 27,254,582 increase based on the fair value of equity awards granted in fiscal 2022 that remained outstanding and unvested as of July 31, 2022; (c) $ 31,386,290 increase for year-end value of unvested prior year grant, and $ 2,388,565 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2022, determined based on the change in fair value of such awards from July 31, 2021, to July 31, 2022; (d) $ 1,743,143 deduction for awards granted in prior fiscal years that vested in fiscal 2022, determined based on the change in fair value of such awards from July 31, 2021, to the vest date. |

  148. Pay Versus Performance

    | (10) Adjustments to the non-PEO named executive officers’ average total compensation for fiscal 2023 as reported in the summary compensation table consist of: (a) $ 3,059,232 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 1,605,500 increase based on the fair value of equity awards granted in fiscal 2023 that remained outstanding and unvested as of July 31, 2023; (c) $ 4,468,612 increase for year-end value of unvested current year grant, and $ 2,904,515 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2023, determined based on the change in fair value of such awards from July 31, 2022, to July 31, 2023; (d) $ 41,403 increase for awards granted in prior fiscal years that vested in fiscal 2023, determined based on the change in fair value of such awards from July 31, 2022, to the vest date. |

  149. Pay Versus Performance

    | (11) Adjustments to the non-PEO named executive officers’ average total compensation for fiscal 2022 as reported in the summary compensation table consist of: (a) $ 0 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 2,645,795 deduction based on the fair value of equity awards granted in fiscal 2022 that remained outstanding and unvested as of July 31, 2022; (c) $ 1,930,916 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2022, determined based on the change in fair value of such awards from July 31, 2021, to July 31, 2022; (d) $ 714,879 deduction for awards granted in prior fiscal years that vested in fiscal 2022, determined based on the change in fair value of such awards from July 31, 2021, to the vest date. |

  150. Pay Versus Performance

    | (12) Adjustments to the non-PEO named executive officers’ average total compensation for fiscal 2021 as reported in the summary compensation table consist of: (a) $ 6,744,231 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $ 17,453,716 increase based on the fair value of equity awards granted in fiscal 2021 that remained outstanding and unvested as of July 31, 2021; (c) $ 13,246,759 increase for year-end value of unvested prior year grant, and $ 3,236,781 increase for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2021, determined based on the change in fair value of such awards from July 31, 2020, to July 31, 2021; (d) $ 970,176 increase for awards granted in prior fiscal years that vested in fiscal 2021, determined based on the change in fair value of such awards from July 31, 2021, to the vest date. |

  151. Pay Versus Performance

    | (13) Peer group “TSR” represents the cumulative TSR for the company and the Peer Group TSR represents the cumulative TSR of the Nasdaq Industrial index (which is the peer group we used for the stock performance graph required by item 201 € of Regulation S-K included in our annual report on Form 10-k for the fiscal year ended July 31, 2023,), as applicable, over the period beginning July 31, 2020, and ending as of the last day of fiscal 2021, fiscal 2022, or fiscal 2023, as applicable, as calculated in the manner prescribed by item 201(e) of Regulation S-K. |

  152. Pay Versus Performance

    Compensation Actually Paid compared to TSR, net income, and adjusted operating income. Compensation actually paid to our co-chief executive officer A. Jayson Adair (i) decreased in fiscal 2022 by $48,758,765, or 124%, from $39,256,073 in fiscal 2021 to $(9,502,692) in fiscal 2022, and (ii) increased in fiscal 2023 by $27,579,895, or 290%, from $(9,502,692) in fiscal 2022 to $18,077,203 in fiscal 2023. Compensation actually paid to our co-chief executive officer Jeffrey Liaw (i) decreased in fiscal 2023 by $2,497,042, or 9%, from $28,889,641 in fiscal 2022 to $26,392,599 in fiscal 2023. Average compensation actually paid to the remaining non-PEO named executive officers (i) decreased in fiscal 2022 by $20,754,999, or 112%, from $18,469,181 in fiscal 2021 to $(2,285,818) in fiscal 2022, and (ii) increased in fiscal 2023 by $4,358,917, or 191%, from $(2,285,818) in fiscal 2022 to $2,073,099 in fiscal 2023. Our cumulative TSR (i) decreased in fiscal 2022 by $20.27, or 13%, from $157.64 as of the end of fiscal 2021 to

  153. Pay Versus Performance

    | COPART, INC. | 62 | 2023 PROXY STATEMENT |

  154. Pay Versus Performance

    $137.37 as of the end of fiscal 2022, and (i) increased in fiscal 2023 by $52.21, or 38%, from $137.37 as of the end of fiscal 2022 to $189.58 as of the end of fiscal 2023. Our net income increased in fiscal 2022 by $153,635, or 16%, from $936,495 in fiscal 2021 to $1,090,130 in fiscal 2023, and (i) increased in fiscal 2023 by $147,611, or 14%, from $1,090,130 in fiscal 2022 to $1,237,741 in fiscal 2023. Our operating income increased in fiscal 2022 by $238,571, or 21%, from $1,136,426 in fiscal 2021 to $1,374,997 in fiscal 2023, and (i) increased in fiscal 2023 by $111,572, or 8%, from $1,374,997 in fiscal 2022 to $1,486,569 in fiscal 2023. Copart TSR compared to NASDAQ Industrial Index Our cumulative TSR of $189.58 for the three-year period ending July 31, 2023 was higher than our peer group TSR of $106.91 for the same period. As noted above, our cumulative TSR (i) decreased in fiscal 2022 by $20.27, or 13%, from $157.64 as of the end of fiscal 2021 to $137.37 as of the end of fiscal 2022, and (ii) increased in fiscal 2023 by $52.21, or 38%, from $137.37 as of the end of fiscal 2022 to $189.58 as of the end of fiscal 2023. Our peer group’s cumulative TSR (i) decreased in fiscal 2022 by $22.85, or 18%, from $125.18 as of the end of fiscal 2021 to $102.33 as of the end of fiscal 2022, and (ii) increased in fiscal 2023 by $4.58, or 4.5%, from 102.33 as of the end of fiscal 2022 to $106.91 as of the end of fiscal 2023. 2023 financial performance measures. The financial performance measures listed below represent an unranked list of the “most important” financial performance measures linking compensation actually paid to the named executive officers for fiscal 2023 and company performance. We do not consider any one of the following financial performance measures to be the most important measure for our company or executive compensation program. Operating Income Stock Price

  155. Pay Versus Performance

    | COPART, INC. | 63 | 2023 PROXY STATEMENT |