DEF 14A of Copart Inc
Filed Oct 22, 2026 · FY20260001193125-26-428904
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Position | Director Since | Independence | Audit Committee | Compensation Committee | Nominating, Governance, and Sustainability Committee | | Willis J. Johnson | 79 | Chairman of the Board | 1982 | | | | | | A. Jayson Adair | 57 | Executive Chairman and Chief Executive Officer | 1992 | | | | | | David J. Berger | 67 | Director | 2026 | ✔ | | | ✔ | | Matt Blunt | 55 | Director | 2009 | ✔ | ✔ | ✔ | | | Steven D. Cohan | 65 | Director | 2004 | ✔ | ✔ | ✔ | | | Daniel J. Englander | 57 | Director | 2006 | ✔ | | ✔ | ✔ | | Stephen Fisher | 62 | Director | 2019 | ✔ | ✔ | | | | Cherylyn Harley LeBon | 60 | Director | 2021 | ✔ | | ✔ | ✔ | | James E. Meeks | 77 | Director | 1996 | ✔ | | | | | Diane M. Morefield | 68 | Director | 2019 | ✔ | ✔ | | ✔ | | Carl D. Sparks | 59 | Director | 2021 | ✔ | ✔ | | ✔ | | Thomas N. Tryforos | 67 | Director | 2012 | ✔ | | ✔ | ✔ |
Executive Compensation Highlights(1)
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | A. Jayson Adair Executive Chairman and Chief Executive Officer | 2026 | 1 | — | — | — | — | 351,385 | 351,386 | | Jeffrey Liaw Former Chief Executive Officer | 2026 | 900,000 | — | — | — | 1,093,400 | 71,340 | 2,064,740 | | Leah C. Stearns Senior Vice President and Chief Financial Officer | 2026 | 601,000 | — | — | 2,890,718 | 475,000 | 13,719 | 3,980,437 |
Considerations in Identifying and Evaluating Director Nominees
Considerations in Identifying and Evaluating Director Nominees To the extent our Nominating, Governance, and Sustainability Committee believes it appropriate to identify and evaluate new director candidates, our Nominating, Governance, and Sustainability Committee generally requests our Board members and others to provide recommendations. The Nominating, Governance, and Sustainability Committee meets from time to time to evaluate biographical information and background material relating to potential candidates, and interviews potential director candidates.
Considerations in Identifying and Evaluating Director Nominees
| Our Nominating, Governance, and Sustainability Committee consists of: • Diane M. Morefield • David J. Berger • Daniel J. Englander • Cherylyn Harley LeBon • Carl D. Sparks • Thomas N. Tryforos | Our Nominating, Governance, and Sustainability Committee 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, Governance, and Sustainability Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources. |
Considerations in Identifying and Evaluating Director Nominees
| COPART, INC. | 14 | 2026 PROXY STATEMENT |
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, Governance, and Sustainability Committee will consider the following:
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; |
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 |
Considerations in Identifying and Evaluating Director Nominees
| • | Other factors that our Nominating, Governance, and Sustainability Committee may consider appropriate. |
Considerations in Identifying and Evaluating Director Nominees
Our Nominating, Governance, and Sustainability 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:
Considerations in Identifying and Evaluating Director Nominees
| • | The highest personal and professional ethics and integrity; |
Considerations in Identifying and Evaluating Director Nominees
| • | Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; |
Considerations in Identifying and Evaluating Director Nominees
| • | Skills that are complementary to those of the existing Board; |
Considerations in Identifying and Evaluating Director Nominees
| • | The ability to assist and support management and make significant contributions to the Company’s success; and |
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. |
Considerations in Identifying and Evaluating Director Nominees
The Nominating, Governance, and Sustainability 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, Governance, and Sustainability Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. If our Nominating, Governance, and Sustainability Committee determines that an additional or replacement director is required, the Nominating, Governance, and Sustainability 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, Governance, and Sustainability Committee, Board, or management.
Considerations in Identifying and Evaluating Director Nominees
| COPART, INC. | 15 | 2026 PROXY STATEMENT |
Outside Director Compensation Program
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 cash retainer of $57,500. 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, Governance, and Sustainability 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 annual stockholder meeting, 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. Each initial award and annual award will vest in full if the Company experiences a change in control, subject to the eligible director’s continued service as a director through such date. 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.
Outside Director Compensation Program
| COPART, INC. | 22 | 2026 PROXY STATEMENT |
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 this section, “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. In addition, Mr. Johnson receives the perquisites and benefits described in the table below.
Fiscal 2026 Director Compensation
Fiscal 2026 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, 2026. The table excludes A. Jayson Adair and Jeffrey Liaw, each of whom were named executive officers for the fiscal year ended July 31, 2026 and did not receive any additional compensation for services provided as a director. See the section below entitled “Executive Compensation” for information about the compensation of Messrs. Adair and Liaw. The table also excludes David Berger, who joined the Board in August 2026 and did not receive any compensation for services provided as a director in the fiscal year ended July 31, 2026.
Fiscal 2026 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Totals ($) | | Willis J. Johnson | 57,500 | 250,000 | 82,986(2) | 390,486 | | Matt Blunt | 77,500 | 250,000 | — | 327,500 | | Steven D. Cohan | 87,500 | 250,000 | — | 337,500 | | Daniel J. Englander | 87,500 | 250,000 | — | 337,500 | | Stephen Fisher | 67,500 | 250,000 | — | 317,500 | | Cherylyn Harley LeBon | 77,500 | 250,000 | — | 327,500 | | James E. Meeks | 57,500 | 250,000 | — | 307,500 | | Diane M. Morefield | 87,500 | 250,000 | — | 337,500 | | Carl D. Sparks | 77,500 | 250,000 | — | 327,500 | | Thomas N. Tryforos | 77,500 | 250,000 | — | 327,500 |
Fiscal 2026 Director Compensation
| (1) Amounts shown represent the aggregate grant date fair values of the annual award of stock options granted in fiscal 2026 on the date of our 2025 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, 2026. |
Fiscal 2026 Director Compensation
| (2) Includes $59,051 related to personal use of a company-owned aircraft, and $23,935 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. |
Fiscal 2026 Director Compensation
| COPART, INC. | 23 | 2026 PROXY STATEMENT |
Fiscal 2026 Director Compensation
As of July 31, 2026, the end of our 2026 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:
Fiscal 2026 Director Compensation
| Name | Aggregate Number of Shares Underlying Options | | Willis J. Johnson | 223,674 | | David J. Berger | — | | Matt Blunt | 123,674 | | Steven D. Cohan | 323,674 | | Daniel J. Englander | 803,674 | | Stephen Fisher | 63,674 | | Cherylyn Harley LeBon | 163,674 | | James E. Meeks | 483,674 | | Diane M. Morefield | 223,674 | | Carl D. Sparks | 163,674 | | Thomas N. Tryforos | 803,674 |
Willis J. Johnson
Willis J. Johnson
Willis J. Johnson
| Director Since: 1982 Age: 79 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 |
A. Jayson Adair
A. Jayson Adair
A. Jayson Adair
| Director Since: 1992 Age: 57 Founder | Mr. Adair has served as our executive chairman since April 2024, as our chief executive officer since July 2026, as our co-chief executive officer from April 2022 to April 2024, and our chief executive officer from February 2010 to April 2022. 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 |
David J. Berger
David J. Berger
David J. Berger
| Director Since: 2026 Age: 67 Committees: | Mr. Berger is a Senior Partner of Wilson Sonsini, a law firm, where he has practiced since 1989 and has served as a Partner for more than twenty years. His practice focuses on corporate governance, mergers and acquisitions, and shareholder activism. He has held a number of leadership positions at the firm, including service on its board of directors, as chair of its Policy Committee, and on the board of the firm’s venture capital fund. Mr. Berger has served as President of the American College of Governance Counsel since May 2023. He currently serves as a director of the Long-Term Stock Exchange, where he chairs its Nominating and Governance Committee. Since 2023, Mr. Berger has served as co-chair of the annual Rome Conference on AI, Ethics and Governance held at the Vatican as well as a director of various non-profit organizations. Mr. Berger received his J.D. from Duke University School of Law and his B.A. from Duke University. | Key attributes, experience and skills: • Legal Expert / Attorney • Corporate Governance Expertise • Mergers & Acquisitions Experience • Technology / AI Sector Experience |
David J. Berger
| | Audit Committee | | Compensation Committee | | Nominating, Governance, and Sustainability Committee |
David J. Berger
| COPART, INC. | 27 | 2026 PROXY STATEMENT |
David J. Berger
| Director Since: 2009 Age: 55 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 |
Steven D. Cohan
Steven D. Cohan
Steven D. Cohan
| Director Since: 2004 Age: 65 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 2015 to 2020, Mr. Cohan was a director and executive officer of Takl, Inc., a technology company. 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 |
Daniel J. Englander
Daniel J. Englander
Daniel J. Englander
| Director Since: 2006 Age: 57 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 OneWater Marine Inc. in February 2026 and 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 |
Daniel J. Englander
| | Audit Committee | | Compensation Committee | | Nominating, Governance, and Sustainability Committee |
Daniel J. Englander
| COPART, INC. | 28 | 2026 PROXY STATEMENT |
Stephen Fisher
Stephen Fisher
Stephen Fisher
| Director Since: 2019 Age: 62 Committees: | Mr. Fisher has served since May 2026 as a part-time advisor at Salesforce, Inc. (“Salesforce”), an enterprise cloud computing company. Mr. Fisher served from June 2025 to May 2026 as the president and chief product officer at Salesforce, from August 2024 to June 2025 as president, Salesforce Platform, and from July 2021 to August 2024 as Salesforce’s executive vice president and general manager for Next Generation CRM and Unified Data Services. 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 in a number of roles, the last of which was executive vice president, technology. | Key attributes, experience and skills: • Technology Sector Experience • Other Publicly Traded Corporation Director Experience • Cybersecurity Expertise |
Cherylyn Harley LeBon
Cherylyn Harley LeBon
Cherylyn Harley LeBon
| Director Since: 2021 Age: 60 Committees: | Ms. LeBon has been a Partner and Chair, Government Contracts at Cohen Seglias Pallas Greenhall & Furman since April 2025. From 2023 until this time, she was a Partner at Womble Bond Dickinson (US) LLP, a global law firm, and practiced in their Washington, D.C. office. 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 also serves on the board of directors of Waste Connections, Inc. (NYSE: WCN). 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 • Other Publicly Traded Corporation Director Experience • Legal Expert/Attorney |
Cherylyn Harley LeBon
| | Audit Committee | | Compensation Committee | | Nominating, Governance, and Sustainability Committee |
Cherylyn Harley LeBon
| COPART, INC. | 29 | 2026 PROXY STATEMENT |
James E. Meeks
James E. Meeks
James E. Meeks
| Director Since: 1996 Age: 77 | 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 |
Diane M. Morefield
Diane M. Morefield
Diane M. Morefield
| Director Since: 2019 Age: 68 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 Suntex Marinas, a privately held marina company, and is the chair of the Audit Committee. She is also on the board of BXDC (NYSE: BXDC), a publicly traded data center company, and serves as Audit chair and on the Compensation and Nominating/Governance Committees. She previously served on the board of directors of UDR (NYSE: UDR), where she served as chair of the Audit Committee and as a member of the governance committee. 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 |
Diane M. Morefield
| | Audit Committee | | Compensation Committee | | Nominating, Governance, and Sustainability Committee |
Diane M. Morefield
| COPART, INC. | 30 | 2026 PROXY STATEMENT |
Carl D. Sparks
Carl D. Sparks
Carl D. Sparks
| Director Since: 2021 Age: 59 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 Waste Connections, Inc. (NYSE: WCN), Tripadvisor, Inc. (NASDAQ: TRIP) and Cint AB (STO: CINT). 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 |
Thomas N. Tryforos
Thomas N. Tryforos
Thomas N. Tryforos
| Director Since: 2012 Age: 67 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 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 |
Thomas N. Tryforos
| | Audit Committee | | Compensation Committee | | Nominating, Governance, and Sustainability Committee |
General
General We are asking our stockholders to approve a standalone performance-based stock option award (the “CEO Performance Award”) to A. Jayson Adair, which was approved by the Compensation Committee and the Board on October 14, 2026, subject to stockholder approval at the annual meeting. The CEO Performance Award is a standalone, “non-plan” award that is being granted outside of, and is not being issued under, the Plan or the Amended Plan. The full text of the CEO Performance Award is attached to this proxy statement as Annex B. The Compensation Committee’s primary objective in designing the CEO Performance Award is to help the Company continue to grow and achieve its mission, which would facilitate the creation of significant stockholder value. The Compensation Committee engaged Compensia Inc. and Wilson Sonsini Goodrich & Rosati in designing, modeling, and drafting the CEO Performance Award. The Board recommends that stockholders approve the CEO Performance Award for the reasons set forth below. The CEO Performance Award:
General
| • | Strengthens Mr. Adair’s incentives and further aligns his interests with those of the Company’s other stockholders. |
General
| • | Ensures Mr. Adair’s continued leadership of the Company (as its Chief Executive Officer (“CEO”)) and innovation over the long-term. |
General
| • | Ensures Mr. Adair’s dedication to the Company’s strategic and financial objectives. |
General
| • | Is designed to retain and motivate Mr. Adair, a critical talent who led the Company to significant success during his prior tenure as CEO, for the long term and to ensure his engaged leadership of the Company for ten years. |
General
| • | Is tied solely to Mr. Adair’s service as CEO: Mr. Adair must remain in the CEO role for five years to receive any value under the award and, if his service as CEO ends between the fifth and tenth anniversaries of the grant date, a proportionate number of the shares subject to the award will be clawed back (in each case subject to the limited exceptions described below). The vesting and clawback structure is designed to support the Compensation Committee’s leadership objectives. |
General
| • | Is consistent with the Company’s past approach of asking its stockholders to approve a large, multi-year compensation package for its CEO, which again is expected to serve as his only cash or equity compensation for the term of the award. |
General
| • | Is reasonably sized: the $209 million target value of the award approved by the Compensation Committee equates to approximately $21 million per year when annualized over the ten-year term, which compares favorably to the median total annual CEO pay of $21.7 million at the Company’s peer companies, based on data provided by Compensia. |
General
| • | Delivers value only for sustained stock price appreciation: the ascending premium-priced structure ensures that Mr. Adair receives compensation over the ten-year term only if there is sustained, significant stock price appreciation for stockholders. |
General
Mr. Adair has been instrumental to the Company’s market leadership, and the CEO Performance Award ensures his commitment and focus on delivering on the Company’s long-term vision that can increase stockholder value. Long-Term Program Design. The Company has a history of long-term program design, and this design is central to the Company’s focus on long-term thinking and innovation. Creating stockholder value over the long term is a fundamental measure of success, and particularly given Mr. Adair’s role in leading the Company’s next phase of growth, the CEO Performance Award incentivizes long-term decision-making. Approach to Performance Conditions. The Compensation Committee weighed the advantages and disadvantages of equity awards tied to discrete financial or operational performance metrics, taking into consideration stockholders’ evolving views on the efficacy of such awards as well as the dynamic and evolving nature of the
General
| COPART, INC. | 45 | 2026 PROXY STATEMENT |
General
Company’s business. The Compensation Committee continues to believe that the Company’s approach, which emphasizes periodic grants of stock options vesting over the long term, is best for the business for the following reasons:
General
| • | Isolated one-, two- or three-year goals inherently encompass only a limited number of objectives and may focus management on, and reward, actions that are not ultimately accretive for stockholders. |
General
| • | Stock options strongly and directly align Mr. Adair’s pay outcomes with the returns he delivers for stockholders. The ascending premium-priced structure further enhances this alignment and ensures that his pay outcomes are aligned with stockholders’ long-term experience. |
General
| • | This approach enables long-term retention and motivation, including innovation within the business that may not be conceivable today. |
General
The Compensation Committee recognizes that this approach diverges from the practices of the Company’s peers and does not accommodate the traditional models used to assess pay-for-performance, which focus on the values reported in the Summary Compensation Table. On an annualized basis, however, the value of the CEO Performance Award compares favorably to the peer median. Other Key Features. The CEO Performance Award also has the following features, which the Compensation Committee believes provide direct and durable alignment with stockholders:
General
| • | Vesting is not pro rata. The award does not vest at all until the fifth anniversary of the grant date. Upon vesting, shares received upon exercise are subject to a holding period for the full ten-year term (subject to the limited exceptions described below), providing direct, durable and complete stockholder alignment over the entire term. |
General
| • | The clawback ensures that if Mr. Adair’s service as CEO ends for any reason between the fifth and tenth anniversaries of the grant date, he is compensated only for the period in which he serves as CEO (absent death or disability or a qualifying termination following a change in control). |
General
| • | Mr. Adair receives a $1.00 cash salary and no bonus opportunity. |
General
| • | The award consists entirely of stock options and is therefore fundamentally different from the stock price-based performance-vesting structures that stockholders more typically see. If the Company’s stock price does not exceed the applicable exercise price of a tranche during the ten-year term, that tranche delivers no value. |
CEO Transition and Separation Arrangement with Mr. Liaw
CEO Transition and Separation Arrangement with Mr. Liaw As previously disclosed, on June 29, 2026, the Company announced that its Board of Directors appointed A. Jayson Adair, the Company’s Executive Chairman, as Chief Executive Officer, effective as of July 31, 2026, succeeding Jeffrey Liaw. Mr. Liaw stepped down as Chief Executive Officer and resigned from the Board, in each case effective as of July 31, 2026 (the “Transition Date”). Mr. Liaw’s decision to resign was not the result of any disagreement with the Company regarding its financial reporting, policies or practices. In connection with the transition, the Company and Mr. Liaw entered into a Transition and Separation Agreement and General Release, dated June 25, 2026 (the “Transition Agreement”). Under the Transition Agreement, beginning on the Transition Date, Mr. Liaw serves as a Senior Advisor to Mr. Adair and will provide customer-focused transition services to the Company until July 31, 2027 (the “Separation Date,” and the period from the Transition Date to the Separation Date, the “Transition Period”). Mr. Liaw’s outstanding equity awards continue to vest during the Transition Period. Upon his timely execution and non-revocation of the general release contained in the Transition Agreement, Mr. Liaw became entitled to receive: (i) a lump-sum payment of $450,000; (ii) reimbursement of expenses in connection with negotiation of the Transition Agreement up to $50,000; (iii) waiver of the ten-year holding period applicable to the restricted stock units granted to Mr. Liaw on April 1, 2022 (the “2022 RSU Award”); and (iv) elimination of the price hurdles applicable to the performance-based portion of the stock options granted to Mr. Liaw on March 9, 2021 and April 1, 2022 (the “2022 Option”). Subject to his continued compliance with the terms of the Transition Agreement, Mr. Liaw is entitled to receive: (i) $200,000 payable over the first 3 months of the Transition Period on the Company’s regular payroll dates; (ii) reimbursement of reasonable business expenses pursuant to the company’s reimbursement policy for executives; (iii) payment of his fiscal 2026 bonus in accordance with the Company’s executive bonus plan; (iv) continued vesting of the 2022 Option and 2022 RSU Award; and (v) 20 hours of private aircraft usage. The estimated value of such private aircraft usage is $54,000. Subject to his timely execution and non-revocation of a post-employment release, and provided that his services are not terminated under certain circumstances before the Separation Date, Mr. Liaw is also entitled to receive: (i) an additional $250,000; (ii) an extension of the post-termination exercise period of his unexercised stock options to the earlier of the tenth anniversary of the applicable grant date and the second anniversary of the Separation Date (the “Option Amendment”); (iii) full accelerated vesting of the 2022 Option and 2022 RSU Award; and (iv) any of the
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. We have a long history of compensating our senior executives 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 16 years, our stockholder returns have substantially exceeded those of the S&P 500. Based on our 972% total shareholder return over our past 15 fiscal years, we believe our historical executive compensation arrangements 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 substantial front-end loaded, multi-year equity incentive awards promote executive leadership stability and retention and a long-term ownership mindset. A 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. 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 received a competitive annual salary and participated in our executive bonus plan, along with certain perquisites approved by our Compensation Committee, he was not eligible for any new equity incentive awards until April 2026.
Our Philosophy on Executive Compensation
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. We named Jeffrey Liaw as our co-chief executive officer in April 2022 and as our chief executive officer in April 2024. Mr. Liaw’s executive compensation package, which has not materially changed since 2022, 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 chief financial officer, Ms. Stearns, with stock options representing approximately 53% of her total onboarding compensation package value in December 2022, and 76% of her total compensation for fiscal 2024. Consistent with our historical compensation structure and philosophy, 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, 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. Stearns’ 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. Liaw’s compensation package in March 2022, when Mr. Liaw was promoted to co-chief executive officer. For Mr. Liaw’s 2022 compensation package, we calculated the total value of the subject stock options and restricted stock units, and then in addition to normal time-based vesting, in which 20% of the awards vest on the first anniversary of the date of grant and with the remainder vesting monthly over the succeeding 48 months – we applied a special performance-based condition to a number of the stock options with a value representing approximately
Mr. Liaw Pay Mix for Fiscal 2026
| 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 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 have adopted an executive officer claw-back policy | | | ✔ We maintain director and executive officer stock ownership guidelines | |
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. |
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 fiscal 2026, 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 2027. In fiscal 2026, 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.
Use of a Peer Group
Use of a Peer Group As part of its deliberations on Ms. Stearns’ compensation as our chief financial officer in fiscal 2026, our Compensation Committee developed an updated peer group in September 2025 in collaboration with Compensia. In connection with this update, our Compensation Committee removed ANSYS (due to its acquisition) and ServiceNow (due to its high market capitalization) and added Prologis and PTC. The peer group was generally chosen based on the following selection criteria as of June 23, 2025:
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. |
Use of a Peer Group
| • | Revenue: companies with four-quarters trailing revenue between approximately $1.8 billion and $28.2 billion, which approximated 0.40 to 6.18 times Copart’s four-quarters trailing revenue. |
Use of a Peer Group
| • | Market Capitalization: companies with 30-day average market capitalization of approximately $9.9 billion to $194 billion, which approximated 0.18 to 3.73 times Copart’s 30-day average market capitalization. |
Use of a Peer Group
| COPART, INC. | 59 | 2026 PROXY STATEMENT |
Use of a Peer Group
The peer group consisted of the following companies (which, as of June 23, 2025, had (i) a median four-quarters trailing revenue of $5.52 billion (as compared to Copart’s $4.59 billion), and (ii) a median 30-day average market capitalization of $59.11 billion (as compared to Copart’s $52.39 billion): 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 Ms. Stearns in fiscal 2026.
Fiscal 2026 Executive Compensation Program Components
Fiscal 2026 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, other than the option grant subject to stockholder approval described in Proposal 5, 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 not received any other form of compensation since June 2020. In October 2026, Mr. Adair was granted a performance stock option subject to stockholder approval, on the terms described in Proposal 5. Our 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 2026 compensation decisions for our NEOs, other than Mr. Adair. Base Salary We provide base salaries to our NEOs (other than Mr. Adair while he served solely as Executive Chair) 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 “Role of Our Compensation Committee” section above. In September 2025, our Compensation Committee approved a 3% merit increase in Ms. Stearns’ fiscal 2026 base salary, based on the recommendation of Messrs. Adair and Liaw.
Fiscal 2026 Executive Compensation Program Components
Annual Performance-Based Cash Bonus Incentive Program We provide our currently employed NEOs (other than Mr. Adair while he served solely as Executive Chair) with annual cash incentives under our executive bonus plan, which links cash incentive awards to achieving pre-established performance goals. For fiscal year 2026, 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 2026, the Compensation Committee set the following operating income performance thresholds and payout amounts:
Fiscal 2026 Executive Compensation Program Components
| PERFORMANCE METRIC | THRESHOLD PERFORMANCE | THRESHOLD PAYOUT | TARGET PERFORMANCE | TARGET PAYOUT | MAXIMUM PERFORMANCE | MAXIMUM PAYOUT | | Operating Income | $1.45 billion | 93% | $1.95 billion | 100% | $2.45 billion | 107% |
Fiscal 2026 Executive Compensation Program Components
No payout would occur if our fiscal 2026 operating income was less than $1.45 billion. Each $71 million of operating income above or below the $1.95 billion target amount would increase or decrease the payout by 1%. In September 2025, the Compensation Committee approved fiscal 2026 target bonuses of $1.1 million for Mr. Liaw and $480,800 for Ms. Stearns. For Mr. Liaw and Ms. Stearns, their fiscal 2026 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 had two personal performance goals for fiscal 2026. The first personal performance goal was to develop and deploy differentiated products and services to the Company’s insurance and wholesale customers. The second goal was to drive the execution of the Company’s product roadmap to enhance its member experience. Our Compensation Committee considered objective evidence of his personal performance goal attainment in determining that Mr. Liaw attained 105% of his personal performance goals. Ms. Stearns also had two personal performance goals. The first goal was to expand the Company’s strategic partnerships and alliances to support the Company’s ability to optimize total loss decision making and provide differentiated products and services. The second goal was to partner with the Company’s senior leadership to identify, target and pursue meaningful opportunities to allocate capital through capital investments and M&A. Our Compensation Committee reviewed detailed evidence of goal attainment in its determination that Ms. Stearns attained 103% of her personal performance goals.
Fiscal 2026 Executive Compensation Program Components
| | 2026 Cash Bonus | | | Executive Officer | Target | Actual | | Jeffrey Liaw | $1,100,000 | $1,093,400 | | Leah C. Stearns | $480,800 | $475,000 |
Fiscal 2026 Executive Compensation Program Components
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. Mr. Liaw did not receive any equity incentive awards in fiscal 2026. In September 2025, we granted Ms. Stearns two awards of stock options, each covering 75,000 shares. One stock option grant is subject solely to service-based vesting. Such stock option is subject to our standard service-based vesting schedule and vests as to 20% of the underlying shares on the first anniversary of the grant date and as to 1/60th of the underlying shares each month thereafter, in each case subject to continued service through the applicable vesting date. The other stock option grant is subject to the same service-based vesting schedule but no portion of the otherwise vested award may be exercised unless our common stock price in trading on the Nasdaq Global Select Market is equal to or greater than $58.21 (an amount equal to 125% of the exercise price), both (i) at the time of any exercise, and (ii) at the closing price on the Nasdaq Global Select market for each of the 20 consecutive days preceding the date of any exercise. 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 $4,900 for fiscal 2026. During fiscal 2026, we provided Mr. Liaw and Ms. Stearns with vehicle allowances for automobiles that may be used for personal purposes. The Compensation Committee determined that Mr. Adair and, prior to the effectiveness of the Transition Agreement, Mr. Liaw were 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.
Fiscal 2026 Executive Compensation Program Components
Post-Employment Obligations Each of our currently-employed NEOs is an “at will” employee. We are a party to a written employment agreement Ms. Stearns and, prior to the effectiveness of the Transition Agreement, with Mr. Liaw, each of which provides or provided, 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. Mr. Liaw ceased to be eligible for severance payments and benefits under his employment agreement following the effectiveness of the Transition Agreement.
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 generally 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. In September 2025, our Board granted a waiver of the anti-pledging prohibition to Mr. Johnson, our Chairman of the Board, that allows him to pledge an amount not to exceed 20% of the shares that he beneficially owns as collateral for personal loans. Our Board considered the magnitude of Mr. Johnson’s share holdings of our common stock (both in terms of the absolute number of shares pledged and on a percentage basis relative to the number of shares outstanding); whether the number of shares pledged represents a material portion of Mr. Johnson’s holdings; and the extent to which the pledged securities, if any, would be subject to any forced sale requirements (including the timing associated with any such forced sale requirement). After taking those factors into account, our Board determined that Mr. Johnson’s unique facts and circumstances supported the reasonableness of the waiver it granted to him with respect to pledging our securities as collateral for personal loans. 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. We are in full compliance with our Executive Officer Equity Ownership Policy.
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.
Equity Award Timing Procedures
Equity Award Timing Procedures In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of certain equity awards close in time to the release of material non-public information. Although we do not have a formal policy or obligation that requires us to award equity or equity-based compensation on specific dates, 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). Our insider trading policy also prohibits directors, officers and employees from trading in our common stock while in possession of or on the basis of material non-public information about us. Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. We generally issue equity awards to our executive officers on a limited and infrequent basis, and not in accordance with any fixed schedule. During fiscal 2026, there were no equity awards to any named executive officers within the period commencing four business days preceding and ending one business day following the filing of a periodic report on a Form 10-K, Form 10-Q, or Form 8-K disclosing material nonpublic information regarding the Company.
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 Jeffrey Liaw, former chief executive officer. 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 2026, our last completed fiscal year:
Pay Ratio
| • | the median of the annual total compensation of all employees of our company (other than our chief executive officer), was $48,661; and |
Pay Ratio
| • | the annual total compensation of Jeffrey Liaw, our former chief executive officer, as reported in our 2026 Summary Compensation Table, was $2,064,740. |
Pay Ratio
Based on this information, for fiscal year 2026, the ratio of the annual total compensation of Mr. Liaw, our former chief executive officer, to the median annual total compensation of employees was 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:
Pay Ratio
| • | We selected June 30, 2026 as the date upon which we would identify the median employee. |
Pay Ratio
| • | As of June 30, 2026, our employee population consisted of approximately 11,900 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. |
Pay Ratio
| • | To identify the “median employee” from our employee population, we used actual pay earnings from July 1, 2025 through June 30, 2026 (the “compensation measure”). |
Pay Ratio
| • | The compensation measure included base salary (including any paid overtime) and bonus payments. |
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, 2026. |
Pay Ratio
| COPART, INC. | 6 7 | 2026 PROXY STATEMENT |
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, 2026. |
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 2026 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $48,661. |
Pay Ratio
| • | With respect to the annual total compensation for our chief executive officer, we used the amount reported in the “Total” column of our 2026 Summary Compensation Table. |
Pay Ratio
| COPART, INC. | 6 8 | 2026 PROXY STATEMENT |
Fiscal Year 2026 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | A. Jayson Adair Executive Chairman and Chief Executive Officer | 2026 | 1 | — | — | — | 351,385(3) | 351,386 | | | 2025 | 1 | — | — | — | 432,171 | 432,172 | | | 2024 | 1 | — | — | — | 845,411 | 845,412 | | Jeffrey Liaw Former Chief Executive Officer | 2026 | 900,000 | — | — | 1,093,400 | 71,340(4) | 2,064,740 | | | 2025 | 900,000 | — | — | 1,093,400 | 79,292 | 2,072,692 | | | 2024 | 900,000 | — | — | 1,093,400 | 98,940 | 2,092,340 | | Leah C. Stearns Senior Vice President and Chief Financial Officer | 2026 | 601,000 | — | 2,890,718 | 475,000 | 13,719(5) | 3,980,437 | | | 2025 | 580,591 | — | — | 464,000 | 11,714 | 1,056,305 | | | 2024 | 563,327 | — | 3,275,415 | 450,481 | 12,664 | 4,301,887 |
Grants of Plan-Based Awards in Fiscal Year 2026
Grants of Plan-Based Awards in Fiscal Year 2026 The following table presents information concerning grants of plan-based awards to each of the named executive officers during the fiscal year ended July 31, 2026.
Grants of Plan-Based Awards in Fiscal Year 2026
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | | A. Jayson Adair | — | — | — | — | — | — | — | — | — | — | | Jeffrey Liaw | — | 1,023,000 | 1,100,000 | 1,177,000 | — | — | — | — | — | — | | Leah C. Stearns | — | 447,144 | 480,800 | 514,456 | — | — | — | — | — | — | | | 9/16/2025(2) | — | — | — | — | — | — | 75,000 | 46.57 | 21.18 | | | 9/16/2025(3) | — | — | — | — | 75,000 | — | — | 46.57 | 17.36 |
Grants of Plan-Based Awards in Fiscal Year 2026
| (1) Amounts shown represent the grant date fair values of awards of stock options granted in fiscal year 2026, 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, 2026. |
Grants of Plan-Based Awards in Fiscal Year 2026
| (2) Represents an award of stock options. Ms. Stearns’ 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’ continued service to us on each such vesting date. |
Grants of Plan-Based Awards in Fiscal Year 2026
| (3) Represents an award of stock options. Ms. Stearns’ 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’ continued service to us on each such vesting date. Ms. Stearns’ 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 $58.21 per share (which is an amount equivalent to 125% of the exercise price of the options), both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive trading days prior to the date of exercise. |
Grants of Plan-Based Awards in Fiscal Year 2026
| COPART, INC. | 70 | 2026 PROXY STATEMENT |
Outstanding Equity Awards at 2026 Fiscal Year End
Outstanding Equity Awards at 2026 Fiscal Year End The following table presents certain information concerning stock option awards held by the NEOs as of July 31, 2026. This table includes unexercised and unvested stock option awards. Each stock option grant is shown separately for each NEO.
Outstanding Equity Awards at 2026 Fiscal Year End
| | Option Awards | | | | | | | Named Executive Officer | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | | A. Jayson Adair | 6/12/2020 | 4,000,000(1) | — | — | 21.26 | 6/12/2030 | | Jeffrey Liaw | — | — | — | — | — | — | | | 10/4/2017 | 177,785(2) | — | — | 8.70 | 10/4/2027 | | | 3/7/2019 | 600,000(2) | — | — | 14.57 | 3/7/2029 | | | 3/9/2021 | 640,000(2) | — | — | 26.58 | 3/9/2031 | | | 4/1/2022 | 1,700,000 | — | 300,000(3) | 31.42 | 4/1/2032 | | Leah C. Stearns | 12/5/2022 | 43,000 | 17,000(4) | — | 32.85 | 12/5/2032 | | | 12/5/2022 | 215,000 | — | 85,000(5) | 32.85 | 12/5/2032 | | | 11/24/2023 | 40,000 | 35,000(6) | — | 50.81 | 11/24/2033 | | | 11/24/2023 | 40,000 | — | 35,000(7) | 50.81 | 11/24/2033 | | | 9/16/2025 | — | 75,000(6) | — | 46.57 | 9/16/2035 | | | 9/16/2025 | — | — | 75,000(8) | 46.57 | 9/16/2035 |
Outstanding Equity Awards at 2026 Fiscal Year End
| (1) Mr. Adair’s option award is fully vested with respect to time-based vesting. 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. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (2) This option award is fully vested. |
Outstanding Equity Awards at 2026 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. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (4) Ms. Stearns’ 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’ continued service to us on each such vesting date. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (5) Ms. Stearns’ 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’ continued service to us on each such vesting date. Ms. Stearns’ 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. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (6) Ms. Stearns’ 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’ continued service to us on each such vesting date. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (7) Ms. Stearns’ 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’ continued service to us on each such vesting date. Ms. Stearns’ 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 $63.51 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. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (8) Ms. Stearns’ 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’ continued service to us on each such vesting date. Ms. Stearns’ 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 $58.21 per share (which is an amount equivalent to 125% of the exercise price of the options) both (i) at the time of exercise, and (ii) at the close of trading on each of the 20 consecutive trading days trading prior to the date of exercise. |
Outstanding Equity Awards at 2026 Fiscal Year End
| COPART, INC. | 71 | 2026 PROXY STATEMENT |
Outstanding Equity Awards at 2026 Fiscal Year End
The following table presents certain information concerning restricted stock unit awards held by the NEOs at July 31, 2026. This table includes vested and unvested restricted stock unit awards.
Outstanding Equity Awards at 2026 Fiscal Year End
| | Stock Awards | | | | Named Executive Officer | Grant Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | A. Jayson Adair | — | — | — | | Jeffrey Liaw | 04/01/2022 | 30,000(2) | 873,600 | | Leah C. Stearns | 12/05/2022 | 36,000(3) | 1,048,320 |
Outstanding Equity Awards at 2026 Fiscal Year End
| (1) Based on the $29.12 closing price of a share of our common stock on Nasdaq on July 31, 2026. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (2) Represents an award of restricted stock units. Mr. Liaw’s restricted stock units award vested 20% on the first anniversary of the grant date, and the balance vests monthly at a rate of 1/48 per month over the 48 months succeeding such one-year anniversary, subject to Mr. Liaw’s continued service to us on each such vesting date. |
Outstanding Equity Awards at 2026 Fiscal Year End
| (3) Represents an award of restricted stock units. Ms. Stearns’ restricted stock units award vests 20% on the first anniversary of the grant date, and the balance vests each three-month quarter thereafter (on the same day of the last month in the quarter as the vesting commencement date) at a rate of 1/16 per quarter over the 16 quarters succeeding such one-year anniversary, subject to Ms. Stearns’ continued service to us on each such vesting date. |
Option Exercises and Stock Vested in Fiscal Year 2026
Option Exercises and Stock Vested in Fiscal Year 2026 The following table provides certain information concerning the exercise of stock options and vesting of restricted stock units by each of the NEOs during the fiscal year ended July 31, 2026, including the value realized, before payment of any applicable withholding tax and broker’s commissions.
Option Exercises and Stock Vested in Fiscal Year 2026
| | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | A. Jayson Adair | — | — | — | — | | Jeffrey Liaw | 199,104 | 5,463,811 | 40,000 | 1,555,928 | | Leah C. Stearns | — | — | 24,000 | 937,620 |
Option Exercises and Stock Vested in Fiscal Year 2026
| (1) Value realized on exercise is calculated as the difference between the market price of the underlying shares on the exercise date and the exercise price of the option, multiplied by the number of shares for which the option was exercised. |
Pension Benefits and Non-Qualified Deferred Compensation
Pension Benefits and Non-Qualified Deferred Compensation We did not maintain any defined benefit pension plans or defined contribution plans, other than our tax-qualified 401(k) plan, during our fiscal year ended July 31, 2026. No named executive officers participated in a non-qualified deferred compensation plan during the fiscal year ended July 31, 2026.
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 See “Executive Summary—CEO Transition and Separation Arrangement with Mr. Liaw” for more information on the transition and separation arrangement with Mr. Liaw. Ms. Stearns’ 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 her 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.
Potential Post-Employment Payments upon Termination or Change in Control
| COPART, INC. | 72 | 2026 PROXY STATEMENT |
Potential Post-Employment Payments upon Termination or Change in Control
In Ms. Stearns’ employment agreement, “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 Ms. Stearns’ employment agreement, “good reason” means Ms. Stearns’ resignation, if one or more of the following events shall have occurred without her 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 her 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. 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 Ms. Stearns was our only named executive officer who had an employment agreement as of July 31, 2026. Mr. Liaw entered into the Transition Agreement as of June 25, 2026, which superseded his employment agreement with respect to, among other things, severance and change in control provisions. Quantification of amounts pursuant to the Transition Agreement are described above in the description of the Transition Agreement. Ms. Pocock became an executive officer in August 2026 and therefore was not a named executive officer for the fiscal year ended July 31, 2026. On the assumption that an involuntary termination of employment (including resignation for “good reason”) of Ms. Stearns took place on July 31, 2026, whether before or after a change in control, Ms. Stearns would have been entitled to receive a lump-sum severance payment totaling $300,500, the equivalent of fifty percent (50%) of her then-current base salary, less applicable tax withholding. Mr. Adair does not have an employment or severance agreement and would not be entitled to any incremental payments upon termination or change in control beyond the general plan-wide provision described above. In addition our 2007 Equity Incentive Plan provides that equity awards will fully vest and become exercisable if equity awards are not assumed or substituted for in a change in control in control. The table below shows the value of such
Potential Post-Employment Payments upon Termination or Change in Control
| COPART, INC. | 73 | 2026 PROXY STATEMENT |
Potential Post-Employment Payments upon Termination or Change in Control
equity award acceleration for our named executive officers assuming a change in control occurred on July 31, 2026, and equity awards were not assumed or substituted for.
Potential Post-Employment Payments upon Termination or Change in Control
| | Stock Options | | Restricted Stock Units | | Total ($) | | Named Executive Officer | Unvested Options (#) | Value of Acceleration ($)(1) | Unvested RSUs (#) | Value of Acceleration ($)(2) | | | A. Jayson Adair | — | — | — | — | — | | Jeffrey Liaw | 300,000 | — | 30,000 | $873,600 | $873,600 | | Leah C. Stearns | 322,000 | — | 36,000 | $1,048,320 | $1,048,320 |
Potential Post-Employment Payments upon Termination or Change in Control
| (1) Represents, for each unvested option (including options subject to a premium price hurdle that had not yet been satisfied), the excess, if any, of the $29.12 closing price of a share of our common stock on Nasdaq on July 31, 2026 over the option exercise price, multiplied by the number of shares subject to the option. All unvested options held by Mr. Liaw (exercise price of $31.42) and Ms. Stearns (exercise prices ranging from $32.85 to $50.81) had exercise prices above the closing price and therefore had no value. Mr. Adair’s option was fully vested as to its service-based vesting condition as of July 31, 2026 and is therefore not included. |
Potential Post-Employment Payments upon Termination or Change in Control
| (2) Based on the number of unvested restricted stock units held on July 31, 2026, as shown in the Outstanding Equity Awards at 2026 Fiscal Year End table above, multiplied by the $29.12 closing price of a share of our common stock on Nasdaq on July 31, 2026. |
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 five fiscal years, the total compensation as reported in the Summary Compensation Table for our principal executive officers (“PEOs”) and the average for our other Named Executive Officers (“NEOs”), the compensation actually paid to our PEOs and, on an average basis, our other NEOs, our Total Shareholder Return (“TSR”), the TSR of the NASDAQ Industrial Index (our “Peer Group TSR”), our Net Income, and our company-selected measure for fiscal year 2026, 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 emphasizes the changes in fair value of equity awards under applicable financial accounting standards (as further detailed in footnotes below).
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO Adair | Summary Compensation Table Total for PEO Liaw | Comp Actually Paid to PEO Adair | Comp Actually Paid to PEO Liaw | Average Summary Compensation Table Total for Non-PEO NEOs | Average Comp Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income $000 | Standalone Copart Operating Income $000 | | | | | | | | | Copart TSR $ | NASDAQ Industrial Index $ | | | | 2026 | N/A | 2,064,740 | N/A | (5,172,956) | 2,165,912 | (278,273) | 79.24 | 115.61 | $1,484,270 | $1,652,590 | | 2025 | N/A | $2,072,692 | N/A | $(1,937,010) | $744,238 | $859,099 | 123.35 | 108.15 | $1,552,449 | $1,696,714 | | 2024 | $845,412 | $2,092,340 | $8,724,928 | $13,292,945 | $4,301,887 | $7,195,760 | 142.39 | 90.05 | $1,363,020 | $1,572,023 | | 2023 | $384,576 | $2,009,000 | $18,077,203 | $26,392,599 | $3,526,831 | $2,073,099 | 120.26 | 85.41 | $1,237,741 | $1,486,569 | | 2022 | $265,134 | $30,997,606 | $(9,502,692) | $28,889,641 | $359,978 | $(2,285,817) | 87.14 | 81.75 | $1,090,130 | $1,374,997 |
Pay Versus Performance
| (1) Mr. Adair, in his capacity as co-chief executive officer, served as the company’s co-PEO for the years 2022, 2023, and 2024 and transitioned to serving as the company’s executive chairman in 2024. Mr. Adair again became our chief executive officer effective July 31, 2026 but is treated as a non-PEO NEO for fiscal 2026 for purposes of this disclosure. |
Pay Versus Performance
| (2) Mr. Liaw, in his capacity as co-chief executive officer, served as the company’s co-principal executive officer for the years 2022, 2023 and 2024, and in his capacity as chief executive officer, is the company’s principal executive officer for the year 2025 and 2026. |
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. |
Pay Versus Performance
| (4) The remaining non-PEO named executive officers are (i) for fiscal 2022, John North, (ii) for fiscal 2023, Leah C. Stearns, Gavin Renfrew, and John North, (iii), for fiscal 2024, Leah C. Stearns, (iv) for fiscal 2025, A. Jayson Adair and Leah C. Stearns, and (v) for fiscal 2026, A. Jayson Adair and Leah C. Stearns. Compensation for our non-PEO named executive officers reflects the amounts in the summary compensation table for the respective years. |
Pay Versus Performance
| (5) Adjustments to total compensation for Mr. Adair for fiscal 2024 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) $0 increase based on the fair value of equity awards granted in fiscal 2024 that remained outstanding and unvested as of July 31, 2024; (c) $4,365,175 increase for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2024, determined based on the change in fair value of such awards from July 31, 2023, to July 31, 2024; and (d) $3,537,613 increase for awards granted in prior fiscal years that vested in fiscal 2024, determined based on the change in fair value of such awards from July 31, 2023, to the vest date. |
Pay Versus Performance
| (6) 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) $0 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 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; 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. |
Pay Versus Performance
| (7) 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) $0 increase 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. |
Pay Versus Performance
| (8) Adjustments to total compensation for Mr. Liaw for fiscal 2026 as reported in the summary compensation table consist of: (a) $0 for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $0 based on the fair value of equity awards granted in fiscal 2026 that remained outstanding and unvested as of July 31, 2026; (c) $4,473,712 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2026, determined based on the change in fair value of such awards from July 31, 2025, to July 31, 2026; (d) $2,763,984 deduction for awards granted in prior fiscal years that vested in fiscal 2026, determined based on the change in fair value of such awards from July 31, 2025, to the vest date. |
Pay Versus Performance
| (9) Adjustments to total compensation for Mr. Liaw for fiscal 2025 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) $0 increase based on the fair value of equity awards granted in |
Pay Versus Performance
| COPART, INC. | 75 | 2026 PROXY STATEMENT |
Pay Versus Performance
| fiscal 2025 that remained outstanding and unvested as of July 31, 2025; (c) $5,164,810 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2025 determined based on the change in fair value of such awards from July 31, 2024, to July 31, 2025; (d) $1,155,108 increase for awards granted in prior fiscal years that vested in fiscal 2025, determined based on the change in fair value of such awards from July 31, 2024, to the vest date. |
Pay Versus Performance
| (10) Adjustments to total compensation for Mr. Liaw for fiscal 2024 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) $0 increase based on the fair value of equity awards granted in fiscal 2024 that remained outstanding and unvested as of July 31, 2024; (c) $8,483,535 increase for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2024, determined based on the change in fair value of such awards from July 31, 2023, to July 31, 2024; (d) $2,717,069 increase for awards granted in prior fiscal years that vested in fiscal 2024, determined based on the change in fair value of such awards from July 31, 2023, to the vest date. |
Pay Versus Performance
| (11) 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) $0 increase based on the fair value of equity awards granted in fiscal 2023 that remained outstanding 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. |
Pay Versus Performance
| (12) 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) $31,386,290 increase based on the fair value of equity awards granted in fiscal 2022 that remained outstanding and unvested as of July 31, 2022; (c) $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. |
Pay Versus Performance
| (13) Adjustments to the non-PEO named executive officers’ average total compensation for fiscal 2026 as reported in the summary compensation table consist of: (a) $1,445,359 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $653,463 addition based on the fair value of equity awards granted in fiscal 2026 that remained outstanding and unvested as of July 31, 2026; (c) $1,304,334 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2026, determined based on the change in fair value of such awards from July 31, 2025, to July 31, 2026; (d) $347,954 decrease for awards granted in prior fiscal years that vested in fiscal 2026, determined based on the change in fair value of such awards from July 31, 2025, to the vest date. |
Pay Versus Performance
| (14) Adjustments to the non-PEO named executive officers’ average total compensation for fiscal 2025 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) $0 deduction based on the fair value of equity awards granted in fiscal 2025 that remained outstanding and unvested as of July 31, 2025; (c) $1,007,263 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2025, determined based on the change in fair value of such awards from July 31, 2024, to July 31, 2025; (d) $1,122,125 increase for awards granted in prior fiscal years that vested in fiscal 2025, determined based on the change in fair value of such awards from July 31, 2024, to the vest date. |
Pay Versus Performance
| (15) Adjustments to the non-PEO named executive officers’ average total compensation for fiscal 2024 as reported in the summary compensation table consist of: (a) $3,275,415 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (b) $3,319,268 increase based on the fair value of equity awards granted in fiscal 2024 that remained outstanding and unvested as of July 31, 2024; (c) $2,104,064 increase for equity awards granted in prior fiscal years that remained outstanding and unvested as of July 31, 2024, determined based on the change in fair value of such awards from July 31, 2023, to July 31, 2024; (d) $745,957 increase for awards granted in prior fiscal years that vested in fiscal 2024, determined based on the change in fair value of such awards from July 31, 2023, to the vest date. |
Pay Versus Performance
| (16) 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) $4,468,612 increase based on the fair value of equity awards granted in fiscal 2023 that remain outstanding and unvested as of July 31, 2023; (c) $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. |
Pay Versus Performance
| (17) 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) $0 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. |
Pay Versus Performance
| (18) Copart “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(e) of Regulation S-K included in our annual report on Form 10-k for the fiscal year ended July 31, 2026), as applicable, over the period beginning July 31, 2021, and ending as of the last day of fiscal 2022, fiscal 2023, fiscal 2024, fiscal 2025, or fiscal 2026, as applicable, as calculated in the manner prescribed by item 201(e) of Regulation S-K. |
Pay Versus Performance
Compensation Actually Paid compared to TSR, net income, and adjusted operating income. Compensation actually paid to A. Jayson Adair (i) increased in fiscal 2023 by $27,579,895, or 290%, from $(9,502,692) in fiscal 2022 to $18,077,203 in fiscal 2023, and (ii) decreased in fiscal 2024 by $(9,352,275), or 52%, from $18,077,203 in fiscal 2023 to $8,724,928 in fiscal 2024. Compensation actually paid to our PEO 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, (ii) decreased in fiscal 2024 by ($13,099,654) or 50% from $26,392,599 in fiscal year 2023 to $13,292,945 in fiscal year 2024, and (iii) decreased in fiscal 2025 by $(15,229,955), or 115%, from $13,292,945 in fiscal 2024 to $(1,937,010) in fiscal 2025, and (iv) decreased in fiscal 2026 by $3,235,946, or 167%, from $(1,937,010) in fiscal 2025 to $(5,172,956) in fiscal 2026. Average compensation actually paid to the remaining non-PEO named executive
Pay Versus Performance
| COPART, INC. | 76 | 2026 PROXY STATEMENT |
Pay Versus Performance
officers (i) increased in fiscal 2023 by $4,358,916, or 191%, from $(2,285,817) in fiscal 2022 to $2,073,099 in fiscal 2023, (ii) increased in fiscal 2024 by $5,122,661, or 247%, from $2,073,099 in fiscal 2023 to $7,195,760 in fiscal 2024, (iii) decreased in fiscal 2025 by $(6,336,661), or 88%, from $7,195,760 in fiscal 2024 to $859,099 in fiscal 2025, and (iv) decreased in fiscal 2026 by $1,137,372, or 132%, from $859,099 in fiscal 2025 to $(278,273) in fiscal 2026. Our cumulative TSR (i) increased in fiscal 2023 by $33.12, or 38%, from $87. 14 as of the end of fiscal 2022 to $120.26 as of the end of fiscal 2023, (ii) increased in fiscal 2024 by $22.13, or 18%, from $120.26 as of the end of fiscal 2023 to $142.39 as of the end of fiscal 2024, and (iii) decreased in fiscal 2025 by $(19.04), or 13%, from $142.39 as of the end of fiscal 2024 to $123.35 as of the end of fiscal 2025, and (iv) decreased in fiscal 2026 by $(44.11), or 36%, from $123.35 as of the end of fiscal 2025 to $79.24 as of the end of fiscal 2026. Our net income (i) increased in fiscal 2023 by $147,611, or 14%, from $1,090,130 in fiscal 2022 to $1,237,741 in fiscal 2023, (ii) increased in fiscal 2024 by $125,279, or 10%, from $1,237,741 in fiscal 2023 to $1,363,020 in fiscal 2024, and (iii) increased in fiscal 2025 by $189,429, or 14%, from $1,363,020 in fiscal 2024 to $1,552,449 in fiscal 2025, and (iv) decreased in fiscal 2026 by $(68,179), or (4%), from $1,552,449 in fiscal 2025 to $1,484,270 in fiscal 2026. Our operating income (i) increased in fiscal 2023 by $111,572, or 8%, from $1,374,997 in fiscal 2022 to $1,486,569 in fiscal 2023, (ii) increased in fiscal 2024 by $85,454, or 6%, from $1,486,569 in fiscal 2023 to $1,572,023 in fiscal 2024, and (iii) increased in fiscal 2025 by $124,691, or 8%, from $1,572,023 in fiscal 2024 to $1,696,714 in fiscal 2025, and (iv) decreased in fiscal 2026 by $(44,124), or (3%), from $1,696,714 in fiscal 2025 to $1,652,590 in fiscal 2026.
Pay Versus Performance
| COPART, INC. | 7 7 | 2026 PROXY STATEMENT |
Pay Versus Performance
Copart TSR compared to NASDAQ Industrial Index Our cumulative TSR of $79.24 for the five-year period ending July 31, 2026 was lower than our peer group TSR of $115.61 for the same period. As noted above, Our cumulative TSR (i) increased in fiscal 2023 by $33.12, or 38%, from $87.14 as of the end of fiscal 2022 to $120.26 as of the end of fiscal 2023, (ii) increased in fiscal 2024 by $22.13, or 18%, from $120.26 as of the end of fiscal 2023 to $142.39 as of the end of fiscal 2024, and (iii) decreased in fiscal 2025 by $(19.04), or 13%, from $142.39 as of the end of fiscal 2024 to $123.35 as of the end of fiscal 2025, and (iv) decreased in fiscal 2026 by $(44.11), or 36%, from $123.35 as of the end of fiscal 2025 to $79.24 as of the end of fiscal 2026. Our peer group’s cumulative TSR (i) increased in fiscal 2023 by $3.66, or 4%, from $81.75 as of the end of fiscal 2022 to $85.41 as of the end of fiscal 2023, (ii) increased in fiscal 2024 by $4.64, or 5%, from $85.41 as of the end of fiscal 2023 to $90.05 as of the end of fiscal 2024, (iii) increased in fiscal 2025 by $18.10, or 20%, from $90.05 as of the end of fiscal 2024 to $108.15 as of the end of fiscal 2025, and (iv) increased in fiscal 2026 by $7.46, or 7%, from $108.15 as of the end of fiscal 2025 to $115.61 as of the end of fiscal 2026.
Pay Versus Performance
| COPART, INC. | 7 8 | 2026 PROXY STATEMENT |